HomeMy WebLinkAboutC2009-440 - 10/20/2009 - Approvedi
1
x' , ~ `
DEPARTMENT OF STATE HEALTH SERVICES
PE
This contract, number 2010-032845 (Contract), is entered into by and between the Department
of State Health Services (DSHS or the Department), an agency of the State of Texas, and
CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (Contractor), a
Government Entity, (collectively, the Parties).
1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $84,729.00, 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.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2009 and ends on 08/31/2010. 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 and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2010-032845-001 Tuberculosis Prevention and Control -State
c. General Provisions (Sub-recipient)
d. Solicitation Document(s), and
e. Contractor's response(s) to the Solicitation Document(s).
f. Exhibits
Any changes made to the Contract, whether.. by edit or attachment, do not form part of the
('~ntra~t „place eXnrecsly agreed to in writing byDSHS and Contractor and incorporated herein.
2009-440
Res. 028357
10/20/09
Dept. Of State Health Svcs.
1 ~ ~
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF CORPUS CHRISTI
Address: PO BOX 9277
CORPUS CHRISTI, TX 78469-9277
Vendor Identification Number: 17460005741027
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPART ENT OF ST E HEALTH SERVICES
By:
Signature of Authorized Official
~~ /off
Date
Bob Burnette, C.P.M., CTPM
CORPUS CHRISTI-NUECES COUNTY PUBLIC
HEALTH D~TRICT
By:
Sig e
~~~~~~~
Date
~ ' ~:~' far -~+"' J
Printed ame and Title
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
Bob.Burnette@ dshs.state.tx.us
AUTHORI~E'1~
sT C~flURG1L .,.~.~-o.-~~M
92648-1 -....~
SECRi:TAR1- ~J
f~
Address
~I~s C~r-~- ~ ~jg~fl 1
City, State, Zip
~~ ~~ ~~.~-~aa
Telephone Number
E-mail Address for Official Coy
- as to foam:
Eliza h and ey
Assi to t City Attorney
For City Attomey
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS GRANTS LOANS AND COOPERATIVE
AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer 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 making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,
an officer or employee of Congress, or an employee of a member of Congress in connection with this
federal contract, grant. 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 al] subawards at al] tiers (including subcontracts, subgrants, and contracts under grants,
loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making 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 more than $]00,000 for each
such failure.
r
I ~ b 0~1
Date
Print N~rte of Authorized Individual
Application or Contract Number
CORPUS CHRISTI-NUECES COUNTY
PUBLIC HEALTH DISTRICT (CITY)
Organization Name
aS t0 fOf111: D ~ o T(
i t un ay
Ass nt City Attorney
For City Attorney
CSCU # EF29-12374 -Revised 08.10.07
CONTRACT N0.2010-032845
PROGRAM ATTACHMENT NO.001
PURCHASE ORDER N0.0000352463
CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT
DSHS PROGRAM: Tuberculosis Prevention and Control -State
TERM: 09/01/2009 THRU: 08/31/2010
SECTION I. STATEMENT OF WORK:
Throughout the Contractor's defined service area ofNueces, Contractor shall provide basic services
and associated activities for tuberculosis (TB) prevention and control; as well as additional activities
to target special populations with individuals who have TB or who are at high risk of developing TB.
Contractor shall provide these services in compliance with the following:
• DSHS' most current version of the Standards of Performance for the Prevention and
Control of Tuberculosis, available at
http•//www dshs state.tx.us/idcu/disease/tb/publications/default.asu;
• DSHS' TB Policy and Procedures Manual, available at
http•//www dshs state tx.us/idcu/disease/tb/publications/default.asp,
• DSHS Standards for Public Health Clinic Services, Revised August 31, 2004 available at
http•/Iwww dshs state.tx.us/qmb/dshsstndrds4clinicservs.pdf ;
• American Thoracic Society (ATS) and Centers for Disease Control and Prevention
(CDC) joint statements on diagnosis, treatment and control of TB available at
http//www.cdc.~ov/mmwr/preview/mmwrhtmUrr5211 al .htm
• Diagnostic Standards and Classification of Tuberculosis in Adults and Children,
(American Journal of Respiratory and Critical Care Medicine, Vol. 161, pp. 1376-1395,
2000) at http•//a~rccm atsjournals.org,/cgi/content/fu1U161/4/1376 ;
• Treatment of Tuberculosis, (ATS/CDC/IDSA), 2003 available at
http•//www cdc.gov/mmwr/preview/mmwrhtmUrr5211a1.htm ;
• Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and
Mortality Weekly Report, Vol. 49, No. RR-6, 2000 at
http•//www cdc gov/mmwr/preview/mmwrhtmUrr4906a1.htm ;
• Updated: Adverse Event Data and Revised American Thoracic Society/CDC
Recommendations Against the Use of Rifampin and Pyrazinamide for Treatment of
Latent Tuberculosis Infection -United States, 2003, MMWR 52 (No. 31) at
http•//www eclipsconsult.com/eclips/article/Pulmonary%20Disease/58756-
3452(08)70243-3 ;and
• Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 at
http//www cdc gov/mmwr/preview/mmwrhtml/rr5412a1.htm
PROGRAM ATTACHMENT -Page 1
Contractor shall comply with all applicable federal and state regulations and statues, including, but
not limited to, the following:
• Texas Tuberculosis Code, Health and Safety Code, Chapter 13, subchapter B
http://tlo2.tlc.state.tx.us/statutes/docs/HS/content/pdf/hs.002.00.000013.OO.pdf;
• Communicable Disease Prevention and Control Act, Health and Safety Code, Chapter 81
http://tlo2.tlc.state. tx.us/statutes/docs/HS/contentJpdf/hs.002.00.000081.00.pdf;
• Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities,
Health and Safety Code, Chapter 89
http://tlo2.tlc. state.tx.us/statutes/docs/HS/content/pdf/hs.002.00.000089.00.pdf;
• Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of
Communicable Diseases
http://info.sos.state.tx.us/pls/pub/readtac$ext.ViewTAC?tac_view=5&ti=25&pt=1 &ch=9
7&sch=A&rl=Y; and
• Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H,
Tuberculosis Screening for Jails and Other Correctional Facilities
http://info. sos. state.tx.us/pls/pub/readtac$ext.ViewTAC?tac_view=5&ti=25&pt=1 &ch=9
7&sch=H&rl=Y.
Contractor shall perform all activities under this Contract in accordance with Contractor's work
plans (attached as Exhibit A), and detailed budget as approved by DSHS. Contractor must receive
written approval from DSHS before varying from applicable policies, procedures, protocols, and the
final approved work plan, and must update its implementation documentation within forty-eight (48)
hours of making approved changes so that staff working on activities under this contract know of the
change(s).
DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial
shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are
below that projected in Contractor's total Contract amount, as shown in SECTION VI. BUDGET,
Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant
positions existing after ninety (90) days may result in a decrease in funds.
Because of the inherent time to complete treatment for tuberculosis disease and latent tuberculosis
infection in relation to the period of this Contract, required reporting under this Contract will show
results for work performed under previous versions of this Contract.
Contractor shall provide an annual narrative report, in the format provided by DSHS, on their
performance goals, objectives, and screening activities. That report shall include a detailed analysis
of performance related to the performance measures listed below and a progress report of activities in
January through December. The narrative program report shall be sent to the Texas Department of
State Health Services, TB Services Branch, Mail Code 1939,1100 West 49`~ Street, PO Box 149347,
Austin, Texas 78714-9347 via regular mail, fax, or a-mail. Contractor shall maintain the
documentation used to calculate performance measures as required by the General Provisions
Records Retention Article and by the Texas Administrative Code Title 22, Part 9 Chapter 165,
§ 165.1 regarding the retention of medical records. Report periods and due dates are as follows:
PROGRAM ATTACHMENT -Page 2
PERIOD COVERED DUE DATE
Janu -December 2009 March 1, 2010
Contractor shall send all initial reports of confirmed and suspected TB cases to DSHS within
seven (7) working days of identification or notification. Any updates to initial DSHS' Report of
Cases and Patient Services Form (TB-400) (e.g., diagnosis, medication changes, x-rays, and
bacteriology) and case closures shall be sent to DSHS at 1100 West 49`x' Street, Mail Code 1939,
PO Box 149347, Austin, Texas 78714-9347.
Contractor shall send an initial report of contacts on all Class 3 TB cases and smear-positive
Class 5 TB suspects within thirty (30) days of identification using DSHS' Report of Contacts
Form (TB-340 and TB-341). Any new follow-up information (not included in the initial report)
related to the evaluation and treatment of contacts shall be sent to DSHS on the TB-340 and TB-
341 at intervals of 90 days, 120 days, and 2 years after the day Contractor became aware of the
TB case.
Electronic reporting to DSHS for Class 3 TB cases, smear positive Class 5 TB suspects, and their
contacts may become available during the term of this Contract. Once notified of this option by
DSHS, Contractor may avail itself of this option if it adheres to all the electronic reporting
requirements (including system requirements) provided at that time.
Contractor shall collect information to determine the number of persons who received from the
Contractor at least one TB service, including but not limited to: tuberculin skin tests; chest
radiographs; health care worker services; or treatment with one or more anti-tuberculosis
medications.
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, without waiving the enforceability of any of the
other terms of the Contract or any other method of determining compliance.
1. 90% of cases and suspects under treatment in 2009 are on DOT;
2. 92% of eligible* TB cases reported in 2008, completed a course of curative TB treatment
within twelve (12) months of initiation of treatment;
* Exclude TB cases 1) diagnosed at death, 2) who die during therapy, 3) who are resistant to
rifampin, 4) who have meningeal disease, and 5) who are younger than 15 years with either
miliary disease or a positive blood culture for TB.
PROGRAM ATTACHMENT -Page 3
3. 97% of TB patients reported in 2008 with initial positive cultures are tested for and have
drug susceptibility results documented in their medical record;
4. 94% of smear positive TB cases reported in 2009 have at least one (1) contact identified;
5. 76% of identified contacts to smear positive TB cases reported in 2008 shall be evaluated
for TB infection or disease;
6. 68% of infected contacts (to smear positive cases reported in 2008) who are started on
treatment for LTBI shall complete therapy;
7. 75% of adults (age>14) with TB disease reported in 2009 are tested for HIV;
8. 85% of adults (age 25-44) with TB disease reported in 2009 are tested for HIV; and
9. List the number of TB cases reported in 2009 of US-born non-Hispanic African-
Americans.
10. List the number of contact investigations conducted for TB cases and suspected TB cases
reported in 2009.
If Contractor fails to meet any of the performance measures, Contractor shall furnish in the
narrative report due March 1, 2010, a written explanation including a plan to meet those
measures. Nothing in this provision acts to constrain enforcement options for DSHS
regarding any contract breach.
SECTION III. SOLICITATION DOCUMENT:
Governmental Entity
SECTION IV. RENEWALS:
None
SECTION V. PAYMENT METHOD:
Cost Reimbursement
Funding is further detailed in the attached Categorical Budget and if applicable, Equipment List.
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and
acceptable supporting documentation for reimbursement of the required services/deliverables. The
B-13 can be found at the following link http•//www dshs.state.tx.us/grants/forms/bl3form.doc.
Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to
the addresses/number below.
Department of State Health Services
Claims Processing Unit, MC 1940
1100 West 49th Street
PO BOX 149347
PROGRAM ATTACHMENT -Page 4
Austin, Texas 78714-9347
The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims
Processing Unit is (512) 458-7442. The email address is invoices@dshs.state.tx.us.
SECTION VII. BUDGET:
SOURCE OF FUNDS: STATE
SECTION VIII. SPECIAL PROVISIONS:
General Provisions, Article III. Funding is revised to include the following:
Funding from this Contract shall not be used to supplant (i.e., used in place of funds dedicated,
appropriated or expended for activities funded through this Contract) state or local funds, but
Contractor shall use such funds to increase state or local funds currently available for a particular
activity. Contractor shall maintain local funding at a sufficient rate to support the local program.
If the total cost of the project is greater than DSHS' share set out in SECTION VII. BUDGET,
Contractor shall supply funds for the remaining costs in order to accomplish the objectives set
forth in this Contract.
All revenues directly generated by this Contract or earned as a result of this Contract during the
term of this Contract are considered program income; including income generated through
Medicaid billings for TB related clinic services. Contractor may use the program income to
further the scope of work detailed in this Contract, and must keep documentation to demonstrate
such to DSHS's satisfaction. This program income may not be used to take the place of existing
local, state, or federal program funds.
General Provisions, Article IV. Payment Methods and Restrictions, Section 4.02, Billing
Submission, is hereby revised to include:
Quarterly Financial Status Reports (Form 269A) from Contractor shall be provided to DSHS in
the format provided by the DSHS. These reports shall be mailed to Texas Department of State
Health Services, Attention: Accounting Section, Claims Processing Unit, 1100 West 49`'' Street,
PO Box 149347, Austin, Texas 78714-9347. One (1) copy of each quarterly financial status
report shall be mailed to the Texas Department of State Health Services, Attention: TB Services
Branch, Mail Code 1939, 1100 West 49`h Street, PO Box 149347, Austin, Texas 78714-9347.
These reports shall be submitted on a quarterly basis as follows:
PERIOD COVERED DUE DATE
Se tember, October, November December 31, 2009
December, Janu , Febru March 31, 2010
March, A ril, Ma June 30, 2010
June, Jul , Au ust Se tember 30, 2010
PROGRAM ATTACHMENT -Page 5
General Provisions, Article XIII. General Terms, Section 13.15 Amendment, is amended to
include the following:
Contractor must submit all amendment and revision requests in writing to the Division
Contract Management Unit at least 90 days prior to the end of the term of this Program
Attachment.
PROGRAM ATTACHMENT -Page 6
2010-032845-001
Categorical Budget:
`; ; V PERSONNEL ~ $21D00 00
FRINGE BENEFITS $12,548.00
.~ , .. -
:TRAVEL X772 00
. ~
~ ~ .
EQUIPMENT $0.00
~~UPP
LIES ~~ ~ ~5~277 00
,
CONTRACTUAL $36,725.00
E :OTF~ER ~` -$$;407x00
t
TOTAL DIRECT CHARGES $84,729.00
_ LN
DIRECT CHARGES '- _
~
$D 0~0,
. k
, ~
TOTAL $84,729.00
`;DSHS SHARE. } : $84.;729.00"
CONTRACTOR SHARE $0.00
OTHER MATCH ; X0.00
Total reimbursements will not exceed $84,729.00
Financial status reports are due: 12/30/2009, 03/30/2010, 06/30/2010, 11/01/2010
Fiscal Year ZO10 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
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 Solicitation Document ............................... 1
Section 1.03 Reporting ............................................................................................................... 1
Section 1.04 Client Financial Eligibility ................................................................................... 1
Section 1.05 Applicable Contracts Law and Venue for Disputes ........................................... 1
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources ...................... 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 5ERVICES ............................................................................................................. 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 ................................................................... 6
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 Proficiency ....... 6
ARTICLE III FUNDING .............................................................................................................. 7
Section 3.01 Debt to State and Corporate Statusor ................................................................. 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 Income ....................................................................................................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 5.01 Prompt Payment ..................................................................................................9
General Provisions (Core Subrecipient) 2010 5/14/2009
Section 5.02 Withholding Payments .........................................................................................9
Section 5.03 Condition Precedent to Requesting Payment ...................................................10
Section 5.04 Acceptance as Payment in Full ..........................................................................10
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS .............................10
Section 6.01 Allowable Costs ...................................................................................................10
Section 6.02 Independent Single or Program-Specific Audit ...............................................11
Section 6.03 Submission of Audit ............................................................................................12
ARTICLE VII CONFIDENTIALITY ........................................................................................12
Section 7.01 Maintenance of Confidentiality .........................................................................12
Section 7.02 Department Access to PHI and Other Confidential Information ..................12
Section 7.03 Exchange of Client-Identifying Information ....................................................13
Section 7.04 Security of Patient or Client Records ................................................................13
Section 7.05 HIV/AIDS Model Workplace Guidelines .........................................................13
ARTICLE VIII RECORDS RETENTION ..................................................................................13
Section 8.01 Retention ..............................................................................................................13
ARTICLE IX ACCESS AND INSPECTION ........................................................................... 14
Section 9.01 Access ................................................................................................................... 14
Section 9.02 State Auditor's Office ......................................................................................... 14
Section 9.03 Responding to Deficiencies ................................................................................. 14
ARTICLE X NOTICE REQUIREMENTS ............................................................................. 14
Section 10.01 Child Abuse Reporting Requirement ................................................................ 14
Section 10.02 Significant Incidents ........................................................................................... 15
Section 10.03 Litigation .............................................................................................................. 15
Section 10.04 Action Against the Contractor ........................................................................... 15
Section 10.05 Insolvency ............................................................................................................ 15
Section 10.06 Misuse of Funds and Performance Malfeasance .............................................. 16
Section 10.07 Criminal Activity and Disciplinary Action ....................................................... 16
Section 10.08 Retaliation Prohibited ........................................................................................ 16
Section 10.09 Documentation .................................................................................................... 16
ARTICLE XI ASSURANCES AND CERTIFICATIONS ...................................................... 16
Section 11.01 Certification ......................................................................................................... 16
Section 11.02 Child Support Delinquencies ............................................................................. 17
Section 11.03 Authorization ....................................................................................................... 17
Section 11.04 Gifts and Benefits Prohibited ............................................................................. 18
Section 11.05 Ineligibility to Receive the Contract ..................................................................18
Section 11.06 Antitrust ...............................................................................................................18
Section 11.07 Initiation and Completion of Work ...................................................................18
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR .......................18
General Provisions (Core Subrecipient) 2010 5/14/2009 2
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and..
Employees ............................................................................................................19
Section 12.02 Management and Control Systems ....................................................................19
Section 12.03 Insurance .............................................................................................................19
Section 12.04 Fidelity Bond .......................................................................................................19
Section 12.05 Liability Coverage ...............................................................................................20
Section 12.06 Overtime Compensation .....................................................................................20
Section 12.07 Program Site ........................................................................................................20
Section 12.08 Cost Allocation Plan ...........................................................................................20
Section 12.09 Reporting for Unit Rate and Fee-For-Service Contracts ..............................21
Section 12.10 Historically Underutilized Businesses (HUBS) .................................................21
Section 12.11 Buy Texas .............................................................................................................21
Section 12.12 Contracts with Subrecipient Subcontractors ...................................................21
Section 12.13 Status of Subcontractors ....................................................................................22
Section 12.14 Incorporation of Terms ......................................................................................22
Section 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 ......................................................................22
Section 12.19 Quality Management ..........................................................................................22
Section 12.20 Equipment (Including Controlled Assets) Purchases ......................................22
Section 12.21 Supplies ................................................................................................................23
Section 12.22 Changes to Equipment List ................................................................................23
Section 12.23 Equipment Inventory and Protection of Assets ...............................................23
Section 12.24 Bankruptcy ..........................................................................................................23
Section 12.25 Title to Property ..................................................................................................23
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 XII I GENERAL TERMS ............................................................................................24
Section 13.01 Assignment ...........................................................................................................24
Section 13.02 Lobbying ..............................................................................................................24
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 .................................................................................26
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
General Provisions (Core Subrecipient) 2010 5/14/2009
Section 13.14 Customer Service Information ..........................................................................27
Section 13.15 Amendment ........................................................................................................27
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 Not Waived ........................................................................................29
Section 13.19 Hold Harmless and Indemnification .................................................................29
Section 13.20 Waiver ..................................................................................................................29
Section 13.21 Electronic and Information Resources Accessibility Standards ................29
Section 13.22 Force Majeure ............................................................................30
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
...............................................................................................................................30
Section 14.01 Actions Constituting Breach of Contract .........................................................30
Section 14.02 General Remedies and Sanctions ......................................................................30
Section 14.03 Notice of Remedies or Sanctions ........................................................................32
Section 14.04 Emergency Action ...............................................................................................33
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT ....................................................33
Section 15.01 Breach of Contract Claim ..................................................................................33
Section 15.02 Notice ....................................................................................................................33
Section 15.03 Sole Remedy ........................................................................................................33
Section 15.04 Condition Precedent to Suit ...............................................................................33
Section 15.05 Performance Not Suspended ..............................................................................33
ARTICLE XVI TERMINATION .................................................................................................34
Section 16.01 Expiration of Contract or Program Attachment(s) .........................................34
Section 16.02 Effect of Termination .........................................................................................34
Section 16.03 Acts Not Constituting Termination ...................................................................34
Section 16.04 Termination Without Cause ..............................................................................34
Section 16.05 Termination For Cause ......................................................................................35
Section 16.06 Notice of Termination .........................................................................................36
ARTICLE XVII ............................VOID, SUSPENDED, AND TERMINATED CONTRACTS
...............................................................................................................................36
Section 17.01 Void Contracts ....................................................................................................36
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract ...............36
Section 17.03 Appeals Rights .....................................................................................................36
ARTICLE XVIII .................................. CLOSEOUT AND CONTRACT RECONCILIATION
...............................................................................................................................36
Section 18.01 Cessation of Services At Closeout ......................................................................36
Section 18.02 Administrative Offset .........................................................................................37
Section 18.03 Deadline for Closeout .........................................................................................37
Section 18.04 Payment of Refunds ............................................................................................37
Section 18.05 Disallowances and Adjustments ........................................................................37
Section 18.06 Contract Reconciliation ......................................................................................37
General Provisions (Core Subrecipient) 2010 5/14/2009 4
Fiscal Year 2010 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, rules, and executive orders, as such
statutes, regulations, rules, and executive orders currently exist and as they may be lawfully amended.
The Department rules are located in the Texas Administrative Code, Title 25 (Rules). To the extent
this Contract imposes a higher standard, or additional requirements beyond those required by
applicable statutes, regulations, rules or executive orders, the terms of this Contract shall control.
Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms
of any contract provisions DSHS is required to include in its contracts under legislation effective at
the time of the effective date of this Contract or during the term of this Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in
these General Provisions or the Program Attachment(s), Contractor shall comply with 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 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial
eligibility criteria, financial assessment procedures and standards developed by the Department to
determine client eligibility.
Section 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 1.06 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
General Provisions (Core Subrecipient) 2010 5/14/2009
Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform
Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by
the Governor's Budget, Planning and Policy Division. UGMA and UGMS can be located through
web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor also
shall comply with all applicable federal and state assurances contained in UGMS, Part III, State
Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,
Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and
Human Services Grants Policy Statement, both of which may be located through weblinks on the
DSHS website at htt_p://www.dshs.state.tx.us/contracts/links.shtm. For contracts funded by block
grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. It is Contractor's responsibility to
review and comply with all applicable statutes, rules, regulations, executive orders and policies. To
the extent applicable to Contractor, Contractor agrees to comply with the following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent
amendments) that collectively prohibit discrimination on the basis of race, color, national
origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities,
age, substance abuse, political belief or religion: 1) Title VI of the Civil Rights Act of 1964,
42 USC §§ 2000d et seq.; 2) Title 1X of the Education Amendments of 1972, 20 USC §§
1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USC §
794(x); 4) the Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5) Age
Discrimination Act of 1975, 42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7)
45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment
Opportunity E.O. 11246; 9) Tex. Lab. Code Chapter 21; 10) Food Stamp Act of 1977 (7 USC
§ 200 et seq.; 11) Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal
treatment and opportunity for religious organizations; and 12) DSHS Policy AA-5018, Non-
discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug
abuse;
c) Public Health Service Act of 1912, § § 523 and 527, 42 USC § 290dd-2, and 42 CFR Part 2,
relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 USC § 1324x, regarding employment
verification;
f) Pro-Children Act of 1994, 20 USC §§ 6081-6084, regarding the non-use of all tobacco
products;
g) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL 93-
348 and PL 103-43), regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of
1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum
hours;
General Provisions (Core Subrecipient) 2010 5/14/2009 2
j) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and 28 Tex. Admin.
Code Part 2, regarding compensation for employees' injuries;
1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the
regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,
29 CFR § 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for
handling blood borne pathogens;
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment
of laboratory animals;
o) environmental standards pursuant to the following: 1) Institution of environmental quality
control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-
4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of
Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order
11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the
Flood Disaster Protection Act of 1973 (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; 8) Protection of endangered species under the Endangered
Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean
air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Wild
and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.) related to protecting certain rivers
system; and 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 orfederally-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 (16 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) 2010 5/14/2009 3
u) requirements of any other applicable state and federal statutes, executive orders, regulations,
rules and policies.
If this Contract is funded by a grant or cooperative agreement, additional state or federal
requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein
by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the
Division Contract Management Unit assigned to the Program Attachment.
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to Contractors that
are State agencies or units of local government; and certain additional provisions shall apply to such
Contractors.
a) The following sections or portions of sections of these General Provisions shall not apply to
interagency or interlocal contracts:
1) Hold Harmless and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the
word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05;
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity);
7) Debt to State and Corporate Status, Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency
contracts only).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected
agencies of State government; (2) the proposed arrangements serve the interest of efficient
and economical administration of the State government; and (3) the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the Constitution of
the State of Texas to be supplied under contract given to the lowest responsible bidder;
and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health &
Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority
to enter into and perform this Contract.
c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act, Tex. Gov. Code Chapter 791;
2) Payments made by DSHS to Contractor shall be from current revenues available to DSHS;
and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for
Revision to Certain Provisions section), when signed by a duly authorized representative of
General Provisions (Core Subrecipient) 2010 5/14/2009 4
Contractor, shall be effective as of the effective date specified by the Department, whether
that date is prior to or after the date of any ratification by Contractor's governing body.
Section 1.09 Civil Rights Policies and Complaints. Upon 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 (10)
calendar days after Contractor's receipt of the claim. Notice must be directed to -
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phone (512) 438-4313
TTY Toll-free (877) 432-7232
Fax (512) 438-5885
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall
obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to
conduct its business and to perform the services under this Contract. Any revocation, surrender,
expiration, non-renewal, inactivation or suspension of any such license, certification, permit,
registration or approval shall constitute grounds for termination of this Contract or other remedies the
Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers
maintain in active status all licenses, certifications, permits, registrations and approvals required to
perform their duties under this Contract and shall prohibit any person who does not hold a current,
active required license, certification, permit, registration or approval from performing services under
this Contract.
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure
that all persons, who are housed in Department-licensed and/or -funded residential facilities and who
are twenty-two (22) years of age or younger, have access to educational services as required by Tex.
Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention
program as prescribed by Tex. Educ. Code § 29.012 not later than the third calendar day after the date
a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including
natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the
Governor, or as a federal disaster by the appropriate federal official, Contractor may be called upon
to assist DSHS in providing services, as appropriate, in the following areas: community evacuation;
health and medical assistance; assessment of health and medical needs; health surveillance; medical
care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and
hospital facility status; food, drug, and medical device safety; worker health and safety; mental health
and substance abuse; public health information; vector control and veterinary services; and victim
identification and mortuary services. Disaster services shall be carried out in the manner most
General Provisions (Core Subrecipient) 2010 5/14/2009 5
responsive to the needs of the emergency, be cost-effective, and be least intrusive on the primary
services of the Contractor.
Section 2.03 Consent to Medical Care of a Minor. 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
non-parent or child or pursuant to other state law. If requirements of federal law relating to consent
directly conflict with Tex. Fam. Code, Chapter 32, federal law shall supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with
written procedures and using protocol approved by the Contractor's medical director and utilizing
equipment that complies with the equipment standards as required by the Department. Procedures of
telemedicine service provision must include the following requirements:
a) clinical oversight by the Contractor's medical director or designated physician responsible for
medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at
the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their
licenses;
f) demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures timely
access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided
by electronic means under Rule §448.911.
Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule
of fees for personal health services in accordance with the provisions of Tex. Health & Safety Code §
12.032, DSHS Rule § 1.91 covering Fees for Personal Health Services, and other applicable laws or
grant requirements. The amount of a fee shall not exceed the actual cost of providing the services.
No patient may be denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this
Contract, Contractor shall make needed medications available to clients at the lowest possible prices
and use the most cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency.
Contractor agrees to take reasonable steps to provide services and information both orally and in
writing, in appropriate languages other than English, in order to ensure that persons with limited
English proficiency are effectively informed and can have meaningful access to programs, benefits,
General Provisions (Core Subrecipient) 2010 5/14/2009 6
and activities. Contractor shall identify and document on the client records the primary
language/dialect of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of a translator
or interpreter. Contractor shall make every effort to avoid use of any persons under the age of
eighteen (18) or any family member or friend of the client as an interpreter for essential
communications with a client with limited English proficiency 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 confidentiality 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, certifies by execution of this Contract that it is current and will remain current in its
payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes
under Texas law (Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies
that it is and will remain in good standing with the Secretary of State's office. A false statement
regarding franchise tax or corporate status is a material breach of this Contract. 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 owed to the State of Texas.
Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds only for the
provision of approved services and for reasonable and allowable expenses directly related to those
services.
Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this Contract
shall not be used for matching purposes in securing other funding unless directed or approved by the
Department in writing.
Section 3.05 Program Income. Gross income directly generated from Department funds through a
project or activity performed under a Program Attachment and/or earned only as a result of a
Program Attachment during the term of the Program Attachment are considered program income.
Unless otherwise required under the terms of the grant funding this 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 any
succeeding term. Program income not expended in the term in which it is earned shall be refunded to
DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying,
General Provisions (Core Subrecipient) 2010 5/14/2009 7
}
billing, collecting, and reporting program income, and in utilizing it for the purposes and conditions
set forth in this Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract to
replace or substitute existing funding from other sources that also supports the activities that are the
subject of this Contract) but rather shall use funds from this Contract to supplement existing state or
local funds currently available for a particular activity. Contractor shall make a good faith effort to
maintain its current level of support. Contractor may be required to submit documentation
substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt
or expected receipt of funding under this Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program
Attachment(s), the payment method for each program shall be one of the following methods:
a) cost reimbursement. This payment method is based on an approved budget in the Program
Attachment(s) and acceptable submission of a request for reimbursement; or
b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s) for delivery of a specified unit(s) of service, as stated in the Program Attachment(s)
and acceptable submission of all required documentation, forms and/or reports.
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the
Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in
the Program Attachment(s) or permitted under the Third Party Payors section of this Article,
Contractor shall submit requests for reimbursement or payment monthly within thirty (30) calendar
days following the end of the month covered by the bill.
Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor
shall submit a reimbursement or payment request as a final close-out bill not later than sixty (60)
calendar days following the end of the term of the Program Attachment for goods received and
services rendered during the term. If necessary to meet this deadline, Contractor may submit
reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests
received in DSHS's offices more than sixty (60) calendar days following the end of the applicable
term will not be paid. Consideration of requests for an exception will be made on a case-by-case
basis, subject to the availability of funding, and only for an extenuating circumstance, such as, a
catastrophic event, natural disaster, or criminal activity that substantially interferes with normal
business operations, or causes damage or destruction of a place of business and/or records. A written
statement describing the extenuating circumstance and the last request for reimbursement must be
submitted for review and approval to the DSHS Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time.
working capital advance per term of the Program Attachment may be granted at the Department's
discretion. Contractor must submit documentation to the Division Contract Management Unit
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
General Provisions (Core Subrecipient) 2010 5/14/2009 8
found in the Contractor's Financial Procedures Manual located at
http://www.dshs.state.tx.us/contracts.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided 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 of the
month following the end of each quarter of the Program Attachment term for Department review and
financial assessment. The final FSR must be submitted not later than sixty (60) days following the
end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has 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 provider in Children's Health Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs, and bill those
programs for the covered services; (b) provide assistance to individuals to enroll in such programs
when the screening process indicates possible eligibility for such programs; (c) allow clients that are
otherwise eligible for Department services, but cannot pay a deductible required by a third party
payor, to receive services up to the amount of the deductible and to bill the Department for the
deductible; (d) not bill the Department for any services eligible for third party reimbursement until all
appeals to third party payors have been exhausted, in which case the 30-day requirement in the
Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain
appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f)
bill all third party payors for services provided under this Contract before submitting any request for
reimbursement to Department; and (g) provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to 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 2251). Contractor must comply with Tex. Gov. Code Chapter 2251
regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department
shall not constitute acceptance or approval of Contractor's performance, and all invoices and
Contractor's performance are subject to audit or review by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments to
Contractor to offset reimbursement for any ineligible expenditures, disallowed costs, or
overpayments that Contractor has not refunded to Department, or if financial status report(s) required
by the Department are not submitted by the date(s) due. Department may take repayment (recoup)
General Provisions (Core Subrecipient) 2010 5/14/2009 9
from funds available under this Contract in amounts necessary to fulfill Contractor's repayment
obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program
income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds
before requesting cash payments including any advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health
Services section or under 25 Tex. Admin. Code §444.413, Contractor shall accept reimbursement or
payment from DSHS as payment in full for services or goods provided to clients or participants, and
Contractor shall not seek additional reimbursement or payment for services or goods from clients or
participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered
to be an amount in excess of actual allowable costs that are incurred in conducting an assistance
program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented,
pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have
incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for
reimbursement under this Contract. DSHS shall determine whether costs submitted by Contractor are
allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or
ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to
DSHS within thirty (30) calendar days of the date of this written notice. DSHS may withhold all or
part of any payments to Contractor to offset reimbursement for any unallowable or ineligible
expenditures that Contractor has not refunded to DSHS, or if financial status report(s) required under
the Financial Status Reports section are not submitted by the date(s) due. DSHS may take repayment
(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's
repayment obligations. Applicable cost principles, audit requirements, and administrative
requirements include-
Applicable Entity Applicable Cost Audit Administrative
Princi les Re uirements Re uirements
State, Local and OMB Circular OMB Circular UGMS, OMB
Tribal Governments A-87 A-133 and UGMS Circular A-102, and
applicable Federal
awarding agency
common rule
Educational OMB Circular OMB Circular OMB Circular A-110
Institutions A-21; and UGMS, A-133 and applicable Federal
as applicable awarding agency
common rule; and
UGMS, as a licable
Non-Profit OMB Circular OMB Circular UGMS; OMB
Organizations A-122 A-133 and UGMS Circular A-110 and
a plicable Federal
General Provisions (Core Subrecipient) 2010 5/14/2009 10
awarding agency
common rule
For-profit 48 CFR Part 31, OMB Circular A- UGMS and applicable
Organization other Contract Cost 133 and UGMS Federal awarding
than a hospital and an Principles agency common rule
organization named in Procedures, or
OMB Circular A-122 uniform cost
as not subject to that accounting
circular. standards that
comply with cost
principles
acceptable to the
federal or state
awardin a ency
A chart of applicable Federal awarding agency common rules is located through a weblink on the
DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. 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 least $500,000 in federal funds awarded, Contractor must
have a single audit or program-specific audit in accordance with the Office of Management and
Budget (OMB) Circ. No. A-133, the Single Audit Act of 1984, P L 98-502, 98 Stat. 2327, and the
Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1.396. The $500,000 federal
threshold amount includes federal funds passed through by way of state agency awards. If Contractor
within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,
Contractor must have a single audit or program-specific audit in accordance with UGMS, State of
Texas Single Audit Circular. 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) calendar days after notification by
OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with
this Contract. The audit shall be conducted by an independent certified public accountant and in
accordance with applicable OMB Circulars, Government Auditing Standards, and Uniform Grant
Management Standards (UGMS) located through a web link on the DSHS website at
http://www.dshs.state.tx.us/contracts/links.shtm. Contractor shall procure audit services in
compliance with this section, state procurement procedures, as well as with the provisions of UGMS.
Contractor, unless Contractor is a state governmental entity, shall competitively re-procure
independent single audit services at least every five (5) years. Incumbent audit firms may participate
in the re-procurement process; however, Contractor shall not procure services of the same audit firm
for more than ten (10) consecutive years and shall require that the audit firm limit the amount of time
the lead or coordinating audit partner (having primary responsibility for the audit) conducts the
independent audit to a maximum of five (5) years within aten-year period. Contractor may request,
in writing to the DSHS Contract Oversight and Support Section, an exception from lead partner
rotation for years six (6) through ten (10) of a ten-year period if the audit firm has only one lead
partner. If the request is approved, Contractor must require the audit firm to provide certification
General Provisions (Core Subrecipient) 2010 5/14/2009 11
annually for years six through ten that the audit firm has no more than one partner and must require
the audit firm to contract with an independent audit firm to perform a second partner review of the
single or program-specific audit work performed for the Contractor. Procurement of audit services
must comply with the procurement standards of 45 CFR Part 74 or 92, as applicable, including
obtaining competition and making positive efforts to use small, minority-owned, and women-owned
business enterprises.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports
required by the Independent Single or Program-Specific Audit section, Contractor shall submit one
copy to the Department's Contract Oversight and Support Section, and one copy to the Texas Health
and Human Services Commission (HHSC), Office of Inspector General (OIG), at the following
addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box 149347
Austin, Texas 78714-9347
Texas Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 78708-5200
If Contractor fails to submit the audit report as required by the Independent Single or Program-
Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit report,
Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this
Contract, including patient and client records that contain protected health information (PHI), and any
other information that discloses confidential personal information or identifies any client served by
DSHS, in accordance with applicable federal and state laws, rules and regulations, including but not
limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability
and Accountability Act [HIPAA)); Tex. Health & Safety Code Chapters 12, 47, 81, 82, 85, 88, 92,
161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159
and all applicable Rules.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Department to request, collect and receive PHI and other
confidential information under this Contract, without the consent of the individual to whom the PHI
relates, for funding, payment and administration of the grant program, and for purposes permitted
under applicable state and federal confidentiality and privacy laws.
General Provisions (Core Subrecipient) 2010 5/14/2009 12
Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,
Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or
other applicable laws or rules. Contractor shall disclose information described in Tex. Health &
Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Tex.
Health & Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that
the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law.
Section 7.04 Security of Patient or Client Records. Contractor must maintain patient and client
records in compliance with state and federal law relating to security and retention of medical or
mental health and substance abuse patient and client records. Department may require Contractor 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 from the patient or client to transfer copies of
patient or client records to another entity funded by DSHS upon termination of this Contract or 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 § 85.112-114. A link to the Model Workplace Guidelines can be
found at httu://www.dshs.state.tx.us/hivstd/policy/pdf/090021.~pdf.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and
federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all other
records, including financial records that are generated or collected by Contractor under the provisions
of this Contract, for a period of four (4) years after the termination of this Contract. If services are
funded through Medicaid, the federal retention period, if more than four (4) years, shall apply.
Contractor shall retain all records pertaining 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, rules 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 or from the date this Contract terminates,
whichever is sooner. Contractor shall provide the name and address of the party responsible for
storage of records to the Division Contract Management Unit assigned to the Program Attachment.
General Provisions (Core Subrecipient) 2010 5/14/2009 13
ARTICLE IX ACCESS AND INSPECTION
Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and
any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the
Department or any of its duly authorized representatives, as well as duly authorized federal, state or
local authorities, including the Comptroller General of the United States, OIG, and the State
Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is
conducted or client services are performed, and all records (including client and patient records, if
any, and Contractor personnel records and governing body personnel records), books, papers or
documents related to this Contract; and the right to interview members of Contractor's governing
body, staff, volunteers, participants and clients concerning the Contract, Contractor's business and
client services. If deemed necessary by the Department or the OIG, for the purpose of investigation
or hearing, Contractor shall produce original documents related to this Contract. Further, Contractor
shall ensure that information collected, assembled or maintained by the Contractor relative to this
Contract is available to the Department for the Department to respond to requests that it receives
under the Public Information Act. The Department and HHSC will have the right to audit billings
both before and after payment, and all documentation that substantiates the billings. Payments will
not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor
shall ensure that this provision concerning the right of access to, and examination of, sites and
information related to this Contract is included in any subcontract it awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books,
papers, documents, or recordings related to this Contract available for inspection, audit, or
reproduction during normal business hours to any authorized representative of the SAO. The
Contractor understands that the acceptance of funds under this Contract acts as acceptance of the
authority of the SAO, or any successor agency, to conduct an audit or investigation in connection
with those funds. The Contractor further agrees to cooperate fully with the SAO or its successor in
the conduct of the audit or investigation, including providing all records requested, and providing
access to any information the SAO considers relevant to the investigation or audit. Contractor shall
ensure that this provision concerning the authority to audit funds will apply to funds received
indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in
any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records or during an inspection of Contractor's site(s) will be conveyed
in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the
deficiency in a site inspection, program review or management or financial audit to the satisfaction of
DSHS or, if directed by DSHS, a plan of corrective action to resolve the deficiency. A DSHS or
HHSC determination of either an inadequate or inappropriate resolution of the findings may result in
contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance
Article of these General Provisions.
ARTICLE X NOTICE REQUIREMENTS
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for the following public health programs: HIV/STD;
General Provisions (Core Subrecipient) 2010 5/14/2009 14
Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child Health; and WIC
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 Contractors/Providers and train all staff on reporting requirements. Contractor shall use the
DSHS Child Abuse Reporting Form as required by the Department located at
www.dshs.state.tx.us/childabusereportin~. Contractor shall retain reporting documentation on site
and make it available for inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor
shall report to the Division Contract Management Unit assigned to the Program Attachment
significant incidents involving substantial disruption of Contractor's program operation, or affecting
or potentially affecting the health, safety or welfare of Department-funded clients or participants
within seventy-two (72) hours of discovery.
Section 10.03 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 litigation. Notification
shall include the names of the parties, nature of the litigation and remedy sought, including amount of
damages, if any.
Section 10.04 Action Against the Contractor. Contractor shall notify the Division Contract
Management Unit assigned to the Program Attachment if Contractor has had a contract suspended or
ternunated for cause by any local, state or federal department or agency or nonprofit entity within
three (3) working days of the suspension or termination. Such notification shall include the reason
for such action; the name and contact information of the local, state or federal department or agency
or entity; the date of the contract; and the contract or case reference number. If the Contractor, as an
organization, has surrendered its license or has had its license suspended or revoked by any local,
state or federal department or agency or non-profit entity, it shall disclose this information within
three (3) working days of the surrender, suspension or revocation to the Division Contract
Management Unit assigned to the Program Attachment by submitting aone-page description that
includes the reason(s) for such action; the name and contact information of the local, state or federal
department or agency or entity; the date of the license action; and a license or case reference number.
Section 10.05 Insolvency. Contractor shall notify in writing 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 governing body.
General Provisions (Core Subrecipient) 2010 5/14/2009 15
Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the
Division Contract Management Unit assigned to the Program Attachment, any knowledge of
debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or
violation of financial laws, rules, policies, and procedures related to performance under this Contract.
Contractor shall make such report no later than three (3) working days from the date that the
Contractor has knowledge or reason to believe such activity has taken place.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who
has an ownership or controlling interest in the organization or who is an agent or managing employee
of the organization has been placed on community supervision, received deferred adjudication, is
presently indicted for or has been convicted of a criminal offence related to any financial matter,
federal or state program or felony sex crime. Contractor shall notify in writing the Division Contract
Management Unit assigned to the Program Attachment if it has reason to believe Contractor, or a
person with ownership or controlling interest in the organization or who is an agent or managing
employee of the organization, an employee or volunteer of Contractor, or a subcontractor has
engaged in any activity that would constitute a criminal offense equal to or greater than a Class A
misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state
or federal regulatory authority, or has been placed on community supervision, received deferred
adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any
financial matter, federal or state program or felony sex crime. Contractor shall make the reports
required by this section no later than three (3) working days from the date that the Contractor has
knowledge or reason to believe such activity has taken place. Contractor shall ensure that any person
who engaged, or was alleged to have engaged, in an activity subject to reporting under this section is
prohibited from performing direct client services or from having direct contact with clients, unless
otherwise directed by DSHS.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports
a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or
standard to the Department, another state agency, or any federal, state or local law enforcement
official.
Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices
required under these General Provisions.
ARTICLE XI ASSURANCES AND CERTIFICATIONS
Section 11.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state
assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment,
declared ineligible, or excluded from participation in this transaction by any federal or state
department or agency;
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to
a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the
balance of a debt;
General Provisions (Core Subrecipient) 2010 5/14/2009
16
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 offense in connection with obtaining, attempting to obtain, or performing a private or
public (federal, state or local) transaction or contract under a private or public transaction,
violation of federal or state antitrust statutes (including those proscribing price-fixing between
competitors, allocation of customers between competitors and bid-rigging), or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any
other offense indicating a lack of business integrity or business honesty that seriously and
directly affects the present responsibility 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
more public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article, without modification (except as required to
make applicable to the subcontractor), 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 in this Article 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. Fam. Code § 231.006, a child
support obligor who is more than thirty (30) calendar days delinquent in paying child support and a
business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an
ownership interest of at least twenty-five percent (25°Io) is not eligible to receive payments from state
funds under a contract to provide property, materials, or services or receive astate-funded grant or
loan. If applicable, Contractor agrees to maintain its eligibility to receive payments under this
Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and
acknowledges that this Contract may be terminated and payment may be withheld if this certification
is inaccurate.
Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the
services described in this Contract and that a resolution, motion or similar action has been duly
adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the
organization under this Contract including all understandings and assurances contained in this
Contract, and directing and authorizing the person identified as the authorized representative of the
Contractor to act in connection with this Contract and to provide such additional information as may
be required.
General Provisions (Core Subrecipient) 2010 5/14/2009 17
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to
give, nor intends to give at any time hereafter, any economic opportunity, present or future
employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value
to a DSHS or HHSC official or employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004
and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial
participation by a person who received compensation from DSHS to participate in developing,
drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document
on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor
anyone acting for the Contractor has received compensation from DSHS for participation in the
development, drafting or preparation of specifications, requirements or statement(s) of work for this
Contract or in the Solicitation Document on which this Contract is based; (b) pursuant to Tex. Gov.
Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if the Contractor or
any person who would have financial participation in this Contract has been convicted of violating
federal law, or been assessed a federal civil or administrative penalty, in connection with a contract
awarded by the federal government for relief, recovery or reconstruction efforts as a result of
Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor
certifies that the individual or business entity named in this Contract is not ineligible to receive the
specified Contract under Tex. Gov. Code § § 2155.004, 2155.006 or 2261.053, and acknowledges that
this Contract may be terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code § 15.01, et
seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor has violated the
antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding
a bid with any competitor or any other person engaged in Contractor's line of business for the
purpose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and
complete the work under this Contract within the applicable time frame prescribed in this Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers
and Employees. Contractor and its governing body shall bear full responsibility for the integrity of
the fiscal and programmatic management of the organization. This provision applies to all
organizations, including Section 501(c)(3) organizations as defined in the Internal Revenue Service
Code as not-for-profit organizations. Each member of Contractor's governing body shall be
accountable for all funds and materials received from Department. The responsibility of Contractor's
governing body shall also include accountability for compliance with Department Rules, policies,
procedures, and applicable federal and state laws and regulations; and correction of fiscal and
program deficiencies identified through self-evaluation and Department's monitoring processes.
Further, Contractor's governing body shall ensure separation of powers, duties, and functions of
governing body members and staff. Staff members, including the executive director, shall not serve
as voting members of the Contractor's governing body. No member of Contractor's governing body,
or officer or employee of Contractor shall vote for, confirm or act to influence the employment,
General Provisions (Core Subrecipient) 2010 5/14/2009 18
compensation or change in status of any person related within the second degree of affinity or the
third degree of consanguinity (as defined in Tex. Gov. Code Chapter 573) to the member of the
governing body or the officer or any employee authorized to employ or supervise such person. This
prohibition does not prohibit the continued employment of a person who has been continuously
employed for a period of two (2) years prior to the election, appointment or employment of the
officer, employee, or governing body member related to such person in the prohibited degree. These
restrictions shall also apply to the governing body, officers and employees of Contractor's
subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to
in this Contract shall not constitute a defense or basis for waiving or appealing such provisions or
requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the
requirements of the Department's Contractor's Financial Procedures Manual, and any of its
subsequent amendments, which is available at the Department's web site:
http://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 of UGMS and adhere to procedures detailed in Department's Contractor's Financial
Procedures Manual. Those requirements shall include, at a minimum, the following:
a) financial planning, including the development of budgets that adequately reflect all functions
and resources necessary to carry out authorized activities and the adequate determination of
costs;
b) financial management systems that include accurate accounting records that are accessible
and identify the source and application of funds provided under each Program Attachment of
this Contract, and original source documentation substantiating 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 allocability of costs; timely and appropriate audits and
resolution of any findings; billing and collection policies; and a mechanism capable of billing
and making reasonable efforts to collect from clients and third parties.
Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or
replacing assets purchased with Department funds. Contractor shall repair or replace with
comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or
destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or
destroyed, Contractor shall notify the Division Contract Management Unit assigned to the Program
Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall
use any insurance proceeds to repair the equipment or replace the equipment with comparable
equipment or remit the insurance proceeds to DSHS.
Section 12.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity
bond or insurance coverage equal to the amount of funding provided under this Contract up to
$100,000 that covers each employee of Contractor handling funds under this Contract, including
person(s) authorizing payment of such funds. The fidelity bond or insurance shall provide for
indemnification of losses occasioned by (1) any fraudulent or dishonest act or acts committed by any
of Contractor's employees, either individually or in concert with others, and/or (2) failure of
General Provisions (Core Subrecipient) 2010 5/14/2009 19
~ ~ ~
Contractor or any of its employees to perform faithfully his/her duties or to account properly for all
monies and property received by virtue of his/her position or employment. The bond or insurance
acquired under this section must include coverage for third party property and include DSHS as a loss
payee or equivalent designation. Contractor shall notify, and obtain prior approval from, the DSHS
Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance.
Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall also maintain liability
insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability
coverage" or similar coverage for all persons in management or governing positions within
Contractor's organization or with management or governing authority over Contractor's organization
(collectively "responsible persons"). Contractor shall ensure that the policy includes Property of
Others coverage with respect to funds and other property of the State related to this Contract, and
includes DSHS as a loss payee on the policy. Contractor must maintain copies of liability policies on
site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section
applies to entities that are organized as non-profit corporations under the Texas Non-Profit
Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and
any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less
than the total value of this Contract and that is sufficient to protect the interests of Department in the
event an actionable act or omission by a responsible person damages Department's interests.
Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support
Section before settling a claim on the insurance.
Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall not use
any of the funds provided by this Contract to pay the premium portion of overtime. Contractor shall
be responsible for any obligations of premium overtime pay due employees. Premium overtime pay
is defined as any compensation paid to an individual in addition to the employee's normal rate of pay
for hours worked in excess of normal working hours. Funds provided under this Contract may be
used to pay the premium portion of overtime only under the following conditions: 1) with the prior
approval of DSHS; 2) temporarily, in the case of an emergency or an occasional operational
bottleneck; 3) when employees are performing indirect functions, such as administration,
maintenance, or accounting; 4) in performance of tests, laboratory procedures, or similar operations
that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)
when lower overall cost to DSHS will result.
Section 12.07 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, building, health, fire,
and safety standards.
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format
provided in the Department's Contractor's Financial Procedures Manual to the Department's
Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-
9347, no later than the 60`h calendar day after the effective date of the Contract, except under the
circumstance where a Contractor has a current Cost Allocation Plan on file with the Department.
Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is
the same as in the previous year, by signing this Contract, Contractor certifies that its current Cost
Allocation Plan for the current year is the same as that submitted to DSHS for the previous year. In
the event that the Cost Allocation Plan changes during the Contract term, Contractor must submit a
General Provisions (Core Subrecipient) 2010 5/14/2009 20
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-for-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.us/contracts.
Section 12.10 Historically Underutilized Businesses (HUBS). If Contractor was not required to
submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,
Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in
accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors
may obtain a list of HUBS at http://www.window.state.tx.us/procurement/pro hub. If Contractor has
filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor
desires to make a change in the plan, Contractor must obtain prior approval from the Department's
HUB Coordinator of the revised plan before proposed changes will be effective under this Contract.
Contractor agrees to make a good faith effort 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 § 20.16(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 defined 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
records that must be available for inspection by DSHS. Contractor shall ensure that subcontractors
are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations
General Provisions (Core Subrecipient) 2010 5/14/2009 21
and under this Contract. Contractor shall not contract with a subcontractor, at any tier, that is
debarred or suspended or excluded from or ineligible for participation in federal assistance programs.
Section 12.13 Status of Subcontractors. Contractor shall include in all its contracts with
subcontractors, the certifications stated in the Assurances and Certifications Article of these General
Provisions. Contractor shall also require all subcontractors to certify that they are not delinquent on
any repayment agreements; have not had a required license or certification revoked; and have not had
a contract terminated by the Department. Contractors shall further require that subcontractors certify
that they have not voluntarily surrendered within the past three (3) years any license issued by the
Department.
Section 12.14 Incorporation of Terms. Contractor shall ensure that all written agreements with
subrecipient subcontractors incorporate the terms of this Contract, and provide that the subcontractor
is subject to audit by DSHS, HHSC and the SAO.
Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall
direct and be responsible for the performance of its employees, subcontractors, joint venture
participants or agents. Contractor is not an agent or employee of the Department or the State of
Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its
employees, subcontractors, joint venture participants or agents will not be eligible for unemployment
compensation from the Department or the State of Texas.
Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of
Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant and
guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor
and to validly and legally bind Contractor to all of its terms.
Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is
solely responsible for filing all required state and federal tax forms and making all tax payments. In
the event that the Department discovers that Contractor has failed to remain current on a liability to
the IRS, this Contract will be subject to remedies and sanctions under this Contract, including
immediate termination at the Department's discretion. In the event of Contract termination under this
section, the Department will not enter into a contract with Contractor for three (3) years from the date
of termination:
Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the
Division Contract Management Unit assigned to the Program Attachment within ten (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 more than one year and an
acquisition cost of $5,000 or more, and "controlled assets." Controlled assets include firearms
General Provisions (Core subrecipient) 2010 5/14/2009 22
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, office 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 the 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 Equipment Inventory and Protection of Assets. Contractor shall maintain an
inventory of equipment and submit an annual cumulative report to the Department's Contract
Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no
later than October 15~h of each year. The report is located on the DSHS website at
http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall administer a program of
maintenance, repair, and protection of assets under this Contract so as to assure their full availability
and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise compensated for
any loss of, destruction of, or damage to the assets provided under this Contract, Contractor shall use
the proceeds to repair or replace those assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property,
equipment, and supplies in possession of Contractor from the bankruptcy, and title shall revert to
Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies
to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring
that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property,
equipment, and supplies in possession of the subcontractor from the bankruptcy, and title reverts to
Department, who may require that the property, equipment and supplies be returned to DSHS.
Section 12.25 Title to Property. At the conclusion of the contractual relationship between the
Department and the Contractor, for any reason, title to any remaining equipment and supplies
purchased with funds under this Contract reverts to Department. Title may be transferred to any
General Provisions (Core Subrecipient) 2010 5/14/2009 23
other party designated by Department. The Department may, at its option and to the extent allowed
by law, transfer the reversionary interest to such property to Contractor.
Section 12.26 Property Acquisitions. Department funds may not be used to purchase buildings or
real property. Any costs related to the initial acquisition of the buildings or real property are not
allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American
Hospital Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, at any time during or after the Contract term, of equipment purchased with the Department
funds, except when federal or state statutory requirements supersedes or when the equipment requires
licensure or registration by the state, or when the acquisition price of the equipment is equal to or
greater than $5,000. All other equipment not listed in the AHA reference (other than equipment that
requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) shall
be controlled by the requirements of UGMS. If, prior to the end of the useful life, any item of
equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if
the equipment requires licensure or registration or had an acquisition price equal to or greater than
$5,000, Contractor shall request disposition approval and instructions in writing from the Division
Contract Management Unit assigned to the Program Attachment. After an item reaches the end of its
useful life, Contractor must ensure that disposition of any equipment is in accordance with Generally
Accepted Accounting Principles, and any applicable federal guidance.
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no
additional renewals or that will not be renewed (Closeout) or when a Program Attachment is
otherwise terminated, Contractor shall submit to the Division Contract Management Unit assigned to
the Program Attachment, an inventory of equipment purchased with Department funds and request
disposition instructions for such equipment. All equipment purchased with Department funds shall
be secured by the Contractor at the time of Closeout or termination of the Program Attachment and
shall be disposed of according to the Department's disposition instructions, which may include return
of the equipment to DSHS or transfer of possession to another DSHS contractor, at the Contractor's
expense.
Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment
method shall not encumber equipment purchased with Department funds without prior written
approval from the Department.
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in
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 § 556.0055, 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 officer or employee of Congress, or an employee of a member of Congress in connection with the
General Provisions (Core Subrecipient) 2010 5/14/2009 24
awarding of any contract or the extension, continuation, renewal, amendment, or modification of any
contract (31 USC § 1352 and UGMS). If at any time this Contract exceeds $100,000 of federal
funds, Contractor shall file with the Division Contract Management Unit assigned to the Program
Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of
1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a
certification that none of 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, certification, or disclosure previously filed. Contractor
shall require any person who requests or receives a subcontract to file the same declaration,
certification, and disclosure with the Division Contract Management Unit assigned to the Program
Attachment. Contractor shall also comply, as applicable, with the lobbying restrictions and
requirements in OMB Circulars A-122 Attachment B paragraph 25; A-87 Attachment B section 27;
A-110 section_.27 and A-21 paragraphs 17 and 24. Contractor shall include this provision in any
subcontracts.
Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not have nor
shall it knowingly acquire any financial or other interest that would conflict in any manner with the
performance of its obligations under this Contract. Potential conflicts of interest include, but are not
limited to, an existing or potential business or personal relationship between Contractor, its principal
(or a member of the principal's immediate family), or any affiliate or subcontractor and Department
or HHSC, their commissioners, officers or employees, or any other entity or person involved in any
way in any project that is the subject of this Contract. 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
Program Attachment the name, address and telephone number of the related party, how the party is
related to the Contractor and the work the related party will perform under this Contract. A related
party is a person or entity related to the Contractor by blood or marriage, common ownership or any
association that permits either to significantly influence or direct the actions or policies of the other.
The Contractor, for purposes of reporting transactions between related parties, includes the entity
contracting with the Department under this Contract as well as the chief executive officer, chief
financial officer and program director of the Contractor. Contractor shall comply with Tex. Gov.
Code Chapter 573. Contractor shall maintain records and supply any additional information
requested by the Department, regarding a transaction between related parties, needed to enable the
Department to determine the appropriateness of the transaction pursuant to applicable state or federal
law, regulations or circulars, which may include 45 CFR part 74, OMB Circ. No. A-110, 2 CFR §
215.42, and UGMS.
General Provisions (Core Subrecipient) 2010 5/14/2009 25
Section 13.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Contract.
a) "Intellectual .property" means created property that may be protected under copyright, patent,
or trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use, or a work specially
ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS
owns works made for hire unless it agrees otherwise by contract. To the extent that title and
interest to any such work may not, by operation of law, vest in DSHS, or such work may not
be considered a work made for hire, Contractor irrevocably assigns the rights, title and
interest therein to DSHS. DSHS shall have the right to obtain and hold in its name any and all
patents, copyright, registrations or other such protections as may be appropriate to the subject
matter, and any extensions and renewals thereof. Contractor must give DSHS and the State of
Texas, as well as any person designated by DSHS and the State of Texas, all assistance
required to perfect the rights defined herein without charge or expense beyond those amounts
payable to Contractor for goods provided or services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property, the federal awarding agency reserves aroyalty-free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize
others to use, for federal government purposes (1) the copyright in any intellectual property
developed under this Contract, including any subcontract; and (2) any rights of copyright to
which a Contractor purchases ownership with contract funds. Contractor shall place an
acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate,
on any publication written or published with such support and, if feasible, on any publication
reporting the results of or describing agrant-supported activity. An acknowledgment shall be
to the effect that "This publication was made possible by grant number from (federal
awarding_agency)" or "The project described was supported by grant number from
(federal awarding a eg, ncy)" and "Its contents are solely the responsibility of the authors and
do not necessarily represent the official views of the (federal awarding a eg, ncy)."
d) In the event the terms of a federal grant award the copyright to Contractor, DSHS reserves a
royalty-free, nonexclusive, worldwide and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use, for DSHS, public health, and state governmental
noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an
invention, discovery, or improvement to any process, machine, manufacture, or composition
of matter; products; technology; scientific information; trade secrets; and computer software,
in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2)
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, the Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the Division Contract Management Unit assigned to the
Program Attachment.
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole ownership
rights and interest in all non-copyrightable intangible property that was developed, produced or
obtained by Contractor as a specific requirement under this Contract or under any grant that funds
General Provisions (Core Subrecipient) 2010 5/14/2009 26
this Contract, such as domain names, URLs, etc. Contractor shall cooperate with Department and
perform all actions necessary to transfer ownership of such property to the Department or its
designee, or otherwise affirm Department's ownership rights and interest in such property. This
provision shall survive the termination or expiration of this Contract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be
illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same
extent and effect as if never incorporated, but all other provisions will continue. The Parties
represent and agree that the language contained in this Contract is to be construed as jointly drafted,
proposed and accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this
Contract shall be deemed to have been received by a Party on the third business day after the date on
which it was mailed to the Party at the address specified by the Party 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 are entities fully familiar with
transactions of the kind reflected by the contract documents, and are capable of understanding the
terminology and meaning of their terms and conditions and of obtaining independent legal advice
pertaining to this Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program
Attachment for any reason shall not release either Party from any liabilities or obligations set forth in
this Contract that (a) the 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. At the Department's discretion, the Department may temporarily
assume operations of a Contractor's program or programs funded under this Contract when the
continued operation of the program by Contractor puts at risk the health or safety of clients and/or
participants served by the Contractor.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such
information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter
2114 regarding Customer Service surveys.
Section 13.15 Amendment. Parties agree that the Department may unilaterally reduce funds
pursuant to the terms of this Contract without the written agreement of Contractor. All other
amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise
specified in the Contractor's Notification of Change to Certain Contract Provisions section or the
Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's
General Provisions (Core Subrecipient) 2010 5/14/2009 27
request for certain budget revisions or other amendments must be submitted in writing, including a
justification for the request, to the Division Contract Management Unit assigned to the Program
Attachment; and if a budget revision or amendment is requested during the last quarter of the
Contract or Program Attachment term, as applicable, Contractor's written justification must include a
reason for the delay in making the request. Revision or other amendment requests may be granted at
the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or
produce, and DSHS shall not pay for the performance or production of, different or additional goods,
services, work or products except pursuant to an amendment of this Contract that is executed in
compliance with this section; and DSHS may not waive any term, covenant, or condition of this
Contract unless by amendment or otherwise in compliance with this Article.
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The
following changes maybe made to this Contract without a written amendment or the Department's
prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the Solicitation
Document, if any;
c) cumulative budget line item transfers that exceed 10% among direct cost categories, other
than the equipment category, of cost reimbursement contract Program Attachments of less
than $100,000, provided that the total budget amount is unchanged;
d) minor corrections or clarifications to the Contract language that in no way alter the scope of
work, objectives or performance measures; and
e) a change in the Contractor's share of the budget concerning non-DSHS funding other than
program income and match, regardless of the amount of the change, provided that in changing
the budget, Contractor is not supplanting DSHS funds.
Contractor within ten (10) calendar days shall notify in writing the Division Contract Management
Unit assigned to the Program Attachment of any change enumerated in this section. The notification
may be by letter, fax or email. Cumulative budget line item transfers of 10% or less among direct
cost categories, other than equipment, of cost reimbursement contracts of any amount do not require
written amendment or prior approval or notification.
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's
Revision Request is an alternative method for amending certain specified provisions of this Contract
that is initiated by the Contractor, but must be approved by DSHS. The following amendments to
this Contract may be made through a Contractor's Revision Request, rather than through the
amendment process described in the Amendment section of this Article:
a) cumulative budget line item transfers among direct cost 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);
General Provisions (Core Subrecipient) 2010 5/14/2009
28
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 Department.
Two copies of the completed form must be signed by Contractor's representative who is authorized to
sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the
Division Contract Management Unit assigned to the Program Attachment. Any approved revision
will not be effective unless signed by the DSHS Director of the Client Services Contracting Unit. A
separate Contractor Revision Request is required for each Program Attachment to be revised.
Circumstances of a requested contract revision may indicate the need for an amendment described in
the Amendment section of this Article rather than a contract revision amendment under this section.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT
OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY
OPERATION OF LAW.
Section 13.19 Hold Harmless and Indemnification. Contractor, as an independent contractor,
agrees to hold Department, the State of Texas, individual state employees and officers, and the
federal government harmless and to indemnify them from any and all liability, suits, claims, losses,
damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees,
and damages arise from performance or nonperformance of Contractor, its employees,
subcontractors, joint venture participants or agents under this Contract.
Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of
any action, non-action or default under this Contract shall not constitute a waiver of either Party's
rights under this Contract.
Section 13.21 Electronic and Information Resources Accessibility Standards. As required by 1
Tex. Admin. Code Chapter 213, as a state agency, DSHS must procure products that comply with the
State of Texas Accessibility requirements for Electronic and Information Resources specified in 1
Tex. Admin. Code Chapter 213 when such products are available in the commercial marketplace or
when such products are developed in response to a procurement solicitation. If performance under
this Contract includes the development, modification or maintenance of a website or other electronic
and information resources for DSHS or for the public on behalf of DSHS, Contractor shall provide
the Department of Information Resources (DIR) with the URL to its Voluntary Product Accessibility
Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements
(based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate
that the product/service accessibility information is available from the General Services
Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). Contractors not listed
with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report
General Provisions (Core Subrecipient) 2010 5/14/2009 29
1 ~ ~ r
that addresses the same accessibility criteria in substantively the same format. Additional
information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at
http://www.section508.gov/.
Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all
or some of its obligations, as applicable, under this Contract if such failure or delay is due to any
cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily
severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order, or acts of
God. The existence of any such cause of delay or failure will extend the period of performance in the
exercise of reasonable diligence until after the cause of the delay or failure has been removed and, if
applicable, for any reasonable period of time thereafter required to resume performance. A Party,
within a period of time reasonable under the circumstances, must inform the other by any reasonable
method (phone, email, etc.) and, as soon as practicable, must submit written notice with proof of
receipt, of the existence of a force majeure event or otherwise waive the right as a defense to non-
performance.
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute
breach of contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract, including failure to comply with all
applicable statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the Department or agreed order issued by
the Department;
e) failure by Contractor to provide a full accounting of funds expended under this Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in the Contractor's application or
response to the Solicitation Document or in this Contract; or
h) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both
programmatic and financial compliance. The remedies set forth below are available to the
Department against Contractor and any entity that subcontracts with Contractor for provision of
services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of
sanctions to Department for any breach of this Contract and may monitor Contractor for financial
compliance. The Department may impose one or more remedies or sanctions for each item of
noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible for
complying with all of the terms of this Contract. The listing of or use of one or more of the remedies
or sanctions listed below does not relieve Contractor of any obligations under this Contract. A state
or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this
Article unless 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
General Provisions (Core Subrecipient) 2010 5/14/2009 30
one or more of the terms of this Contract, including but not limited to compliance with applicable
statutes, rules or regulations, the Department may take one or more of the actions listed below:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination, the Department will inform Contractor of the
termination no less than thirty (30) calendar days before the effective date of the termination
in a notice of termination, except for circumstances that require immediate termination as
described in the Emergency Action section of this Article. The notice of termination will
state the effective date of the termination, the reasons for the termination, and, if applicable,
alert 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 the Department to immediately exclude a person from participating
in contract transactions for a period of time, pending completion of an investigation and such
legal or debarment proceedings as may ensue. Contractor 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 with Contractor;
d) reduce the funding amount for failure to 1) provide goods and services as described in this
Contract or consistent with Contract performance expectations, 2) achieve or maintain the
proposed level of service, 3) expend funds appropriately and at a rate that will make full use
of the award, or 4) achieve local match, if required;
e) disallow costs and credit for matching funds, if any, for all or part of the activities or action
not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of a working capital advance, if applicable, or reimbursements or
payments to Contractor for proper charges or obligations incurred, pending resolution of
issues of noncompliance with conditions of this Contract or indebtedness to the United States
or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of cash payment means that
Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed,
inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract
provisions; or (3) indebtedness to the United States or to the State of Texas;
h) declare this Contract void upon the Department's determination that this Contract was
obtained fraudulently or upon the Department's determination that this Contract was illegal or
invalid from this Contract's inception and demand repayment of any funds paid under this
Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any
other state bid list, and barred from participating in future contracting opportunities with the
State of Texas;
j) delay execution of a new contract or contract renewal with Contractor while other imposed or
proposed sanctions are pending resolution;
General Provisions (Core Subrecipient) 2010 5/14/2009
31
k) place Contractor on probation. Probation means that Contractor will be placed on accelerated
monitoring for a period not to exceed six (6) months at which time items of noncompliance
must be resolved or substantial improvement shown by Contractor. Accelerated monitoring
means more frequent or more extensive monitoring will be performed by Department than
would routinely be accomplished;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by Contractor;
n) require additional or more detailed, financial and/or programmatic reports to be submitted by
Contractor;
o) demand repayment from Contractor when it is verified that the Contractor has been overpaid,
e.g., because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices, or failure to comply with Contract terms;
p) pursue a claim for damages as a result of breach of contract;
q) require Contractor to prohibit any employee of Contractor from performing under this
Contract or having direct contact with DSHS-funded clients or participants, or require
removal of any officer or governing body member, if the employee, officer or member of the
governing body has been indicted or convicted of the misuse of state or federal funds, fraud or
illegal acts that are in contraindication to continued obligations under this Contract, as
reasonably determined by DSHS;
r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, or any
penalty (if the penalty is permitted by statute) imposed by DSHS, and take repayment from
funds available under this Contract in amounts necessary to fulfill Contractor's payment or
repayment obligations;
s) reduce the Contract term;
t) recoup improper payments when it is verified that the Contractor has been overpaid, e.g.,
because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices or failure to comply with Contract terms;
u) assess liquidated damages; or
v) impose other remedies or penalties permitted by statute.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in
writing when a remedy or sanction is imposed (with the exception of accelerated monitoring, which
may be unannounced), stating the nature of the remedies and sanction(s), the reasons for imposing
them, the corrective actions, if any, that must be taken before the actions will be removed and the
time allowed for completing the corrective actions, and the method, if any, of requesting
reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or
recoupment, Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a
written response to Department acknowledging receipt of such notice. If requested by the
Department, the written response shall state how Contractor shall correct the noncompliance
(corrective action plan) or demonstrate in writing that the findings on which the remedies or
sanction(s) are based are either invalid or do not warrant 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 submit a corrective action plan for DSHS approval and take corrective
action as stated in the approved corrective action plan. If DSHS determines that repayment is
warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not
General Provisions (Core Subrecipient) 2010 5/14/2009 32
received within the time limit stated in the demand letter, and if recoupment is available, DSHS will
recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract.
Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or
suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future
contract awards, or delay contract execution by delivering written notice to Contractor, by any
verifiable method, stating the reason for the emergency action. An "emergency" is defined as the
following:
a) Contractor is noncompliant and the noncompliance has a direct adverse impact on the public
or client health, welfare or safety. The direct adverse impact may be programmatic or
financial and may include failing to provide services, providing inadequate services,
providing unnecessary services, or utilizing resources so that the public or clients do not
receive the benefits contemplated by the scope of work or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department
on a case-by-case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE 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 invoked. A copy of the notice shall also
be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent
to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260, subchapter C.
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260,
subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged
breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided
in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue
from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither the execution of this
Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract
shall be considered a waiver of sovereign immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency
of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part.
General Provisions (Core Subrecipient) 2010 5/14/2009 33
i ~ ~ r
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 16.05 Termination For Cause. Either Party may terminate for material breach of this
Contract with at least thirty (30) calendar days written notice to the other Party. Department may
terminate this Contract, in whole or in part, for breach of contract or for any other conduct that
jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to
Contractor. Such conduct may include one or more of the following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of
its subcontractor to communicate with Department as necessary for the performance or
oversight of this Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided under
this Contract;
d) Department determines that Contractor is without sufficient personnel or resources to perform
under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its
requirements under this Contract or exercise adequate control over expenditures or assets;
e) Department determines that Contractor, its agent or another representative offered or gave a
gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the
purpose of obtaining a contract or favorable treatment;
f) Department determines that this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing, drafting or preparing the
specifications, requirements or statement(s) of work or Solicitation Document on which this
Contract is based in violation of Tex. Gov. Code § 2155.004; or Department determines that
Contractor was ineligible to receive this Contract under Tex. Gov. Code §§ 2155.006 or
2261.053 related to certain disaster response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may include
one or more of the following:
1) Contractor fails to make payments;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by
insurance) is rendered by any court or governmental body against Contractor, and
Contractor does not (a) discharge the judgment or (b) provide for its discharge in
accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar
days from the date of entry of the judgment, and within the thirty (30)-day period or a
longer period during which execution of the judgment has been stayed, appeal from the
judgment and cause the execution to be stayed during such appeal while providing such
reserves for the judgment as may be required under generally accepted accounting
principles;
5) a writ or warrant of attachment or any similar process is issued by any court against all or
any material portion of the property of Contractor, and such writ or warrant of attachment
or any similar process is not released or bonded within thirty (30) calendar days after its
entry;
6) Contractor is adjudicated bankrupt or insolvent;
General Provisions (Core Subrecipient) 2010 5/14/2009
35
t , ~ ~
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, receivership or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any case or petition against it under any
such law;
8) any property or portion of the property of Contractor is sequestered by court order and the
order remains in effect for more than thirty (30) calendar days after Contractor obtains
knowledge thereof;
9) a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dissolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within
thirty (30) calendar days;
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or
of all or any part of its property;
h) Contractor's management system does not meet the UGMS management standards; or
i) Any required license, certification, permit, registration or approval required to conduct
Contractor's business or to perform services under this Contract is revoked, is surrendered,
expires, is not renewed, is inactivated or is suspended.
Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate
by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this
Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated
termination in good faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 17.01 Void Contracts. Department may hold this Contract void upon determination that the
award was obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor
who has been a party to a contract with DSHS that has been found to be void, suspended, or
terminated for cause is not eligible for expansion of current contracts, if any, or new contracts or
renewals until the Department has determined that Contractor has satisfactorily resolved the issues
underlying the suspension or termination. Additionally, if this Contract is found to be void, any
amount paid is subject to repayment.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from
the Department of termination of a contract with DSHS funded by block grant funds, Contractor may
request an administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own
terms, Contractor shall cease services under this Contract or Program Attachment; and shall
cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as
General Provisions (Core Subrecipient) 2010 5/14/2009
36
F ti.
necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or
other entity designated by DSHS. Upon receiving notice of Contract or Program Attachment
termination or non-renewal, the Contractor agrees to immediately begin to effect an orderly and safe
transition of recipients of services to alternative service providers, as needed. Contractor also agrees
to completely cease providing services under this Contract or Program Attachment by the date
specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services
performed after termination or expiration of this Contract or Program Attachment, or incur any
additional expenses once this Contract or Program Attachment is terminated or has expired. Upon
termination, expiration or non-renewal of this Contract or a Program Attachment, Contractor shall
immediately initiate Closeout activities described in this Article.
Section 18.02 Administrative Offset. The Department shall have the right to administratively offset
amounts owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other
Closeout reports required under this Contract within sixty (60) calendar days after the Contract or
Program Attachment end date. Unless otherwise provided under the Final Billing Submission section
of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are
not received within sixty (60) calendar days after the Contract or Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid 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 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, within sixty (60) calendar days after the end of each year of this Contract, shall
submit to the Division Contract Management Unit assigned to the Program Attachment all financial
and reconciliation reports required by Department in forms as determined by Department. Required
reconciliation forms and reports may include the following: Cash Match Participation Form, In-kind
Match Participation Form, Program Income Report, Equipment Inventory, Controlled Items
Inventory, Contractor's Release Agreement, and Reconciliation Refund Remittance Form. Any
additional forms or reports required by Department will be posted on the DSHS website prior to the
reconciliation period. Unless otherwise directed by Department, all forms and reports must be
submitted in hard copies, with original signatures if required, to DSHS by the due date.
General Provisions (Core Subrecipient) 2010 5/14/2009 37