HomeMy WebLinkAboutC2009-444 - 10/13/2009 - Approvedk
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DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2009-032213 (Contract),-is entered into by and between the Department of
State Health Services (DSHS or the Department), an agency of the State of Texas, and
CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (Contractor), a
Government Entity, (collectively, the Parties).
1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $41,667.00, 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 08/01/2009 and ends. on 06/30!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:
2009-032213-001 CPS-LABORATORY RESPONSE NETWORK-HPP
c. General Provisions (Sub-recipient)
d. Solicitation Document(s), and
e. Contractor's response(s) to the Solicitation Document(s).
f. Exhibits
Any changes made to the Contract, whether by edit or attachment, do not form mart of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
2009-444
Res. 028334
10/13/09
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.
92648-1
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC
HEALTH DjSTRICT
~ By: ~ll~~
Signature of Authorized Official Sign
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Date
Bob Burnette, C.P.M., CTPM
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Date
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Print Name and Title ~~
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
Bob. Burnette@dshs. state.tx.us
ICU( vip~r~~-•
Address
1.-f~Y' ,15 1..~~'ti'I~~"t i 1l ~~~~
Cit~tate, Zip
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Telephone Number
E-mail Address for O€iyeial Correspondence
~~~~~~~RUTHORitt~
SECRETARY ¢~°
RRDAAtW?0 CHAPi~
OiTY SECFsE*AfI"
Assi`afant City Attorr~y
Far City Attorney
92648-1
2009-032213-001
Categorical Budget:
PERSONNEL $35,316.00
FRINGE-BENEFITS $6,351.00
TRAVEL $0.00
EQUIPMENT $0.00
SUPPLIES $0.00
CONTRACTUAL $0.00
OTHER $0.00
TOTAL DIRECT CHARGES $41,667.00
INDIRECT CHARGES $0.00
TOTAL $41,667.00
DSHS SHARE $41,667.00
CONTRACTOR SHARE $0.00
OTHER MATCH $0.00
Total reimbursements will not exceed $41,667.00
Financial status reports are due: 11/30/2009, 03/02/2010, 05/31/2010, 08/30/2010
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Fiscal Year 2010 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Table of Contents
ARTICLE I COMPLIANCE AND REPORTING .....................................................................1
Section 1.01 Compliance with Statutes and Rules .................................................................. 1
Section 1.02 Compliance with Requirements of Solicitation Document .............................. 1
Section 1.03 Reporting .............................................................................................................. 1
Section 1.04 Client Financial Eligibility .................................................................................. 1
Section 1.05 Applicable Contracts Law and Venue for Disputes .......................................... l
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources ...................... l
Section 1.07 Statutes and Standards of General Applicability .............................................. 2
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts
................................................................................................................................ 4
Section 1.09 Civil Rights Policies and Complaints ................................................................. 5
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals ...................... 5
ARTICLE II SERVICES ................................................................................................................ 6
Section 2.01 Education to Persons in Residential Facilities ................................................... 6
Section 2.02 Disaster Services ................................................................................................... 6
Section 2.03 Consent to Medical Care of a Minor .................................................................. 6
Section 2.04 Telemedicine Medical Services ........................................................................... 6
Section 2.05 Fees for Personal Health Services ....................................................................... 7
Section 2.06 Cost Effective Purchasing of Medications ......................................................... 7
Section 2.07 Services and Information for Persons with Limited English Proficiency....... 7
ARTICLE III FUNDING ................................................................................................................. 7
Section 3.01 Debt to State and Corporate Status .................................................................... 7
Section 3.02 Application of Payment Due ............................................................................... 8
Section 3.03 Use of Funds ......................................................................................................... 8
Section 3.04 Use for Match Prohibited .................................................................................... 8
Section 3.05 Program Income ................................................................................................... 8
Section 3.06 Nonsupplanting .................................................................................................... 8
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ................................................. 8
Section 4.01 Payment Methods ................................................................................................. 8
Section 4.02 Billing Submission ................................................................................................ 9
Section 4.03 Final Billing Submission ...................................................................................... 9
Section 4.04 Working Capital Advance ................................................................................... 9
Section 4.05 Financial Status Reports (FSRs) ......................................................................... 9
Section 4.06 Third Party Payors .............................................................................................. 9
ARTICLE V TERMS AND CONDITIONS OF PAYMENT ...................................................10
Section 5.01 Prompt Payment .................................................................................................10
Section 5.02 Withholding Payments ......................................................................................10
Section 5.03 Condition Precedent to Requesting Payment ..................................................10
Section 5.04 Acceptance as Payment in Full .........................................................................10
General Provisions (Core Subrecipient) 2010 with TOC 61709
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS ................................ 10
Section 6.01 Allowable Costs .................................................................................................. 10
Section 6.02 Independent Single or Program-Specific Audit .............................................. 12
Section 6.03 Submission of Audit ........................................................................................... 12
ARTICLE VII CONFIDENTIALITY ....................................................................................... 13
Section 7.01 Maintenance of Confidentiality ........................................................................ 13
Section 7.02 Department Access to PHI and Other Confidential Information ................. 13
Section 7.03 Exchange of Client-Identifying Information ................................................... 13
Section 7.04 Security of Patient or Client Records ............................................................... 13
Section 7.05 HIV/AIDS Model Workplace Guidelines ........................................................ 14
ARTICLE VIII RECORDS RETENTION ................................................................................. 14
Section 8.01 Retention ............................................................................................................. 14
ARTICLE IX ACCESS AND INSPECTION .............................................................................. 14
Section 9.01 Access .................................................................................................................. 14
Section 9.02 State Auditor's Office ........................................................................................ 15
Section 9.03 Responding to Deficiencies ................................................................................ 15
ARTICLE X NOTICE REQUIREMENTS ................................................................................ 15
Section 10.01 Child Abuse Reporting Requirement ...............................................................15
Section 10.02 Significant Incidents ..........................................................................................15
Section 10.03 Litigation .............................................................................................................16
Section 10.04 Action Against the Contractor ..........................................................................16
Section 10.05 Insolvency ...........................................................................................................16
Section 10.06 Misuse of Funds and Performance Malfeasance .............................................16
Section 10.07 Criminal Activity and Disciplinary Action ......................................................16
Section 10.08 Retaliation Prohibited ........................................................................................17
Section 10.09 Documentation ...................................................................................................17
ARTICLE XI ASSURANCES AND CERTIFICATIONS .........................................................17
Section 11.01 Certification ........................................................................................................17
Section 11.02 Child Support Delinquencies ............................................................................18
Section 11.03 Authorization ......................................................................................................18
Section 11.04 Gifts and Benefits Prohibited ............................................................................18
Section 11.05 Ineligibility to Receive the Contract .................................................................18
Section 11.06 Antitrust ..............................................................................................................19
Section 11.07 Initiation and Completion of Work ..................................................................19
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR ......................19
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees ...........................................................................................................19
Section 12.02 Management and Control Systems ...................................................................19
Section 12.03 Insurance ............................................................................................................. 20
Section 12.04 Fidelity Bond ...................................................................................................... 20
Section 12.05 Liability Coverage .............................................................................................. 20
General Provisions (Core Subrecipient) 2010 with TOC 61709 2
Section 12.06 Overtime Compensation .................................................................................... 21
Section 12.07 Program Site ....................................................................................................... 21
Section 12.08 Cost Allocation Plan ........................................................................................... 21
Section 12.09 Reporting for Unit Rate and Fee-For-Service Contracts ............................... 21
Section 12.10 Historically Underutilized Businesses (HUBS). Admin. Code § 20.16(c)...... 22
Section 12.11 Buy Texas ............................................................................................................ 22
Section 12.12 Contracts with Subrecipient Subcontractors .................................................. 22
Section 12.13 Status of Subcontractors ................................................................................... 23
Section 12.14 Incorporation of Terms ..................................................................................... 23
Section 12.15 Independent Contractor .................................................................................... 23
Section 12.16 Authority to Bind ............................................................................................... 23
Section 12.17 Tax Liability ....................................................................................................... 23
Section 12.18 Notice of Organizational Change ...................................................................... 23
Section 12.19 Quality Management ......................................................................................... 23
Section 12.20 Equipment (Including Controlled Assets) Purchases ..................................... 23
Section 12.21 Supplies ............................................................................................................... 24
Section 12.22 Changes to Equipment List ............................................................................... 24
Section 12.23 Equipment Inventory and Protection of Assets ............................................... 24
Section 12.24 Bankruptcy ......................................................................................................... 24
Section 12.25 Title to Property ................................................................................................. 24
Section 12.26 Property Acquisitions ........................................................................................ 25
Section 12.27 Disposition of Property ...................................................................................... 25
Section 12.28 Closeout of Equipment ...................................................................................... 25
Section 12.29 Assets as Collateral Prohibited ......................................................................... 25
ARTICLE XIII GENERAL TERMS ........................................................................................... 25
Section 13.01 Assignment .......................................................................................................... 25
Section 13.02 Lobbying ............................................................................................................. 25
Section 13.03 Conflict of Interest ............................................................................................. 26
Section 13.04 Transactions Between Related Parties ............................................................. 26
Section 13.05 Intellectual Property .......................................................................................... 27
Section 13.06 Other Intangible Property ................................................................................. 28
Section 13.07 Severability and Ambiguity ............................................................................... 28
Section 13.08 Legal Notice ........................................................................................................ 28
Section 13.09 5uccessors ........................................................................................................... 28
Section 13.10 Headings .............................................................................................................. 28
Section 13.11 Parties .................................................................................................................. 28
Section 13.12 Survivability of Terms ....................................................................................... 28
Section 13.13 Direct Operation ................................................................................................. 28
Section 13.14 Customer Service Information .......................................................................... 28
Section 13.15 Amendment ......................................................................................................... 29
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions.......... 29
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions .............. 29
Section 13.18 Immunity Not Waived ....................................................................................... 30
Section 13.19 Hold Harmless and Indemnification ................................................................ 30
Section 13.20 Waiver .................................................................................................................30
Section 13.21 Electronic and Information Resources Accessibility Standards .................... 30
Section 13.22 Force Majeure .................................................................................................... 31
General Provisions (Core Subrecipient) 2010 with TOC 61709 3
Section 13.23 Interim Contracts ............................................................................................... 31
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE..
.............................................................................................................................. 32
Section 14.01 Actions Constituting Breach of Contract ......................................................... 32
Section 14.02 General Remedies and Sanctions ...................................................................... 32
Section 14.03 Notice of Remedies or Sanctions ....................................................................... 34
Section 14.04 Emergency Action .............................................................................................. 34
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT .................................................... 35
Section 15.01 Breach of Contract Claim ................................................................................. 35
Section 15.02 Notice ...................................................................................................................35
Section 15.03 Sole Remedy ........................................................................................................ 35
Section 15.04 Condition Precedent to Suit .............................................................................. 35
Section 15.05 Performance Not Suspended ............................................................................. 35
ARTICLE XVI TERMINATION ................................................................................................ 35
Section 16.01 Expiration of Contract or Program Attachment(s) ........................................ 35
Section 16.02 Effect of Termination ......................................................................................... 36
Section 16.03 Acts Not Constituting Termination .................................................................. 36
Section 16.04 Termination Without Cause ............................................................................. 36
Section 16.05 Termination For Cause ..................................................................................... 37
Section 16.06 Notice of Termination ........................................................................................ 38
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS ........................ 38
Section 17.01 Void Contracts .................................................................................................... 38
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract .............. 38
Section 17.03 Appeals Rights .................................................................................................... 38
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION ............................... 38
Section 18.01 Cessation of Services At Closeout ..................................................................... 39
Section 18.02 Administrative Offset ......................................................................................... 39
Section 18.03 Deadline for Closeout ......................................................................................... 39
Section 18.04 Payment of Refunds ........................................................................................... 39
Section 18.05 Disallowances and Adjustments ........................................................................ 39
Section 18.06 Contract Reconciliation ..................................................................................... 39
General Provisions (Core Subrecipient) 2010 with TOC 61709 4
Fiscal Year 2010 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
ARTICLE I COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall
require its subcontractor(s) to comply, with the requirements of the Department's rules of general
applicability and other applicable state and federal statutes, regulations, rules, and executive
orders, as such statutes, regulations, rules, and executive orders currently exist and as they may
be lawfully amended. The Department rules are located in the Texas Administrative Code, Title
25 (Rules). To the extent this Contract imposes a higher standard, or additional requirements
beyond those required by applicable statutes, regulations, rules or executive orders, the terms of
this Contract shall control. Contractor further agrees that, upon notification from DSHS,
Contractor shall comply with the terms of any contract provisions DSHS is required to include in
its contracts under legislation effective at the time of the effective date of this Contract or during
the term of this Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified
in these General Provisions or the Program Attachment(s), Contractor shall comply with the
requirements, eligibility conditions, assurances, certifications and program requirements of the
Solicitation Document, if any, (including any revised or additional terms agreed to in writing by
Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any
subsequent renewals. The Parties agree that the Department has relied upon the Contractor's
response to the Solicitation Document. The Parties agree that any misrepresentation contained in
the Contractor's response to the Solicitation Document shall constitute a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in .accordance with the reporting
requirements established by the Department and shall provide any other information requested
by the Department in the format required by DSHS. Failure to submit a required report or
additional requested information by the due date specified in the Program Attachment(s) or upon
request constitutes a breach of contract, may result in delayed payment and/or the imposition of
sanctions and remedies, and, if appropriate, emergency action; and may adversely affect
evaluation of Contractor's future contracting opportunities with the Department.
Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial
eligibility criteria, financial assessment procedures and standards developed by the Department
to determine client eligibility.
Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues
related to contract formation, performance, interpretation, and any issues that may arise in any
dispute between the Parties, this Contract shall be governed by, and construed in accordance
with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any
suit shall be Travis County, Texas.
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where
applicable, federal statutes and regulations, including federal grant requirements applicable to
funding sources, shall apply to this Contract. Contractor agrees to comply with applicable laws,
executive orders, regulations and policies as well as Office of Management and Budget (OMB)
Circulars, the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code
General Provisions (Core Subrecipient) 2010
Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal
circulars and incorporated in UGMS by the Governor's Budget, Planning and Policy Division.
UGMA and UGMS can be located through web links on the DSHS website at
http://www.dshs.state.tx.us/contracts/links.shtm. Contractor also shall comply with all
applicable federal and state assurances contained in UGMS, Part III, State Uniform
Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,
Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health
and Human Services Grants Policy Statement, both of which maybe located through weblinks
on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. For contracts funded
by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. It is Contractor's
responsibility to review and comply with all applicable statutes, rules, regulations, executive
orders and policies. To the extent applicable to Contractor, Contractor agrees to comply with the
following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent
amendments) that collectively prohibit discrimination on the basis of race, color, national
origin, limited English proficiency, sex, sexual orientation (where applicable),
disabilities, age, substance abuse, political belief or religion: 1) Title VI of the Civil
Rights Act of 1964, 42 USC §§ 2000d et seq.; 2) Title IX of the Education Amendments
of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act
of 1973, 29 USC § 794(a); 4) the Americans with Disabilities Act of 1990, 42 USC §§
12101 et seq.; 5) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S.
Department of Labor, Equal Employment Opportunity E.O. 11246; 9) Tex. Lab. Code
Chapter 21; 10) Food Stamp Act of 1977 (7 USC § 200 et seq.; 11) Executive Order
13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for
religious organizations; and 12) DSHS Policy AA-5018, Non-discrimination Policy for
DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug
abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR Part
2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 USC § 1324a, regarding employment
verification;
f) Pro-Children Act of 1994, 20 USC §§ 6081-6084, regarding the non-use of all tobacco
products;
g) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL
93-348 and PL 103-43), regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
General Provisions (Core Subrecipient) 2010 2
i) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel
Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and
maximum hours;
j) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons
with disabilities;
k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and 28 Tex.
Admin. Code Part 2, regarding compensation for employees' injuries;
1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding
the regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne
Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding
safety standards for handling blood borne pathogens;
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the
treatment of laboratory animals;
o) environmental standards pursuant to the following: 1) Institution of environmental quality
control measures under the National Environmental Policy Act of 1969, 42 USC §§
4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and
Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant
to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean
Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,
Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990, 42 Fed.
Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive
Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase
requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234);
5) Assurance of project consistency with the approved State Management program
developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)
Federal Water Pollution Control Act, 33 USC § 1251 et seq.; 7) Protection of
underground sources of drinking water under the Safe Drinking Water Act of 1974, 42
USC §§ 300f-300j; 8) Protection of endangered species under the Endangered Species
Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air
implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Wild
and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.) related to protecting certain
rivers system; and 11) Lead-Based Paint Poisoning Prevention Act (42 USC §§ 4801 et
seq.) prohibiting the use of lead-based paint in residential construction or rehabilitation;
p) Intergovernmental Personnel Act of 1970 (42 USC §§4278-4763) regarding personnel
merit systems for programs specified in Appendix A of the federal Office of Program
Management's Standards for a Merit System of Personnel Administration (5 CFR Part
900, Subpart F);
q) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (PL 91-646), relating to fair treatment of persons displaced or whose
property is acquired as a result of Federal or federally-assisted programs;
r) Davis-Bacon Act (40 USC §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and
18 USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-
333), regarding labor standards for federally-assisted construction subagreements;
s) National Historic Preservation Act of 1966, §106 (16 USC § 470), Executive Order
11593, and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1
General Provisions (Core Subrecipient) 2010 3
et seq.) regarding historic property to the extent necessary to assist DSHS in complying
with the Acts;
t) financial and compliance audits in accordance with Single Audit Act Amendments of
1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non-
Profit Organizations;" and
u) requirements of any other applicable state and federal statutes, executive orders,
regulations, rules and policies.
If this Contract is funded by a grant or cooperative agreement, additional state or federal
requirements found in the Notice of Grant Award are imposed on Contractor and incorporated
herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award
from the Division Contract Management Unit assigned to the Program Attachment.
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to Contractors
that are State agencies or units of local government; and certain additional provisions shall apply
to such Contractors.
a) The following sections or portions of sections of these General Provisions shall not apply
to interagency or interlocal contracts:
1) Hold Harmless and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete
the word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05;
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall
comply with HUB requirements of other statutes and rules specifically applicable to
that entity);
7) Debt to State and Corporate Status, Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency
contracts only).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with
the provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential
for the activities that are properly within the statutory functions and programs of the
affected agencies of State government; (2) the proposed arrangements serve the
interest of efficient and economical administration of the State government; and (3)
the services, supplies or materials contracted for are not required by Section 21 of
Article 16 of the Constitution of the State of Texas to be supplied under contract
given to the lowest responsible bidder; and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.
Health & Safety Code Chapter 1001, and Contractor certifies that it has specific
statutory authority to enter into and perform this Contract.
c) The following additional provisions shall apply to interlocal contracts:
General Provisions (Core Subrecipient) 2010 4
1) This Contract is entered into pursuant to the authority granted and in compliance with
the provisions of the Interlocal Cooperation Act, Tex. Gov. Code Chapter 791;
2) Payments made by DSHS to Contractor shall be from current revenues available to
DSHS; and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request
for Revision to Certain 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 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide
the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all
Contractor's civil rights policies and procedures. Contractor must notify HHSC's Office of Civil
Rights of any civil rights complaints received relating to performance under this Contract no
more than ten (10) calendar days after Contractor's receipt of the claim. Notice must be directed
to -
HHSC Civil Rights Office
701 W. 51 st St., Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phone (512) 438-4313
TTY Toll-free (877) 432-7232
Fax (512) 438-5885
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor
shall obtain and maintain all applicable licenses, certifications, permits, registrations and
approvals to conduct its business and to perform the services under this Contract. Any
revocation, surrender, expiration, non-renewal, inactivation or suspension of any such license,
certification, permit, registration or approval shall constitute grounds for termination of this
Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its
employees, staff and volunteers maintain in active status all licenses, certifications, permits,
registrations and approvals required to perform their duties under this Contract and shall prohibit
any person who does not hold a current, active required license, certification, permit, registration
or approval from performing services under this Contract.
General Provisions (Core Subrecipient) 2010 5
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall
ensure that all persons, who are housed in Department-licensed and/or -funded residential
facilities and who are twenty-two (22) years of age or younger, have access to educational
services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education
agency or local early intervention program as prescribed by Tex. Educ. Code § 29.012 not later
than the third calendar day after the date a person who is twenty-two (22) years of age or
younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including
natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by
the Governor, or as a federal disaster by the appropriate federal official, Contractor maybe
called upon to assist DSHS in providing services, as appropriate, in the following areas:
community evacuation; health and medical assistance; assessment of health and medical needs;
health surveillance; medical care personnel; health and medical equipment and supplies; patient
evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety;
worker health and safety; mental health and substance abuse; public health information; vector
control and veterinary services; and victim identification and mortuary services. Disaster
services shall be carried out in the manner most responsive to the needs of the emergency, be
cost-effective, and be least intrusive on the primary services of the Contractor.
Section 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 child or pursuant to other state law. If requirements of
federal law relating to consent directly conflict with Tex. Fam. Code, Chapter 32, federal law
shall supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance
with written procedures and using protocol approved by the Contractor's medical director and
utilizing equipment that complies with the equipment standards as required by the Department.
Procedures of telemedicine service provision must include the following requirements:
a) clinical oversight by the Contractor's medical director or designated physician
responsible for medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal
laws;
e) use by credentialed licensed providers providing clinical care within the scope of their
licenses;
f) demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
General Provisions (Core Subrecipient) 2010 6
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services
provided by electronic means under Rule § 448.911.
Section 2.05 Fees for Personal Health Services. Contractor may develop a system and
schedule of fees for personal health services in accordance with the provisions of Tex. Health &
Safety Code § 12.032, DSHS Rule §1.91 covering Fees for Personal Health Services, and other
applicable laws or grant requirements. The amount of a fee shall not exceed the actual cost of
providing the services. No patient maybe denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this
Contract, Contractor shall make needed medications available to clients at the lowest possible
prices and use the most cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency.
Contractor agrees to take reasonable steps to provide services and information both orally and in
writing, in appropriate languages other than English, in order to ensure that persons with limited
English proficiency are effectively informed and can have meaningful access to programs,
benefits, and activities. Contractor shall identify and document on the client records the primary
language/dialect of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of a
translator or interpreter. Contractor shall make every effort to avoid use of any persons under the
age of eighteen (18) or any family member or friend of the client as an interpreter for essential
communications with a client with limited English proficiency unless the client has requested
that person and the use of such a person would not compromise the effectiveness of services or
violate the client's confidentiality and the client is advised that a free interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the
Department will not approve and the State Comptroller will not issue payment to Contractor if
Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a
corporation, certifies by execution of this Contract that it is current and will remain current in its
payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise
taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further
certifies that it is and will remain in good standing with the Secretary of State's office. A false
statement regarding franchise tax or corporate status is a material breach of this Contract. If
franchise tax payments become delinquent during the Contract term, all or part of the payments
under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full.
General Provisions (Core Subrecipient) 2010 7
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under
this Contract will be applied towards any debt of Contractor, including but not limited to
delinquent taxes and child support that is owed to the State of Texas.
Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds only for
the provision of approved services and for reasonable and allowable expenses directly related to
those services.
Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this
Contract shall not be used for matching purposes in securing other funding unless directed or
approved by the Department in writing.
Section 3.05 Program Income. Gross income directly generated from Department funds
through a project or activity performed under a Program Attachment and/or earned only as a
result of a Program Attachment during the term of the Program Attachment are considered
program income. Unless otherwise required under the terms of the grant funding this Contract,
the addition alternative, as provided in UGMS § _.25(g)(2), for the use of program income shall
be used by Contractor to further the program objectives of the state or federal statute under
which the Program Attachment was made, and it shall be spent on the same Program Attachment
project in which it was generated. Contractor shall identify and report this income in accordance
with the Compliance and Reporting Article of these General Provisions and the provisions of the
Program Attachment(s). Contractor shall expend program income during the Program
Attachment term and may not carry forward to any succeeding term. Program income not
expended in the term in which it is earned shall be refunded to DSHS. DSHS may base future
funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and
reporting program income, and in utilizing it for the purposes and conditions set forth in this
Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract
to replace or substitute existing funding from other sources that also supports the activities that
are the subject of this Contract) but rather shall use funds from this Contract to supplement
existing state or local funds currently available for a particular activity. Contractor shall make a
good faith effort to maintain its current level of support. Contractor maybe required to submit
documentation substantiating that a reduction in state or local funding, if any, resulted for
reasons other than receipt or expected receipt of funding under this Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the
Program Attachment(s), the payment method for each program shall be one of the following
methods:
a) cost reimbursement. This payment method is based on an approved budget in the
Program Attachment(s) and acceptable submission of a request for reimbursement; or
b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified
rate(s) or fee(s) for delivery of a specified unit(s) of service, as stated in the Program
Attachment(s) and acceptable submission of all required documentation, forms and/or
reports.
General Provisions (Core Subrecipient) 2010 8
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the
Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified
in the Program Attachment(s) or permitted under the Third Party Payors section of this Article,
Contractor shall submit requests for reimbursement or payment monthly within thirty (30)
calendar days following the end of the month covered by the bill.
Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,
Contractor shall submit a reimbursement or payment request as a final close-out bill not later
than sixty (60) calendar days following the end of the term of the Program Attachment for goods
received and services rendered during the term. If necessary to meet this deadline, Contractor
may submit reimbursement or payment requests by facsimile transmission. Reimbursement or
payment requests received in DSHS's offices more than sixty (60) calendar days following the
end of the applicable term will not be paid. Consideration of requests for an exception will be
made on a case-by-case basis, subject to the availability of funding, and only for an extenuating
circumstance, such as, a catastrophic event, natural disaster, or criminal activity that substantially
interferes with normal business operations, or causes damage or destruction of a place of
business and/or records. A written statement describing the extenuating circumstance and the
last request for reimbursement must be submitted for review and approval to the DSHS
Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time
working capital advance per term of the Program Attachment maybe granted at the
Department's discretion. Contractor must submit documentation to the Division Contract
Management Unit assigned to the Program Attachment to justify the need for a working capital
advance. The working capital advance must be liquidated as directed by the Department. The
requirements for the documentation justifying the need for an advance and the directions for
liquidating the advance are found in the Contractor's Financial Procedures Manual located at
http://www.dshs. state.tx.us/contracts.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these
General Provisions or in the terms of the Program Attachment(s), for contracts with categorical
budgets, Contractor shall submit quarterly FSRs to Accounts Payable by the thirtieth calendar
day of the month following the end of each quarter of the Program Attachment term for
Department review and financial assessment. The final FSR must be submitted not later than
sixty (60) days following the end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has the
legal responsibility for paying for all or part of the services provided, including commercial
health or liability insurance carriers, Medicaid, or other federal, state, local, and private funding
sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill
the Department for services eligible for reimbursement from third party payors. Contractor shall
(a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that 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
General Provisions (Core Subrecipient) 2010 9
the Department for the deductible; (d) not bill the Department for any services eligible for third
party reimbursement until all appeals to third party payors have been exhausted, in which case
the 30-day requirement in the Billing Submission section will be extended until all such appeals
have been exhausted; (e) maintain appropriate documentation from the third party payor
reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided
under this Contract before submitting any request for reimbursement to Department; and (g)
provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this
Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a
signed Contract and will not exceed the total amount of authorized funds under this Contract.
Contractor is entitled to payment or reimbursement only if the service, work, and/or product has
been authorized by the Department and performed or provided pursuant to this Contract. If those
conditions are met, Department will make payment in accordance with the Texas prompt
payment law (Tex. Gov. Code Chapter 2251). Contractor must comply with Tex. Gov. Code
Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices
by the Department shall not constitute acceptance or approval of Contractor's performance, and
all invoices and Contractor's performance are subject to audit or review by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments
to Contractor to offset reimbursement for any ineligible expenditures, disallowed costs, or
overpayments that Contractor has not refunded to Department, or if financial status report(s)
required by the Department are not submitted by the date(s) due. Department may take
repayment (recoup) from funds available under this Contract in amounts necessary to fulfill
Contractor's repayment obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse
program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on
such funds before requesting cash payments including any advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal
Health Services section or under 25 Tex. Admin. Code § 444.413, Contractor shall accept
reimbursement or payment from DSHS as payment in full for services or goods provided to
clients or participants, and Contractor shall not seek additional reimbursement or payment for
services or goods from clients or participants or charge a fee or make a profit with respect to the
Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that
are incurred in conducting an assistance program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently
documented, pursuant to this Contract, DSHS will reimburse Contractor for allowable costs.
Contractor must have incurred a cost prior to claiming reimbursement and within the applicable
term to be eligible for reimbursement under this Contract. DSHS shall determine whether costs
General Provisions (Core Subrecipient) 2010 10
submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds
to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and
Contractor shall return the funds to DSHS within thirty (30) calendar days of the date of this
written notice. DSHS may withhold all or part of any payments to Contractor to offset
reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to
DSHS, or if financial status report(s) required under the Financial Status Reports section are not
submitted by the date(s) due. DSHS may take repayment (recoup) from funds available under
this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost
principles, audit requirements, and administrative requirements include-
Applicable Entity Applicable Cost Audit Administrative
Princi les Re uirements Re uirements
State, Local and OMB Circular OMB Circular UGMS, OMB
Tribal Governments A-87 A-133 and UGMS Circular A-102, and
applicable Federal
awarding agency
common rule
Educational OMB Circular OMB Circular OMB Circular A-110
Institutions A-21; and UGMS, A-133 and applicable Federal
as applicable awarding agency
common rule; and
UGMS, as ap licable
Non-Profit OMB Circular OMB Circular UGMS; OMB
Organizations A-122 A-133 and UGMS Circular A-110 and
applicable Federal
awarding agency
common rule
For-profit 48 CFR Part 31, OMB Circular A- UGMS and applicable
Organization other Contract Cost 133 and UGMS Federal awarding
than a hospital and an Principles agency common rule
organization named in Procedures, or
OMB Circular A-122 uniform cost
as not subject to that accounting
circular. standards that
comply with cost
principles
acceptable to the
federal or state
awardin a ency
A chart of applicable Federal awarding agency common rules is located through a weblink on the
DSHS website at http•//www dshs state.tx.uslcontracts/links.shtm. OMB Circulars will be
applied with the modifications prescribed by UGMS with effect given to whichever provision
imposes the more stringent requirement in the event of a conflict.
General Provisions (Core Subrecipient) 2010 11
Section 6.02 Independent Single or Program-Specific Audit. If Contractor within
Contractor's fiscal year expends a total amount of at least $500,000 in federal funds awarded,
Contractor must have a single audit or program-specific audit in accordance with the Office of
Management and Budget (OMB) Circ. No. A-133, the Single Audit Act of 1984, P L 98-502, 98
Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The
$500,000 federal threshold amount includes federal funds passed through by way of state agency
awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000
in state funds awarded, Contractor must have a single audit or program-specific audit in
accordance with UGMS, State of Texas Single Audit Circular. The HHSC Office of Inspector
General (OIG) will notify the Contractor to complete the Single Audit Determination
Registration Form. If Contractor fails to complete the Single Audit Determination Form within
thirty (30) calendar days after notification by OIG to do so, Contractor shall be subject to DSHS
sanctions and remedies for non-compliance with this Contract. The audit shall be conducted by
an independent certified public accountant and in accordance with applicable OMB Circulars,
Government Auditing Standards, and Uniform Grant Management Standards (UGMS) located
through a web link on the DSHS website at http•//www.dshs.state.tx.us/contracts/links.shtm.
Contractor shall procure audit services in compliance with this section, state procurement
procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state
governmental entity, shall competitively re-procure independent single audit services at least
every five (5) years. Incumbent audit firms may participate in the re-procurement process;
however, Contractor shall not procure services of the same audit firm for more than ten (10)
consecutive years and shall require that the audit firm limit the amount of time the lead or
coordinating audit partner (having primary responsibility for the audit) conducts the independent
audit to a maximum of five (5) years within aten-year period. Contractor may request, in
writing to the DSHS Contract Oversight and Support Section, an exception from lead partner
rotation for years six (6) through ten (10) of a ten-year period if the audit firm has only one lead
partner. If the request is approved, Contractor must require the audit firm to provide certification
annually for years six through ten that the audit firm has no more than one partner and must
require the audit firm to contract with an independent audit firm to perform a second partner
review of the single or program-specific audit work performed for the Contractor. Procurement
of audit services must comply with the procurement standards of 45 CFR Part 74 or 92, as
applicable, including obtaining competition and making positive efforts to use small, minority-
owned, and women-owned business enterprises.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit
reports required by the Independent Single or Program-Specific Audit section, Contractor shall
submit one copy to the Department's Contract Oversight and Support Section, and one copy to
the Texas Health and Human Services Commission (HHSC), Office of Inspector General (OIG),
at the following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box 149347
Austin, Texas 78714-9347
Texas Health and Human Services Commission
General Provisions (Core Subrecipient) 2010 12
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. BOX 85200
Austin, Texas 78708-5200
If Contractor fails to submit the audit report as required by the Independent Single or Program-
Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit report,
Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this
Contract.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this
Contract, including patient and client records that contain protected health information (PHI),
and any other information that discloses confidential personal information or identifies any client
served by DSHS, in accordance with applicable federal and state laws, rules and regulations,
including but not limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health
Insurance Portability and Accountability Act [HIPAA]); Tex. Health & Safety Code Chapters 12,
47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ.
Code Chapters 56 and 159 and all applicable Rules.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor
shall cooperate with Department to allow Department to request, collect and receive PHI and
other confidential information under this Contract, without the consent of the individual to whom
the PHI relates, for funding, payment and administration of the grant program, and for purposes
permitted under applicable state and federal confidentiality and privacy laws.
Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other
law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with
45 CFR § 164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414,
Subchapter A or other applicable laws or rules. Contractor shall disclose information described
in Tex. Health & Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency
described in Tex. Health & Safety Code § 614.017(c) upon request of that agency, unless
Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164
or other applicable law.
Section 7.04 Security of Patient or Client Records. Contractor must maintain patient and
client records in compliance with state and federal law relating to security and retention of
medical or mental health and substance abuse patient and client records. Department may
require Contractor to transfer original or copies of patient and client records to Department,
without the consent or authorization of the patient or client, upon termination of this Contract or
a Program Attachment to this Contract, as applicable, or if the care and treatment of the
individual patient or client is transferred to another entity. Prior to providing services funded
under this Contract to a patient or client, Contractor shall attempt to obtain consent from the
patient or client to transfer copies of patient or client records to another entity funded by DSHS
General Provisions (Core Subrecipient) 2010 13
upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if
care or treatment is transferred to another DSHS-funded contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,
services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS
(human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace
Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and
Contractor shall educate employees and clients concerning HIV and its related conditions,
including AIDS, in accordance with the Tex. Health & Safety Code § 85.112-114. A link to the
Model Workplace Guidelines can be found at
http•//www dshs state tx.us/hivstdlpolicy/policies.shtm.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and
federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all
other records, including financial records that are generated or collected by Contractor under the
provisions of this Contract, for a period of four (4) years after the termination of this Contract. If
services are funded through Medicaid, the federal retention period, if more than four (4) years,
shall apply. Contractor shall retain all records pertaining to this Contract that are the subject of
litigation or an audit until the litigation has ended or all questions pertaining to the audit are
resolved. Legal requirements for Contractor may extend beyond the retention schedules
established in this section. Contractor shall retain medical records in accordance with Tex.
Admin. Code Title 22, Part 9, § 165.1(b) and (c) or other applicable statutes, rules and
regulations governing medical information. Contractor shall ensure that this provision
concerning records retention is included in any subcontract it awards. If Contractor ceases
business operations, it shall ensure that records relating to this Contract are securely stored and
are accessible by the Department upon Department's request for at least four (4) years from the
date Contractor ceases business or from the date this Contract terminates, whichever is sooner.
Contractor shall provide the name and address of the party responsible for storage of records to
the Division Contract Management Unit assigned to the Program Attachment.
ARTICLE IX ACCESS AND INSPECTION
Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor,
and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the
Department or any of its duly authorized representatives, as well as duly authorized federal, state
or local authorities, including the Comptroller General of the United States, OIG, and the State
Auditor's Office (SAO), unrestricted access to and the right to examine any site where business
is conducted or client services are performed, and all records (including client and patient
records, if any, and Contractor personnel records and governing body personnel records), books,
papers or documents related to this Contract; and the right to interview members of Contractor's
governing body, staff, volunteers, participants and clients concerning the Contract, Contractor's
business and client services. If deemed necessary by the Department or the OIG, for the purpose
of investigation or hearing, Contractor shall produce original documents related to this Contract.
Further, Contractor shall ensure that information collected, assembled or maintained by the
Contractor relative to this Contract is available to the Department for the Department to respond
General Provisions (Core Subrecipient) 2010 14
to requests that it receives under the Public Information Act. The Department and HHSC will
have the right to audit billings both before and after payment, and all documentation that
substantiates the billings. Payments will not foreclose the right of Department and HHSC to
recover excessive or illegal payments. Contractor shall ensure that this provision concerning the
right of access to, and examination of, sites and information related to this Contract is included in
any subcontract it awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books,
papers, documents, or recordings related to this Contract available for inspection, audit, or
reproduction during normal business hours to any authorized representative of the SAO. The
Contractor understands that the acceptance of funds under this Contract acts as acceptance of the
authority of the SAO, or any successor agency, to conduct an audit or investigation in connection
with those funds. The Contractor further agrees to cooperate fully with the SAO or its successor
in the conduct of the audit or investigation, including providing all records requested, and
providing access to any information the SAO considers relevant to the investigation or audit.
Contractor shall ensure that this provision concerning the authority to audit funds will apply to
funds received indirectly by subcontractors through the Contractor, and the requirement to
cooperate, is included in any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC
upon examination of Contractor's records or during an inspection of Contractor's site(s) will be
conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a
resolution to the deficiency in a site inspection, program review or management or financial
audit to the satisfaction of DSHS or, if directed by DSHS, a plan of corrective action to resolve
the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate
resolution of the findings may result in contract remedies or sanctions under the Breach of
Contract and Remedies for Non-Compliance Article of these General Provisions.
ARTICLE X NOTICE REQUIREMENTS
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for the following public health programs: HIV/STD;
Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child Health; and
WIC Nutrition Services. Contractor shall make a good faith effort to comply with child abuse
reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations
of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written
policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and
Reporting Policy for Contractors/Providers and train all staff on reporting requirements.
Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department
located at www dshs.state.tx.us/childabusereportin~. Contractor shall retain reporting
documentation on site and make it available for inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,
Contractor shall report to the Division Contract Management Unit assigned to the Program
Attachment significant incidents involving substantial disruption of Contractor's program
operation, or affecting or potentially affecting the health, safety or welfare of Department-funded
clients or participants within seventy-two (72) hours of discovery.
General Provisions (Core Subrecipient) 2010 15
Section 10.03 Litigation. Contractor shall notify the Division Contract Management Unit
assigned to the Program Attachment of litigation related to or affecting this Contract and to
which Contractor is a party within seven (7) calendar days of becoming aware of such a
proceeding. This includes, but is not limited to an action, suit or proceeding before any court or
governmental body, including environmental and civil rights matters, professional liability, and
employee litigation. Notification shall include the names of the parties, nature of the litigation
and remedy sought, including amount of damages, if any.
Section 10.04 Action Against the Contractor. Contractor shall notify the Division Contract
Management Unit assigned to the Program Attachment if Contractor has had a contract
suspended or 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 aone-page description that includes the reason(s) for such action; the
name and contact information of the local, state or federal department or agency or entity; the
date of the license action; and a license or case reference number.
Section 10.05 Insolvency. Contractor shall notify in writing the Division Contract Management
Unit assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding
unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission
(TWC) within three (3) working days of the date of determination that Contractor is insolvent or
incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC.
Contractor shall notify in writing the Division Contract Management Unit assigned to the
Program Attachment of its plan to seek bankruptcy protection within three (3) working days of
such action by the Contractor's governing body.
Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the
Division Contract Management Unit assigned to the Program Attachment, any knowledge of
debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or
violation of financial laws, rules, policies, and procedures related to performance under this
Contract. Contractor shall make such report no later than three (3) working days from the date
that the Contractor has knowledge or reason to believe such activity has taken place.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person
who has an ownership or controlling interest in the organization or who is an agent or managing
employee of the organization has been placed on community supervision, received deferred
adjudication, is presently indicted for or has been convicted of a criminal offence related to any
financial matter, federal or state program or felony sex crime. Contractor shall notify in writing
the Division Contract Management Unit assigned to the Program Attachment if it has reason to
believe Contractor, or a person with ownership or controlling interest in the organization or who
is an agent or managing employee of the organization, an employee or volunteer of Contractor,
or a subcontractor has engaged in any activity that would constitute a criminal offense equal to or
General Provisions (Core Subrecipient) 2010 16
greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for
disciplinary action by a state or federal regulatory authority, or has been placed on community
supervision, received deferred adjudication, or been indicted for or convicted of a criminal
offense relating to involvement in any financial matter, federal or state program or felony sex
crime. Contractor shall make the reports required by this section no later than three (3) working
days from the date that the Contractor has knowledge or reason to believe such activity has taken
place. Contractor shall ensure that any person who engaged, or was alleged to have engaged, in
an activity subject to reporting under this section is prohibited from performing direct client
services or from having direct contact with clients, unless otherwise directed by DSHS.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who
reports a violation of, or cooperates with an investigation regarding, any applicable law, rule,
regulation or standard to the Department, another state agency, or any federal, state or local law
enforcement official.
Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all
notices required under these General Provisions.
ARTICLE XI ASSURANCES AND CERTIFICATIONS
Section 11.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or
state assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment,
declared ineligible, or excluded from participation in this transaction by any federal or
state department or agency;
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding
debts to a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of
the balance of a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an
agent or managing employee of Contractor has been convicted of a criminal offense
related to involvement in any program established under Medicare, Medicaid, or a federal
block grant;
g) neither it, nor its principals have within the three-year period preceding this Contract, has
been convicted of or had a civil judgment rendered against them for commission of fraud
or a criminal offense in connection with obtaining, attempting to obtain, or performing a
private or public (federal, state or local) transaction or contract under a private or public
transaction, violation of federal or state antitrust statutes (including those proscribing
price-fixing between competitors, allocation of customers between competitors and bid-
rigging), or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements or false claims, tax evasion, obstruction
of justice, receiving stolen property or any other offense indicating a lack of business
integrity or business honesty that seriously and directly affects the present responsibility
General Provisions (Core Subrecipient) 2010 17
of Contactor or its principals;
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged
by a governmental entity (federal, state or local) with the commission of any of the
offenses enumerated in subsection g) of this section; and
i) neither it, nor its principals within athree-year period preceding this Contract has had one
or more public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article, without modification (except as
required to make applicable to the subcontractor), in all subcontracts and solicitations for
subcontracts. Where Contractor is unable to certify to any of the statements in this Article,
Contractor shall submit an explanation to the Division Contract Management Unit assigned to
the Program Attachment. If Contractor's status with respect to the items certified in this Article
changes during the term of this Contract, Contractor shall immediately notify the Division
Contract Management Unit assigned to the Program Attachment.
Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a
child support obligor who is more than thirty (30) calendar days delinquent in paying child
support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or
owner with an ownership interest of at least twenty-five percent (25 °Io) is not eligible to receive
payments from state funds under a contract to provide property, materials, or services or receive
a state-funded grant or loan. If applicable, Contractor agrees to maintain its eligibility to receive
payments under this Contract, certifies that it is not ineligible to receive the payments specified
in this Contract, and acknowledges that this Contract maybe terminated and payment maybe
withheld if this certification is inaccurate.
Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract
for the services described in this Contract and that a resolution, motion or similar action has been
duly adopted or passed as an official act of the Contractor's governing body, authorizing the
binding of the organization under this Contract including all understandings and assurances
contained in this Contract, and directing and authorizing the person identified as the authorized
representative of the Contractor to act in connection with this Contract and to provide such
additional information as may be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered
to give, nor intends to give at any time hereafter, any economic opportunity, present or future
employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary
value to a DSHS or HHSC official or employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code §
2155.004 and federal law, Contractor is ineligible to receive this Contract if this Contract
includes financial participation by a person who received compensation from DSHS to
participate in developing, drafting or preparing the specifications, requirements, statement(s) of
work or Solicitation Document on which this Contract is based. Contractor certifies that neither
Contractor, nor its employees, nor anyone acting for the Contractor has received compensation
from DSHS for participation in the development, drafting or preparation of specifications,
requirements or statement(s) of work for this Contract or in the Solicitation Document on which
this Contract is based; (b) pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is
ineligible to receive this Contract, if the Contractor or any person who would have financial
General Provisions (Core Subrecipient) 2010 18
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 maybe terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code §
15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor
has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or
indirectly regarding a bid with any competitor or any other person engaged in Contractor's line
of business for the purpose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and
complete the work under this Contract within the applicable time frame prescribed in this
Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees. Contractor and its governing body shall bear full responsibility for the integrity of
the fiscal and programmatic management of the organization. This provision applies to all
organizations, including Section 501(c)(3) organizations as defined in the Internal Revenue
Service Code as not-for-profit organizations. Each member of Contractor's governing body shall
be accountable for all funds and materials received from Department. The responsibility of
Contractor's governing body shall also include accountability for compliance with Department
Rules, policies, procedures, and applicable federal and state laws and regulations; and correction
of fiscal and program deficiencies identified through self-evaluation and Department's
monitoring processes. Further, Contractor's governing body shall ensure separation of powers,
duties, and functions of governing body members and staff. Staff members, including the
executive director, shall not serve as voting members of the Contractor's governing body. No
member of Contractor's governing body, or officer or employee of Contractor shall vote for,
confirm or act to influence the employment, compensation or change in status of any person
related within the second degree of affinity or the third degree of consanguinity (as defined in
Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or any
employee authorized to employ or supervise such person. This prohibition does not prohibit the
continued employment of a person who has been continuously employed for a period of two (2)
years prior to the election, appointment or employment of the officer, employee, or governing
body member related to such person in the prohibited degree. These restrictions shall also apply
to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any
Contract provisions or other requirements contained or referred to in this Contract shall not
constitute a defense or basis for waiving or appealing such provisions or requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the
requirements of the Department's Contractor's Financial Procedures Manual, and any of its
General Provisions (Core Subrecipient) 2010 19
subsequent amendments, which is available at the Department's web site:
http://www.dshs.state.tx.us/contracts. Contractor shall maintain an appropriate contract
administration system to insure that all terms, conditions, and specifications are met. Contractor
shall develop, implement, and maintain financial management and control systems that meet or
exceed the requirements of UGMS and adhere to procedures detailed in Department's
Contractor's Financial Procedures Manual. Those requirements shall include, at a minimum, the
following:
a) financial planning, including the development of budgets that adequately reflect all
functions and resources necessary to carry out authorized activities and the adequate
determination of costs;
b) financial management systems that include accurate accounting records that are
accessible and identify the source and application of funds provided under each Program
Attachment of this Contract, and original source documentation substantiating that costs
are specifically and solely allocable to the Program Attachment and are traceable from
the transaction to the general ledger; and
c) effective internal and budgetary controls; comparison of actual costs to budget;
determination of reasonableness, allowableness, and allocability of costs; timely and
appropriate audits and resolution of any findings; billing and collection policies; and a
mechanism capable of billing and making reasonable efforts to collect from clients and
third parties.
Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or
replacing assets purchased with Department funds. Contractor shall repair or replace with
comparable equipment any such equipment not covered by insurance that is lost, stolen,
damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen,
damaged or destroyed, Contractor shall notify the Division Contract Management Unit assigned
to the Program Attachment to obtain instructions whether to submit and pursue an insurance
claim. Contractor shall use any insurance proceeds to repair the equipment or replace the
equipment with comparable equipment or remit the insurance proceeds to DSHS.
Section 12.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity
bond or insurance coverage equal to the amount of funding provided under this Contract up to
$100,000 that covers each employee of Contractor handling funds under this Contract, including
person(s) authorizing payment of such funds. The fidelity bond or insurance shall provide for
indemnification of losses occasioned by (1) any fraudulent or dishonest act or acts committed by
any of Contractor's employees, either individually or in concert with others, and/or (2) failure of
Contractor or any of its employees to perform faithfully his/her duties or to account properly for
all monies and property received by virtue of his/her position or employment. The bond or
insurance acquired under this section must include coverage for third party property and include
DSHS as a loss payee or equivalent designation. Contractor shall notify, and obtain prior
approval from, the DSHS Contract Oversight and Support Section before settling a claim on the
fidelity bond or insurance.
Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall also maintain
liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer
liability coverage" or similar coverage for all persons in management or governing positions
within Contractor's organization or with management or governing authority over Contractor's
General Provisions (Core Subrecipient) 2010 20
organization (collectively "responsible persons"). Contractor shall ensure that the policy
includes Property of Others coverage with respect to funds and other property of the State related
to this Contract, and includes DSHS as a loss payee on the policy. Contractor must maintain
copies of liability policies on site for inspection by DSHS and shall submit copies of policies to
DSHS upon request. This section applies to entities that are organized as non-profit corporations
under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas
Business Corporations Act; and any other legal entity. Contractor shall maintain liability
insurance coverage in an amount not less than the total value of this Contract and that is
sufficient to protect the interests of Department in the event an actionable act or omission by a
responsible person damages Department's interests. Contractor shall notify, and obtain prior
approval from, the DSHS Contract Oversight and Support Section before settling a claim on the
insurance.
Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall
not use any of the funds provided by this Contract to pay the premium portion of overtime.
Contractor shall be responsible for any obligations of premium overtime pay due employees.
Premium overtime pay is defined as any compensation paid to an individual in addition to the
employee's normal rate of pay for hours worked in excess of normal working hours. Funds
provided under this Contract may be used to pay the premium portion of overtime only under the
following conditions: 1) with the prior approval of DSHS; 2) temporarily, in the case of an
emergency or an occasional operational bottleneck; 3) when employees are performing indirect
functions, such as administration, maintenance, or accounting; 4) in performance of tests,
laboratory procedures, or similar operations that are continuous in nature and cannot reasonably
be interrupted or otherwise completed; or 5) when lower overall cost to DSHS will result.
Section 12.07 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, building, health,
fire, and safety standards.
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the
format provided in the Department's Contractor's Financial Procedures Manual to the
Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347,
Austin, Texas 78714-9347, no later than the 60`h calendar day after the effective date of the
Contract, except under the circumstance where a Contractor has a current Cost Allocation Plan
on file with the Department. Contractor shall implement and follow the applicable Cost
Allocation Plan. If Contractor's plan is the same as in the previous year, by signing this
Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same
as that submitted to DSHS for the previous year. In the event that the Cost Allocation Plan
changes during the Contract term, Contractor must submit a new Cost Allocation Plan to the
Contract Oversight and Support Section within thirty (30) calendar days after the effective date
of the change. Cost Allocation Plan must comply with the guidelines provided in the
Department's Contractor's Financial Procedures Manual located at
http://www.dshs. state.tx.us/contracts.
Section 12.09 Reporting for Unit Rate and Fee-For-Service Contracts. Contractor shall
submit reports concerning unit rate and fee-for-service contracts to the Department in accordance
General Provisions (Core Subrecipient) 2010 21
with the requirements stated in the Department's Contractor's Financial Procedures Manual
located at http://www.dshs.state.tx.us/contracts.
Section 12.10 Historically Underutilized Businesses (HUBS). If Contractor was not required to
submit a HUB subcontracting plan and if subcontracting is permitted under this Program
Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with
HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et
seq. Contractors may obtain a list of HUBs at
http•/lwww window.state.tx.us/procurement/pro /g hub. If Contractor has filed a HUB
subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires
to make a change in the plan, Contractor must obtain prior approval from the Department's HUB
Coordinator of the revised plan before proposed changes will be effective under this Contract.
Contractor agrees to make a good faith effort to subcontract with HUBs during the performance
of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator
by the 15th day of each month for the prior month's activity, if there was any such activity, in
accordance with 34 Tex. Admin. Code § 20.16(c).
Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas
when the products and materials are available at a price and time comparable to products and
materials produced outside of Texas as required by Tex. Gov. Code § 2155.4441.
Section 12.12 Contracts with Subrecipient Subcontractors. Contractor may enter into
contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific
Program Attachment(s). Prior to entering into an agreement equaling or exceeding $100,000,
Contractor shall obtain written approval from DSHS. Contracts with subcontractors shall be in
writing and include the following:
a) name and address of all parties;
b) a detailed description of the services to be provided;
c) measurable method and rate of payment and total amount of contract;
d) clearly defined and executable termination clause;
e) beginning and ending dates that coincide with the dates of the applicable Program
Attachment(s) or that cover a term within the beginning and ending dates of the
applicable Program Attachment(s);
f) access to inspect the work and the premises on which any work is performed, in
accordance with the Access and Inspection Article in these General Provisions; and
g) a copy of these General Provisions and a copy of the Statement of Work and any other
provisions in the Program Attachment(s) applicable to the subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall
monitor subcontractors for both financial and programmatic performance and shall maintain
pertinent records that must be available for inspection by DSHS. Contractor shall ensure that
subcontractors are fully aware of the requirements placed upon them by state/federal statutes,
rules, and regulations and under this Contract. Contractor shall not contract with a
subcontractor, at any tier, that is debarred or suspended or excluded from or ineligible for
participation in federal assistance programs.
General Provisions (Core Subrecipient) 2010 22
Section 12.13 Status of Subcontractors. Contractor shall include in all its contracts with
subcontractors, the certifications stated in the Assurances and Certifications Article of these
General Provisions. Contractor shall also require all subcontractors to certify that they are not
delinquent on any repayment agreements; have not had a required license or certification
revoked; and have not had a contract terminated by the Department. Contractors shall further
require that subcontractors certify that they have not voluntarily surrendered within the past three
(3) years any license issued by the Department.
Section 12.14 Incorporation of Terms. Contractor shall ensure that all written agreements
with subrecipient subcontractors incorporate the terms of this Contract, and provide that the
subcontractor is subject to audit by DSHS, HHSC and the SAO.
Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor
shall direct and be responsible for the performance of its employees, subcontractors, joint
venture participants or agents. Contractor is not an agent or employee of the Department or the
State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor
acknowledges that its employees, subcontractors, joint venture participants or agents will not be
eligible for unemployment compensation from the Department or the State of Texas.
Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of
Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant
and guarantee that they have been duly authorized by Contractor to execute this Contract for
Contractor and to validly and legally bind Contractor to all of its terms.
Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is
solely responsible for filing all required state and federal tax forms and making all tax payments.
In the event that the Department discovers that Contractor has failed to remain current on a
liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract,
including immediate termination at the Department's discretion. In the event of Contract
termination under this section, the Department will not enter into a contract with Contractor for
three (3) years from the date of termination.
Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the
Division Contract Management Unit assigned to the Program Attachment within ten (10)
business days of any change to the following: Contractor's name; contact information; key
personnel, officer, director or partner; organizational structure; legal standing; or authority to do
business in Texas. A change in Contractor's name requires an amendment to this Contract in
accordance with the Amendments section of these General Provisions.
Section 12.19 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
Section 12.20 Equipment (Including Controlled Assets) Purchases. Equipment means an
article of nonexpendable, tangible personal property having a useful lifetime of more than one
year and an acquisition cost of $5,000 or more, and "controlled assets." Controlled assets
include firearms regardless of the acquisition cost, and the following assets with an acquisition
cost of $500 or more: desktop and laptop computers, non-portable printers and copiers,
General Provisions (Core Subrecipient) 2010 23
emergency management equipment, communication devices and systems, medical and
laboratory equipment, and media equipment. Contractors on a cost reimbursement payment
method shall inventory all equipment. If the purchase of equipment is approved in writing by the
Department, Contractor is required to initiate the purchase of that equipment in the first quarter
of the Contract or Program Attachment term, as applicable. Failure to initiate the purchase of
equipment may result in loss of availability of funds for the purchase of equipment. Requests to
purchase previously approved equipment after the first quarter of the Program Attachment must
be submitted to the Division Contract Management Unit assigned to the Program Attachment.
Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the
services under this Contract including medical supplies, drugs, janitorial supplies, office
supplies, patient educational supplies, software, and any items of tangible personal property
other than those defined as equipment above.
Section 12.22 Changes to Equipment List. All items of equipment purchased with funds
under this Contract shall be itemized in Contractor's equipment list as finally approved by the
Department in the executed Contract. Any changes to the approved equipment list in the
executed Contract must be approved in writing by Department prior to the purchase of
equipment. Contractor shall submit to the Division Contract Management Unit assigned to the
Program Attachment, a written description including complete product specifications and need
justification prior to purchasing any item of unapproved equipment. If approved, Department
will acknowledge its approval by means of a written amendment or by written acceptance of
Contractor's Contract Revision Request, as appropriate.
Section 12.23 Equipment Inventory and Protection of Assets. Contractor shall maintain an
inventory of equipment and submit an annual cumulative report to the Department's Contract
Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347,
no later than October 15th of each year. The report is located on the DSHS website at
http•//www dshs state.tx.us/contracts/forms.shtm. Contractor shall administer a program of
maintenance, repair, and protection of assets under this Contract so as to assure their full
availability and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise
compensated for any loss of, destruction of, or damage to the assets provided under this Contract,
Contractor shall use the proceeds to repair or replace those assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department
property, equipment, and supplies in possession of Contractor from the bankruptcy, and title
shall revert to Department. If directed by DSHS, Contractor shall return all such property,
equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a
specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor
must sever Department property, equipment, and supplies in possession of the subcontractor
from the bankruptcy, and title reverts to Department, who may require that the property,
equipment and supplies be returned to DSHS.
Section 12.25 Title to Property. At the conclusion of the contractual relationship between the
Department and the Contractor, for any reason, title to any remaining equipment and supplies
purchased with funds under this Contract reverts to Department. Title may be transferred to any
General Provisions (Core Subrecipient) 2010 24
other party designated by Department. The Department may, at its option and to the extent
allowed by law, transfer the reversionary interest to such property to Contractor.
Section 12.26 Property Acquisitions. Department funds may not be used to purchase buildings
or real property. Any costs related to the initial acquisition of the buildings or real property are
not allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American
Hospital Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, at any time during or after the Contract term, of equipment purchased with the
Department funds, except when federal or state statutory requirements supersedes or when the
equipment requires licensure or registration by the state, or when the acquisition price of the
equipment is equal to or greater than $5,000. All other equipment not listed in the AHA
reference (other than equipment that requires licensure or registration or that has an acquisition
cost equal to or greater than $5,000) shall be controlled by the requirements of UGMS. If, prior
to the end of the useful life, any item of equipment is no longer needed to perform services under
this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had
an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval
and instructions in writing from the Division Contract Management Unit assigned to the Program
Attachment. After an item reaches the end of its useful life, Contractor must ensure that
disposition of any equipment is in accordance with Generally Accepted Accounting Principles,
and any applicable federal guidance.
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that
has no additional renewals or that will not be renewed (Closeout) or when a Program Attachment
is otherwise terminated, Contractor shall submit to the Division Contract Management Unit
assigned to the Program Attachment, an inventory of equipment purchased with Department
funds and request disposition instructions for such equipment. All equipment purchased with
Department funds shall be secured by the Contractor at the time of Closeout or termination of the
Program Attachment and shall be disposed of according to the Department's disposition
instructions, which may include return of the equipment to DSHS or transfer of possession to
another DSHS contractor, at the Contractor's expense.
Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment
method shall not encumber equipment purchased with Department funds without prior written
approval from the Department.
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or
in part, in this Contract, or in any equipment purchased with funds from this Contract, without
the prior written consent of the Department.
Section 13.02 Lobbying. Contractor shall comply with Tex. Gov Code § 556.0055, which
prohibits contractors who receive state funds from using those funds to pay lobbying expenses.
Further, Contractor shall not use funds paid under this Contract to pay any person for influencing
or attempting to influence an officer or employee of any federal or state agency, a member of
General Provisions (Core Subrecipient) 2010 25
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 USC § 1352 and UGMS). If at any time this
Contract exceeds $100,000 of federal funds, Contractor shall file with the Division Contract
Management Unit assigned to the Program Attachment a declaration containing the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf
of Contractor in connection with this Contract, a certification that none of the funds provided by
Department have been or will be used for payment to lobbyists, and disclosure of the names of
any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file
the declaration, certification, and disclosure at the time of application for this Contract; upon
execution of this Contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and at the end of each calendar quarter in which
there occurs any event that materially affects the accuracy of the information contained in any
declaration, certification, or disclosure previously filed. Contractor shall require any person who
requests or receives a subcontract to file the same declaration, certification, and disclosure with
the Division Contract Management Unit assigned to the Program Attachment. Contractor shall
also comply, as applicable, with the lobbying restrictions and requirements in OMB Circulars A-
122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section_.27 and A-21
paragraphs 17 and 24. Contractor shall include this provision in any subcontracts.
Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not
have nor shall it knowingly acquire any financial or other interest that would conflict in any
manner with the performance of its obligations under this Contract. Potential conflicts of interest
include, but are not limited to, an existing or potential business or personal relationship between
Contractor, its principal (or a member of the principal's immediate family), or any affiliate or
subcontractor and Department or HHSC, their commissioners, officers or employees, or any
other entity or person involved in any way in any project that is the subject of this Contract.
Contractor shall establish safeguards to prohibit employees from using their positions for a
purpose that constitutes or presents the appearance of personal or organizational conflict of
interest or personal gain.
Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to
DSHS any transactions between Contractor and a related party that is part of the work that the
Department is purchasing under this Contract before entering into the transaction or immediately
upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to
the Program Attachment the name, address and telephone number of the related party, how the
party is related to the Contractor and the work the related party will perform under this Contract.
A related party is a person or entity related to the Contractor by blood or marriage, common
ownership or any association that permits either to significantly influence or direct the actions or
policies of the other. The Contractor, for purposes of reporting transactions between related
parties, includes the entity contracting with the Department under this Contract as well as the
chief executive officer, chief financial officer and program director of the Contractor. Contractor
shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply
any additional information requested by the Department, regarding a transaction between related
parties, needed to enable the Department to determine the appropriateness of the transaction
pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR
part 74, OMB Circ. No. A-110, 2 CFR § 215.42, and UGMS.
General Provisions (Core Subrecipient) 2010 26
Section 13.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright,
patent, or trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use, or a work
specially ordered or commissioned through a contract for DSHS use is "work made for
hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the
extent that title and interest to any such work may not, by operation of law, vest in DSHS,
or such work may not be considered a work made for hire, Contractor irrevocably assigns
the rights, title and interest therein to DSHS. DSHS shall have the right to obtain and
hold in its name any and all patents, copyright, registrations or other such protections as
maybe appropriate to the subject matter, and any extensions and renewals thereof.
Contractor must give DSHS and the State of Texas, as well as any person designated by
DSHS and the State of Texas, all assistance required to perfect the rights defined herein
without charge or expense beyond those amounts payable to Contractor for goods
provided or services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property, the federal awarding agency reserves aroyalty-free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to
authorize others to use, for federal government purposes (1) the copyright in any
intellectual property developed under this Contract, including any subcontract; and (2)
any rights of copyright to which a Contractor purchases ownership with contract funds.
Contractor shall place an acknowledgment of federal awarding agency grant support and
a disclaimer, as appropriate, on any publication written or published with such support
and, if feasible, on any publication reporting the results of or describing agrant-supported
activity. An acknowledgment shall be to the effect that "This publication was made
possible by grant number from federal awarding a eg ncy)" or "The project
described was supported by grant number from
(federal awarding agency)" and "Its contents are solely the responsibility of the authors
and do not necessarily represent the official views of the (federal awarding agency)."
d) In the event the terms of a federal grant award the copyright to Contractor, DSHS
reserves aroyalty-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.
General Provisions (Core Subrecipient) 2010 27
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole
ownership rights and interest in all non-copyrightable intangible property that was developed,
produced or obtained by Contractor as a specific requirement under this Contract or under any
grant that funds this Contract, such as domain names, URLs, etc. Contractor shall cooperate
with Department and perform all actions necessary to transfer ownership of such property to the
Department or its designee, or otherwise affirm Department's ownership rights and interest in
such property. This provision shall survive the termination or expiration of this Contract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be
illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same
extent and effect as if never incorporated, but all other provisions will continue. The Parties
represent and agree that the language contained in this Contract is to be construed as jointly
drafted, proposed and accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of
this Contract shall be deemed to have been received by a Party on the third business day after the
date on which it was mailed to the Party at the address specified by the Party to the other Party in
writing or, if sent by certified mail, on the date of receipt.
Section 13.09 Successors. This Contract shall be binding upon the Parties and their successors
and assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in this Contract are for
convenience of reference only and shall not be construed in any way to define, limit or describe
the scope or intent of any provisions.
Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar
with transactions of the kind reflected by the contract documents, and are capable of
understanding the terminology and meaning of their terms and conditions and of obtaining
independent legal advice pertaining to this Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program
Attachment for any reason shall not release either Party from any liabilities or obligations set
forth in this Contract that (a) the Parties have expressly agreed shall survive any such termination
or expiration, or (b) remain to be performed or (c) by their nature would be intended to be
applicable following any such termination or expiration.
Section 13.13 Direct Operation. At the Department's discretion, the Department may
temporarily assume operations of a Contractor's program or programs funded under this Contract
when the continued operation of the program by Contractor puts at risk the health or safety of
clients and/or participants served by the Contractor.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such
information as required by the Department to comply with the provisions of Tex. Gov. Code
Chapter 2114 regarding Customer Service surveys.
General Provisions (Core Subrecipient) 2010 28
Section 13.15 Amendment. Parties agree that the Department may unilaterally reduce funds
pursuant to the terms of this Contract without the written agreement of Contractor. All other
amendments to this Contract must be in writing and agreed to by both Parties, except as
otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions
section or the Contractor's Request for Revision to Certain Contract Provisions section of this
Article. Contractor's request for certain budget revisions or other amendments must be
submitted in writing, including a justification for the request, to the Division Contract
Management Unit assigned to the Program Attachment; and if a budget revision or amendment is
requested during the last quarter of the Contract or Program Attachment term, as applicable,
Contractor's written justification must include a reason for the delay in making the request.
Revision or other amendment requests may be granted at the discretion of DSHS. Except as
otherwise provided in this Article, Contractor shall not perform or produce, and DSHS shall not
pay for the performance or production of, different or additional goods, services, work or
products except pursuant to an amendment of this Contract that is executed in compliance with
this section; and DSHS may not waive any term, covenant, or condition of this Contract unless
by amendment or otherwise in compliance with this Article.
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The
following changes maybe made to this Contract without a written amendment or the
Department's prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the
Solicitation Document, if any;
c) cumulative budget line item transfers that exceed 10% among direct cost categories, other
than the equipment category, of cost reimbursement contract Program Attachments of
less than $100,000, provided that the total budget amount is unchanged;
d) minor corrections or clarifications to the Contract language that in no way alter the scope
of work, objectives or performance measures; and
e) a change in the Contractor's share of the budget concerning non-DSHS funding other
than program income and match, regardless of the amount of the change, provided that in
changing the budget, Contractor is not supplanting DSHS funds.
Contractor within ten (10) calendar days shall notify in writing the Division Contract
Management Unit assigned to the Program Attachment of any change enumerated in this section.
The notification maybe by letter, fax or email. Cumulative budget line item transfers of 10% or
less among direct cost categories, other than equipment, of cost reimbursement contracts of any
amount do not require written amendment or prior approval or notification.
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A
Contractor's Revision Request is an alternative method for amending certain specified provisions
of this Contract that is initiated by the Contractor, but must be approved by DSHS. The
following amendments to this Contract maybe made through a Contractor's Revision Request,
rather than through the amendment process described in the Amendment section of this Article:
a) cumulative budget line item transfers among direct cost categories, other than the
equipment category, that exceed 10% of Program Attachments of $100,000 or more,
provided that the total budget amount is unchanged;
General Provisions (Core Subrecipient) 2010 29
b) line item transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location;
d) change in equipment list substituting an item of equipment equivalent to an item of
equipment on the approved budget, (For example, purchase of XYZ brand computer
instead of approved ABC brand computer with essentially identical features as the XYZ
computer);
e) changes in the equipment category of a previously approved equipment budget (other
than acquisition of additional equipment, which requires an amendment to this Contract);
f) changes specified in applicable OMB Circular cost principles as requiring prior approval,
regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums,
membership fees); and
g) changes to community sites, independent school districts or schools, in substance abuse
Program Attachments.
In order to request a revision of any of the enumerated provisions, Contractor shall obtain a
Contract Revision Request form from the DSHS website and complete the form as directed by
the Department. Two copies of the completed form must be signed by Contractor's
representative who is authorized to sign contracts on behalf of Contractor, and both original,
signed forms must be submitted to the Division Contract Management Unit assigned to the
Program Attachment. Any approved revision will not be effective unless signed by the DSHS
Director of the Client Services Contracting Unit. A separate Contractor Revision Request is
required for each Program Attachment to be revised. Circumstances of a requested contract
revision may indicate the need for an amendment described in the Amendment section of this
Article rather than a contract revision amendment under this section.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM
SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY
HAVE BY OPERATION OF LAW.
Section 13.19 Hold Harmless and Indemnification. Contractor, as an independent contractor,
agrees to hold Department, the State of Texas, individual state employees and officers, and the
federal government harmless and to indemnify them from any and all liability, suits, claims,
losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such
costs, fees, and damages arise from performance or nonperformance of Contractor, its
employees, subcontractors, joint venture participants or agents under this Contract.
Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain
of any action, non-action or default under this Contract shall not constitute a waiver of either
Party's rights under this Contract.
Section 13.21 Electronic and Information Resources Accessibility Standards. As required
by 1 Tex. Admin. Code Chapter 213, as a state agency, DSHS must procure products that
comply with the State of Texas Accessibility requirements for Electronic and Information
Resources specified in 1 Tex. Admin. Code Chapter 213 when such products are available in the
General Provisions (Core Subrecipient) 2010
30
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 13.22 Force Majeure. Neither Party will be liable for any failure or delay in
performing all or some of its obligations, as applicable, under this Contract if such failure or
delay is due to any cause beyond the reasonable control of such Party, including, but not limited
to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war,
court order, or acts of God. The existence of any such cause of delay or failure will extend the
period of performance in the exercise of reasonable diligence until after the cause of the delay or
failure has been removed and, if applicable, for any reasonable period of time thereafter required
to resume performance. A Party, within a period of time reasonable under the circumstances,
must inform the other by any reasonable method (phone, email, etc.) and, as soon as practicable,
must submit written notice with proof of receipt, of the existence of a force majeure event or
otherwise waive the right as a defense to non-performance.
Section 13.23 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.
General Provisions (Core Subrecipient) 2010 31
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute
breach of contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract, including failure to comply with all
applicable statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the Department or agreed order
issued by the Department;
e) failure by Contractor to provide a full accounting of funds expended under this Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in the Contractor's application
or response to the Solicitation Document or in this Contract; or
h) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for
both programmatic and financial compliance. The remedies set forth below are available to the
Department against Contractor and any entity that subcontracts with Contractor for provision of
services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of
sanctions to Department for any breach of this Contract and may monitor Contractor for financial
compliance. The Department may impose one or more remedies or sanctions for each item of
noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible
for complying with all of the terms of this Contract. The listing of or use of one or more of the
remedies or sanctions listed below does not relieve Contractor of any obligations under this
Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the
provisions of this Article unless the statute, rule, regulation, or guideline can be read together
with the provision(s) of this Article to give effect to both. If the Contractor breaches this
Contract by failing to comply with one or more of the terms of this Contract, including but not
limited to compliance with applicable statutes, rules or regulations, the Department may take one
or more of the actions listed below:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination, the Department will inform Contractor of the
termination no less than thirty (30) calendar days before the effective date of the
termination in a notice of termination, except for circumstances that require immediate
termination as described in the Emergency Action section of this Article. The notice of
termination will state the effective date of the termination, the reasons for the
termination, and, if applicable, alert the Contractor of the opportunity to request a hearing
on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of
Block Grants. The Contractor agrees that it shall not make any claim for payment or
reimbursement for services provided from the effective date of termination;
b) suspend all or part of this Contract. Suspension is, depending on the context, either (1)
the temporary withdrawal of Contractor's authority to obligate funds pending corrective
action by Contractor or its subcontractor(s) or pending a decision to terminate or amend
General Provisions (Core Subrecipient) 2010 32
this Contract, or (2) an action taken by the Department to immediately exclude a person
from participating in contract transactions for a period of time, pending completion of an
investigation and such legal or debarment proceedings as may ensue. Contractor may not
bill DSHS for services performed during suspension, and Contractor's costs resulting
from obligations incurred by Contractor during a suspension are not allowable unless
expressly authorized by the notice of suspension;
c) deny additional or future contracts with Contractor;
d) reduce the funding amount for failure to 1) provide goods and services as described in
this Contract or consistent with Contract performance expectations, 2) achieve or
maintain the proposed level of service, 3) expend funds appropriately and at a rate that
will make full use of the award, or 4) achieve local match, if required;
e) disallow costs and credit for matching funds, if any, for all or part of the activities or
action not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of a working capital advance, if applicable, or reimbursements or
payments to Contractor for proper charges or obligations incurred, pending resolution of
issues of noncompliance with conditions of this Contract or indebtedness to the United
States or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of cash payment means
that Department retains funds billed by Contractor for (1) unallowable, undocumented,
disputed, inaccurate, improper, or erroneous billings; (2) material failure to comply with
Contract provisions; or (3) indebtedness to the United States or to the State of Texas;
h) declare this Contract void upon the Department's determination that this Contract was
obtained fraudulently or upon the Department's determination that this Contract was
illegal or invalid from this Contract's inception and demand repayment of any funds paid
under this Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or
any other state bid list, and barred from participating in future contracting opportunities
with the State of Texas;
j) delay execution of a new contract or contract renewal with Contractor while other
imposed or proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will be placed on
accelerated monitoring for a period not to exceed six (6) months at which time items of
noncompliance must be resolved or substantial improvement shown by Contractor.
Accelerated monitoring means more frequent or more extensive monitoring will be
performed by Department than would routinely be accomplished;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by Contractor;
n) require additional or more detailed, financial and/or programmatic reports to be submitted
by Contractor;
o) demand repayment from Contractor when it is verified that the Contractor has been
overpaid, e.g., because of disallowed costs, payments not supported by proper
documentation, improper billing or accounting practices, or failure to comply with
Contract terms;
p) pursue a claim for damages as a result of breach of contract;
General Provisions (Core Subrecipient) 2010 33
q) require Contractor to prohibit any employee of Contractor from performing under this
Contract or having direct contact with DSHS-funded clients or participants, or require
removal of any officer or governing body member, if the employee, officer or member of
the governing body has been indicted or convicted of the misuse of state or federal funds,
fraud or illegal acts that are in contraindication to continued obligations under this
Contract, as reasonably determined by DSHS;
r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, or
any penalty (if the penalty is permitted by statute) imposed by DSHS, and take repayment
from funds available under this Contract in amounts necessary to fulfill Contractor's
payment or repayment obligations;
s) reduce the Contract term;
t) recoup improper payments when it is verified that the Contractor has been overpaid, e.g.,
because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices or failure to comply with Contract terms;
u) assess liquidated damages; or
v) impose other remedies or penalties permitted by statute.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in
writing when a remedy or sanction is imposed (with the exception of accelerated monitoring,
which maybe unannounced), stating the nature of the remedies and sanction(s), the reasons for
imposing them, the corrective actions, if any, that must be taken before the actions will be
removed and the time allowed for completing the corrective actions, and the method, if any, of
requesting reconsideration of the remedies and sanctions imposed. Other than in the case of
repayment or recoupment, Contractor is required to file, within fifteen (15) calendar days of
receipt of notice, a written response to Department acknowledging receipt of such notice. If
requested by the Department, the written response shall state how Contractor shall correct the
noncompliance (corrective action plan) or demonstrate in writing that the findings on which the
remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s).
If Department determines that a remedy or sanction is warranted, unless the remedy or sanction
is subject to review under a federal or state statute, regulation, rule, or guideline, Department's
decision is final. Department shall provide written notice to Contractor of Department's
decision. If required by the Department, Contractor shall submit a corrective action plan for
DSHS approval and take corrective action as stated in the approved corrective action plan. If
DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor
for repayment. If full repayment is not received within the time limit stated in the demand letter,
and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise
due to Contractor under this Contract.
Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or
suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny
future contract awards, or delay contract execution by delivering written notice to Contractor, by
any verifiable method, stating the reason for the emergency action. An "emergency" is defined
as the following:
a) Contractor is noncompliant and the noncompliance has a direct adverse impact on the
public or client health, welfare or safety. The direct adverse impact may be
programmatic or financial and may include failing to provide services, providing
inadequate services, providing unnecessary services, or utilizing resources so that the
General Provisions (Core Subrecipient) 2010
34
1 . f
public or clients do not receive the benefits contemplated by the scope of work or
performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by
Department on a case-by-case basis and will be based upon the nature of the noncompliance or
conduct.
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT
Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against
the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department
Rules §§ 1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of
contract claim against DSHS.
Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot
resolve in the ordinary course of business shall be submitted to the negotiation process provided
in Tex. Gov Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit
written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice
shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A
copy of the notice shall also be given to all other representatives of DSHS and Contractor.
Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex.
Gov. Code Chapter 2260, subchapter C.
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter
2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and
all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under
this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process
provided in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking
consent to sue from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither
the execution of this Contract by DSHS nor any other conduct of any representative of DSHS
relating to this Contract shall be considered a waiver of sovereign immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the
pendency of a claim constitutes grounds for the suspension of performance by Contractor, in
whole or in part.
ARTICLE XVI TERMINATION
Section 16.01 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
General Provisions (Core Subrecipient) 2010
35
i e ~
Program Attachments, all or a part of this Contract may be terminated with or without cause as
set forth below.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's
authority to obligate previously awarded funds before that authority would otherwise expire or
the voluntary relinquishment by Contractor of the authority to obligate previously awarded
funds. Contractor's 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 the
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 16.03 Acts Not Constituting Termination. Termination does not include the
Department's (1) withdrawal of funds awarded on the basis of the Contractor's underestimate of
the unobligated balance in a prior period; (2) withdrawal of the unobligated balance at the
expiration of the term of a program attachment; (3) refusal to extend a program attachment or
award additional funds to make a competing or noncompeting continuation, renewal, extension,
or supplemental award; (4) non-renewal of a contract or program attachment at Department's
sole discretion; or (5) voiding of a contract upon determination that the award was obtained
fraudulently, or was otherwise illegal or invalid from inception.
Section 16.04 Termination Without Cause.
a) Either Party may terminate this Contract or a Program Attachment, as applicable, with at
least thirty (30) calendar days prior written notice to the other Party, except that if
Contractor seeks to terminate a Contract or Program Attachment that involves residential
client services, Contractor must give the Department at least ninety (90) calendar days
prior written notice and must submit a transition plan to ensure client services are not
disrupted.
b) The Parties may terminate this Contract or a Program Attachment by mutual agreement.
c) Either Party may terminate this Contract or a Program Attachment with at least thirty (30)
calendar days prior written notice to the other Party in the event funds become
unavailable through lack of appropriations, budget cuts, transfer of funds between
programs or health and human services agencies, amendments to the Appropriations Act,
health and human services consolidations, or any disruption of current appropriated
funding for this Contract or Program Attachment.
d) Department may terminate this Contract or a Program Attachment immediately when, in
the sole determination of Department, termination is in the best interest of the State of
Texas.
General Provisions (Core Subrecipient) 2010
36
Section 16.05 Termination For Cause. Either Party may terminate for material breach of this
Contract with at least thirty (30) calendar days written notice to the other Party. Department may
terminate this Contract, in whole or in part, for breach of contract or for any other conduct that
jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to
Contractor. Such conduct may include one or more of the following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those
of its subcontractor to communicate with Department as necessary for the performance or
oversight of this Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided
under this Contract;
d) Department determines that Contractor is without sufficient personnel or resources to
perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill
any of its requirements under this Contract or exercise adequate control over expenditures
or assets;
e) Department determines that Contractor, its agent or another representative offered or
gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC
for the purpose of obtaining a contract or favorable treatment;
f) Department determines that this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing, drafting or preparing the
specifications, requirements or statement(s) of work or Solicitation Document on which
this Contract is based in violation of Tex. Gov. Code § 2155.004; or Department
determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code
§§ 2155.006 or 2261.053 related to certain disaster response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may
include one or more of the following:
1) Contractor fails to make payments;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become
due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by
insurance) is rendered by any court or governmental body against Contractor, and
Contractor does not (a) discharge the judgment or (b) provide for its discharge in
accordance with its terms, or (c) procure a stay of execution within thirty (30)
calendar days from the date of entry of the judgment, and within the thirty (30)-day
period or a longer period during which execution of the judgment has been stayed,
appeal from the judgment and cause the execution to be stayed during such appeal
while providing such reserves for the judgment as may be required under generally
accepted accounting principles;
5) a writ or warrant of attachment or any similar process is issued by any court against
all or any material portion of the property of Contractor, and such writ or warrant of
attachment or any similar process is not released or bonded within thirty (30) calendar
days after its entry;
6) Contractor is adjudicated bankrupt or insolvent;
General Provisions (Core Subrecipient) 2010
37
. r
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution, receivership or liquidation law of any jurisdiction, whether now
or hereafter in effect, or consents to the filing of any case or petition against it under
any such law;
8) any property or portion of the property of Contractor is sequestered by court order
and the order remains in effect for more than thirty (30) calendar days after
Contractor obtains knowledge thereof;
9) a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dissolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is not dismissed
within thirty (30) calendar days;
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property;
h) Contractor's management system does not meet the UGMS management standards; or
i) Any required license, certification, permit, registration or approval required to conduct
Contractor's business or to perform services under this Contract is revoked, is
surrendered, expires, is not renewed, is inactivated or is suspended.
Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to
terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a
part of this Contract, Department and Contractor shall attempt to resolve any issues related to the
anticipated termination in good faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 17.01 Void Contracts. Department may hold this Contract void upon determination
that the award was obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party to a contract with DSHS that has been found to be void,
suspended, or terminated for cause is not eligible for expansion of current contracts, if any, or
new contracts or renewals until the Department has determined that Contractor has satisfactorily
resolved the issues underlying the suspension or termination. Additionally, if this Contract is
found to be void, any amount paid is subject to repayment.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice
from the Department of termination of a contract with DSHS funded by block grant funds,
Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
General Provisions (Core Subrecipient) 2010
38
f f
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its
own terms, Contractor shall cease services under this Contract or Program Attachment; and shall
cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as
necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS
or other entity designated by DSHS. Upon receiving notice of Contract or Program Attachment
termination or non-renewal, the Contractor agrees to immediately begin to effect an orderly and
safe transition of recipients of services to alternative service providers, as needed. Contractor
also agrees to completely cease providing services under this Contract or Program Attachment
by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS
for services performed after termination or expiration of this Contract or Program Attachment, or
incur any additional expenses once this Contract or Program Attachment is terminated or has
expired. Upon termination, expiration or non-renewal of this Contract or a Program Attachment,
Contractor shall immediately initiate Closeout activities described in this Article.
Section 18.02 Administrative Offset. The Department shall have the right to administratively
offset amounts owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and
other Closeout reports required under this Contract within sixty (60) calendar days after the
Contract or Program Attachment end date. Unless otherwise provided under the Final Billing
Submission section of the Payment Methods and Restrictions Article, the Department is not
liable for any claims that are not received within sixty (60) calendar days after the Contract or
Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount
to which the Contractor is finally determined to be entitled under the terms of this Contract
constitute a debt to the Department and will result in a refund due. Contractor shall pay any
amount due within the time period established by the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program
Attachment does not affect the Department's right to disallow costs and recover funds on the
basis of a later audit or other review or the Contractor's obligation to return any funds due as a
result of later refunds, corrections, or other transactions.
Section 18.06 Contract Reconciliation. If Contractor is required to annually reconcile multi-
year contracts, Contractor, within sixty (60) calendar days after the end of each year of this
Contract, shall submit to the Division Contract Management Unit assigned to the Program
Attachment all financial and reconciliation reports required by Department in forms as
determined by Department. Required reconciliation forms and reports may include the
following: Cash Match Participation Form, In-kind Match Participation Form, Program Income
Report, Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and
Reconciliation Refund Remittance Form. Any additional forms or reports required by
Department will be posted on the DSHS website prior to the reconciliation period. Unless
otherwise directed by Department, all forms and reports must be submitted in hard copies, with
original signatures if required, to DSHS by the due date.
General Provisions (Core Subrecipient) 2010 39
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~. ~ 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 wntract, 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 all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each
such failure.
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Cl'1'Y OF CURPUS CHRISTI
Organization Name
Ass~ant City Attorney
For City Attorney
CSCU # EF29-12374 -Revised 08.10.07