HomeMy WebLinkAboutC2006-466 - 9/26/2006 - ApprovedDEP ‘RTMFNT OF STATE HEALTH SERVICES
This contract, number 2007- 020880 (Contract), is entered into by and between the Department
of State Health Services (DSHS or the Department), an agency of the State of Texas, and
CORPUS CHRISTI- NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (Contractor),
a Public Entity, (collectively, the Parties).
1 Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide,
sere ices or goods to the eligible populations as described in the Program Attachments.
2 Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $0.00, and the payment method( s) shall be as specified in the Program Attachments.
3 Funding Obligation. This Contract is contingent upon the continued availability of funding.
It funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agencti consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4 Term of the Contract. This Contract begins on 10/01/2006 and ends on 09/30/2007. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
s? fined the Contract or before the start date of the Contract, whichever is later.
Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
(`h apter l 001
6 Documents Forming Contract. I'he Contract consists of the following:
a Core Contract (this document)
b Program Attachments:
2007 - 020880 -001 NSS - WIC CARD PARTICIPATION
c General Provisions (Sub- recipient)
d Solicitation Document(s), and
e Contractor's response(s) to the Solicitation Document(s).
f Exhibits
any changes made to the Contract, whether by edit or attachment, do not form part of the
r,ntr'v t eVnreCCIN erred agreed to in writing by DSHS and Contractor and incorporated herein.
2006 -466
09/26/06
Res026998
DSHS
INDEXED
7. Conflicting Terms. in the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions. then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF CORPUS CHRISTI
eNddress: PO BOX 9277
CORPUS CHRISTI, TX 78469 -9277
Vendor Identification Number: 17460005741 027
9 Entire Agreement. Fhe Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
B� ignin` below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party
DEPARTMENT OF STA1 E HEALTH CORPUS CHRISTI- NUECES COUNTY
SERVICES
PUBLIC HEALTH DISTRICT (CITY)
I (2-
Date
Bob Burnette, C.P.M., CTPM
Director, Client Services ( ontracting Linn
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458- -7470
Bob Burnette @dshs.state.t '.us
Date
Crki Mpovii-ier/
Printed Name and Title 1-k2;11.cfl'
Address 1
.. y,1541 ) 1cf1
City, State, Zip
Telephone Number
t C f■,'0`C( .C,0 „ti
E m Address for Official Correspondence
ATTEST.
1MANDO CiAPA
CITY SECRETARY
h ' and
Ass: t City Attomey
For City Attomey
BY COUNCIL
p�1
SECRETARw
2007 GENERAL PROVISIONS (SUBRECIPIENT)
TABLE 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 Applicable Laws and Regulations Regarding Funding Sources 2
1.09 Statutes and Standards of General Applicability 2
1.10 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
2.05 Fees for Services 6
2.06 Cost Effective Purchasing of Medications 6
ARTICLE III FUNDING 6
3.01 Debt to State and Corporate Status 6
3.02 Application of Payment Due 6
3.03 Use of Funds 7
3.04 Use for Match Prohibited 7
3.05 Program Income 7
3.06 Nonsupplanting 7
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 7
4.01 Payment Methods 7
4.02 Billing Submission 7
4.03 Final Billing Submission 8
4.04 Working Capital Advance 8
4.05 Financial Status Reports (FSRs) 8
4.06 Third Party Payors 8
ARTICLE V TERMS AND CONDITIONS OF PAYMENT 8
5.01 Prompt Payment 8
5.02 Withholding Payments 9
5.03 Condition Precedent to Requesting Payment 9
5.04 Acceptance as Payment in Full 9
FF29 -12425 General Provisions (Core Subrecipient 2007) Table of Contents - Page 1
Rev. 07/20/2006
ARTICLE VI ALLOW ABLE COSTS AND AUDIT REQUIREMENTS
9
6.01 Independent Audit 9
6.02 Allowable Costs 9
6.03 Submission of Audit 10
ARTICLE VII CONFIDENTIALITY 11
7.01 Confidential Information 11
7.02 Maintenance of Confidentiality 11
7.03 Use of PHI 11
7.04 Disclosure to Department 11
7.05 Department Access to PHI 11
7.06 Exchange of Client - Identifying Information 11
7.07 Security of Patient or Client Records 12
718 HIV /AIDS Model Workplace Guidelines 12
ARTICLE VIII RECORDS RETENTION 12
8.01 Retention 12
8.02 Survival of Obligations 13
ARTICLE IX ACCESS AND INSPECTION 13
9.01 Access 13
9.02 State Auditor's Office 13
9.03 Responding to Deficiencies 13
ARTICLE X NOTICE REQUIREMENTS 13
10.01 Child Abuse Reporting Requirement 13
10.02 Significant Incidents 14
10.03 Litigation 14
10.04 Action Against Contractor 14
10.05 Insolvency 14
10.06 Misuse of Funds 14
10.07 Criminal Activity and Disciplinary Action 15
10.08 Retaliation Prohibited 15
10.09 Documentation 15
ARTICLE XI ASSURANCES AND CERTIFICATIONS 15
11.01 Certification 15
11.02 Contracting with Executive Head of State Agency 16
11.03 Child Support Delinquencies 16
11.04 Authorization 16
11.05 Gifts and Benefits Prohibited 16
11.06 Ineligibility to Receive the Contract 16
11.07 Antitrust 17
EF29 -12425 General Provisions (Core Subrecipient 2007) Table of Contents - Page 2
Rev. 07/20/2006
ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 17
12.01 Board Training 17
12.02 Duty of Compliance 17
12.03 Management and Control Systems 17
12.04 Insurance and Bonding 18
12.05 Fidelity Bond 18
12.06 Liability Coverage 18
12.07 Overtime Compensation 18
12.08 Program Site 18
12.09 Cost Allocation Plan 18
12.10 Reporting Unit Rate and Fee for Service Contracts 19
12.11 Historically Underutilized Businesses (HUBs) 19
12.12 Buy Texas 19
12.13 Contracts with Subrecipent Subcontractors 19
12.14 Status of Subcontractors 20
12.15 Incorporation of Terms 20
12.16 Independent Contractor 20
12.17 Authority to Bind 20
12.18 Tax Liability 20
12.19 Notice of Organizational Change 21
12.20 Quality Management 21
12.21 Equipment Purchases 21
12.22 Supplies 21
12.23 Changes to Equipment List 21
12.24 Property Inventory and Protection of Assets 21
12.25 Bankruptcy 22
12.16 Title to Property 22
12.27 Property Acquisitions 22
12.28 Disposition of Property 22
12.29 Closeout of Equipment 22
12.30 Assets as Collateral Prohibited 22
ARTICLE XIII GENERAL TERMS 22
13.01 Assignment 22
13.02 Lobbying 23
13.03 Conflict of Interest 23
13.04 Transactions Between Related Parties 23
13.05 Intellectual Property 24
13.06 Other Intangible Property 24
13.07 Severability and Ambiguity 25
13.08 Legal Notice 25
13.09 Successors 25
13.10 Headings 25
13.11 Parties 25
13.12 Survivability of Terms 25
EF29 -12425 General Provisions (( ore Subrecipient 2007) Table of Contents - Page 3
Rev. 07/20/2006
13.13 Direct Operation 25
13.14 Customer Service Information 25
13.15 Amendment 25
13.16. Contractor's Notification of Change to Certain Contract Provisions 26
13.17 Contractor's Request for Revision of Certain Contract Provisions 26
13.18 Immunity Not Waived 27
13.19 Hold Harmless 27
13.20 Waiver 27
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR
NON- COMPLIANCE 27
14.01 Actions Constituting Breach of Contract 27
14.02 General Remedies and Sanctions 27
14.03 Notice of Sanctions 29
14.04 Emergency Action 29
ARTICLE XV C'LAIMS AGAINST THE DEPARTMENT 30
15.01 Breach of Contract Claim 30
15.02 Notice 30
15.03 Sole Remedy 30
15.04 Condition Precedent to Suit 30
15.05 Performance Not Suspended 30
ARTICLE XVI TERMINATION 31
16.01 Expiration of Contract or Program Attachment(s) 31
16.02 Effect of Termination 31
16.03 Acts Not Constituting Termination 31
16.04 Termination Without Cause 31
16.05 Termination For Cause 31
16.06 Notice of Termination 33
ARTICLE XVII VOID, SUSPENDED AND TERMINATED
CONTRACTS 33
17.01 Void Contracts 33
17.02 Effect of Void, Suspended or Involuntarily Terminated Contract 33
17.03 Appeals Rights 33
ARTICLE XVIII CLOSEOUT AND CONTRACT
RECONCILIATION 34
18.01 Cessation of Services at Closeout 34
18.02 Administrative Offset 34
18.03 Deadline for Closeout 34
18.04 Payment of Refunds 34
18.05 Disallowances and Adjustment 34
18.06 Contract Reconciliation 34
EF29 -12425 General Provisions (('ore Subrecipient 2007) Table of Contents - Page 4
Rev. 07/20/2006
Fiscal Year 2007 Performance Contract
General Provisions
(Core /Subrecipient)
ARTICLE 1 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
rides 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 extern 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
f )SHS
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 and Uniform Grant Management
FF29 -1 2425 General Previsions 0 'ore Subrecipient 2007) Rev. 07/20/2006 Page 1
Standards (UGMS), as applicable.
Section 1.07 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
ith. the laws of the State of Texas. In the event of a dispute between the Parties, venue for
any suit shall be Travis County. Texas.
Section i.08 Applicable Laws and Regulations Regarding Funding Sources. Where
applicable, federal statutes and regulations, including federal grant requirements applicable to
funding sources, shall apply to this Contract. Contractor agrees to comply with applicable
laws, executive orders. regulations and policies as well as the Uniform Grant Management
Act of 1981 (UGMA), TEX. G)v'r. CODE ch. 783, as amended, and UGMS as amended by
revised federal circulars and incorporated in UGMS by the Governor's Budget and Planning
Office. UGMA is located on the Internet at
http: / /www.capitol.state.tx.us /statutes /statutes.html; the UGMS are located on the Internet at
http:Pwww.governor.state.tx.us' divisions /stategrants /guidelines /view. Contractor also shall
compl} with all applicable federal and state assurances contained in UGMS, Part III, State
l niform Administrative Requirements for Grants and Cooperative Agreement §_.14.
Section 1.09 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 U.S.C.A. §§ 2000d et seq.; 2) Title IX of the Education Amendments
of 1972, 20 U.S.C.A. §§ 1681-1.683, and 1685 -1686; 3) Section 504 of the Rehabilitation Act
of 1971-;, 29 U.S.C.A. 794(a): 4) the Americans with Disabilities Act of 1990, 42 U.S.C.A.
§§ 12101 et seq.: 5) Age Discrimination Act of 1975, 42 U.S.C.A. §§ 6101 -6107: 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act
of 1970, 42 U.S.C.A. § 290dd (b)(1); 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;
bl Drug Abuse )ffice and Treatment Act of 1972, 21 U.S.C.A. §§ 1101 et seq.,
relating to drug abuse:
c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 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 U.S.C.A. §§ 3601 et seq., relating
to nondiscrimination in housing:
} Immigration Reform and Control Act of 1986, 8 U.S.C.A. § 1324a, regarding
employment verification;
1 F29 -12425 General Provisions ((`ore Subrecipient 2007) Rev. 07/20/2006 Page 2
Pro - Children Act of 1994, 20 U.S.C.A. §§ 6081 -6084, regarding the non -use of
all tobacco products;
National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a -1 et seq.,
and 6601 (P.L. 93 -348 and P.L 103 -43), as amended, regarding human subjects involved
in research;
Hatch Political Activity Act, 5 U.S.C.A. §§ 7321 -26, which limits the political activity
t>f employees whose employment is funded with federal funds;
Fair Labor Standards Act, 29 U.S.C.A. §§ 201 et seq., and the Intergovernmental
Personnel Act of 1970, 42 U_S.0 A. §§ 4701 et seq., as applicable, concerning minimum wage
and maximum hours;
TEx. Gov'T Ct >DE ch. 469 (Supp. 2004), pertaining to eliminating architectural barriers
for persons with disabilities;
Texas Workers Compensation Act, TEX. LABOR CODE, chs. 401 -406 28 TEX. ADMIN.
('ODE pt. 2, regarding compensation for employees' injuries;
l ? The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a,
regarding the regulation and certification of clinical laboratories;
rn) The Occupational Safety and Health Administration Regulations on Blood Borne
Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code ch. 96 regarding safety
standards for handling blood borne pathogens;
r =) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the
treatment of laboratory animals;
o) Environmental standards pursuant to the following: 1) Institution of environmental
quality control measures under the National Environmental Policy Act of 1969, 42 USC §§
4321 -4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of
Environmental Quality ." 2) Notification of violating facilities pursuant to Executive Order
11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the
Flood Disaster Protection Act of 1973 (P.L 93 -234); 5) Assurance of project consistency
'with the approved State Management program developed under the Coastal Zone
Management Act of 1072, 16 LISC §§ 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 §§
-401 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking
Water Act of 1974, 42 USC §§ 300f -300j; 8) Protection of endangered species under the
Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to
state clean air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.;
0) Protection of underground sources of drinking water under the Safe Drinking Water Act
of 1 974, 42 USC § §300f- -330j; 11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et
seq. related to protecting certain rivers system; and 12) Lead -Based Paint Poisoning
Prevention .Act (42 1 .S.0 § 4801 et seq.) prohibiting the use of lead -based paint in
FF29 -1 2425 General Provisions (( ore Subrecipient 2007) Rev. 07/20/2006 Page 3
residential construction or rehabilitation;
p Intergovernmental Personnel Act of 1970 (42 USC § §4278 -4763 regarding
personnel merit systems for programs specified in Appendix A of the federal Office of
Program Management's Standards for a Merit System of Personnel Administration (5 C.F.R.
Part 900, Subpart F).
q t Titles II and III of the _.'niform 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;
Davis -Bacon Act (40 t.S.C. §§ 276a to 276a -7), the Copeland Act (40 U.S.C. § 276c
and 18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§
327-333), regarding labor standards for federally- assisted construction subagreements;
s National Historic Preservation Act of 1966, §106 (16 U.S.C. § 470), Executive Order
1 1593, and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§ 469a -1 et
seq.) regarding historic propert■ to the extent necessary to assist DSHS in complying with the
Acts:
t n Financial and ; ompliance audits in accordance with Single Audit Act Amendments
of 1996 and OMB Circular No. A- 13 3, "Audits of States, Local Governments, and Non - Profit
Organizations;" and
u ► requirements of 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 1.10 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 interlocai contracts:
1) Hold Harmless;
2) Independent Contractor (delete the third sentence in its entirety; delete the word
"employees" in the fourth sentence; the remainder of the section applies)
3) Insurance and Bonding; and
4) 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 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.
1 -i;F29 -12425 General Previsions (fore Subrecipient 2007) Rev. 07/20/2006 Page 4
DSHS certifies that it has the authority to enter into this Contract granted in Health
and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory
authority to enter into and perform this Contract.
< ? The following additional provisions shall apply to interlocal contracts:
I } This Contract s entered into pursuant to the authority granted and in compliance
with the provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791.
2.) Payments made by DS HS to Contractor shall be from current revenues available to
DSHS.
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
C`ontractor's governing hoard.
ARTICLE 11 SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor
shall ensure that all persons, who are housed in Department licensed and/or funded residential
facilities and who are twenty -two (22) years of age or younger, have access to educational
services as required by TEX. EDuc. CODE § 29.012. Contractor shall notify the local
education agency or local early intervention program as prescribed by TEX. EDUC. CODE §
29.012 not later than the third calendar day after the date a person who is twenty -two (22)
years of age or younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency,
including natural, man -made, criminal, terrorist, and/or bioterrorism events, declared as a
state disaster b` the Governor, or a federal disaster by the appropriate federal official,
Contractor may he 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, he 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. FAM. CODE, Chapter 32 relating to consent to treatment
of a child by a non - parent or child or pursuant to other state law. If requirements of federal
law relating to consent directl\ conflict with TEx FAM. 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
F2Q -I 2425 General Provisions t( 'ore Subrecipient 2007) Rev. 07/20/2006 Page 5
equipment that complies with the equipment standards as required by the Department.
Procedures of telemedicine service provision must include the following requirements:
a`t clinical oversight by the Contractor's medical director or designated physician
responsible for medical leadership;
hi contraindication considerations for telemedicine use;
c i qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d t 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;
1 ? demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i f management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
Section 2.05 Fees for Services. Contractor may develop a fee - for - service system and
schedule of fees for personal health services in accordance with the provisions of Health and
Safety Code §12.032, DSHS Rule §1.91 covering Fees for Personal Health Services, and
other applicable laws or grant requirements. The amount of a fee shall not exceed the actual
cost of providing the services. No patient may be denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. Contractor shall make needed
medications available to clients at the lowest possible prices and use the most cost effective
medications purchasing arrangement possible
ARTICLE III FUNDING
Section 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 § §171.001 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 3.02 Application of Payment Due. Contractor agrees that any payments due
under this Contract wi 11 be applied towards any debt, including but not limited to delinquent
taxes and child support that is owed to the State of Texas.
=F29 -? 2425 General Provisions ( :'ore Subrecipient 2007) Rev. 07/20/2006 Page 6
Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds only
for the provision of approved services and for reasonable and allowable expenses directly
related to those services
Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this
Contract shall not be used for matching purposes in securing other funding unless directed or
approved by the Department in writing.
Section 3.05 Program Income. Gross income directly generated from Department funds
through a project or activity performed under a Program Attachment and/or earned only as a
result of a Program Attachment during the term of the Program Attachment are considered
program income. Unless otherwise required under the terms of the grant funding this
('ontract, the addition alternative, as provided in UGMS § .25(g)(2), for the use of program
income shall be used by Contractor to further the program objectives of the state or federal
statute under which the Program Attachment was made, and it shall be spent on the same
Program Attachment project in which it was generated. Contractor shall identify and report
this income in accordance with the Compliance and Reporting Article of these General
Provisions and the Special Provisions of the Program Attachment(s). Contractor shall expend
program income during the Program Attachment term and may not carry forward to the
succeeding term. Program income not expended in the term in which it is earned shall be
refunded to DSHS. DSHS may base future funding levels, in part, upon Contractor's
proficiency in identifying, billing, collecting, and reporting program income, and in utilizing
it for the purposes and conditions set forth in this Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant [i.e., use funds from this
Contract to replace or substitute existing funding from other sources that also supports the
activities that are the subject of this Contract] but rather shall use funds from this Contract to
supplement existing funds. Contractor shall use the funds from this Contract to increase state
or local funds currentl. available for a particular activity. Contractor shall make a good faith
effort to maintain its current level of support. Contractor may be required to submit
documentation substantiating that a reduction in local funding, if any, resulted for reasons
other than receipt or expected receipt of funding under this Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS.
Section 4.01 Payment Methods. Except as otherwise provided by the Special Provisions
of this 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( s) and successful submission of a 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 Attachment(s) in the form and format prescribed by DSHS. Unless
Ahem ise specified ir= the Program Attachment(s), Contractor shall submit requests for
E.F29 -1 2425 General Provisions (C`ore Subrecipient 2007) Rev. 07/20/2006 Page 7
reimbursement or payment monthly within thirty (30) calendar days following the end of the
month covered by the bill.
'section 4.03 Final Billing Submission. Unless otherwise provided by the Department,
Contractor shall submit a reimbursement or payment request as a final close -out bill not later
than sixty (60) calendar days following the end of the applicable term for goods received and
services rendered during the term. If necessary to meet this deadline, Contractor may submit
reimbursement or payment requests by facsimile transmission. Reimbursement or payment
requests received in DSHS's offices more than sixty (60) calendar days following the end of
the applicable term will be denied. Consideration of requests for an exception will be made
on a case -by -case basis subject ro the availability of funding.
Section 4.04 Working Capital Advance. If allowed under the Contract, a single one-
time working capital advance per term of the Contract may be granted at the Department's
discretion. Contractor must submit documentation to the Division Contract Management Unit
assigned to the Contract to justify the need for a working capital advance. The working
capital advance must be liquidated as directed by the Department. The requirements for the
documentation justifying the need for an advance and the directions for liquidating the
advance are found in the Contractor's Financial Procedures Manual located at
http: / /www.dshs.state.tx.us /contracts.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided, for
contracts with categorical budgets, Contractor shall submit quarterly FSRs to Accounts
Payable by the thirtieth calendar day of the month following the end of each quarter of the
Contract term for Department review and financial assessment. The final FSR must be
submitted not later than 60 days following the end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has 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.
('ontractor 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 r y 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 part} 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 5.01 Prompt Payment Upon receipt of a timely, undisputed invoice pursuant to
EF29 -12425 General Prox asions (( ore Subrecipient 2007) Rev. 07/20/2006 Page 8
this Contract, Department will pay Contractor. Payments are contingent upon a signed
('ontract 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.
Cov'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 or review by the Department.
section 5.02 Withholding Payments. Department may withhold all or part of any
payments to Contractor to .)ffset 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 repaymen t obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse
program income, rebates, refunds, contract settlements, audit recoveries, and interest earned
on such funds before requesting cash payments including any advance payments from
Department.
Section 5.04 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.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
section 6.01 Independent Audit. If Contractor within Contractor's fiscal year expends a
total amount of at least $500,000 in state funds awarded or at least $500,000 in federal funds
awarded, Contractor must have a single audit or program - specific audit in accordance with
the Office of Management and Budget (OMB) Circ. No. A -133, the Single Audit Act of 1984,
Pub. L 98 -502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, Pub. L. 104-
? 56, 1 = 0 Stat. 1 396. The $500,000 federal threshold amount includes federal funds passed
through by way of state agency awards. The audit shall be conducted by an independent
t ertified public accountant and in accordance with applicable OMB Circulars, Government
Auditing Standards, and Uniform Grant Management Standards (UGMS) located on the
Internet at http :ii'www.governor.state.tx.us / divisions /stategrants /guidelines /view. Contractor
shall procure audit serk ices in compliance with state procurement procedures, as well as with
the provisions of'UGMS. Contractor shall not use the same accountant or accounting firm to
onduct the independent audit tor more than five consecutive years.
section 6.02 Allowable Costs For services satisfactorily performed pursuant to this
Contract, DSHS will reimburse Contractor for allowable costs. Reimbursements are
contingent on a signed contract and will not exceed the total amount of the Contract.
'ontractor is entitled to payment only if the service, work, and/or product has been
authorized and satisfactorily performed. Contractor must have incurred a cost within the
applicable term to be .ligible for reimbursement under this Contract and prior to claiming
tF29 -12425 General Provisions (( 'ore Subrecipient 2007) Rev. 07/20/2006 Page 9
reimbursement. DSHS shall determine whether costs submitted by Contractor are allowable
and reimbursable. If DSHS has paid funds to Contractor for unallowable or ineligible costs,
Contractor shall return the funds to DSHS within thirty (30) calendar days of written notice.
DSHS may withhold all or part of any payments to Contractor to offset reimbursement for
any ineligible expenditures that Contractor has not refunded to DSHS, or if financial status
report(s) required under the Financial Status Reports Section are not submitted by the date(s)
due. DSHS may take repayment from funds available under any term of the Contract, active
er expired, in amounts necessary to fulfill Contractor's repayment obligations. Applicable
cost principles, audit requirements, and administrative requirements include:
Applicable
Entity
kpplicable
Cost Principles
Audit Requirements
Administra=
tive
Requirements
State, Local
OMB Circular
OMB Circular A -133
UGMS
and Tribal
N -87
and UGMS
Governments
Educational
OMB Circular
OMB Circular A -133
OMB
Institutions
a -21
and UGMS
Circular
A -110
Non -Profit
OMB Circular
OMB Circular A -133
UGMS
Organizations
a -122
and UGMS
F'or -profit
48 C.F.R. Part
Program audit
UGMS
Organization
31, Contract
conducted by an
other than a
Cost Principles
independent certified
hospital and an
Procedures, or
public accountant in
organization
uniform cost
accordance with
named in
accounting
Governmental Auditing
OMB Circular
A -122 as not
subject to that
circular.
standards that
comply with
cost principles
acceptable to
the federal or
state awarding
agency
Standards.
OMB Circulars will be applied with the modifications prescribed by UGMS with effect given
to whichever provision imposes the more stringent requirement in the event of a conflict.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the
audit reports required by this section, Contractor shall submit one copy to the Department's
Contract Oversight and Support Section, and one copy to the Texas Health and Human
Services Commission i HHSC). Office of Inspector General (OIG), at the following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1910
t 100 West 49th St.
EF29- 1 2425 General Provisions (Core Subrecipient 2007)
Rev. 07/20/2006 Page 10
,kustin Texas 78756 -3199
Texas Health and Human Services Commission
Office of Inspector General
Compliance /Audit Mail Code 1 326
1'.0 Box 85200
Austin. Texas 78708 -5700
ARTICLE VII CONFIDENTIALITY.
Section 7.01 Confidential Information. Contractor is required to comply with state and
federal laws relating to the privacy and confidentiality of patient and client records that
contain protected health information (PHI), or other information or records made confidential
by law
Section 7.02 Maintenance of Confidentiality. Contractor must maintain the
L onfidentiality 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,
476, 577,596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable
Rules
Section 7,03 Use of PHI. If Contractor is subject to HIPAA 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 purpose of the use, disclosure or request.
section 7.04 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
=-n laws governing the release of client records or other confidential information.
Section 7.05 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 (HIPAA) and the Privacy Standards
adopted to implement HIPAA at 45 C.F.R. pts. 160 and 164, at § 164.512, and TEX. Occ.
C_ ODE ch. 159, at §§ 159.003 and 159.004.
Section 7.06 Exchange of Client- Identifying Information. Except as prohibited by other
Law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance
F,F29 -12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 11
with 45 CFR § 164.504(e)(3)(i)(B), Health and Safety Code § 533.009 and Rule Chapter 414,
Subchapter A or other applicable law or rules. Contractor shall disclose information described
in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency
described in Health and Safety Code §614.017(c) upon request of that agency, unless
Contractor documents that the information is not allowed to be disclosed under 45 CFR Part
64 or tither applicable law
Section 7.07 Security of Patient or Client Records. Contractor must maintain patient
and client records in compliance with state and federal law relating to security and retention
of medical or mental health and substance abuse patient 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 7.08 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 § 85.112-
1 14. 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 /hivstd /policy /policy2.htm#top.
ARTICLE VIII RECORDS RETENTION.
Section 8.01 Retention. Contractor shall retain records in accordance with the
Department's State of Texas Records Retention Schedule, located at
http: / /www.dshs. state .tx.usirecords /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 other 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 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 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 shalt provide the name and address of the party responsible for storage of
t;t 29 -12425 General Prov , lions (Core Subrecipient 2007) Rev. 07/20/2006 Page 12
records to the Division Contract Management Unit assigned to the Contract.
Section 8.02 Survival of Obligations. The obligations of Contractor to retain records and
maintain confidentiality of information shall survive this Contract.
ARTICLE IX ACCESS AND INSPECTION.
Section 9.01 Access. In addition to any right of access arising by operation of law,
Contractor, and any o Contractor's affiliate or subsidiary organizations or subcontractors
shall permit the Department or any of its duly authorized representatives, as well as duly
authorized federal, state or local authorities, including the Office of the Inspector General at
HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to
examine any site where business is conducted 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 9.02 State auditor's Office. Contractor shall, upon request, make all records,
hooks, 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 SAO, or any successor agency, to conduct an audit
or investigation in connection with those funds. The Contractor further agrees to cooperate
fully with the SAO or its successor in the conduct of 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
he Contractor, and the requirement to cooperate, is included in any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC
upon examination of Contractor's records 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 -
('ompliance Article of this Contract
ARTICLE X NOTICE REQUIREMENTS.
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health
and substance abuse contractors and contractors for the following public health programs:
FF29 -12425 General Pro sions (C pre Subrecipient 2007) Rev. 07/20/2006 Page 13
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. FAM. 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 as required by the
Department located at www. dshs. state.tx.us/childabusereporting. Contractor shall retain
reporting documentation on site and make it available for inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,
Contractor shall report to the 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 10.03 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, 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 10.04 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 submitting a one page description of the reason(s) for such action that
includes the name and contact information of the local, state or federal department or agency,
cr entity, the date of the license action, and a license or case reference number.
Section 10.05 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
[_ Jnit 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 10.06 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 iolation of financial laws, rules, policies and procedures related to
t:F 29 -12425 General Prov,sions (Gre Subrecipient 2007) Rev. 07/20/2006 Page 14
performance under this Contrac;. 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 http: / /www.sao.state.tx.us.
Section i 0.07 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
'ontractor, 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
:onstitute 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 relatiml 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 E 3) working days from the date of discovery.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who
reports a violation of, or cooperates with an investigation regarding, any applicable law, rule,
or standard to the SAO. the Department, another state agency, or any federal, state or local
law enforcement official
Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all
notices.
ARTICLE XI ASSURANCES AND CERTIFICATIONS.
Section €1.01 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 n_, 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 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
FF29- 12425 General Prove ions (Core Subrecipient 2007) Rev. 07/20/2006 Page 15
C ontrac t..
Section 'i 1.02 Contracting with Executive Head of State Agency. Contractor certifies that
t is in compliance with TEX. GOV'T. CODE § 669.003, relating to contracting with the
executive head of a state agency If Contractor currently or subsequently employs a current
OT 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 information to the Division Contract Management Unit
assigned to the Contract
a) Name of Executive;
Name of State Agency.
1 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.
Gov' r. CODE § 669.003.
Section 1.03 Child Support Delinquencies. As required by TEX.FAM.CODE § 231.006,
a child support obligor who is more than thirty (30) calendar days delinquent in paying child
support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or
owner with an ownership interest of at least twenty -five percent (25 %) is not eligible to
receive payments from state funds under a contract to provide property, materials, or services
or receive a state - funded grant or loan. If applicable, Contractor agrees to maintain its
eligibility to receive payments under this Contract, certifies that it is not ineligible to receive
the payments specified in this Contract, and acknowledges that this Contract may be
terminated and payment may be withheld if this certification is inaccurate.
Section 11.04 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 11.05 Gifts and Benefits Prohibited. Contractor certifies that it has not given,
offered to give, nor intends to give at any time hereafter, any economic opportunity, present
or future employment, gift, loan, gratuity, special discount, trip, favor, or service to a DSHS
or HHSC official or employee in connection with this Contract.
Section 11.06 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
t;F29 -12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 16
terminated and payment withheld if these certifications are inaccurate.
Section 1.07 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 with any competitor or any other
person engaged in such line of business for the purpose of substantially lessening competition
in such line of business
ARTICLE XII GENERAL BUSINESS OPERATIONS OF
CONTRACTOR.
Section 12.01 Board Training. If they have not already done so within the preceding two
(2) years, a majority of the board of directors of Contractor shall review the Department's
board training in the format provided by the Department and shall verify in writing to the
Division Contract Management Unit assigned to the Contract that the review took place.
Written verification shall be submitted no later than the end of the first quarter of the Contract
and shall be in the form required by the Department. This review shall be completed at least
every two (2) years of consecutive funding from the Department, except that each member of
the governing board of a Contractor that provides mental health services shall complete the
board training review initially and then annually.
Section 12.02 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 provisions or other requirements contained or referenced in this Contract shall not
constitute a defense or basis for waiving or appealing such provisions or requirements.
Section 12.03 Management and Control Systems. Contractor shall maintain an appropriate
contract administration system to insure that all terms, conditions, and specifications are met.
Contractor shall develop, implement, and maintain financial management and control systems
that meet or exceed the requirements of UGMS and adhere to procedures detailed in
Department's Contractor's Financial Procedures Manual available at the Department's web
site: http:// www.dshs.state.tx.usicontracts. Those requirements shall include at a minimum:
a) financial planning, including the development of budgets that adequately
reflect all functions and resources necessary to carry out authorized activities and
the adequate determination of costs;
b) financial management systems including accurate, correct, and complete
accounting records that identify the source and application of funds provided
under each Program Attachment of this Contract, and that support the information
l'^29 -12425 General Prov lions (C ,ire Subrecipient 2007) Rev. 07/20/2006 Page 17
contained in required financial reports; and cost source documentation; and
(c) effective internal and budgetary controls; determination of reasonableness,
allowableness, and allocability of costs; timely and appropriate audits and
resolution of any findings; billing and collection policies; and a mechanism
capable of billing and making reasonable efforts to collect from clients and third
parties.
Section :2.04 Insurance and Bonding. Contractor shall maintain insurance or other means
of replacing assets purchased with Department funds.
Section 12.0.5 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 his/her duties or to account
properly for all monies and property received by virtue of his/her position or employment.
Section 12.06 Liability Coverage. Contractor shall also maintain liability insurance
coverage, referred to in TEX. Gov'T. 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 to entities that are organized as non -profit corporations under the
Texas Non- Profit Corporation Act; for -profit corporations organized under the Texas
Business Corporations Act; and any other legal entity 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 12.07 Overtime Compensation. Except as provided in this section, Contractor shall
not use any of the funds provided by this Contract to pay the premium portion of overtime.
Contractor shall be responsible for any obligations of premium overtime pay due employees.
Premium overtime pay is defined as any compensation paid to an individual in addition to the
employee's normal rate of pay for hours worked in excess of normal working hours. Funds
provided under this Contract may be used to pay the premium portion of overtime only under
the following conditions: 1) with the prior approval of DSHS; 2) temporarily, in the case of
an emergency or an occasional operational bottleneck; 3) when employees are performing
indirect functions, such as administration, maintenance, or accounting; 4) in performance of
tests, laboratory procedures, or similar operations that are continuous in nature and cannot
reasonably be interrupted or otherwise completed; or 5) when lower overall cost to DSHS
vi 11 result.
Section 12.08 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 12.09 Cost Allocation Plan . Contractor shall submit a cost allocation plan to the
1F29 -12425 General Prov lions (C(yre Subrecipient 2007) Rev. 07/20/2006 Page 18
Department's Contract )versight and Support Section at Mail Code 1910, 1100 W. 49th. St.
Austin, Texas 75756, except under the following circumstances: (1) Contractor has
previously submitted to DSHS current indirect cost rate that has been approved by a federal
cognizant agency or a state single audit coordinating agency; or (2) Contractor has a current
Cost Ailocation Plan or file with the Department. Contractor shall implement and follow the
applicable cost allocation plan. If Contractor's plan is the same as in the previous year, by
signing this Contract, Contractor certifies that its current cost allocation plan for the current
year is the same as that submitted to DSHS for the previous year. In the event that the cost
allocation plan has changed, Contractor must submit a new cost allocation plan to the
( ontract Oversight and Support Section no later than the 60th calendar day after the effective
date of the Contract, in the form required by the Department. Contractor shall notify the
( ontract Oversight and Suppon Section in writing if its cost allocation plan changes during
the course of the Contract tern. Cost allocation plans must comply with the guidelines
provided in the Department's Contractor's Financial Procedures Manual located at
http://www.dshs.state.tx.us/contracts.
Section 12.10 Reporting for Unit Rate and Fee For Service Contracts. Contractor shall
submit reports concerning unit rate and fee - for - service contracts to the Department in
accordance with the requirements stated in the Department's Contractor's Financial
Procedures Manual located at http:i /www.dshs.state.tx.us /contracts.
Section 12.11 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 § 11 12. 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 from the Department's HUB Coordinator of the revised
plan 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 §111 16(c).
Section 12.12 Buy Texas. Contractor shall purchase products and materials produced in
Texas when the products and materials are available at a price and time comparable to
products and materials produced outside of Texas as required by TEx. Gov'T CODE §
2155 4441.
Section 12.13 Contracts with Subrecipient Subcontractors. Contractor may enter into
contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a
specific Program Attachment(s). Prior to entering into an agreement equaling $25,000 or
twenty -five percent (25 %) of a Program Attachment amount, whichever is greater, Contractor
shall obtain written approval from DSHS. Contracts with subcontractors shall be in writing
and include the following:
a) Name and address of all parties:
b) A detailed description of the services to be provided;
F1229 - 2425 General Pro. 'ions (Core Subrecipient 2007) Rev. 07/20/2006 Page 19
c) Measurable method and rate of payment and total amount of contract;
d) Clearly defined and executable termination clause;
e) Beginning and ending dates that coincide with the dates of the applicable Program
Attachment(s) or over a term within the beginning and ending dates of the applicable
Program Attachment(s);
f) Access to inspec the work and the premises on which any work is performed, in
accordance with the Access and Inspection Article in this Contract; and
g)
A copy of these General Provisions and a copy of the Statement of Work and any
Special Provisions in the Program Attachment(s) applicable to the subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall
monitor both financial and programmatic performance and maintain pertinent records that
shall be available for inspection by DSHS. Contractor shall ensure that subcontractors are
fully aware of the requirements placed upon them by state /federal statutes and regulations and
under this Contract. Contractor shall not contract with a subcontractor, at any tier, that is
debarred or suspended or excluded from or ineligible for participation in federal assistance
programs.
Section 12.14 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 12.15 Incorporation of Terms. Contractor shall ensure that all written agreements
with the subrecipient subcontractor incorporate the terms of this Contract, and provide that
the subcontractor is suhiect to audit by DSHS, HHSC and the SAO.
Section 12.16 Independent ( :ontractor. 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 he eligible for unemployment compensation from the
Department or the State of Texas.
Section 12.17 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
t ontractor to execute this Contract for Contractor and to validly and legally bind Contractor
to all of its terms
Section 12.18 Tax Liability. contractor shall comply with all state and federal tax laws and
s- :1-29 -12425 General Prov ,ions (C, )re Suhrecipient 2007) Rev. 07/20/2006 Page 20
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 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 12.19 Notice of Organizational Change. Contractor shall submit written notice
to the Division Contract Management Unit assigned to the Contract within ten business days
of any change to the following: Contractor's name; contact information; key personnel,
officer. director or partner; organizational structure; legal standing; or authority to do business
in Texas. A change in C'ontractor's name requires an amendment to the Contract in
accordance with the Amendments section of these General Provisions.
Section 12.20 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
Section 12.21 Equipment Purchases. Equipment means an article of nonexpendable,
tangible personal property having a useful lifetime of more than one year and an acquisition
cost of $5,000 or more Contractor must inventory controlled assets, which include, hand
guns and rifles, regardless of the acquisition cost, and the following assets with an acquisition
cost of $500 or more: fax machines, telecopiers, stereo systems, cameras, video
recorder /laserdisc players, televisions, video cassette recorders, camcorders, desktop and
laptop computers, non - portable printers, and cellular and portable phones. Contractors on a
cost reimbursement payment method shall comply with the requirements of the provisions in
this Article concerning equipment. If purchase of equipment is approved in writing by the
Department, Contractor is required to initiate the purchase of that equipment in the first
quarter of the Contract term. Failure to initiate the purchase of equipment may result in loss
of availability of funds for the purchase of equipment.
Section 12.22 Supplies. Supplies are defined as consumable items necessary to carry out the
services under this Contract including medical supplies, drugs, janitorial supplies, office
supplies, patient educational supplies. software, and any items of tangible personal property
other than those defined as equipment above.
Section 12.23 Changes to Equipment List. All items of equipment purchased with funds
under this Contract shall be itemized in Contractor's application as finally negotiated with the
Department, Any changes to the equipment list contained in the negotiated application or
executed contract shall he approved in writing by Department prior to purchase of equipment.
Contractor shall submit to the Division Contract Management Unit assigned to the Contract a
written description including complete product specifications and need justification prior to
purchasing any item of unapproved equipment. If approved, Department will acknowledge
its approval by means of a written amendment or by written acceptance of Contractor's
Contract Revision Request. as appropriate.
Section 12.24 Property Inventory and Protection of Assets. Contractor shall maintain a
1 F29 -12425 General Provoions (Core Subrecipient 2007)
Rev. 07/20/2006 Page 21
nonexpendable personal property (equipment) inventory and submit an annual cumulative
report to the Contract Oversight and Support Section, Mail Code 1910, 1100 W. 49th St.,
Austin, Texas 78756, no later than October 15th of each year. Contractor shall administer a
program of maintenance, repair. and protection of assets under this Contract so as to assure
their full availability and usefulness. In the event Contractor is indemnified, reimbursed, or
otherwise compensated for any loss of, destruction of, or damage to the assets provided under
this Contract, it shall use the proceeds to repair or replace said assets.
Section 1 2.25 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department
property, equipment, and supplies in possession of Contractor from the bankruptcy, and title
shall revert to Department.
Section 12.26 Title to Property. At the conclusion of the contractual relationship between
the Department and the Contractor, for any reason, title to any remaining equipment and
supplies purchased from funds under this Contract reverts to Department. Title may be
transferred to any other party designated by Department. The Department may, at its option
and to the extent allowed by law, transfer the reversionary interest to such property to
< `ontrac tor.
Section 12,27 Property Acquisitions. Department funds may not be used to purchase
buildings or real property. Any costs related to the initial acquisition of the buildings or real
property is not allowable.
Section 12.28 Disposition of Property. Except when federal statutory requirements
supersede, Contractor shall follow the procedures in the American Hospital Association's
"Estimated Useful Lives of Depreciable Assets" in disposing, at any time during or after the
Contract term, of equipment or controlled assets purchased with the Department funds. If,
prior to the end of the useful life, any item of equipment is no longer needed to perform
services under this Contract, or becomes inoperable, Contractor shall request disposition
approval and instructions in writing from the Contract Oversight and Support Section, Mail
Code 1910, 1100 W. 40th St., Austin, Texas 78756. After an item reaches the end of its useful
life, Contractor must ensure that disposition of any equipment is in accordance with
Generally Accepted Accounting Principles, and any applicable federal guidance.
Section 12.29 Closeout of Equipment. Contractor shall submit to the Division Contract
Management Unit assigned to the Contract, an inventory of property purchased with
Department funds at closeout and request disposition instructions for such property. All
property purchased with Department funds shall be secured by the Contractor at the time of
closeout and shall be returned to the Department as required by the Department's disposition
instructions or at the request of the Department at the Contractor's expense.
Section 12.30 Assets as Collateral Prohibited. Contractors on a cost reimbursement
payment method shall not encumber property purchased with Department funds without prior
written approval from the Department.
ARTICLE XIII GENERAL TERMS.
section 13.01 Assignment. Contractor will not transfer, assign, or sell its interest, in whole
EF29-12425 General Prov =lions (Core Suhrecipient 2007)
Rev. 07/20/2006 Page 22
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 a 3.02 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 to file the same declaration, certification, and disclosure with the
Division Contract Management Unit 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, certification, or disclosure previously filed.
Section 13.03 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 13.04 Transactions Between Related Parties. Contractor shall identify and report
to DSHS any transactions between Contractor and a related party that is part of the work that
the Department is purchasing under this Contract before entering into the transaction or
immediately upon discovery. Contractor shall submit to the Division Contract Management
i'nit 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 well 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 maintain records and supply any additional information requested by the
Department, regarding a transaction between related parties, needed to enable the Department
to determine the appropriateness of the transaction pursuant to applicable state or federal law,
E:129- 2425 General Pro sions (C Subrecipient 2007) Rev. 07/20/2006 Page 23
regulations or circulars. which may include 45 C.F.R. part 74, OMB Circ. No. A -110 (Rev.
1 1 /19/93, as further amended 09/30/99), 2 CFR §215.42, and UGMS.
Section 0.05 Intellectual Property. Texas Health and Safety Code § 12.020 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.
(h) 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 he 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,
in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2)
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
(e) If the results of the contract performance are subject to copyright law, 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 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole
ownership rights and interest in all non- copyrightable intangible property that was developed,
produced or obtained by Contractor as a specific requirement under the Contract or under any
grant that funds this Contract, such as domain names, URLs, etc. Contractor shall cooperate
!-I-29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 24
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
ontract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to
he 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 13.08 Legal Notice. Any notice required or permitted to be given by the provisions
of this Contract shall be deemed to have been received by a Party on the third business day
after the date on which it was mailed to the Party at the address first given above (or at such
ether address as the Party shall specify to the other Party in writing) or, if sent by certified
mail, on the date of receipt.
Section 13.09 Successors. The Contract shall be binding upon the Parties and their
successors and assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in 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 13.11 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 terms and conditions and of obtaining independent legal
advice pertaining to this Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract 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
applicable following any such termination or expiration.
Section 13.13 Direct Operation. The Department may temporarily assume operations of a
contractor's program or programs funded under this Contract when the continued operation
the program by Contractor puts at risk the health and safety of clients and/or participants
served by the Contractor, and there are no reasonable alternatives available.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such
information as required by the Department to comply with the provisions of TEX. Gov'T
CODE ch. 2114 regarding Customer Service surveys.
section 13.15 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 he 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
;F29 -12425 General Provisions (Care Siihrecipient 2007) Rev. 07/20/2006 Page 25
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
i)SHS.
:section 13.16 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 1 Contractor's contact person and contact information.
?) Contact information for key personnel, as stated in the application.
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 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 13.17 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 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
`ontract).
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
ontract Revision Request form from the DSHS website and complete the form as directed
by the Department. Two copies of the completed form must be signed by Contractor's
representative who is authorized to sign contracts on behalf of Contractor and submitted to
the Division Contract Management Unit assigned to the Contract. Any approved revision will
not he 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 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
Ef29 -'2425 General Provisions (Core Suhrecipient 2007) Rev. 07/20/2006 Page 26
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 OPER ATION OF LAW.
Section 13.19 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 employees,
subcontractors, joint venture participants or agents under this Contract.
Section 13.20 Waiver. Acceptance by either party of partial performance or failure to
complain of any action. non - action or default under this Contract shall not constitute a waiver
of either party's rights under the Contract.
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR
NON- COMPLIANCE.
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that
constitute breach of contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this
Contract;
b) failure to comply with any provision of this Contract:
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the Department or agreed
order issued by the Department;
e) failure by Contractor to provide a full accounting of funds expended under this
Contract.
€} 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 14.02 General Remedies and Sanctions. The Department will monitor Contractor
for both programmatic and financial compliance. The remedies set forth below are available
to the Department against Contractor and any entity that subcontracts with Contractor for
provision of services or goods. HHSC OIG may investigate, audit and impose or recommend
imposition of sanctions to Department for any breach of this Contract and may monitor
Contractor for financial compliance. The Department may impose one or more sanctions for
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 tailing to comely with one or more of the terms of this Contract, including
1-1-29- 12425 General Provisions iCore Suhrecipient 2007) Rev. 07/20/2006 Page 27
but not limited to compliance with applicable statutes, rules or regulations, the Department
may take one or more ot'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
heanng 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
of 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 in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments
means the temporary withholding of a working capital advance, if applicable, or
reimbursements or payments to Contractor for proper charges or obligations
incurred, pending resolution of issues of noncompliance with conditions of this
Contract or indebtedness to the United States or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of cash
payment means that Department retains funds billed by Contractor for (1)
unallowable. undocumented, disputed, inaccurate, improper, or erroneous billings;
(2) material failure to comply with Contract provisions; or (3) indebtedness to the
United States or to the State of Texas;
h) declare the Contract void upon the Department's determination that the
Contract was obtained fraudulently or upon the Department's determination that
the Contract was illegal or invalid from the Contract's inception;
i) designate the Contractor as high risk;
j) 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 of Texas;
k) delay contract execution with Contractor while other imposed or proposed
FF29 -12425 General Proviions (Core Subrecipient 2007) Rev. 07/20/2006 Page 28
sanctions are pending resolution;
1) 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;
m) require Contractor to obtain technical or managerial assistance;
n) establish additional prior approvals for expenditure of funds by Contractor;
o) require additional, more detailed, financial and/or programmatic reports to be
submitted b v Contractor;
p) demand repayment from Contractor;
q) 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;
r) 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 improper billing or accounting practices or failure to comply
with Contract terms or
w) impose other remedies provided by law.
section 14.03 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
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
ederal or state statute. regulation or guideline, Department's decision is final. Department
shall provide written notice =:o Contractor of Department's decision. If required by the
Department, Contractor shall take corrective action.
>ectior 14.04 Emergency Action. In an emergency, Department may immediately
EF29- 12425 General Pro` isions (Gore Subrecipient 2007) Rev. 07/20/2006 Page 29
terminate or suspend all or par of this Contract, temporarily or permanently withhold cash
payments, deny contract renewal or future contract awards, or delay contract execution by
delivenng 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
h) Contractor is expending funds inappropriately.
Whether Contractor's :conduct or noncompliance is an emergency will be determined by
Department on a case -by -case basis and will be based upon the nature of the noncompliance
or conduct.
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.
Section 15.01 Breach of Contract Claim. The process for a breach of contract claim
against the Depaitnient provided for in Chapter 2260 of Texas Government Code and
implemented in the rules at 25 TAC §§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 15.02 Notice. Contractor's claims for breach of this Contract that the parties
cannot resolve in the ordinary course of business shall be submitted to the negotiation process
provided in 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 DSH S 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 15.03 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 15.04 Condition Precedent to Suit. Compliance with the contested case
process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition
precedent to seeking consent o 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 15.05 Performance Not Suspended. Neither the occurrence of an event nor the
pendency of a claim constitutes grounds for the suspension of performance by Contractor, in
whole or in part
I- 29 -12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 30
ARTICLE XVI TERMINATION.
Section 16.01 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 torth below
Section 16.02 Effect of Termination. Termination is the permanent withdrawal of
Contractor's authority to obligate previously awarded funds before that authority would
otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate
previously awarded funds. Contractor 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 to 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 16.03 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 fraudulentl\ , or was otherwise illegal or invalid from inception.
Section 16.04 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 client services are not disrupted.
b) The Parties may terminate this Contract by mutual agreement.
c) Either Party may terminate this Contract with at least thirty (30) calendar days
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 16.05 Termination For Cause. Either Party may terminate for material breach of
this Contract with at east thirty (30) calendar days written notice to the other Party.
F;F29 -12425 General Provi,,ions (Core Suhrecipient 2007) Rev. 07/20/2006 Page 31
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 fai is 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;
(t) 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;
g) Contractor appears to be financially unstable. Indicators of financial instability may include
one or more of the follow, ing:
Contractor faits to make payments;
Contractor makes an assignment for the benefit of its creditors;
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 execution of the judgment has been stayed, appeal from the judgment and cause the
execution to be stayed during such appeal while providing such reserves for the judgment as
may be required under generally accepted accounting principles;
FT29 -12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 32
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 anv similar process is not released or bonded within thirty (30) calendar days
after its entry;
Contractor is adjudicated bankrupt or insolvent;
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 effect for more than thirty (30) calendar days after Contractor
obtains knowledge thereof
a petition is riled 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;
10. Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property; or
(h) Contractor's management system does not meet the UGMS management standards.
Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to
terminate by any verifiable method. If either Party gives notice of its intent to terminate all or
a part of this Contract, Department and Contractor will attempt to resolve any issues related
to the anticipated termination in good faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED
CONTRACTS.
Section 17.01 Void Contracts Department may hold this Contract void upon determination
that the award was obtained fraudulently or was otherwise illegal or invalid from its
inception.
Section 17.02 Effect of Void. Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party 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 Depaitnient 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 17.03 Appeals Rights. Pursuant to Gov. Code §2105.302, after receiving notice
from the Department of termination of a contract with DSHS funded by block grant funds,
may reques` an administrative hearing under Gov. Code Chapter 2001.
EF29 -12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 33
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
Section, 8.01 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
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.
pon receiving notice o f 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
'ontract 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
.loseout activities described in this Article.
Section 8.02 Administrative Offset. The Department shall have the right to
administratively offset amounts owed by Contractor against billings.
Section ! 8.03 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. i lnless otherwise provided under the Final Billing Submission section
of the Payment Methods and Restrictions Article, the Department is not liable for any claims
that are not received within sixty (60) calendar days after the Contract end date.
Section 8.04 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 18.05 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 .8.06 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 reconci liation 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
Depai trnent shall be posted on the DSHS website prior to the reconciliation period. Unless
otherwise directed by Department, all forms and reports must be submitted in hard copies,
with original signatures if required, to DSHS by the due date.
FF29 -12425 General Provisions (Core Subrecipient 2007)
Rev. 07/20/2006 Page 34
CONTRACT NO. 2007- 020880-
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000320280
CONTRACTOR: CORPUS CHRISTI- NUECES COUNTY PUBLIC HEALTH DISTRICT
(CITY )
DSHS PROGRAM NSS - WIC CARL) PARTICIPATION
TERM: 10/01/2006 THRI': 09/30/2007
SECTION I. STATEMENT OF WORK:
Contractor shall administer the Department of State Health Services (DSHS) Special
Supplemental Nutrition Program for Women, Infant, and Children (WIC) to provide
supplemental food instruments, nutrition education and counseling to enhance good health care
at no cost to low- income pregnant and postpartum women, infants and children identified to be at
nutritional risk. Contractor shall complete the following:
A Perform professional, administrative and clerical services necessary to determine
eligibility, provide food instruments, and provide appropriate nutrition education and
counseling to qualified women, infants and children in a specified geographic area.
Contractor shall ensure adequate staff coverage and uninterrupted delivery of services.
Services shall be performed according to the terms and specifications of DSHS Special
Supplemental Nutrition Program for Women, Infants, and Children (WIC) and/or the
lnited States Department of Agriculture (USDA) as referenced in this contract
Attachment_ During the term of this contract Attachment, USDA will issue regulations,
instructions, policies and /or directives, which may be incorporated into the DSHS WIC
Program Policy and Procedures Manual and program rules.
Contractor shall provide services in the authorized geographic service area(s) described
in Contractor's application and agreed to by DSHS. Contractor can change the
authorized geographic service area(s) with written approval from DSHS. If DSHS
disagrees on change of geographic service area(s), Contractor may terminate this contract
attachment with al least thirty (30) days written notice.
B Assist in the collection of data that will identify benefits of this nutrition intervention
program and furnish financial, health, nutrition education and any other special reports in
a timely manner as required by DSHS WIC Program's written rules and policies for the
compilation of such data.
C Determine eligibility of applicants through assessment of their income, residence and
nutritional status, ::end pro\ ide nutrition education and counseling to eligible participants.
Provide immunizations to eligible participants.
ATTACHMENT -- Page 1
D Appoint a Contractor WIC Director /Supervisor.
E I rain Contractor's Local Agency staff
F Submit the following reports /plans by the due date or an approved extension:
1. Monthly Incentive Funding Summary Report by the 15th day of the following
month;
2. WIC Local Agency Performance Measure Report by the 15th day of the following
month;
3. Annual Plan of Operations by March 1, 2007;
4. WIC Information System Environment (WISE) Cost Report by April 30, 2007;
5. Plan to Allocate Direct costs (PADC) by June 15, 2007; and
6. Nutrition Education and Breastfeeding Plans by July 1, 2007.
G Conduct outreach to potential participants.
H Complete surveys as requested.
Determine participants' access to health care, medical care and other human services, and
make appropriate referrals. Contractor shall have a system in place to provide
participants with appropriate health services or make appropriate referrals to health care
providers under written agreements that ensure confidentiality of participants' personal
information,
Issue prenumbered food instruments furnished by DSHS to qualified participants who
shall use such instruments to obtain specified food items from participating vendors;
inaintain complete accountability and security of all food instruments received from
DSHS. Contractor shall he held financially responsible for all unaccounted for food
instruments and/or for the redeemed value of those issued to ineligible participants. In
addition, Contractor shall be held financially liable for issuance of infant formula
instruments that are not authorized or prescribed according to the Texas WIC Policy and
Procedure Manual
K Permit DSHS to install a Very Small Aperture Terminal (VSAT) at all Contractor WIC
clinics and administrative offices using Texas -WIN software on a network or stand alone
personal computer Installation at all Contractor permanent WIC sites is required. VSAT
installation for new sites or sites moving from one location to another requires a
minimum of 30 da s notice,
Connect portable computers (notebook or laptop) that use Texas -WIN software daily to a
\ SAT) and transfer data to the state office. Daily is defined as Monday — Friday and
Saturday if WIC services are provided. Portable computers may go to any of the
Contractor's WIC ites for data transfer.
ATTACHMENT - Page 2
L Review the immunization records of WIC Program applicants /participants to ensure that
immunizations are current. Make appropriate referrals to health care providers for
necessary immunizations.
Offer services during extended hours of operation outside the traditional times of 8:00
a.m. to 5:00 p.m., Monday through Friday, according to the Contractor's Annual Plan of
Operations as approved by DSHS and incorporated by reference.
Implement or expand Contractors Breastfeeding Peer Counseling program to provide
training and salary of peer counselors who assist pregnant and breastfeeding WIC
participants in normal breastfeeding situations. This funding item is contingent upon
availability and whether participation is requested by Contractor and approved in writing
by DSHS.
Implement Lactation services for WIC participants who have breastfeeding problems that
are beyond the expertise of Contractor's local WIC staff and /or peer counselors using
International Board Certified Lactation Consultants or the most qualified equivalent.
Lactation services may also include Contractor's Local WIC Agency staff training and
the provision of lactation equipment. DSHS will provide written approval of
Contractor's plan o use lactation funding. Contractor's plan must include qualifications
of any non -hoard ('ertilied Lactation consultant, which is included in the proposal.
P Ensure adequate staff coverage and uninterrupted delivery of WIC services if any
member of Contractor's staff is approved in writing by DSHS to participate in DSHS
Dietetic Internship program. This internship will consist of no less than 900 hours of
supervised learning experiences in a variety of nutrition- related facilities and will prepare
Contractor's selected staff member to better meet the needs of WIC participants.
DSHS will provide manual breast pumps, single user electric breast pumps, and multi -
user electric breast pumps and collection kits to Contractor. Contractor will stock manual
pumps, single -use: and multi -user electric breast pumps and collection kits and distribute
the appropriate pump and/or kit to eligible WIC participants.
R Implement or expand Contractor's use of a Registered Dietitian (RD) to provide an array
of technical services. Obtain the services of a RD who is registered with the Commission
on Dietetic Registration :o provide services for Contractor such as: assistance with
quality assurance. staff training, assistance with the Annual Nutrition Education and
Breastfeeding plan, indi\ idual counseling for high -risk participants, and facilitated
discussion classes
Contractor shall comply °with all applicable federal and state laws, rules, regulations, standards,
and guidelines in effect on the beginning date of this Attachment unless amended, including, but
not limited to:
l . t, inform Federal Assistance Regulations, 7 CFR Parts 15. 15a, 15b, 246, 248, 3016, 3017
and 3018:
A I' "IACHMENT — Page 3
: . Vv.IC Program Rules, 25 Texas Administrative Code, §§ 31.11 - 31.37; and
Child Nutrition Act of 1966. as amended, 42 USC 1786.
The following documents are incorporated by reference and made a part of this contract
Attachment:
DSHS Standards for Public Health Clinic Services, revised January 31, 2004;
USDA Food and Nutrition Service (FNS) Guidelines;
USDA FNS Instructions issued under the FNS Directives Management System; and
Texas WIC Policy and Procedures Manual.
Within thirty (30) days of receipt of an amended policy or rule, Contractor shall inform DSHS in
writing if it will not continue performance under this contract Attachment in compliance with the
amended policy or rule. I)SHS may terminate this contract Attachment immediately or within a
reasonable period of time is determined by DSHS.
Contractor shall perform all activities in accordance with Contractor's FY 07 workplan,
timeframes, and budget, and any revisions as approved by DSHS. These documents are hereby
incorporated by reference and made a part of this contract Attachment.
SECTION 11. PERFORMANCE MEASURES:
The following performance measures will be used to assess, in part, Contractor's effectiveness in
providing the services described in this contract Attachment, without waiving the enforceability
of any of the other terms or the contract.
Contractor shall ensure:
) 98% of families who participate in DSHS WIC Program by receiving food instruments
shall also receive nutrition education classes or individual counseling services to coincide
with food voucher ,ssuance;
2) Ot all pregnant women who enter DSHS WIC Program, at least 32% shall be certified as
eligible during the period of the first trimester of their pregnancy;
87% of clients who are enrolled in DSHS WIC Program, excluding dual participants,
transfer locked and or migrant clients, shall participate as food instrument recipients each
month (breast - feeding infants are also included in the client count);
4) 6Ou,o of infants vwhose mothers were participants in DSHS WIC Program during
pregnancy shall be breast -fed at or before the time of their certification of eligibility;
98% of part icipant who indicate during the enrollment process of DSHS WIC Program
that they have no source of health care shall be referred to at least one (1) source of health
care at certification; of eligibility; and
.ATTACHMENT Page 4
75°0 of DSHS WIC Vendor Evaluation Forms shall be completed by Contractor and
returned to the DSHS within twenty -one (21) days of receipt or approved extension.
Contractor shall submit the 1,I7C Local .4gencv Performance Measure Report which describes
Contractors efforts towards meeting assigned annual targets as described in items 1 -6 of the
performance measures. The report shall be in an approved format as provided by DSHS, and
shall be completed and submitted to DSHS within fifteen (15) calendar days after the end of each
month_
SECTION III. SPECIAL PROVISIONS:
General Provisions, Compliance and Reporting Article, Section 1.09, Statutes and Standards
of General Applicability, is hereby amended to include the following:
Contractor hereby agrees that it shall comply with Title VI of the Civil Rights Act of
1964, 42 USC §§ 2000d et eq., Title IX of the Education Amendments of 1972, 20 USC
§1681 et seq.. Section 504 of the Rehabilitation Act of 1973, 29 USC § 794, Age
Discrimination Act of 1975, 42 USC §§ 6101 et seq.; all provisions required by
implementing the regulations of the Department of Agriculture, 7 CFR Part 246;
Department of Justice Guidelines for Enforcement of Title VI, Civil Rights Act of 1964;
28 CFR § 50.3 and 28 CFR Part 42; and Food & Nutrition Service (FNS) directives and
guidelines, to the effect that no person will, on the grounds of race, color, national origin,
sex, age, or disability be excluded from participation under any program or activity for
which Contractor receives federal financial assistance from FNS; and hereby gives
assurance that it shall immediately take measures necessary to implement this contract
\ttachment.
Contractor shall compile data, maintain records and submit reports, as required, to permit
effective enforcement of the nondiscrimination laws and permit authorized USDA and
State of Texas personnel, during normal working hours, to review such records, books,
and accounts as needed to ascertain compliance with the nondiscrimination laws. The
Department of Agriculture, Food and Nutrition Services, has the right to seek judicial
enforcement if Contractor violates any nondiscrimination laws. This Assurance is
binding on Contractor, its successors, transferees, and assignees, as long as they receive
assistance or retain possession of any assistance from the Department of Agriculture.
Me person or persons whose signatures appear on the Core Contract are authorized to
sign this Assurance on behalf of Contractor.
Contractor shall maintain applicant /participant records as required by DSHS' written
runes and policies.
Contractor shall comply with all of the requirements of the current WIC Policy and
Procedure Manual and Program rules as well as state and federal laws and amendments
governing or regulating the WIC Program. A copy of the current WIC Policy and
Procedure Manual has been made available to Contractor. The WIC Policy and Procedure
Manual, all revisions made to the WIC Policy and Procedure Manual through the Texas
ATTACHMENT - Page 5
WIC Bulletin website, and written notices are incorporated into this Agreement by
reference. Contractor has a duty to become familiar with the contents and procedures
contained within the WIC Policy and Procedure Manual.
Contractor shall comply with all of the requirements of the WIC Policy and Procedure
Manual and Program rules as well as state and federal laws and amendments governing
or regulating the W IC Program.
Contractor is responsible for ensuring that employees or agents acting on behalf of
Contractor comply with all of the requirements of the WIC Policy and Procedure Manual,
Program rules and all state and federal laws and amendments governing and regulating
the WIC Program.
General Provisions, Payment Methods and Restrictions Article, Section 4.01, Payment
Methods, is hereby modified to include the following paragraphs:
The participant caseload will be assigned by DSHS by giving written notice to
Contractor. The participant caseload is subject to change upon written notice to
Contractor from DSHS with Contractor's concurrence. Contractor assumes liability for
all food costs resulting from Contractor exceeding its assigned caseload. The number of
individuals served in excess of assigned caseload are not to be included in the calculation
of earned administrative funds as described below.
DSHS will reimburse Contractor for administrative costs incurred when determining
eligibility, providing appropriate nutrition education and counseling, issuing food
instruments, making participant referrals, vendor evaluation, outreach, start-up costs and
general administrative support.
administrative costs will be reimbursed based on actual costs, but not to exceed the
'maximum reimbursement" set out below, based upon the sum of the participants who
actually receive food instruments each month plus infants who do not receive any food
Instruments whose breastfeeding mothers were participants to the extent that the total so
derived does not tixceed Contractor's total assigned caseload within any given month.
Surplus funds (the amount by which maximum reimbursements exceed actual costs) can
be accumulated and carried forward within the contract Attachment term. Surplus
encumbered by September. 30 shall be billed and vouchers received by DSHS no later
than December 31 200'.
PARTICIPANTS SERVED PER MONTH MAXIMUM REIMBURSEMENT:
During the term of the cortract Attachment, Contractor shall earn administrative funds at
the rate of $11 00 for each participant served as defined above.
DSHS may pay for additional goods or services as specified in this Attachment if
provided by Contractor during the term of this Attachment (but not otherwise paid during
ATTACHMENT — Page 6
the term of this Attachment) if it is in the best interest of DSHS to do so, and funds are
available.
The Contractor will be notified if a change in funding occurs and will have thirty (30)
day s to provide v ritten notice to the DSHS if it intends to terminate this contract
Attachment.
Contractor agrees that:
(I) Contractor shall identify and document separately not less than 19% of total
administrative costs as expenditures directly related to nutrition education and
counseling. Nutrition education and counseling expenditures shall be supported
by documentation of participant attendance or non - attendance within the DSHS
WIC Program.
DSHS will reimburse Contractor for administrative expenses at a rate not greater
than 5.26 t =mes the amount of properly documented expenditures for nutrition
education and counseling, but not more than is earned based on actual
participation not to exceed Contractor's assigned participant caseload, plus any
incentive funds allocated to Contractor by DSHS.
( 3 = DSHS will limit (cap) Contractor's indirect costs to twenty (20) percent applied to
Contractor'', total direct salaries plus benefits reimbursed by DSHS.
(4 DSHS will identify annually to Contractor an amount of funds that shall be spent
for breastfeeding promotion. The allocation of breastfeeding funds to Contractor
will be based on C=ontractor's proportional share of the statewide combined total
of pregnant and breastfeeding participants as reported to DSHS WIC Program.
DSHS WIC Program also reserves the right to withhold a proportionate amount of
earned administrative funds when evidence exists that nutrition education and/or
breastfeeding promotion is not being provided by Contractor, or Contractor is not
complying with the provisions of USDA and/or DSHS directives.
DSHS matt renew this contract agreement for each subsequent fiscal year.
DSHS reserves the right to utilize a competitive offering for the award of any
future contracts at the end of the term of this contract Attachment.
t8t DSHS may amend or terminate this contract Attachment if available funds
become reduced, depleted, or unavailable during the term of the contract
Attachment to the extent that the WIC Program is unable to provide
administrative funding at the rate(s) shown above. DSHS will provide written
non ticatior: to Contractor of such fact.
ATTACHMENT Page 7
9) DSHS may pay for additional services as specified in this contract Attachment if
provided b' Contractor during the term of this contract Attachment (but not
otherwise paid during the term of this contract Attachment) if it is in the best
interest of the State and DSHS WIC Program to do so. If Contractor exceeds the
amount of earned administrative funds as stated above, Contractor shall continue
to hill DSHS for the services provided. If additional funds become available at a
later date for the provision of these services, DSHS WIC Program may pay
Contractor ,, share of these funds.
(i i ► DSHS mays provide incentives to Contractor's Local WIC Agencies for
participants who are provided WIC services outside the normal traditional hours
to the extent that federal funding is available.
(1 ) DSHS may adjust the base reimbursement rate defined above during the term of
this contract Attachment if it is in the best interest of the State of Texas and DSHS
WIC Program and if administrative WIC Grant funds change.
Contractor shall indicate separately on the face of the claim for reimbursement (State of
hexas Purchase \ oucher, Form B -13) the costs associated with nutrition education,
breast- feeding, and other administrative costs.
General Provisions. Payment Methods and Restrictions Article, Section 4.03, Final Billing
Submission, is replaced vvith the following:
Contractor shall submit a reimbursement of payment request as a final close -out bill not
rater than ninety (90) calendar days following the end of the applicable term for goods
received and services rendered during the term.
Reimbursement 01 payment requests received in DSHS' offices more than ninety (90)
calendar days following the end of the applicable term will be denied.
General Provisions, Payment Methods and Restrictions Article, Section 4.04, Working
Capital Advance. is not applicable to this contract Attachment. However, Contractor will be
allowed the option of receiving a <`wo (2) month cash advance in accordance with WIC Program
Policy and Procedures.
General Provisions, Payment Methods and Restrictions Article, Section 4.05, Financial
Status Reports (FSRs), last sentence, is replaced with the following:
The final report, 1 SR, fonn 269A (Form GC -4a), shall be submitted no later than ninety
(90) days following the end of the applicable term.
General Provisions, General Business Operations of Contactor Article, Section 12.03,
Management and Control Systems, Item a, regarding internal budgeting and Item c, regarding
billing, collection, and fec schedules are not applicable to this contract Attachment.
ATTACHMENT -- Page 8
General Provisions, General Business Operations of Contractor Article, Section 12.07,
Overtime Compensation. is not applicable to this contract Attachment.
General Provisions, General Business Operations of Contractor Article, Section 12.21,
Equipment Purchases, is replaced with the following:
Contractor shall accept responsibility and financial liability for all equipment and
supplies purchased with DSHS funds, whether purchased locally by Contractor or by
DSHS and transferred to the care and custody of Contractor. Contractor shall conduct an
annual physical inventory of all equipment purchased by DSHS and submit it at a time to
be specified by DSHS. DSHS reserves the right to recover the cost of equipment or
supplies purchased by DSHS and placed in the custody of Contractor if such articles are
lost, stolen, or otherwise unaccounted for.
General Provisions. General Business Operations of Contractor Article, Section 12.27,
Property Acquisitions, is not applicable to this contract attachment.
SECTION IV. BUDGET
Ail categories of costs billed to DSHS WIC Program, and allocation of such costs, shall be in
accordance with the "Plan to Allocate Direct Costs" (PADC) submitted by Contractor and
approved by DSHS WIC Program. This document is incorporated herein by reference and made
a part of this contract Attachment.
ATTACHMENT -- Page 9
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE
AGREEMENTS
?'he undersigned certifies, to the best of his or her knowledge and belief that:
I) No federal appropriated funds have been paid or will be paid, by o r on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or an employee of any agency, a
member of congress, an officer or employee of congress, or an employee of a member of congress in
connection w th the awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or nodification of any federal contract, grant, loan, or cooperative agreement.
12) If an funds ,ther than " ederal appropriated funds have been paid or will be paid to any person for
influencing o• attempting to influence an officer or employee of any agency, a member of congress
federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit, an
officer or employee of congress, or an employee of a member of congress in connection with this
Standard Form -I 1. 'Disclosure Form to Report Lobbying," in accordance with its instructions.
13) The undersigned shall equire that the language of this certification be included in the award
documents fog all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,
loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
l'his certification is a material representation of fact upon which reliance was placed when this transaction
Ttias made or entered into. 'Submission of this certification is a prerequisite for making or entering into this
Transaction imposed by Section '1352, Title 31, U.S Code. Any person who fails to file the required
ertification shall he subjec to a civil penalty of not less that $10,000 and not more than $100,000 for each
-uch failure.
Sig�riture tJ Date
`t
AJD
Print Name of Authorized Individual
2007 - 020880
Application or Contract Number
('ORPL S CHRISTI- NUE('ES CO[ _ NTY
PUBLIC HEALTH DISTRICT (CITY)
Organization Name
/0C,
CSCU EF29 -12374 - Revised 2/2006