HomeMy WebLinkAboutC2009-584 - 2/10/2009 - ApprovedDEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2009-030827 (Contract), is entered into by and between the Department
of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY
OF CORPUS CHRISTI (Contractor}, a Government Enti (collectively, the Parties). ~ .
1, Pur ose 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 Pa meat Methods . The fatal amount of this Contract,
is $5,900.00, and the payment method(s), shall be as specif ed in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of Funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contxact.
4. Term of the Contract. This Contract begins on 01/01/2009 and ends on 0$/31/2009. 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. Doeuanr~ents Forming Contract. The Contract consists of the following:
a. Care Contract (this document}
b. Program Attachments:
2009-030827-001 Infectious Disease Control Unit/FLU-LAB
c. General Provisioris (Sub-recipient)
d. Solicitation Document(s), and
e. Contractor's responses} to the Solicitation Document(s).
£ Exhibits
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
2009-584
Res. 02804D
D2110109
Dept. of State Health Svcs.
~~O~Q
7. Conflicting Terms. In the event of conflicting terms among the docunnents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment{s), then the
General Frovisions, then the Solicitation Document; if any, and then Contractor's response to tha
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 iu~der this Contract:
Name: CITY OF CORPUS CHRISTI
Address: PO BOX 9277
CORPUS CHRISTI, TX 78469-92'7'7
Vendor Identification Number: i 746040574102'7
9. Entire A reemen#. The Parties acknowledge that this Contract is the entire agreement of
tl'ie Parties aril that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
tertrls, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party..
DEPARTMENT OIr STATE HEALTH SERVICES CITY OF CORPUS CHRISTI
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By:
Signature of Authorized'~Official Sig u
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Date
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Date
Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
PO BOX 149347
AUSTIN, TEXAS 7$714-9347
1100 BEST 49TH STREET
AUSTIN, TEXAS 78756
(512} 458-7470
Printe Name and Title
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Address
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Telephone Number
Bob.Burnette@dshs.state.tx.us
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t=or Cify A#torrs~y
Fiscal Year 2009 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 Eligibility ....................................................................................................1
Section 1.05 Applicable Contracts Law and Venue for Disputes.......... ...............„................1
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources .....:................1
Section 1.07 Statutes and Standards of General AppIicability ..............................................2
Section i.DB Applicability of General Provisions to Interagency and Interlocal Contracts..
............................................................................................................. ....................4
Section 1.09 Civil Rights Policies and Complaints ..................................................................5
ARTICLE II SERVICES .................................................................................................................5
Section 2.01 Education to Persons in Residential Facilities ....................................................5
Section 2.02 Disaster Services ....................................................................................................5
Section 2.03 Consent to Medical Care of a Minor ...................................................................5
Sec#ion 2.04 Telemedicine Medical Services ............................................................................6
Section 2.05 Fees for Personal Health Services .......................................................................6
Section 2.06 Cost Effective Purchasing of Medications. .........................................................6
Section 2.07 Services and Information for Persons with Limited English Proficiency...,...6
ARTICLE III FUNDING .................................................................................................................. 7
Section 3.01 Debt to State and Corporate Status .................................................................... 7
Section 3.02 Application of Payment Due ................................................................................ 7
Section 3.D3 Use of Funds .......................................................................................................... 7
Section 3.04 Use for Match Prohibited .:................................................................................... 7
Section 3.05 Program Income ..........................................................................................:......... 7
Section 3.06 Nonsupplanting ..................................................................................................... 8
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ..................................................8
Section 4.01
Section 4.02 Payment Methods ..................................................................................................8
Billing Submission .................................................................................................$
Section 4.D3 Final Billing Submission .......................................................................................8
Section 4.04 Working Capital Advance ....................................................................................8
Section 4.D5
Section 4.06 Financial Status Reports (FSRs}......,.......... .........................................................9
Third Party Payors ..........................................................................:....................9
ARTICLE V TERMS AND CONDITIONS OF PAYMENT . .....................................................9
Section 5.01 Prompt Payment ...................................................................................................9
Section 5.02 Withholding Payments .........................................................................................9
Section 5.03 Condition Precedent to Requesting Payment ...................................................10
General Pro~isians (Core Subrecipient 2009) Table of Contents 615/OS Page 1 of 4
Section 12.03 Insurance .............................................................................................................20
Section 12.04 Fidelity Bond ..................................................................................:....................20
Section 12.05 Liability Coverage.. .............................................................................................20
Section 12.Ob Overtime Compensation .....................................................................................20
Section 12.07 Program Site ........................................................................................................20
Section 12.08 Cost Allocation Plan ...........................................................................................20
Section 12.09 Reporting for Unit Rate and Fee For Service Contracts .................................21
Section 12.10 Historically Underutilized Businesses (HUBS) .................................................21
Section 12.11 Buy Texas..,.... ......................................................................................................21
Section 12.12 Contracts with Subrecipient Subcontractors ...................................................21
Section 12.13 Status of Subcontractors ....................................................................................22
Section 12.14 Incorporation of Terms ...................•.................,......................,......,..............,...22
Section 12.15 Independent Contractor .....................................................................................22
Section 12.16 Authority to Bind ................................................................................................22
Section 12.17 Tax Liability ........................................................................................................22
Section 12.18 Notice of Organizational Change ......................................................................23
Section 12.19 Quality Management .................:........................................................................23
Section 12.20 Equipment (Including Controlled Assets) Purchases ......................................23
Section 12.21 Supplies .....................................•................,................................,..............,.........23
Section 12.22 Changes to Equipment List ......................................................:.........................23
Section 12.23 Property Inventory and Protection of Assets ...................................................23
Section 12.24 Bankruptcy ........................................:...............................................................:.24
Section 12,25 Title to Property ...........................................................................................:......24
Section 12.26 Property Acquisitions .........................................................................................24
Section 12.27 Disposition of Property .................................................:.....................................24
Section 12.2$ Closeout of Equipment .......................................................................................24
Section 12.29 Assets as Collateral Prohibited ..........................................................................24
ARTICLE XIII GENERAL TERMS ...............................................•............................................25
Section 13.01 Assignment.....: .....................................................................................................25
Section 13.02 Lobbying ..............................................................................................................25
Section 13.03 Conflict of Interest .............................:................................................................25
Section 13.04 Transactions Between Related Parties ..............................................................25
Section 13.05 Intellectual Property .........................................................:.................................26
Section 13.06 Other Intangible Property .................................................................................27
Section 13.07 Severability and Ambiguity ...............................................................................27
Section 13.08 Legal Notice ..................................................................................•...............,......27
Section 13.09 Successors ............................................................................................................27
Section 13.10 Headings ...................................:...........................................................................27
Section 13.1I Parties ...................................................................................................................27
Section 13.12 Survivability of Terms .......................................................................:................27
Section 13.I3 Direct Operation ...........................................................:...........:.........................27
Section 13.14 Customer Service Information ..........................................................................28
Section 13.15 Amendment .........................................................................................................28
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions...........28
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions ..............28
Section 13.18 Immunity Not Waived ........................................................................................29
General Provisions {Core Subrecipient 2009) Table of Contents 6/51U8 Page 3 of 4
Fiscal Year 2009 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
ARTICLE T COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its
subcontractor(s) to comply, with the requirements of the Department's rules of general applicability
and other applicable state and federal statutes, regulations and rules as such statutes, regulations and
rules currently exist and as they may be lawfully amended. The Department rules are located in the
Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard,
or additional requirements beyond those required by applicable statutes, regulations or the Rules, the
terms of this Contract shall control.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in
these General Provisions ar 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 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 Chapter 783, as amended,,
and Uniform Grant Management Standards (UGMS), as amended, by revised federal circulars and
incorporated in UGMS by the Governor's Budget, Planning and Policy Division. UGMA is located
on the Internet at htt ://tlo2.tlc.state.tx.us/statuteslstatutes.html; the UGMS are located an the
General Provisions (Core Subrecipient 2009) 6f5/08 Page 1 of 38
k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and 2S Tex. Admin.
Cade 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 1-Iealth Administration Regulations on Blood Borne Pathogens,
29 CFR § 191 D.1 D3 D, 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
contra! measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-
4347 and Execu#ive 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 Aix Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, ar Loans;" 3)
Protection of wetlands pursuant to Executive Order 1199D, 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, i6 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 §§ 3DOf-300j; S) Protection of endangered species under the Endangered
Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean
aix implementation plans under the Clean Air Act of 1955, 42 USC §74D1 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 197D {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 197D (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 (4D USC §§ 276a to 276a-7), the Copeland Act {40 U.S.C. § 276c and 18
USC § $74), 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, § 1 D6 { 16 USC § 47D), Executive Order 11593,
and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.}
regarding historic property to the extent necessary to assist DSHS in complying with the Acts;
t) financial and compliance audits in accordance with Single Audit Act Amendments of 1996
and OMB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit
Organizations;" and
General Provisions (Core Subrecipient 2009) 6/S/08 Page 3 of 38
Department, whether that date is prior to ar after the date of any ratification by Contractor's
governing board.
Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the
Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's
civil rights policies and procedures. Contractor must notify HHSC's Office of Civil Rights of any
civil rights complaints received relating to performance under this Contract na more than ten (10)
calendar days after Contractor's receipt of the claim. Notice must be directed to -
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phone (S 12} 438-4313
TTY Toll-free (877) 432-7232
Fax (512) 438-5885
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure
that all persons, who are housed in Department licensed and/or funded residential facilities and who
are twenty-two (22) years of age or younger, have access to educational services as required by Tex.
Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention
program as prescribed by Tex. Educ. Code § 29.012 not later than the third calendar day after the date
a person who is twenty-two (22} years of age or younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services.
in the event of a local., state, or federal emergency, including natural, man-made, criminal, terrorist,
and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the
appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as
appropriate, in the following areas: community evacuation; health and medical assistance; assessment
of health and medical needs; health surveillance; medical care personnel; health and medical
equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug,
and medical device safety; worker health and safety; mental health and substance abuse; public health
information; vector control and veterinary services; and victim identification and mortuary services.
Disaster services shall be carxied out in the manner most responsive to the needs of the emergency, be
cast 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 ar through contracts
with subcontractors, the treatment of a minor shall be provided only if informed consent to treatment
is obtained pursuant to Tex. Fam. Code, Chapter 32 relating to consent to treatment of a child by a
General Provisions (Core Subrecipient 2009} 6/5/08 Page 5 of 38
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. Gav. 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., as amended). Contractor, if a corporation,
further certifies that it is and will remain in good standing with the Secretary of State's office. A
false statement regarding franchise tax or corporate status is a material breach of this Contract. if
franchise tax payments become delinquent during the Contract term, all ar part of the payments under
this Contxact may be withheld until Contractor's delinquent franchise tax is paid in hall.
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 far 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}, far 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 Attachments}. Contractor
shall expend program income during the Program Attachment term and may not carry forward to the
succeeding term. Program income not expended in the term in which it is earned shall be refunded to
DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying,
General Provisions (Core Subrecipient 2009} 6/5/08 Page 7 of 38
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 far an advance and the directions for liquidating the advance are
found in the Contractor's Financial Procedures Manual located at
http a/www. dshs. state. tx .us/contracts.
Section 4.05 Financial Status Reports {FSRs}. Except as otherwise provided in these General
Provisions or in the terms of the Program Attachment(s), for contracts with categorical budgets,
Contractor shall submit quarterly FSRs to Accounts Payable by the thirtieth calendar day of the
month following the end of each quarter of the Program Attachment term fox Department review and
financial assessment. The final FSR must be submitted not later than sixty (GO) 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 ar 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 Plan and Medicaid if providing approved services
authorized under this Contract that may be covered by those programs, and bill those plans far 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
far Department services, but cannot pay a deductible required by a third party payor, to receive
services up to the amount of the deductible and to bill the Department for the deductible; (d) not bill
the Department for any services eligible for third party reimbursement until all appeals to third party
payars 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 na 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, andlor 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. Gvv. Code Chapter 2251
regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department
shall not constitute acceptance or approval of Contractor's performance, and all invoices and
Contractor's performance is subject to audit or review by the Department.
Section 5.42 Withholding Payments. Department may withhold ail or part of any payments to
Contractor to offset reimbursement for any ineligible expenditures or overpayments that Contractor
General Provisions {Core Subrecipient 2DD9) 6/S/D8 Page 9 of 38
Non-Profit
Organizations OMB Circular
A-122 OMB Circular
A-133 and UGMS UGMS; OMB
Circular A-I 10 and
applicable Federal
awarding agency
common rule
For-profit 48 CFR Part 3I, Program audit UGMS and applicable
Organization other Contract Cast conducted by an Federal awarding
than a hospital and an Principles independent agency common rule
organization named in Procedures, or certified public
OMB Circular A-122 uniform cost accountant in
as not subject to that accounting accordance with
circular. standards that Governmental
comply with cost Auditing
principles Standards.
acceptable to the
federal or state
awazdin agency
A chart of applicable common rules is located on the Internet at
httn~l/www.whitehouse.gov/omb/grants/chart.html. OMB Circulars will be applied with the
modifications prescribed by UGMS with effect given to whichever provision imposes the more
stringent requirement in the event of a conflict.
Section 6.02 Independent Single orProgram-Specific Audit. If Contractor within Contractor's
fiscal year expends a total amount of at least $500,000 in state funds awadded or 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. The HHSC Office of Inspector General (OIG) will notify the Contractor to complete
the Single Audit Determination Registration Farm. If Contractor fails to complete the Single Audit
Determination Form within thirty (30} days after notification by OIG to do so, Contractor shall be
subject to DSHS sanctions and remedies for non-compliance with this Contract. The audit shall be
conducted by an independent certified public accountant and in accordance with applicable OMB
Circulars, Government Auditing Standards, and Uniform Grant Management Standards (UGMS)
located on the Internet at
httnalwww.sovernor.state.tx.us/divisions/state rants/guidelines/fileslUGMS062004.doc. Contractor
shall procuue audit services in compliance with this section, state procurement procedures, as well as
with the provisions of UGMS. Contractor, unless Contractor is a governmental entity, shall
competitively re-procure independent single audit services every five {5) years and shall not use the
same lead or coordinating audit partner (having primary responsibility for the audit) to conduct the
independent audit for more than five (5) consecutive years. Procurement of audit services must
comply with the procurement standards of 45 CFR Part 74 or 92, as applicable, including obtaining
General Provisions (Core Subrecipient 2009) G/5108 Page 11 of 38
Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Tex.
Health & Safety Code § 514.017(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 ar
mental health and substance abuse patient records. Department may require Contractor to transfer
original or copies of patient and client records to Department, without the consent or authorization of
the patient or client, upon termination of this Contract or a Program Attachment to this Contract, as
applicable, or if the care and treatment of the individual patient or client is transferred to another
entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall
attempt to obtain consent from the patient or client to transfer copies of patient or client records to
another entity funded by DSHS upon termination of this Contract or a Program Attachment to this
Contract, as applicable, or if care or treatment is transferred to another DSHS-funded contractor.
Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care, services,
or programs, Contractor shall implement Department's policies based on the HIVIAIDS (human
immunodeficiency virus/acquired immunodeficiency syndrome] Model Workplace Guidelines for
Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate
employees and clients concerning HIV and its related conditions, including AIDS, in accordance with
the Tex. Health & Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be
found at htt alwww.dshs.state.tx.uslhivstd/ olic / df/090021. df.
ARTICLE VIII RECORDS RETENTION
Section S.O1 Retention. Contractor shall retain records in accordance with applicable state and
federal statutes and regulations. 'At a minimum, Contractor shall retain and preserve all other records,
including financial records #ha# 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 axe the subject of litigation or an audit until the
litigation has ended or all questions pertaining to the audit are resolved. Legal requirements far
Contractor may extend beyond the retention schedules established in this section. Contractor shall
retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, § 165.1(b) and (c} or
other applicable statutes and regulations governing medical information. Contractor shall ensure that
this provision concerning records retention is included in any subcontract it awards. If Contractor
ceases business operations, it shall ensure that records relating to this Contract are securely stored and
are accessible by the Department upon Department's request for at least four {4) years from the date
Contractor ceases business or from the termination date of this Contract, whichever is sooner.
Contractor shall provide the name and address of the party responsible for storage of records to the
Division Contract Management Unit assigned to the Program Attachment.
General Provisions (Core Subrecipient 2009) 6/5/08 Page 13 of 3$
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 ContractorslProviders and train all staff on reporting requirements. Contractor shall use the
DSHS Child Abuse Reporting Form as required by the Depaa~tment 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 Signifcant 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 program operation or potentially affecting
Department-funded clients or participants within seventy-two {72) hours of discovery.
Section 10.03 Litigation. Contractor shall notify the Division Contract Management Unit assigned
to the Program Attachment of litigation related to or affecting this Contract and to which Contractor
is a party within seven (7) calendar days of becoming aware of such a proceeding. This includes, but
is not limited to an action, suit ar proceeding before any court or governmental body, including
environmental and civil rights matters, professional liability, and employee litigation. Notification
shall include the names ofthe parties, nature of the litigation and remedy sought, including amount of
damages, if any.
Section 10.04 Action Against the Cont~ractar. 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 a one 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 board ofdirectors.
Section 10.06 Misuse of Funds. Contractor shall report to the Division Contract Management Unit
assigned to the Program Attachment and to the SAO, any knowledge of debarment, suspected fraud,
program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, rules,
General Provisions (Core Subrecipient 2009) 615108 Page 15 of 38
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an agent
or managing employee of Contractor has been convicted of a criminal offense related to
involvement in any program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three-year period preceding this Contract, has
been convicted of or had a civil judgment rendered against them for commission of fraud or a
criminal offence in connection with obtaining, attempting to obtain, or performing a private ar
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, obstntction of justice, receiving stolen property or any
other offense indicating a lack of business integrity or business honesty that seriously and
directly affects the present responsibility of Contactor or its principals;
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by
a governmental entity (federal, state or local) with the commission of any of the offenses
enumerated in subsection g) of this section; and
i) neither it, nor its principals within athree-year period preceding this Contract has had one ar
more public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this section, without modification (except as required to
make applicable to the 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 Frogram Attachment. If
Contractor's status with respect to the items certified above changes during the term of this Contract,
Contractor shall immediately notify the Division Contract Management Unit assigned to the Program
Attachment.
Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child
support obligor who is mare than thirty (30) calendar days delinquent in paying child support and a
business entity in which the obligor is a sale proprietor, partner, shareholder, or owner with an
ownership interest of at least twenty-five percent {25%) is not eligible to receive payments from state
funds under a contract to provide property, materials, or services or receive astate-funded grant or
loan. If applicable, Contractor agrees to maintain its eligibility to receive payments under this
Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and
acknowledges that this Contract 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 set forth in this Contract and that a resolution, motion or similar action has been duly
adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the
organization under this Contract including all understandings and assurances contained in this
Contract, and directing and authorizing the person identified as the authorized representative of the
General Provisions (Core Subrecipient 2009) 9/10/08 Page 17 of 38
and materials received from Department. The responsibility of Contractor's governing board shall
also include accountability 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 board shall ensure separation of powers, duties, and functions of board members and staff.
Staff members, including the executive director, shall not serve as voting members of the
Contractor's governing board. No member of Contractor's governing board, 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 S73) 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 board, officers and employees of Contractor's subcontractors. Ignorance of any Contract
provisions or other requirements contained or referenced in this Contract shall not constitute a
defense or basis for waiving or appealing such provisions or requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the
requirements of the Deparhnent's Contractor's Financial Procedures Manual, and any of its
subsequent amendments, which is available at the Department's web site:
htt ://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 UGIVIS and adhere to procedures detailed in Department's Contractor's Financial
Procedures Manual. Those requirements shall include at a minimum:
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, 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.
General Provisions (Core Subrecipient 2009) 9/10/08 Page 19 of 38
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
htt~ alwww. dshs. state. tx. us/contracts.-
Section 12.09 Reporting fox Unit Rate and Fee For Service Contracts. Contractor shall submit
reports concerning unit rate and fee-far-service contracts to the Department in accordance with the
requirements stated in the Department's Contractor's Financial Procedures Manual located at
http:/lwww. 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 as set
forth in Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may
obtain a list of HUBs at http://wwcv.window.state.tx.us/procurementlproglhub. 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
l5th 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 Bay 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 Sabrecipient 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 $100,400, 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
Attachments} 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 fnancial and programmatic pexformance and shall maintain pertinent
General Provisians (Care Subrecipient 2009) 615/08 Page 21 of 3 8
Section 12.1 S 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, 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 far the
purchase of equipment. Requests to purchase previously approved equipment after the f rst 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 equipmen# list as f Wally approved by the Department in the
executed Contract. Any changes to the approved equipment list in the executed Contract must be
approved in writing by Department prior to purchase of equipment. Contractor shall submit to the
Division Contract Management Unit assigned to the Program Attachment, a written description
including complete product specifications and need justification prior to purchasing any item of
unapproved equipment. If approved, Department will acknowledge its approval by means of a
written amendment or by written acceptance of Contractor's Contract Revision Request, as
appropriate.
Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain a
nonexpendable personal property (equipment and controlled assets) inventory and submit an annual
cumulative report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O.
Box 149347 Austin, Texas 78714-9347, no later than October 15th of each year. The form for this
report (Farm GC-11) is located on the DSHS website at
http:/lwww.dshs.state.tx.us/contracts/forms.shtm. Contractor shall administer a program of
General Provisions (Core Subrecipient 2009) 6/5108 Page 23 of 38
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in
part, in this Contract, or in any equipment purchased with funds from this Contract, without the prior
written consent of the Department.
Section 13.02 Lobbying. Contractor shall comply with Tex. Gav 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 far influencing or
attempting to influence an officer or employee of any federal or state agency, a member of Congress,
an officer or employee of Congress, or an employee of a member of Congress in connection with the
awarding of any contract or the extension, continuation, renewal, amendment, or modification of any
contract (31 USCA § 1352, as amended, 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
f led a declaration, certification, or disclosure form in connection with the award; and at the end of
each calendar quarter in which there occurs any event that materially affects the accuracy of the
information contained in any declaration, certif cation, or disclosure previously filed. Contractor shall
require any person who requests ar receives a subcontract to file the same declaration, cerkificataon,
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
General Provisions {Core Subrecipient 2009} 6/5108 Page 25 of 38
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e} If the results of the contract performance are subject to copyright law, the Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the Division Contract Management Unit assigned to the
Program Attaclitnent.
Section 13.06 Otlier 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 specifc 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 s~ich property to the Department or its
designee, or otherwise aff rm Department's ownership rights and interest in such property. This
provision shall survive the termination or expiration of this Contract.
Section 13A7 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 e~'fect as if never incorporated, but all other provisions will continue. Parties represent and
agree that the language contained in this Contract is to be construed as jointly drafted, proposed and
accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this
Contract shall be deemed to have been received by a Party on the third business day after the date an
which it was mailed to the Party at the address first given above {or at such other address as the Party
shall specify to the other Party in writing) or, if sent by certified mail, on the date of receipt.
Section 13.09 Successors. This Contract shall be binding upon the Parties and their successors and
assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in this Contract are for convenience
of reference only and shall not be construed in any way to define, limit or describe the scope or intent
of any provisions.
Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with
transactions of the kind reflected by this document, and are capable of ~inderstanding the terminology
and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this
Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a 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. The Department may temporarily assume operations of a
Contractor's program or programs funded under this Contract when the continued operation of the
General Provisions (Core Subrecipient 2009) 6/5/0$ Page 27 of 38
a) cumulative budget line item transfers among direct cost categories, other than the equipment
category, that exceed 1 D% of Program Attachments of $ l DD,DDO or more, provided that the
total budget amount is unchanged;
b) line item transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location;
d} .change in equipment list substituting an item of equipment equivalent to an item of equipment
on the approved budget, (For example, purchase of XYZ brand computer instead of approved
ABC brand computer with essentially identical features as the XYZ computer);
e} changes in the equipment category of a previously approved equipment budget {other than
acquisition of additional equipment, which requires an amendment to this Contract);
f) changes specified in applicable OMB Circular cost principles as requiring prior approval,
regardless of dollar threshold {e.g., foreign travel expenses, overtime premiums, membership
fees); and
g) changes to community sites, independent school districts or schools, in substance abuse
Program Attachments.
In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract
Revision Request form from the DSHS website and complete the form as directed by the 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 Client Services Contracting Unit. A
separate Contractor Revision Request is required for each Program Attachment to be revised.
Circumstances of a requested contract revision may indicate the need for an amendment described in
the Amendment section of this Article rather than a contract revision under this section.'
Section 13.18 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 Technology Accessibility. If performance under this Contract includes the
development, modif cation or maintenance of a website or other electronic information resources far
General Provisions (Core Subrecipient 2009) 6/5108 Page 29 of 38
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 or
demonstrate in writing that the findings on which the remedies or sanction(s) are based are either
invalid or do not waizant the remedies or sanction(s). If Department determines that a remedy or
sanction is warranted, unless the remedy or sanction is subject to review under a federal or state
statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written
notice to Contractor of Department's decision. If required by the Department, Contractor shall take
corrective action. If DSHS determines that repayment is warranted, DSHS will issue a demand letter
to Contractor for repayment. If full repayment is not received within the time limit stated in the
demand Ietter, and if recoupment is available, DSHS will xecoup the amount due to DSHS from funds
otherwise due to Contractor.
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
contract renewal or future contract awards, or delay contract execution by delivering written notice to
Contractor, by any verifiable method, stating the reason far the emergency action..An "emergency"
is defined as the fallowing:
a} Contractor is noncompliant and the noncompliance has a direct adverse impact on the public
or client health, welfare or safety. The direct adverse impact may be programmatic or
financial and may include failing to provide services, providing inadequate services,
providing unnecessary services, or utilizing resources so that the public or clients do not
receive the benefits contemplated by the scope of work or performance measures; or
b} Contractor is expending funds inappropriately.
Whether Contractor's conduct ar noncompliance is an emergency will be determined by Department
an 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. Cade 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. Ta 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 pxovisions 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.
General Provisions (Core Subrecipient 2009) 615108 Page 33 of 38
competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) voiding
of a contract updn determination that the award was obtained fraudulently, or was otherwise illegal or
invalid from inception.
Section 16.04 Termination Without Cause.
a} Either Party may terminate this Contractor a Program Attachment, as applicable, with at least
thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks
to terminate a Contract or Program Attachment that involves residential client services,
Contractor must give the Department at least ninety (90) calendar days prior written notice
and must submit a transition plan to ensure client services are not disrupted.
b} The Parties may terminate this Contract or a Program Attachment by mutual agreement.
c} Either Party may terminate this Contract or a Program Attachment with at least thirty (30)
calendar days prior written notice to the other Party in the event funds become unavailable
through lack of appropriations, budget cuts, transfer of funds between programs or health and
human services agencies, amendments to the Appropriations Act, health and human services
consolidations, or any disruption of current appropriated funding for this Contract or Program
Attachment.
d) Department may terminate this Contract or a Program Attachment immediately when, in the
sole determination of Department, termination is in the best interest of the State of Texas.
Section 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) a court of competent jurisdiction finds that Contractor has failed to adhere to any laws,
ordinances, rules, regulations or orders of any public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of
its subcontractor to communicate with Department as necessary for the performance of this
Contract;
c) ~ Contractor breaches a standard of confidentiality with respect to the services provided under
this Contract;
d) Department determines that Contractor is without suff dent 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 ar 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 f nancial 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 vn which this
Contract is based in violation of Tex. Gov. Code § 2155.004;
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;
General Provisions {Core Subrecipient 2009) b/S/08 Page 35 of 38
terminated for cause is not eligible far expansion of current contracts, if any, ar new contracts or
renewals until the Department has determined that Contractor has satisfactorily resolved the issues
underlying the suspension or termination. Additionally, if this Contract is found to be void, any
amount paid is subject to refund.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from
the Department of termination of a contract with DSHS funded by block grant funds, Contractor may
request an administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT-AND CONTRACT RECONCILIATION
Section 18.01 Cessation of Services A# Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract ox 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 to ensure the orderly and safe transfer of responsibilities
under this Contract to DSHS or other entity designated by DSHS. Upon receiving notice of Contract
or Program Attachment termination or non-renewal, the Contractor agrees to immediately begin to
transition recipients of services to alternative service providers, as needed. Contractor also agrees to
completely cease providing services under this Contract or Program Attachment by the date specified
in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after
termination or expiration of this Contract or Program Attachment, or incur any additional expenses
once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration
ornon-renewal of this Contract or a Program Attachment, Contractor shall immediately initiate
Closeout activities described in this Article.
Section 15.02 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 refund amount due
within the time period established by the Department.
Section 15.05 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 Recanciliatian. 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
General Provisions (Core Subreci~ient 2009} 6l5/08 Page 37 of 38
CONTRACT NO. 2009-030827-
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO.0000346b68
CONTRACTOR: CITY OF CORPUS CHRISTI
DSHS PROGRAM: Infectious Disease Control Unit/~'LU-LAB
TERM: 01/01/2009 THRU:08131I2009
SECTION I. STATEMENT OF WORK:
Contractor shall identify submitters of clinical specimens through discussions and a mutual
agreement with local health departments in the Contractor's service area. Contractor may contact.
todd.lasco(a~,dshs.state.tx.us or lesiey.bullion cr,dshs.state.tx.us for guidance of appropriate
submitters. Contractor will test up to two hundred (200) clinical specimens meeting Clinical
Laboratory Improvement Act {CLIA'88} and received on Monday through Wednesday from
designated submitters within the Contractor's service area. Contractor will perform on each
specimen the Centers far Disease Control and Prevention (CDC) Real Time (RT) Polymerase
Chain Reaction Method {PCR} for typing of influenza viruses. Contractor will appxopriately
submit half of each specimen received to the Laboratory Services Section, Texas Department of
State Health Services, Austin, Texas.
Contractor must comply with Department of State Health Services (DSHS} Infectious Disease
Control Unit (IDCU) Program established flu surveillance protocol. DSHS IDCU Program will
ensure Contractor receives a copy of this protocol by start date of this contxact.
Contractor must comply with Health and Safety Code Chapter §$1.04b.
SECTION II. PERFORMANCE MEASURES:
The following performance measure will be used to assess in part Contractor's effectiveness in
providing the services described in this Contract without waiving the enforceability of any of the
other terms of the Contract:
Contractor must:
l . Report to the submitter with forty-eight (48) haiu's of receipt at least 75% of RT-PCR
results;
2. Send samples of all specimens tested to the Laboratory Services Section, Department of
State Health Services (DSHS), Austin, Texas within ten (10) business days of testing,
and;
PROGRAM ATTACHMENT -Page
3. Provide and submit written weekly reports each Monday, or if a holiday the next business
day, beginning Monday, January 12, 2009 by electronic mail to
todd.lascora?dshs.state.tx.us and lesle, .bullion~'c~dshs.state.tx.us on the RT-PCR results in
the format provided by DSHS.
SECTION III. SOLICITATION DOCUMENT:
N/A
SECTION IV. RENEWALS:
DSHS may renew the Program Attachment for up to three (3) additional one-year terms, at DSHS's
sole discretion.
SECTION V. PAYMENT METHOD:
Cost Reimbursement
Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List.
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and
acceptable supporting documentation for reimbursement of the required services/deliverables.
Vouchers and supporting documentation should be.mailed or submitted by fax or electronic mail to
the addresses/number below.
Claims Processing Unit, MC 1940
Texas Department of State Health Services
1100 West 49`x' Street
PO Box 149347
Austin, TX 78714-9347
The fax number far submitting State of Texas Purchase Voucher (Form B-13) to the- Claims
Processing Unit is (512} 458-7442. The email address is invoices dshs.state.tx.us.
SECTION VII. BUDGET: Cost reimbursement
PROGRAM ATTACHMENT -Page 2
2.009-030827-001
CategorECa~ Budget:
PERS:ONN~L $0'.00
_ FRINGE BENEFITS $0.00
TRAVEL. _.. ~ ~ooo
_. _ ~..~ . __ EQUIPMENT $0.00
SUPPLIES ~ i~5',900.00
_,
CONTRACTUAi~
$0.00
f QTH~R". ~ ~ $0.00
TOTAL DIRECT CHARGES $5,900.00
INDIRECT CHARGES $O.Op ';
.TOTAL $5,900.OQ
DSHS SHARE ~519DO.DO '.
. - ,.
CONTRACTOR` SHRR~
$0.00'
pTHER ,MATCH . $0,.00
Total reimbursements will, not exceed $5,900.00
Financial status reports are due: 04/3012009, 07/30/2409, 10/30/2009