HomeMy WebLinkAboutC2009-443 - 10/20/2009 - ApprovedDEPARTMENT OF STATE HEALTH SERVICES
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This contract, number 2010-031609 (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 CITY
OF CORPUS CHRISTI (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 $22,500.00, 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:
2010-031609-001 SEAFOOD & AQUATIC LIFE
c. General Provisions (Vendor)
d. Solicitation Document(s), and
e. Contractor's response(s) to the Solicitation Document(s). N/A
f. Exhibits. N/A
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
2009-443
Res. 028359
10/20/09
Dept. Of State Health Svcs.
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee• The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF CORPUS CHRISTI
Address: PO BOX 9277
CORPUS CHRISTI, TX 78469-9277
Vendor Identification Number: 17460005741027
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, 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.
DEPARTMENT OF STATE HEALTH SERVICES
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Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
CITY OF CORPUS CHRISTI
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AUSTIN, TEXAS 78756
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CONTRACT N0.2010-031609
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000351980
CONTRACTOR: CITY OF CORPUS CHRISTI
DSHS PROGRAM: SEAFOOD & AQUATIC LIFE
TERM: 09/01/2009 THRU: 08/31/2010
SECTION I. STATEMENT OF WORK:
Contractor shall provide laboratory services for the analysis of bay water samples collected by the
Department of State Health Services (DSHS). Tests shall be performed in a laboratory certified to
meet United States (U.S.) Food and Drug Administration requirements for shellfish waters testing.
SECTION II. PERFORMANCE MEASURES:
Contractor shall:
• Provide testing capacity for a minimum of forty (40) laboratory analysis tests of bay water
samples per day for DSHS field offices. The number of laboratory analysis tests of bay water
samples required per year is approximately 800-1500. Peak laboratory needs are from October
15 through May 15;
• Analyze bay water samples for fecal coliform using the Association of Analytical Chemists
(AOAC) modified A-1 method for Most Probable Number (MPN) using multiple-tube
fermentation;
• Be available for providing analyses a minimum of six (6) days a week, 8:00 am to 5:00 pm;
• Make results available to DSHS by phone and fax within two (2) hours of completion of
laboratory analyses and mail legible, reproducible laboratory result forms to DSHS at the
following address:
Department of State Health Services
Attn: Seafood and Aquatic Life Group
PO Box 149347 MC: 1987
Austin, Texas 78714-9347
Be accessible by land and air travel, and be in a location where delivery services are available
which can guarantee overnight delivery;
• Be certified by the U.S. Food and Drug Administration or its certifying agency Department of
State Health Services for analysis of shellfish waters;
PROGRAM ATTACHMENT -Page 1
Meet laboratory proficiency standards as set forth in Laboratory Procedures for the
Examination of Seawater and Shellfish, fifth edition, 1985, or the latest edition accepted by the
U.S. Food and Drug Administration, for analysis of shellfish by laboratories that have been
cleaned and autoclaved; and
• Return bay water sample bottles to the originating DSHS field office in containers supplied by
DSHS, return freight collect to DSHS.
SECTION III. SOLICITATION DOCUMENT: Exempt-Governmental Entity
SECTION IV. RENEWALS: DSHS may renew the Program Attachment for up to four (4) additional
one (1) year terms at DSHS's sole discretion.
SECTION V. PAYMENT METHOD: Fee for Service
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall submit a State of Texas Purchase Voucher (Form B-13) monthly, for services
performed each month, to:
Department of State Health Services
Claims Processing Unit MC: 1940
PO Box 149347
Austin, Texas 78714-9347
Contractor may submit the State of Texas Purchase Voucher (Form B-13) via facsimile at (512) 458-
7442 or e-mail at mailto:invoices@dshs.state.tx.us.
Form B-13 shall include the total number of laboratory tests performed for which results are reported.
Compensation for tests shall be based on the bidder's test fee schedule for the test.
Payment under this contract Attachment is subject to availability of funds. If funds become
unavailable, DSHS shall immediately notify Contractor in writing. Contractor will be relieved of
performance under this contract Attachment if notified in writing that funds are or will be unavailable.
SECTION VII. BUDGET:
DSHS will pay Contractor an amount of $25.00 for each completed and satisfactorily performed fecal
coliform test.
Total payments will not exceed $22,500.00
SOURCE OF FUNDS: State
SECTION VIII. SPECIAL PROVISIONS: N/A
PROGRAM ATTACHMENT -Page 2
Fiscal Year 2010 Department of State Health Services Contract
General Provisions
(Core/Vendor)
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 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 1.05 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 U.S.C.A. §§
General Provisions (Core Vendor 2009) Page: GP 1
2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 U.S.C.A. §§ 1681-1683, and
1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.A. § 794(a); 4) the
Americans with Disabilities Act of 1990, 42 U.S.C.A. §§ 12101 et seq.; 5) Age Discrimination Act
of 1975, 42 U.S.C.A. §§ 6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970, 42 U.S.C.A. § 290dd (b)(1); 7) 45 CFR
Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O.
11246; 9) Tex. Labor 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 U.S.C.A. §§ 1101 et seq., relating to drug
abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 290dd-2, and 42 C.F.R.
pt. 2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 U.S.C.A. §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 U.S.C.A. § 1324a, regarding employment
verification;
f) Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non-use of all tobacco
products;
g) National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et seq., and 6601
(P.L. 93-348 and P.L. 103-43), regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 U.S.C.A. §§ 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 U.S.C.A. §§ 201 et seq., and the Intergovernmental Personnel
Act of 1970, 42 U.S.C.A. §§ 4701 et seq., as applicable, concerning minimum wage and maximum
hours;
7) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
k) Texas Workers' Compensation Act, Tex. Labor Code Chapters 401-406, and 28 Tex. Admin.
Code pt. 2, regarding compensation for employees' injuries;
1) The Clinical Laboratory Improvement Amendments of 1988, 42 U.S.C. § 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 U.S.C. §§ 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
General Provisions (Core Vendor 2009) Page: GP 2
32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control
Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to
Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in
accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance
purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-
234); 5) Assurance of project consistency with the approved State Management program
developed under the Coastal Zone Management Act of 1972, 16 U.S.C. §§ 1451 et seq.; 6) Federal
Water Pollution Control Act, 33 U.S.C. §§1251 et seq.; 7) Protection of underground sources of
drinking water under the Safe Drinking Water Act of 1974, 42 U.S.C. §§ 300f-300j; 8) Protection
of endangered species under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq.; 9)
Conformity of federal actions to state clean air implementation plans under the Clean Air Act of
1955, 42 U.S.C. §§7401 et seq.; 10) Wild and Scenic Rivers Act of 1968, 16 U.S.C. §§ 1271 et
seq., related to protecting certain rivers system; and 11) Lead-Based Paint Poisoning Prevention
Act, 42 U.S.C. §§ 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 C.F.R. Part 900, Subpart F;
q) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (P.L. 91-646), relating to fair treatment of persons displaced or whose property is
acquired as a result of Federal or federally-assisted programs;
r) Davis-Bacon Act, 40 U.S.C. §§ 276a to 276a-7; the Copeland Act, 40 U.S.C. §§ 276c and 18
U.S.C. § 874; and the Contract Work Hours and Safety Standards Act, 40 U.S.C. §§ 327-333,
regarding labor standards for federally-assisted construction subagreements;
s) National Historic Preservation Act of 1966, § 106, 16 U.S.C. § 470; Executive Order 11593;
and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§ 469a-1 et seq.)
regarding historic property to the extent necessary to assist DSHS in complying with the Acts; and
t) 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 1.06 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 12.18;
2) Independent Contractor, Section 11.07 (delete the third sentence in its entirety; delete the
word "employees" from the fourth sentence; the remainder of the section applies);
3) Historically Underutilized Businesses (HUBs), Section 11.02 (Contractor, however, shall
comply with HUB requirements of other statutes and rules specifically applicable to that
entity);
General Provisions (Core Vendor 2009) Page: GP 3
4) Debt to State and Corporate Status, Section 3.01;
5) Application of Payment Due, Section 3.02; and
6) Article XIV, 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, 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;
3) DSHS certifies that it has the authority to enter into this Contract granted in Health and
Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to
enter into and perform this Contract; and
4) DSHS will reimburse Contractor for the actual costs, or the nearest practicable estimates
of the costs, of providing the goods and/or services under the Contract. Contractor certifies
that any such estimates were based on Contractor's detailed cost analysis developed prior to
the execution of the Contract, of the costs of providing the goods and/or services to DSHS. If
estimates are used, the Parties agree that those estimates are to be used as not-to-exceed
amounts of the Contract deliverables; however, the Parties agree that the Contractor will
receive reimbursement of its actual costs only, up to the not-to-exceed amount.
c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791;
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 Contract Provisions section), when signed by a duly authorized representative
of Contractor, shall be effective as of the effective date specified by the Department, whether that
date is prior to or after the date of any ratification by Contractor's governing body.
Section 1.07. Civil Rights Policy 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. S ls` Street, 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.
General Provisions (Core Vendor 2009) Page: GP 4
Section 1.08 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 a
federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in
providing services, as appropriate, in the following areas: community evacuation; health and medical
assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and
medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug,
and medical device safety; worker health and safety; mental health and substance abuse; public health
information; vector control and veterinary services; and victim identification and mortuary services.
Disaster services shall be carried out in the manner most responsive to the needs of the emergency, be cost-
effective, and be least intrusive on the primary services of the Contractor.
Section 2.03 Consent to Medical Care 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 anon-parent or the
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;
General Provisions (Core Vendor 2009) Page: GP 5
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. 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, 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 (Texas 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.
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 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,
General Provisions (Core Vendor 2009) Page: GP 6
as stated in the Program Attachment(s), and acceptable submission of all required documentation, reports,
forms and/or deliverable(s).
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 payment monthly within thirty (30) calendar days following the end of the month
covered by the bill.
Section 4.03 Third Party Payors. A third party payor is any person or entity who has the legal
responsibility for paying for all or part of the services provided, including commercial health or liability
insurance carriers, Medicaid, or other federal, state, local, and private funding sources. Except as provided
in 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 maybe
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 are contingent upon a signed Contract and will not
exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the
service, work, and/or product has been authorized by the Department and performed or provided pursuant to
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 by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments to
Contractor to offset overpayments that Contractor has not refunded to Department. Department may take
repayment (recoup) from funds available under this Contract, in amounts necessary to fulfill Contractor's
repayment obligations.
ARTICLE VI CONFIDENTIALITY
Section 6.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this Contract,
General Provisions (Core Vendor 2009) Page: GP 7
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 law, 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]); Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576,
577, 596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable Rules.
Section 6.02 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.
Section 6.03 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), Health and Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other
applicable law or rules. Contractor shall disclose information described in Health and Safety Code §
614.017(a)(2) relating to special needs offenders, to an agency described in Health and Safety Code §
614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to
be disclosed under 45 CFR Part 164 or other applicable law.
Section 6.04 Security of Patient or Client Records. Contractor must ensure that patient and client
records are managed in compliance with state and federal law relating to security and retention of medical
or mental health and substance abuse patient 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 6.05 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
htt_p://www.dshs.state.tx.us/hivstd/policy/policies. shtm.
ARTICLE VII RECORDS RETENTION
Section 7.01 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 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
General Provisions (Core Vendor 2009) Page: GP 8
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) 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.
ARTICLE VIII ACCESS AND INSPECTION
Section 8.01 Access. In addition to any right of access arising by operation of law, Contractor, and
any of Contractor's affiliate or subsidiary organizations or subcontractors 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, the Office of the Inspector General at HHSC (OIG),
and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where
business is conducted or client services are performed, and all records (including client and patient records,
if any), books, papers or documents related to this Contract. 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 the 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 8.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers,
documents, or recordings related to this Contract available for inspection, audit, or reproduction during
normal business hours to any authorized representative of the 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 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records or during an inspection of Contractor's site 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.
General Provisions (Core Vendor 2009) Page: GP 9
ARTICLE IX NOTICE REQUIREMENTS
Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for the following public health programs: HIV/STD; Family
Planning (Titles 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
located at www.dshs.state.tx.us/childabusereporting as required by the Department. Contractor shall retain
reporting documentation on site and make it available for inspection by DSHS.
Section 9.02 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 9.03 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 9.04 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
terminated 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 cone-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 9.05 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 or the Contractor's governing
body.
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Section 9.06 Performance Malfeasance. Contractor shall report to the Division Contract
Management Unit assigned to the Program Attachment, any knowledge of debarment, suspected fraud, or
unlawful activity 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 9.07 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 offense 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 any 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 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a
violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard
to the Department, another state agency, or any federal, state or local law enforcement official.
Section 9.09 Documentation. Contractor shall maintain appropriate documentation of all notices
required under these General Provisions.
ARTICLE X ASSURANCES AND CERTIFICATIONS
Section 10.01 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;
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
General Provisions (Core Vendor 2009) Page: GP 11
involvement in any program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three (3)-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 a three (3)-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 10.02 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%) 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 10.03 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.
Section 10.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give,
nor intends to give at anytime hereafter, any economic opportunity, present or future employment, gift, loan,
gratuity, special discount, trip, favor, service, or anything of monetary value to a DSHS or HHSC official or
employee in connection with this Contract.
Section 10.05 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
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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 developing, drafting or preparation of
specifications, requirements or statements 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 10.06 Antitrust. Pursuant to 15 U.S.C.A. Sec. 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 made to 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.
ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 11.01 Program Site. All Contractors shall ensure that the location where services are provided
is in compliance with all applicable local, state and federal zoning, building, health, fire, and safety
standards.
Section 11.02 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 iub. If Contractor has filed a HUB
subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a
change in the plan, Contractor must obtain prior approval of the revised plan from the Department's HUB
Coordinator 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 11.03 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 11.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that
they are in good standing with all state and federal funding and regulatory agencies; are not currently
debarred, suspended, or otherwise excluded from participation in federal grant programs; 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.
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Section 11.05 Independent Contractor. Contractor is an independent contractor. Contractor shall
direct and be responsible for the performance of its employees, subcontractors, joint venture participants or
agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose
whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors,
joint venture participants or agents will not be eligible for unemployment compensation from the
Department or the State of Texas.
Section 11.06 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(s) and guarantee(s) that
they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and
legally bind Contractor to all of its terms.
Section 11.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely
responsible for filing all required state and federal tax forms and making all tax payments. In the event that
the Department discovers that Contractor has a liability or has failed to remain current on a delinquent
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 11.08 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; 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.
ARTICLE XII GENERAL TERMS
Section 12.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part,
in this Contract, without the prior written consent of the Department.
Section 12.02 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 awarding of any contract or the
extension, continuation, renewal, amendment, or modification of any contract (31 U.S.C.A. § 1352). 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
General Provisions (Core Vendor 2009) Page: GP 14
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 24; A-110 section_.27 and A-21 paragraphs 17 and 28.
Contractor shall include this provision in any subcontracts.
Section 12.03 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 12.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS
any transaction between the Contractor and a related party that is part of the work that the Department is
purchasing under this Contract before entering into the transaction or 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 C.F.R. § 74.42.
Section 12.05 Intellectual Property. Texas Health and Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright, patent,
or trademark/service mark law.
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 a "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,
General Provisions (Core Vendor 2009) Page: GP 15
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 a eg nc_y)" or "The
project described was supported by grant number from (federal awarding_a,~ency)" and "Its
contents are solely the responsibility of the authors and do not necessarily represent the official
views of the (federal awarding a~ency)."
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 12.06 Other Intangible Property. At the conclusion of the contractual relationship between
Department and the Contractor, for any reason, Department shall have the sole ownership rights and interest
in all non-copyrightable intangible property that was developed, produced or obtained by Contractor as a
specific requirement under this Contract or under any grant that funds this Contract, such as domain names,
U1ZLs, 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 12.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal
or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect
as if never incorporated, but all other provisions will continue. The Parties represent and agree that the
language contained in this Contract is to be construed as jointly drafted, proposed and accepted.
Section 12.08 Legal Notice. Any notice required or permitted to be given by the provisions of this
Contract shall be deemed to have been received by a Party on the third business day after the date on which
it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by
certified mail, on the date of receipt.
Section 12.09 Successors. This Contract shall be binding upon the Parties and their successors and
assignees, except as expressly provided in this Contract.
General Provisions (Core Vendor 2009) Page: GP 16
Section 12.10 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 12.11 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 12.12 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 12.13 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 12.14 Amendment. All 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 request for 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 an
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 12.15 Contractor's Notification of Change to Certain Contract Provisions. The following
changes may be 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; and
c) Minor corrections or clarifications to the Contract language that in no way alter the scope of
work, objectives or performance measures.
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.
Section 12.16 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. An amendment to the Contract for a change in
General Provisions (Core Vendor 2009) Page: GP 17
clinic hours or location may be made through a Contractor's Revision Request, rather than through the
amendment process described in the Amendment section of this Article.
In order to request a revision of clinic hours or location, Contractor shall obtain a Contract Revision Request
form from the DSHS website and complete the form as directed by the Department. Two (2) 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 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY
DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUTT OR FROM
LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF
LAW.
Section 12.18 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 12.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any
action, non-action or default under this Contract shall not constitute a waiver of either party's rights under
this Contract.
Section 12.20 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 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 12.21 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
General Provisions (Core Vendor 2009) Page: GP18
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.
Section 12.22. Interim Contracts. The Parties agree that the Contract and/or any of its Program
Attachments shall automatically continue as an "Interim Contract" beyond the expiration date of the
term of the Contract or Program Attachment(s), as applicable, under the following circumstances: (1)
on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of
disaster declared by the Governor that affects the ability or resources of the DSHS contract or program
staff managing the Contract to complete in a timely manner the extension, renewal, or other standard
contract process for the Contract or Program Attachment; and (2) DSHS makes the determination in its
sole discretion that an Interim Contract is appropriate under the circumstances. DSHS shall notify
Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS
is extending the Contract or Program Attachment for additional time for Contractor to perform or
complete the previously contracted goods and services (with no new or additional funding) or is
purchasing additional goods and services as described in the Program Attachment for the term of the
Interim Contract, or both. The notice will include billing instructions and detailed information on how
DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim
Contract will terminate thirty (30) days after the disaster declaration is terminated unless the Parties
agree to a shorter period of time.
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of
contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract 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 Department or agreed order issued by the
Department;
e) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
f) any misrepresentation in the assurances and certifications in the Contractor's application or
response to the Solicitation Document or in this Contract; or
g) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 13.02 General Remedies and Sanctions. 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
General Provisions (Core Vendor 2009) Page: GP19
for any breach of this Contract. 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 Contractor breaches this Contract by failing to comply with one or more of the terms of this
Contract, including but not limited to compliance with applicable statutes, rules or regulations, the
Department may take one or more of the actions listed below:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a
specific program type. In the case of termination, the Department will inform Contractor of
the termination no less than thirty (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 for services
provided from the effective date of termination;
b) suspend all or part of this Contract. Suspension is 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, unless expressly authorized by the notice of suspension;
c) deny additional or future contracts with Contractor;
d) temporarily withhold cash payments. Temporarily withholding cash payments
means the temporary withholding of 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;
e) permanently withhold cash payments. Permanent withholding of cash payment
means that Department retains funds billed by Contractor for (1) 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;
f) 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 under
this Contract;
g) 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;
h) delay execution of a new contract or contract renewal with Contractor while other
imposed or proposed sanctions are pending resolution;
i) demand repayment from Contractor when it has been verified that Contractor has
been overpaid, e.g., because payments are not supported by proper documentation or failure
to comply with Contract terms;
j) pursue a claim for damages as a result of breach of contract;
k) require Contractor to prohibit any employee of Contractor from performing under
this Contract or having direct contact with DSHS-funded clients or participant, if the
General Provisions (Core Vendor 2009) Page: GP20
employee 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;
1) withhold any payments to Contractor to satisfy any recoupment, liquidated damages or
any penalty (if the penalty is permitted by statute) and imposed by DSHS, and take repayment
from funds available under this Contract, in amounts necessary to fulfill Contractor's payment or
repayment obligations;
m) reduce the Contract term;
n) recoup improper payments when the Contractor has been overpaid, e.g., because
payments are not supported by proper documentation, improper billing or failure to comply with
Contract terms;
o) assess liquidated damages; or
p) impose other remedies or penalties permitted by statute.
Section 13.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in
writing when a remedy or sanction is imposed, 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 or 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 sanctions 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 final
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 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 13.04 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 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 and may include failing to provide services;
providing inadequate services; or providing unnecessary services.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a
case-by-case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT
Section 14.01 Breach of Contract Claim. The process for a breach of contract claim against the
Department provided for in Chapter 2260 of Tex. Gov. Code and implemented in the rules at 25 Tex.
General Provisions (Core Vendor 2009) Page: GP21
Admin. Code § § 1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of
contract claim against DSHS.
Section 14.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in
the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260,
Subchapter B, Tex. Gov. Code. To initiate the process, Contractor shall submit written notice, as required
by Subchapter B, to DSHS's Office of General Counsel. The notice shall specifically state that the
provisions of Chapter 2260, Subchapter B, are being invoked. A copy of the notice shall also be given to all
other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a
contested case proceeding under Chapter 2260, Subchapter C, Tex. Gov. Code.
Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, Subchapter C, Tex.
Gov. Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches
of contract by DSHS if the Parties are unable to resolve their disputes under this Article.
Section 14.04 Condition Precedent to Suit. Compliance with the contested case process provided in
Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the
Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this
Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract shall be
considered a waiver of sovereign immunity to suit.
Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a
claim constitutes grounds for the suspension of performance by Contractor, in whole or in part.
ARTICLE XV TERMINATION
Section 15.01 Expiration of Contract or Program Attachment(s). Except as provided in the
Survivability of Terms section of the General Terms Article, Contractor's service obligations set forth in
each Program Attachment shall end upon the expiration date of that Program Attachment unless extended or
renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of
this Contract maybe terminated with or without cause as set forth below.
Section 15.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's
authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary
relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor costs
resulting from obligations incurred by Contractor after termination of an award are not allowable unless
expressly authorized by the notice of termination. Upon termination of this Contract or Program
Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the
orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable, to
DSHS or other entity designated by DSHS. Upon termination of all or part of this Contract, Department and
Contractor will be discharged from any further obligation created under the applicable terms of this Contract
or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests
or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as
provided in the Survivability of Terms section of the General Terms Article. Termination does not,
however constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's
obligations to retain records and maintain confidentiality of information shall survive this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include (1) refusal to extend
General Provisions (Core Vendor 2009) Page: GP22
the term of a program attachment; (2) non-renewal of a contract or program attachment at Department's sole
discretion; or (3) voiding of a contract upon determination that the award was obtained fraudulently, or was
otherwise illegal or invalid from inception.
Section 15.04 Termination Without Cause.
a) Either Party may terminate this Contract or Program Attachment, as applicable, with at
least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks
to terminate a Contract or Program Attachment, as applicable, that involves residential client
services, Contractor must give the Department at least ninety (90) calendar days prior written
notice and must submit a transition plan to ensure client services are not disrupted.
b) The Parties may terminate this Contract or Program Attachment, as applicable, by mutual
agreement.
c) Either Party may terminate this Contract or Program Attachment, as applicable, with at
least thirty (30) calendar days prior written notice to the other Party in the event funds become
unavailable through lack of appropriations, budget cuts, transfer of funds between programs or
health and human service agencies, amendments to the Appropriations Act, health and human
services consolidations or any other disruption of current appropriated funding for this Contract or
Program Attachment.
d) Department may terminate this Contract or Program Attachment, as applicable,
immediately when, in the sole determination of Department, termination is in the best interest of
the State of Texas.
Section 15.05 Termination For Cause. Either Party may terminate for material breach of this Contract
with at least thirty (30) calendar days written notice to the other Party. Department may terminate this
Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract
objectives, by giving at least thirty (30) calendar days written notice to Contractor. Such conduct may
include one or more of the following:
a) Contractor fails 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;
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;
General Provisions (Core Vendor 2009) Page: GP23
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;
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; or
h) any required license, certification, permit, registration or approval required to
conduct Contractor's business or to perform under this Contract is revoked, surrendered,
expires, is not renewed, becomes inactive or is suspended.
Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by
any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract,
Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good
faith during the notice period.
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 16.01 Void Contracts. Department may hold this Contract void upon determination that the
award was obtained fraudulently or was otherwise illegal or invalid from its inception.
General Provisions (Core Vendor 2009) Page: GP24
Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who
has been a party to a contract with DSHS that has been found to be void, suspended, or terminated for cause
is not eligible for expansion of current contracts, if any, or new contracts or renewals until the Department
has determined that Contractor has satisfactorily resolved the issues underlying the suspension or
termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment.
Section 16.03 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 XVII CLOSEOUT AND CONTRACT RECONCILIATION
Section 17.01 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 and shall cooperate with DSHS to the fullest extent
possible upon expiration or prior to expiration, as 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 this Contract termination or non-renewal notice. Contractor shall not bill DSHS for
services performed after termination or expiration of the Contract or Program Attachment once this Contract
or Program Attachment is terminated or has expired. Upon termination, expiration or non-renewal of this
Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this
Article.
Section 17.02 Administrative Offset. The Department shall have the right to administratively offset
amounts owed by Contractor against billings.
Section 17.03 Deadline for Closeout. Contractor shall submit all 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 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 end date of the Contract or Program Attachment, as applicable.
Section 17.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount to
which the Contractor is finally determined to be entitled under the terms of 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 17.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment
does not affect the Department's right to 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.
General Provisions (Core Vendor 2009) Page: GP25
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 all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,
loans and cooperative agreements) and that al] 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 3l, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each
such failure.
Si re
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Print Nlg e o Authorized Individual
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Date
Application or Contract Num er
CORPUS CHRISTI-NUECES COUNTY
PUBLIC HEALTH DISTRICT (CITY)
Organization Name
CSCU # EF29-] 2374 -Revised 08.10.07
For City Attorney