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Home My WebLink AboutC2010-305 - 3/23/2010 - Approvedt 1, DEPARTMENT OF STATE HEALTH SERVICES Ix ~ ~ ,~ This contract, number 201.0-034759 (Contract), is entered into by and between the Department of State Health Services (DSHS ar the Department), an agency of the State of Texas, and CITY OF CORPUS CHRISTI (Contractor), a Government Entit (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goads to Che eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Methadfs). The total amount of this Contract is $80,000.00, and the payment method(s) shall be as specified in the Program Attachments. 3. finding 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, ar terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 03/30/2010 and ends on 03129/20] 1. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is pat responsible far payment under this Contract before both paxties 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 Cade; Chapter 1001.. b. Documents Fermin Contract. The Contract consists of the following: a. Care Contract (this document) b. Program Attachments: 2010-034759-001 Diabetes -Community Diabetes Project Health Departments 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 pat form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 2014-305 Res. 028516 03/23/10 Tx. Dept. Of State Health Svcs. ~*tn~~ 7. C©nflietin~ 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(sj, then the General Provisions, than 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 tha~~ as set forth in this Contract. By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVIL'ES B y: Signature of Authorized Official ~/`~~/® Date CITY OF CURPUS CHRISTI r Sign r - Date ~- Bob Barnette, C.P.M., CTPM Director, Client Services Contracting Unit 1,100 WEST 49TH STREET AUSTIN, TEXAS 78756 ~s12j 4ss-7470 Bob.B urnette@dshs.state.tx.us ~~~ ~ ~ AUT~IA~I~i~ , , ~ ~t3l~Cli..,, ~ la ~. f.. 9264-I ....~.;,,,: r SE~Rg'IR17Y~~ ~ ~ ~ ~ Print Name and Title ~ ~~ f (~~o bad ~`~ , A~~lddress City, fate, Zip Telephone Number E-mail .Address far Official Correspondence ed as to fa ~ I D ~. li eth R. Hun 8y As 'tart City Attortl8y Fpr City Attpmey CONTRACT N0.2010-03759 PROGRAM ATTACHMENT NO. 00 i PURCHASE ORDER NO.OOQ03C03~0 CONTRACTOR: CITY OF CORPUS CHRISTI DSHS PROGRAM: IDiabetes -Community Diabetes Project Health Departments TERM: 03/3Q120.i 0 THRU: 03129120:1.:1 SECTION I. STATEMENT OF WORK: Contractor shall design, implement, and evaluate a Community Diabetes Project -Health District, (CDP-HD}. This project shall provide community-based diabetes prevention and management interventions that are part of a comprehensive approach to diabetes ,prevention and control. The CDP-HD shall implement evidence-based programs and st<•ategies at the community level and create ar advocate for community policy, systems and environmental changes conducive to diabetes primary and secondary preventive measures. Far the purpose of this Program Attachment, CDP-HD shall target individuals i 8 years of age and older and their families in high-risk populations, i.c., racial and ethnic minorities who have disproportionate rates and burdens of diabetes and limited access to health care. Contractor shall establish and maintain or actively participate in abroad-based community diabetes coalition that meets at least quarterly for the duration of this project to perform the project requirements outlined in Section Il. E of the Renewal .Packet FY2Q10 Cammuniry Diabetes Projects - Health District. The responsibilities of the coalition include: + Coordination efforts to implement a comprehensive approach to diabetes prevention and contra l; + Providing ongoing advice and support to the project; + Conducting a community needs assessment to identify priorities; and + Ensuring sustainahiIity of effort and continued progress when state funding ends. Contractor shall have and maintain procedures and tracking tools in a consistent manner to document activities, services, and persons served that are measuued in required reports. Contractor shall have and maintain procedures and tracking tools in a consistent, timely manner to document activities, services, and persons served that are measured in reports. Contractor shall use dogs/sign-in sheets documenting classes conducted and the PMATS worksheets which documents demographic information that is inputted into PMATS Contractor also shall fulFill evaluation requirements as specified by DSHS. Contractor shall be listed in the Te.~,as Information Referral Network (TIRN) and identify other diabetes resources in their service area that are not listed with TIRN, encouraging these agencieslprograms to add their resources to the database. PROGRAM ATTACHMENT --Page 1 Contractor shall provide evidence through its yearly formative evaluaticans and its end-of-project surnmative evaluation that Contractor is meeting project work plan goals c>utiined in project's impact and process objectives. Contractor shall align any health care system compo~ients with the Texas Diabetes Council's, (TDC) Minimiml Standards of Care (flow sheet and algorithms). All project interventions shall be consistent with the TDC's strategic plan artd DSHS priorities for the health of Texans: fitness through physical activity and nutrition, immunizations, and eltm~nating health disparities. Contractor shall comply with all applicable federal and state laws, rules, regulations, standards, and guidelines inclpding, but not limited to the following: • I-Iealtl~ and Safety Code, § 12.01.2 and Chapter 103; • Healthy People 2010, United States (U.S.) Department of Health and Haman Services, November, 2000; and • Diabetes Today, A Course on How to Build Skills to Plan and Implement Community Based Programs for Persons with Diabetes, U.S. Departiz~ent of Health and Hurnan Services, September 2000, Contractor's immediate outcomes for this project are: * Increase opportunities for physical activity and better nutrition; • Increase access to self-management training; and • Improve capacity of coalition-based Community Diabetes Project (CDP} to design and implement diabetes interventions. All activities shall be performed in accordance with the following documents: Renewal Packet FY2010 Community Diabetes Projects -Health :District. These documents are incorporated by reference and made a part of this Frogrmm Attachment; Any changes to the approved Proposal shall be in writing and be approved by the DSHS program, 1JVi thin thirty (30) days of receipt of an amended standard{s) or guidelines}, Contractor shall inform DSHS Program, iu writing, if it will not continue performance under this Program Attachment in compliance with the amended standard(s) or guideline(s). DSHS may teirni~~ate the Program Attachment immediately or within a reasonable period of time as detert~ined by DSHS. DSHS reserves the right, where allowed by legal authority, to redirect fiends in the event of financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total contract amount as shown in SECTION VIII. BUDGET, Contractor's budget may be subject to a decrease for the remainder of the Program Attachment term.. Vacant positions existing after ninety (90}days Enay result in a decrease in funds. SECTION II. PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor's effeetivcness in providing services described in this Program Attachment, without waiving the enforceability of any PROGRAM ATTACHMENT -Page 2 of the other terms of the Contract. • Establish, maintain, or actively participate in a broad-based community diabetes coalition that meets at least quarterly (# of meetings t~). • Conduct at least 16 organizational activities leading to changes in community systems, policy, andlor environments that reduce the burden cyf diabetes; • Provide a minimum of 2 organizational changes i.tnpucting community systems, policy, and/or environments in different secto~;s of the community (e.g., health systems, work site/businesses [including the food industry], faith communities, nonprofits, government, neighborhoods, recreations, and schools} to reduce the burden of diabetes; • Conduct at least 96 Lifestyle classes .in English (e.~;., the Centers for Disease Control and Prevention's diabetes self management program, Do Well, Be Well" [Texas Cooperative Extension Services], or other DSHS approved models) or similar activities reaching 400 participants; • Conduct at least 48 Lifestyle classes in Spanish (e.g., the Centers for Disease Control and Prevention's diabetes self management program, Do Well, Be Well" [Texas Cooperative Extension Services], or other DSHS approved models) or similar activities reaching at least GO participants; • Provide a minimum of 32 ongoing .physical activity groups and physical activity events to reduce the burden of diabetes reaching 300 participants; • Conduct at least 'l2 psychosocial support group sessions in English to reduce the burden of diabetes reaching at least 100 participants; • Conduct at least 1 psychosocial support group sessions in Spanish to rcdu.ce the burden of diabetes reaching at least 20 participants; • Conduct at least 9 food and nutrition classes to reduce the burden nfdiabetes reaching at least 100 participants; • Provider education (risk reduction, TDC's N1ini~mum Standards of Care [t]ow sheet acid algarifhms], educational materials for clients, etc.) about diabetes reaching 150 providers with 150 educational materials; • Provide public health information activities including but not limited to: 1. Provide a m.inirrtum of 2000 diabetes-rcl.ated television activities; 2. Provide a minimum of l Odiabetes-related radio activities; 3. Publish a minimum of 30 diabetes-related articles (e.g., newspapers, church bulletins, business inserts or newsletters); 4. Provide 0 outdoor/.mobile advertising activities {e.g., bill boards, bus benches and placards, and ads on Public vehicles, etc.); 5. Develop at least 0 webpages and receive at least 0 hits from individuals accessing webpages; 6. Distribute at least 19500 .pieces of diabetes material (e.g., brochures, posters, materials from National Diabetes Education Program [NDEP) and Texas Diabetes Program/Council [TDP/C] and other sotu'ces); and 7. Addlupdate 3 resources on t:he Texas Infornatic>n Referral Network (T1RN}; Contractor shall submit monthly and quarterly reports in the format approved by DSHS program. • Monthly and quarterly reports shall be entered into the Program Management and PROGRAM ATTACHMENT -Page 3 Tracking System (PMATS}for Diabetes; Quarterly reports analyzing progress on work plans and development of successful strategies, prepared in a format approved by DSHS, anti due twenty (24} days after the end of each quarter; .Tiny 20, 2010; Oct. 24, 2010; Jan. 20, 20i 1; ar~d April 20, 2011 Monthly performance reports accounting for key activities in work plan implementation (anecdotal and statistical) are due on the following dates: April 12, 2010 'May 11, 20'10, June 10, 201.0; July 12, 2010, August 1.0, 2010 September 13, 2010, October 11, 2010, November 10, 2010, December 1{}, 2410; January 10, 2011, February 10, 20.! (and March 10, 2011.; and Contractor shall ,provide ayear-end project sunm~ary of aclrievenients and level of. accomplishing objectives prepared in the format approved by DSHS Program, within thirty (34) calendar days after the end of the Program Attachment term, April 29, 2411.. Contractor shall maintain the documentation used to calculate key outcome perfornance measures. The numbers above indicate the r3~inimum for each performance measure. This value is subject to change upon written agreement between DSHS and Contractor. Work plan activities and deadlines shall not be changed without prior approval from DSHS. Contractor's project coordinator and support staff shall attend all scheduled trainings in their entirety held by DSHS unless prior approval is obtained from authorized DSHS Texas Diabetes Program staff for absences. Contractor shall receir-e prior approval from DSHS on any proposed educational media campaigns for the public or• health care professionals. This requirement does not apply to promotional campaigns for local events. Contractor shall use 1VD:EP materials whenever possible. Contractor shall include the following credit on all printed, aadio or visual materials developed as part of this program,: "Funding provided by the Texas Diabetes Program, Department of State Health Serwiccs." SECTION III. SOLICITATION DOCUMENT: Exempt-Gor•ernmental Entity SECTION IV. RENEWALS: DSHS may renew the Program Attachment for up to two (2} additional one-year term 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: PROGRAM ATTACHMENT -Page 4 Contractor shall request pays„ent using the State of Texas Purchase Voucher (Porn, B-13) and acceptable supporting documentation far reimt~ursen,ent of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State HealCh Services Claims Processing Unit P.O. Box .149347, M.C.:1940 Austin, Texas 78714-9347 The fax number for submritting State of Texas Purchase Voucher [Form B-13} to the Chums Processing Unit is [512) 458-7442. The email address is invoicesC~dshs.state.tx:us. SECTION VIi. SPECIAL PROVISIONS: General Provisions, General Business Operations of Contractor Article, is revised to include: Contractor shall notify DSHS Progn atn Director, Diabetes Progrru,,, of any changes in project staff or contact information wifhin fourteen (14) calendar days of suc1, change(s). SECTION VIII. BUDGET: SOURCE OF FUNDS: 93.988 PROGRAM ATTACHMENT - Ft,ge 5 2010-034759-001 Categorical Budget: ' ' PERSONNEL- $12f573;00 FRINGE BENEFITS _$1,647.00. TRAI%EL ~~ $~OS7 ©0 EQUIPMENT $0n00' S!~P€~~IES $$7} a0~ CONTRACTUAL _ `: $63,436.00 1- ~ ~ ~ '~ 4 ~ CI ~ i ~,r ~~~.. IL s`M1-- l ~ ~. ~.d. h.ih .~~: 1_ L Y-.~5 ~ik }l.nvl. t3 .. " -•~.f F ~ .Y, ~.".:A nls ~ -_ .1 .. TQTAL QIR~CT CHARGES $$0;000_,00 ~. ,~ ~DIR~CT CH/~~~ES~ *~ ~ 3 s' ~ CA~f~-~ f]~' . .. t , ~.t W. ; ~..J.~...e., .._.3.. ,~~Suti f. .~ ?q~ ~ F d h wp.~ TQTAL $80.,000,00 CONTRACTOR SHARE $0':00 ' Q'T~ER MACH $0 ;00;3 Total reimbursements wiif not exceed $80,000.00 Financial status reports are due: 07/30/2010, 11/01/2010, 01/31/2011, 05/30/2011 Fiscal Year 211111 Department of State Health Services Contract General Provisions {Core/Subrecipient) Table of Contents ARTICLE I COMPLIANCE AND REPORTING ..................................................................... 1 Section 1.01 Compliance with Statutes and Rules .................................................................. 1 Section 1.02 Compliance with Requirements of Solicitation Document .............................. 1 Section 1.03 Reporting .............................................................................................................. 1 Section 1.04 Client Financial Eligibility .................................................................................. 1 Section 1.05 Applicable Contracts Law and Venue for Disputes .......................................... 1 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources ...................... l Section 1.07 Statutes and Standards of General Applicability .............................................. 2 Section 1.08 Applicability of C=enerai Provisions to Interagency- and Interlocal Contracts ................................................................................................................................ 4 Section 1.09 Civil Rights Policies and Cornplaints ................................................................. S Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals ...................... 5 ARTICLE TI 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.OS 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 ............................................................................... S Section 3.03 Use of Funds ......................................................................................................... S Section 3.04 Use for Match Prohibited .................................................................................... 8 Section 3,05 Program Income ................................................................................................... S Section 3.06 Nonsupplanting .................................................................................................... S ARTICLE IV PAYMENT METHODS AND RESTRICTIONS....... ......................................... S Section 4.01 Payment Methods ................................................................................................. 8 Section 4.02 Billing Submissions.o....•..•.•,....r .................•...,........u.•s.....,....••••.•••••••,••..........•..,• . 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 Payars ....................................................................•......................... 9 ARTICLE V TERMS AND CONDITIONS OF PAYMENT ................................................... 10 Section 5.01 Prompt Payment ................................................................................................. i0 Section 5.02 Withholding Fayments ...................................................................................... 10 Section 5.03 Condition Precedent to Requesting Payment .................................................. 10 Section 5.04 Acceptance as Payment in Full ......................................................................... 10 Genera! Provisions (Core Subrecipient) 201.0 with, TOC b1.709 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.{ll 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 Recards ............................................................... 13 Section 7.05 HIV/AIDS Model Workplace Guidelines ........................................................ 14 ARTICLE VIII RECORDS RETENTION ................................................................................. 14 Section 8.01 Retention ............................................................................................................. 14 ARTICLE liX ACCESS AND INSPECTION .............................................................................. 14 Section 9.01 Access .................................................................................................................. 14 Sectian 9.02 State Auditor's Office ........................................................................................ 15 Section 9.03 Respandeng 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 Sectian 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 Supliort Delinquencies ............................................................................18 Section 11.03 Authorization ......................................................................................................18 Section 11.04 Gifts and Benefits Prohibited ............................................................................18 Section 1L05 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 Ernployees ...........................................................................................................19 Section 12.02 Management and Control Systerns ................................................................... 19 Section 12.03 Insurance ............................................................................................................. 20 Sectian 12.04 Fidelity Bond ...................................................................................................... 20 Section 12.05 Liability Coverage .............................................................................................. 20 General Provisions (Core Subrecipieiit) 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 far Unit Rate and Fee-For-Service Contracts ............................... 21 Section 12.10 Historically Underutilized Businesses {HUBS). Admin. Code § 21).1G(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 Terrns ..................................................................................... 23 Section 12.15 Independent Cantractar .................................................................................... 23 Section 12.1b Authority to Bind ............................................................................................... 23 Section 12.1'1 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 .......................................................................................... 2'7 Section 13A6 Other Intangible Praperty ................................................................................. 28 Section 13.07 Severability and Ambiguity ................................„............,..,.............,............... 28 Section 13.08 Legal Notice ........................................................................................................ 28 Section 13.09 Successars ........................................................................................................... 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 Inforrnation .......................................................................... 28 Section 13.15 Amendnnent .........................................................................................................29 Section 13.16 Contractor's Natilication of Change to Certain Contract Provisions.......... 29 Section 13.17 Contractor's Request far 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 1.3.21 Electronic and Information Resources Accessibility Standards .................., 30 Section 13.22 Farce Majeure .................................................................................................... 31 General Provisions (Care Subcecipieat) 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.Oa Emergency Action .............................................................................................. 34 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT .................................................... 35 Section 15.41 Breach of Contract Claim ................................................................................. 3S Section 15.02 Notice ................................................................................................................... 35 Section 15.03 Sole Remedy ........................................................................................................ 35 Section 15.04 Condition Precedent to Suit .............................................................................. 3S Section 15.05 Perforrnance 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 Sectwon 18,02 Administrative Offset ......................................................................................... 39 Section 18.03 Deadline for Closeout ......................................................................................... 39 Section 18.44 Payment of Refunds ........................................................................................... 39 Section 18.05 Disallowances and Adjustments ........................................................................ 39 Section 18.46 Contract Reconciliation ..................................................................................... 39 General Prnr~isions (Care Subrecipient) 241.0 with TGC 61709 4 Fiscal Year 2E110 Department of State Health Services Contract General Provisions (CorelSubrecipient) ARTICLE I COItiiPLIANCE AND REP©RTING Section l .Ol 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 ge~teral 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 anZended. The Department rriles 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 appl:icabl.e statutes, regulations, rules or executive orders, the tei7ns of this Contract shall cnntrcil. Contractor further agrees that, upon notification front 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.D2 Compliance with Recluirenaents of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Cont~•actor 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 infarmation requested by the Department in the format required by DSHS. Failure to submit a required ~~epoit or additiona! requested in.farm.ation 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, ezner~ency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1 A4 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 gover7ted by, and construed in accordance with, the laws of the State of Texas. In tl~e 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 ~tnd Budget (OMB) Circulars, the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code General Provisions (Core Subrecipient) 201 U Chapter 783, and Uniform Grant Nlanagernent Standards (UGMS), as revised by federal circulars and .incorporated i.n. UGMS by the Governor's Bridget, Planning and Policy Division. UGMA and UGMS can be located through web links on the DSHS wcbsite at http:/{www.dshs.state.t~..uslcant2•actsllinks.shtrri. Contractor also shall cair-ply with all applicable federal and state assurances contained in UGMS, Past 111. State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.1.4. If applicable, Contractor Shall comply with the Federal awarding agency's Camman Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which maybe located thraugh weblinks on the DSHS website at http:l/www.dshs.state.tx.uslcnntractsllinks.shtrn. For contracts funded by block grants, Contractor shall camply with Tex. Gav. 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. Ta the extent applicable to Contractor, Contractor agrees to camply 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: l) Title Vl of the Civil Rights Act of 1964, 42 USC §§ 2000d et sey.; 2} Title ]X of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 3.685- L686; 3) Section SQ4 of the Rehabilitation Act of 1973, 29 USC § 794(x); 4) the Americans with Disabilities Act of :1990, 42 USC §§ 1210'.1 et seq.; 5) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholis,n Prevention, Treatment and Rehabilitation Act of 1.970, 42 USC § 290dd (b)(L.); 7} 45 CFR Parts 80, 84, 8G and. 91; 8) U.S. Department of Labor, Equa! Employment Oppcntunity E.O. 11246; 9) Tex. Lab. Code Chapter 21; ]0) Foad Stamp Act of 1977 (7 USC § 2Q0 et seq.; 11}Executive Order 1.3279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal. treatment and opportunity for religious arga~~izations; anal 12} DSHS .Policy AA-503 $, Non-discrimination Falicy for DSHS Programs; b) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1103 et seq., relating to drug abuse; c) Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR Part 2, relating to confidentiality of alcohol and drug abase patient records; d) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; e} Immigration Reform and Control Act of 1986, 8 USC § 1324x, regarding emplaytnent verification; f) Pra-Children Act of 1994, 20 USC §§ 6081-6084, regarding the non-use of all tobacco products; g) National Research Service Award Act of ! 97.1, 42 USC §§ 289a-1 et seq., and 6601. (PL 93-348 and PL 103-43), regarding human subjects i~ivolved in research; h) Hatch Political Activity Act, 5 USC §§ 1501.-1508 and 7321.-26, which limits the political activity of employees whale employment is funded with federal funds; General Provisions (Core Subrecipient) 2010 2 i) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1.970, 42 USC §fi 4701 et seq., as applicable. concerning minimum. wage and 1I]4LX1mLlln hUU1'S; j) Tex. Gov. Code Chapter 4fi9, pertaining to eliminating architectural barriers for pel.sons with disabilities; k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and 28 Tex. Admin. Code Part 2, regarding compensation fc~r employees' injLlries; 1) The Clinical Laboratory Improvement Amendments of 198$, 42 'USC § 263x, 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 regalding safety standards far handling blood borne pathogens; n) Laboratory Animal Welfare Act of 1.966, 7 USC §§ 21.31 et seq., pertaining to the treatment of laboratory atrim~Lls; o) environmental standards pursuant to the following; 1 }Institution of environmental duality control measures under the National E.nvironlnental Policy Act of 1.969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 {40 CFR Part 32), "Providing far Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal. Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11.990, 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 insura~lce purchase requirements of Section 1.02(x) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5) Assurance of project consistency with the approved Skate Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seg.; 6) Federal Water Polhltion Control Act, 33 USC § 1.251. et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300E-30Qj; $) Protection of enda3igered species under the Endangered Species Act of 1973, 16 USC §§ 1531. et seq.; 9} Conformity of federcil actions to state clean-air implementation pl.xns under the Clean Air Act of 1955, 4Z USC §7401 et seq.; 10} Wild and Scenic Rivers Act of 196$ {'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} regalding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Adrni.nistration (5 CFR Part 900, Subpart F); q} Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 {FL 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 xnd Safety Standards Act (40 USC §§ 327- 333), regarding labor standards for federally-assisted constntction subagreements; s) National Historic Preservation Act of 1966, §106 (1.6 USC § 470), Executive Order :11593, and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 General Provisions (Core SLLbrecipient) 2010 et sect,,} regarding historic propet'ty to the extent necessa~'y to assist DSHS i~t ct~mplying with the Acts; t) financial anti compliance audits in accordance with Single Audit Act Amendments of 1996 and C3M$ Circular No. A-133, "Audits of States, Local Governments, and Non- . Profit Organizations;" and u) requirements of any other applicable state and federal statttes, executive orders, regulations, rules and pol.icics. If this Contract is funded by a grant or cooperative agreement, additional state ar federal requirements found in the Notice of Grant Award are imposed on Contracto~• and incorporated herein by reference. Contractor tray obtain a copy of any applicable Notice of Grtuit Award from the Division Contract Management Unit assigned to the Program Attachment. Section L08 Applicability of General Previsions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions shall not apply to Contracto~;s that are State agencies or units of local government; and ccttain additional provisions shall apply to such Contractors. a} The following sections ar. portions of sections of these General Provisions shall eat 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 i2.05; 5) Fidelity Bond, Section 12.04; b) 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 Corporake Stat<ts, 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 pragr{inns of the affected agencies of'State government; (2) the proposed arrangements serve the interest of efficient anti 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 1.001, anal 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 ~ 1 } This Contract is entered into pursuant to the authority granted Ind in compliance with the provisions of the lnterlocal Cooperation Act, Tex. Gov. Code Chapter 791.; Z) 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 Previsions section}, whun Signed by a duly authorized representative of Contractor, shall be effective as of the effective date specified by the Department, whether that date i.5 prior to or after the date of any ratification by Contractor's governing body. Section 1.49 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. Cortractor. 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 741 W. 51st St., Mail Code W20b Austin, Texas 7$751 Tnll-free phone (888) 3$8-G332 Phone (512} 438-4313 TTY Toll-free (877} 432-7232 Fax {512) 438-5885 Section 1.14 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) 2410 ARTICLE II 5ERtiICES Section 2.01. Education to Persons in Residential Facilities. if applicable, Contractor sh~till ensure that all persons, who are housed in Department-licensed andlor• -funded residential t'acilities and who are twenty-two (22) years of age or yocuige~•, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local edr~cation 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 bioterro.rism events, declared as a state disaster by the Governor, or as a federal disaster by the appropriate federal. official, Contractor may be called upon to assist DSHS in providing services, as apprapriate, in the following areas: cotnrnunity evacuation; health and medical assistance; assessment of health and medical. needs; health surveillance; rnedical care personnel; health and medicaE equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health acid 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 Ieast intrusive on the primary services of the Contractor. Section 2.03 Consent t© Medical Care of a Minor. If Contractor provides medical, dental, psychological or surbical treatment to a minor under this Contract, either directly or through cont~•acts with subcontractors, the treatment of a minor shall be provided Drily if informed consent to treatment is obtained pursuant to Tex. Fare. 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. Fain. 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 telemedicineitelepsychiatrytbat 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 physicia~~ responsible far medical leadership; b} contraindication considerations for telemedicine use; e) qualified staff members to ensure the safety of the individual being seined 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 b ~) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served: and i) nsanagement of information and documentation far telemedicitte services that ensures timely access to accurate information between the two sites. Telemeaicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule § X48.911. Section 2.05 Fees for Personal Health Services. Cantractc>r Wray develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health & Safety Code § 1.2.032, DSHS Rule § 1.91 covering Fees for Personal Health Services, and other applicable laws or Brant requirements. The amount of a fee shall not exceed the actual cost of providing the services. Nv patient may be denied a service due to inability to pay. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make .needed medications available to clients at the lowest possible prices and use the most cost effective n-tedications purchasing arran.genient passible. Section 2.07 Services and Information far Persons with Limited English Proficiency. Contractor agrees to take reasonable steps to provide services and information bath orally and in writing, ir- appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaninbful 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 yr interpretation services and. shall not require a client to provide ar pay for the services of a translator ar 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 itse of such a person would not camprotnise 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 3.0:1 Deht to State and Corporate Status. Pursuant to Tex. Gov. Cade § 403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State far an.y reason, including a tax delinquency. Contractor, if a corporation, certifies by.e.xecution 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 fr'auchise 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 fxanchise tax is paid in full. General Provisions (Care Subrecipient) 2010 7 Section 3.02 Application of Payment Due. Contractor a~ •ees 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 tfuough this Contlact shall not be used for matching purposes in securing otht:r funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Grass income directly generated from. Department funds tihrough a project or activity performed under a Program Attachlent andlar eared only as a result of a Program Attachment during the teen of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, the addition alternative, as prnvidecl in UGMS § _.25(g}(2}, for the use of program i.ncotne 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 gild 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 ttse funds from this Contract to supplement existing state or local. funds currently available for a particular activity. Cnntractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation. substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Niethods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment tnetliod for each program shall be one of the following I71tYtlIQdS: a) cost reimbursement. This payment method i:s based on an approved budget in the Program Attachment(s) and acceptable submission of a request far reimbuursement; or b) unit ratelfee-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 Attachn~.ent(s} and acceptable submission of all required documentation, farms andlor . reports. General PIovisions {Core Subrecipient) 201(} 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 Payo~.s section of this Article, Contractor shall submit requests for reimbursement or payment monthly within thirty (30) calendar days fol.lawin~~ 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 paym.cnt 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 facsitnilc transmission. Reimbursement or payment requests received in DSHS's offices more than sixty (fi0) 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 andlor records. A written statement describing the extenuating circumstance and the last req~iest 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 m:1y be granted at the Department's discretion. Contractor must submit documentation to the Division Contract Management Unit assigned to the Program Attachment to justify the need for a working capital advance. The working capital advance must be liquidated as directed by the Department. The .requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Prcycedures Manual located at htt :f/ww~;v.dshs.state.tx.uslcontracts. Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these Ge~ieral 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 fallowing the end of each quarter of the Program Attachment term for Department review and financial asscss~nent. Tl~e final FSR must be submitted not later thar~ sixty (60} days following the end of the applicable term.. Section. 4.Ofi Third Party Payars. A third party payer is any person or entity who has t:he legal responsibility far 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 payers. Contractor shall (a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those prog~ranis, 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 payer, to receive services up to the amount of the deductible and to bill General Provisions (Core Subrecipient) ?010 9 the Department for the deductible; (d} not bill the Department for any services eligible for third party rei.~nbursement until all appeals to third party p=~yors .have been exhausted. in which case the 30-day requirement in the Billing Submissicm section will 6e extended anti[ all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain rei.mbursemeut; {f) bill all third party payors for set~vices provided under this Contract before submitting any request for reimbursement to Dep~u•tmeut; and (g) provide third party billing functions at no cast tc> fhe client. ARTICLE V TER1vIS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed. invoke pursua~?t to thls Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds u~~der 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 pay-nent 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 auditor 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 casts, 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 fu~zds before requesting cash .payments including any advance payments from. Department. Section 5.04 Acceptance as Payment in Fuil. Except as pe»nitted in the Fees for Personal Health Services section or under 25 Tex. Admin. Code § 444.41.3, 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 additianai reimbursement or payment for services or goads from clients or participants o~• charge a fee or snake a profit with respect to the Contract. A fee ar profit is considered to be an amount in excess of actual allowable casts that are incu~7-ed in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section b.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must .have incun~ed a cost prior to claiming reimbursement anal within the applicable term to be eligible for reimbursement under this Contract. DSHS shall d.etennine whether casts General Provisions (Core Subrecigient} 2010 1D submitted by Contractor are allowable and eligible for reinibursen3ent. If DS KS has paid funds to Contractor for unaIlawabi.c or ineligible casts, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within thirty (30) calendar clays of the date of this written notice. DSHS may withhold all ar part of any payments to Contractor to offset .reimbursement for. at~y unallowable or ineligible expenditures that Contractor has not refunded to DSHS, ar if financial status report(s) required under the Financial Status Reports section are not submitted by the date(s) due. DSHS may take rs;paymcttt (recoup) from funds av=iilable under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and adtni.nistrative requirements include- Applicable Entity Applicable Cost Attdit Administrative Princi les Re uirements Re uirements State, Local and. ONIB 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 anti applicable Federal as applicable awarding. agency common rule; and UGMS, as a licable Non=Profit OMB Circular OMB Circular UGMS; O1V1B Organizations A-122 A-1.33 and UGMS Circular A-110 and applicable Federal awarding agency common rule For_pro#it ~8 CFR Fart 31, OMB Circular A- UGMS and applicable Organization other Contract Cost 133 anti UGMS I~ederal awarding than a hospital and an Principles agency common rule organization named. in Procedures, or OMB Circular A-122 uniform cast as not subject to that accounting circular. standards that comply with cast principles acceptable to the federal or state awardin a =enc A chart of applicable Federal awarding agency common. rules is located through a weblink on the DSHS website at httt~'/1www.dshs.state.tx.us/contracts/lirilcs.shttn. OMB Circulars will be applied with the n~odif.ications presct'ibed by UGMS with effect given to whichever provision imposes the mare stringent requirement in the event of a conflict, Genera! Provisions {Core Sctbrecipient) 2010 11 Section 6.02 Independent Single or Program-Specific Audit, If Contractor within Contractor's fisetll year expends a totill anlOllnt O~ at IeilSt $544,444 in federal funds awarded, Contractor must have a single audit or prograrl~-specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133, the Sin;=le Audit Act of I984, P L 98-50?, 9~ Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156, 11(} 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 $500,400 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 (QIG) 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 DIG to do so, Contractor shall be subject to DSHS sanctions and rerned:ies 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 DSI3S website at_http:/lwww.dshs.state.tx.usJcontractslli.n:ks.shtln. 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 cormpetitively 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 lirmit the amount of time the lead or coordinating audit partner {havi.ng 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 regtlire the audit firm to provide certifi.cati.on. 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 ar program-specific audit work. performed for the Contractor. Procurement of audit services mast 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 G.43 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 Depar•ttment's Contract Oversight and Support Section, and one copy to the Texas Health and Hiunan Services Commission (HHSC), Office of Inspector General (OIG), at the following addresses: Depar#rrrent of State Health Services Contract Oversight and Support, Mail Cocle 1326 P.O. Box 149347 Austin, Texas 78714-9347 Texas Health ar-td Human Services Commission. General Provisions (Core Subrecipient) 2010 i2 Office of Inspector General CompliancelAudit, Mail Code 1.326 P.O. Box 85200 Austin, Texas 74708-5200 If Contractor fails to submit the audit report as required by the Independent Single car Frogram- Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit repc5rt, 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 lim.i.ted to 7 CFR Fart 246; 42 CFR Part 2; 45 CFR'Parts 1.60 and 164 (Health Insurance Portability and Accountability Act [HIPAA]}; Tex. Health & Safety Code Chapters 12, 47, 41, 82, 85, 84, 92, 161, 141, 241, 245, 251, 534, 576, 577, 596, 6l 1, and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable Rules. Section 7.02 Department Access to PHI and Dther 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 PHl without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Tex. Health & Safety Cnde § 533.009 and Rule Chapter 41.4, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health & Safety Code § 614.017(x){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 docun~ents 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 incompliance 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 Contactor to transfer original or copies of patient and client records tc~ 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 patiezat 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 Cantract or a Program Attachment to this Contract, as applicable, or if care or treatment .is transferred to another DSHS-funded contractor. Section 7.05 HIVfAIDS Model Workplace Guidelines. if providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeticie.ncy viruslacquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shah educate e:mpioyees and. clients concerning H1V 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 ]Itt :ilwww.dshs.state.tx.us/hivstd! olic / olicies-shim. 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 ~u-e the subject of litigation or an audit until the litigation has ended ar all questions pertaining to the audit are resolved. Legal requirements far cantractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Fart 9, § 1b5.1(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 Cantract 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 Cantract terminates, whichever is sooner. cantractor shall provide the name and address of the party responsible for storage of records to the Division Contract Management Unit assigned to the Program Attachm.cnt. 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 orga~uzations 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 Clnited 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, val~mteers, participants and clients concerning the Contract, Contractor's business and client services. If deemed necessary by the Departn~ent or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. Further, cantractor shill ensure that information collected, assembled or maintained by the Contractor relative to this Contract .is available to the Department far the Department to respond. General Provisions (Core Subrecipient) 2010 14 to requests that it receives under the Public lnfai7nation Act. The Department and HHSC will hove the right to audit billings both before and after payrn.ent, and all. documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal pay3nents. Contractor shall ensure that this provision concernuig the right of access to, and cxam.inatian o£ sites and-infr>rmatian 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, bc~c~ks, papers, documents, or recordings related to this Cant3-act 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 auditor investigation in connection with those funds. The Contractor further agrees to cooperate ftilly with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any inforrriation the SAO considers relevant to the investigation or audit- Contractax 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 die deficiency in a site inspection, program review or ntanagernent 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 ar sanctions under the Breach of Contract and Remedies far 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 fallowing public health programs: HIV/STD; Family Planning (Titles V, X and XX); Primary Health Care; Maternal. and Child Health; and WIC Ntltrltlon SerVACeS. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Farri. Code Chapter 26 i 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 Cluld Abuse Reporting Form. as required by the Department located at www.dshs.state.tx.us/childabusere ortin ~. 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 U-nit 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-fin~ded clients or participants within seventy-two {72j hours of discovery. General Provisions (Core Subrecipient) 2010 1S Section 14.43 Litigation. Contractar shall notify the Division Contract IVlanagement Unit assigned to the Program Attacll.ment of litigation related to or affecting this Contract and to which Contractor is a patty within seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to an actian, suit ar pz•oceedin~ before any court of governmental. body, including environmental and civil rights matters, professional liability, and employee litigation. Noti#'ication sh~>)1 include the nztmes of the parties, nature of the litigation and remedy sou<= t, including amount of damages, if any. Section 14.44 Action Against the Contractor. Contractar shall notify the Division Comract 1Vlanagement Unit assigned to the Program- Attachment if Contractor has had a conh:act suspended or terminated for cause by any local, state ar 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 revocatYan to the Division Contract Management Unit assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such actian; the name and contact information of the local, state or federal department or agency or entity; the date of the license actian; and a license or case reference number. Section 10.45 Insolvency. Contractar 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 (1RS) or Texas Workforce Commission {TViTC) within three (3) working days of the date of determination that Contractar is insolvent or incapacitated, or the date Cantractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachrtz.ent of its plan to seek bankruptcy protection within three {3) woz:king days of such action by the Contractor's governing body. Section 10.4fi 1VTisuse of Funds and Perforrnance 1VTalfeasance. Contractar• shall report to the Division Contract Management Unit assigned to the Prograrr- Attachment, any knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or violation of finaziciai laws, rules, policies, and procedures related to performance under this Contract. Contractor shall make such report no later than three {3) working days Pram the date that the Contractor has knowledge or reason to believe such activity has taken place. Section 1.4,47 Criminal Activity and Disciplinary Action. Contractar 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 defet7•ed adjudication, is presently indicted for oz• 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 Contz~act Management Unit assigned to the Program Attachment if it has reason to believe Cantractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an ernplayee 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) 2410 1C greater than a Class A misdemeanor or if such activity would reasonably constitute grounds tar disciplinary action by a state ar federal regulatory authority. or leas been placed on catnmunity supervision, received deferred adjudication, ot• been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program ar felony sex cringe. Contractor shall make the reports required by this section no later than three (3} working days from the date that the Contractor has knowledge ar reason to believe such activity has taken place. Contractor shall ensure that any person who engaged, or was alleged to have engaged, in apt activity subject to reporting uncEer this section is prohibited from performing direct client services or from having direct contact with clients, unless otherwise directed by DSHS. Section :10.0$ Retuliatian Prohibited. Contractor shall not retaliate against any person who reports, a violation af, ar caapetates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, ar any federal, state or local law enfarcetx~ent official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section i 1.01 Certification. Contractor certifies by execution of this Contract to the fallowing: a} it is not disqualified. under. 2 CFR §376.935 or ineligible for participation in fedora! or state assistance programs; b} neither it, nor its principals, are prese~ttly debarred, suspended, proposed for debarment, declared ineligible, yr 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; 1) 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,lVledicaid, or a federal black grant; g) neither it, nor its principals have within the three-year period preceding this Contract, has been convicted of ar had a civil judgment rende3~ed against them for commission of fraud or a criminal. offense in connection with obtaining, attempting to obtain, ar 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, nar 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 cane ar more public transaction (federal, state or local) terminated fc}r cause or default. Contractor shall include the cet•tifications in this Article, without modification (except as required to make applicable to the subcontractor), i~~ all subcontracts and solicitations for subcnntracts. 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 i.tnmediately notify the Division Contract Nlanagcment Unit assigned to the Program, Attachr-~ent. 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 eu.ti.ty in which the obligor is a sole proprietor., partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%o} is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state-funded grant ar 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 nay be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described iu this Contract and that a resolution, motion or similar action has been duly adapted ar 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 iC has not given, offered to give, nar intends to give at any time liereaftet, 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 1 l .05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 21,55.004 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 nr 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 coinpensatinn from. DSHS for participation in the development, drafting or preparation of specifications, requirements or statements} of work for this Contract or in the Solicitation Document on which this Contract is based; (b} pursuant to Tex. Gov. Cade §~ 2155A0G and 2261.053, Contractor is ineligible to receive this Contract, if the Contractor or any perso~~ who would. have financial Genera! Provisions (Core Subrecipient) 2010 1$ participation in this Contract has been convicted of violating federal law, or been assessed a federal civil or ad~ninistrati.ve penalty, in connection with a contract awarded by the federal gaverninent 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 indiv.idttal or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.05:x, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 IJSC § 1, et seq. and Tex. Bus. & Comau. Code .1.5.01,, et seq. Contractor eei~tifies that neither Contractor, nor anyone acting far 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 per.sou engaged in Contractor's line of business far the purpose of substantially lessening competition in such line of business. Section i 1..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 to this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.0.1 Responsibilities and Restarictions 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 SO1(c)(3) organizations as defined iii the Internal Revenue Service Code as not-far-profit organizations. Each mernber of Contractors 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, anal applicable federal. and state laws and regulations; and correetinn of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Cont!•actor 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 consangu.ituty (as defined i.n 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 Departmert'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: htt~:I/www.dshs.state.tx.ttslcc>ntracts. Contractor shall maintain an appropriate contract administration system to insure that all terns, conditions, and specifications are met. Contractor shall develop, implement, rind 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 lVlanual. Those requircm.ents shall include, at a minimum, the following: a) financial planning, including the development of budgets that adequately reflect alI functions and resources necessary to tarry out authorized activities and the adequate determinatit>n of costs; b} financial management Systems that include accurate accounting records that are accessible and identify rho source and application of funds provided. under each Program Attachment of Chis 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, ailo~rirableness, 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 t.a DSHS. Section 12.04 Fidelity Band. For the benefit of DSHS, Contractor is required to can•y 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 car insurance shall provide for indemnification of lasses occasioned by (1) any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, andlor (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 cavei<yge far third party property and include DSHS as a loss payee or equivalent designation.. Contractor shall notify, and obtain prior approval front, the DSHS Contract Oversight and Support Section before settling a claim can the fidelity band or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall also maintain liability insurance coverage, refeixed to in Tex. Gov. Cade § 22b1.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Contractor's organization or with management ar 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 lass payee on the policy. Contractor must maintain copies of liability policies on site for inspection by DSl-1S and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Te,~.as Non-Profit Corporation Act; for-profit corporations org~ulized 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 perscm danlages Department's interests. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the IllsurallCt'. Section 1.2.06 Overtime Corr~pensation. 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 overtiille pay is defined as any compeu:5ation 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 maybe used to pay the premium. portion of overtime Drily under the following conditions: 1 }with the prior approval of DSHS; 2) temporarily, in the case of an em.ergeney or an occasional operational bottleneck; 3} when employees are performing indirect functions, such as administration, maintenance, or accounting; 4} in performance of tests, laboratory procedw•es, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or S} 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 ] 2.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Departm.ent's Contractor's Financial Procedures 1Vlanual 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 anal 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 Cast Allocation Plan For the current year is the sonic as that submitted to DSHS for the previous year. In the event that the Cost .Allocation Plan changes during the Contract term, Contl-aetor must submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty (30) calendar days after the effective data of the change. Cost Allocation Plan must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual Located aC litt ://www.dshs.state.tx:uslcontracts. Section 12.09 Reporting for Unit Rate and Fee-For-Service Contracts. Contractor shall submit roports concerning unit zate anal 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 PracedLrres Manual located at 17ttp://www.dslls.state.tx.us/contracts. Section 12.10 Historically Underutilized Businesses (HUBs). If Cantractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encatuaged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov: Code Chapter 2161 and 34 Tex. Admin. Cocle ~ 20.14 et seq. Contractors may obtain a list of HUBS at htt :l/www,window.state,tx.us/ rocurementl ra~Tlhub. If Cantractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change i_n the plan, Cantracti~r must abtain 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 Departmen.t'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. Contractar shall purchase products and materials produced in Texas when. the products and materials are available at a price anal time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code § 2155.444:1. Section 12.12 Contracts with Subrecipient Subcontractors. Cantractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into an agree~r~ent equaling or exceeding ~100,QOU, Contractar shall obtain written approval from DSHS. Contracts with subcontractors shall be in writing and include the following: a) name and address of all paa-ties; 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 ~ipplicable Program Attachment{s); f) access to inspect the work and the~premises on which any work is performed, in accordance with the Access and lnspection Acticlc i.n these General Provisions; and g) a cagy 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. Cantractor is responsible to DSHS for the performance of any subcontractor. Contractar shall monitor subcontractors far both financial and probrammatic peifo~~nance and shall maintain pertinent records that must be available far inspection by DSHS. Contractor shall ensure that subcontractors are fully award of the requirements placed upon them. by statelfederal statutes, rules, and regulations and under this Contract. Cantractor shell not contract with a subcontractor, at a~~y tier, that is debarred or suspended ar excluded from or ineligible for participation in federal assistance programs. General Provisions (Core Subrecipient) 2010 22 Section 12.13 Status of Subrontraetors. Contractor shall include in all its contracts with subcontractors, ti7e certifications Stand in the Assurances and Certifications Article of those General Provisions. Contractor sltakl also require a1k subcontractor's 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 rho Department. Contractors shclll further require that subcontractors certify that they have not voluntarily surrendered within the past three {3} years any license issued by the Departmont. Section 12.14 Incorporation of Terms. Contractor shall ensure that all written agreements with subreeipient subcontractors incorporate the terms of this Contract, and provide that the subcontractor is subject to audit by DSHS, HHSC and the SA4. 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 tl~e State of Texas for any purpose whatsoever. Far .purposes of this Contract, Contractoa' acknowledges that its employees, subcontractors, joint venture participants or agents will not be eligible for t;tnemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Sind. 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 #iling 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 ter.minatiou at the Department's discretion. Tn 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 12.1$ Notice of Organizational Change. Contractor shall submit written notice to the Division Contract 1Vlanagement 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 Con.tractor's name requires an amendment to this Contract in accordance with the Amendments section of these Genera! Provisions. Section 12.19 Quality 1Vlanagement. 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 pursoual 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 anal laptop computers,,non-portable printers and copiers. General Provisions (Core Subrecipient) 2U10 23 emergency management equipment, communication devices and Systems. medic~il and laboratory equipment, and media cqui.pment. 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. Attach~x~ent ternr, as applicable. Failure to initiate tl~e 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 Co~rtract Management Unit assigned to the Prob~xain Attachment. Section 1.2.21. Supplies. Supplies are defined a5 consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, .patient educational supplies, softwate, and. any items of tangible personal property other than those defined as equipment above. Section 12.22 Changes to Equipment List. A11 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 tl~e 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 car by written acceptance of. Contractor's Contract Revision Request, as appropriate. Section 12?3 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 1.326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15`x' of each year. The report is located. on the DSHS website at htt :/lwww.dshs.state.tx.uslcontracts/f'orms.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 tt 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, anal title reverts to Department, who may require that the property, equipment and supplies be returned to D5HS. Section 12.25 Title to Property. At tl~e 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 bylaw, transfer the reversionary interest to stick property to Contractor. Section 12.26 Property Acquisitions. Department funds mzty not be used to purchase buildin~~s or real property. Arty casts related to the initial acquisition of the buildings ar real property are not allowable. Section 1.2.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's (AHA's) "Estintate;d Useful Lives of Depreciable Hospital Assets" in dtspaSing, at any time during ar 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 ar 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 regishatian or that has an acquisition cost equal to or greater. than $5,000} shall be controlled by the requirements of UGNIS. lf., 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 ar registration or lead an acquisition price equal to or greater than $5,00(1, Contractor shall request disposition approval and instructions in writing from the Division Contract Management Unit assigned to the Program. Attachment. After itn item reaches the end of its useful life, Contractor must ensure that V disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. SECtian 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 dispositiom instructions for such equipment. All equipment purchased with Department funds shall be secured by the Contractor at the time of Closeout ar 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 can a cast 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 its any equipment pu3~cltased 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 fiends 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 int7.uence an offricer or employee of any federal or state agency, a member of General Provisions (Care 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 contractor the extension, co~itinuation, renewal, amendment, or modification zit any contract (31 USC~~' 1352 anct 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 prc}vided 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 sha11 file the declaration, certification, and disclosure at the tune of application for this Contract; upon execution of this Contract unless Contractor previously filed a declaration, certificatio~~, or di.selosure 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-2l paragraphs 17 and 24. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor :represents w the Department that i.t does not have nor shall it knowingly acquixe 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 1imi.tcd 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 eri~ployees 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 anal a related party that is past of the work that the Department is purchasing under this Contract before ernering 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 intluence 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 a4 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 shalt maintain records and supply any additional infni~natian 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-i 1.0, 2 CFR § 215.42, and. UGMS. General Provisions (Core Subrecipient) 2010 26 Section 13.05 Intellectual Property. Tex. Health & Safety Cocle § 1?.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a} "Intellectual property" means created property that inay be protected. under copyright, patent, or trademarklservice mark law. b) For purposes of this Contract intellectual property prep~rred for DSHS use, or a work specially ordcreci or carmmissioned through a contract for DSHS use is "work made far hire." DSHS owns works made far 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 wank made for hire, Contractar.irrevocably assigns the rights, title and interest thereinto DSHS. DSHS shall have the right to obtain and hold in its name any and all patents, copyright, registrations or other such protections as may be appropriate to the Subject matter, and any extensions and rcnewais thereof. Contractor must give .DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, ail 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 aclcnowledgrnent 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 ordescribing agrant-supported activity. An acknowledgment shall be to the effect that "This publication was made possible by grant number from federal awarding a~enc " or "The project described was supported by grant number from (federal awardin aaenc )" and "Its contents. are solely the responsibility of the authors and do not necessarily represent the official views of the (federal awardin a enc ." 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 governrmental noncamrnercial purposes (l) the copyright, trademark, service mark, an.dlcfr patent on an invention, discovery, or improvement to any .process, .machine, manufacture, or composition of matter; products; technology; scientitic 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. c) if the results of the contract performance are subject to copyright law, the Contractor cannot publish thane results without prior review and approval of DSHS. Contractor shall submit requests far review and approval to the Division Contract Management Unit assigned to the Program Attachment. General Provisions (Core Subrecipient) 2010 27 Section 13.4b 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 require~ne~~t 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 prc7perty to the Departrent or its designee, or otherwise affirm Department's ownership rights and. interest in such property. This provision shall survive the termi~~ation or expiration of this Contract. Section 1.3.07 Severability and Ambiguity. If any prevision 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 constnied as jointly drafted, proposed and. accepted. Section :13.0$ 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 Pai~y 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 Forty in writing or, if sent by certified mail, oii 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 13.14 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 caplble of understanding the terminology and meaning of their terns and couditi.ons and of obtai.n.ing 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 Dither 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 DQeration. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program. or programs funded under this Contract whop the continued operation c>f the program by Contractor puts at risk the health ar safety of clients andlor 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 Custoner Service surveys. General Provisions (Core St~brecipient) 2410 28 Section 3 x.15 An~endn~ent. Pa~•ties agree that the Department nay unilaterally reduce funds pursuant to the terms of this Contract without the written agreen~e~lt 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 irovisions section of this Article. Contractor's request ft~r 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 dt~rin.g 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 ar 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 sha11 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 am.endtnertt or otherwise in compliance with this Article. Section 13.:1b Contractor's Notification of Change to Certain Contract Provisions, The following changes inay be made to this Contract without a written amendment or the Department's prior approval: a} contractor's contact person and contact information; b) contact information for key personnel, as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget line item transfers that exceed l0% among direct cost categories, other than the equipment category, of cast 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 sha1.1 notify in writing the Division Contract Management Unit assigned to the Program Attachment of any change enumerated in this section. The notification znay be by letter, fax or email. Cumulative btEdget line item transfers of ] 0% 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. T.he following amendments to this Contract may be made through a Contractor's Revision Request, rather than through. the amendment process described in the Amendment section of this Article: a) cumulative budget line item transfers among direct cost categories, other than the equipment category, that exceed 10%a of Program, Attachments of ~ l 00.000 or more, provided. that the total budget atn,ount is unchanged; General Provisions (Coro Subrecipient) 2010 23 b) line item transfer to other categories of funds for direct payment to trainees far training allowances; c) change in clinic hours or location; d) change in equipment list st,rbstituting 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 cc~mputcr); 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); t) changes specified in applicable OMB Circular cast principles as requiring prior approval, regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums, rrtembership fees); and g) changes to community sites, llldependent Schaal dr.StrrCtS QC SClio015, in Substance abuse Program Attachments. In ot•der 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 farm must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the Division Contract 1Vlanageroent Unit assigned to the Prograr-n 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 Attrtehrnent to be revised. Circumstances of a requested contract revision array indicate the need for an amendment described. in the Amendrne.nt 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 SUTT 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, ar~d the federal government harmless and to indemnify_them from. any and. all liability, suits, claims, la5SeS, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise froth 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 ar failu.re to complain of any aetian, non-action or default under this Contract shall not constitute a waiver of either Party's rights under this Contract. Section 13.2'1 Electronic and Information Resources Accessibility Standards. As required Ery 1 Tex. Admin. Cade Chapter 213, as a state agency, DSHS must procure products that comply with the State of Texas Accessibility requirements far Electronic and Information Resources specified in 1 Tex. Admin. Code Chapter. 213 when such products are available in the General pravisions {Core Subrecipient} 2010 30 commercial marketplace or when such products az•e developed in response to a pracure-nent solicitation. If performancE under this Contract includes the development, modification oc maintenance of a website or other electronic and. information resources far DSHS or for the public on behalf of DSHS, Contractor shall provicie 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 t11e federal standards established under 5ectic5n 508 of the Rehabilitatic7n Act), or indicate Chat th.e product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (httn:(/www.buXac;cessil7:le.gov ). Contractors not ii.sted 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 ltttp:/lwww.section5OF. ~c~v/. Section :13.22 Force Ntajeure. Neither Party will be liable for any failure ot• delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to arty cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, uattual 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 regttiled 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/ar any of its Program Attachments shall autntnatically continue as an "Interim Contract" beyond the expiration date of the term. of the Contract or Progrant Attachments}, as applicable, under the following circumstances: {1) an or shortly prior to the expiration date of the Contract or Program Attachtn.ent, 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, xenewal, ar other standard contract process for the Contract or Program. Attachment; anal (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 Contractor 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 scavices 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- COIVIPLL4NCE Section 14.0:1 Actions Constituting Breach of Contract. Actions nr in~~ctic~ns that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services andlor goods ,purchased u~~der this Contract; b} failure to comply with any provision of this Contract, including failure to comply with all applicable statutes, rules or regulations; e) 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 Departiment; e) f~~ilure by Contractor fie prnvide a full accounting of funds expended under this Contract; #} discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Docurrient; 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 (El'1,S). Section 14.02 General Remedies and Sanctions. The Department will. monitor Contractor fn3' 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. ITHSC OIG may investigate, audit and impose or recommend i~x~position of sanctions to Department for any breach of this Contract and play monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine sanctions an a case-by-case basis. Contractor is responsible for complying with all of the tennis of this Contract. The listing of or use of one or .more of the re~n.edies or sanctions Iistcd 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 tx~nre 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 (3q) calendar days before the effective date of the te~n~ination in a notice of tern~ination, 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 te~7nination, and, if applicable, alert the Contractor of the opportunity to request a hearing nn the termination pursuant to Tex. Gov. Code Chapter 2I05 regarding adm.i.nistratio.n of Block Giants. The Contractor agrees that it shall not make any claim. for payment or reimbttrserment for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is, depending on die context, either (1) the temporary withdrawal of Contractor's authority to obligate funds pending corrective action by Contractor~or its subcontz•actor{s) or pending a decision to terminate or amend General Provisions (Core Subreeipient) 201q 32 this Contract, ar !2) an action taken by the Departtne~at to immediately exclude a person from- participating in contract trans~~tctions for a period of time, pendin~f com.plction o.f an investigatic}n and such legal or debar3nent proceedingTs as may ensue. Contractor n7ay not bill DSHS for services performed during suspe~~sion, and Contractor's costs resulting from. obligations incru-red by Contractor during a suspension are not allowable unless expressly authorized ~y the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to l) provide goods and services as described in this Ca~itraet or consistent with Contract pcrform.ance expectations, 2) achieve ar 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 incompliance; t) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance, if applicable, ot• 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 Suites 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 (i.} unallowable, undocumented, disputed, inaccurate, improper, c>r 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 Dcpartnrent'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 Centralizes! Master Bidders List (CIVIBL) or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; j) delay executiori of a new contract or contract renewal. with Contractor while other unposed 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. inaprove~nent shown by Contractor. Accelerated. monitoring nrean.s snore frequent or msyre extensive monitoring wi11 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 s>f fuE~dS by Contractor; n) require additional ar more detailed, financial and/or programmatic reports to be submitted lay 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 o#• Contractor from pe~•forming Ender this Contract or l~-~tving direct contact with DSHS-fiinded clients or participants, or require removal of ~uiy officer or governing body member, if the enlployec, officer or member of the governing body has boon indicted o~• convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued pbligat.ions 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) ianpose other remedies or penalties permitted by statute. Section .14.03 Notice of Remedies ox Sanctions. Department will fortnally notify Contractor in writing when a remedy or sanction is imposed (with the exception of accelerated .monitoring, which maybe una~mounced), stating the nature of the remedies and sanctions}, the reasons for imposing them., the corrective actions, if any, that must be taken before the actions will be retmoved 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 repaymment 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 oj~ sanction(s) are based are eithex 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 ender 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, Contracror. 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 recoupmcnt is available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Enzergency 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, c>r 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 noncompl.iaut and the noncompliance has a direct adverse i~npaet nn the public or client health, welfare or safety. The direct adverse impact may be programmatic or financial and -nay include failing to provide services, providing inadequate services, providing unnecessary services, or utilizing resources so that the General Provisions (Core Subrecipient) 2010 34 public or clients do not receive the benefits contemplated by the scope of wort: or performance treasures; or b) Co.nt~actor is expendin~~ 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 nona3mpliance car conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Cantract CIain~. The process far 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 Patties cannot resolve in the ordinary course of business shall be submitted to the negotiatian 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 Sale 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. & Rein. 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 Perfarmanee Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grou~xds for the suspension of performance by Contractor, in whole or in pat't. ARTICLE XVI TERMINATION Section 16.01 Expiration of Contract or Program Attachments}. 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 ail Genera] Provisions {Core Subrecipient) 2010 35 Program Attachments, all or a part of this Contract may he tertninttted with or without cause as set forth below. Section 16.02 Effect of Termination. Termination is the perrna~tent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relincluishtnent by Contractor- of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incu.rrecl 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 Contractor the Program Attachment, as applicable, except for the equitable settlement of the respective accreted 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 Ter3ns At-ticle. Termination does not. however, constitute a waiver of any,remedies for breach of this Contract In addition, Contractor's obli=rations to retain records and maintain confiderttiali~ of information shall survive this Contract. Section 16.03 Acts Not Constituting Termination. Tern-tination does not include the Department's {1.) withdrawal of fiends awarded on the basis of the Contractor's ut~derestin~tate 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 Departmen.t'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 Pt•ogram Attachment that involves residential client services, Contractor must give the Department at least ninety (90) calendar days prior written notice anal 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 abencies, amendments to the Appropriations Act, health and human services consolidations, or any disruption of current appropriated. funding for this Contractor Program Attachment. d) Department may terminate this Contract or a Program Attachment immediately when, in the sole deter~rtinatian 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 Pa~fiy nay terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. Dep;.~rtment may terminate this Contract, in whole or in part, for breach of contractor for cu~y other conduct that jeop~uciizes the Contract objectives, by giving at least thirty {30) calendar days written notice to Contractor. Such conduct m.ay 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 Depattment 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 c>r unwilling to fulfilt any of its requirements under this Contract or exercise adenuate control over expenditures or assets; e} Department determines that Contractor, its agent or another representative offered or gave a gratuity (e.g., entertai~~ment 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 inclades 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 §§ 2;155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one ar 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 c}f $50,0{10 {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 niay 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 tl~e property of Contractor, and such writ or warriuit of attachment or any similar process is not released or bonded within thirty {30) calendar days after its entry; fi) Contractor is adjudicated bankrupt or insolvent; General Provisions (Core Subrecipient) 2010 37 7) Contractor files a case tEnder the Federal Bankruptcy Code or seeks relief ender any provision of any bankruptcy, reorganization, arran.ge~~nent, 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; $) any proper#y czr portion of the property of Contractor is sequestered by cc~~u•t order and the ardor ren~ains in effect for more than thirty (30) calendar days after Contractor obtains knowledge thereo#'; 9) a petition is filed against Contractor udder any state reorganization, arra~~bement, insolvency, readjustment of debt, dissolutiait, receivership or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed wi.thi.n thirty (30) calendar days; 10) Contractor. consents to the appointment of a receiver, trustee, or liquidator of Contractor or of ail or any part of its proper#y; h) Contractor's management systean 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 revciked, is surrendered, expires, is not renewed, is inactivated or is suspended. Section 16.Ob 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 shad attempt to resolve any issues related to the anticipated termination in goad faith during the notice period. ARTICLE XVII VOID, SUSPENDED, AND TERNIINATED CONTRACTS Section :L7A1 Void Contracts. Depai#ment 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 o€ current contracts, if any, or new contracts or renewals until the Department has cletennined that Contractor has satisfactorily resolved the issues undezlying the suspension or termination. Additionally, if this Contract is fou~~d to be void, any amount paid, is subject to repayment. Section 1'7.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2 L05.302, after receiving notice from the Department of termi~iation of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing ender Tex, Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION General Provisions (Core Subrecipient) 2010 38 SLCtion 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or 1'rogra-n 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 expiratio~i, ati 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 ar Progrttnt Attachment termination ar non-renewal, the Contractor agrees to i~rtn~ediately 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 Attachrxrent, Contractor shall immediately initiate Closeout activities described in this Article. Section 1$.02 Administrative Offset. The Department shall have the right to ac~lministratively offset amounts awed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial., performance, and other Closeout reports rewired under this Contract within sixty (60} calendar days after the Contract or Program Attacl~tnent 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 (C~0} calendar days after the Contractor 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 e~ititled 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 nr 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, ar other transactions. _ Section 18.Ob Contract Reconciliation. If Contractor is required to anmtally 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 foams and reports may include the following: Cash Match Participation Fortn, In-kind Match Participation )~orm, Program income Report, Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and Reconciliation Refund Remittance Fonn. Any additional forms or reports 'required by Department will be pasted on the DSHS website prior to the reconciliation period. Unless otherwise directed by Department, all farms and reports must be submitted. in hard copies, with original signatures if required, to DSHS by the dLte date. General Provisions (Core Subrecipient) 2010 39