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C2008-564 - 10/21/2008 - Approved
.: DEPARTMENT OF STATE HEALTH SERVICES .~ ~ .~p~ This contract, number 2009-030102 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Depaxtznent}, an agency of the State of Texas, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT CIT (Contractor), a Government Emit (collectively, ~e Parties): 1. Purpose ©f 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 Msthodfs~. The total amount of this Contract is $'748,018.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. 1f 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, ox terminate funding under this Contract. 4. Term of the Contract, This Contract begins on 10/01/2008 and ends on 09/3012009. 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. Authority. DSHS enters into this Contract under the authority of Health a11d Safety Code, Chapter 1001. 6. Documents Forming Contract., The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2009-030102-001 NSS-WIC LOCAL AGENCY-NOIMM 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 t13e 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. 2008-564 ' Res. 02'7896 10/21/08 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), fihen the General Provisions, then the 5alicitatian Document, if any, and then Contractor's response to the Solicitation Document, if any. 8. P_ ayee. 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 CORPU5 CHRISTI Address: PO BOX 9277 CORPUS CHRISTI, TX 78449-9277 Vendor Identif cation Number: 17450005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there axe no agxeerrlents or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. 92648-1 r By signing below, the Parties aeknowZedge that they have read the Contract anal agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract an behalf of the named party: DEPARTMENT OF STATE HEALTH SERVICES. CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT {CITY] ~~~~ ~ ~~: t , ~' Signature of Authorized Off vial' Si ~t~, l /- 3- ~~ Date Bab Barnette, C.P.M., CTPM Director, Client Services Contracting Unit 1104 WEST 49TH STkEET AUSTIN, TEXAS 78756 (512) 458-7470 Bob.Burnette@dshs. state.tx.us a Date City, State, ` i Tele~hnne Number E-mail Address-for Official Correspondence 1=01' C=ty AttOmey ~ AIL 5~0~~TA~Y ~~1~ 92648-1 ,s I j ~.. Fiscal Year 2009 Department of State Health Services Contract General Provisions (Core/5ubrecipient} TABLE OF CONTENTS ARTICLE I COMPLIANCE AND REPORTING ......................................................................1 Section 1.01 Compliance with Statutes and Rules ...................................................................1 Section 1.02 Compliance with Requirements of Solicits#ion Document ...............................1 Section 1.03 Reporting ...............................................................................................................1 Section 1.04 ..................................................1 Client Eligibility .................................................. Section 1.05 Applicable Contracts Law and Venue for Disputes„„ .......................................1 Section 1.06 Applicable Laws and Regulations Regarding Funding Sonrces ......................1 Section 1.07 Statutes and Standards of General Applicability .............................:................2 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.. .................................................................................................................................4 Section 1.09 Civil Rights Policies and Complaints ..................................................................5 ARTICLE Ii SERVICES .................................................................................................................5 Section 2.01 Education to Persons in Residential Facilities ....................................................5 Section 2.02 Disaster Services ....................................................................................................5 Section 2.03 Consent to Medical Care of a Minor ...................................................................5 Section 2.04 Telemedicine Medical Services . ...........................................................................6 Section 2.05 Fees for Personal Health Services ...............................................:.......................6 Section 2.06 -Cost Effective Purchasing of Medications ................................................:.........6 Section 2.07 Services and Information for Persons with Limited English Praficiency.......6 ARTICLE III FUNDING.........,...... ...........................................................................,..............,.......7 Section 3.01 Debt to State and Corporate Status .................................................................... 7 Section 3.02 Application of Payment Due ................................................................................ 7 Section 3.03 Use of Funds .......................................................................................................... 7 Section 3.04 Use for Match Prohibited ..................................................................................... 7 Section 3.05 Program Incvme .................................................................................................... 7 Section 3.06 Nonsupplanting .................................................,................................................... 8 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ..................................................8 Section 4.01 Payment Methods ..................................................................................................8 Section 4.02 Billing Submission .................................................................................:...............8 Section 4.03 Final Billing Submission ...........................................:.......................................:...8 Section 4.04 Working Capital Advance .............................,......................................,...............8 Section 4.05 Financial Status Reports (FSRs} ..........................................................................9 Section 4.06 Third Party Payors ...............................................................................................9 ARTICLE V TERMS AND CONDITIONS OF PAYMENT ......................................................9 Section 5.0.1 Prampt Payment . ................................................................................................ ..9 Section 5.02 Withholding Payments . ...................................................................................... ..9 Section 5.03 Condition Precedent to Requesting Payment ................„,.,.............................. 10 General Provisions (Core Subrecipient 2009) Table of Contents 61510$ Page 1 of 4 Section 12.03 Insurance .............................................................................................................20 Section 12.04 Fidelity Bond .......................................................................................................20 Section 12.05 Liability Coverage ...............................................................................................20 Section 12.06 Overtime Compensation .....................................................................................20 Section 12.07 Program Site ........................................................................................................20 Section 12.OS Cost Allocation Plan ...........................................................................................20 Section 12.09 Reporting for Unit Rate and Fee For Service Contracts......................,..........Z1 Section 12.10 Historically Underutilized Businesses {HUBs) .................................................21 Section 12.11 Buy Texas .............................................................................................................21 Section 12.12 Con#racts wi#h Subrecipient Subcontractors . ..........................:.......................21 Section 12.13 Status of Subcontractors ....................................................................................22 Section 12.14 Incorporation of Terms ...............................................................,......................22 Sec#ion 12.15 Independent Contractor .....................................................................................22 Section 12.16 Authority to Bind ................................................................................................22 Section 12.17 Tax Liability ........................................................................................................22 Section 12.18 Notice of Organizational Change....: .............................................................:...23 Section 12.19 Quality Management ..........................................................................................23 Section 12.20 Equipment (Including Controlled Assets) Purchases ......................................23 Section 12.21 Supplies ..................................................................:.,...........................................23 Section 12.22 Changes to Equipment List ................................................................................23 Section 12.23 Property Inventory and Protection of Assets ...................................................23 Section 12,24 Bankruptcy ..........................................................................................................24 ..Section 12.25 - Title to Property:...:....,:.....:: .....................::.........................................................24 Section 12.26 Property Acquisitions .........................................................................................24 Section 12.27 Disposition of Property......: ................................................................................24 Section 12.28 Closeout of Equipment .......................................................................................24 Section 12.29 Assets as Collateral Prohibited ..........................................................................24 ARTICLE XIII GENERAL TERMS ............................................................................................25 Section 13.01 Assignment ...........................................................................................................25 Section 13.02 Lobbying .:.:..........................................................................................................25 Section 13.03 Conflict of Interest ..............................................................................................25 Section 13.04 Transactions Between Related Parties ..............................................................25 Section 13.05 Intellectual Property ...........................................................................................26 Section 13.06 Other Intangible Property .................................................................................27 Section 13.07 Severability and Ambiguity ...............................................................................27 Section 13.08 Legal Notice .........................................................................................................27 Section 13.09 Successors ............................................................................................................27 Section 13.10 Headings ...............................................................................................................27 Section 13.11 Parties ...................................:......::.......................................................................27 Section 13.12 Survivability of Terms ......................................................................,.....,...........27 Section 13.13 Direct Operation .................................................................................................27 Section 13.14 Customer Service Information ..........................................................................28 Section 13.15 Amendment .......................................>.................................................................28 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions...........28 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions ..............28 Section 13.18 Immunity Nat Waived ..........................................:.............................................29 General Provisions (Core Subrecipient 2009) Table of Contents 615108 Page 3 a£ 4 Fiscal Year 2009 Department of State Health Services Contract ' General Provisions (Core/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements of the Department's rules of general applicability and other applicable state and federal statutes, regulations and rules as such statutes, regulations and rules currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Cade, Title 25 (Rules}. To the extent this Contract imposes a higher standard, or additional requirements beyond those required by applicable statutes, regulations or the Rules, the terms of this Contract shall control. Section 1.02 Campiiaace with Requirements of Solicitation Document. Except. as specif ed in these General Provisions or the Program Attachments}, Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document, if any, {including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon the Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in the Contractor's response to the Solicitation Document shall constitute a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit a required report or additional _ _ _ _ requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1 A4 Clienf Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 'Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract shall be governed by; and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any suit shall be Travis County, Texas. Section 1 A6 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, shall apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies as well as Office of Management and Budget (OMB) Circulars, the Uniform . Grant and Contract Management Act of 1981 {UGMA), Tex. Gov. Code Chapter 783, as amended, and Uniform Grant Management Standards {iJGMS), as amended, by revised federal circulars and incorporated in UGMS by the Governor's Budget, Planning and Policy Division. UGMA is located on the Internet at htt :I/tlo2.tlc.state.tx.us/statuteslstatutes.html; the UGMS are located an the General Provisions (Core Subrecipient 2009) 615108 Page 1 of 38 k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and 28 Tex. Admin. Code Part 2, regarding compensation for employees' injuries; 1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; m} The Occupational Safety and fIealth Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; n} Laboratory Animal Welfare Act of 1966; 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; . o) environmental standards pursuant to the fallowing: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321- 4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing~far Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3} Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4} Evaluation of flood hazards in floodplains in accordance with Executive Order 1 I988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102{a) of the Flood Disaster Protection Act of 1973 (PL 93-234}; 5} Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6) Federal Water Pollution Control Act, 33 USC §1251 et - - - seq:; 7) Protection of underground sources of drinking water under the Safe Drinking Water - Act of 1974, 42 USC § § 300f-300j; S) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1831 et seq.; 9} Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Wild and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.) related to protecting certain rivers system; and 11}Lead-Based Paint Poisoning Prevention Act (42 USC §§ 4801 et seq.} prohibiting the use of lead-based paint in residential construction or rehabilitation; p) Intergovernmental Personnel Act of 1970 (42 USC § §4278-4763) regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration (5 CFR Part 900, Subpart F); q) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies . Act of 1970 (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; r} Davis-Bacon Act {40 USC §§ 276a to 276a-7}, the Copeland Act (40 U.S.C. § 276c and 18 USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-333), regarding labor standards for federally-assisted construction subagreements; s) National Historic Preservation Act of 1966; §106 (16 USC § 470), Executive Order 11593, and the Archaeological and Historic Preservation Act of 1974 (i 6 USC §§ 469a-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 General Provisions (Core Subrecipient 2009) 6/5/OS Page 3 of 38 Department, whether that date is prior to or after the date of any ratification by Contractor's governing board. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor must notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten (i0} calendar days after Contractor's receipt of the claim. Notice must be directed to - HHSC Civil Rights Office 70I W. 51 st St., Mail Code W206 Austin, Texas 7$7S 1 Toll-free phone (888) 388-G332 Phone (S 12) 438-4313 TTY Toll-free {877} 432-7232 Fax (512) 438-5885 ARTICLE II SERVICES _ Section 2.01....._ Education to .Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who axe housed in Department licensed and/or funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Cade § 29.012 not Iaer than the third calendar day after the date a person who is twenty-two {22) years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor maybe called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Disaster services shall be carried out in the manner most responsive to the needs of the emergency, be cost effective, and be least intrusive on the primary services of the Contractor. Section 2A3 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, the treatment of a minor shall be provided only if informed consent to treatment is obtained pursuant to Tex. Fam. Code, Chapter 32 relating to consent to treatment of a child by a ~`, General Provisions (Core Subrecipient 2009) 6/S/0$ Page S of 38 ,~ I any family member or friend ofthe client as an interpreter far essential communications with a client with limited English proficiency unless the client has requested that person and the use of such a person would not compromise the effectiveness of services or violate the client's conf dentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status, Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a corporation, certif es by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas ar that it is exempt from payment of franchise taxes under Texas law {Tex. Tax Cade §§ 171.001 et seq., as amended). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax ar corporate status is a material breach of this Contract. if franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that_is awed to the State of Texas. Section 3.03 Use of Funds. Contractor agrees tha# it shall expend Department funds only for the provision of approved services and for reasonable and allowable expanses directly related to those services. Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this Contract shall not be used for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment andlor earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, the addition alternative, as provided in UGMS § ~ 25{g)(2), for the use of program income shall be used by Contractor to further the program objectives of the state or federal statute under which the Program Attachment was made, and it shall be spent on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to the succeeding term. Program income not expended in the term in which it is earned shall be refunded to DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, General Provisions (Core Subrecipient 2004) 5/S/08 Page 7 of 3$ assigned to the Program Attachment to justify the need for a working capital advance. The working capital advance must be liquidated as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http a/www. dshs state.tx. us/contracts. Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of the Program Attachment{s}, for contracts with categorical budgets, Contractor shall submit quarterly FSRs to Accounts Payable by the thirtieth calendar day ofthe month following the end of each quarter of the Program Attachment term for Department review and financial assessment. The final FSR must be submitted not later than sixty (60) days following the end of the applicable term. Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local, and private funding sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall: {a} enroll as a providex in Children's Health Insurance Plan and Medicaid if providing approved services authorized under this Contract that maybe covered by those programs, and bill those plans for the covered services; {b) provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amourit of the deductible and to bill the Department for the deductible; (d) not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request far reimbursement to Department; and (g) provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt ~of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this ,Contract. Contractor is entitled to payment or reimbursement only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (Tex. Gov. Code Chapter 225 i). Contractor must comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance is subject to audit or review by the Department. Section 5.42 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures or overpayments that Contractor General Provisions (Core Subrecipient 2009) 6/5/08 Page 9 of 3 8 Non-Proft Organizations OMB Circular A-122 OMB Circular A-133 and UGMS UGMS; OMB Circular A-I 10 and applicable Federal awarding agency ca.mmon rule For-profit 48 CFR Part 31, Program audit UGMS and applicable Organization other Contract Cost conducted by an Federal awarding than a hospital and an Principles independent agency common rule organization named in Procedures, or certified public OMB Circular A-122 uniform cast accountant in as not subject to that accounting accordance with circular. standards that Governmental comply with cost Auditing principles Standards. acceptable to the federal or state awarding agency A chart of applicable common rules is located on the Internet at http://www_whitehouse.gov/omb/grants/chart.htmi. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the'event of a conflict. _ _.. ___.__._.___.__ ___._ . Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at Ieast $500,000 in state funds awarded or at least $500,000 in federal funds awarded, Contractor must have a single audi# orprogram-specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133, the Single Audit Act of 19$4, P L 98-502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat: 1396. The $500,000 federal threshold amount includes federal funds passed through by way of state agency awards. The HHSC Office of Inspector General (OIG) will notify the Contractor to complete the Single Audit Determination Registration Form. If Contractor fails to complete the Single Audit Determination Form within thirty (30) days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. The audit shall be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and Uniform Grant Management Standards (UGMS) located on the Internet at httDa/www.~overnor.state.tz~.us/divisions/state~xantsl~uidelineslfiles/UGMS062004.doc. Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a governmental entity, shall competitively re-procure independent single audit services every five (5) years and shall not use the same lead or coordinating audit partner (having primary responsibility for the audit) to conduct the independent audit for more than five (S) consecutive years. Procurement of audit services must comply with the procurement standards of 45 CFR Part 74 or 92, as applicable, including obtaining General Pra~isions {Core Subrecipient 2009) 61510$ Page 11 of 38 Safety Code § 614.017(a)(2} relating to special needs offenders, to an agency described in Tex. Health & Safety Code ~ 614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor must maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent front the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another DSHS-funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS {human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Tex. Health & Safety Code § $5.112-114. A link to the Model Workplace Guidelines can be found at htt :1/www.dshs.state.tx.us/hivstd/ olio / df/090021. df. ARTICLE VIII RECORDS RETENTION Section $.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes and regulations. At a minimum, Contractor shall retain and preserve all other records, including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four {4) years after the termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, shall apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, § 165.1 {b) and {c) or other applicable statutes and regulations governing medical information. Contractor shall ensure that this provision concerning records retention is included in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four {4) years from the date Contractor ceases business ar from the termination date of this Contract, whichever is sooner. Contractor shall provide the name and address of the party responsible for storage of records to the Division Contract Management Unit assigned to the Program Attachment. General Provisions (Core Subrecipient 2009) b/S/0$ Page 13 of 38 Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractars/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Farm as required by the Department located at www.dshs.state.tx.uslchildabusereporting. Contractor shall retain reporting documentation an site and make it available for inspection by DSHS. Section 10.42 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the Division Contract Management Unit assigned to the Program Attachment significant incidents involving substantial disruption of prograrn operation or potentially affecting Department-funded clients or participants within seventy-two {72) hours of discovery. Section 14.43 Litigation. Contractor shall notify the Division Contract Management Unit assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven (7} calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, including environmental and civil rights matters, professional liability, and employee Iitigation. Notification shall include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any.. Section 14.44 ..Action Against the Contractor. Contractor shall notify the Division Contract Management Unit assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any Iacal, state or federal department or agency or nonprofit entity within three (3) working days of the suspension or termination. Such notification shall include the reason for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the contract; and the contract or case reference number. If the Contractor, as an organization, has surrendered its license or has had its license suspended or revoked by any local, state ar federal department or agency ornon-profit entity, it shall disclose this information within three {3) working days of the surrender, suspension ar revocation to the Division Contract Management Unit assigned to the Program Attachment by submitting a one page description that includes the reason(s) fox such action; the name and contact information of the local, state or federal department ar agency or entity; the date of the license action; and a license or case reference number. Section 14.45 Insolvency. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission {TWC) within three {3}working days of the date of determination that Contractor is insolvent or incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachment of its plan to seek bankruptcy protection within three {3} working days of such action by the Contractor's board of directors. Section 14.06 Misuse of Fends. Contractor shall report to the Division Contract Management Unit assigned to the Program Attachment and to the SAO, any knowledge of debarment, suspected fraud, program abuse, passible illegal expenditures, unlawful activity, or violation .of financial laws, rules, General Provisions {Core Subrecipient 2009) 615108 Page 15 of 38 e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant; g} neither it, nor its principals have within the three-year period preceding this Contract, has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or public transaction, violation of federal or state antitrust statutes (including those proscribing price fixing between competitors, allocation of customers between competitors and bid rigging), or commission of embezzlemenk, theft, forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction of}ustice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h} neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity -{federal, state or local) with the commission of any of the offenses enumerated in subsection g) of this section; and i) neither it, nor its principals within athree-year period preceding this Contract has had one or mare public transaction {federal, state or local) terminated for cause or default. Contractor shall include the certifications in this section, without modification (except as required to make applicable to the subcoritractor), in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the Division Contract Management Unit assigned to the Program Attachment. if Contractor's status with respect to the items certified above changes during the term of this Contract, Contractor shall immediately notify the Division Contract Management Unit assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. liam. Code § 231.006, a child support obligor who is more than thirty (30} calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25°/a) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive astute-funded grant or loan. If applicable, Contractor agrees to maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract maybe terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services set forth in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized.representative ofthe General Provisions (Core Subrecipient 2009} 9/10/08 Page 17 of 38 and materials received from Department. The responsibility of Contractor's governing board shall also include accountability far compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing board shall ensure separation of powers, duties, and functions of board members and staff. Staff members, including the executive director, shall not serve as voting members of the Contractor's governing board. No member of Contractor's governing board, ar officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity (as defined in Tex.Gov. Code Chapter 573) to the member of the governing body or the off cer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two {2) years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions shall also apply to the governing board, officers and employees of Contractor's subcontractors. lgnarance of any Contract provisions or other requirements contained or referenced in this Contract shall not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments, which is available at the Department's web_site;__ ___ htt a/www.dshs.state.tx.us/contracts. Contractor shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements ofUGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements shall include at a minimum: a) financial plaiuting, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b} financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided undex each Program Attachment of this Contract, origins! source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger; and c) effective internal and budgetary controls; comparison of actual costs to budget; determination of reasonableness, allowableness, and allacability of costs; timely and appropriate audits and resolution of any findings; billing and collection policies; and a mechanism capable of billing .and making reasonable efforts to collect from clients and third parties. General Provisions (Care Subrecipient 2009} 9110108 Page 19 of 38 that its current Cast Allocation Plan for the current year is the same as that submitted to DSHS for the previous year. In the event that the Cost Allocation Plan changes during the Contract term, Contractor must submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty (30} calendar days after the effective date of the change. Cost Allocation Plan must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http;//www.dshs.state.tx.us/contracts. Section 12.09 Reporting for Unit Rate and Fee For Service Contracts. Contractor shall submit reports concerning unit rate and fee-far-service contracts to the Department in accordance with the requirements stated in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.uslcontracts. Section 12.10 Historically Underutilized Businesses (HUSs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encoura ed to make a goad faith effort to consider subcontracting with HUBS as set g forth m Tex. Gov. Code Chapter 21b1 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may obtain a list of HUBs at tt ://www.window.state.tx.us/ rocurement/ ro /hub. If Contractor has 1 filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. if Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor agrees to make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin. Code § 20.1 b(c). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. -Code § 2155.4441. Section 12.12 Contracts~with Subrecipient Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into an agreement equaling or exceeding $100,000, Contractor shall obtain written approval from DSHS. Contracts with subcontractors shall be in writing and include the following: a) name and address of all parties; b) a detailed description of the services to be provided; c) measurable method and rate of payment and total amount of contract; d) clearly def ned and executable termination clause; e) beginning and ending dates that coincide with the dates of the applicable Program Attachment{s} or that cover a term within the beginning and ending dates of the applicable Program Attachment(s); f) access to inspect the work and the premises on which any work is performed, in accordance with the Access and Inspection Article in these General Provisions; and g) a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall monitor subcontractors for both financial and programmatic performance.and shall maintain pertinent General Provisions (Core Subrecipient 2009) 6/S/08 Page 21 of 38 Section-12.1$ Notice of Organizational Change. Contractor shall submit written notice to tl~e Division Contract Management Unit assigned to the Program Attachment within ten {10} business days of any change to the following: Contractor's name; contact information; key personnel, officer, director or partner; organizational structure; legal standing; or authority to do business in Texas. A change in Contractor's name requires an amendment to this Contract in accordance with the Amendments section of these General Provisions. Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment (Including Controlled Assets) Purchases. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of mare than one year and an acquisition cost of $5,000 or more, and "controlled assets." Controlled assets include firearms regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more: desktop and laptop computers, non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Contractors on a cost reimbursement payment method shall inventory all equipment. If the purchase of equipment is approved in writing by the Department, Contractor is required to initiate the purchase of that equipment in the first quarter of the Contract or Program Attachment term, as applicable. Failure to initiate the purchase of equipment may result in loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of .the Program Attachment must_be submitted to the Division Contract Management_Unit assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, off ce supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. Section 12.22 Changes to Equipment List. All items of equipment purchased with funds under this Contract shall be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to purchase of equipment. Contractor shall submit to the Division Contract Management Unit assigned to the Program Attachment, a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request, as appropriate. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain a nonexpendable personal property {equipment and controlled assets) inventory and submit an annual cumulative report to the Department's Contract Oversight and Support Section, Mail Cade 1326, P.O. Box 149?47 Austin, Texas 78714-9347, no later than October 15th of each year. The form for this report (Form GC-11) is located on the DSHS website at http:/lwww.dshs.state.tx.us/cantractslforms.shtm. Contractor shall administer a program of General Provisions {Core Subrecipient 2009) 6/S/08 Page 23 of 38 ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, or in any equipment purchased with funds from this Contract, without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov Code § SS6.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract to pay any person for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an offcer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modif cation of any contract {31 USCA § 1352, as amended, and UGMS). If at any time this Contract exceeds $10U,000 of federal funds, Contractor shall file with the Division Contract Management Unit assigned to the Program Attachment a declaration containing the name of any registrant under the >;.,obbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration, certification, and disclosure at the time of application for this Contract; upon execution of this Contract unless Contractor previously -filed a declaration, certification, or disclosure form in connection with the award; and at the end of _. -- each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any declaration, certif cation, or disclosure previously filed. Contractor shall _ require any person who requests or receives a subcontract to f le the same declaration, certification, and disclosure with the Division Contract Management Unit assigned to the Program Attachment. Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in FMB Circulars A-122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section_.27 and A-21 paragraphs 17 and 24. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not have nor shall it knowingly acquire any financial or other interest that would conflict in any manner with the performance of its obligations under this Contract. Potential conflicts of interest include, but are not limited ta, an existing or potential business or personal relationship between Contractor, its principal (or a member of the principal's immediate family), or any affiliate or subcontractor and Department or HHSC, their commissioners, of£cers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to the Frogram Attachment the name, address and telephone number of the related party, how the party is related to the Contractgr and the work the related party will perform under this Contract. A related General Provisions {Core Subrecipient 2009) 6/5/08 Page 25 of 38 any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. . e) If the results of the contract performance are subject to copyright law, the Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the Division Contract Management Unit assigned to the Frogram Attachment. Section 13.Od Other Intangible Property. At the conclusion of the contractual relationship between Department and the Contractor, for any reason, Department shall have the sole ownership rights and interest in all non-capyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or antler any grant that funds this Contract, such as domain names, U}ZLs, etc. Contractor shall coagerate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, ar otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of this Contract. Section 13.07 5everability and Ainbigerity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 13.08 Legal. Notice... Any notice required or permitted to be given by the provisions of this Contract shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Forty at the address first given above {or at such other address as the Party shall specify to the other Party in writing) or, if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. . Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and shall not. be construed in any way to define, limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they aze entities fully familiaz with transactions of the kind reflected by this document, and aze capable of understanding the terminology and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Frogram Attachment for any reason shall not release either Party from any liabilities or obligations set forth in this Contract that (a) the Parties have expressly agreed shall survive any such termination or expiration, or (b} remain to be performed or {c) by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. The Department may terriporariiy assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the General Provisions (Core Subrecipient 2U09) 6/5/Q8 Page 27 of 38 a) cumulative budget line item transfers among direct cast categories, other than the equipment category, that exceed 10% of Program Attachments of $100,000 or more, provided that the total budget amount is unchanged; b) line item transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) .change in equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget, {For example, purchase of XYZ brand computer instead of approved ABC brand computer with essentially identical features as the XYZ computer); e) changes in the equipment category of a previously approved equipment budget (other than acquisition of additional equipment, which requires an amendment to this Contract); f) changes specified in applicable OMB Circular cost principles as requiring prior approval, regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums, membership fees); and g} changes to community sites, independent school districts or schools, in substance abuse Program Attachments. In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract Revision Request form from the DSHS website and complete the form as directed by the Deparktnent. Two copies of the completed farm must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the Division Contract Management ,Unit assigned to the Program Attachment: Any approved revision -- - --- - - will not be effective unless signed by the DSHS Director of Client Services Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision under this section. Section 13. I S Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, lasses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 13.24 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non-action yr default under this Contract shall not constitute a waiver of either Party's rights under this Contract. Section 13.21 Technology Accessibility. If performance under this Contract includes the development, modification or maintenance of a website or other electronic information resources far General Provisions (Core Subrecipient 2009) 615108 Page 29 of 3 8 services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or mare remedies or sanctions for each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible far complying with all of the terms of this Contract. The listing of or use of one or more of the remedies ar sanctions, listed below does not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. If the Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the actions listed below: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination, the Department will inform Contractor of the termination no less than thirty-one {31) calendar days before the effective date of the termination in a notice of termination. The notice of termination will state the effective date of the termination, the reasons for the termination, and, if applicable, alert the Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. The Contractor agrees that it shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is, depending on the context, either {1) the - _ temporary withdrawal of Contractor's authority to obligate funds pending corrective action by - - - --- -- Contractor or its subcontractor{s} or pending a decision to terminate or amend this Contract, or {2) an action taken by a suspending official in accordance with Department rules to inunediately exclude a person from participating in contract transactions for a period of time, pending completion of an investigation and such legal or debarment proceedings as may ensue. Contractor may not bill DSHS for services performed during suspension, and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c} deny additional or future contracts or renewals with Contractor; d) reduce funding if the Contractor fails to provide services or goods consistent with performance expectations described in this Contract; e} disallow costs and credit for matching funds, if any, for all or part of the activities ar action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance, if applicable, or reimbursements or payments to Contractor far proper charges or obligations incurred, pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g} permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed, inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract provisions; or (3) indebtedness to the United States or to the State of Texas; General Provisions (Core Subrecipient 2009} fi/S/08 Page 31 of 38 reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within ffteen (15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response shall state haw Contractor shall correct the noncompliance or demonstrate in writing that the findings on which the remedies or sanctions} are based are either invalid or do not waiTant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall take corrective action. If DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time Iimit stated in the demand letter, and ifrecoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor. Section 14.04 Emergency Action. In an emergency,.Department may inunediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny contract xenewal or future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as the following: a} Contractor is noncompliant and the noncompliance has a direct adverse impact on the public ar client health, welfare or safety. The direct adverse impact may be programmatic or ' - - - -- - - -- financial and may include failing to provide services, providing inadequate services, ..--- - -- providing unnecessary services, or utilizing resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b} Contractor is expending funds inappropriately. - Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process- for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §~ 1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS: Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invokeck A copy of the notice shall also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260, subchapter C. General Provisions (Care ~ubrecipient 2009) 615108 ~ Page 33 of 38 competing ar noncompeting continuation, renewal, extension, or supplemental award; or {4) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Termination Without Cause. a} Either Party may terminate this Contractor a Program Attachment, as applicable, with at least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services, Contractor must give the Department at least ninety (90) calendar days prior written notice and must submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) Either Party may terminate this Contract or a Program Attachment with at least thirty (30} calendar days prior written notice to the other Party in the event funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendments to the Appropriations Act, health and human services consolidations, or any disruption of current appropriated funding for this Contract or Program Attachment. d) Department may terminate this Contract or a Program Attachment immediately when, in the sole determination of Department, termination is in~the best interest of the State of Texas. Section 1 d.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or_for any_ather_conduct that jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: a) a court of competent jurisdiction finds .that Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without suff cient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fitlfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor, its agent or another representative offered or gave a gratuity {e.g., entertainment or gift) to an off cial or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting ar preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Tex. Gav. Code § 2155.004; g} Contractor appears to be financially unstable. Indicators of f nancial instability may include one or mare of the fallowing: 1) Contractor fails to make payments; 2) Contractor makes an assignment for the benefit of its creditors; General Provisions (Core Subrecipient 2009} 6/5/08 Page 35 of 38 terminated far cause is not eligible for expansion of current contracts, if any, or new contracts or ' renewals until the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to refund. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor inay request an administrative hearing under Tex. Gov. Cade Chapter 2001. ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION Section I S.DI Cessation of Services At Closeout. Upon expiration of this Contract oz Program Attachment, as applicable, {and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease services under this Contract ar Program Attachment and shall cooperate with DSHS to the fullest extent passible to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or other entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal, the Contractor agrees to immediately begin to transition recipients of services to alternative service providers, as needed. Contractor also agrees to completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after _ _ __ termination or expiration of this Contract or Program Attachment, or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration ornon-renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department shall have the right to administratively offset amounts awed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all, financial, performance, and other Closeout reports required under this Contract within sixty {60) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60) calendar days after the Contract or Program Attachment end date. Section 1$.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount to which the Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due. Contractor shall pay any refund amount due within the time period established by the Department. Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or the Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions. Section 18.06 Contract Reconciliation. If Contractor is required to annually reconcile multi-year contracts, Contractor, withiis~ sixty (60) calendar days after the end of each year of this Contract, shall General Provisions (Core Subrecipient 2009) 615108 Page 37 of 38 CONTRACT N0.2009-030102- PROGRAM ATTACHMENT NO.001 PURCHASE ORDER N0.000034~k018 CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) DSHS PROGRAM NSS-WIC LOCAL AGENCY-NOIMM TERM: 10/01/2008 THRU:09/3012009 SECTION I. STATEMENT OF WORK: Contractor shall administer the Department of State Health Services (DSHS} Special Supplemental Nutrition Program far Women, Infant, and Children {WIC} to provide supplemental food instruments, nutrition education, and counseling to enhance good health care at na cost to low-income pregnant and postpartum women, infants and children identified to be at nutritional risk. Contractor shall complete the following: A. Perform professional, administrative and clerical services necessary to determine eligibility, provide food instruments, and provide appropriate nutrition education and counseling to qualif ed women,- infants and children in a specified geographic ;area. Contractor shall ensure adequate staff coverage and uninterrupted delivezy of services. Services shall be performed according to the terms and specifications of DSHS Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) andlor the United States Department of Agriculture (USDA) as referenced in this contract Attachment. During the term of this contract Attachment, USDA will issue regulations, instructions, policies andlor directives, which may be incorporated ,into the DSHS WIC Program Policy and Procedures Manual and program rules. Contractor shall provide services in the authorized geographic service area(s) described in Contractor's application and agreed to by DSHS. Contractor can change the authorized geographic service area{s) with written approval from DSHS. If DSHS disagrees on change of geographic service areas}, Contractor may terminate this contract Attachment with at least thirty (30) days written notice. B. Assist in the collection of data that will identify benefts of this nutrition intervention program and furnish f nancial, health, nutrition education and any other special reports in a timely manner as required by DSHS WIC Program's written rules and policies for the compilation of such data. C. Determine eligibility of applicants through assessment of their categorical income, residence and nutritional status, and provide nutrition education and counseling to eligible participants. PROGRAM ATTACHMENT -Page D. Appoint a Contractor WIC DirectorlSupervisor. E. Train Contractor's Local Agency staff F. Submit the following reportslplans by the due date: 1. Monthly Incentive Funding Summary Report by the 15~' day of the following month; 2. WIC Local Agency Performance Measure Report by the 15~` day of the following month; and 3. WIC Information System Environment (WISE) Cost Report by Apri130, 2009. G. Conduct outreach to potential participants. H. Complete surveys as requested. I. Complete WiC Vendor Evaluation Forms and return to the DSHS within twenty-one {2I) days of receipt or approved extension. J, Determine participants' access to health care, medical care and other human services, and make appropriate referrals. Contractor shall have a system in place to provide participants with appropriate health services or make appropriate referrals to health care - -providers under written agreements that ensure confidentiality of participants' personal - - ------- - - information. K. Issue pre-numbered food instruments furnished by DSHS to qualified participants who shall use such instruments to obtain specified food items from participating vendors; maintain complete accountability .and security of all food instruments received from DSHS. Contractor shall. be held financially responsible for all unaccounted for food instruments and/or for the redeemed value of those issued to ineligible participants. In addition, Contractor shall be held financially liable for issuance of infant formula instruments that are not authorized or prescribed according to the WIC Policy and Procedures Manual. L. Permit DSHS or its agent to install a Very Small Aperture Texminal (VSAT) at all Contractor WIC clinics and administrative offices using Texas-WIN software on a network or stand alone personal computer. Installation at all Contractor permanent WIC sites is required. VSAT installation for new sites or sites moving from one location to another requires a minimum of 30 days notice. Connect portable computers (notebook or laptop} that use Texas-WIN software daily to a (VSAT} and transfer data to DSHS. Daily is defined as Monday -Friday and Saturday if WIC services are provided. Portable computers may go to any-of the Contractor's WIC sites for data transfer. PROGRAM ATTACHMENT ~- Page 2 M. Review the immunization records of WIC Program applicantslparticipants to ensure that immunizations are current. Make appropriate referrals to health care providers for necessary immunizations. N. Offer services during extended hours of operation outside the traditional times of 8:00 a.m. to 5:00 p.m., Monday through Friday, according to the Contractor's Annual Plan of Operations as approved by DSHS and incorporated by reference. O. Implement or expand Contractor's Breastfeeding Peer Counseling program to provide training and salary of peer counselors who assist pregnant and breastfeeding WIC participants in normal breastfeeding situations. This funding item is contingent upon availability and whether participation is requested by Contractor and approved in writing by DSHS. P. Implement special projects according to DSHS-approved plan related to nutrition education, outreach ar breastfeeding if project is requested by Contractor and approved by DSHS. Funding for special projects is contingent upon availability and approval of the Contractor's plan for the special project in writing by DSHS. Q. ~ Implement lactation services for WIC participants who have breastfeeding problems that are beyond the expertise of Contractor's local WIC staff andlor peer counselors using International Board Certified Lactation Consultants or the most qualified equivalent. Lactation services inay also include Contractor's Local WIC -Agencys#aff training an --. -- -- . the provision of lactation equipment. DSHS will provide written approval of Contractor's-plan to use lactation funding. Contractor's plan shall include qualifications of any non-board certified lactation consultant, which is included in the proposal. R Ensure adequate staff covexage and uninterrupted delivery of .WIC services if any member of Contractor's staff is approved in writing by DSHS to participate in DSHS Dietetic Internship program. This internship will consist of no less than 900 hours of supervised Teaming experiences in a variety ofnutrition-related facilities and will prepare Contractor's selected staff member to better meet the needs of WIC participants. S. ~ Stock DSHS-provided manual pumps, single-user and multi-user electric breast pumps and collection kits and distribute the appropriate pumps and/or kits to eligible WIC participants. T. Implement or expand Contractor's use of a Registered Dietitian {RD} to provide an array of technical services. Obtain the services of a RD who is registered with the Commission on Dietetic Registration to provide services for Contractor such as: assistance with quality assurance, staff training, assistance with the Annual Nutrition Education and Breastfeeding plan, individual counseling for high-risk participants, and facilitated discussion classes. PROGRAM ATTACHMENT -Page 3 3 Contractor shall comply with alI applicable federal and state laws, rules, regulations, standards, and guidelines in effect on the beginning date of this Attachment as amended, including, but not limited to: 1. Uniform Federal Assistance Regulations, 7 CFR Parts 1S, 15a, lSb, 246, 248, 3016, 3017 and 3018; 2. WIC Program and Farmers' Market Nutrition Program Rules, 25 Texas Administrative Code, §§ 31.11-31.37; and 3. Child Nutrition Act of 1966, as amended, 42 USC 1756. The following documents are incorporated by reference and made a part of this contract Attachment: 1. DSHS Standards for Public Health Clinic Services, revised 3anuary 31, 2004; 2. USDA Faod and Nutxtion Service (FNS} Guidelines; 3. USDA FNS Instructions issued under the FNS Directives Management System; and 4. Current WIC Policy and Procedures Manual. Within thirty (30) days of receipt of an amended standard{s) ar guideline{s), Contractor shall inform DSHS, in writing, if it shall not continue performance under this contract Attachment in compliance with the amended standard{s} or guideline(s). DSHS may terminate the contract Attachment immediately ar within a reasonable period of time as determined by DSHS. All activities related to WIC, including timeframes, budget, and any revisions shall be approved by DSHS. SECTION II. PERFORMANCE MEASURES The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this contract Attachment, without waiving the enforceability of any of the other terms of the contract. Contractor shall ensure: 1) An average of 45% of families a quarter who participate in DSHS WIC Program by receiving food instruments shall also receive nutrition education classes or individual counseling services to coincide with food instrument issuance; 2} Of ,all pregnant women who enter DSHS WIC Program, an average of 20% a quarter shall be certified as eligible during the period of the f rst trimester of their pregnancy; 3} An average of 85.5% of clients a quarter why are enrolled in DSHS WIC Program, excluding dual participants, transfer locked andlor migrant clients, shall participate as food instrument recipients each month {breast-feeding infants are also included in the client count); and PROGRAM ATTACHMENT -Page 4 4) 98% of participants who indicate during the enrollment process of DSHS WIC Program that they have no source of health care shall be referred to at least one (1) source of health care at certification of eligibility. Contractor shall submit the WIC Local Agency Performance Measure Report which describes Contractor's efforts towards meeting assigned annual targets as described in items 1-4 of the performance measures. The report shall be in an approved format as provided by DSHS, and shall be completed and submitted to DSHS within fifteen (15) calendar days after the end of each month. SECTION III. SOLICITATION DOCUMENT: NIA SECTION IV. RENEWALS: DSHS may renew this contract for one renewal period if funds are available. 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 Financial Status Reports {FSR} and submit by electronic mail to DSHS Contract Development and Support Branch at WicVouchers(a~dshs.state.tx.us SECTION.VII. BUDGET: SOURCE OF FUNDS: CFDA # 10.557 All categories of costs billed to DSHS WIC Program, and allocation of such casts, shall be in accordance with the "Plan to Allocate Direct Casts" {PADC) submitted by Contractor and approved by DSHS WIC Program. This document is incorporated herein by reference and made apart of this contract Attachment. SECTION VIII. SPECIAL PROVISIONS: General Provisions, Compliance and Reporting Article, Section 1.07, Statutes and Standards of General Applicability, is hereby amended to include the following: All provisions ,required by implementing the regulations of the Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for Enforcement of Title VI, Civil Rights Act of 1964; 28 CFR § 50.3 and 28 CFR Part 42; and Food & Nutrition Service (FNS) directives and guidelines, to the effect that no person will, an the grounds of race, color, national origin, sex, age, or disability be excluded from participation under any program or activity for which Contractor receives federal financial assistance from FNS; and hereby gives assurance that it shall immediately take measures necessary to implement this contract Attachment. PROGRAM ATTACHMENT -Page 5 Contractor shall compile data, maintain records and submit reports, as required, to permit effective enforcement of the nondiscrimination laws and permit authorized USDA and State of Texas personnel, during normal working hours, to review such records, books, and accounts as needed to ascertain compliance with the nondiscrimination laws. The Department of Agriculture, Food and Nutrition Service {USDA), has the right to seek judicial enforcement if Contractor violates any nondiscrimination laws. This Assurance is binding on Contractor, its successors, transferees, and assignees, as long as they receive assistance or retain possession of any assistance from the Department of Agriculture. The person or persons whose signatures appear on the Core Contract are authorized to sign this Assurance on behalf of Contractor. Contractor shall comply with all of the requirements of the current WIC Policy and Procedures Manual and Program rules as well as state and federal laws and amendments governing or regulating the WIC Program. A copy of the current WIC Policy and Procedures Manual has been made available to Contractor. The WIC Policy and Procedures Manual, and all revisions made to the WIC Policy and Procedures Manual are incorporated into this Agreement by reference. Contractor has a duty to become familiar with the contents and procedures contained within the WIC Policy and Procedures Manual. Contractor is responsible for ensuring that employees or agents acting on behalf of Contractor comply with all of the requirements of the WIC Policy and Procedures _ -_ Manual, Program rules and all state and federal laws and amendments governing an - - regulating the WIC Program. General Provisions, Payment .Methods and Restrictions Article, Section 4A1, Payment Methods, is hereby modified to include the following paragraphs: The participant caseload will be assigned by DSHS by giving written notice to Contractor. The participant caseload is subject to change upon written notice to Contractor from DSHS with Contractor's concurrence. Contractor assumes liability fox all food costs resulting from Contractor exceeding its assigned caseload. The number of individuals served in excess of assigned caseload are not to be included in the calculation of earned administrative- funds as described below. DSHS will reimburse Contractor far administrative costs incurred when determining eligibility, providing appropriate nutrition education and counseling, issuing food instruments, making participant referrals, vendor evaluation, outreach, Start-up costs and general administrative support. Administrative costs will be reimbursed based on actual costs, but not to exceed .the "maximum reimbursement" set out below, based upon the sum of the participants who actually receive food instruments each month plus infants who do not receive any food instruments whose breastfeeding mothers were participants to the extent that the total so derived does not exceed Contractor's total assigned caseload within any given month. Surplus funds (the amount by which maximum reimbursements exceed actual costs) can PROGRAM ATTACHMENT -Page 6 be accumulated and carried forward within the contract Attachment term. Surplus encumbered by September ~0 shall be billed and vouchers received by DSHS no later than sixty (~Q) calendar days following the term of the program attachment. PARTICIPANTS SERVED PER MONTH MAXIMUM REIMBURSEMENT: During the term of the contract Attachment, Contractor shall earn administrative funds at the rate of $11.55 for each participant served as defined above. DSHS may pay for additional goods or services as specified in this Attachment if provided by Contractor during the term of this Attachment {but not otherwise paid during the term of this Attachment) if it is in the best interest of DSHS to do so, and funds are available. The Contractor will be notified if a change in funding occurs and will have thirty (30) days to provide written notice to the DSHS if it intends to terminate this contract. Attachment. Contractor agrees that: (1) Contractor shall identify and document separately not less than 19% of total administrative costs as expenditures directly related to nutrition education and - - cauriselirig~ -If wi#hin the fiscal year, the contractor implements the -Electronic Benefits Transfer (EBT) system, this requirement will not apply for the month of implementation and the following three months. Nutrition education and counseling expenditures shall be supported by documentation of participant attendance or non-attendance within the DSHS WIC Program. (2) DSHS will reimburse Contractor for administrative expenses at a rate not greater than 5:26 times the amount of properly documented expenditures for nutrition education and counseling, but not more than is earned based on actual participation not to exceed Contractor's assigned participant caseload, plus any incentive funds allocated to Contractor by DSHS. However, if the contractor implements the Electronic Benefits Transfer (EBT} system, this requirement will not apply far the month of implementation and the following three months. (3} DSHS will limit (cap) Contractor's indirect costs to twenty (20) percent applied to Contractor's total direct salaries plus benefits reimbursed by DSHS. (4} DSHS will identify annually to Contractor an amount of funds that shall be spent for breastfeeding promotion. The allocation of breastfeeding funds to Contractor will be based on Contractor's proportional share of the statewide combined total of pregnant and breastfeeding participants as reported to DSHS WIC Program. (5} DSHS WIC Program also reserves the right to withhold a proportionate amount of earned administrative funds when evidence exists that nutrition education andlor PROGRAM ATTACHMENT -Page 7 breastfeeding promotion is not being provided by Contractor, or Contractor is not complying with the provisions of USDA and/or DSHS directives. (6) DSHS may renew this contract agreement for each subsequent fiscal year. (7) DSHS reserves the right to utilize a competitive offering for the award of any future contracts at the end of the term of this contract Attachment. (8) DSHS may amend or terminate this contract Attachment if available funds become reduced, depleted, or unavailable during the term of the contract Attachment to the extent that the WIC Program is unable to provide administrative funding at the rate(s) shown above. DSHS will provide written notification to Contractor of such fact. {9} DSHS may pay for additional services as specif ed in this contract Attachment if provided by Contractor during the term of this contract Attachment (but not otherwise paid during the, term of this contract Attachment} if it is in the best interest of DSHS and DSHS WIC Program to do so. If Contractor exceeds the amount of earned administrative funds as stated above, Contractor shall continue to bill DSHS for the services provided. If additional funds become available at a later date for the provision of these services, DSHS WIC Program may pay Contractor a share of these funds. (10) DSHS may provide incentives to Contractor's Local WIC Agencies for participants who are provided WIC services outside the normal traditional hours to the extent that federal fiinding is available. (11) DSHS may adjust the~base reimbuxsement rate defned above during the term of this contract Attachment if it is in the best interest of DSHS and DSHS WIC Program. and if administrative WIC Grant funds change. Contractor shall indicate separately on the face of the claim for reimbursement (State of Texas Purchase Voucher, Form B-13) the costs associated with nutrition education, breast-feeding, and other administrative costs. General Provisions, Payment Methods and Restrictions Article, Section 4.04, Working Capital Advance, is not applicable to this contract Attachment. However, Contractor will be allowed the option of receiving a two (2) month cash advance in accordance with WIC Program Policy and Procedures. General Provisions, Records Retention Article, Section 8A1, Retention, shall be replaced with the following: RecordkeeRing requirements. Contractor shall maintain full and complete records concerning Program operations. Such records shall comply with 7 CFR Part 3016 and the following requirements: PROGRAM ATTACHMENT -Page 8 t ~i (1) Records shall include, but not be limited to, information pertaining to financial operations, food delivery systems, food instrument issuance and redemption, equipment purchases and inventory, certification, nutrition education, civil rights and fair hearing procedures. (2) All records shall be retained far a minimum of three years following the date of submission of the final expenditure report for the period to which the report pertains. If any ~ litigation, claim, negotiation, audit or other action involving the records has been started before the end of the three-year period, the records shall be kept until all issues are resolved, or until the end of the regular three-year period, whichever is later. If USDA deems any of the WIC program records to be of historical interest, it may require DSHS or the Contractor to forward such records to the USDA whenever either entity is disposing of them. (3} Records for nonexpendable property acquired in whole or in part with WIC program furfds shall be retained for three years after its final disposition. (~) All records shall be available during normal business hours for representatives of the USDA, DSHS, and the Comptroller General of the United States to inspect, audit, and copy. Any reports or other documents resulting from the examination of such records that are publicly released may not include conf dential applicant or participant information. General Provisions, Notice Requirements Article, Section 10.01, Child Abuse Reporting Requirement, is hereby amended to include the following: _ __ _____ __ If Contractor chooses to interview a client to determine if an affirmative defense to prosecution exists, as defined by DSHS, which would allow them under the DSHS policy to not make a report of child abuse, the Contractor shall conduct these interviews in the following manner: • For ineligible clients, the interview shall be conducted after the entire WIC visit is done. For eligible clients, the interview may occur at the point in time when all WIC activities, including communication of eligibility and individual counseling, are completed with the exception of food voucher issuance. • The interview shall be conducted only by a competent authority or a supervisor and in a confidential setting. • Prior to asking the client any questions, the interviewer shall inform the client that the questions have no bearing on their WIC eligibility and receipt of services. General Provisions, General Business Operations of Contactor Article, Section 12.02, Management and Control Systems, Item a, regarding internal budgeting and item c, regarding billing, collection, and fee schedules are not applicable to this contract Attachment. General Provisions, General Business Operations of Contractor Article, Section 12.06, Overtime Compensation, is not applicable to this contract Attachment. PROGRAM ATTACHMENT -Page 9 General Provisions, General Business Operations of Contractor Article, Section 12.20, Equipment and Controlled Assets Purchases, last three sentences of this section are not applicable to this contract attachment. General Provisions, General Business Operations of Contractor Article, Section 12.23, Property Inventory and Protection of Assets, is amended to include the following: Contractor shall also maintain an inventory of equipment and designated reportable assets placed in the custody of the Contractor by DSHS. Contractor shall submit an annual cumulative report to DSHS Property Management Group in a format and delivery date designated by DSHS. Contractor shall administer a program of maintenance, repair and protection of assets under this Contract so as to assure their full availability and usefulness. in the event Contractor is indemnif ed, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assess provided under this Contract, it shall use the proceeds to repair or replace said assets. General Provisions, General Business Operations of Contractor Article, Section 12.26, Property Acquisitions, is not applicable to this contract attachment. PROGRAM ATTACHMENT -Page 10 TE it ~' ~ ~~ TEXAS DEPARTMENT OF STATE HEALTH SERVICES ~ ` ~:~ CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS GRANTS LOAN5 AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief that: (i} No federal appropriated funds have been paid ar will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence art officer or an employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the malting 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, ar 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, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL; "Disclosure Form to Report Lobbying," in accordance with its instructions. _ _ (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at alk 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 ar entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less that $10,000 and not mare than $100,00D for each such failure. r S' na e j /~ CCU '~...[ Q~ Date Print Nai~ of Authorized Individual 2009-030102 Application or Contract Number CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT CITY) Organization Name CSCU # EF29-12374 -Revised 0&.10.07