HomeMy WebLinkAboutC2006-397 - 8/29/2006 - Approved
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CONTRACT P()RPUBLIC HEALTH SERVICES
Cmtract Iss_d b\: DEPARTMENT OF STATE HEALTH SERVICES
mSHSI. llOO WEST 491! STREET
AUSTIN. TEXAS 7875(.-3199
DSHS CONTRACT NO. 7460005741D2007
MA
Legal Authurity to Cuntnlct:
Chapter ~ 12 and].21 . J Jealtli and Safel\ ('ode
Venue Ihe proVIsions \)1 thi~ Contract shall he interpreted ill aClordance WIth Te:\as hl\\ Venue for any court disputes shall be in Travis County,
! e:\as.
CONTRACft>R NAME: CORPUS CHRISTT-NlJECES COUNTY PUBLIC HEALTH DISTRICT (CITY)
MAILING ADDRESS: PO. BOX 9727 CORPUS CHRISTI TX 7X469-0000
STREET ADDRESS: 1702 HORNE ROAD CORPUS CHRISTI rx 78469-0000
NAME OF At'rHORIZED
CONTRACTJI(G ENTITY: CORPUS CHRISTllnrV ()F
r..hfferl'L\ !'jr!1Tl Contntctci
PAYEE DATA. (If not the same as CONTRACTOR or At TTHORf7ED CONTRACTING ENTITY must be on file with the Texas State Comptroller's
(mice!
NAME: CITYOF ('( lRI'l is CHRIS r
ADDRESS: PO BOX 9277 CORPLS CHRIS i'l TX 71;469-92 n
(CIty, State, Zip)
State of Texas VendorIdentification No. (14 digits) II PAYEE AGENCY Fiscal
17460005741027 II Year Ending Month: July
PAYEE BUSIJ'ESS INFORMATION FOR STATISTICAL REPORTING: Pleasc check the categories that apply to your business.
Small BU~1J\es~ - A corporatioL solc proprictorslnp, or other legal cntlty fomled for the purpose of making a profit which is
independcntly mvned dnd opeLlted and ha-; fewcr 1 han 100 cmployees or has less than $1,000,000 in annual gross receipts.
HIsto!1cal!\ UnderutllIzed BU~llless (HUB) - l\ corporation, sole proprIetorship, or joint venture formed for the purpose of making a
profit III which at ]ea~t 5 I % of all da~ses <lr the ~hare~ of stock or other equitable Sl::curities are o~ned by one or more persons who have
been hlstoncally underutihzed I socially disadvantaged) because of their identitication as members of certain groups: Black American,
Hispanic American, i\~ian P,J(ific Amen can Nal1ve Amencan. and Women. The HUB must be certified by Texas Building and
Procurement Commi~s]on or another entit.
For Pr<ltil ()rganization
SUMJv1ARY at CONTRACT DOCUMENTATION
COVER PAGE] - DSHS ,md Contractor Data
COVER PAGE2 - Details ()fProgram Atulchillcnt(~ I
COVER PAGE 3 - Authorized Signatures
GENERi\L PROVISIONS - 2007
PROGRAM ATTACHMENT( S)
EXHIBITS. IF APPLlCABLE
2006-397
08/29/06
Res0269.35
Cover Page]
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DETAILS OF ATTACHMENTS
Att DSHS Program 10/ f enn I Financial Assistance Direct Total Amount
Ii Amd DSHS Purchase ---+- Assistance (DSHS Share)
No Order Number Begin End Source 01 Amount
Funds*
iT~-.---- ---+-- --- --._- -- --- -..-- --- --_._-~---~._.._----"
iI 01 S&AL ()9/0 1/0(, OXIJ L07 State i 22,50000 0.00 22,500.00
ii
Ii 0OOO3198lJ4
11 -----f---
II _______--L___ _ - - --.-_._----------
Ii DSHS Contract No "74(jO()0574I 02007 Totals i $ 22,50000 $ 0.00 $ 22,500.00
I
*Federal funds are mdicated by ,I numbeJ from the Catalog of Federal Domestic Assistance (CFDA), if applicable. REFER TO
BUDGET SECTION OF ANY ZERO AMOUNT ATTACHMENT FOR DETAILS.
C over Page 2
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EXECLTED IN DUPLICATE ORIGINALS 01\ THE DATES SHOWN
CORPUS CHRISTl (CITY OF)
Authorized Contracting Entity (type above if different
from Contractor) for and in behalf of
CONTRACTOR N A~1E
CORPUSCHRISTI-NUECES COUNTY PUBLIC
HEAL THDISTRICT (CITY)
By:
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(Name and Title)
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Date
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RECOMMENDED
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1. ~ ~.. . e-l. ~ t.. "'. ,;?1L/!.
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(Colltractor Director, if ditterent
I rom person authoril.ed to ..;ign cont'act)
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DSHS NAME:
DEPARTMENT OF STATE HEALTH
SERVICES
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(Signature of person authorized to sign contracts)
Date
Bob Burnette. Director
Client Services Contracting Unit
(Name and Title)
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DSHS Contract No: 7460005741D2007
Cover Page 3
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CONTRACT NO. - 7460005741D-2007
PROGRAM ATTACHMENT NO. 01
PURCHASE ORDER NO. 0000319894
CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT
(CIT'( )
DSHS PROGRAt\.l ENVIRON~lENTAL AND CONSUMER SAFETY SECTION
TERM September L 2006 THRU: August 31. 2007
SECTION 1. STATEMENT OF WORK:
Contractor shall conduct laboratory services for the analysis of bay water samples collected by
DSHS Test shall be performed in a laboratory certified to meet United States (U.S.) Food and Drug
Admimstration requirements for shellfish waters
Contractor shall:
· Provide testing capacity for a minimum of forty (40) laboratory analysis tests of bay water
samples per day for DSHS field offices. The number of laboratory analysis tests bay water
samples per year IS approximately 800-1500. Peak laboratory needs are from October 15
through May 15;
· Analyze bay watel samples for fecal coliform using the Association of Analytical Chemists
(AOAC) modified A-I method for Most Probably Number (MPN) using multiple tube
fermentation:
· Be available for analysis a minimum of SIX (6) days a week, 8:00 am to 5:00 pm;
· Make results available to DSHS by phone and fax within two (2) hours of completion of
laboratory results and mail legible, reproducible laboratory result forms to DSHS at the
followmg address
Department of State Health Services
Attn: Seafood and Aquatic Life Group
1100 West 49th Street
Austin. 'IX 78756
· Be accessible by land and aIr travel, and be in a location where deIlvery services are available
which can guarantee overnIght delivery:
· Be certified by the U.S. Food and Drug Administration or its certifying agency Department
State Health Services for analysls of shellfish waters;
ATTACHMENT - Page I
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. Meet laboratory proficiency standards as set forth in "Laboratory Procedures for the
Examination of Seuwater and Shellfish, fourth edition, 1970" or the latest edition accepted by
the U.S. Food and Drug Administration, for analysis of shellfish for laboratories that have
heen cleaned and autoclaved:
. Return bay water sample bottles to the originating DSHS field office in containers supplied
by DSHS, return freight collect to DSHS.
SECTION II. SPECIAL PROVISIONS'
Contractor shall comply with the federal Civtl Rights Act of 1964, as amended, and the
Rehabilitation Act of 1979. Public Law section 93 - 112, section 504.
Contractor shall prepare and maintain records of services provided under to this contract. Retention
ofrecords shall be for three (3) years. The records shall be retained beyond the three (3) year period
for any records, which are subject to an audit exception until the audit exception is resolved.
SECTION m. BUDGET
For services satisfactorily peltormed, DSHS will pay Contractor an amount of $25.00 for each
completed and satisfactori Iy performed fecal coliform test with a total amount not to exceed
$22,500.00.
Contractor shall submit a State of Texas Purchase Voucher (Form B-13) for services performed on a
monthly basis to:
Department of State Health Services
Claims Processing Unit
1100 West 49th Street
Austin. TX 78756
Contractor may submit the State of Texas Purchase Voucher (Form B-13) via facsimile at (512) 458-
7442 or e-mail atmailto:invoices@dshs.state.tx.us.
Form B-13 shall include total number of laboratory tests performed for which results are reported.
Compensation for tests shall be based on the bidder's test fee schedule for the test.
Payment under thIS contract Attachment is subject to availability of funds. If funds become
unavailable, DSHS shall immediately notify Contractor. Contractor will be relieved ofpeIformance
under this contract Attachment if funds become unavailable.
Total payments will not exceed $22,500.00.
A TT ACHMENT - Page 2
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2007 GENERAL PROVISIONS (VENDOR)
T ABLE OF CONTENTS
ARTICLE I COMPLIANCE AND REPORTING 1
1.01 Compliance with Statutes and Rules 1
1.02 Compliance with Requirements of Solicitation Document 1
1.03 Reporting 1
1.04 Immunization Reporting 1
1.05 Client Eligibility 1
1.06 Federal and State Laws, Rules and Ordinances 1
1.07 Applicable Contracts Law and Venue for Disputes 2
1.08 Statutes and Standards of General Applicability 2
1.09 General Provisions Applicable to Interagency & Interlocal Contracts 4
ARTICLE II SERVICES 5
1.01 Education to Persons in Residential Facilities 5
1.02 Disaster Services 5
1.03 Consent to Medical Care 5
1.04 Telemedicine Medical Services 5
ARTICLE III FUNDING 6
3.01 Debt to State and Corporate Status 6
3.02 Application of Payment Due 6
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 6
4.01 Payment Methods 6
4.02 Billing Submission 6
4.03 Third Party Payors 7
ARTICLE V TERMS AND CONDITIONS OF PAYMENT 7
5.01 Prompt Payment 7
5.02 Withholding Payments 7
5.03 Acceptance as Payment in Full 7
ARTICLE VI CONFIDENTIALITY 8
6.01 Confidential Information 8
6.02 Maintenance of Confidentiali~ 8
6.03 Use of PHI 8
6.04 Disclosure to Department 8
6.05 Department Access to PHI 8
6.06 Exchange of Client-Identifying Information 8
6.07 Security of Patient or Client Records 8
6.08 HIV/AlDS Model Workplace Guidelines 9
ARTICLE VII
7.01 Retention
RECORDS RETENTION
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7.02 Survival of Obligations 9
ARTICLE VIII ACCESS AND INSPECTION 9
1.01 Access 9
1.02 State Auditor's Office 10
1.03 Responding to Deficiencies 10
ARTICLE IX NOTICE REQUIREMENTS 10
9.01 Child Abuse Reporting Requirement 10
9.02 Significant Incidents 11
9.03 Litigation 11
9.04 Action Against the Contractor 11
9.05 Insolvency 11
9.06 Misuse of Funds 11
'.07 Criminal Activity and Disciplinary Action 11
9.08 Retaliation Prohibited 12
9.09 Documentation 12
ARTICLE X ASSURANCES AND CERTIFICATIONS 12
10.01 Certification 12
10.02 Contracting with Executive Head of State Agency 12
10.03 Child Support Delinquencies 13
10.04 Authorization 13
10.05 Gifts and Benefits Prohibited 13
10.06 Ineligibility to Receive the Contract 13
10.07 Antitrust 13
ARTICLE XI GEN. BUS. OPERATIONS OF CONTRACTOR 14
11.01 Duty of Compliance 14
11.02 Fidelity Bond 14
11.03 Liability Coverage 14
11.04 Program Site 14
11.05 Historically Underutilized Businesses (HUBs) 14
11.06 Buy Texas 15
11.07 Status of Subcontractors 15
11.08 Incorporation of Terms 15
11.09 Independent Contractor 15
11.10 Authority to Bind 15
11.11 Tax Liability 15
11.12 Notice of Organizational Change 15
11.13 Quality Management 16
ARTICLE XII GENERAL TERl\1S
12.01 Assignment
12.02 Lobbying
16
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12.03 Contlict of Interest 16
12.04 Transactions Between Related Parties 16
12.05 Intellectual Property 17
12.06 Other Intangible Property 18
12.07 Severability and Ambiguity 18
12.08 Legal Notice 18
12.09 Successors 18
12.10 Headings 19
12.11 Parties 18
12.12 Survivability of Terms 18
12.13 Customer Service Information 18
12.14 Amendment 19
12.15. Contractor's Notification of Change to Certain Contract Provisions 19
12.16 Contractor's Request for Revision of Certain Contract Provisions 19
12.17 Immunity Not Waived 20
12.18 Hold Harmless 20
12.19 Waiver 20
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE 20
13.01 Actions ConstitutiDg Breach of Contract 20
13.02 General Remedies and Sanctions 21
13.03 Notice of Sanctions 22
13.04 Emergency Action 23
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT 23
14.01 Breach of Contract Claim 23
14.02 Notice 23
14.03 Sole Remedy 23
14.04 Condition Precedent to Suit 23
14.05 Performance Not Suspended 24
ARTICLE XV TERMINATION 24
15.01 Expiration of Contract or Program Attachment(s) 24
15.02 Effect of Termination 24
15.03 Acts Not Constituting Termination 24
15.04 Termination Without Cause 24
15.05 Termination For Cause 25
15.06 Notice of Termination 26
ARTICLE XVI VOID. SUSPENDED AND TERMINATED
CONTRACTS 26
16.01 Void Contracts 26
16.02 Effect of Void, Suspended or Involuntarily Terminated Contract - 26
16.03 Appeals Rights 26
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ARTICLE XVII CLOSEOUT AND CONTRACT
HECONCILIA TION
17.01 Cessation of Services at Closeout
17.02 Administrative Offset
11.03 Deadline for Closeout
11.04 Payment of Refunds
11.05 Disallowances and Adjustment
17.06 Contract Reconciliation
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Fiscal Year 2007 Performance Contract
General Provisions
(CoreN endor)
ARTICLE I
COMPLIANCE AND REPORTING
Section 1 01 Compliance with Statutes and Rules. Contractor shall comply, and shall
require its subcontractor(s) to comply, with the requirements set forth in the Department's
roles of general applicability and other applicable statutes and rules as such statutes and rules
currently exist and as they may be lawfully amended. The Department rules are set forth in
the Texas Administrative Code, Title 25 (Rules). Where applicable, federal statutes and
regulations, including federal grant requirements applicable to funding sources, shall apply to
this Contract. To the extent this Contract imposes a higher standard or additional
requirements beyond those required by applicable statutes, regulations or the Rules, the terms
of the Contract shall control.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as
specified in these General Provisions or the Program Attachment(s), Contractor shall comply
with the requirements, eligibility conditions, assurances, certifications and program
requirements of the Solicitation Document (including any revised or additional terms agreed
to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of
this Contract or any subsequent renewals. The Parties agree that the Department has relied
upon the Contractor's response to the Solicitation Document. The Parties agree that any
misrepresentation contained in the Contractor's response to the Solicitation Document shall
constitute a breach of this Contract
SectlOn 1.03 Reporting. Contractor shall submit reports in accordance with the reporting
requirements established by the Department. Contractor shall provide any other information
required by the Department. 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 III delayed payment, and may adversely affect
evaluation of Contractor's future contracting opportunities with the Department. Contractor
shall submIt reports and additional information requested by DSHS in the format required by
DSHS
SectIOn 1.04 Immunization Reporting. If Contractor provides immunizations,
Contractor shall comply with all immunization reporting guidelines and requirements set
forth in Health and Safety Code, Chapter 161, Subchapter A. Contractor shall include this
provision in any subcontract with subcontractors that provide immunizations.
Section 1.05 Client Eligibility. Where applicable, financial eligibility criteria, financial
assessment procedures, and standards developed by the Department shall be utilized by
Contractor to determine client eligibility.
SectIon 1.06 Federal and State Laws, Rules and Ordinances. Contractor shall comply
with all applicable federal and state statutes, rules and regulations, including but not limited
to Office of Management and Budget (OMB) Circulars cost principles and Uniform Grant
EF29-12426 General PrOVIsions (Core Vendor 2007)
Revised 7/20/06 Page: GP 1
Management Standards (UGMS). as applicable where costs are used in determining the
appropriate price
SectJon ] .07 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, the Contract shall be governed by, and construed in accordance
with, the laws of the State of Texas In the event of a dispute between the Parties, venue for
any SUlt shall be Travis County. Texas
SectIon 1.08 Statutes and Standards of General Applicability. It is Contractor's
responsibility to review and comply with all applicable statutes, rules, regulations, executive
orders and policies. Contractor shall carry out the terms of this Contract in a manner that is in
compliance with the provisions set forth below. To the extent such provisions are applicable
to Contractor, Contractor agrees to comply with the following:
a) The following statutes and DSHS policy that collectively prohibit discrimination on
the basis of race, color, national origin, limited English proficiency, sex, sexual orientation
(where applicable), disabilities, age, substance abuse or religion: 1) Title VI of the Civil
Rights Act of 1964, 42 US.c.A. ~S 2000d et seq.; 2) Title IX of the Education Amendments
of 1972,20 D.SC.A. S~ 1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act
of 1973, 29 D.S.C.A. ~. 794(a); 4) the Americans with Disabilities Act of 1990, 42 U.S.C.A.
99 12101 et seq.; 5) Age Discrimination Act of 1975, 42 U.S.C.A. ~9 6101-6107: 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act
of 1970,42 USC.A. S 290dd (b)(l). 7) 45 CFR Parts 80,84,86 and 91; 8) TEX. LAB. CODE.
ch. 21; and 9) DSHS Policy AA-5018. Non-discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 D.S.C.A. SS 1101 et seq.,
re1atmg to drug abuse;
c) Public Health Service Act of 1912, ~S 523 and 527, 42 U.S.C.A. ~ 290dd-2, and
42 CF.R. pt. 2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 D.S.C.A. SS 3601 et seq., relating
to nondiscrimination in housing:
e) Immigration Reforrn and Control Act of 1986, 8 D.S.C.A. 9 1324a,
regarding emplovrnent verification;
f) Pro-Children Act of 1994, 20 U.S.C.A. 99 6081-6084, regarding the non-use of
all tobacco products;
g) National Research Service Award Act of 1971,42 US.C.A. 99 289a-l et seq.,
and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human subjects involved
in research;
h) Hatch Political Activity Act 5 US.CA. ~9 7321-26, which limits the political
activity of employees whose emplOyment is funded with federal funds;
i) Fair Labor Standards Act, 29 U.S.C.A. 99 201 et seq., and the Intergovernmental
Personnel Act of 1970, 42 U.S.C.A 99 470] et seq., as applicable, concerning minimum
EF29-12426 General ProvIsions (Core Vendor 2007)
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wage and maximum hours;
j) TEX. GOy'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural
barriers for persons with disabilities;
k) Texas Workers' Compensation Act, TEX. LABOR CODE, chs. 401-406 28 TEX.
ADMIN CODE pt. 2, regarding compensation for employees' injuries;
1) 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 9 1910.1030, or Title 25 Tex. Admin Code ch. 96 regarding safety
standards for handling hlood borne pathogens;
n) Laboratory Animal Welfare Act of 1966,7 USC 99 2131 et seq., pertaining to the
treatment of laboratory animals;
0) Environmental standards pursuant to the following: 1) Institution of environmental
quality control measures under the National Environmental Policy Act of 1969, 42 use ~~
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), "Provlding for Administration of the Clean Air Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961; 4) Evaluation
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 1 02( a) of the
Flood Disaster Protectlon Act of 1973 (P.L. 93-234); 5) Assurance of project consistency
with the approved State Management program developed under the Coastal Zone
Management Act of 1972, 16 use SS 1451 et seq; 6) Conformity of federal actions to state
clean air implementation plans under the Clean Air Act of 1955, as amended, 42 USC 9~
7401 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking
Water Act of 1974, 42 USC ~9 300f-300j; 8) Protection of endangered species under the
Endangered Species Act of 1973, 16 USC SS 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) Protection of underground sources of drinking water under the Safe Drinking Water Act
of 1974,42 use 9~30()f-330j; 11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. SS 1271 et
seq.) related to protecting certain rivers system; and 12) Lead-Based Paint Poisoning
Prevention Act (42 lS.C S~ 4801 et seq.) prohibiting the use of lead-based paint in
residential construction or rehabi Ii tation;
p) Intergovernmental Personnel Act of 1970 (42 USC 9S4278-4763 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 C.F.R.
Part 900, Subpart F);
q) Titles II and If I of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons displaced or whose
property is acquired as a result of Federal or federally-assisted programs;
r) Davis-Bacon Act (40 U.S.C S9 276a to 276a-7), the Copeland Act (40 U.S.c. 9276c
and 18 U.S.C 9 874), and the Contract Work Hours and Safety Standards Act (40 V.S.C. 99
327-333), regarding lahar standards for federally-assisted construction subagreements;
EF29-12426 General Provisions (Core Vendor 2007)
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s) National Histone PreservatIOn Act of 1966,9106 (16 U.S.c. ~ 470), Executive Order
11593, and the Archaeological and Historic Preservation Act of 1974 (16 U.S.c. ~9 469a-l et
seq.) regarding historic property to the extent necessary to assist DSHS 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-Profit
Organizations ~" and
u) reqUlrements)f any other applicable statutes, executive orders, regulations and
policies.
If thIS Contract is funded by a grant, additional requirements found in the Notice of Grant
Award are imposed on Contractor and incorporated herein by reference.
SectIOn 1.09 General Provisions Applicable to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to
Contractors 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:
1) Hold Harmless;
2) Independent Contractor (delete the third sentence in its entirety; delete the word
"employee" from the fourth sentence; the remainder of the section applies); and
3) Liability Coverage.
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered mto pursuant to the authority granted and in compliance
with the provisions of the Interagency Cooperation Act, Gov. Code Chapter 771.
2) The parties hereby certify that (1) the services specified are necessary and essential
for the activities that are properly within the statutory functions and programs of the
effected agencies of State government; (2) the proposed arrangements serve the
interest of efficient and economical administration of the State government, and (3)
the services, supplies or materials contracted for are not required by Section 21 of
Article 16 of the Constitution of the State of Texas to be supplied under contract
given to the lowest responsible bidder.
3) DSHS certifies that it has the authority to enter into this Contract granted in Health
and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory
authority to emer into and perform this Contract.
(c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance
with the provisions of the lnterlocal Cooperation Act, Gov. Code Chapter 791.
2) Payments made by DSHS to Contractor shall be from current revenues available to
DSHS,
.3) Each party represents that it has been authorized to enter into this Contract.
(d) Contractor agrees that Contract Revision Requests, 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 board.
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ARTICLE II
SERVICES
Section 2 01 Education to Persons in Residential Facilities. If applicable, Contractor
shall ensure that all persons, who are housed in Department licensed and/or funded residential
facilities and who are twenty-two (22) years of age or younger, have access to educational
services as reqUIred by TEX. EDUC. CODE ~ 29.012. Contractor shall notify the local
education agency or local early intervention program as prescribed by TEX. EDUC. CODE ~
29.012 not later than the third calendar day after the date a person who is twenty-two (22)
years of age or younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency,
including natural, man-made, criminal, terronst, and/or bioterrorism events, declared as a
state disaster by the Governor, or a federal disaster by the appropriate federal official,
Contractor may be called upon to assist DSHS in providing services, as appropriate, in the
following areas: community evacuatlOn, 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. If Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or through
contracts with subcontractors, the treatment of a minor shall be provided only if consent to
treatment is obtained pursuant to TEX. F AM. CODE, Chapter 32 relating to consent to treatment
of a child by a non-parent or child or pursuant to other state law. If requirements of federal
law relating to consent directly conflict with TEX. F AM. CODE, Chapter 32, federal law shall
supersede state law.
SectIOn 2.04 Telemedicine Medical Services. Contractor shall ensure that if a provider
uses telemedicine/telepsychiatry 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 the equipment standards as required by the Department.
Procedures of telemedicine service provision must include the following requirements:
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a) c1mical oversight bv the Contractor's medical director or designated physician responsible for
medIcal leadership:
b) contraindIcation considerations for telemedicme use;
c) qualified staff members to ensure the safety of the mdividual being served by telemedicine at the
remote site;
d) safeguards to ensure confidentIalIty and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their licenses;
f) demonstrated competency in the operations of the system by all staff members who are involved
in the operatlOn of the system and provisIOn of the services prior to initiating the protocol;
g) pnonty m scheduling the system for clinical care of mdividuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
ARTICLE III
FUNDING
SectJon 3.01 Debt to State and Corporate Status. Pursuant to TEX. GoV'T. CODE ~
403,055, the Department will not approve and the State Comptroller will not issue payment to
Contractor if Contractor is indebted to the State for any reason, including a tax delinquency.
Contractor, if a corporation, certifies by execution of this Contract that it is current and will
remain current in its payment of franchise taxes to the State of Texas or that it is exempt from
payment of franchise taxes under Texas law (Texas Tax Code 99171.001 et seq, as amended).
Contractor, if a corporation, further certifies that it is and will remain in good standing with
the Secretary of State's office. A false statement regarding franchise tax or corporate status is
a material breach of this Contract If franchise tax payments become delinquent during the
Contract term, all or part of the payments under this Contract may be withheld until
Contractor's delmquent franchise tax is paid in full.
SectIOn 3.02 Application of Payment Due. Contractor agrees that any payments due
under this Contract will be applied towards any debt, including but not limited to delinquent
taxes and child support that is owed to the State of Texas.
ARTICLE IV
PA YMENT METHODS AND RESTRICTIONS.
SectIOn 4.01 Payment Methods Except as otherwise provided by the Special Provisions
of this Contract, the payment method for each program shall be one of the following methods:
(a) cost reimbursement. [his payment method is based on an approved budget in the
Program Attachment(s) and successful submission ofa request for reimbursement;
(b) unit rate. ThIS payment method is based on the set unit rate stated in the Program
Attachment(s) and successful submIssion of all required forms; or
(c) fee-for-service, This payment method is based on the agreed fee stated in the
Program Attachment( s) and successful submission of all required forms.
SectIOn 4.02 Billing Submission, Contractors shall bill the Department in accordance
with the Program Attachrnent(s) in the form and format prescribed by DSHS. Unless
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otherwIse specified in the Program Attachment(s), Contractor shall submit requests for
reimbursement or payment monthly \\/ithin thirty (30) calendar days following the end of the
month covered by the bill.
SectIon 4.03 Third Party Payors. A third party payor is any person or entity who has the
legal responsibility for paying for all or part of the services provided, including commercial
health or liability insurance carriers, Medicaid, or other federal, state, local, and private
funding sources Except as provided in the Contract, Contractor shall screen all clients and
shall not bill the Department for services eligible for reimbursement from third party payors.
Contractor shall: (a) enroll as a provider in Children's Health Insurance Plan and Medicaid if
providing approved services authorized under the Contract that may be covered by those
programs, and bill those plans for the covered services; (b) provide assistance to individuals
to enroll in such programs when the screening process indicates possible eligibility for such
programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay
a deductible required by a third party payor, to receive services up to the amount of the
deductible and to bill the Department for the deductible; (d) not bill the Department for any
services eligible for third party reimbursement until all appeals to third party payors have
been exhausted: (e) maintain appropriate documentation from the third party payor reflecting
attempts to obtain reimbursement; (f) bill all third party payors for services provided under
this Contract before submitting any request for reimbursement to Department; and (g) provide
third party billing functions at no cost to the client.
ARTICLE V
TERMS AND CONDITIONS OF PAYMENT.
SectIOn 5.0] Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to
this Contract, Department will pay Contractor. Payments are contingent upon a signed
Contract and will not exceed the total of authorized funds under this Contract. Contractor is
entitled to payment only if the service, work, and/or product has been authorized by the
Department and performed or provided pursuant to the Contract. If those conditions are met,
Department will make payment in accordance with the Texas prompt payment law (TEX.
GoV'T CODE, Chapter 2251) Contractor must comply with TEX. GOV'T. 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 shall be subject to audit by the Department.
SectIOn 5.02 Withholding Payments. Department may withhold all or part of any
payments to Contractor to offset reimbursement for any ineligible expenditures or
overpayments that Contractor has not refunded to Department, or if financial status report(s)
required by the Department are not submitted by the date(s) due. Department may take
repayment from funds available under this Contract, active or expired, in amounts necessary
to fulfill Contractor's repayment obligations.
SectIon 5.03 Acceptance as Payment in Full. Contractor shall accept reimbursement or
payment from DSHS as payment in full for services or goods provided to clients. Contractor
agrees to not seek addltional reimbursement or payment for services or goods from clients.
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ARTICLE VI
CONFIDENTIALITY.
Section 6,01 Confidential Information. Contractor is required to comply with state and
federal laws relating t{l the pnvacy and confidentiality of patient and client records that
contain protected health information (PH!), or other information or records made confidential
by law.
SectIOn 6.02 Maintenance of Confidentiality. Contractor must maintain the
confidentiality of information received during the performance of this Contract, including
PHI, and any other Information that discloses confidential personal information or identifies
any client served by DSHS, in accordance with applicable federal and state law and Rules,
including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164;
Health and Safety Code Chapters 12,47,81,82, 85, ~ 88, 92,161,181,241,245,251,534,
576, 577,596, 6] 1, and 773; and Occupations Code, Chapters 56 and 159 and all applicable
Rules.
Section 6.03 Use of PHI. If Contractor is subject to HIP AA privacy regulations at 45
CFR Parts 160 and 164. Contractor may receive, use and disclose PHI, as defined in 45 CFR
fi164.501, only to carry out Contractor's duties under this Contract in accordance with the
regulations. When using or disclosmg PHI or when requesting PHI from another entity,
Contractor must make reasonable efforts to limit the PHI to the minimum necessary to
accomplish the intended purpose of the use, disclosure or request.
SectIOn 6,04 Disclosure to Department. Contractor is required to disclose PHI of
patients or clients provided services funded through this Contract and other confidential
information to Department upon request, or as otherwise required in other contract provisions
or laws governing the release of client records or other confidential information.
Section 6.05 Department Access to PHI. Contractor shall cooperate with Department to
allow Department to request, collect and receive PHI under this Contract, without the consent
of the individual to whom the PHI relates, for funding, payment and administration of the
grant program. Contractor shall cooperate with Department to allow Department to request,
collect and receive PHI under this Contract, without the consent of the individual to whom
the PHI relates, under applicable state and federal confidentiality and privacy laws, including
the Health Insurance Portability and Accountability Act (HIP AA) and the Privacy Standards
adopted to implement HIPAA. at 45 C.F,R. pts 160 and 164, at S 164.512, and TEX. Gee.
CODE ch. 159, at ~S 159.003 and 159,004.
SectIOn 6.06 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 9 164.504(e)(3)(i)(B), Health and Safety Code ~ 533.009 and Rule Chapter 414,
Subchapter A or other applicable law or rules. Contractor shall disclose infonnation described
in Health and Safety Code S 614.(11 7(a)(2) relating to special needs offenders, to an agency
described In Health and Safety Code 9614.017(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 607
Security of Patient or Client Records. Contractor must ensure that patient
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and client records are managed in compliance with state and federal law relating to security
aad retention of medical or mental health and substance abuse patient records. Department
may require Contractor to transfer original or copies of patient and client records to
Department, without the consent or authorization of the patient or client, upon termination of
this Contract, or if the care and treatment of the individual patient or client is transferred to
another entity. Prior to providing services funded under this Contract to a patient or client,
Contractor shall attempt to obtain consent from the patient or client to transfer copies of
patient or client records to another entity funded by DSHS upon termination of this Contract
or if care or treatment is transferred to another DSHS-funded contractor.
Section 6.08 HIV/AIDS Model Workplace Guidelines. If providing direct client care,
services, or programs, Contractor shall implement Department's policies based on the
HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model
Workplace Guidelines for Businesses, State Agencies, and State Contractors, policy No.
090.021, and Contractor shall educate employees and clients concerning HIV and its related
conditions, including AIDS, in accordance with the TEX. HEALTH & SAFETY CODE 9 85.112-
114. A link to the Model Workplace Guidelines can be found on the Texas Department of
Health legacy website at http://www.tdh.state.tx.uslhivstd/policv/policv2.htm#top.
ARTICLE VII RECORDS RETENTION.
Section 7.01 Retention. Contractor shall retain records in accordance with the
Department's State of Texas Records Retention Schedule, located at
htto://www.dshs.state.tx.us/records/schedules.shtm. Department Rules and other applicable
state and federal statutes and regulations governing medical, mental health, and substance
abuse information. At a minimum Contractor shall retain and preserve all records, including
financial records, which are generated or collected by Contractor under the provisions of this
Contract, for a period of four (4) years after the termination of the 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 to this Contract that are the subject of
litigation or an audit until the litigation has ended or all questions pertaining to the audit are
resolved. Legal reqmrements 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, S 165 1 (b) and (c) or other applicable statutes and regulations
governing 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 the Contract are securely stored and are accessible by the
Department upon Department's request for at least four years from the date Contractor ceases
business or from the termination date of the Contract, 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 Contract.
Section 7.02 Survival of Obligations. The obligations of Contractor to retain records and
maintain confidentiality of information shall survive this Contract.
ARTICLE VIII ACCESS AND INSPECTION.
Section 8.01 Access. In addition to any right of access arising by operation of law,
Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors
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shall permit the Department or any of its duly authorized representatives, as well as duly
authorized federal, state or local authorities, mcluding the Dffice of the Inspector General at
HHSC (DIG), and the State Auditor's Dffice (SAD), unrestricted access to and the right to
examine any site where business is conducted and all records (including client and patient
records, if any). books, papers or documents related to the Contract. If deemed necessary by
the Department or the DIG, for the purpose of investigation or hearing, Contractor shall
produce original documents related to the Contract. Further, Contractor will ensure that
infonnation collected, assembled or maintained by the Contractor relative to this Contract is
avaIlable to the Department for the Department to respond 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. Payments will not foreclose the right of Department and
HHSC to recover excessive or illegal payments. Contractor will ensure that this provision
concerning the right of access to, and examination of, information related to the Contract is
included in any subcontract it awards
SectlOn 8.02 State Auditor's Office. Contractor shall, upon request, make all records,
books, papers, documents, or recordings related to this Contract available for inspection,
audit, or reproduction during normal business hours to any authorized representative of the
Department. The Contractor understands that the acceptance of funds under this Contract
acts as acceptance of the authority of the SAG, or any successor agency, to conduct an audit
or investigation 111 corUlection with those funds. The Contractor further agrees to cooperate
fully with the SAD or its successor in the conduct of the audit or investigation, including
providing all records requested, and providing access to any information the SAD considers
relevant to the investigation or audit. Contractor will ensure that this provision concerning
the authority to audit funds will apply to funds received indirectly by subcontractors through
the Contractor, and the requirement to cooperate, is included in any subcontract it awards.
SectlOn 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC
upon examination of Contractor's records will be conveyed in writing to Contractor.
Contractor will submit. by the date prescribed by DSHS, a resolution to the deficiency in a
program review or management or financial audit to the satisfaction of DSHS. A DSHS or
HHSC determination of either an inadequate or inappropriate resolution of the findings may
result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-
Compliance Article of this Contract.
ARTICLE IX
NOTICE REQUIREMENTS.
Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health
and substance abuse contractors and contractors for the following public health programs:
HIV/STD; Family Planning (Titles X and XX); Primary Health Care; Maternal and Child
Health; and Nutrition Services. Contractor shall make a good faith effort to comply with
child abuse reporting guidelines and requirements in TEX. F AM. CODE ch. 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 ContractorslProviders and train all staff on reporting
requirements. Contractor shall use the Checklist for Monitoring located at
www.dshs.state.tx.us/chlldabusereporting as required by the Department. Contractor shall
retain reporting documentation on site and make it available for inspection by DSHS.
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SectIon 9.02 Significant Incidents. In addition to notifying the appropriate authorities,
Contractor shall report to the Division Contract Management Unit assigned to the Contract
incidents involving substantial disruption of 'program operation or potentially affecting
Department funded clients or participants within seventy-two (72) hours of discovery.
SectlOn 9.03 Litigation. Contractor shall notify the Division Contract Management Unit
assigned to the Contract of litigation 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, professlonal liability, and employee litigation. Notification shall include the
names of the parties. nature of the litigation and remedy sought, including amount of
damages, if any
SectIon 9.04 Action Against the Contractor. Contractor shall notify the Division
Contract Management Unit assigned to the Contract if Contractor has had a contract
suspended or terminated by any local, state or federal department or agency or nonprofit
entity. Such notification shall mclude the reason for such action that includes 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 to the
Department by submltting a one page description of the reason(s) for such action that
includes the name and contact mformation of the local, state or federal department or agency,
or entity, the date of the license action, and a license or case reference number.
Section 9.05 Insolvency. Contractor shall notify in writing the Division Contract
Management Unit assigned to the Contract of Contractor's insolvency, incapacity, or
outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce
Commission (TWC) within three (3) working days of the date of determination that
Contractor is insolvent, incapacitated, or the date Contractor discovered an unpaid obligation
to the IRS or TWC. Contractor shall notify in writing the Division Contract Management
Unit assigned to the Contract of Its plan to seek bankruptcy protection within three (3)
working days of such action by the Contractor's board of directors.
SectIOn 9.06 Misuse of Funds. Contractor shall report to the Division Contract
Management Unit assigned to the Contract and to the State Auditor's Office (SAO), any
knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures,
unlawful activity, or violation of financial laws, rules, policies and procedures related to
performance under thIS Contract. Contractor shall make such report no later than three (3)
working days from the date of discovery. Contractor shall make the report to the SAO at
(800) TX-AUDIT, or hy Internet at http://www.sao.state.tx.us.
Section 9.07 Criminal Activit)' and Disciplinary Action. Contractor shall notify in
writing the Division Contract Management Unit assigned to the Contract if it has reason to
believe Contractor, or a person with ownership or controlling interest in the organization or
who is an agent or managing employee of the organization, an employee or volunteer of
Contractor, or a subcontractor has engaged m any activity that would constitute a criminal
offense equal to or greater than a Class A mIsdemeanor or if such activity would reasonably
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constitute grounds for disciplinary action by a state or federal regulatory authority, or has
been placed on community supervision, received deferred adjudication, or been convicted of a
criminal offense relating to involvement in any financial matter, federal or state program or
felony sex crime. Contractor shall make the reports required by this section no later than
three (3) workmg days from the date of discovery.
Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person
who reports a violation of, or cooperates with an investigation regarding, any applicable law,
rule, or standard to the SAO, the Department, another state agency, or any federal, state or
local law enforcement official.
Section 9.09
notices
Documentation. Contractor shall maintain appropriate documentation of all
ARTICLE X
ASSURANCES AND CERTIFICATIONS.
Section 10.01 Certification. Contractor certifies by execution of this Contract to the
following:
a) it is not ineligible for participation in federal or state assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any federal or state department or agency;
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 1S in good standing with all state and/or federal agencies that have a
contracting or regulatory relationship with Contractor; and
f) that no person who has an ownership or controlling interest in Contractor or
who is an agent or managing employee of Contractor has been convicted of a
criminal offense related to involvement in any program established under
Medicare, Medicaid, or a federal block grant.
Where Contractor is unable to certify to any of the statements in this Article, Contractor shall
submit an explanation to the Division Contract Management Unit assigned to the Contract. If
Contractor's status with respect to the items certified above changes during the Contract,
Contractor shall immediately notify the Division Contract Management Unit assigned to the
Contract.
SectIon 10.02 Contracting with Executive Head of State Agency. Contractor certifies that
it is in compliance With TEX. Gov'T. CODE 9 669.003, relating to contracting with the
executive head of a state agency. If Contractor currently or subsequently employs a current or
former executive head of DSHS, Texas Department of Health, Texas Department of Mental
Health and Mental Retardation or Texas Commission on Alcohol and Drug Abuse, Contractor
will submit the following inforrnatlOn to the Division Contract Management Unit assigned to
the Contract:
(a) Name ofExecutive~
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(b) Name of State Agency;
(c) Date of Separation from State Agency, If separated;
(d) Date of Employment with Contractor; and
(e) Other information as required by DSHS to verify Contractor's compliance with TEX.
GOy'T, CODE 9 669.003.
Section 10.03 Child Support Delinquencies. As required by TEX,FAM.CODE 9 231.006,
a child support obligor who is more than thirty (30) calendar days delinquent in paying child
support and a busmess entity in which the obligor is a sole proprietor, partner, shareholder, or
owner with an ownershIp interest of at least twenty-five percent (25%) is not eligible to
receive payments from state funds under a contract to provide property, materials, or services
or receive a state-funded grant or loan. If applicable, Contractor 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 10.04 Authorization. Contractor certifies that it possesses legal authority to contract
for the services set forth 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 the Contract and to
provide such additional mformation as may be required.
Section 10.05 Gifts and Benefits Prohibited. Contractor certifies that it has not given,
offered to give, nor intends to give at anytime hereafter, any economic opportunity, present or
future employment, gift, loan, gratuity, special discount, trip, favor, or service to a DSHS or
HHSC official or employee in connection with this Contract.
SectIOn 10.06 Ineligibility to Receive the Contract. Pursuant to TEX. GOV'T. CODE Section
~ 2155,004, Contractor is ineligible to receive this Contract if the Contract includes financial
participation by a person who received compensation from DSHS to participate in preparing
the specifications 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 preparation of specifications for
this Contract or in the Solicitation Document on which this Contract is based. Contractor
further certifies that the individual or business entity named in this Contract is not ineligible
to receive the specified Contract. Contractor acknowledges that this Contract may be
terminated and payment withheld if these certi fications are inaccurate.
Sectlon 10.07 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and TEX. Bus. & COMM.
CODE Section ~ 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 the bid made to any competitor or any other
person engaged in such line of business for the purpose of substantially lessening competition
in such line of business.
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ARTICLE XI GENERAL BUSINESS OPERATIONS OF
CONTRACTOR.
SectIOn 11.01 Duty of Compliance. Contractor and its governing board, shall bear full
responsibility for the integrity of the fiscal and programmatic management of the
organization. ThIs provision applIes to all organizations, including Section 501(c)(3)
organizations as defined in the Internal Revenue Service Code as not for-profit organizations.
The responsibility of Contractor's governing board shall include: accountability for all funds
and materials received from Department; compliance with Department Rules, policies,
procedures, and applicable federal and state laws and regulations; and correction of fiscal and
program deficiencies identified through self-evaluation and Department's monitoring
processes. Further, Contractor's governing board shall ensure separation of powers, duties,
and functions of board members and staff. Staff members, including the executive director,
shall not serve as voting members of the Contractor's governing board. Ignorance of any
Contract provisi ons or other req uirements contained or referenced in this Contract shall not
constitute a defense or basis for waiving or appealing such provisions or requirements.
SectIOn 11.02 Fidelity Bond Contractor is required to carry a fidelity bond or insurance
coverage equal to the amount of funding provided under this Contract up to $100,000 that
covers each employee of Contractor handling funds under this Contract, including person(s)
authorizing payment of such funds. The fidelity bond or insurance shall provide for
indemnification of losses occasioned by: (1) any fraudulent or dishonest act or acts committed
by any of Contractor's employees. either individually or in concert with others, and/or (2)
failure of Contractor or any of its employees to perform faithfully hislher duties or to account
properly for all monies and property received by virtue ofhislher position or employment.
SectIOn 11.03 Liability Coverage. Contractor shall also maintain liability insurance
coverage, referred to 1'1 TEX. GOY' T. CODE 9 2261.102, as "director and officer liability
coverage," where Contractor is a legal entity that is required to have directors and/or officers.
This provision applies to entitles that are organized as non-profit corporations under the
Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas
Business Corporations Act; and any other legal entity that is required under Texas law to have
directors and/or officers. 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 director or officer of Contractor
damages Department's 1 nterests
Section 11.04 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, building, health,
fire, and safety standards.
Section 11.05 Historically Underutilized Businesses (HUBs). If Contractor was not
required to submit a HCB subcontracting plan, Contractor is encouraged to make a good faith
effort to consider subcontracting with HUBs as set forth in TEX. GOV'T CODE ch. 2161 and 1
TEX ADM. CODE ~ 111.12 Contractors may obtain a list of HUBs at
htto:/'W\\w.tboc.state.txus. If Contractor has filed a HUB subcontracting plan, the plan is
incorporated by reference in this Contract. If Contractor desires to make a change in the plan,
Contractor must obtain prior approval of the revised plan from the Department's HUB
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Coordinator before proposed changes will be effective under the Contract. Contractor agrees
to make a good faith effort to subcontract with HUBs during the performance of its contract
with Department and will report HUB subcontract activity to the Department's HUB
Coordinator in accordance with 1 TEX. ADM CODE glll.16(c).
Section 11.06 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. GOy'T CODE 9
2155.444 L
Section 11.07 Status of Subcontractors. Contractor shall require that all subcontractors
certify that they are in good standing with all state and federal funding and regulatory
agencies; are not currently debarred, suspended, revoked, or otherwise excluded from
participation in federal grant programs; are not delinquent on any repayment agreements; and
have not had a contract terminated by the Department. Contractors shall further require that
subcontractors certify that they have not voluntarily surrendered within the past three (3)
years any license issued by the Department.
Section 11.08 Incorporation of Terms. Contractor shall ensure that all written agreements
with the subcontractor incorporate the terms of this Contract, and provide that the
subcontractor is subject to audit by DSHS, HHSC and the SAO.
Section 11.09 Independent Contractor. Contractor is an independent Contractor.
Contractor shall direct and be responsible for the performance of its employees,
subcontractors, joint venture participants or agents. Contractor is not an agent or employee of
the Department or the State of Texas for any purpose whatsoever. For purposes of this
Contract, Contractor acknowledges that its employees, subcontractors, joint venture
participants or agents will not be eligible for unemployment compensation from the
Department or the State of Texas
Section 11.10 Authority to Bind. The person or persons signing and executing this Contract
on behalf of Contractor, or representing themselves as signing and executing this Contract on
behalf of Contractor, warrant and guarantee that they have been duly authorized by
Contractor to execute this Contract for Contractor and to validly and legally bind Contractor
to all of Its terms
Section 11.11 Tax Liability. Contractor shall comply with all state and federal tax laws and
is solely responsible for filing all required state and federal tax forms and making all tax
payments. In the event that the Department discovers that Contractor has a delinquent
liability or has failed to remain current on a delinquent liability to the IRS, the Contract will
be subject to immediate termination at the Department'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 termination. In addition to other remedies, the
Department has the right to place the Contract on high risk status in response to Contractor's
liabi lity to the IRS for any amount
Sectlon 11.12 Notice of Organizational Change. Contractor shall submit written notice
to the Division Contract Management Unit assigned to the Contract within ten business days
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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 the Contract in
accordance with the Amendments section of these General Provisions.
SectIon 11.13 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
ARTICLE XII GENERAL TERMS.
SectIOn 12.01 Assignment. Contractor will not transfer, assign, or sell its interest, in whole
or in part, in this Contract, or in any equipment purchased with funds from this Contract,
without the prior written consent of the Department.
Section 12.02 Lobbying. Contractor shall not use funds granted under this Contract to pay
any person for influencing or attempting to influence an officer or employee of any agency,
federal or state, a member of Congress, an officer or employee of Congress, or an employee
of a member of Congress in connection with the awarding of any contract or the extension,
continuation, renewal, amendment, or modification of any contract (31 D.S.C.A. ~ 1352, as
amended, and lJGMS) If at any time this Contract exceeds $100,000 of federal funds,
Contractor shall file with the DIvision Contract Management Dnit assigned to the Contract 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 the Contract, a
certification that none .)f the funds provided by Department have been or will be used for
payment to lobbyists, and disclosure of the names of any and all registered lobbyists with
whom Contractor has an agreement. Contractor shall require any person who requests or
receives a subcontract to file the same declaration, certification, and disclosure with the
Division Contract Management Lmt assigned to the Contract. Contractor shall file the
declaration, certIfication, and disclosure at the time of application for the contract; upon
execution of a contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and at the end of each calendar quarter in
which there occurs any event that materially affects the accuracy of the information contained
in any declaration, certi tication. or disclosure previously filed.
SectIon 12.03 Conflict of Interest Contractor represents to the Department that it does not
have nor shall it knowingly acquire any 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 any affiliate or subcontractor with Department or HHSC, their
commissioners, officers or employees, or any other entity or person involved in any way in
any project that is the subject of this Contract. Contractor shall establish safeguards to
prohibit employees from using theIr positions for a purpose that constitutes or presents the
appearance of personal or orgamzatlOnal conflict of interest or personal gain.
Section 12.04 Transactions Between Related Parties. Contractor shall identify and report
to DSHS any transaction between the 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
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immediately upon discovery. Contractor shall submit to the Division Contract Management
Unit assigned to the Contract the name, address and telephone number of the related party,
how the party IS related to the Contractor and the work the related party will perform under
the Contract A related party is a person or entity related to the Contractor by blood or
marriage, common ownership or any association that permits either to significantly influence
or direct the actIons or policies of the other. The Contractor, for purposes of reporting
transactIons betv.'een related parties, includes the entity contracting with the Department
under thiS Contract as \\ ell as the chief executive officer, chief financial officer and program
director of the Contractor. Contractor shall comply with TEX. Gov'T CODE ch. 573.
Contractor shall maintam 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 C.F.R. part 74, OMB Circ. No. A-II0 (Rev.
11/19/93, as further amended 09/30/99), 2 CFR 9215.42, and UGMS.
Section 12.05 Intellectual Property. Texas Health and Safety Code 912.020 authorizes
DSHS to protect intellectual property developed as a result of this Contract.
(a) "Intellectual property" means created property that may be protected under copyright,
patent, or trademark/service mark law.
(b) For purposes of this Contract "work made for hire" is intellectual property prepared for
DSHS use, or a work specially ordered or commissioned through a contract for DSHS use.
DSHS owns works made for hire unless it agrees otherwise by contract
(c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property. the federal awarding agency reserves a royalty-free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to
authorize others to use. for federal government purposes (1) the copyright in any intellectual
property developed under this Contract including any subcontract and (2) any rights of
copyright to which a Contractor purchases ownership with contract funds. Contractor shall
place an acknowledgment of federal awarding agency grant support and a disclaimer, as
appropriate, on any publication written or published with such support and, if feasible, on any
publication reporting the results of or describing a grant-supported activity. An
acknowledgment shall be to the effect that ;'This publication was made possible by grant
number ___ from (federal awarding agency)" or "The project described was supported by
grant number from (federal awarding agency)" and "Its contents are solely the
responsibility of the authors and do not necessarily represent the official views of the (federal
awarding agency)."
(d) In the event the terms of a federal grant award the copyright to Contractor, DSHS reserves
a royalty-free, nonexclusive, worldwide and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use, for DSHS, public health, and state governmental
noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an
invention, discovery, or improvement to any process, machine, manufacture, or composition
of matter; products; technology; SCientific information; trade secrets; and computer software,
III any work developed under a grant, sub grant, or contract under a grant or subgrant; and (2)
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any rights of copyright, service or trade marks or patents to which a grantee, sub grantee 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 re\ iew and approval to the Division Contract Management Unit assigned
to the Contract.
SectIOn 12.06 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 the Contract or under any
grant 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 the
Contract
SectIOn 12.07 Severability and Ambiguity. If any provision of this Contract is construed to
be illegal or invalid, the illegal or invalid proVision will be deemed stricken and deleted to the
same extent and effect as if never incorporated, but all other provisions will continue. Parties
represent and agree that the language contained in this Contract is to be construed as jointly
drafted, proposed and accepted.
Section 12.08 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 the address first given above (or at such
other address as the Party shall specify to the other Party in writing) or, if sent by certified
mail. on the date of receIpt.
Section 12.09 Successors. The Contract shall be binding upon the Parties and their
successors and assignees, except as expressly provided in this Contract.
Section 12.10 Headings. The articles and section headings used in the Contract are for
convenience of reference only and shall not be construed in any way to define, limit or
describe the scope or intent of any provisions.
Section 12.11 Parties. The Parties represent to each other that they are entities fully familiar
with transactions of the kind reflected by this document, and are capable of understanding the
termmology and meamng of its terms and conditions and of obtaining independent legal
advice pertaining to this Contract
Section 12.12 Survivability of Terms. Termination or expiration of this Contract for any
reason shall not release either party from any liabilities or obligations set forth in this
Contract that (a) the parties have expressly agreed shall survive any such termination or
expiration, or (b) remam to be performed or (c) by their nature would be intended to be
applicable following any such termination or expiration.
Section 12.13 Customer Service Information. If requested, Contractor shall supply such
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information as required by the Department to comply with the provisions of TEX. GOy'T
CODE ch. 2114 regarding Customer ServIce surveys.
Section 12.14 Amendment. Parties agree that the Department may reduce funds pursuant to
the terms of this Contract. Unless otherwise specified in these General Provisions, all other
amendments to this Contract must be in writing and agreed to by both Parties. Contractor's
request for certam budget revisions or other amendments must be submitted in writing,
including a justification for the request, to the Division Contract Management Unit assigned
to the Contract; and if a budget revision or amendment is requested during the last quarter of
the Contract term, Contractor's written justification must include a reason for the delay in
making the request. Revision or amendment requests may be granted at the discretion of
DSHS
Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The
following changes may be made to the Contract without the Department's prior approval:
1 ) Contractor's contact person and contact information.
2) Contact information for key personnel, as stated in the application.
3) Cumulative budget line item transfers that exceed 10% among direct cost categories
other than the equipment category, of cost reImbursement contracts of less than $100,000,
provided that the total budget amount is unchanged.
4) Minor corrections or clarifications to the Contract language that in no way alter the
Contract scope of work, objectives or performance measures.
5) A change in the Contractor's share of the budget via program income or match,
regardless of the amount of the change.
Contractor withm ten days shall notify in writing the Division Contract Management Unit
assigned to the Contract of any change enumerated in this section. The notification may be
by letter, fax or email.
SectIOn 12.16 Contractor's Request for Revision of Certain Contract Provisions.
Contractor may request a revision of the following provisions of the Contract:
1 ) Cumulative budget line item transfers among direct cost categories that exceed 10%
of cost reimbursement contracts of $100,000 or more, provided that the total budget amount
is unchanged.
2) Line item transfer of funds for direct payment of training allowances for any cost
reimbursement contract
1,) Change in clinic hours or location.
4) Change in equipment list substituting an item of equipment equivalent to an item of
equipment on the approved budget.
5) Changes in the equipment category of a previously approved equipment budget
(other than acquisition of additional equipment, which requires an amendment to the
Contract).
6) Changes specified In applicable cost principles as requiring prior approval,
regardless of dollar threshold.
In order to request a revision of any of the enumerated provisions, Contractor shall obtain a
Contract Revision Request form from the DSHS web site and complete the form as directed
by the Department. Two copies of the completed form must be signed by Contractor's
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representative who is authorized to sign contracts on behalf of Contractor and submitted to
the Division Contract \1anagement Unit assigned to the Contract. Any approved revision will
not be effective unless signed by the DSHS Director of Client Services Contracting Unit.
Circumstances of a requested contract revision may indicate the need for a Contract
amendment with written justificatlOn rather than a contract revision.
SectIon 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES
FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS
MAY HAVE BY OPERATION OF LAW.
SectIOn 12.18 Hold Harmless. Contractor. as an independent contractor, agrees to hold
Department, the State of Texas, individual state employees and officers, and the federal
government harmless and to indemnify them from any and all liability, suits, claims, losses,
damages and judgments, and to pay all costs, fees, and damages to the extent that such costs,
fees, and damages arise from performance or nonperformance of Contractor, its employeys,
subcontractors, Joint venture participants or agents under this Contract.
SectIOn ] 2.] 9 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 the Contract.
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE.
SectIOn 13.01 Actions Constituting Breach of Contract. Actions or inactions that
constitute breach of contract include. but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this
Contract,
b) failure to comply with any provision of this Contract:
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with Department or agreed
order issued by the Department;
e) 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
response to the Solicitation Document; or
g) any misrepresentation in the assurances and certifications in the Contractor's
application or response to the Solicitation Document or in this Contract.
SectIon 13.02 General Remedies and Sanctions. The Department will monitor Contractor
for both programmatic a.nd financial compliance. The remedies set forth below are available
to the Department agamst 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 to Department for any breach of this Contract and may monitor
Contractor for financial compliance The Department may impose one or more sanctions for
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each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor
is responsible for complying with all of the terms of this Contract. The listing of or use of
one or more of the remedies listed below does not relieve Contractor of any obligations under
the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail
over the provisions of thIS Article unless the statute, rule, regulation, or guideline can be read
together with the provision( s) of this Article to give effect to both. If 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 the Contract or a Program Attachment of the 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-one (31) calendar days before the
effective date of the termination in a notice of termination. The notice of
termination will state the effective date of the termination, the reasons for the
termination, and, if applicable, alert the Contractor of the opportunity to request a
hearing on the termination pursuant to TEX. GoV'T CODE ch. 2105 regarding
administration of Block Grants. The Contractor agrees that it shall not make any
claim for payment or reimbursement for services provided from the effective date
termination~
b) suspend all or part 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 subcontractor(s) or pending a
decision to terminate or amend the Contract, or (2) an action taken by a
suspending official in accordance with Department rules to immediately exclude a
person from participating in contract transactions for a period of time, pending
completion of an investigation and such legal or debarment proceedings as may
ensue Contractor costs resulting from obligations incurred by Contractor during a
suspension are not allowable unless expressly authorized by the notice of
suspenSIOn:
c) deny additional or future contracts or renewals with Contractor;
d) reduce funding if the Contractor fails to provide services or goods consistent
with performance expectations described in the Contract;
e) disallow (deny both use of funds and matching credit for) all or part of the
activities or action not m compliance;
g) temporarily withhold cash payments. Temporarily withholding cash payments
means the temporary WIthholding of a working capital advance, if applicable, or
reimbursements or paYments to Contractor for proper charges or obligations
incurred, pending resolution of issues of noncompliance with conditions of this
Contract or indebtedness to the United States or to the State of Texas;
h) permanently withhold cash paYments. Permanent withholding of cash
payment means that Department retains funds billed by Contractor for (l)
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;
i) declare the Contract void upon the Department's determination that the
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Contract was obtained fraudulently or upon the Department's determination that
the Contrac' was illegal or invalid from the Contract's inception~
.I) designate the Contractor as high risk;
k) request that Contractor be removed from the centralized Master Bidders List
(CMBL) or any other state bid list, and bar it from participating in future
contracting opportunities with the State ofTexas~
1) delay contract executIOn with Contractor while other imposed or proposed
sanctions are pending resolution;
m) 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;
n) require Contractor to obtain technical or managerial assistance~
0) establish additional prior approvals for expenditure of funds by Contractor~
p) require additional, more detailed, financial and/or programmatic reports to be
submitted bv Contractor:
q) demand repayment from Contractor;
r) reduce the funding amount for failure to achieve or maintain the proposed
level of senice, to expend funds appropriately and at a rate which will make full
use of the award, or to provide services or to achieve local match, if required;
s) pursue a claim for damages as a result of breach of contract;
s) require removal of any officer or employee of the Contractor who has been
convicted of the misuse of state or federal funds, fraud or illegal acts that are in
contraindication to continued obligations under this Contract, as determined by
DSHS;
t) withhold any payments to Contractor to satisfy any recoupment or penalty
Imposed by DSHS, and take repayment from funds available under this Contract,
active or expired, in amounts necessary to fulfill Contractor's repayment
obligations;
u) reduce the Contract term;
v) recoup improper payments when it is verified that the Contractor has been
overpaid because of lmproper billing or accounting practices or failure to comply
with Contract terms; or
w) impose other remedies provided by law.
SectIon 13.03 Notice of Sanctions. Department will formally notify Contractor in writing
when a sanction is imposed (with the exception of accelerated monitoring, which may be
unannounced), stating the nature of the sanction(s), the reasons for imposing them, the
corrective actions, if any, that must be taken before the actions will be removed and the time
allowed for completing the corrective actions, and the method, if any, of requesting
reconsideration of the sanctions imposed. Contractor is required to file, within fifteen (15)
calendar days of receipt of notice, a written response to Department acknowledging receipt of
such notice. If requested by the Department, the written response shall state how Contractor
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shall correct the noncompliance or demonstrate in writing that the findings on which the
sanctions are based are either invalid or do not warrant the sanction(s). If Department
determines that a sanction is warranted, unless the sanction is subject to review under a
federal or state statute, regulation or guideline, Department's decision is final. Department
shall provide written notice to Contractor of Department's final decision. If required by the
Department, Contractor shall take corrective action.
SectlOn 13.04 Emergency Action In an emergency, Department may immediately
term mate or suspend all or part of thIS Contract, temporarily or permanently withhold cash
payments, deny contract renewal or future contract awards, or delay contract execution by
delivering written notice to Contractor, by any verifiable method, stating the reason for the
emergency action. An "emergency" IS defined as the following:
a) Contractor is noncompliant and the noncompliance has a direct adverse 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 public 01 clients do not receive the benefits contemplated by the scope of work
or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by
Department on a case-by-case basis and will be based upon the nature of the noncompliance
or conduct.
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT.
Section 14.01 Breach of Contract Claim. The process for a breach of contract claim
against the Department provided for in Chapter 2260 of Texas Government Code and
implemented in the rules at 25 T AC 9 S 1.431-1.447 shall be used by DSHS and Contractor to
attempt to resolve any claim for breach of contract made by DSHS.
Section 14.02 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 Chapter 2260, subchapter B, Texas Government Code. 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 2260,
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 filing
of a contested case proceeding under Chapter 2260, subchapter C, Texas Government Code.
Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260,
subchapter C, Texas Government Code, is Contractor's sole and exclusive process for
seeking a remedy for any and all alleged breaches of contract by DSHS if the parties are
unable to resolve their disputes under this Article.
Section 14.04 Condition Precedent to Suit. Compliance with the contested case
process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition
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precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil
Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other
conduct of any representative of DSHS relating to this Contract shall be considered a waiver
of sovereign immunity to SUIt
Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the
pendency of a claIm constitutes grounds for the suspension of performance by Contractor, in
whole or in part.
ARTICLE XV TERMINATION.
Section 15.01 Expiration of Contract or Program Attachment(s). 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 term of all Program Attachments, all or a part of this Contract may be terminated with
or without cause as set forth below.
Section 15.02 Effect of Termination. Termination is the permanent withdrawal of
Contractor's authority to obligate previously awarded funds before that authority would
otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate
previously awarded funds. Contractor costs resulting from obligations incurred by Contractor
after termination of an award are not allowable unless expressly authorized by the notice of
termination. Upon termmation of this Contract. Contractor shall cooperate with DSHS to the
fullest extent possible 1O ensure the orderly and safe transfer of responsibilities under the
Contract 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 terms of thIS Contract except for the equitable settlement of the
respective accrued interests or obligations incurred prior to termination and for Contractor's
duty to cooperate with DSHS. Termination does not. however. constitute a waiver of any
remedies for breach of this Contract. In addition. Contractor's obligations to retain records
and maintain confidentiality of information shall survive this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include: (1)
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 the term 0 f 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; or (4) voiding of a contract upon determination that the
award was obtained fraudulently, or was otherwise illegal or invalid from inception.
Section 15.04 Termination Without Cause.
a) Either Party may terminate this Contract with at least thirty (30) calendar days
prior 'written notice to the other Party, except that if Contractor seeks to terminate
a Contract that involves residential client services, Contractor must give the
Department at least ninety (90) calendar days prior written notice and must submit
a transition plan to ensure chent services are not disrupted.
b) The Parties may terminate this Contract by mutual agreement.
c) Either Party may termmate this Contract with at least thirty (30) calendar days
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prior written notice to the other Party in the event state and/or federal funding for
this Contract IS terminated, limited, suspended, withdrawn, or discontinued.
d) Department may terminate this Contract immediately when, in the sole
determination of Department, termination is in the best interest of the State of
Texas
Section 15.05 Termination For Cause. Either Party may terminate for material breach of
this Contract with at least thirty (30) calendar days written notice to the other Party.
Department may terminate this Contract, in whole or in part, for breach of contract or for any
other conduct that jeopardizes the Contract objectives, by giving at least thirty (30) calendar
days written notice to Contractor. Such conduct may include one or more of the following:
(a) a court of competent jurisdiction finds that 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 to the performance
of this Contract;
(c) Contractor breaches a standard of confidentiality with respect to the services
provided under this Contract~
(d) Department determines that Contractor is without sufficient personnel or resources
to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill
any of its requirements under the Contract or exercise adequate control over expenditures or
assets;
(e) Department determines that Contractor, its agent or another representative offered or
gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for
the purpose of obtaining a contract or favorable treatment;
(f) Department determines that the Contract includes financial participation by a person
who received compensation from DSHS to participate in preparing the specifications or
Solicitation Document on which this Contract is based in violation of Gov. Code ~2155.004;
or
(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. Contractor admits in v.rriting its inability to pay its debts generally as they become
due;
4. if judgment for the payment of money in excess of $50,000 (which 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 JudgmenL and within the thirty (30)-day period or a longer period during which
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execution of the judgment has been stayed, appeal from the judgment and cause the execution
to be stayed during such appeal while providing such reserves for the judgment as may be
reqUIred under generall y accepted accounting principles;
5. a writ or warrant of attachment or any similar process shall be 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;
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 filing of any case or petition against it under any such law;
8. any property or portion of the property of Contractor is sequestered by court order and
the order remains in e1fect for more than thirty (30) calendar days after Contractor obtains
knowledge thereof;
9, a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dissolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within
thirty (30) calendar days; or
10. Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property.
Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to
terminate by any verifiable method. r f either Party gives notice of its intent to terminate all or
a part of this Contract, Department and Contractor will attempt to resolve any issues related
to the anticipated termination in good faith during the notice period.
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED
CONTRACTS.
Section 16.01 Void Contracts. Department may hold this Contract void upon determination
that the award was ohtained fraudulently or was otherwise illegal or invalid from its
inceptIOn.
Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party to a contract with DSHS that has been found to be void,
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 refund.
Section 16.03 Appeals Rights. Pursuant to Gov. Code 92105.302, after receiving notice
Rum the Department of termination of a contract with DSHS funded by block grant funds,
Contractor may request an administrative hearing under Gov. Code Chapter 2001.
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ARTICLE XVII CLOSEOUT AND CONTRACT RECONCILIATION
Section 17.01 Cessation of Services At Closeout. Upon expiration of the Contract (and any
renewals of the Contract) on its own terms, Contractor shall cease services under the Contract
cmd shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe
transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS.
Upon receiving notice of Contract termination or non-renewal of the Contract, the Contractor
agrees to immediately begin to transition recipients of services to alternative service
providers, as needed. Contractor also agrees to completely cease providing services under the
Contract by the date specified in the Contract termination or non-renewal notice. Contractor
shall not incur any additIOnal expenses once the Contract is terminated or has expired. Upon
terminatIOn, expiration or non-renewal of this Contract, Contractor shall immediately initiate
closeout activities described in this Artlcle.
Section 17.02 Administrative Offset The Department shall have the right to
administratively offset amounts owed by Contractor against billings.
Section 17.03 Deadline for Closeout. Contractor shall submit all financial, performance,
and other closeout reports required under the Contract within sixty (60) calendar days after
the Contract end date. tnless otherwise provided under the Billing Submission section of the
Payment Methods and Restrictions Article, the Department is not liable for any claims that
are not received within sixty (60) calendar days after the Contract end date.
Section 17.04 Payment of Refunds. Any funds paid to the Contractor in excess of the
amount to which the Contractor is finally determined to be entitled under the terms of the
Contract constitute a debt to the Department and will result in a refund due. Contractor shall
pay any refund amount due within the time period established by the Department.
Section 17.05 Disallowances and Adjustments. The closeout of the Contract 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, corrections, or other transactions.
Section 17.06 Contract Reconciliation. If Contractor is required to annually reconcile
multi-year contracts, Contractor, within 60 calendar days after the end of each year of the
contract, shall submit to the Division Contract Management Unit assigned to the Contract all
financial and reconcihation 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 Report,
Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and
Reconciliation Refund Remittance Form. Any additional forms or reports required by
Department shall be posted on the DSHS web site 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.
EF29-12426 General Provisions (Core Vendor 2007)
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2007 GENERAL PROVISIONS (VENDOR)
T ABLE OF CONTENTS
ARTICLE I COMPLIANCE AND REPORTING 1
1.01 Compliance with Statutes and Rules 1
1.02 Compliance with Requirements of Solicitation Document 1
1.03 Reporting 1
1.04 Immunization Reporting 1
1.05 Client Eligibility 1
1.06 Federal and State Laws, Rules and Ordinances 1
1.07 Applicable Contracts Law and Venue for Disputes 2
1.08 Statutes and Standards of General Applicability 2
1.09 General Provisions Applicable to Interagency & Interlocal Contracts 4
ARTICLE II SERVICES 5
2.01 Education to Persons in Residential Facilities 5
2.02 Disaster Services 5
2.03 Consent to Medical Care 5
2.04 Telemedicine Medical Services 5
ARTICLE III Fl'NDING 6
3.01 Debt to State and Corporate Status 6
3.02 Application of Payment Due 6
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 6
4.01 Payment Methods 6
4.02 Billing Submission 6
4.03 Third Party Payors 7
ARTICLE V TERMS AND CONDITIONS OF PAYMENT 7
5.01 Prompt Payment 7
5.02 Withholding Payments 7
5.03 Acceptance as Payment in Full 7
ARTICLE VI CONFIDENTIALITY 8
6.01 Confidential Information 8
6.02 Maintenance of Confidentiality 8
6.03 Use of PHI 8
6.04 Disclosure to Department 8
6.05 Department Access to PHI 8
6.06 Exchange of Client-Identifying Information 8
6.07 Security of Patient or Client Records 8
6.08 HIV/AIDS Model Workplace Guidelines 9
ARTICLE VII
7.01 Retention
RECORDS RETENTION
9
9
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7.02 Survival of Obligations 9
ARTICLE VIII ACCESS AND INSPECTION 9
8.01 Access 9
8.02 State Auditor's Office 10
8..03 Responding to Deficiencies 10
ARTICLE IX NOTICE REQUIREMENTS 10
9.01 Child Abuse Reporting Requirement 10
9.02 Significant Incidents 11
9.03 Litigation 11
9.04 Action Against the Contractor 11
9.05 Insolvency 11
9.06 Misuse of Funds 11
9.07 Criminal Activity and Disciplinary Action 11
9.08 Retaliation Prohibited 12
9.09 Documentation 12
ARTICLE X ASSURANCES AND CERTIFICATIONS 12
11.01 Certification 12
11.02 Contracting with Executive Head of State Agency 12
1'.03 Child Support Delinquencies 13
11.04 Authorization 13
18.05 Gifts and Benefits Prohibited 13
18.06 Ineligibility to Receive the Contract 13
11.07 Antitrust 13
ARTICLE XI GEN. BUS. OPERATIONS OF CONTRACTOR 14
11.01 Duty of Compliance 14
11.02 Fidelity Bond 14
11.03 Liability Coverage 14
11.04 Program Site 14
1t.05 Historically Underutilized Businesses (HUBs) 14
11.06 Buy Texas 15
11.07 Status of Subcontractors 15
11.08 Incorporation of Terms 15
1t.09 Independent Contractor 15
11.10 Authority to Bind 15
11.11 Tax Liability 15
11.12 Notice of Organizational Change 15
11.13 Quality Management 16
ARTICLE XII GENERAL TER.l\1S
12.01 Assignment
12.02 Lobbying
16
16
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12.03 Conflict of Interest 16
11.04 Transactions Between Related Parties 16
11.05 Intellectual Property 17
11.06 Other Intangible Propert) 18
12.07 Severability and Ambiguity 18
11.08 Legal Notice 18
12.09 Successors 18
12.10 Headings 19
11.11 Parties 18
11.12 Survivability of Terms 18
11.13 Customer Service Information 18
12.14 Amendment 19
12.15. Contractor's Notification of Change to Certain Contract Provisions 19
12.16 Contractor's Request for Revision of Certain Contract Provisions 19
11.17 Immunity Not Waived 20
11.18 Hold Harmless 20
12.19 Waiver 20
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE 20
13.01 Actions Constituting Breach of Contract 20
13.02 General Remedies and Sanctions 21
13.03 Notice of Sanctions 22
13.04 Emergency Action 23
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT 23
14.01 Breach of Contract Claim 23
14.02 Notice 23
14.03 Sole Remedy 23
14.04 Condition Precedent to Suit 23
14.05 Performance Not Suspended 24
ARTICLE XV TERMINA TION 24
1~.01 Expiration of Contract or Program Attachment(s) 24
15.02 Effect of Termination 24
1~.03 Acts Not Constituting Termination 24
liS.04 Termination Without Cause 24
15.05 Termination For Cause 25
15.06 Notice of Termination 26
ARTICLE XVI VOID, SUSPENDED AND TERMINATED
CONTRACTS 26
1().01 Void Contracts 26
Ib.02 Effect of Void, Suspended or Involuntarily Terminated Contract 26
l(i.03 Appeals Rights 26
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ARTICLE XVII ClOSEOUT AND CONTRACT
RECONCILIA TJON
17.01 Cessation of Services at Closeout
17.02 Administrative Offset
17.03 Deadline for Closeout
17.04 Payment of Refunds
17.05 Disallowances and Adjustment
17.06 Contract Reconciliation
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Table of Contents - Page 4
Fiscal Year 2007 Performance Contract
General Provisions
(CoreNendor)
ARTICLE I
COMPLIANCE AND REPORTING
Section ]01 Compliance with Statutes and Rules. Contractor shall comply, and shall
require its subcontractor(s) to comply, with the requirements set forth in the Department's
rules of general applicabIlity and other applicable statutes and rules as such statutes and rules
currently exist and as they may be lawfully amended. The Department rules are set forth in
the Texas Administrative Code, Title 25 (Rules). Where applicable, federal statutes and
regulations, including federal grant requirements applicable to funding sources, shall apply to
this Contract. To the extent this Contract imposes a higher standard or additional
requirements beyond those required by applicable statutes, regulations or the Rules, the terms
of the Contract shall control.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as
specified in these General Provisions or the Program Attachment(s), Contractor shall comply
with the requirements. eligibility conditions, assurances, certifications and program
requirements of the Solicitation Document (including any revised or additional terms agreed
to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of
this Contract or any subsequent renewals. The Parties agree that the Department has relied
upon the Contractor's response to the Solicitation Document. The Parties agree that any
misrepresentation contained in the Contractor's response to the Solicitation Document 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. Contractor shall provide any other information
required by the Department. 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 may adversely affect
evaluation of Contractor's future contracting opportunities with the Department. Contractor
shall submit reports and additional information requested by DSHS in the format required by
DSHS
Section 1.04 Immunization Reporting. If Contractor provides immunizations,
Contractor shall comply with all immunization reporting guidelines and requirements set
forth In Health and Safety Code, Chapter 161, Subchapter A. Contractor shall include this
provision in any subcontract with subcontractors that provide immunizations.
Section 1.05 Client Eligibility. \\t'bere applicable, financial eligibility criteria, financial
assessment procedures, and standards developed by the Department shall be utilized by
Contractor to determine client eligibility.
Section 1.06 Federal and State Laws, Rules and Ordinances. Contractor shall comply
with all applicable federal and state statutes, rules and regulations, including but not limited
to Office of Management and Budget (OMB) Circulars cost principles and Uniform Grant
EF29-12426 General PrOVIsions tCore Vendor 2(07)
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Management Standards (UGMS L as applicable where costs are used in determining the
appropriate price
Section] 07 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, the Contract shall be governed by, and construed in accordance
with, the laws of the State of Texas In the event of a dispute between the Parties, venue for
any SUIt shall be lraVlS (aunty, Texas
Section 1 08 Statutes and Standards of General Applicability. It is Contractor's
responsibility to review and comply with all applicable statutes, rules, regulations, executive
orders and policies Contractor shall carry out the terms of this Contract in a manner that is in
compliance with the provisions set forth below, To the extent such provisions are applicable
to Contractor. ContractOJ agrees to comply with the following:
a) The following statutes and DSHS policy that collectively prohibit discrimination on
the basis of race, color, national origm, limited English proficiency, sex, sexual orientation
(where applicablel, disabilities, age, substance abuse or religion: 1) Title VI of the Civil
Rights Act of 1964,42 l .S.CA, 99 2000d et seq.; 2) Title IX of the Education Amendments
of 1972, 20 U.S,CA. 99 1681-1683, and 1685-] 686; 3) Section 504 of the Rehabilitation Act
of 1973, 29 U.S.c.A. 9794(a); 4) the Americans with Disabilities Act of 1990,42 D.S.C.A.
~$ 12101 et seq, 5) Age Discrimination Act of 1975, 42 U.S.C.A. S~ 6101-6107: 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act
of 1970,42 U.S.CA. S 290dd (b)(l); 7) 45 CFR Parts 80,84,86 and 91; 8) TEX. LAB. CODE.
ch.2] and 9) DSHS Polley AA-S018. Non-discrimination Policy for DSHS Programs;
b) Drug Ahuse Office and Treatment Act of 1972,21 U.S.C.A. ~9 1101 et seq.,
relating to drug ahuse:
c) Public Health Service Act of 1912, 9S 523 and 527, 42 D.S.C.A. 9 290dd-2, and
42 C.F,R. pt. 2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 D.S.C.A, 99 3601 et seq., relating
to nondiscriminatlOn in housing;
e) [mmigration Reform and Control Act of 1986, 8 D.S.C.A. 9 1324a,
regardmg employment verification;
f) Pro-ChIldren Act of 1994.20 U.S.C.A, 99 6081-6084, regarding the non-use of
all tobacco products;
g) National Research Service Award Act of 1971,42 U.S.C.A. 99 289a-l et seq.,
and 6601 (P,L. 93-348 and P,L. 103-43), as amended, regarding human subjects involved
in research;
h) Hatch Political Activit) Act. 5 U.S.C A. 9S 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i} Fair Labor Standards Act, 29 U.S.C.A, 99 201 et seq., and the Intergovernmental
Personnel Act of 1970, 42 U.SC.A, ~9 4701 et seq., as applicable, concerning minimum
FF29-12426 General Provls1ons Core Vendor 20(7)
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wage and maximum hours;
j) TEX. GOV'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural
barriers for persons with disabilitles;
k) Texas Workers' Compensation Act, TEX. LABOR CODE, chs. 401-406 28 TEX.
ADMIN. CODE pt. 2, regarding compensation for employees' injuries;
1) The Clinical Laboratorv Improvement Amendments of 1988, 42 USC 9 263a, regarding the
regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne
Pathogens, 29 CFR 9 19101030, or Title 25 Tex. Admin Code ch. 96 regarding safety
standards for handling blood borne pathogens;
n) Laboratory Ammal Welfare Act of 1966, 7 USC 99 2131 et seq., pertaining to the
treatment of laboratory animals;
0) Environmental standards pursuant to the following: 1) Institution of environmental
quality control measures under the National Environmental Policy Act of 1969, 42 USC 99
4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of
Environmental Quality;' 2) NotIfication of violating facilities pursuant to Executive Order
11738 (40 CFR Part 32) "Providing for Administration of the Clean Air Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961; 4) Evaluation
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the
Flood Disaster Protection Act of 1971 (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 9 S 1451 et seq; 6) Conformity of federal actions to state
clean air implementation plans under the Clean Air Act of 1955, as amended, 42 USC 99
7401 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking
Water Act of 1974, 42 USC 99 300f-300j; 8) Protection of endangered species under the
Endangered Species Act of 1973,16 USC 99 1531 et seq.; 9) Conformity of federal actions to
state clean air implementation plans under the Clean Air Act of 1955, 42 USC 97401 et seq.;
10) Protection of underground sources of drinking water under the Safe Drinking Water Act
of 1974,42 USC SS300f-330j; 11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. 9S 1271 et
seq.) related to protecting certain nvers system; and 12) Lead-Based Paint Poisoning
Prevention Act 142 U.S.c. SS 4801 et seq.) prohibiting the use of lead-based paint in
residential construction or rehabilitation;
p) Intergovernmental Personnel Act of 1970 (42 use 994278-4763 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 C.F.R.
Part 900, Subpart F);
q) Titles Il and In of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons displaced or whose
property is acquired as a result of Federal or federally-assisted programs;
r) Davis-Bacon Act (40 U.S.c. SS 276a to 276a-7), the Copeland Act (40 U.S.c. ~ 276c
and 18 U.S.c. 9 874), and the Contract Work Hours and Safety Standards Act (40 U.S.c. S~
327-333), regarding labor standards for federally-assisted construction subagreements;
EF29-12426 General Provisions (Core Vendor 2007)
Revised 7/20/06 Page: GP 3
s) National Histone Preservation Act of 1966, S I 06 (16 U.S.c. S 470), Executive Order
11593. and the Archaeological and Historic Preservation Act of 1974 (16 D.S.C. SS 469a-1 et
seq.) regarding histone property 10 the extent necessary to assist DSHS 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-Profit
Organizations;" and
u) requirements of anv other applicable statutes, executive orders, regulations and
policies.
If this Contract is funded by a grant, additional requirements found in the Notice of Grant
Award are imposed on Contractor and incorporated herein by reference.
Section 1.09 General Provisions Applicable to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to
Contractors 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 interloca1 contracts:
1) Hold Harmless;
2) Independent Contractor (delete the third sentence in its entirety; delete the word
"employee" from the fourth sentence; the remainder of the section applies); and
3) Liability Coverage.
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 Interagency Cooperation Act, Gov. Code Chapter 771.
2) The parties hereby certify that (1) the services specified are necessary and essential
for the activities that are properly withm the statutory functions and programs of the
effected agencies of State government; (2) the proposed arrangements serve the
interest of efficient and economical administration of the State government, and (3)
the services, supplies or materials contracted for are not required by Section 21 of
Article 16 of the ConstItutlOn of the State of Texas to be supplied under contract
given to the lowest responsible bidder.
31 DSHS certifies that it has the authority to enter into this Contract granted in Health
and Safety Code Chapter 1 00 1 and Contractor certifies that it has specific statutory
authority to enter into and perform this Contract.
(c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance
with the provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791.
.!) Payments made by DSHS 10 Contractor shall be from current revenues available to
DSHS.
3) Each party represents that it has been authorized to enter into this Contract.
(d) Contractor agrees that Contract Revision Requests, 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 board
EF29-12426 General Prm,'] sians Core V endar~O()7)
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ARTICLE II
SERVICES
Section 201 Education to Persons in Residential Facilities. If applicable, Contractor
shall ensure that all persons, who are housed in Department licensed and/or funded residential
facilities and who are twenty-two (22) years of age or younger, have access to educational
services as required by TEX. EDUC. CODE 9 29.012. Contractor shall notify the local
education agency or local early mtervention program as prescribed by TEX. EDUC. CODE 9
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 202 Disaster Services. In the event of a local, state, or federal emergency,
including naturaL man-made. criminal, terrorist, and/or bioterrorism events, declared as a
state disaster by the Governor, or a federal disaster by the appropriate federal official,
Contractor may be called upon to assist DSHS in providing services, as appropriate, in the
following areas: community evacuation. health and medical assistance; assessment of health
and medical needs; health surveIllance; medical care personnel; health and medical
equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food,
drug, and medical device safety; worker health and safety; mental health and substance abuse;
public health information; vector control and veterinary services; and victim identification
and mortuary services. 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. If Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or through
contracts with subcontractors. the treatment of a minor shall be provided only if consent to
treatment is obtained pursuant to TEX. F AM. CODE, Chapter 32 relating to consent to treatment
of a child by a non-parent or child or pursuant to other state law. If requirements of federal
law relating to consent directly conflict with TEX. F AM. CODE, Chapter 32, federal law shall
supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if a provider
uses telemedicineltelepsychiatry 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 the equipment standards as required by the Department.
Procedures of telemedicme service provision must include the following requirements:
EF29-12426 General Provisions (Core Vendor 2007)
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a) ciImcal oversIght by the Contractor s medical director or designated physician responsible for
medicalleadershlP
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 credentlaled lIcensed providers providing clinical care within the scope of their licenses;
f) demonstrated competency In the operations of the system by all staff members who are involved
in the operation of the system and provision of the services prior to initiating the protocol;
g) pnority III schedulIng the system for clInical care of mdividuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
ARTICLE III
FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to TEX. GOy'T. CODE S
403.055, the Department will not approve and the State Comptroller will not issue payment to
Contractor if Contractor is indebted to the State for any reason, including a tax delinquency.
Contractor, if a corporation, certifies by execution of this Contract that it is current and will
remain current in its payment of franchise taxes to the State of Texas or that it is exempt from
payment of franchise taxes under Texas law (Texas Tax Code 99171.001 et seq, as amended).
Contractor, if a corporation, further certifies that it is and will remain in good standing with
the Secretary of State's office. A false statement regarding franchise tax or corporate status is
a material breach of this Contract. If franchise tax payments become delinquent during the
Contract term, all or part of the payments under this Contract may be withheld until
Contractor's delinquent franchise tax IS paid in full.
Section 302 Application of Payment Due. Contractor agrees that any payments due
under this Contract will be applied towards any debt, including but not limited to delinquent
taxes and child support that is owed to the State of Texas.
ARTICLE IV
PA YMENT METHODS AND RESTRICTIONS.
Section 4.0 I Payment Methods. Except as otherwise provided by the Special Provisions
ofthl5 Contract, 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 the
Program Attachment(sl and successful submission of a request for reimbursement;
(b) Ulllr rate Thi~ payment method is based on the set unit rate stated in the Program
Attachment(s) and successful submIssion of all required forms; or
(c) fee-far-service This payment method is based on the agreed fee stated in the
Program Attachment(s) and successful submission of all required forms.
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance
with the Program Attachment(s) in the form and format prescribed by DSHS. Unless
EF29-12426 General PrOVIsions (Core Vendor 2(07)
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,~
otherwise specified in the Program Attachment(s), Contractor shall submit requests for
reimbursement or payment monthly within thirty (30) calendar days following the end of the
month covered by the bill.
Section 403 Third Party Payors. A third party payor is any person or entity who has the
legal responsibility for paying for all or part of the services provided, including commercial
health or liability insurance carriers, Medicaid, or other federal, state, local, and private
funding sources. Except as provided in the Contract, Contractor shall screen all clients and
shall not bill the Department for services eligible for reimbursement from third party payors.
Contractor shall: (a) enroll as a provider in Children's Health Insurance Plan and Medicaid if
providing approved services authorized under the Contract that may be covered by those
programs, and bill those plans for the covered services; (b) provide assistance to individuals
to enroll in such programs when the screening process indicates possible eligibility for such
programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay
a deductible required bv a third party payor, to receive services up to the amount of the
deductible and to bill the Department for the deductible; (d) not bill the Department for any
services eligible for third party reimbursement until all appeals to third party payors have
been exhausted; (e) maintain appropriate documentation from the third party payor reflecting
attempts to obtain reimbursement; ([) bill all third party payors for services provided under
this Contract before submitting any request for reimbursement to Department; and (g) provide
third party billing functions at no cost to the client.
ARTICLE'
TERMS AND CONDITIONS OF PAYMENT.
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to
this Contract, Department will pay Contractor. Payments are contingent upon a signed
Contract and will not exceed the total of authorized funds under this Contract. Contractor is
entitled to payment only if the service, work, and/or product has been authorized by the
Department and performed or provided pursuant to the Contract. If those conditions are met,
Department will make payment in accordance with the Texas prompt payment law (TEX.
GOV'T. CODE, Chapter 2251). Contractor must comply with TEX. GOY'T. 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 shall be subject to audit by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any
payments to Contractor to offset reimbursement for any ineligible expenditures or
overpayments that Contractor has not refunded to Department, or if financial status report(s)
:required by the Department are not submitted by the date(s) due. Department may take
repayment from funds available under this Contract, active or expired, in amounts necessary
to fulfill Contractor's repayment obligations.
Section 5.03 Acceptance as Payment in Full. Contractor shall accept reimbursement or
payment from DSHS as payment in full for services or goods provided to clients. Contractor
agrees to not seek additional reimbursement or payment for services or goods from clients.
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ARTICLE VI
CONFIDENTIALITY.
Section 601 Confidential Information. Contractor is required to comply with state and
federal laws relatmg to the pri\'acy and confidentiality of patient and client records that
contam protected health nfonnatlon (PHI), or other information or records made confidential
by la\\
Section 602 Maintenance of Confidentiality. Contractor must maintain the
confidentiality of information received during the performance of this Contract, including
PHI, and any other information that discloses confidential personal information or identifies
any client served by DSHS, in accordance with applicable federal and state law and Rules,
including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164;
Health and Safety Code Chapters 12,47,81,82, 85, ~ 88, 92, 161, 181,241,245,251,534,
576, 577.596, 611, and '773: and Occupations Code, Chapters 56 and 159 and all applicable
Rules
Section 603 lJse of PHI. If Contractor is subject to HIP AA privacy regulations at 45
CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as defined in 45 CFR
~164.501, only to carry out Contractor's duties under this Contract in accordance with the
regulations. When using or disclosing PHI or when requesting PHI from another entity,
Contractor must make reasonable efforts to limit the PHI to the minimum necessary to
accomplish the intended ourpose of the use, disclosure or request.
Section 604 Disclosure to Department. Contractor is required to disclose PHI of
patients or clients proVided services funded through this Contract and other confidential
iRformation to Department upon request, or as otherwise required in other contract provisions
or laws governing the release of client records or other confidential information.
Section 6.05 Department Access to PHI. Contractor shall cooperate with Department to
allow Department to request, collect and receive PHI under this Contract, without the consent
of the individual to whom the PHI relates, for funding, payment and administration of the
grant program. Contractor shall cooperate with Department to allow Department to request,
collect and receive PHI under this Contract, without the consent of the individual to whom
the PHI relates, under applicable state and federal confidentiality and privacy laws, including
the Health Insurance Portability and Accountability Act (HIP AA) and the Privacy Standards
adopted to implement HIPA.A aT 45 (,F.R. pts 160 and 164, at 9 164.512, and TEX. OCe.
CODE ch. 159, at ,~~ 159 003 and 159004,
Section 6.06 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 9 164.504(e)(3)(i)(B), Health and Safety Code 9 533.009 and Rule Chapter 414,
Subchapter A or other applicable law or rules. Contractor shall disclose infonnation described
in Health and Safety Code ~ 614017(a)(2) relating to special needs offenders, to an agency
described in Health and Safety Code 9614.0l7(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 apphcable law.
Section 6J)7
Security of Patient or Client Records. Contractor must ensure that patient
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aad client records are managed in compliance with state and federal law relating to security
and retention of medical or mental health and substance abuse patient records. Department
may require Contractor to transfer original or copies of patient and client records to
Department, without the consent or authorization of the patient or client, upon termination of
tbis Contract, or if the care and treatment of the individual patient or client is transferred to
another entity. Pnor to providing services funded under this Contract to a patient or client,
Contractor shall attempt to obtam consent from the patient or client to transfer copies of
patient or client records to another entity funded by DSHS upon termination of this Contract
or if care or treatment is transferred to another DSHS-funded contractor.
Section 6.08 HIV/AIDS Model Workplace Guidelines. If providing direct client care,
services, or programs, Contractor shall implement Department's policies based on the
HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model
Workplace Guidelines for Businesses, State Agencies, and State Contractors, policy No.
090.021, and Contractor shall educate employees and clients concerning HIV and its related
conditions, including AIDS, in accordance with the TEX. HEALTH & SAFETY CODE S 85.112-
114. A link to the Model Workplace Guidelines can be found on the Texas Department of
Health legacy website at http://www.tdh.state.tx.us/hivstdJoolicv/oolicv2.htm#too.
ARTICLE VII RECORDS RETENTION.
Section 7.01 Retention. Contractor shall retain records in accordance with the
Department's State of Texas Records Retention Schedule, located at
htto://www.dshs.state.tx.us/records/schedules.shtm. Department Rules and other applicable
state and federal statutes and regulations governing medical, mental health, and substance
abuse information. At a minimum Contractor shall retain and preserve all records, including
financial records, which are generated or collected by Contractor under the provisions of this
Contract for a period ot four (4) years after the termination of the Contract. If services are
funded through MedicaJd, the federal retention period, if more than four (4) years, shall
apply Contractor shall retain all records pertaining to this Contract that are the subject of
litigation or an audit until the litigation has ended or all questions pertaining to the audit are
resolved. Legal requirements for Contractor may extend beyond the retention schedules
established in this section. Contractor shall retain medical records in accordance with Tex
Admin Code Title 22, Part 9, ~ 165 1 (b) and (c) or other applicable statutes and regulations
governing medical information. Contractor shall ensure that this provision concerning records
retentIon IS included m any subcontract It awards. If Contractor ceases business operations, it
shall ensure that records relating to the Contract are securely stored and are accessible by the
Department upon Depanment's request for at least four years from the date Contractor ceases
business or from the termination date of the Contract, 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 Contract
Section 7.02 Survival of Obligations. The obligations of Contractor to retain records and
maintain confidentiality of information shall survive this Contract.
ARTICLE VIII ACCESS AND INSPECTION.
Section 8.01 Access. In addition to any right of access arising by operation of law,
Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors
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shall permit the Department or any of its duly authorized representatives, as well as duly
allthorized federal, state ,)r local authorities, including the Office of the Inspector General at
HHSC (OIG), and the Slate Auditor's Office (SAO), unrestricted access to and the right to
examine any site where business is conducted and all records (including client and patient
records, If any), books, papers or documents related to the Contract. If deemed necessary by
the Department or the OIG, for the purpose of investigation or hearing, Contractor shall
produce original documents related to the Contract. Further, Contractor will ensure that
information collected, assembled or maintained by the Contractor relative to this Contract is
available to the Department for the Department to respond 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. Payments will not foreclose the right of Department and
HHSC to recover excessive or illegal payments. Contractor will ensure that this provision
concerning the right of access to. and examination of, information related to the Contract is
included in any subcontract it awards.
Section 802 State Auditor's Office. Contractor shall, upon request, make all records,
books, papers, documents, or recordmgs related to this Contract available for inspection,
audit, or reproduction during normal business hours to any authorized representative of the
Department. 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 m the conduct of the audit or investigation, including
providing all records requested, and providing access to any information the SAO considers
relevant to the investigation or audit Contractor will ensure that this provision concerning
the authority to audit funds will apply to funds received indirectly by subcontractors through
the Contractor, and the requirement to cooperate, is included in any subcontract it awards.
Section 803 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC
upon examination of Contractor's records will be conveyed in writing to Contractor.
Contractor will submit, by the date prescribed by DSHS, a resolution to the deficiency in a
program review or management or financial audit to the satisfaction of DSHS. A DSHS or
HHSC determination of either an inadequate or inappropriate resolution of the findings may
result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-
Compliance Article ofttllS Contract.
ARTICLE IX
NOTICE REQUIREMENTS.
Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health
and substance abuse contractors and contractors for the following public health programs:
HN/STD; Family Planning (Titles X and XX); Primary Health Care; Maternal and Child
Health; and Nutntion Services. Contractor shall make a good faith effort to comply with
child abuse reporting guidelines and requirements in TEX. F AM. CODE ch. 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 Checklist for Monitoring located at
www.dshs.state.tx.us/chIldabusereporting as required by the Department. Contractor shall
retain reporting documentation on site and make it available for inspection by DSHS.
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Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities,
Contractor shall report to the Division Contract Management Unit assigned to the Contract
incidents involving substantial disruption of program operation or potentially affecting
Department funded clients or participants within seventy-two (72) hours of discovery.
Section 903 Litigation. Contractor shall notify the Division Contract Management Unit
assigned to the Contract of litigation 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 the parties, nature of the litigation and remedy sought, including amount of
damages, if any.
Section 9.04 Action Against the Contractor. Contractor shall notify the Division
Contract Management Unit assigned to the Contract if Contractor has had a contract
suspended or terminated by any local, state or federal department or agency or nonprofit
entity. Such notification shall include the reason for such action that includes 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 to the
Department by submittmg a one page descnption of the reason(s) for such action that
includes the name and contact information of the local, state or federal department or agency,
or entity. the date of the license action, and a license or case reference number.
Section 9.05 Insolvency. Contractor shall notify in writing the Division Contract
Management Unit assigned to the Contract of Contractor's insolvency, incapacity, or
outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce
Commission (TWC) WIthin three (3) working days of the date of determination that
Contractor is insolvent, mcapacitated, or the date Contractor discovered an unpaid obligation
to the IRS or TWC. Contractor shall notify in writing the Division Contract Management
Unit assigned to the Contract of its plan to seek bankruptcy protection within three (3)
working days of such aClJon by the Contractor's board of directors.
Section 9.06 Misuse of Funds. Contractor shall report to the Division Contract
Management Unit assigned to the Contract and to the State Auditor's Office (SAO), any
knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures,
unlawful activity, or violation of financial laws, rules, policies and procedures related to
performance under this Contract. Contractor shall make such report no later than three (3)
working days from the date of discovery. Contractor shall make the report to the SAO at
(800) TX-AUDIT, or by Internet at htto://www.sao.state.tx.us.
Section 9.07 Criminal Activity and Disciplinary Action. Contractor shall notify in
writing the Division Contract Management Unit assigned to the Contract if it has reason to
believe Contractor, or a person with ownership or controlling interest in the organization or
who IS an agent or managing employee of the organization, an employee or volunteer of
Contractor, or a subcontractor has engaged in any activity that would constitute a criminal
offense equal to or greater than a Class A misdemeanor or if such activity would reasonably
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constitute grounds for disciplinary action by a state or federal regulatory authority, or has
been placed on commuTIlty supervision, received deferred adjudication, or been convicted of a
criminal offense relating to involvement in any financial matter, federal or state program or
felon) sex crime Contractor shall make the reports required by this section no later than
three (3) working days from the date of discovery
Section 908 Retaliation Prohibited. Contractor shall not retaliate against any person
who reports a violation of, or cooperates with an investigation regarding, any applicable law,
rule, or standard to the SAG, the Department, another state agency, or any federal, state or
local law enforcement official
Section 909
notices
Documentation. Contractor shall maintain appropriate documentation of all
ARTICLE X
ASSURANCES AND CERTIFICATIONS.
Section 10.01 Certification. Contractor certIfies by execution of this Contract to the
following:
a) it is not ineligible for participation in federal or state assistance programs;
b) neIther it. nor its principals, are presently debarred, suspended, proposed for
debarment, declared meligible, or voluntarily excluded from participation in this
transaction by any federal or state department or agency;
c )it has nol knowingly failed to pay a single substantial debt or a number of
outstanding debts to a federal or state agency;
d) It 1S 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; and
f) that no person who has an ownership or controlling interest in Contractor or
who is an agent or managing employee of Contractor has been convicted of a
criminal offense related to involvement in any program established under
Medicare, Medicaid, or a federal block grant.
Where Contractor IS unable to certify to any of the statements in this Article, Contractor shall
submit an explanation to the DiVIsion Contract Management Unit assigned to the Contract. If
Contractor's status with respect to the items certified above changes during the Contract,
Contractor shall immediately notify the Division Contract Management Unit assigned to the
Contract
Section 10.02 Contracting with Executive Head of State Agency. Contractor certifies that
it is m complIance with TEX. GO\ CODE 9 669.003, relating to contracting with the
executive head of a state agency. If Contractor currently or subsequently employs a current or
fermer executive head of DSHS, Texas Department of Health, Texas Department of Mental
Health and Mental Retardation or Texas Commission on Alcohol and Drug Abuse, Contractor
will submit the following information to the Division Contract Management Unit assigned to
the Contract:
(a) Name of Executive.
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....,.,........,""'.
(b)
(c)
(d)
(e) Other information as required by DSHS to verify Contractor's compliance with TEX.
Gov'T CODE ~ 669.003.
Name of State Agency;
Date of Separation from State Agency. if separated;
Date of Employment with Contractor; and
Section 10.03 Child Support Delinquencies. As required by TEX.F AM. CODE 9 231.006,
a child support obligor who is more than thirty (30) calendar days delinquent in paying child
support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or
owner with an ownershIp interest of at least twenty-five percent (25%) is not eligible to
receive payments from state funds under a contract to provide property, materials, or services
or receive a state-funded grant or loan. If applicable, Contractor 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 10.04 Authorization. Contractor certifies that it possesses legal authority to contract
for the services set forth 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 the Contract and to
provide such additional informatIOn as may be required.
Section 10.05 Gifts and Benefits Prohibited. Contractor certifies that it has not given,
offered to give, nor intends to give at anytime hereafter, any economic opportunity, present or
future employment, gift, loan, gratuity, special discount, trip, favor, or service to a DSHS or
HHSC official or employee in connection with this Contract.
Section 10.06 Ineligibility to Receive the Contract. Pursuant to TEX. Gov'T. CODE Section
~ 2155.004, Contractor is ineligible to receive this Contract if the Contract includes financial
participation by a person who received compensation from DSHS to participate in preparing
the specifications 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 preparation of specifications for
this Contract or in the Solicitation Document on which this Contract is based. Contractor
further certifies that the mdiVldual or business entity named in this Contract is not ineligible
to receive the specified Contract. Contractor acknowledges that this Contract may be
terminated and payment withheld if these certifications are inaccurate.
Section 10.07 Antitrust. Pursuant to 15 U.S.c.A. Sec. I, et seq. and TEX. Bus. & COMM.
CODE Section 9 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 the bid made to any competitor or any other
person engaged in such line of business for the purpose of substantially lessening competition
in such line of business.
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ARTICLE XI GENERAL BUSINESS OPERATIONS OF
CONTRACTOR.
Section 11.01 Duty of Compliance Contractor and its governing board, shall bear full
responsibility fOT the mtegrity of the fiscal and programmatic management of the
organ1zation. Th1S pro\ 1sion applies to all organizations, including Section 501(c)(3)
organizations as defined m the Internal Revenue Service Code as not for-profit organizations.
The responsibility of Contractor's governing board shall include: accountability for all funds
and materials received from Department; compliance with Department Rules, policies,
procedures, and applie ab le federal and state laws and regulations; and correction of fiscal and
program deficiencies identified through self-evaluation and Department's monitoring
processes. Further, Contractor's governing board shall ensure separation of powers, duties,
and functions of board members and staff. Staff members, including the executive director,
shall not serve a5 voting members of the Contractor's governing board. Ignorance of any
Contract provisions or other requirements contained or referenced in this Contract shall not
constitute a defense or basis for v,/aiving or appealing such provisions or requirements.
Section ] 1.02 Fidelity Bond. Contractor is required to carry a fidelity bond or insurance
coverage equal to the amount of funding prOVided under this Contract up to $100,000 that
covers each employee of Contractor handling funds under this Contract, including person(s)
authorizing payment of such funds The fidelity bond or insurance shall provide for
indemnification of losses occasioned by: (1) any fraudulent or dishonest act or acts committed
by any of Contractor's <?mp10yees, elther 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.
Section ] 1.03 I iabili~' Coverage Contractor shall also maintain liability insurance
coverage. referred to in TEX Gov' 1 CODE~' 2261.102, as "director and officer liability
coverage," where Contractor IS a legal entity that IS required to have directors and/or officers.
This provision applies 10 entities that are organized as non-profit corporations under the
Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas
Business Corporations Act; and any other legal entity that is required under Texas law to have
directors and/or officers 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 director or officer of Contractor
damages Department's interests.
Section 11 .04 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, building, health,
fire, and safety standards
Section 1] .05 Historically Underutilized Businesses (HUBs). If Contractor was not
required to submit a HUB subcontracting plan, Contractor is encouraged to make a good faith
effort to consider subcontracting with HUBs as set forth in TEX. Gov'T CODE ch. 2161 and 1
TEX ADM.CODE S I ] 1.1 ~ Contractors may obtain a list of HUBs at
http:/{www.tbpc.state.tx.us. If Contractor has filed a HUB subcontracting plan, the plan is
incorporated by reference in this Contract. If Contractor desires to make a change in the plan,
Contractor must obtain prior approval of the revised plan from the Department's HUB
FF29-12426 General Provlsions (Core Vendor 2007)
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Coordinator before proposed changes will be effective under the Contract. Contractor agrees
to make a good faith effort to subcontract with HUBs during the performance of its contract
with Department and will report HUB subcontract activity to the Department's HUB
Coordinator in accordance with 1 TEX. ADM CODE gll1.16(c).
Section 1 i .06 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. GOy'T CODE S
2155.4441
Section 11.07 Status of Subcontractors. Contractor shall require that all subcontractors
certify that they are in good standing with all state and federal funding and regulatory
asencies; are not currently debarred, suspended, revoked, or otherwise excluded from
participation in federal grant programs; are not delinquent on any repayment agreements; and
have not had a contract terminated by the Department. Contractors shall further require that
svbcontractors certify that they have not voluntarily surrendered within the past three (3)
years any license Issued by the Department.
Section 1 i .08 Incorporation of Terms. Contractor shall ensure that all written agreements
with the subcontractor incorporate the terms of this Contract, and provide that the
SlIbcontractor is subject to audit by DSHS, HHSC and the SAD.
Section 1 L09 Independent Contractor. Contractor is an independent Contractor.
Contractor shall direct and be responsible for the performance of its employees,
SlIbcontractors, joint venture participants or agents. Contractor is not an agent or employee of
tIle Department or the State of Texas for any purpose whatsoever. For purposes of this
Contract, Contractor acknowledges that its employees, subcontractors, joint venture
participants or agents will not be eligible for unemployment compensation from the
Department or the State of Texas
Section 11.10 Authority to Bind. The person or persons signing and executing this Contract
00 behalf of Contractor, or representing themselves as signing and executing this Contract on
behalf of Contractor, warrant and guarantee that they have been duly authorized by
Contractor to execute thl s Contract for Contractor and to validly and legally bind Contractor
to all of its terms.
Section 11 11 Tax Liability. Contractor shall comply with all state and federal tax laws and
is solely responsible for filing all required state and federal tax forms and making all tax
payments. In the event that the Department discovers that Contractor has a delinquent
liability or has failed to remain current on a delinquent liability to the IRS, the Contract will
be subject to immediate termination at the Department'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 termination. In addition to other remedies, the
Department has the right to place the Contract on high risk status in response to Contractor's
liability to the IRS for any amount.
Section 11.12 Notice of Organizational Change. Contractor shall submit written notice
to the Division Contract Management Unit assigned to the Contract within ten business days
EF29-12426 General PrOVIsions <Core Vendor 2007)
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~"_Cq,&,
of any change to the followmg: Contractor's name; contact information; key personnel,
officer, director or partner; orgamzational structure; legal standing; or authority to do business
in Texas. A change I n Contractor's name requires an amendment to the Contract in
accordance with the Amendments section of these General Provisions.
Section 1] .13 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
ARTICLE XII GENER,\L TERMS.
Section 12.0] Assignment. Contractor will not transfer, assign, or sell its interest, in whole
or in part, in this Contract, or in any equipment purchased with funds from this Contract,
without the prior written consent of the Department.
Section 12.02 Lobbying. Contractor shall not use funds granted under this Contract to pay
any person for influencing or attempting to influence an officer or employee of any agency,
federal or state, a member of Congress, an officer or employee of Congress, or an employee
of a member of Congress in connection with the awarding of any contract or the extension,
continuation, renewal, amendment, or modification of any contract (31 U.S.c.A. ~ 1352, as
amended, and UGMS). If at any time this Contract exceeds $100,000 of federal funds,
Contractor shall file with the Division Contract Management Unit assigned to the Contract 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 the Contract, a
certification that none of the funds provided by Department have been or will be used for
payment to lobbyists, and disclosure of the names of any and all registered lobbyists with
whom Contractor has an agreement. Contractor shall require any person who requests or
receives a subcontract 0 file the same declaration, certification, and disclosure with the
DiviSIon Contract Management Unit assigned to the Contract. Contractor shall file the
declaration, certitication, and dIsclosure at the time of application for the contract; upon
execution of a contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award, and at the end of each calendar quarter in
which there occurs any event that materially affects the accuracy of the information contained
in any declaration. certification, or disclosure previously filed.
Section 12.03 Conflict of Interest. Contractor represents to the Department that it does not
have nor shall it knowingly acqUIre any 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 any affiliate or subcontractor with Department or HHSC, their
commissioners, officers or employees. or any other entity or person involved in any way in
any project that is the subject of thIS Contract. Contractor shall establish safeguards to
prohibit employees from using their positions for a purpose that constitutes or presents the
appearance of personal or organizational conflict of interest or personal gain.
Section 12.04 Transactions Between Related Parties. Contractor shall identify and report
to DSHS any transaction between the 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
EF29-12426 General ProVIsions Core Vendor 2(07)
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immediately upon discovery. Contractor shall submit to the Division Contract Management
Unit assigned to the Contract the name, address and telephone number of the related party,
how the party IS related to the Contractor and the work the related party will perform under
the Contract. A related party IS a person or entity related to the Contractor by blood or
marriage, common ownership or any association that permits either to significantly influence
or direct the actions or policies of the other. The Contractor, for purposes of reporting
transactions between related parties, includes the entity contracting with the Department
under thIS Contract as Vv ell as the chief executi ve officer, chief financial officer and program
director of the Contractor. Contractor shall comply with TEX. GOy'T CODE ch. 573.
Contractor shall maintam records and supply any additional information requested by the
Department, regarding a transaction between related parties, needed to enable the Department
to determine the appropliateness of the transaction pursuant to applicable state or federal law,
regulations or circulars, which may include 45 C.F.R. part 74, OMB Circ. No. A-110 (Rev.
11/19/93, as further amended 09/30/99), 2 CFR 9215.42, and UGMS.
Section 12.05 Intellectual Property. Texas Health and Safety Code 912.020 authorizes
DSHS to protect intellectual property developed as a result of this Contract.
(a) "Intellectual property" means created property that may be protected under copyright,
patent, or trademark/service mark law
(b) For purposes of this Contract "work made for hire" is intellectual property prepared for
DSHS use, or a work specially ordered or commissioned through a contract for DSHS use.
DSHS owns works made for hire unless it agrees otherwise by contract
(c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property, the federal awarding agency reserves a royalty-free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to
authorize others to use, for federal government purposes (1) the copyright in any intellectual
property developed under this Contract including any subcontract and (2) any rights of
copyright to which a Contractor purchases ownership with contract funds. Contractor shall
place an acknowledgment of federal awarding agency grant support and a disclaimer, as
appropriate, on any publication written or published with such support and, if feasible, on any
publication reporting the results of or describing a grant-supported activity. An
acknowledgment shall be to the effect that "This publication was made possible by grant
number__ _ from (federal awarding agency)" or "The project described was supported by
grant number __ from (federal awarding agency)" and "Its contents are solely the
responsibility of the authors and do not necessarily represent the official views of the (federal
awarding agency)."
(d) In the event the tem1S of a federal grant award the copyright to Contractor, DSHS reserves
a royalty-free, nonexclusive, worldwide and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use, for DSHS, public health, and state governmental
noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an
invention, discovery, 01 improvement to any process, machine, manufacture, or composition
of matter; products; technology, scientific information; trade secrets~ and computer software,
in anv work developed under a grant. sub grant, or contract under a grant or subgrant; and (2)
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any nghts of copyright, service or trade marks or patents to which a grantee, sub grantee or a
Contractor purchases 0\\ nership 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 Contract
Section 1206 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole
ownershlP rights and interest in all non-copyrightable intangible property that was developed,
produced or obtained by Contractor as a specific requirement under the Contract or under any
grant that funds thlS Contract, such as domain names, URLs, etc. Contractor shall cooperate
with Department and perform aU 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 the
Contract
Section 12.07 Severability and Ambiguity. If any provision of this Contract is construed to
be illegal or invalid, the llegal 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. Parties
represent and agree that the language contained in this Contract is to be construed as jointly
drafted, proposed and accepted.
Section 12.08 Legal Notice. Any notIce required or permitted to be given by the provisions
()f 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 the address first given above (or at such
e>ther address as the Paily shall speci fy to the other Party in writing) or, if sent by certified
mail, on the date ofrecelpt.
Section 12.09 Successors. The Contract shall be binding upon the Parties and their
successors and assignees. except as expressly provided in this Contract.
Section 12.10 Headings. The articles and section headings used in the Contract are for
convenience of reference only and shall not be construed in any way to define, limit or
describe the scope or intent of any provisions.
Section 12.11 Parties. The PartIes represent to each other that they are entities fully familiar
with transactions of the kind reflected by this document, and are capable of understanding the
terminology and meaning of its tem1S and conditions and of obtaining independent legal
aCvice pertaining to this Contract
Section 12.12 Survivability of Terms. Termination or expiration of this Contract for any
reason shall not release either party from any liabilities or obligations set forth in this
Contract that (a) the parties 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
3I'plicab]e following any such termination or expiration.
Section 12.13 Customer Service Information If requested, Contractor shall supply such
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information as required by the Department to comply with the provisions of TEX. GOy'T
CODE ch. 2114 regarding Customer Service surveys.
Section 12.14 Amendment. Parties agree that the Department may reduce funds pursuant to
the terms of this Contract. Unless otherwise specified in these General Provisions, all other
amendments to this Contract must be in writing and agreed to by both Parties. Contractor's
request for certain budget revisIOns or other amendments must be submitted in writing,
including a justification for the request, to the Division Contract Management Unit assigned
to the Contract; and if a budget revision or amendment is requested during the last quarter of
the Contract term, Contractor's written justification must include a reason for the delay in
making the request. Revision or amendment requests may be granted at the discretion of
DSHS
Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The
following changes may be made to the Contract without the Department's prior approval:
1) Contractor's contact person and contact information.
2) Contact information for key personnel, as stated in the application.
3) Cumulative budget line item transfers that exceed 10% among direct cost categories
other than the equipment category, of cost reimbursement contracts of less than $100,000,
provided that the total budget amount is unchanged.
4) Minor corrections or clarifications to the Contract language that in no way alter the
Contract scope of work, objectives or performance measures.
5) A change in the Contractor's share of the budget via program income or match,
regardless of the amount of the change.
Contractor within ten days shall notJfy in writing the Division Contract Management Unit
assigned to the Contract of any change enumerated in this section. The notification may be
by letter. fax or email.
Section 12.16 Contractor's Request for Revision of Certain Contract Provisions.
Contractor may request a revision of the following provisions of the Contract:
1) Cumulative budget line item transfers among direct cost categories that exceed 10%
of cost reimbursement contracts of $100,000 or more, provided that the total budget amount
is unchanged.
2) Line item transfer of funds for direct payment of training allowances for any cost
reimbursement contract
3) Change in clime hours or location.
4) Change in eqUIpment list substituting an item of equipment equivalent to an item of
equipment on the approved budget.
5) Changes in the equipment category of a previously approved equipment budget
(other than acquisition of additional equipment, which requires an amendment to the
Contract).
6) Changes specified in applicable cost principles as requiring prior approval,
regardless of dollar threshold
In order to request a revision of any of the enumerated 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
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representative who is authorized to SIgn contracts on behalf of Contractor and submitted to
the Division Contract Management Unit assigned to the Contract. Any approved revision will
not be effective unless signed by the DSHS Director of Client Services Contracting Unit.
Circumstances of a requested contract revisIon may indicate the need for a Contract
amendment with written justification rather than a contract revision.
Section 12..17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES
FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS
MAY HAVE BY OPERL\TION OF LA W.
Section 12.18 Hold Harmless. Contractor, as an independent contractor, agrees to hold
Department, the State of Texas, individual state employees and officers, and the federal
government hannless and to indemnify them from any and all liability, suits, claims, losses,
damages and judgments. and to pay all costs, fees, and damages to the extent that such costs,
fees, and damages arise from performance or nonperformance of Contractor, its employees,
subcontractors, joint venture participants or agents under this Contract.
Section] 2.19 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 nghts under the Contract.
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE.
Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that
constitute breach of contract include, hut are not limited to, the following:
a) failure to properly proVide the services and/or goods purchased under this
Contract;
b) failure to comply with any provision of this Contract:
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with Department or agreed
order Issued hy the Department;
e) fai lure by Contractor to provide a full accounting of funds expended under this
Contract:
f) discover) of a material misrepresentation in any aspect of Contractor's
response to the Solicitation Document; or
g) any misrepresentation in the assurances and certifications in the Contractor's
application or response to the Solicitation Document or in this Contract.
Section 13.02 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 GIG may investigate, audit and impose or recommend
imposition of sanctions to Department for any breach of this Contract and may monitor
Contractor for financial compliance The Department may impose one or more sanctions for
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each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor
is responsible for complying with all of the terms of this Contract. The listing of or use of
one or more of the remedies listed below does not relieve Contractor of any obligations under
the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail
over the provisions of thls Article unless the statute, rule, regulation, or guideline can be read
together with the provision(s) of this Article to give effect to both. lfthe Contractor breaches
this Contract by failing 10 comply with one or more of the terms of this Contract, including
but not limited to comp liance with applicable statutes, rules or regulations, the Department
may take one or more of the actions listed below'
a) terminate the Contract or a Program Attachment of the 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-one (31) calendar days before the
effecti ve date: of the termination m a notice of termination. The notice of
termination will state the effective date of the termination, the reasons for the
termination, and, if applicable, alert the Contractor of the opportunity to request a
hearing on the termination pursuant to TEX. GOy'T CODE ch. 2105 regarding
administration of Block Grants. The Contractor agrees that it shall not make any
claim for payment or reimbursement for services provided from the effective date
termination;
b) suspend all or part 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 subcontractor(s) or pending a
decision to terminate or amend the Contract, or (2) an action taken by a
suspending official in accordance with Department rules to immediately exclude a
person from participating in contract transactions for a period of time, pending
completion of an investigation and such legal or debarment proceedings as may
ensue Contractor costs resulting from obligations incurred by Contractor during a
suspension are not allowable unless expressly authorized by the notice of
suspenSiOn;
c) deny addltional or future contracts or renewals with Contractor;
d) reduce funding if the Contractor fails to provide services or goods consistent
with performance expectations described in the Contract;
e) disallow (deny both use of funds and matching credit for) all or part of the
activities or action not in compliance;
g) temporanly withhold cash payments. Temporarily withholding cash payments
means the temporary withholding of a working capital advance, if applicable, or
reimbursements or payments to Contractor for proper charges or obligations
incurred, pending resolution of issues of noncompliance with conditions of this
Contract or indebtedness to the United States or to the State of Texas;
h) permanently withhold cash payments. Permanent withholding of cash
payment means that Department retains funds billed by Contractor for (1)
unallowable, undocumented, disputed, inaccurate, improper, or erroneous billings;
(2) material failure to comply with Contract provisions; or (3) indebtedness to the
United States or to the State of Texas;
i) declare the Contract void upon the Department's determination that the
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Contract was obtained fraudulently or upon the Department's determination that
the Contract \Vas illegal or invalid from the Contract's inception;
j) desIgnate the Contractor as high risk;
k) request that Contractor be removed from the centralized Master Bidders List
(CMBL) or any other state bid Est, and bar it from participating in future
contracting opportunities with the State of Texas;
1) delay contract execution with Contractor while other imposed or proposed
sanctions are pending resolutiOn;
m) 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 '"ill be performed by Department than would routinely be
accomplished,
n) require Contractor to obtain technical or managerial assistance;
0) establish additional prior approvals for expenditure of funds by Contractor;
p) require additional. more detailed, financial and/or programmatic reports to be
submitted by Contractor:
q) demand repayment from Contractor;
r) reduce the funding amount for failure to achieve or maintain the proposed
level of service, to expend funds appropriately and at a rate which will make full
use of the award, or to provIde services or to achieve local match, if required;
s) pursue a claim for damages as a result of breach of contract;
s) reqUIre removal of any officer or employee of the Contractor who has been
convicted of the misuse of state or federal funds, fraud or illegal acts that are in
contramdicatIon to continued obligations under this Contract, as determined by
DSHS.
t) withhold any payments to Contractor to satisfy any recoupment or penalty
imposed by DSHS, and take repayment from funds available under this Contract,
active or expIred, in amounts necessary to fulfill Contractor's repayment
obligations;
u) reduce the Contract ternl:
v) recoup improper payments when it is verified that the Contractor has been
overpaid because of improper billing or accounting practices or failure to comply
with Contract terms; or
w) impose other remedies provided by law.
Section 13.03 Notice of Sanctions. Department will formally notify Contractor in writing
when a sanction is imposed (with the exception of accelerated monitoring, which may be
unannounced), stating the nature of the sanetion(s), the reasons for imposing them, the
corrective actions, if an:}, that must be taken before the actions will be removed and the time
allowed for completing the corrective actions, and the method, if any, of requesting
reconsideration of the sanctions imposed. Contractor is required to file, within fifteen (15)
calendar days of receipt .Jf notice, a written response to Department acknowledging receipt of
such notIce. [f requested by the Department, the written response shall state how Contractor
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shall correct the noncompliance or demonstrate in writing that the findings on which the
sanctions are based are either invalid or do not warrant the sanction(s). If Department
determines that a sanction is warranted, unless the sanction is subject to review under a
federal or state statute, regulation or guideline, Department's decision is final. Department
shall provide written notice to Contractor of Department's final decision. If required by the
Department, Contractor shall take corrective actIOn.
Section 1.1,.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 contract renewal or future contract awards, or delay contract execution by
delivering written notice to Contractor, by any verifiable method, stating the reason for the
emergency action An "emergency" is defined as the following:
a) Contractor is noncompliant and the noncompliance has a direct adverse 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 public or clients do not receive the benefits contemplated by the scope of work
or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by
Department on a case-by-case basis and will be based upon the nature of the noncompliance
or conduct.
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT.
Section 14.01 Breach of Contract Claim. The process for a breach of contract claim
against the Department provided for in Chapter 2260 of Texas Government Code and
implemented in the rules at 25 T AC S S 1.431-1.447 shall be used by DSHS and Contractor to
attempt to resolve any claim for breach of contract made by DSHS.
Section 14.02 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 Chapter 2260, subchapter B, Texas Government Code. 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 2260,
subchapter B, are being invoked. /\ copy of the notice shall also be given to all other
representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing
of a contested case proceeding under Chapter 2260, subchapter C, Texas Government Code.
Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260,
subchapter C, Texas Government Code, is Contractor's sole and exclusive process for
seeking a remedy for any and all alleged breaches of contract by DSHS if the parties are
unable to resolve their disputes under this Article.
Section 14.04 Condition Precedent to Suit. Compliance with the contested case
process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition
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precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil
Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other
conduct of any representative of DSHS relating to this Contract shall be considered a waiver
of sovereign lmmlJl1ity tc suit
Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the
pendency of a claIm constitutes grounds for the suspension of performance by Contractor, in
whole or in part.
ARTICLE XV TERMINATION.
Section 15.01 Expiration of Contract or Program Attachment(s). 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 term of all Program Attachments, all or a part of this Contract may be terminated with
or without cause as set forth belo\\
Section 15.02 Effect of Termination. Termination is the permanent withdrawal of
Contractor's authority tl) obligate previously awarded funds before that authority would
othenvlse expire or the \!oluntary relinquishment by Contractor of the authority to obligate
previously awarded funds. Contractor costs resulting from obligations incurred by Contractor
after termination of an award are not allowable unless expressly authorized by the notice of
termination. Upon termination of this Contract, Contractor shall cooperate with DSHS to the
fullest extent possible tu ensure the orderly and safe transfer of responsibilities under the
Contract to DSHS or other entity designated by DSHS. Upon termination of all or part of this
Contract. Department and Contractor will be dlscharged from any further obligation created
under the applicable terms of this Contract except for the equitable settlement of the
respective accrued interests or obligations incurred prior to termination and for Contractor's
duty to cooperate with DSHS Termination does not, however, constitute a waiver of any
remedies for breach of this Contract. In addition, Contractor's obligations to retain records
and maintain confidentiality of information shall survive this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include: (1)
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 the term of a Program Attachment; (3) refusal to extend a Program Attachment
or award additional funds to make a competing or noncompeting continuation, renewal,
extension, or supplemental award; or (4) voiding of a contract upon determination that the
award was obtained fraudulently, or was otherwIse illegal or invalid from inception.
Section 15.04 Termination \Vithout Cause.
a) Either Party may terminate this Contract with at least thirty (30) calendar days
prior written notice to the other Party, except that if Contractor seeks to terminate
a Contract that involves residential client services, Contractor must give the
Department a' least ninety (90) calendar days prior written notice and must submit
a tranSItion plan to ensure client servIces are not disrupted.
b) The Parties may term mate this Contract by mutual agreement.
c) Either Party may terminate this Contract with at least thirty (30) calendar days
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prior written notice to the other Party in the event state and/or federal funding for
this Contract 1 s terminated, limited, suspended, withdrawn, or discontinued.
d) Department may terminate this Contract immediately when, in the sole
determination of Department, termination is in the best interest of the State of
Texas.
Section 1505 Termination For Cause. Either Party may terminate for material breach of
this Contract with at least thirty (30) calendar days written notice to the other Party.
Department may terminate this Contract, in whole or in part, for breach of contract or for any
other conduct that jeopardizes the Contract objectives, by giving at least thirty (30) calendar
days written notice to Contractor Such conduct may include one or more of the following:
(a) a court of competent jurisdiction finds that 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 to the performance
of this Contract;
(c) Contractor breaches a standard of confidentiality with respect to the servIces
provided under this Contract
(d) Department determines that Contractor is without sufficient personnel or resources
to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill
any of its requirements under the Contract or exercise adequate control over expenditures or
assets;
(e) Department determines that Contractor, its agent or another representative offered or
gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for
the purpose of obtaining a contract or favorable treatment;
(f) Department determines that the Contract includes financial participation by a person
who received compensation from DSHS to participate in preparing the specifications or
Solicitation Document on which this Contract is based in violation of Gov. Code ~2155.004;
or
(g) Contractor appears to be financially unstable. Indicators of financial instability may
include one or more of the foHowing:
1. Contractor fails to make payments:
2. Contractor makes an assignment for the benefit of its creditors;
3. Contractor admits in writing its inability to pay its debts generally as they become
due;
4. if judgment for the payment of money in excess of $50,000 (which 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
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execution of the judgment has been stayed, appeal from the judgment and cause the execution
to be stayed during SUef 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 shall be issued by any court
against all or any material portion of the property of Contractor, and such writ or warrant of
attachment or an) similar process is not released or bonded within thirty (30) calendar days
after its entry:
6. Contractor IS adjudicated bankrupt or insolvent;
7. Contractor files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution, receivership or liquidation law of any Jurisdiction, whether now or hereafter in
effect or consents to the filing of any case or petition against it under any such law;
8. any property or portion of the property of Contractor is sequestered by court order and
the order remains m effect for more than thirtv (30) calendar days after Contractor obtains
knowledge thereof;
9. a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dIssolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within
thirty (30) calendar days, or
10. Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property.
Section 15.06 Notice of Termination Either Party may deliver written notice of intent to
terminate by any verifiable method. If either Party gives notice of its intent to terminate all or
a part of this Contract, Department and Contractor will attempt to resolve any issues related
to the anticipated termination m good faith during the notice period.
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED
CONTRACTS.
Section 16.01 Void Contracts. Department may hold this Contract void upon determination
that the award was obtained fraudulently or was otherwise illegal or invalid from its
incept] on
Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party to a contract with DSHS that has been found to be void,
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 refund.
Section 16.03 Appeals Rights. Pursuant to Gov. Code 92105.302, after receiving notice
fiom the Department of termination of a contract with DSHS funded by block grant funds,
Contractor may request an admimstrative hearing under Gov. Code Chapter 2001.
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ARTICLE XVII CLOSEOUT AND CONTRACT RECONCILIATION
Section POI Cessation of Services At Closeout. Upon expiration of the Contract (and any
renewals of the Contract) on its own terms, Contractor shall cease services under the Contract
and shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe
transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS.
Upon receiving notice of Contract tennination or non-renewal of the Contract, the Contractor
agrees to immediately begin to transition recipients of services to alternative service
providers, as needed. Contractor also agrees to completely cease providing services under the
Contract by the date specified in the Contract termination or non-renewal notice. Contractor
shall not incur any additIonal expenses once the Contract is terminated or has expired. Upon
terminatlOn, expiration or non-renewal of this Contract, Contractor shall immediately initiate
closeout activities described in this Article.
Section 17.02 Administrative Offset. The Department shall have the right to
administratively offset amounts owed by Contractor against billings.
Section 17.03 Deadline for Closeout. Contractor shall submit all financial, performance,
and other closeout reports required under the Contract within sixty (60) calendar days after
the Contract end date. Unless otherwise provided under the Billing Submission section of the
Payment Methods and Restrictions Article, the Department is not liable for any claims that
are not received within Slxty (60) calendar days after the Contract end date.
Section] 704 Payment of Refunds. Any funds paid to the Contractor in excess of the
amount to which the Contractor is finally determined to be entitled under the terms of the
Contract constitute a deht to the Department and will result in a refund due. Contractor shall
pay any refund amount due within the time period established by the Department.
Section 1705 Disallowances and Adjustments. The closeout of the Contract 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, corrections, or other transactions.
Section 17.06 Contract Reconciliation. If Contractor is required to annually reconcile
multi-year contracts, Contractor. within 60 calendar days after the end of each year of the
contract. shall submit to the Division Contract Management Unit assigned to the Contract 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 Report,
Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and
Reconciliation Refund Remittance Form. Any additional forms or reports required by
Department shall be posted on the DSHS website prior to the reconciliation period. Unless
othenvise directed by Department, all forms and reports must be submitted in hard copies,
with original signatures I f required, to DSHS by the due date.
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