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HomeMy WebLinkAboutC2007-491 - 9/25/2007 - ApprovedDEPARTMENT OF STATE HEALTH SERVICES °~ ~ J ~.... ~ r ~ This contract, number 200&023551 (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 CIT (Contractor}, a Government Entit (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2: Total-Amount of the Contract and Payment Methad(sl. -The total amount of this Contract is $24.1_,637.00, and the payment method(s) shall be as specif ed in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other 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 09/01/2007 and ends on 0813112008. 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 signed the Contract or before the start date of the Contract, whichever is later. 5. Authori DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Formin Contract. The Contract consists of the following: a. Care Contract (this document) b. Program Attachments: 2008-023551-001 IMMUNIZATION BRANCH -LOCALS 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 Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 2007-491 09/25/07 Res. 027427 Dept. Of State Health Svcs. 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 Address: PO BOX 9277 CORPUS CHRISTI, TX 78469-9277. Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, writteri ar oral, between them with respect to the subject matter of this Contract, other than. as set forth in this Contract. 92648-1 By signing 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 STATE HEALTH SERVICES CORPUS C STI-NUECES COUNTY PUBLIC HEALTH I TRICT (CITY) By: By: Signature of Authorized Official Signa Dat~ Bob Burnette, C.P.M., CTPM Director, Client Services Contracting Unit 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 (512) 458-7470 ~~-~-a~ Date . ~~ . Noe Pri ted N e and Title ~~ ~ 2 Address Lcs G~~c~i ~, ~g~~ City, St te, Zip 1 Telephone Number Bob.Burnette@dshs.state.tx.us i'f C011~f€~IL AT~ST. "' ~"'"' ~wtiuwno c~w~ atts~rar~* ..~ • .: ,~~ ~~ ~~ E-mai Addres or Official Correspondence 92648-1 2007 GENERAL PROVLSIQNS (SUBRECIPIENT) TABLE OF COh[TENTS . ARTICLE I COMPLIANCE AND REPORTING ~ 1 1.01 Compliance with Statutes send Rules i 1.02 Compliance with Requirements of Solicitation Document ~ 1 1.03 Reporting i 1.04 Immnnlution Reporting i 1.05 Client Eflgibility 1 1.06 Federal stud State Laws, Rules and. Ordigancea ~ 1 1.07 Ap~lkable Contracts Law and Venue for Disputes ~ 2 1.08 Applicable Laws and Regulations Regarding Finding Sources 2 -- 1.09 3tatata and Standards of General. Appbcability 2 1.10 General Provisions Applicable to Inters<gency & Interlocal Contract 4 ARTICLE II SERVICES 5 2.01 Ed~catian to Persons in Residential Facii~tie* ~ S 2,02 Diai~ster Services ~ s 2.03 Coeaent to Medical Care s 2.04 Tekmedicine Medical Services ~ S 2.OS Feed for Services ~ 6 2.06 Goat Eil'ecdve Purchasing of Medicsrdons ARTICLE III FUNDING 6 3.01 Debt to Sate and Corporate Stataa b 3.02 Applleation of Payment Due 6 3.03 Utz of Inds ~ 7 _ 3.04 Usj~e [or Match Prohibited ~ 3.03 Pro'~r:m Iacame 7 . 3.06 Nogsnpplanting ~ ~ ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ~ 7 4.01 Ps~meat Methods ~ 7 4.02 Bing Submission ~ 4.03 Fhra! BiWng Submission ~ 8 4.04 Working Capital Advance g 4.05 Fi~~nciai Status Reports (FSRa) $ 4.06 °I'Slyd Party Payan - g ARTICLE V TERMS AND CONDITIONS OF PAYMENT 8 5.01 Prompt Payment g 5.02 Witbholdint Payments q 5.03 Conditian Precedent to Requesting Payment g 5.04 Acceptance :<a Payment in Fnl! }"y, 9 EF29-12425 Gaierat Provisions (Care 5ubrecipient 2007) Table of Canteeta -Page T Rev. 07/20/2006 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS 9' (.O1 Independent Audit 9 6.02 A1lowsble Costs ~ 9 6.03 Submission of Audit ~ 10 ARTICLE VII CONFIDENTIALITY 11 7.01 Confidential Information 11 7.D2 Maintenance of Confidentiality 11 7.03 Use of PHI ,11 7.04 Disclosure to Dep~ent ~ 1'i 7.05 Department Access to PHI ~,1 7.06 E:change of CileQt Identifying Ynformatlon ~ 11 7.07 Security of P~dent or Client Records 12 7.08HIV/AIDS Modd Workplace GaideNnes 12 ARTICLE VIII - RECORDS RETENTION `12 8.01 Re#eotlon 12 . 8.02 Sarv#val oiObligadons t3 ARTICLE TX ACCESS. AND INSPECTION 1~ 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 Signifleant Incidents 14 10.03 Litl~adon - 14 10.04 Action Again:t Contraetor 14 Laos Insolvency 14 10.06 Mispse of Fond: ~!~ 10.07 Criminal Actlvfty and Disciplinary Action I~ 10.08 Retaitation Prohibited ~s., 10.09 Documentation 15 ARTICLE XI ASSURANCES AND CERTIFICATIONS 1~ 11.01 Certificatlon 1S 11.02 Contracting with i~zecatiwre Head of State .Agency 16 _ 11.03 Child Support Delingnencfes 16 11.04 Auttiorhadon 16 11.05 Gffi~s and Benefits Prahihfted 16 11.06 IneligibfHty to Recefve the Contract ~ li 11.07 Antitrust 17 EF29-1.2425 G«~cral Pmhsiofls {Core Su~xipieat 2007) Table of Contents -Page 2 Rev. 07/20/2006 ARTIC~.E JAI GEN. BUS. OPERATIONS OF CONTRACTOR 12.01 Bond Traiuiag 12,02 D~~- of Compliance 12.03.11+~~Ynagement aad Contra! Systems 12.04 IQ~pnnce aad Bonding 12.OS Felity Bond 12,06 Lability Coveragt 12.07 Overtime Compeasadon 12.08 Program Site ::, , 12.09 CQet Allocation Plan 12.10 l~portlng Uolt hate and Fee for 3erW~e Contracts 12.11 Historically Underutilized Basiaeases (HUBS) 12.12 ~oyr Tezas - 12.13 4ontracts with Sabrecipea# Subcontractors ' 12.14 Stator of Subcontractors 12.15 I~ti~corparatlon of Terms ~ . 12.16 Io'~ependeut Contractor - ' 12.17 Authority to Bind 12.18 Tai Liability 12.19 Notice otOrgaaizadonal Change 12.20 Qbality Management 12.21 Equipment Parchase~ ' 12.22 Supplies 12.23 Change: to Egaipment List ~ . 12.24 Property Inventory snd Protecltion of Asaeb 12.25 Ban!<rnptcy 12.16 Title to Property 12.27 Property Acquisitions 12.28 Disposition o! Property 12.29 Closeout ai Equipment 12.30 Asaeb u Collateita! Prohibited ARTICLE XIII GENERAL TERMS 13.01 Asaignmeat 13.02 Lobbying 13.03 Conflict of Interest 13.04 Transactions Between Related Pardea 13.OS Iistellectasl Property 13.06 Other Intangible Property 13.07 3CVerability and Ambiguity 13.0$ Legal Nodce 13.09 3occeasors 13.10 Headings 13.11 Pardee 13,12 3urvivabillty of Terms 17~ 1T: 17 ~7 1$ 1~ 18- 18 18 ~$ 19 19~ . 1~9 ~19~ 20 2D 20 ~0 20: 21. ~1 21 21 21 . 21 22: ' 22~ 22 2~ 22 22 22 , . 2~2 - 23 23 24 ~2~ 25 25 25 2S 2s 2S EF29-12425 General Provisions (Cae Subrecipieflt 200'1} Table of Contents--Page 3 Rev. 07/28/2006 13.13 Direct Operation 25 13.14 Cnctomer Service Information.. Z~. 13.13 Amendment 13.14. Coetractor's Nodfication of Change to Certain Contract Provisions 25. Z 17 Contractor's Regaest for Revision of Certain Contract Provi~ione 13 2~;: . 13.18 Imgpmaity Not Waived . . ~ ~~ 13.19 Hold Harmless ~ 27 13.20 Wai~-er ARTICLE xiV BREACH of coNTRACT AND REMEDIES FoR . NON-CQ~MPLYANCE ~ ~~ 14.01 Aattow Consdtnting Breach of Contract ~7 14.02 General Remedies and Sancdous 2~ 14.03 Notice o[ 5ancdons 2 Zg 14.04 Emergency Acdou ARTICLE XV CLAIMS AGAINST THE DEPARTMENT 3~} 3 15.01 Bralcr of Cantract Claim 15.02 Na~.e ~ 30 30 15.03 Remedy 15.04 Copdidon Precedent to Snit ~ i~.tls Pertormance~Not 3nspended 30 ARTICLE XVI TERNTINATION 3~• 16.01 Ezpiration of Contract or Program Attachment(s). 31 16.02 Effect of Termination 31 16.03 Acq Not Consdtnting Terminadon 16.04 Te~miaadoe Widront Cause 31 16.05 Terminadon For Cause - 31 16.06 Notice of Terminadon ~ 33 AR'T'ICLE XViI VOID, SUSPENDED AND TERMINATED CONTRACTS ~ 33 17.01 VoOT Contract - 33 17.02 Effect of Void, 5napended or Involnutarily Terminated Contract 33 17.03 Appeals Rights 33 , ARTICLE XVIIY CLOSEOUT AND CONTRACT . RECONCII:IATION ~° 18.01 Cesradon of Services at Closeout 18.02 Administradve Offset ~ ~ 18.03 Ikadllne for Closeant 18.04 Payment of Refetads 18.05 Disallowances and Ad~astmeat 34 18.06 Co"etract Reconcilladon ~ EF29-12425 Genersi Provisions (Core Sobrocipient 2007) Table of Contents--Page a Rev. 07/20/2006 . Fcscal Year 2007 Performance Contract General Provisions (CarelSnbrecipient) ARTICLE I COMPLIANCE AND REP(}RTING Section 1.01 Coo~ipliaace wii#~i Statutes and- Rules. Contractor shall comply, and shall roquiro its s~bcan`tzactor{a) #o comply, with the roquramaeta set forth in the Departtrient'a Hiles of geaerat applic~iility a~ other applicable statutes attd Hiles as such stahitea and rules qtly exist and as they may bo IawRulllr amended. The Department rules era-set forth in the 1`exas Administrative Code, Title 2S (Rules). Where applicable, fert~al statutas~ and regulations, including federal grant requiremaits applicable to finding sources, shall apply to this C~ntr~ct. To the exteirt this Contract imposes a higler• standard, or additional r+equin+~ts lieyozad those required by applicable statutes, regulations or ttia Rubs,. the terms of the. Contract ahs11 control: ~ - Section 1.02 Compliance with Regairemenb of Sbdettattoa Documast Except as specified in floss General Provisions or the Program Attachment(s), Contractor shall comply with the regwreme~; ~el#gibility conditions, asaura~nces, certifications and program rognirrroents of the Solicitation Document (uicludiiig any revised or. additional time agroed to in writing by Contractor and DSH3 prior to execuNOn of tliis Contract) for tha'~durati~ of tltia Giontract or aaty subsequent rcnewrals. The Partial agree that the Dort .has relied upon the Contractor's respai>$a to the Solicitation Doeumo>it. Thb Parties agree. that any misrepresenta#ion~ contained in the Contractor's response to ~tha Solicitation Document shall constitute a breach of this Contract. Section: l A~ Rcportlng. Contractor shall submit reports in accordance ~-itL the reporting requirements established by the Department. Contractor`shall pmvida any other information required by the Department. Failure to submit a required raparE or additiort~ requested i~ormation by the due data specified in the Prograza~ Attachments}, , ar ton request constitutes a breach of contract,, ,may result in decayed. payment, and ~Y adversely affect evaluation of Contractor's future contracting opportunities with the Depsrt~nent. Contractor shall submit reports and additional information requested by DSHS in the fonaat required by DSHS. Suction 1.04 Immuuizatiou Reportlng. If Contractor provides .immunizations, Contractor shall comply with all immunization reporting guidelines and requirements set forth in Health and Safety Codo, Chapter ibl, Subchapter A. Contractor shall include this provision in any subcontract with subcontractors that provide immunizations. Section i.t}5 Cflent EUgibility. Where applicable, financial eligibility criteria, financial assessment procedural, and standards developed by the Department shall be utilized by Contractor to determir-e client eligibility. Section 1.06 Federal and State Laws, Raley and Ordinartca. 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 Ei+29-12425 General Provisions {Core Subrecipiern 200 Rev. O~nono06 Page i Standards (UGMS}, as applicable. Sectiom 1.07 Applicable Contraeb Law and venue for Disputes. Regarding all issues rela#ed to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, the Contract shall be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue far any suit shall be Travis County, Texas. . Section 1.0.8 .Applicable Lawn Fund Regnlatlona Reguding >E~tpding Sources. Where applicable, federat statutes and°regulations, including federal grant require~enta applicable to funding aaurces, shall apply to this Contract. Conrr~ctor a_ grew. to. comply with applicable laws, acecuti~e .orders,.. regulations and policies as well as thxe Uniform Grant Management Act. of 1981 (UGMA}, TEx. Gov'r. Coma ch. 783, as amended, and UGNi.S as amended by revisal fcderat circulars and incorporated. in LTCiIViS by the Governor's. Budget and. Planning Of1YCe, UGMA i$ ~ ... located on _ the tntarnat at ~ttpa .eaaitol: .tx.us/ tesfstat~tcs.h~l; the UGMS arc located, on, tht Internet at :1 v r. .tx.us! 'vial tat ts! 'd lin Co~titr~ctar also. shall comply with all applicable federal and state assurances contained in UGMS, Part III, State UniBorcn Administeative Requirements-for Grants and Coopcratipe Agreement §_.14. Section 1.09 Statute and Stsndarde of General Applicability. I,~ is Conttactar's responsibility to review and comply with ,all applicable statutes, :Hiles, reg~:ationst:executive orders and policies. Contractor shall carry out tha.terrns: of this Contract in.a manner that is in eamplia~e with tlu provisions-set forth below. T.o the extent such provisions are applicable to ~;ontractor, Contractor agrees to comply with the £ollawing: a} The following statutes and DSHS policy that collectively prohibit discrimination on the basis of race, color, national origin, limited English proficiency, sex, sexual odenta#iaa (where applicable), disabilities, age, substage abuse or religion: 1} Title VI of the Civil Ri~td Act a_ I1~9~4, 42 U.S.G.A. §~ 24~d et-seq.; 2) Title IX of the Education Amendments of 1972, ~~ U:S.C.A. ~§ 1681-1683, and 1685-1686, 3) Suction 504 of the Rehabilitation Act of 1973, 29 L1:S.C.A. § 794(a}; 4) the A~aericst~s with Disabilities Act of 1990, 42 U.S:C.A. §~ 121Ut et setl.; 5} Aga Discrimination Act of 1975, 42 U.3.C.A. §§ 601-6107: 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitatidb Act of -1970, 42 U:S:C.A. § 290dd (bx1}; 7} 45 CFR Parts $0, 84, 86 and 9I; 8} 'I~c. LAB. ConE. cht. 21; and 9) DSHS Policy AA-5018, Non-discrimination Policy for DSHS Pmgrams; b) Drug Abuse Office 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} Tit1c VIII of the Civil Rights Act of 1968, 42 U.S.C.A. §§ 3601 et seq., relating to nondiscrimination in housing; e} immigration Reform and Control Act of 1986, 8 U.S.C.A. § I324a, regarding employment verification; F,FZ9-12425 General Provisions (Core Subrecipicut 2007) Rev. 07/202006 Page 2 fl Pm-Children Act of 1994, 2Q U.S.C.A. §§ SU81-6084, regarding the non-use of a!1 tofiacco products; g) National Research Service Award Act of 1971,:42 U.S.C.A. §§ 289s 1 et seq., and 6601 {P.L. 93-348 and P.L. 103-43), as amended, regarding human subjects involved in research; . h) -Hatch Palitieal Activity Act, S U.S.C.A. §¢ 7321 25, vehicle limits the politics! activity of employees whose cmp)oyment is fiittded with faders! fiords; i} Fair Labor Standards Act, 29 U.S.C.A. §§ 201 et seq., and tht Intergovarmrnental PeraoRU~ei .Act of 1970, 42 ~U.S.C.A. §~ 4701 et seq., as applicable, concerning minimum wage and maximum hours; , J) TsX. (30V'T Cote ch. 469 (Sapp. 2004), pertauying to eliminating. architectural ,barriers ftsf persons with disabilities; k) Togas Workers' Compensation Act, TIC. L~OR CObB, chg. 401-006 28 Tsx. ADMIN. Conn p!: ~, regarduig'conipeaisation for employees' injuries;- !) The Clinical- Laboratory Improvement Amendments of 1988, 42 USC ~ 263a, regarding the regulation and certification of clinical laboratories; ni) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, ar Title 25 Tex. Adnun Codo ch. 96 regarding safety standards for handling blood borne pathogens; , . . n) Laboratory .Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animate; o)- Eavirotnnantal standards pru~sua:-t to the following: 1) Institution of cuvirorumental quality cont`ttil measures under the Nationl Enviro~naetstal Policy -Act of 1969, 42 USC §§ 4321+4347 and BXccutive Order 11514 (35 Fed' Reg: 4247}, `protection and Enhaticernent of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 1-173$ (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 ! 1990, 42 Fed. Reg. 269b1 4} Evaluation of flood hazards in floo~plaina in accordance with Executive Order 1198$, 42 Fed. Reg. 26951 and, if applicable, flood insuraaYCe purchase requirements of Section 102(a} of the Flood Disaster Protection Act of 19'73 {P.L. 93-234}; 5) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq; 6} Conformity of federal actions to state clean~air implementation plena under the Cleaa Air Act of 1955, as amended, 42.USC §§ 7441 et seq.; '~ Protection of underground sources of drinking water under the- Safe Drinking Water Act of 1974, 42 USC §§ 300 300j; $) Protection of etnlanger~ed speeiea under the Endangered Speoiea Act of 1973,16 USC §§ 1531 e# seq.; 9) Co~brtsity of federal actions to state clean sir implementation pleas under the C1caa Air Act of 1953, 42 USC §7401 et seq.; 10) Protection of underground sources of dritddng water under the Safe Drinking Water Act of 1974, 42 USC §§300f-330j;11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related taF protecting certain rivers system; add 12) Lead-Based Paint Poisoning Prevention Act {42 U.S.C. §§ - 4$01 et seq.) prohibiting the use of lead-based paint in EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20V2006 Page 3 residential construction or rehabilitation; p) lntergovemmental Personnel Act of 1970 {42 USC §§4278-4763 regarding personnel merit systems for programs specified in Appendix A of the federal Office of Pmgram Management's Standards for a Merit System of Personnel Administration (S C.F.R. Part 900, Subpart F'); - ~ Titles II and 1nII of the Uniform Relocation Assistance and Real Property Acquisition Policies Aot of. 1970 ~{P.L, 91-f46), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal of federally: assisted programs; r} Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S,C. § 276c and 18 U.S.C ~ 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §$ 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 11593, and the Archaeological and Historic Preservvation Act of 15174 {16 U.S.C. §§ 469s 1 et seq.) regarding historic property to the extent necessary to assist DSHS .in complying with the Acts; , t} Financial and compliance audits in accordance with Single Audit. Act Amendments of 1996 and OMB Circular No. A 133, "Audits of States, Local Governments, and Non-Profit Organizations;" and . u) 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'sre imposed on Contractor and incorporated herein by reference Section 1.10 General Provf$ions Appllcgble to Interagency and Ioterlocal Contracts. Certain sections or portions. of s~tions of these General Provisions shall not apply to Contractors that .are Stator agencies or units of local govaument; and certain additional provisions shall apply to such Contractors. a) The following sections'or portions. of sections ofthese General Provisions shall not apply to interagency or interlocal contracts: ~ ~ . 1) Hold Hannlesa; ` 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 certifj- that (1) the sen-ices specified are necessary and essential for the activitieei :that an properly within. the statutory functions and programs of the effected' agencies of State government; (2) .the proposed arrangements serve the interest of efficient and ecanamical administration of the State government, and {3) the services, supplies or materials contracted for arc 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. EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 4 3). DSHS certifies that it has the authority to eater into this Contract greeted in Health and Safety Code Chapter IOOl, a~ Contractor certifies that it has specific statutory authority to enter into and perform this Contract. (c) ~ The fallowing additional provisions shall apply to interlocal contracts: I) This Contract is entered into pursuant to the authority granted and i~ compliance with the provisions of the Interlocal Cooperation Act, Gov. Coda Chapter 791. 2) Payments made by DSHS to Contractor shall be from current revenues available to DSHS. 3) Each pasty represents that it lies 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 affective as of the effective date specified by the Department, whether that date is prior to ar after the date of any ratification by Cotor's governir-g board. - ARITCLE II SERVICES Section 2.01 E~dgcation. #Q P~nous io Restlal Fq.. If $pplicabhe, Contractor -shall ersstn+e that all. persons, who aro housed in Department licensed andlor fwadod residential facilities and who are toicnty-twb {Z,2) years of age or young~r; have access to educational services as required by TEx. EDUC. CODE § 29.012. .Contractor shall natit)r the local education agency or local early intcrventioa program as prescribed by T~sx. EDUC. Conk ~ 29.012 not later-thaw the thir~~r.~endar day'af}ar the date a P~'n who is twenty-two,{~2) yea's of age'or younger is;placed is Contiuctor's residential facility. . 2 ~2 `Disaster Services. Tn the event of a local, or federal:' anergatcy, including. natural, maa-made, criminal,' tetmrist, and/or liiote~mo~rism events, declar~ed~ as a state disaster by the Governor; or a)'oderal disaster by the a~pmpriate federal ~ official, Contractor nia be oalZed . y upon to asstsf DSHB iti providing services!- as appropriiate, itt the following areas: comtrtunity evacuation, health and medical assistance; aesessracrYt of health and medical needs; health surveillance; medical ~ care pcrsoirnel; health and medical equipment and supplies; patient evacuation; in-hospital taro 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 service_ s; and victim identification and mortuary services. ~ Disaster seivi~ces shall be carrlod out in the mariner most respobsve to the needs" of the ennergency, be-cost effective, and be least intrusive on the primary services of the Contractor. Section 2.~3 Consent to Medical Care. If Conhactor provides medical, dental, psychological or surgical treatment to a'minor under flue Contract, ether diroctly or through contracts with subcontiractars, the treatment of a minor shall be provided only if cansart to treatiment is obtained pursuant to TEx. FAM. COba, Chapter 32 relating to consent to tr+eattacnt of a child by a noa~arerrt or child or pursuant to other state law. If rcquiraments of federal law relating to consent directly conflict with TEx FAM. CODE, Chapter 32, federal law shall supersede state law. • Section Z.04 Telemedkine Medical Services. Contractor shall ensure that if a provider uses telenudicineltelepsychiatrythet the services are impleanented in accordrance with written procedures and using protocol approved by the Contractor's medical director and utilizing EF29-1 zazs central Provisions (core subrecip;eat 200' Rev. a'lnonoo6 Page s equipment that complies with the equipment standards as required by the. Department. l'rocodures of telemcdicine service provision must include the following requirements: a} clinical oversight by the Contractor's medical director or designated physician responsible for medical leadership; ~ . b} contraindication consideratiaas for telemedicine use; c). qualified stag` members to ~ ensure the safety of the individual being served by tclemedicine at the smote site; d) safeguards to Insure caafidentiality and privacy in accordance with state and federal laws; e) .use by credentialod licensed providers providing clinical carr+ within the scope, of their licenses; . i} demonstratod competency in the operations of the system by all staff cner~nbcrs wlio aro 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 satisfactforr of the individuals served; and i~ magagement of in£oi~ation and docwnentation for telerriedicine services that enatues timelyaccess to accurate information between the two sites. 3ectian 2A3 Fees for Services. Contiractor may` daevetop a feo-for-service system and schedule of fees for personal health services iri accordance with .the provisions of Health and Safety Code $12.032, DSHS Rule § 1.91 covering Fees for personal Health Services, cad other.applicable laws ar great r~oquiremc~ts. The amount of a fee shall not exceed the actual cost of pr~oa-iding the services. Na patient may be denied a service.due to inability to pay. -Section 2.06 Cost Efftxtive Purchasln~ of Medlcatlaw. Cor~ctor shall make needed medications available to clients at the lowest possible prices and us4 the most cost effective medications purchasing arrangement pQSSr'ble. . . ARTICLE Iii FUNDING man 3.01 ~t to state s~-a co~~tt State.. rurauant to Tax. Cov'T. CQDE § 4(13.055, the,Department will not approve and the State Co~taptroller .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 Murder Texas law (Texas Tax Code §§171.001 et seq, as amended}. Contractor, if a corporation, further certifies that it is and will rcnrain in good stauading with the Secretary of State's office. A false statement regarding franchise tax or eorporata status is a material breach of this Contract. If fi~apnchise tax payments become deiingt~eat during the Contract term, alI or part of rho payments tmdar this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Applicrrtfoa of .Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt, including but cot limited to delinquent taxes and child support that is owed to rho State of Texas. t~2~-12a2s cen~I Praovis;ons (cam s,~cipi~ 2o0s~ Rev. a~r~Orzaad page 6 Section 3.03 Use of Fends. Contractor agrees that it shall expend Department funds only for the provision of approved services end for reasonable and allowable expenses directly . rolated to those services. Section 3.04 Use for Much Prohibited. Contractor agrees funds provided through this Contract shall not be used for matching puipases in securing other funding unless directed or approved by the Department in writing. . Section 3.OS Program Income. Gross income directly generated fiom Department tbnds 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 finding this Contract, the addition. alternatilvc, as provided in UGMS § _.25(g}(2}, for the use of program income sha11 be used by Contractor to further the program objectives of the stale or g~drral statute under'which the Progrffin Attachment was made, and i#'shall be spent on the same Program Attachment project in-which it was generated, Contractor shall identify and reprnt this income ~ in aocordai~e with the Compliance and Reporting Article of these General Provisions and the Special Provisions of the l?~rogram Attachments}. Contractor slsa~l oicd progr~n income during the Program Attachment teem and may not carry forvva~nd to 'the succeeding term. Program income not expended in the term in which it is earned 'shag be refunded to DSHS. DSHS may base future funding levels, in part, upon Contractor's pro5cieacy in identifying, billing, collecting, and reporting program income, and >n utili-..zing it for the purposes and conditions sat f Section 3.06 Nonsnpplsnting. Contractor shall not supplant [i.e., use funds, fi+ortt: this Contract to replace or substitute existing finding from other sources that also supports the activities that are the subject of this Contract] but rather slkall use funds from this Contract. to supplant~t existing funds:. Contractor sijall use the funds from this Contract to increase state - or local fimde currently available for a particular activity. Contractor shall make a good. faith aiI'oit ~to maintain its current level of support. Contractor may be required to submit docwanentation substantiating that a reduction in local funding, if any, r~esuIted for reasons other than receipt or expected receipt of finding under this Contract. ARTICLE IV PAYMENT METHODS AND RE3TRICTYON3. Section 4.01 Payment Methods. Except as otherwise provided by the Special Provisions of this Contract, the payment method for tech program shad be one of the following methods: (a) cost reimbursement. This payment method is based on an approved budget is the Prom 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 Progtana Attachment(s) and, successful submission. of all required forms; or (c) feo-forservica This payment method is based on the agreed fee stated in the Program Attachments} and successful submission of all required farms, Section 4.02 Billing Sabmission. Contractors shall bill the Department in accordance with ~ the Program Attachments} in the form and format prescribed by DSHS. Uriless otherwise specified in the Program Attachment(s), Contractor shall submit requests for EF29-12425 General Provisions (Care Subrecipient 200'n Rev. 07CZ0~2006 Page 7 reimbursement or paymen# monthly within thirty (3Q) calendar days following the end of the month covered by the bill. Section 4.03. Final Billing Submissioe. Unless otherwise provided by the Department, Contractor shall submit a reimbursement ar 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 terra. if necessary to meet flue deadline, Contractor may submit reimbursement yr payment requests by facsimile transmission. Reimbursement or payment request$ received in DSHS's offices mare their sixty (60) calendar days fallowing the end of the applicable teen wiU be denied. Consideration pf requests for an exception will be made on a case-by-case basis subject to the availability of funding. Section 4.04 Wonting Capital Advances If allowed under the COntraCt, a single one- time, working capital:advance per teen of the Contract Gray be.granted at the Department's diiacretari. Contractor must submit documentation to "the Division Contract Managemedt Unit sig~d to the Contract to justify the need for a warldngcapital advance. ~ The woriCing capital advance moat. bG liquidtigd as directed by the Derpartment. The requinmeiits far the do~tunentation justifyiriR rho neat for an advance and the :drocdops for liquidating the ad~-ar,~" ..„~~re found in the Contractor's Financial .Procedures . IVianual located at .~~ r-~sd3h3.St8te.tX,eU$~cOlrttect$. . Sectioir 4.45 Financial Stahis Reports (F3Ra}: 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 fire end of each quarter of the Contract term for Department review and Snaacial assessment. The final FSR must be submitted not later than 6Q days following-the end of the applicable term. 4.06 Third Party Payers. A third party payer is any pei~on 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, acid private fiwding sources Except as provided in the Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reim6urseneat from -third party payers. Contractor shall: (a) enmll as a provider in Childi+di's Health Insrnnnce Plan and Medicaid if providing approved services authQ~zed under the Contract that may be covered by Chase programs, and bill those plans for the covered services; (b) provide assiatarrce 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 carnet pay a d`educti'ble required by a third Party Payer, 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 far third party reimbursement until all appeals to third Party payons have bear exhausted; {e} maintain appropriate documentation from the third Party payer reflecting attempts to obtain reimbursement; (f) bill all 'third party pay,ors for services provided under this Contract before submitting any request far reimbursement m Department; and (g) Provide third Party billing functions at no cost to the client. ARTICLE V 'TERMS AND CONDITIONS OF PAYMENT Section S.OI Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to EF29-12425 Genera! Provisions (Core Subrecipient 2007} Rev. 07/20006 Psge $ this- Contract, Department will pay Contractor. Payments are contingent upon a signed Contr~t` and will .not exceed the total of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, andlor product has been authorized by the Department and performed ar~provided pursuant to the.Contr$ct. If those conditions are met, Department will make payment in accordaztica with the Texas prompt payment law ('Ipac. Gov'T. CODB, Ch$pta 2251). Contractor niuat comply with T~7c: GOVT. CODE, Chapter 2251:rega~ding its prompt Payment obligations to subcontractors. Payment of im-oices by the Department s1iaU not constitute acc~eptaace or approval of Contractor's performance, and all invoices and Contractor's perfornaanco shall be subject to audit ar rtiwiew hY the Department. 5ectiat 5.02 Witl~6oldlag Ps~-ments Department may withhold all ar part of any payments to Contractor to affect reimbursement for any ineligible expenditures ar overpayments that_~Contractor has not refunded to Department, or if financial status report(s) required by the riepartmerit era not submitted by the date(s) due. Departmem may take repayment firm finals available under this Contract, active or aGpirod, in amounts necessary to fulfill Contractor's repayment obligations. Section SA3 Condition Precedent to Ragaeadng Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit nxoveries, and interest warned on such fimde before requesting cash payments including any advance payments from Department. Section 5.04 Acceptance sa Payment in Fall. Contractor shall accept reimbursement ar payment from DSHS as payment in fiill for services or goods provided to clients. Contractor agrees to not seek additional reimbursement or payment for services or goads fi~om clients. ARTICLE VI ALLQWABLE CQST3 AND AUDIT REQUIREMENTS Sectiat~ 6.01 Independent Audit. If Contractor within Contractor's fiscal year expends a total amount of at least SSOO,U40 in state fiords awarded. or at least S500,000 in federal funds awarded, Contractor must have a single audit or pmgimn-specific audit in accordance with the Office of Management and Budget (OMB) Ciro. No. A 133, the Single Audit Act of 1984, Pub, L. 98-502, 98 Stat. 2327, and the Singia Audit Act Amendments of 1996, Pub. L. ~ 104- 156, 110 Stat. 1396. The S500,400 federal threshold amount inchtides federal fiords passed through by way of state agency awards. The audit shall be .conducted by an independent certified public accountant and in accordance with applicable O1v1H Circulars, Government Auditing Standards, and Uniform Grant Management Standards (UGMS} located on the InterneE at httpalwww ¢overn r state.tx.us/divisiQns/~tslgtudelineslview. Contractor shall procure audit services in compliance with state procurement procedures, as weU as with the provisions of UGMS. Contractor shall not use the same accountant or accounting firm to conduct the independent audit for more than fve consecutive years. Section 6.02 Allowable Coat:. For services satisfactorily performed pursuant to this Contract, DSHS will reimburse Contractor far allowable crosta. Reimbursements are eontit~gent an a signed contract and will not exceed the total amount of the Contract. Contractor is entitled to payment only if the service, work, andlar product has been authorized and satisfactorily performed. Contractor must have incurred. a coat within the applicable term to be eligible for reimbursement under this Contract and prior to claiming EF29-12425 Gerten-1 Provisions (Care Subr~ecipient 2007} Rev. o7n0~/2006 Page 9 reimburserncnt. DSHS shall determine whether costs submitted by Contra4ctor are allowable and reimbursable: If DSHS has paid funds to Contractor for unallowable or ineligible costs, Contractor shell return the funds to DSHS within thirty (30) calendar days of written notice. DSHS may withhotd all or part of any payments tb Contractor to ot~et reimbursement for any ineligible expenditures that Contractor has not refimded to DSHS, ox if financial status report{s) required under the Financial Status Reports Section are not submitted by the dates) due. DSHS. may take repay4ncat from funds available under any term of the Contract, active or expired, in amounts necessary to fulfii•ll Cantrsctor'a repayment obligations. Applicable cost principle, audit requirements, and admitustrative requirements includes . Applicable Applicable Audit Requirements . Adeninistr~ Entity Cost Principles ~ five State, .Local OMB Circular OMB Circular A-133 R . uirements UGMS and tribal A 87 and UGMS Governments Educational OMB Circular OMB Circular A-133 OMS Institutions A-21 and UGMS : Circular A-110 Non-Profit OMB Circular OMB Circular A-133 UGMS Organizations A-122 and UGMS For-pmfit 48 C.F.R. Part Pa+ogram audit UGMS Organization ~ 31, Contract- conducted by an other than a Cost Principles independent certified lital and an Procedures, or public accountant in organiZatioII uniform Cost aCCOrdanCC with named in accounting . Governmental Auditing OMH Circular standards that Standards. A 122 as not comply with subject to that cost principles circular. acceptable to the federal or state awarding . a en OMB Circulars will be applied with the modiScations prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.03 Submissloq of A~cd#t. 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 (HIiSC}, Office of Inspector General (OIG}, at the following addresses: Department of State Health Services Contract Oversight add Support, Mail Code 1910 1100 West 49'~ St. F.FZ9-11x425 Csenerai Provisions (Core Sabrecipient 200' Rev. 07/20/2006 Page 10 Austin Texas T8756-3199 Texas Health and Human Services Conunission Offca of Inspector General CompliatrcelAudit Mail Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 ARZ'iCLE MY C4NFIDENTIALTTY. Section 7.01 Coafideatial Ipforai'tLoa: Contractor ~ required to comply with state and £oderal laws i<elating to tha privacy and confidentiality of patient and client records that contain protected health information {PHl), or other information or records node co~dential by levy. S~tion 7.02 ; Marlatrnaace of Copfidentlalfty. Contractor must maintafn the confidentiality of information received during the performance of this Cb~htract, inocluding PHi, and any other information that discloses caafidentisl personal information or identifies any client served by DSHS, in accordance- with applicable fod~eral and state law az~d Rules, incIudiiig but"not limited- to 7 CFR Part 246; 42 CFR Part 2, 4S CFR Parts 160 and f 64; Health and Safety Code Chapters ~ 12, 47, 81, 82, 83, 88, 92, 161, I $1, -241, 245, 251, 534, 576, 577,596, 611; and 773; and Occupations Code; Chapters 56 and 159 and all app cable Rules. - ..Section-7.03 .Use of PHI. If Contractor is subject to I31PAA privacy regulations at 45 CFR Parts 160 and 164, Contractor may. receive, use-and disclose PHI, as defined an 45 CFR §164.501, only to carry out Contractor's duties under this Contract in accordance with the regulations. When using or disclosing PHI or whets requesting PHI from :.another entity, Contractor moat make reasonable efforts to limit the PHI to the minimum necessary to accomplish the intended purpose of the erao, disclosure o~ request. Section 7.04 Disclosare.-to .Department.. Contractor is required to disclose PHI of patients or clients provided services funded through ~ this Contract and other= confi~dentiai information to Department upon request, or as othecvviisa required in other contract provisions or larva governing the release of client records or other confidential information. Section 7.05 Depextmerrt Access to P$I. Contractor shall cooperate with Department to allow Department. to request, .collect and receive PHI underr this Contract, without flee consent of the individual to whom the PHI relates, for funding, payment and admini$ha~tioa of .the grant program. Contractor shall cooperate with. Department to allow Department to request, collect and receive PH}. under this Contract, without the. consent of the individual to whom the.PHi relates, under applicable state and federal can5dentiality and privacy laws, including the Health insurance Portability and Accountability Act (HIPAA) and the Privacy Standards adopted to implement IiII'AA at 45 C.F.R..pts. 160 and 164, at ~ 164.51, and Teat. QcC. CODE .ch. l S9, at §~ 159.003 and 159.004. Section 7.06 Ezchaage of CUeat-Identityyiag Informatiaa. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without. the consent of clients in accordance EF29~12423 Grneral Provisions (Core Subrecipie~ 2007) Rew, 07nOV2006 Page 11 with 45 CFR § 164.504(ex3}(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 164 or other applicable law, Section 7.47 Security of Patien# or Client Records. Contractor must maintain patient and client records in compliance with state and federal law relating to security and retention of medics! or mental health and substance abuse patient records. Department may regain Contactor to transfer original. or copies of patient acrd client records. to Department, without ttre.consptt or authorizatia~n bf the patient or cliart, upon termination of this Contract, ox if the care and treatment of the`individual patietrt~or client is transferred to another entity. Prior to providing services .funded ender this Contract to a patient or client, Contractor shall attempt to ob#ain consent from the patient or client to transfer copies of patient or. client .records . to :another entity funded by pSHS upon . termination of this Contract or if care or tent is transfernod to another D$HS-funded contractor. . S4ction.7,0.8 . H~VlAIDS Model Worirplue Gaideliua. If providing direct client taro, . sarvicea„ or prograims, Contractor shall implemer-t Deparmnent's policies based. on the HIVlAIDS (human immunodeficiency virus/aequired immtmodeficieacy syndmma) Model V{lor~g Guidelines for Busiia~sses, .State Agencies,' and State Contractors, -policy No. 090.011, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Tex. H~-I,TH & SAFETI( COD$ § $5.112- .114. Alink to the Model Workplace :guidelines can be found on the Texas Department of Health legacy website at httpl/wwv~r.tdhstateax.uslhivstd/~„glir~nolicv2:htm#top: ARTICLE VIII RECORDS RETEIgTI4N. Section 8.0t Retention. Contractor strap retain records in accordance with the Department's State of Texas Records Retention Schedule, Iocated at h ~ /www. ~ hedules. Department Rules and other applicable std .federal statutes ;and regulations governing medical, mental health, and substance abusa information. At a minimum Contractor shall retain and preserve all other retards, including financial records, which an 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 mare than four (4) yenta, shall apply. Contractor- shall retain ail records pertaining tv this Contract that are the subject of litigation or an audit until the litigation lies 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 retards in accordance with Tex'Admirr Code Title 22, Part 9, §165.1(b) and (c) or other applicable stafutea 'and regulations governing .medical information. Contractor shall -ensure that: this provision conncerning records retention is included in .arty 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 l,?eparhnent upon Department's request for at least four years from the data Contractor ceases business or fi`amahe termination date of the Contract, whichever is sooner. Contractor shall provide the name and address of the party responsible for storage of EF29-12425 Central Provisions (Core SubrecipieM 2007) Rev. 07/20V2006 Page 12 records to the I?ivision Contract Management Unit assigned to the Contract. Section 8.02 Suryiva! of Obligations. The obligations ofContractar to retain rxords and maintain confidentiality of infar'tnation shall survive this Contract. ARTICLE IX ACCE55 AND INSPECTION. Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and -any of Contractor's affiliate ar subsidiary organizations of subcontractors shall permit the Department or any 'of its duly authorized representatives, as well as duly authorized federetl, state or local authorities, including the-Office of tl~ ~spector General at HHSC (OICl7, and the State Auditor's Office (SAO), unrestricted access to and the -right to cxatmna any site where business is conducted and all records (including clienC and ~patrent records, if any), boroks, papers ar documents related to the Contract. If deemed necesear~ by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documente~ related to -the Contracts Further, Contractor will ensenn that information -collected, assembled or ma~tained `by the Cantiactar relati'~ro~ to this Contract is available to the Depart~ient far the Department. to respond to requests that it receives'under the Public" Information Act. The Department and HHSC; will have the right to audit b#llings both before and"aRer payment. Payments wiq not foreclose the right of Department and HH3C to recover excessive or illegal payments. Contractor wih ensure that this provision concerning the right of access to, and examination oi; information related to the Contract is included in any subcontract it awards. ~ . Secdon 9.02 3tato Auditor': O~Ioe.` Contractor shall, open requa~st, make all records, books, papers, documents, or recordings related to this Contract available for inspoctioa, . audit, or reprnductian during normal business hours to any authori~ed° ropresentative of the Departtm°erit. The Contractor understands that the acceptance of fiords 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 coop~ate fully with the SAt7 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 comcerding the authority to audit funds will apply to fbnds received indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in any subcontract it awards. Section 9.03 Responding to Deficiencies. Any daficienciea identified by l]SH3 or HHSC upon examination of Contractor's rewr+ds will be conveyed. is writing to Contractor. Contractor will submit, by the date prescribed by DSHS, a resolution to the deficieiu:y in a program review or management or financial audit to the satisfhction of DSHS. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remalies or sanctions under the Breach of Contract and Remedies for Non- compliance Article of this Contract. ARTICLE X NOTICE REQUIREMENTS. Section 10.41 Clsild Abase Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs; F.F'29-12425 General Provisions (Core Subrecipient 2007) Rev. 07120/Z006 Page 13 HIV/STD; Family Planning {Titles X and XX); Primary Health Care; Maternal azid Child Health; and Nutrition Services.Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in T~ac. FA1k. CODB ch. ~ 2bI relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for ContractorslProviders and train all staff on reporting requirements. Contractor shall use the Checklist for Monitoring as required by the Deparbment located at www.dshsstateax.ualchil l~&.. Contractor shall retain reporting documentation on site and make it availsble~for inspection by DSbIS. 3a~tioa 14.02 3lgniticant Incldtnts. is ,addition 1o notifying the appropriate authorities, Contractor shall report tQ the Division Contract Management l,Tnit assigned to the Contract in~cidants involving substantial- disruption of program operation or potentially affecting Depardment fimded clients or parGicipaats within seventy-two..{72) hours of discovery. Section 10.Q3 Litignttoa, Contractor notify the. Division Contract Management Unit assig to: the Contract of litigation to wlrich Corttra~ctdr is a party within. seven. ('Y). calendar days 4f ti4comiwg swats of such a proceeding., This includes, but i$ not limited to ~ action, ~iit or proceeding before any court or governmental body, including environmental and civil rights, maths, professional liability, and employee litigation. Notification, shall include the names of the paxties, nature of the litigation and remedy sought, including amount of damages,. if any. Section 10.04 Actlon Against the Contractor. Contractor shall notify the Division Contract Manageme~rt Unit assigned to the Contract if Contractor has -.had a contract suspended or terminated by any local, stato or federal department or~ agency or nonprof t „entity. Such natif cation shall inciudo ..the reason fob such action that includes the name and contact information of the local, state or. federal department or agency or entity, the dato of the contract, .and the contract or case reference number: If the Cont~racetor, as as organization, has surrender~od its license or has had its license suspended or revoked by any. local, state or federral department or agency ar non-profit entity, it shall disclasa this information to the arkment by submitting a ono, gaga descxiption of the reason(s) for such action that includes the name and contact information of the local, state or federal department or agency, or entity, the date. of the license action, and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the Division Contract Management Unit assigned to -the Contract of Contractor's insolvency, ,incapacity, or out~nding unpaid obligations to the Internal Revenue Service (IRS} or Texas Workforce Comvnission {TWC1 within three {3) working days of the date of datenmination that Contractor i$ insolvent, incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or T'WC. Contractor shall notify in writing the Division Contract Management Unit assigned to the Contract of its plan- to seek banlauptcy 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 imowledge of debarment,suspected fiaud, program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, Hiles, policies and procedures related to BFZ9-12425 General Provisions (Core Subrecipicnt 2007} ltev. 07/2tU2t>Ob Page l4 performance under this Contract. Contractor shall make such report no later than three {3) working days from. the date of discovery. Contractor shall make the report to the SAO at (8O4)'TX-AUDTI', or by Internet at h •llwww. state. Section 10.117 Crinuinai Ac#ivity send Di:ciplinuy Action. Contractor shall notify in writing-the Division Contratct 1Vlanageaaent Unit assigned to the Contract if it~ has reason to bef#eve Contractor, of a person with ownership or controlling interest in the organiza#ion or who' is an agent or managing employee of tits organizatltin, an employes or volunteer of Contractor, or a subcontractor has engaged in any activity that would constitute a criitniiral offense equal Lo or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory ~tthority, ar has bcen placed on community supervialoiw received deferred adjudication, ors been convicted of a criminal offendse relating to involvement in arty financial matter, federal or state program or felony saz crime: ' Contractor shall -make the reports rcq `aired by tk~ section no later tlian three {3} working days from the date of discovery. Sectixr 10.0$ R~taliatlos Profribit~i Contractor shall not retaliate against any person' who repo~te a°violation of';tnr lea w~itli sa investigation regarding, any aiplicable law,~=u1e, of $tardai+d''to the` 3A0, the-1ppartment; another Mate agency, or any federal, state or local lartr enforcement o#'~~lal. ~ . Sectiars 10.09 Doeumeutation. Contractor shall maintain appropriate documentation of all notices. ARTICLE_XI A3S~,IRANCE$ AND CERT~CATION3. Secti+xi 11_.01 Eertiscation. ..Contractor certifies by execution of this Contrast to the following:. - a) it is not ineligible- for participation in federa! or state assistance programs; b) neitheir it, nor its"'principals, are presently debarred, suspended, proposed for drliarmeet, declared ineligible; or voluntarily cxchided fmm~part~cipaxion in this transaction by any federal or state department or agency; c} it has not knowingly ~ i`ailed ~to pay ~a single substantial debt or a member of outstanding debts to a federal or state agcy; d} it is not sub,~ect to an outstanding judgment.- in a suit against Contractor far 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 i} that no person who lies an ownership or controlling interest in Contractor or ' vvho is an agent or managing employee of Contractor has been convicted of a criniirial 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 c~tplanation to the Division Contract Management Unit assigned to the Contract. If Contractor's status -with n~pect to'~ the items certified above changes during the Contrast, Contractor shall immediately notify the Division Contract Management Unit assigned to the EF29-12425 General Provisions (con sutxecipieM 200' Rev. 07120~100b Page 15 Contract. Section 41.02 Contracting with Ezecut3ve Head of Stste Agency. Contractor certifies that it is in compliance with TEX.. GOVT. CODS ~ 669.003, relating to contracting with the executive head of a state agency.. If Contractor. currently or subsequently employs a current or former executive head of DSHS; Texas Deparhnent Qf Health, Texas Department of Mental llealtb and. Mental Retardation ar Texas Conunission on Alcohol and Drug Abuse, Contractor will submit -the following information to the Division Contract Management Unit assigned to the Contract: (s} Name of Executive; . (b} Name o~ State Agenc~r, (c) Date of Separation from State Agency, if separated; {d} Date of Employment with Contractor, and - (e} Other infonna~ion as required by DSHS to verify Contractor`s compliance with TBx. Gov'T. Cone ~ 669.003. . Section 11.03 Child. SopRort DeUnggeociq. As required by T;FAM.CODB § ?31,006, a child support obligor who is more than #hirly {30) cslendaar days delinquent in paying child support and a business entity in which the obligrnr is :a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percer4t .(23%) is not; eligible to receive payments fiom state funds under a contract to provide property, materials, or services or receive a statafunded grant or loan. If applicable, Contractor agrees to maintain its eligibility to. receive payments under this Contract, ceatiSes that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment maybe withheld if flue certification is inaccurate: . 3ectioa 11.04 Aathorization. Contractor certifies that it possesses. legal authority to contract for the services set forth in flue Contract and that a resolution, motion or similar action has Keen duly adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the.. organizatioa~ under this Contract ;including all understandings. and assurances carltained in thin Contract, and. directing: and authorizing the person identified as the authorized representative of the Contractor to act in c_ onnoctian with the Contract and to provide such additional information as may be required. Section 11AS Gifts and BeneQts lProhibittd. Contractor certifies that it has not given, otf'ered to give, nor intends to give at anytime hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, pr service to a DSHS ar HHSC official or employee in connection with this Contract. Section 11.06 Ineligibility to Receive toe Eaatract. Pursuant to TEX. GOVT. CODE Section ~ 2155.004, Contractor is ineligible to receive this Contract if the Contract includes financial participation by a person who received: compenssatiou from DSHS to participate in preparing the specif cations or Solicitation Document :on. which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nar 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 Ibis Contract is based. Contractar fiuther certifies that the individual or bustn~ss entity named- in this Contract i$ ~t ineligible m receive the specified Contract. Contractor acknowledges that this Contract may be EPZ9-12415 General Provisions (Core Subrecipient 2007} Rev. 07/20~I2006 Page 16 terminated and payment withheld if these certifications aro' inaccurate. Scction.11.07 Antitrust. Pursuant to 15 U.S.C..A. Soc. 1, et seq. and TEx. Bus. & CotutM. CODs Section § 15A1, et seq. Contractor certises that.neither Contractor, nor~anyone acting for the Cotitrsctar has violated the antitrust laws ~:of this state..or .federal antitrust lawn, 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 CQNTRACTOR ,. , Section 12.01 Bond..'gaining. If they, bava not aheady done so within the preceding two (2) years, a majority of the board of diroctars of Contractor shall review the Department's board training is the fcirmnt provided by the Department and shah verify in writing w the Division Contract Management Unit assigned to the Contract that the- review took place. Writt~=verifiaalion sha11 ba submitted. no later than.tha end of the Srst quarter of the Contract and shall bo-in the form required by the Aepartment. This revia~r shall be completed at least every two {2) years of consecutive fiinding firm the Department, except that each member of th4'gpvexning board of a Contractor that provides mental. health• servicxs shall complet¢ the board training review initially and thenannually. - S~tiaa~ 12..02 Doty. o~..Compliance. Contractor and its govenung board, shall bear full ' r~sponsibil~ty far the integrity of the fiscal and programmatic management of the organizatiom:.~ prnvfsion applies to • all- organizations including, .Section 501{cx3} Qrgsa~ations as defined in the Intetrnal Revenue Service Code as not fo~pmfit organizations. 1'lte responsi'bilxyof ConttractQr's governing board shall inchule: accountability fog all fiends and materials received from Deparrtment; compliance with Department Rules. policies, procedures, and applicable federal and state laws and rogulations; and correction of fiscal and program deficiencies identified through self-evaluation ,and Department's monitoring procesaes~ F~uthar; Contractor's gove:niiag board shall ensure separation of powers, duties, and ~ functions of board members and Qtaff Sta#f tnembexa, including the exeeutir-e 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 his Contract shall i~ot constitute a defense or basis for waiving. or appealing such provisions ar requirements.. Section I2,0~ Management and Control Systems. Contractor shall a~sintain an appropriate contract administration system to insure that all teams, conditions and specifications-are met. Contractor shall develop, implement, and maintainfinancial management and control systems that meet m exceesd the requirements of UGMS and .adhere to procedures: detailed in Deparhaent's Contractor's Financial Procedures Manual available. at the Departrnent's web sits: htteJlwww.dshs.state.tx.uslcantracts. Those requirements shall include at amuuimum: a) financial planning, including the development of budgets that adequately roflect all functions and resource 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 atnd application of funds provided under each Program Attachment of this Contract, and that support the information EF29-12425 General Provisions {Core Subrccipicnt 20Q~ Rev. 07/20/2006 Page 17 contained in required financial reports; and cost source documentation; and (c) effecgve 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 P~~ Section 12.04 Insurance and Bonding. Contractor shall maintain insurance or other means of replacing assets purchased with Department funds. Section 12.05 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 S 100,000 that covers oath employee of Contractor handling fim~s~under this Contract, including person(s) authorizing payment af' -such funds. The fidelity bond or insurance aha11 provide ~ for indenmif cation of lasses occasioned by: {T) any fraudulerrt oar dishonest act or eats committed by any of Contrac#or's .employees, either individually or in concaR with- ~othera, and/or {2) .failure of Contractor or any- of its employers to perform faithfully his/her duties or m account .properly for. all monies and property received by virtue of his/her position or employmeatl~ Se~ia®12.06 Liability .Coverage. Contractor shall also maintain liability :: insurance coverage, referred to in Tex. GOVT. CODB §~ 2261.102,. as "director and. offiicer liability coverage," where Contractor is a legal entity that is required to have directors and/or officers. Phis -provision applies • to ~ .entities that are organized as non-prnfit~ corporations under the Texa$ 1~Ton-PtoSt~ Corporation Act; for-profit corporations .organized under the T~cas 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 is as arntiunt not less than the total wahu of flue Contract and tLat is sufficient to protect the ~ of Department in the event an actionable .act ar omission by a director or officer of Contractor damages Department's interests. Section 12.Q7 Overtime £ompensation. Except as provided is this section, Conhactor shall not use aziy of the..funds provided by this Co©tract to pay the premium portion of overtime. Contractor sha11 be responsible for any obligations of premium overtime pay-due employees. Premium overtime -pay i$ defined as any compensation paid to as 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 follatwing conditions: l) with the prior approval of DSHS; 2} tsmporairily, in the case of an emergency ar an occasional operational bottleneck; 3} when employees are performing indirect functions, such as administration, maintenance, or aa~aunting 4) in performance of tests, laboratory procedures, or similar operations that sit continuous in nature end c~not reasonably be intemipted or otherwise completed; or 5} when lower overall cost to DSHS will result: Section 12.08 Program Site. Alt Contractors shall ensure that the location where services are provided is in compliance with all applicable lace[, stets and federal zoning, building, health, fire, and safety standards. Section 12.fl9 Cost Allocation Plan. Contractor shall submit a•cost allocation plan to the F.F29-12425 General Provisions {Core Subrecipient 2007) Rev. 07/20V2006 Page 18 Department's Contract Oversight and Support Sation at Mail Code 1910, 1100 W. 49a`. St. Austin, Texas 78756, except under the fallowing circumstances: {1} Contractor has previously submitted t4 DSHS a current indirect cost rate that has boon approved by a federal co®nizant agency or a state single .audit coordinating agency; or (2) Contractor has a current Cost Allocation Plan on isle with the Department. Contractor shall impleanent and follow the applicable cost allocation plea 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 cun~ent year is the same as that submitted to DSHS .for the previous year. ht the event that the cost allocation plan has changed, Contractor must subnut a new cost allocation plan to the Contract Oversight and Support Section no later than the 60a' calendar day after the effective date of the Contract, in the. farm required by the Department. Contractor shall notify the Contract Oversight and Support Suction in writing if its cost allocation plan .changes during the course of the Contract term. Cost allocation plans must comply with the guidelines provfdcd in the Department's Contractor's Financial Procedures Manual located at ~~Jlwww.dshs.state:tx.us/contracts. Section 12.10 liteportin~ .for Unit Rate and Fee For Service Contr>icts. Contractor shall subnrit reports. concerning unit rate and frafor.-service contracts to the Departrner-t in aceordatyca . with the requirements stated. in the De}~artment's. Contractor's Financial Procedures Manual located at littp://www.dshs.state.tx.us/contracts. Section 12.11 Hbtorically Untieratiliud Bnsidesses (HUBs}. If Contractor was sot required to submit a HUB subcontracting plan, Contractor is encouraged to.make..a good faith eflb~ to consider subcontracting with HUBs as set forth in TEX. Gov'T CODE ch. 2161 and 1 TEX AAHI. CDDE . § 111.1. Contractors may obtain a list of HUBS at ht~J.staate.tg;ug. If Contractor has fited a HUB subcontraoting Plan, the ply is incorporated by reference in this Contract. If Contracctor de~~ixes to make a change.in the plan, Contractor must obtain prior approval from the Department's. HUB Coordinator of the reti-ised plan before proposed changes will be effective under the Contract. Contractor agrees W snake 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 Bay Tema. Contractor shall purchase .products and .materials produced in Texas when the products -and materials are available at a price and tuna comparable to products and materials produced outside of Texas as required by TEx. Gov'T CODE § 2155.4441. Section 12.13 Contract with Subreelpient Subcontractors. Contractor may. enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment{s). Prior to eAtering into an agreement equaling 325,000 or twenty-5ve percent (25%} of a Program Attachment amount, wfuchever is greater, Contractor shall obtain writ#en approval from DSHS. Contracts with subcontractors shall be in writing and include the fallowing: a} Name and address of all parties; b} A detailed description of the services to be provided; EF29-12425 General Provisions (CorC Subrecipitrt 2007) Rev. 07/20/200b Page 19 c) Measurable method and rata of payment and total amount of contract; d) Clearly defined and executable termination clause; e) Beg'mning and ending dates that coincide with the dates of the applicable Pmgrarn Attachment(s) or cover a terra within the begiwring and ending dates of the applicable Program Attachment{s); . f} Access to inspect the work and the premises on which any work is performed, in accordance with the Access and Itrspection Article. in this Contract; and ~ 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 statelfodeiai stahttes and regulations and under this Contract. Contractor shall not contract with a subcanbracXor, at any tier, that is debarred or suspended or excluded from or. ineligfble for participation is federal assistance programs. . Secticm 12.14 Status of 3nbcostactars. Contractor shall require that all subcontractors certii~j- 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 agrecrnerrts; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered arithin thepast three (3) • years any license issued by the Department. Section 12.15 Incorporation of Terms. Contractor shall ensure that all written agreements with the subrccipient subcontractor incorporate the terms of this Contract, and provide that the subcontractor is subject to audit by DSHS, HHSC and the SAO. Section 12.16 Independent Contactor. Contractor -is an independent Contractor. Contractor shall direct and be ~ responsible for the performance. of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas, - Section 12.17 Authority to Bind. The person or persons signing and executing this Contract on behalf of Contractor, or representing themselves as signing and arecutfng this Contract on behalf of Contractor, warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.18 Taz LiAbil~lty. Contractor shall comply with all state and federal tax laws and EF29-12425 Genera! Provisions (Core Subrecipient 2007) Rev.- 07/20/2006 Page 20 is solely responsible for filing aU required state and- federal tax forms and malting 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 wiU be subject to immediate termination at the Department's discretion l'n the event of Contract termination under this section, ~e Department will not enter rota a Contract with Contractor for throe {3) years from the date of termination. In :addition to other remedies, the Department h~ the right to place the Contract on high -risk status in response to Contractor's liability to the lRS for any amount. gectian 12.19 Nut[t~ o[ Orgaz<iztiona! C6angG Contractor shall submit written notice to the Division Contract Management Unit assigned to the Contract within #en business days of any chaagQ to the.fopowing: Contractor's Heine; contact information; key personnel, o~cer, drrector or partner, organizational structure; legal standing; or authority to do business in Texas. A chan~ in Contractor's name requires an amendmen# to the Contract in . acc~rdanco with the Aeaendments 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 Pnrcbases. F.quipmetrt means an article of nonexpendable, tangible personal property having a useful lifetime of morn than one year and as acquisition cost of 55,400 or more. Contractor must inventory controlled assets, which inchide, `hand guns and rifles, regardless of the acquisition cost, and the following assets with an acquisition cost . of SSOO. or morn: _fax machines,. tclocopiers, stereo systems, cameras, vid'w rscorder/ias~rdisc players, televisions, video cassette recorders, camcorders,. desktop and Zaptop epmputei~, Han-portab~~ printcra, and. oellular and portable pho~es.~ Contractors on a cost reimbursc~ent payment method shall complywith the roquirexnents of the provisions in this: Article concarnt'!g equipment. If purchase of equipment is .appmvo€i in writing by the Department, Contractor is .required to initiate the purchase of that equipment is the first quarter of the Contract term. Failure to initiate the purchase of equipment may result in.loss of availabili#y of funds for thapurchase- of equipment . Section 12.22 5applies. 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, so#tware, 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. A,ny changes to the equipment list contained in the negotiated application or executed contract shall be approved in writing by Department prior to purchase of equipment. Contractor s1~a11 submit to the~Division Contract Management Umit assigned to the Contract a written description incheding complete product specifications and need justification prior m 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. Suction 12.24 Property Inventory and Protertlon o[ Assets. Contractor shall maintain a EF29-12423 Gtnera! Provisions (Core Subrecipient 200'7) Rev. 07/20/2006 Page 21 noaexpendable personal property {equipment) inventory and submit an annual cumulative report to the Contract Oversught and Support SeCtlon, Mail CodC 1910, 1100 W. 496' St, Austin, Texas 7$7Sb, no later than October 150' of each year. Contractor shall administer a prom of maintenance, repay, and protection of assets under this Contract so as to assure their-full availability and usefulness. L- the event Contractor is indemnified, reimbursed, or otherwise compensated for any. Ions o~ destuvction o~ or damag~c to the assets provided under this Contract, it shall use the proceeds to repair or replace ,said assets. Section 12.25 Bankruptcy. In the.event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the banlQUptcy, and title shall r+e~-ert to Department. ' Section 12.2E Title to Property: At the conclusion of the contractual relationship between tb~ Department. and the Contractor, for any reason, tine 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 DepartrretYt. The Deparbment may, at its option and to the: extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 12.27 Properly Acquisitions. .Department funds may not be used to purchase buildings or real property. Any costs relatod'to the iruitial acquisition of the buildings or real property is not allowable. Section 12.28 Disposition of Properly. Except when federal statutory requirements supersede, Contractor sha11 follow the procedures in the American Hospital Association's "Estimated Useful Lives of Depreciable Assets" in disposing, at any time dwring or after the Contract terra, of equipment or controlled assets purchased with the Department funds. Ifi prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, ar becomes inoperable, Contractor shall request disposition approval and instructions in writing. from the Contract Qversight and $uppart $ection, Mail Coda 1910,1100 W. 49m St., Austin, Texas 7873b. After an item reaches the end of its useful life, Contractor must ensure that disposition of any equipment is in accordance with Ceaerally 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 }nventory of properly 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 cIaseout 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 Asset: as Collatersil 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 Aaslgnment. Contractor will not transfer, assign, or sell its interest, in whole EF29-12426 Creneral Provisions {care subrecipient 2007} ~ Rev. a7f20/200G Page 22 or in part, in #his Contract; or in any equipment purchased with furjds from this Contract, without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall not use funds granted under this Contract to pay any person for influencing or attempting to influence an offiicer or employee of any agency, federal or state, a member of Congress, an officer or employee of Congress, or an employee of a meaelier of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of-any contract (3I U.S.C.A. ~ 1352, as amendod~ and UGMB). If at any time this Contract exceeds 5104,U04 of federal funds, Cantara~tar shall-;file with the Division Contraict Management Unit assigned to the Contract a declaration con - `tau' iiig the name of any registt~ant undeer the Lobbying Disciosur~e Act of 1995 who has made lobbying contacts on behalf bf °Contra~or in- corinectiote vvit~h the Contract; s certi~catiou that none of the funds provided by Departmaet lu;va been or will be used for p~yen~nt to iobbyists, and discla~sure of the names of any and a'll re~pstered lobbyists a+ith whom Contractor bas an agreement. Contractor shall r~}uir~ any perSan who requests or r~cc~Ivea' a subco~ract to °flle the ssma declaration, certifion, aitd disclosure with the 13~vuuotl 'Contract 'Management ~riit assigned to the Contract. Contractor shall file he dEcla~icm, certiScatioa, arid' disclosure ax -fife time of application for the contract;' upon ~tecuti~ of a. contract unless Contractor previously filed a declaration, certification, or diacfosugi+e fo~n fn comaection w~ritlt the- award; and at the send of each" calendar quartts in wlstch "thex~a~ occurs any event that materially afl'ects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Section 13.03`- Conflict of Interest. trantractor represents to the Department heat it does- not have nor a~ : it knowingly acquire any interest that would conflict is .any manner with- the performance a~f its obligations under this Contract. Potential conflicts of interest includes but are not limited to, an, existing or potential business or personal relationship between Contractor, its principal, or any affeliate or subcontractor with Department or HHSC, their conunisaioiers, offatfrrs or employees, or any other entity or person involved in any way in any ojact..that ,ia the sub}tat of this Contract. Contractor shall establish sa£eguaras to prohr'bi~ 'employees from using their positions for a purpose that constitutes or presents tree appearance of pttsonal or organizations! conflict of interest or personal gain. Section 13.04 Tranasctlona Between Related Partks. Contractor shall .identify and report to DSHS any transactions between Contractor and a rolated party that is part of the work that the Department is purchasing under this Contract ~ before entering into the cransaction° or immediately upon discovery. Contractor shall Submit to tht Division Contract Management Utit assigned to the Contract the name, address and telephone number of the related party, how-the party is reiattd 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 uifliienct or direct the actions or policies of the other. The Contractor, for purposes of reporting transactions between related parties, inciudea 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. GOVT 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 Departrnent to determine the appropriateness of the transaction pursuant to applicable state or federal law, EF29-12425 General Provisions {Core Subrscipient 2007} Rev. 0712Q/2006 Page 23 regulations or circulars, which may include 45 C.F.R part 74, OMB Circ. Na. A-110 (Rev. 1 ll19/93, as further amended 09130199), 2 CFR §215.42, and UGMS. . Section 13.05 Inteliectnal Property. Texas Health and Safety Coda § 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. {b) ..For purposes Qf this Contract "work made. for hire" . is intellectual property .Prepared for DSHS use, or a worlr specially ordered or commissioned thmugla a contract for DSHS use. DSHS owns.wot~s made far hire unless if agrees:otherwise by contiact. (c) If federal fundsarc used to finance activities sapport~od by this Contract that result in the production of intellectual property, the federal awarding.agency reserves a ro $ee, nrn~rcclusive, .and. irrevacabla license to ~~ . -,reproduce, publish, ar, otwise use, .. to authorize ethers to use, for. federal ®avernment p~nrposes {1) the. copyright in any intellectual praper#y developed under this ,Contract, including ,any subcontract and {2) any .rights of ~PYright to which a Contractor purchases owners~p, with contract fiords. Conttiwctor shall place en sclcnowledglnent of federal awarding agcy grant. support and. a discla~m~ as appropiate, on any publication written ar published with such support aad,,iffeasY~lq on any publication reporting the results of or descn~ring a, grant-supported activity. An acknawled~gment shall be to the effect that "This publication was mach possible by grant number from f federal awarditg aScncv)" or "The pzaject desc~i6ed was supported. by grout number from a '~ and , "Its contents are solely the respans-~ility of the authors and do not necessarily represent the official views of the (federal awarding agc~icvl:' - (d) In the event the.. terms of a federal grant award the copyright to Contractor, ~DSH3 reserves a royalty-fig, nonexclusive, worldwide and irrevocable iiceuse to reproduce, publish or otherwise use, and to authorize othexa to use, for DSHS, public health, and state governmental noncommercial purposes (1) the copyright, trademark, service mark, and/or patent an an invention, discovery, or improvement to any process, machine, manufacture, or composition of matter; products; technology; scientific information; trade secrets; and computes software, in any work developed ands a great, subgtant, or contract under a grant or subgrant; and (2) any rights of copyright, service or trade marks or patents to which a grantee, subgramtea or a Contractor purchases ownership with contract toads. (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 DSH:S. Contractor shall subntit.roquesta for review and approval to the Division Contract Management Unit assigned to thti Contract. Section 13.Ob ether Intangible Property. At the conclusion of the contractual relationship between Department and the Contractor, far any .reason, Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that wan ~devaloped, produced ar obtained by Contractor as a speci5c requirement under the Contract or under any grant that funds this Contract, such as domain names, URi,s, etc. Contractor shall cooperate EF29-12423 General Provisions (Core SubrecipieAt 2007) Rev. 07/24IZ006 Page 24 with Deparment and perform all actions necessary to transfer ownership of such property to t>ie Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of the Contract. ~ ' SectioA 13.07 3e~-erabillty-end Ambiguity. 1'lf any provision of tins Contract is construed to ba` illegal or invalid, tha illegal or invalid provision will be deemed stricken and deleted td the earns extent and effect as if never incorporated, bui all other provisions will continue. Parties represent and agroe 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 shell be deemed to have bc~ received by a Party om tha third business day after the date on which it was mailed to the Party at the address first given above (or at such other address as the Party-shall spxify to the other Party in writing) or, if scat by ciKtifiod mail, on the date of receipt. Section 1309 3ueceaaors -Thu Contract shall be ,binding upon tha Parties and their aucceasors and assignees, except as expressly provided. in this Contract. Section 13.10 Headings. Thu articles and section headings used in the Contract are for convenience of referenca. only .and shall not be canstrued~ in any way to define, limit or describe the scups or intent. of say provisions. Section 13.11 Psfties. , .The Parties represent to each other that they ors entities fully faaniliar with transactions of the kind reflected by t}~is document, and are capable of understanding the terminology and meaning of i#s tcrt~s ,and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms, Termtinatioa or expiration of this Contract for any reason shall not release either party tronn any Iiabiiities or obligations set forth irj this Contract that (a) the parties have expressly agreed shall survive any such tetminatiob or expiration, or (b) remain to be ~er#'ormed or {c) by their nature would beintended to be applicable faIlowing an}r such termination or expiration.. ` Section 13.13 iDlrect Operation. The Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health and safety of clients and/or participants served by the Contractor, sad there are no reasonable alCernativea available. Section 13.14 Cutatomer $en-ica ~aformatlon. If requested, Contractor shall supply such infonnatian as required by. the Department to comply with the provisions of TEx. Gov'T CODE ch. 2l 14 regarding Customer Service surveys. Suction 13.15 Amendment. Parties agree that the Department may reduce funds pursuant to the terms of this Contract. Unless otherwise specified in these General Provisions, all other amendments to this Contract must be in writing and agreed to by both Parties. Contractor's requ~at for certain budget revisions or other amendments must be submitted in writing, including a justi$cation for the request, to the Division Contract Management Unit assigned EF29-17A2S General Provisions (Core Subrccipicnt 200'1') Rev. 07/21)/2006 Page 25 to the Contracts and if a budget revision or amendment is requested during the last quarter of the Contract term, Contractor's written ,justification must include a reason for the delay in . making the- request. Revision or amendment requests may be granted at the discretion of DSHS. Section 13.16 Contrxctor''s Notitlcatioer of Chrerege to Cirtsdt Contract P~ovlalons: The following changes maybe made to the Contract without the Departrnent's prior approval; l) Contractor's contact person and contact information . 2) Contact information for key personnel, as stated in the application. 3) Cumulative budget line item transfers that exceed 10% among direct cost categories other than the equipment category, of cost reimbursement contracts of less than 5100,000, provided that the total budget amount is unchanged. 4) Minor cart~ections or clarifications to the Contract language that in no way alter the Contract scope of work, objectives or performance measures. ~ 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 d$ys shall notify in writing the Division Contract Management Unit assigned to the Contract of any change ~enumeeated in this section. The notification may he by letter, fax or email. Section 13.1'7 Contractor's Request for` Revlaion of Certais Contrsd 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 coat reimbursement contracts of 5100,000 or more, provided that the total budget amount is unchanged. 2)°~ I:ine item transfer of funds for direct payment of braining allowances for any cwt reimbursement contract. 3} Change in clinic hours or location.. 4} Change in equipment list substituting an item of equipment equivalent m an itan of equipment on the approved budget. 5} Changes in the. equipment category of a previously approved equipment budget (either than acquisition of additional equipment, which requires an amendment to the Contract}. 6) Changes- specified in applicable cost principles as requiring prior- approval, regardless of dollar threshold, In order to request :a revision of any of the eneemerated provisions, Contractor shall obtain a Contract Revision Request form from the DSHS website and complete the form as directed by the Departarent. Two copies of the completed form must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor aced submitted to the Division Contract Management Unit assigned to the Contract. Any approved revision will not be effective unless signed by the DSHS Director of Client Services Contracting Unit. Cinwnstances - of a requested contract revision may.. indicate the need for a Contract amendment with written justification rathert6aie a contract revision. Section 13.18 Immunity Not Walved THH PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A EF29-124?,5 General Provisions (Care Suhrocipient 2007) Rev. 07/20VZ006 Page 2b WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IINII1d[JNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS IVIAY DAVE $Y OPERATION OF LAW. Section 13.19 Hold Harmless. Contractor, as an independent contractor, agrees to hold Department, the 5tste of Texas, individual state employees and officers, and the federal goverin:nent harnllesa`and to~ indemnify them from atsy and all liability, suits, claims, losses, damages and judgindnth, 'and to pad all costs, fees, aad ~arnages #o the. extent #hat such costs, fees, aad damages arise frrnn perfonaaace or nonperformance of Contractor, its employees, subcontractors,,}Dint 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-acpon or default under this Contract shall not constitute a waiver of either party's rights under tha Contract. ARTICLE X1V BREACH OF CONT~tAG'F AND REMEDIES FOR . ANON-CQMPLI~ANCE. Section 14.01 Actions ~ Constituting Broad of Contraict. Action's or inactions that `conatitute.breach ofcontract include, but are not limited to, the following: a} failure to properlyprovide 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} failur~a 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; #3 ~ 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 aqd SauncHons. The Department will monitor Contractor for both prugraamnaide and financial cornpliance. The remedies set forth belovr are available to the Department against Contractor sad "any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and' impose or reconunend 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 nor~ompliance and will determine sanctioner 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 ono or more of the remedies Listed below does sot reliever Contractor of any obligations under the Contract. A state or federal statute, rule or regulation, or federal gu~ideliae 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 m give .effect to both. If the Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including EF29-]24Z5 General Provisions (Core Subrecipient 200' Rev. 07/20/2006 Page 27 but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the actions listed.below; a) terminate the Contract or a Program Attachment of the Contract as it relates to a specif c program. type. In the Casa of termination, the Department will .inform Contractor. of the termination na less than thirty-one (3 D} .calendar days before the effective date of the termination in a notice of termination. The notice of lamination-will state the effective date .of the termination,, the reasons for the termination, and, if applicable, alert the Contractor of the opportunity to request a hearing on the termination pursuant to Tax. GOVT Coos ch. 2105 regarding administration of Block Grants. The Contractor agrees that it shall not make any claim for payment or reimbunrement 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 subcontyractor{s). or pending a decision to terminate or aznend the Contract, or {2) an action taken by a suspending official in accordance with Department rules to immediately exchide 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 fimding if the Contractor. fails to pm~ride 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; fl temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding, of a working capital advance, if applicable, or r?eimburseraents or paymerts to Contractor for proper charges or obligations incurred, pending resolution of issues of rmncomplisncc with conditions of this Contract or indebtedness to the United States or to the State of Texas; g,} permanently withhold cash payments, Permanent withlolding of cash payment. weans that Department retains - funds billed by Contractor for (1) unallowable, undocumented, disputed, inaccurate, improper, or ernancaus billings; {2) ri-aterial faihire to campIy with Contract provisions; or. (3} indebtedness to the United $tatea or ~to the State of Texas; h) declare the Contract void upon the Department's determination that the Contract was obtained fiaudulcntly or upon the Department's determination that the Contract was illegal or invalid from the Contract's inception; i) designate the Contractor as high risk; j) request that Contractor be removed fmm the centralized Master Bidders List (CMBL) or any other state bid list, and bar it from participating in future contracting opportunities with the State of Texas; k} delay contract execution with Contractor while other imposed or proposed EF29-12425 General Provisions (C~e 5ubrecipient 2007) Rev 07/2Q/2006 Page 2$ sanctions are pending resolution; , l} plaee Cgntractor on probation. Probation means that Contractor will be placed an accelerated monitoring. for a ~etiod not to exceed six {~ month at which time items ~Qf,noncompliance. sriust be resolved. qr substantial improvement shown by Contractor. Accelerated. monitoring nleaus more fiequent or more extensive monitorin8 .wiU be performed by Department than would routinely be accomplished; ~., m) require Contractor to obtain #4chnical or managerial assistance; n) estabUsh additional prior approvals for expenditure of funds by Contractor, o) require additional, mon d4tailed,: financial aad/ar prograanmatic reports to be submitted by Contractor; p} dtniand repayment from Contractor, reduce the funding amount for failure to achieve or maintain the proposed ~ funds appropriatel and at a rate which~will make fiill level of service, to expend Y use of the award, or to ~tovide s~ervicea or to achieve local match, if required; r) 'pursue a claim far damages as a~'eault of breach of contract; , s) ~~ rempval of any. officer or employes of ~lhe Contractor who has been convicted of the misuse .of stale ar .federal fundt,. , or illegal .acts-that an .in contraindication to continued :obligations under this Contract, ss determmod by DSHS; . ent ar penalty t} withhold any payments to Contractor to satisfy any recoupm ~pc~d bx DS~IS, and talcq repayment from funds. available. underthia Contract, active yhQr ex~ued, in amounts ncces ary to fulfill Contractor's. repayment ob~igal~ons; , ; u) reuca~ tl~ Gontract term;..- . v) rerr~iiip unproper payments when it is verified that the Contractor has been overpaid because of improper. billing or accounting practices or failure to comply with Co~truct ternns; or w) impose other remedies provided by law. Station 14.43 Notieo of Sanctions. Department will formally notify. Contractor in writing when a sanction is imposed (with the exception o~ acceleraxed~monitoring, which dtiay be unannownced}, stating the. nature of the sanction{s}, the reasons for imposing them, the co~ctive 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 fi8een (15} calendar-days of.receipt of notice, a `written response to Department acknowtedging receipt of suclRnotica. if requested by the iiepartmcnt, the written response shall state how Contractor shalt correct the noncompif ante or demonstrate in writing that the findings on which the sanctions an based sire either invalid or da net warrant the sanction(a}: If Department dcterniinea that a sanction is warranted, unless the sanction is subject to review under a federal or state statute, regulation or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's dxision. If required by the Deparmment, Contractor shall take corrective action. Scotian 14.04 Emergency Action. In an emergency, Depafinent may iaunediateiy EF29-1245 General Provisions (Coe Subrecipitnt 2007) Rtv. 0712QI2046 Page 29 terminate or suspend all or part of this Contract, temporarily or permanently withhold cash PaYm~~+ d~Y ~ renewal ar future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emerSeacy" is defined as the following: a) Contractor is noncompUant and the noncompliance has a direct adverse impact on We public or client health, welfare or safety. The direct adverse impact maybe programmatic or financial and may include failing to provide services, providing inadequate services, providing unnecessary services, or utilizing resou~+ces so that .the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b} Contractor is expending funds inappropriately, Whether Contractor's conduct or noncompliance is an emergency will ba determined by Department on a case-by-case basis and will be based upon the rtaturc of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT. Section 15.b1 Breach of Contract Claim. Tye process fbr a breach of contract claim against -the Depart<neat prrovided for `ia Chapter 2260 of Texas` Goven4ment Code and implemented in the Hiles at 25 TAB ~ § 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 1SA2 NbtlcG Contractor's claims for broach 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 Govemment~ Coder ~'o initiate the process, Contractor shall submit written notice, as required by subchapter B; to DSHS's Office of General Coutisel. The notice shall specifically state that the provisions of Chapter 2264, subchapter B, are being invoked. A copy of the notice shell also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested. case proceeding under Chapter 2260, subchapter C, Texan Government Code, Section 15.43 Sole Remeay..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 perrties era unable to resolve their disputes under this Article. Section 15.04 Cauditioe Precedent to Snit. Compliance with the contested case process provided in .Chapter 2260, subchapter C, Texas Government Code, is a condition precedent to seeking .consent to sue from the ~.egislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSI-iS -nor any other conduct of any representative of DS]HS relating to this Contract shall be considaced a waiver of sovereign immunity to suit. ~ . Section 15.05 Performance Not Snspeadad. Neither the occurrence of an event nor the pendency of a clean constitutes grounds for the suspension of performance by Contractor, in whole yr in part. EF19-12425 General Provisions (Core Snbrecipient 2flQ'~ Rev. 07/2q/2p06 Page 30 ARTICLE XVI TEATION. . am Attac>tment(s). Contractor's service Section 16.41 Ezpiration of Contract or Progr n the expiration date of that obligations set forth in each Program Attachment shall end upo . lotion prog~ pttachlncnt unless pctended or ren ~ ed ~~~ ~ ° tr~aat may bete n~ red with of the term of all Program Attachments. alb p or without, cause. as set forth below. on is the permanent withdrawal of Section 16.42 Ett'ect of Termination. Terminati would Contractor's authority to obligate previously awazded fiords before that ~~~ bli otherwise expire or the voluntary nlingtush;nent by Contractor of the authority g~ previously awardod funds. Contractor costa resulting from obligations incurred by Contractor resal authorized by the notice of after termination of an award are not allowable unless acP Y with DSHS to the on. U . n termination of this Contract, Coup shall COQe t ~ the orderly and safe transfer of responsibilities undue the fullest extent possible to ensure DSHS. U n tQrrnination of all ox part of this Contract to DS13S or other entity desigaatod by - ed from any finther obligation created Contract, Departm~ and Contractor. wiU be discharg for the equitable settlement of the under the applicable terms of this Contract acceptor to to urination and for Contractor's respective accrued interests or obligations inc~ured pri .v d,~y ~ aoopecate with DSHS. _- -... r.. ~~;r:~,t,_ Con ti Seetian 1b.43 ;Acts Not ConstihrtiaS Terminat#on. Cont~tor~ ~~ of (the withdrawal of funds awarded on the bass of the wYObligatcd balance in a prior period; (2) withdravs'al of the unobligated bAttcachmertt .expiration of the farm of a Pmgram Attachment; {3) refusal to extend a Program or noncampetinB continuation, ~~' or award additional funds to matte a competing ~~ that the. extension, or supplemental award; or (4) voiding of a contract upon award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Terminstton Without Caose. 30 calendar days a) Either Party may terrninatc this Contract with at least thirty { } prior written notice to the'other Pally, except that if Contractor seeks to terminate a Contract that involves residential client services, Contractor must Siva the 90 calendar days prior written notice and must submit Department at least ninety ( ) a transition Plan to ensure client services arc not disntpted. b) The Pairties may terminate this Contract by mutual aSroenr~t. terminate this Contract with at least thirty (30} caleru~ dots c) Either Pally ~Y prior written notice to the other Party in the event state and/or federal fiu-ding for s withdrawn, or discontinued. this Cantu ~ ~~+ meted' ~' -when, in the sole d) Department may terminate this Contract immediately. determination of Department, termination is in the best interest of the State of Texas. may terminate for material breach of Section 1b.05 Ter}nination For Cause. Either Party ~~ notice to the other Party this Contract with at least thirty {30) calendar days eat 2007} Rev. 07/20/2006 Page 31 EP29-12425 General Provisions (Cora Subrecipi Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives b • Y gig at Ieast thirty (30) calendar ~Ys ~~ 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 an laws, ordinances, rules, regulations or orders of any public authority Navin urisdiction• y 8.1 ~} Contractor fails to communicate with D those of its subcontractor to communcate with D art~ment ar fails to allow its employees ar of this Contract; epart:nent ~ necessary to the Perfonnaace (c) Contractor breaches a standard of confidentiality with respect to the provided under this Contract; services {d) Department determines that Contractor is without sufficient to pexform-under flue Contract or that Contractor is otherwise unab~a ~e~ ~OUmes any of its. ~luirements uncle= the Contract ar exercise adequate control ove* ~ $ to fulfill assets; penditures or {e) impartment determines that Contractor, its a gave a &~ gent or another r,epresentativa offered or the ~tY {°~ entertainment or gift) to an offiicial or employee of DSHS or HHSC far Purpose of obtaining a contract or fsvorablo treatment; (f) Department determines that the Contract includes financial artier ati who received compensation finm DSHS to participate in P p on by a person Solicitation Document on which this Contract is based in violatiop~n of 8 the spy fixations or ` ~ -Code ~213S.Op4; ~ ~ ~~~' appears to be financially unstable. Indicators of financial inshbilify maY include one or more of the fallowing; 1 • Contractor fails to make payments; 2• Contractor makes an assignment for the bene5t of its creditors; 3. Contractor admits in writing its inability to pay its debts generall as th due; Y ey become 4. if judgment for the payment of money ire excess of SSO,Opp (w~~ is not covered by i~'ance) is rendered by any court or ov Contractor does not (a) dischar a the 'ud g ~~~ body against Contractor, and with its terms, or c S J gment or {b) Provide for its discharge in accordance (} Procure a stay of execution within thirty (3p} calendar da of entry of the judgment, and within the thirty {3p Ys from the date which execution of the judgment has been eta }-dsy period or a Ionger period during exaction to be eta ~' from the judSmant and cause the }-ed during such appeal while providing such reserves for the 'ud ~Y ~ roquired wider generally accepted accounting principles; J gment as EF29-12423 General Provisions (Core Subrecipient 280'n Rev. 07/20/200b Page 32 similar process shall lie issued by any court g, writ or warrant of attachment or any writ or warrant of material portion of the pmperty of Contractor, and such 34 calendar days ~~ ~ or any is not released or bonded within thirty.( ) attachment. or any similar p~~ after ib entry', for is adjudicated bankrupt or insolvent; {, Contrac Banknip~y Cade or seeks relief ~« any 7. Contractor files a case under the u ~gement, insolvency, readjustment of debt; provision of any bankruptcy, reorgani~ati n+ wrisdiction, wh~eth~ nOU' or hereafter tin dissolutioai, r~eceiver'sliiP or hgwdatiott law of any j rt under any such law; effect, ar consa~ts to"flee filing of any caste or petition agaves! ~ court order of Contractor is sequest~t by 8. anX,prop~Y~ or portion of the props 34 calendar days after' Contractor and the order rarnai~ in effect for rnore~ thaan', thirty ( ) obtains lcnowlodge thereof; state ~rganixation, ~ngement, g, a petition .is~ $tlod against Contractor under. any or liquidation law of ~Y insolvency, readjustrr-ant° of -debt, . dissolutioxi, recei P tion is riot disYnissod within j~sdiction, whether now ~ hereafter in effect, and such ptti thirty- f~©) ~~~ ~~ ~ or liquidator of 10. ~ Contra~r ~ consents ~ to the appoirtm-ent of a receiver, trustee, Canrraetor or of all or any part of its property; or ,s ~iagemant systean does not meet the UGMS management sta• (h) Contractor Suction 16,06 Notice of Tern~hiadou., Either Party'may deliver written notice of intent to vas notice of its intent to terminate alt or ~ by any verifiable method. If etthe~t Party gi ~ resolve any issues related argent and Contractor will atCemPt apart of this Contract; ~ faith during the notice period. to the ~mhcipatod ~tarnainati~ ~ ~ . ARTICLE KVII VOID, SUSPENDED, AND' ' RMINATED CONTgACTS. . ent may hold this Contract void upon detenninstion Section 17.01 Void Contracts. Deparhn or was otherwise illegal or invalid from its that the award was obtained sraudul~ntly inception. - A or Invoiuntarlly Terminated Contract Section 17.02 Effect of Void, gnspeuded, Contractor who has been a party to a contract with DSHS that has been found to be void, ansion of currant contracts, if any, or ed, ox terminated for cause. is not eligible far ~P ~ that Contractor ha f or renewals until the Department has detennin• new .contracts on or nation. Additionally, ~y msolved the issues underlying the ski this Contract is found to be void, any amount paid is subject to refund. Section 17.03 Appt'~ ~P.ha• pursuant tO Gov. Code §2145.302, after receiving ~~' on of a contract with DSHS fwided by block gran from the Department of termmati g ter 2441. Contractor may request an admimstrahve hearin under Gov. Code Chap em 2007) Rev. 07/20/2406 Page 33 EF29-12425 General Provisions (Core Subrecipi ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION Section 18.01 ~ Cess:tion of'Services At Cloteook. UPS ~tiration of the renewals ofthe Contract) on its own t Contract (and any erns, Contractor shall cease services under the Contract and shall cooperate with DSHS to the fullest extent possible to transfer of responsibilities under the Contract to DSHS or other e~n~ d~~ Q~~y ~d safe Upon receiving notice of Contract termination or non-renewal of the ~ ~~ by DSHS. agrees to immediately begin to titansition recipients of Contract, the Contractor Providers, as needed Contractor also agrees to completely eerie Ces to alternative service Contract by the date specified in the Contract Providing ;sexyiaes under the shall not incur any additional termination or non-renewal notice. Contractor ~Penses once the Contract is texmitaat~ or has expired the expiration or non-renewal of this Contract, Contractor shall immediate! imh~ closeout activities described in this Article. Y ate 3oction 18.02 Adminlatrative Otfact: The Department shall- Nava the right- to ~intstrativcly o~sCt amounts owed by Contractor against~bge. Section I8.03 Deadline for Cloaeoat. Contractor . and other. closeout shall submit all financial, p~~q ~~ wired under the Contract within sixty (6D} calendar days after the Contrac# end date. Unless otherwise rovided of the Payment Methods. and P the-Final Billing Semis ion section that are not receive$ within six ~o~ans Artiolo, the Department is not liable for any ctaims ty (60} calendar days after ~ Contract end date. Beeline 18.04 Payment of Retbnds. amount to which the Contractor is finall~~ ~~ .paid to tho Contractor in excess of the Conhact constitute a debt to the D Y ~erJnmed to. be .entitled under the apartment and will n in a refund ,due. Co r ~j PaY ~Y refimd amount due within the time penoa ~~ by the ~P~mcnt... Section 18.45 Dlaallowancq and Ad ostmeata. affect the Deparhnent's right to disallow costs and giver af~ds oof ~e Contract does not or other review or the Contractor's obli n the basis of a later audit refunds, core, or other gation to return any funds due as a result of !afar transactions. Section 18.06 .Contract Recondilation. . multi-year contracts, Contractor, within 60 calendar r is required to aanuall days after the end of each Y reconcile contract, shall submit to the Divisxan Contract Mena Y~ of the financial and reconciliation .gewent .Unit assigned ~ the Contract all Depattrnent. ~o~ requned by DePart~ent in. forms as d~rminal b . Reynired reoonciliation forms and reports ma include Y Match Participation Form, In-kand Match Participation. FQ the following; Cash ~Pm~ .Inventory, Controlled Items Invento ~' ~~ ~O~ ~~ Reconciliation Refund Remittance Fong, ~' Contractors Re1e~ ,,~~~ and Department shall be posted on the DSHS web~js to pti# the rcconc ~ ~~ :~luired by otherwise directed by Depazttnent, all forms and l~anon period. Unless with original sigaaturts ifrequired, to DSHS by the due dat~,~ ~ ~~~ m ~ copies, E.F29-12425 General Provisions (Core Se:btccipient 2007) . Rev, 07/20!2006 page 34 CONTRACT NO. 200$-023551- PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER N0.0000331003 CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY} DSHS PROGRAM: IMMUNIZATION BRANCH -LOCALS TERM: 09/01/2007 THRU: 08/31/2008 SECTION I. STATEMENT OF WORK: Contractor shall implement an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2) years of age or younger (up to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization delivery, and establish uniform policies. Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program {TVFC) and adhere to the TVFC Operations Manual (and associated policy guidelines pxovided by DSHS}. Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code {TAC) Part I ~§97.1 - 97.6 and §§97.101 _ 97.102. Contractor shall report all vaccine adverse event occurrences in accordance with the National Childhood Vaccine Injury Act of 1986. Contractor shall inform and educate the public about vaccines and vaccine-preventable diseases. Contractor shall consult DSHS Immunization Branch Public Information, Education and Training Group prior to developing educational, promotional, or incentive materials including, but not limited to brochures, posters, television and radio ads, outdoor advertising, hus ads, banners, campaign or branding logos related to immunizations, ImmTrac, TVFC or associated programs. Contractor shall not develop educational materials that duplicate materials already developed by DSHS. Contractor shall not modify DSHS-supplied forms and publications. Educational materials developed under this contract must be approved by DSHS prior to development, production or printing. Contractor shall develop policies and plans that support individual and community-based immunization strategies and evaluate the effectiveness, accessibility, and quality of personal and population-based immunization services and program activities. ATTACHMENT -Page 1 Contractor shall work to promote a health care workforce that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services. Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and far safeguarding vaccine in the event of natural disaster. Contractor shall implement DSHS's new vaccine management system, the Pharmacy Inventory Control System (PIGS), as the system becomes available throughout the state in Fiscal Year 2008. Implementation will include using PICS in Contractor clinics, promoting the use of the system in non-health department TVFC provider offices, and performing updates to the system on behalf of TVFC provider offices that submit monthly doses administered and vaccine accounting reports in hardcopy. Contractor shall maintain an accurate, up-to-date list of clinics and sites where public sector (free or low cost) immunization services are offered in the jurisdiction served by the Contractor. Contractor shall not charge a fee for vaccines supplied through the TVFC program. All TVFC-supplied vaccines shall be used solely for purposes of this Program Attachment and shall not be sold. In accordance with 25 TAC § 1.91, Contractor shall not collect vaccine administration fees from Medicaid and Children's Health Insurance Program (CHIP) recipients. Vaccine administration fees collected from non-Medicaid patients shall not exceed those established in Section Twa, Part Four of the TVFC Operations Manual. Fee schedules shall not be based on vaccine type, formulation, or dose in series. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. All equipment and vaccine used by Contractor which are provided by DSHS shall be accounted for as public property. The DSHS Program will investigate equipment or vaccine loss, destruction, spoilage, or other waste and may require {at its discretion) Contractor to replace or reimburse the DSHS Program. This provision does not waive any other remedies legally available to DSHS regarding contract breaches. Contractor shall provide to the DSHS Program periodic electronic. data transfers of all vaccines administered in a format that is compatible for inclusion in the statewide immunization registry, ImmTrac, and in accordance with the schedule provided by DSHS. ATTACHMENT -Page 2 Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: • Human Resources Code §42.043, VTCA; • Education Code §§38.001-38.002, VTCA; • Health and Safety Cade §12.032, §§81.023 and 161.001-161.009, VTCA; • 25 TAC Chapter 97; • 25 TAC, Chapter 96; • 25 TAC, Chapter 100; • 42 USC §§247b and 300 as-25; and • Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to (the following documents incorporated by reference and made a part of this Program Attachment): • DSHS's Standards for Public Health Clinic Services, revised August 31, 2004, http a/www. dshs. state.tx.us/qmb/default. shtm#public; • DSHS's Vaccine-Preventable Disease Surveillance guidelines, http:l/www. dshs.state.tx.us/immunize/ypd_main. shtm; • DSHS's TVFC Operations Manual, http://www. dshs.state.tx.us/immunize/tvfcltvfc_manuai.shtm; « Centers for Disease Control and Prevention's Advisory Committee on Immunization Practices (ACID) guidelines, including the statement: "Immunization of Health-Care Workers", httpa/www.cdc.gov/rup1ACIP/default.htm; and, Standards for Child and Adolescent Immunization Practices, October 2, 2003, recommended by the National Vaccine Advisory Committee, approved by the United States Public Health Service, and endorsed by the American Academy of Pediatrics, http://www.cdc.gov/nip/publications/pink/appendices/H/standards- pediatric.pdf. Contractor shall be responsible for conducting outreach to children 19 through 35 months of age in the Contractor's service area who are included on the list that will be distributed at the start of each tri-annual reporting period {September 1, 2007, January 1, 2008, and May 1, 2008}. Contractor shall comply with all requirements in the attached Exhibit A. Contractor shall: • Utilize a variety of methods to identify and contact the families of children for whom consent has been granted to be included in ImmTrac, but who do not have complete immunization records in the registry; ATTACHMENT -Page 3 • Provide information to clients, families, and providers on the purpose of ImmTrac and the importance of maintaining complete immunization histories in the registry; • Enter records of newly identif ed vaccinations into ImmTrac; • Maintain documentation of all contacts and education provided; • Present ImmTrac information to providers, schools, and other community groups; • Present Pharmacy Inventory Control System {PIGS) information to providers; and • Provide technical assistance to providers as requested by providers when PIGS is implemented within the Contractor's service area. SECTION II. PERFORMANCE MEASURES: The following performance measures} will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract: Contractor shall submit the monthly reports of doses administered and the montlily biological order form in a format provided by DSHS and in accordance with the instructions provided to Contractor by DSHS. Contractor shall implement an immunization reminder and recall system to notify. parents or guardians of children less than 36 months of age when immunizations are due or past due. The notifications may be automated or manual and may consist of mail or telephone contacts. Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology to conduct quality assurance site-visits for all sub-contracted entities and non-local health department Women, Infant and Children {WIC) clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool and the Comprehensive Clinic Assessment Software Application (Co- CASA), as specif ed by the DSHS Program. Contractor shall submit assessment results to the appropriate DSHS Regional Immunization Program manager within two (2) weeks after completion. Contractor shall recruit and enroll providers into the Texas Vaccines for Children (TVFC) program and recruit and register providers to use the statewide registry (hnmTrac) to Iaok up child records at every visit, and also to report immunizations administered as required by Iaw. Contractor shall address the following Objectives, as detailed in the final approved work plan: 1. Develop a comprehensive plan to assure that immunization services and ATTACHMENT -Page 4 ACIP-recommended vaccines are available to medically underserved and/or under-immunized children and. adults living in areas where coverage is low ("pockets of need"); 2. Work with local WIC programs for assessment of children's immunization status and referral of under-vaccinated WIC enrollees far vaccination at their medical home; 3. Establish collaborations with a variety of community-based organizations and human service agencies (internal and external to your Local Health Department [LHD]) to promote best practices, specific activities, and special projects to increase vaccination coverage levels for children 0 through 3S months; 4. Ensure that expired, wasted, and unaccounted for vaccines do not exceed 5% for DTaP, Hib, hepatitis B, IPV, MMR, PCV7, varicella, hepatitis A, and combination vaccines in LHD clinics; 5. Effectively utilize ImmTrac in LHD clinics; b. Increase the number of registered provider sites actively reporting immunizations to Irn~nTrac; 7. Promote the effective use of ImmTrac by private providers; $. Increase the number of children less than six {() years of age who participate in ImxnTrac; 9. Ensure that ImmTrac data are complete, current, and accurate; 10. Increase TVFC provider enrollment; 11. Actively educate public and private providers on vaccine recommendations, the Standards for Child and Adolescent Immunization Practices and the Standards for Adult Immunization Practices, reporting of vaccine-preventable diseases, recordkeeping, the use of Vaccine Information Statements {VIS}, the TVFC program, and the ImmTrac registry; 12. Complete 100% of quality assurance fallow-up visits assigned by DSHS Austin or Health Service Region Staff; 13. Provide immunization services and ACIP-recommended vaccines as described in this contract; 14. Promote adult immunization among adults in the general population and among health care workers; 15. Conduct educational, promotional, and outreach activities for the general public to enhance immunization awareness; 16. Investigate and document at least 90% of reportable suspected vaccine- preventable disease cases within thirty (;0) days of notifcation in accordance with DSHS's Vaccine-Preventable Disease (VPD) Surveillance Guidelines; 17. Implement a comprehensive Perinatal Hepatitis B program that accomplishes the following: a. Increase by at least 5% the number of hepatitis B surface antigen- positive {HBsAg+) pregnant women identified; b. Increase by at least 5% the number of infants born to HBsAg+ pregnant women that are identified; c. Increase by at least 5% the number of these infants that receive one {1) dose of hepatitis B vaccine and HBIG within twelve (12) hours of birth ATTACHMENT --Page 5 and no later than seven (7) days after birth; d. Increase by at Least 5% the number of these infants that complete the hepatitis B vaccine series and receive post-vaccination serologic testing; and, e. lncrease by at least 5% the number of susceptible household and sexual contacts of HBsAg+ pregnant women that complete the hepatitis B vaccine series. 18. Assure that rubella susceptible women identified in the Contractor's public health clinics are offered MMR; 19. Complete 100% of child-caze facility and Head Start assessments assigned by DSHS; and, 20. Complete 100% of public and private school assessments and retrospective and validation surveys assigned by DSHS. Contractor is required to complete and submit the following tri-annual reports utilizing a format provided by the DSHS Program: Re ort T e Re ortin Period Re ort Due Date Programmatic 911107 -12131107 1130108 Frb amxnatic 1/1/08 _ 413010$ 5130108 Programmatic/Final 511108 - 8131108 i O/15/OS Tri-annual reports should be submitted electronically to the appropriate DSHS Regional Immunization Program Manager identified on the reporting form. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, andlor work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight (48) hours of making approved changes. SECTION III. SOLICITATION DOCUMENT: NIA SECTION IV. RENEWALS: NIA SECTION V. PAYMENT METHOD: Cost reimbursement. SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. ATTACHMENT -Page 6 Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49~` Street PO BOX 149347 Austin, Texas 78714-9347 The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 45$-7442. The email address is invoices(u~dshs. state.tx.us. SECTION VII. SPECIAL PROVISIONS: General Provision, FUNDING Article, Use of Funds Section, is revised to include: Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. Travel expenses shall be reimbursed according to Contractor's written travel policy, as approved by DSHS. If no written travel policy was submitted, travel expenses shall be reimbursed according to current state travel regulations. In no case shall reimbursement exceed the reimbursement for hotel, per diem and mileage allowed under the current Appropriations Act. Far immunization activities performed under this Program Attachment, General Provisions, GENERAL BUSINESS OPERATIONS of CONTRACTOR Article, Overtime Compensation Section, is replaced with the following paragraphs: Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document propex authorization or approval for any work performed by exempt or non-exempt employees in excess of forty (40) hours per work week. SECTION V III. BUDGET: SOURCE OF FUNDS: CFDA # 93.268 and STATE ATTACHMENT -Page 7 2008-023551-001 Categorical Budget: ` ~ ~ s Ef +ti ' . ~~: 'y~ry~ ' ~p`•~ti5 . ~ ~ ~~; "t" i k" ~~( ~ .-7 Y~ ~ ,~1~ S.:k ~ Y yi "F,~,a y~^+~ ~ { ~,. Y~ .:3L 4~$ N~ ~J - 1: ?{}~~ by ~YF..t~~f`y~44 A~~irJ~F-/2,y~~` i~~`~J! X, _. - 7 . K1- .. .. _s - ~'Sl.. 1 a~ - +~t ~-- ,{'Y~ ' ~Y ~ °~' • '11, £ .~~":Y. ?~ ` - ~ ''4FM~;:'~l FRINGE .BENEFITS. $49,183.00. ECZUIPMENT $0.00 ~~ ~ T R~l~S~fi J w s`~,x'SCs~,.~ d A~' ~ ~.. J.' ~ i r 6{3: i.~t?7' t~y+~''Yr ~~'*~ ~E~:,n(§~bta5-~,~~j •..U ~. ., a:~~l'.'=~tt~l~'R~tF'~.e~ . r yt~s~5"Y~'E' ~~.~..-~''~ _i~~ `9 fA r.{~ ,~l ~',~rT`S'.':~ CONTRACTUAL. $0.00_ ~"tr 5 , t•-Jr v W x a ~ ~.tt] ~~ ~ ~` r}- p ~: ~. ~ ~. ~ r F r .~ `'~ 4 m`~ 51 ^ H~~ i1~, ~ ~I rv.~~v i F~~i~ rJ j t .o ti i . F ~ S ~f ~, ~~i~~~,o . ~ us. tx ~ u r- ~ vd~ dv. r->~~ ,.fir. ~a`e'i,.,_,. . ,.-.u.,~ _ .s .TOTAL. DIRECT CHARjCGES y q 4~J $240,041.00' I.. rt i ~ ."`~L J:'~i`~G` ~3 ST~rf ~}h Y`~J }~d y e~ j ~ Y~ ~ $i k ~i.~ TOTAL $ 241,637.00 .yam n t Ya i~N. ~ n~q n ~.+~rtA~ ~r ~ ' 4 ~ .} - o'i~P~y use '`,._r1. ~,~~KJl~«y~...:~ Erl .~,:~s. 5'~.%d~~ie- ..~._`..t r~~~5t .1 ~;'.~._!, ~rtJJ~~E,~.ai.3~#..=u CONTRACTOR SHARE $2,562.00 ' Erd~a ,.i .. r ~I `i'.~a ~ ?; ~.~;.k"~5 T ~f. 7/~ u Y F ,, ~A~g''it,~ps3 '.•¢qi''~}~}^ Z$Y S 2'.,Y[.~1.~' '~~/c~?{`~ h~~y3 ~` ~ '~ r 'F * a '~ ~Q '~~ tLS~7 t j~ } ~~ fi ~ ~ '~ ~~~` 7 ~ V ~ V • Total reimbursements will not exceed $241,637.00 Financial status reports are due: X2/28/2007, 03/28/2008, 06/30/2008, x.0/31/2008 The negotiated indirect cost amount shown above is less than Contractor's current approved indirect cost rate an fle at DSHS. Indirect costs will be charged in accordance with the approved rate, but may not exceed t>1e amount shown above. Indirect charges to this contract may not exceed the amount shown above, except by prior written approval of DSHS. CONTRACT NO. 2008-023551- PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER N0.0040331003 EXHIBIT A STRATEGIES TO INCREASE VACCINE COVERAGE LEVELS IMPLEMENTATION PLAN Contractor shall implement all final, approved work plans, including the approved 2007 Annual Plan and the Strategy Implementation Plan(s) (final approved versions of SIP plans as sent to you by DSHS on November 30, 2006). EXHIBIT A -Page 1 TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTSti,LOANS AND COOPERATIVE AGREEMENTS Tote undersigned certifies, to the best of his or her knowledge and belief that: (1} Ho federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer ar 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 with the awarding of any federal contract, the making of any federal grartt, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. {2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant. Ioan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Fornt to Report Lobbying," in accordance with itss-structions. (3) The undersigned shall require that the language of this certification be included in the award documents for 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. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making ar entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each such failure. a ~~ M~l~ St afore i'tllc ~ r ~ ~ pff Print Name of Authorized in tvidua ~oL~ ~' 7- Date ~ ~ ~~ 2008-024505-001 Application or Contract Number CORPUS CHRISTI-NUECES COUNTY PUBLIC I-IEALTH DISTRICT (CITY} Organization Name CSCU # EP29-12374 -Revised 08.10.07