HomeMy WebLinkAboutC2011-397 - 9/13/2011 - ApprovedDEPARTMENT OF STATE HEALTH SERVICES
Will
This contract, number 2012 - 038691 (Contract), is entered into by and between the Department
of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY
OF CORPUS CHRISTI (Contractor), a Government Enti (collectively, the Parties).
1. Purpose of the Contract. DSHS gees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $ 22,500.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2011 and ends on 08/31/2012. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2012 - 038691 -001 SEAFOOD & AQUATIC LIFE
c. General Provisions (Vendor)
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
7. Conflict - Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
2011 -397
09/13/11
Res 029206
DSHS INDEXED
General Provisions, then the Solicitation Document, if any, and then Coritr actor's.respons e .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 A ereemenL The Parties acknowledge that this Contract. is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read: the Contract and agree to its
terms, aDd that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES
By: �� . �' nt 6 �c_
Signature of Authorized Official
q1
Date
Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458 -7470
Bob .Barnette @ dshs . s tate.tx. us
CITY OF CORPUS CHRISTI
Telephone Number
E -mail Address for Official Correspondence
98 -t
CONTRACT NO. 2012 - 038691
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000375729
CONTRACTOR: CITY OF CORPUS CHRISTI
DSHS PROGRAM: SEAFOOD & AQUATIC LIFE
TERM: 09/01/2011 THRU: 08/31/2012
SECTION I. STATEMENT OF WORK:
Contractor shall provide laboratory services for the analysis of bay water samples collected by the
Department of State Health Services (DSHS). Tests shall be performed in a laboratory certified to
meet United States (U.S.) Food and Drug Administration requirements for shellfish waters testing.
SECTION II. PERFORMANCE MEASURES:
Contractor shall:
• Provide testing capacity for a minimum of forty (40) laboratory analysis tests of bay water
samples per day for DSHS field offices. The number of laboratory analysis tests of bay water
samples required per year is approximately 800 -1500. Peak laboratory needs are from
October 15 through May 15;
• Analyze bay water samples for fecal coliform using the Association of Analytical Chemists
(AOAC) modified A -1 method for Most Probable Number (MPN) using multiple -tube
fermentation;
• Be available for providing analyses a minimum of six (6) days a week; 8:00 am to 5:00 pm;
• Make results available to DSHS by phone and fax within two (2) hours of completion of
laboratory analyses and mail legible, reproducible, laboratory result forms to DSHS at the
following address:
Department of State Health Services
Attn: Seafood and Aquatic Life Group
PO Box 149347 MC: 1987
Austin, Texas 78714 -9347
• Be accessible by land and air travel, and be in a location where delivery services are available
which can guarantee overnight delivery;
• Be certified by the U.S. Food and Drug Administration or its certifying agency, the Texas
Department of State Health Services, for analysis of shellfish waters;
PROGRAM ATTACHMENT — Page 1
• Meet laboratory proficiency standards as set forth in .Laboratory Procedures for the
Examination of Seawater and Shellfish, fifth edition, 1985, or the latest edition accepted by
the U.S. Food and Drug Administration, for analysis of shellfish by laboratories that have
been cleaned and autoclaved; and
• Return bay water sample bottles to the originating DSHS field office in containers supplied
by DSHS, return freight collect, to DSHS. -
SECTION III. SOLICITATION DOCUMENT: Exempt - Governmental Entity.
SECTION IV. RENEWALS: DSHS may renew the Program Attachment for up to two (2)
additional one (1) year terms at DSHS's sole discretion.
SECTION V. PAYMENT METHOD: Fee for Service
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall submit a State of Texas Purchase Voucher (Form B -13) monthly, for services
performed each month, to:
Department of State Health Services
Claims Processing Unit MC: 1940
PO Box 149347
Austin, Texas 78714 -9347
Contractor may submit the State of Texas Purchase Voucher (Form B -13) via facsimile at (512) 458-
7442 or e -mail at mailto :invoices @dshs.state.tx.us
Form B -13 shall include the total number of laboratory tests performed for which results are
reported. Compensation for tests shall be based on the bidder's test fee schedule for the test.
Payment under this contract Attachment is subject to availability of funds. If funds become
unavailable, DSHS shall immediately notify Contractor in writing. Contractor will be relieved of
further performance under this contract Attachment if and as of the time it is notified in writing that
funds are or will be unavailable.
SECTION VII. BUDGET:
DSHS will pay Contractor an amount of $25.00 for each completed and satisfactorily performed
fecal coliform test.
Total payments will not exceed $22,500.00
SOURCE OF FUNDS: State
SECTION VIII. SPECIAL PROVISIONS: N/A
PROGRAM ATTACHMENT — Page 2
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
ARTICLE I COMPLIANCE AND REPORTING .................................................................. ..............................4
SECTION 1.01 COMPLIANCE WITH STATUTES AND RULES . ................................................... ..............................4
SFCTION 1.02 - COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT . ........... .:..:.:......:................
SECTION1.03 REPORTING ....................................................................................................... ..............................4
SECTION 1.04 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES . .......................... ..............................4
SECTION 1.05 STATUTES AND STANDARDS OF GENERAL APPLICABILITY. ...... ..................... ..............................4
SECTION 1.06 APPLICAmmy OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCAL CONTRACTS. 6
SECTION 1.07 CIVIL RIGHTS POLICY AND COMPLAINTS ...................................................... ............................... 7
SECTION 1.08 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROVALS . ............................... 7
ARTICLEH SERVICES ............................................................................................................. ..............................7
SECTION 2.01 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES .................................. ..............................7
SECTION 2.02 DISASTER SERVICES.. ........................................................................................ ..............................7
SECTION 2.03 CONSENT TO MEDICAL CARE OF A MINOR .................................................... ............................... 8
SECTION 2.04 TELENEDICINE MEDICAL SERVICES. ............................................................. ............................... 8
SECTION 2.05 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY . .............. 8
ARTICLEIII FUNDING .............................................................................................................. ..............................9
SECTION 3.01 DEBT TO STATE AND CORPORATE STATUS . .................................................... ..............................9
SECTION 3.02 APPLICATION OF PAYMENT DUE . .................................................................... ..............................9
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ....................»......................... ..............................9
SECTION4.01 PAYMENT METHODS . ...................................................................................... ............................... 9
SECTION 4.02 BILLING SUBMISSION .. ............................................................... :.................... ............................... 9
SECTION 4.03 THIRD PARTY PAYoRs . ................................................................................... ............................... 9
ARTICLE V TERMS AND CONDITIONS OF PAYMENT ................................................... ..............................9
SECTION5.01 PROMPT PAYMENT ............................................................................................ ..............................9
SECTION 5.02 WITHHOLDING PAYMENTS ............................................................................... .............................10
ARTICLE VI CONFIDENTIALITY .......................................................................................... .............................10
SECTION 6.01 MAINTENANCE OF CONFIDENTIALITY . .......................................................... .............................10
SECTION 6.02 DEPARTMENT ACCESS To PHI AND OTHER CONFIDENTIAL INFORMATION . ............................10
SECTION 6.03 EXCHANGE OF CLIENT - IDENTIFYING INFORMATION .................................. ............................... 10
SECTION 6.04 SECURITY OF PATIENT OR CLIENT RECORDS . ............................................. ............................... 10
SECTION 6.05 HIV /AIDS MODEL WORKPLACE GUIDELINES ............................................. ............................... 10
ARTICLE VII RECORDS RETENTION ............................................................................... .............................11
SECTION7.01 RETENTION .................................................................................................... ............................... l 1
ARTICLE VIII ACCESS AND INSPECTION ........................................................................ .............................11
SECTION8.01 ACCESS. . ........................................................................................................ ............................... 1l
SEcnoN 8.02 STATE AUDITOR'S OFFICE . ............................................................................. .............................11
SECTION 8.03 RESPONDING TO DEFICIENCIES . ..................................................................... .............................11
ARTICLE IX NOTICE REQUIREMENTS .............................................................................. .............................12
SECTION 9.01 CHILD ABUSE REPORTING REQUIREMENT .................................................... ............................... 12
SECTION 9.02 SIGNIFICANT INCIDENTS ................................................................................. ............................... 12
SECTION9.03 LITIGATION. ...................................................................................................... .............................12
SECTION 9.04 ACTION AGAINST THE CONTRACTOR ............................................................ .............................12
SECTION9.05 INSOLVENCY. ................................................................................................... .............................12
SECTION 9.06 PERFORMANCE MALFEASANCE ...................................................................... .............................13
General Provisions (Core Vendor 2012) Page: GP 1
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
SECTION 9.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION . ....................................... .............................13
SECTION 9.08 RETALIATION PRoHIBrrED ............................................................................. .............................13
SECTION9.09 DocumENTATION . .......................................................................................... .............................13
ARTICLE X ASSURANCES AND CERTIFICATIONS ........................................................ .............................13
SECTION CERTIFICATION. ... ........................................................................................... .............................13
SECTION 10.02 CHILD SUPPORT DELINQUENCIES . ................................................................. .............................14
SECTION10.03 AUTnowATION ............................................................................................................................ 14
SECTION 10.04 GIFTS AND BENEFITS PROHmffED ................................................................. .............................14
SECTION 10.05 INELIGIBILITY TO RECEIVE THE CONTRACT .. ........ :...................................................................
SECTION ANTITRUST. ..................................................................................................... ...........................
ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR ........................ .............................15
SECTION11.01
PROGRAM SITE. .............................................................................................. .............................15
SECTION
SECTION 11.02
HISTORICALLY UNDERUTIIdZED BUSINESSES (HUBS). .. .............................. .............................15
SECTION 12.03
SECTION
BUY TExAs . ..................................................................................................... .............................15
SECTION 12.04
SECTION 11.04
STATUS OF SUBCONTRACTORS. .. .................................................................... .............................15
SECTION 12.05
SECTION 11.05
INDEPENDENT CONTRACTOR .......................................................................... .............................16
SECTION 12.06
SECTION 11.06
AUTHORITY TO BIND ....................................................................................... .............................16
SECTION 12.07
SECTION11.07
TAX LIABILTTY ................................................................................................ .............................16
SECTION
SECTION 11.08
NOTICE OF ORGANIZATIONAL CHANGE ........................................................ .............................16
SECTION 12.099
SECTION
NO ENDORSEMENT.. ......................................................................................... .............................16
SECTION
ARTICLE X11 GENERAL TERMS ........................................................................................ .............................16
SECTION12.01
ASSIGNMENT ................................................................................................. ............................... 16
SECTION
LOBBYING.. ...................................................................................................... .............................16
SECTION 12.03
CONFLICT OF INTEREST . ................................................................................. .............................17
SECTION 12.04
TRANSACTIONS BETWEEN RELATED PARTIES . ............................................. .............................17
SECTION 12.05
INTELLECTUAL PROPERTY . ............................................................................ .............................17
SECTION 12.06
OTHER INTANGIBLE PROPERTY ..................................................................... .............................18
SECTION 12.07
SEVERABILrrY AND AMBIGUrrY .................................................................... ...............................
18
SECTION
LEGAL NOTICE ................................................................................................ .............................18
SECTION 12.099
SUCCESSORS. ................................................................................................. ...............................
18
SECTION
HEADINGS... ............................................................................................. ...............................
.. 19
SECTION
PARTIES. .... ...................................................................................................... .............................19
SECTION 12.12
SURVIVABILITY OF TERMS. . .............
SECTION 12.13
CUSTOMER SERVICE INFORMATION ................................................................ .............................19
SECTION
AMENDMENT. ..."" ......................................................................................... ...............................
19
SECTION 12.15
CONTRACTOR'S NOTIFICATION OF CHANGE TO CERTAIN CONTRACT PROVISIONS .................
19
SECTION 12.16
CONTRACTOR'S REQUEST FOR REVISION OF CERTAIN CONTRACT PROVISIONS .....................
19
SECTION 12.17
IMMUNrIY NOT WAIVED .............................................................................. ...............................
20
SECTION 12.18
HOLD HARMLESS AND INDEMNIFICATION ..................................................... ...............................
20
SECTION
WAIVER. .......................................................................................................... .............................20
SECTION 12.20
ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS.....
20
SECTION
FORCE MAJEURE .......................................................................................... ............................... 21
SECTION 12.22
INTERIM CONTRACTS. .... ................................................................................ .............................21
SECTION 12.23
COOPERATION AND COMMUNICATION . ......................................................... .............................22
ARTICLE XIII
BREACH OF CONTRACT AND REMEDIES FOR NON - COMPLIANCE .........................22
SECTION 13.01
ACTIONS CONSTITUTING BREACH OF CONTRACT ......................................... .............................22
SECTION 13.02
GENERAL REMEDIEs AND SANCTIONS ............................................................. .............................22
SECTION 13.03
NOTICE OF REMEDIES OR SANCTIONS ............................................................. .............................23
SECTION 13.04
EMERGENCY ACTION ...................................................................................... .............................24
General Provisions (Core Vendor 2012) Page. GP 2
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT ................................................. .............................24
SECTION 14.01 BREACH OF CONTRACT CLAIM . ..................................................................... .............................24
SEcr[oN 14.02 NOTICE. .......................................................................................................... .............................24
SECTION14.03 SOLE REMEDY . ................................................................................................ ................... ...:. :.....24
SECTION 14.04 CoNDmoN PRECEDENT To SUIT . ................................................................ ............................... 24
SEcnoN 14.05 PERFORMANCE NOT SUSPENDED. ... ............................................................... .............................24
ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION ............................... .............................25
SECTION 15.01 EXPIRATION OF CONTRACT OR PROGRAM ATTACHME:NT(S). ..........„..„ ...... .............................25
SECTION 15.02 EFFECT OF TERMINATION . ............................................................................. .............................25
SECTION 15.03 ACTS NOT CONSTITUTING TERMINATION . .................................................... .............................25
SECTION 15.04 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE ................................................. 25
SECTION 15.05 TERMINATION FOR CAUSE. .................... ..... Z5
............................ ...............................
SECTION 15.06 NOTICE OF TERMINATION . ............................................................................. .............................27
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED CONTRACTS ...................... .............................27
SECTION16.01 VOID CONTRACTS . ........................................................................................ ............................... 27
SECTION 16.02 EFFECT OF VOID, SUSPENDED, OR INVOLUNTARILY TERMINATED CONTRACT ........................ 27
SECTION APPEALS RIGITTS. .......................................................................................... ............................... 27
ARTICLE CLOSEOUT ..................................................................................................... .............................27
SECTION 17.01 CESSATION OF SERVICES AT CLOSEOUT ....................................................... .............................27
SECTION 17.02 ADMINISTRATIVE OFFSET . ............................................................................. .............................27
SECTION 17.03 DEADLINE FOR CLOSEOUT ............................................................................. ............................... 27
SECTION 17.04 PAYMENT OF REFUNDS . .................................................................................. .............................28
SECTION 17.05 DISALLOWANCES AND ADJUSTMENTS . .................... ............28
General Provisions (Core Vendor 2012)
Page: GP 3
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
ARTICLE I COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its
subcontractor(s) to comply, with the requirements of the Department's rules of general applicability and other
applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and
executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas
Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard or additional
requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this
Contract will control. Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the
teens of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of
the effective date of this Contract or during the term of this Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these
General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility
conditions, assurances, certifications and program requirements of the Solicitation Document, if any, (including any
revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the
duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon
Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in
Contractor's response to the Solicitation Document constitutes a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements
established by the Department, and shall provide any other information requested by the Department in the format
required by DSHS. Failure to submit any required report or additional requested information by the due date
specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed
payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely
affect evaluation of Contractor's future contracting opportunities with the Department.
Section 1.04 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract
formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract
will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute
between the Parties, venue for any suit will be Travis County, Texas.
Section 1.05 Statutes and Standards of General Applicability. Contractor is responsible for reviewing
and complying with all applicable statutes, rules, regulations, executive . orders and policies. To the extent applicable
to Contractor, Contractor shall comply with the following:
a) The following statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that
collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or
activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin, limited
English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political
belief or religion: 1) Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2) Title IX of the
Education Amendments of 1972, 20 USC §§ 1681 -1683, and 1685 -1686; 3) Section 504 of the Rehabilitation
Act of 1973, 29 USC § 794(a); 4) the Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5)
Age Discrimination Act of 1975, 42 USC §§ 6101 -6107; 6) Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and
91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9) Tex. Labor Code Chapter
21; 10) Food Stamp Act of 1977 (7 USC §§ 200 et seq.); 11) Executive Order 13279, 45 CFR Part 87 or 7
CFR Part 16 regarding equal treatment and opportunity for religious organizations; (12) Drug Abuse Office
and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; (13) Public Health Service Act of
General Provisions (Core Vendor 2012) Page: GP 4
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
1912, §§ 523 and 527, 42 USC § 290dd -2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug
abuse patient records; (14) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to
nondiscrimination in housing; and (15) DSHS Policy AA -5018, Non - discrimination Policy for DSHS
Programs;
b) Immigration Reform and Control Act of 1486, 8 USC § 1324a, regarding employment verification;
c) Pro - Children Act of 1994, 20 USC §§ 6081 -6084, and the Pro- Children Act of 2001, 20.USC § 7183,
regarding the non -use of all tobacco products;
d) National Research Service Award Act of 1971, 42 USC §§ 289a -1 et seq., and 6601 (P.L. 93 -348 and P.L.
103 -43), regarding human subjects involved in research;
e) Hatch Political Activity Act, 5 USC §§ 1501 -1508 and 7324 -28, which limits the political activity of
employees whose employment is funded with federal funds;
f) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970,42
USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours;
g) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with disabilities;
h) Texas Workers' Compensation Act, Tex_ Labor Code Chapters 401 -406, and 28 Tex. Admin. Code pt. 2,
regarding compensation for employees' injuries;
i) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and
certification of clinical laboratories;
j) The Occupational. Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR §
1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood bome
pathogens;
k) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory
animals;
1) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures
under the National Environmental Policy Act of 1969, 42 USC §§ 4321 -4347 and Executive Order 11514 (35
Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating
facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air
Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards
in floodplains in accordance with Executive Order 11988, 42 Fed_ Reg. 26951 and, if applicable, flood
insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93 -234);
5) Assurance of project consistency with the approved State Management program developed under the
Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6) Federal Water Pollution Control Act, 33
USC §§ 1251 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water
Act of 1974, 42 USC §§ 300f -300j; 8) Protection of endangered species under the Endangered Species Act of
1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under
the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10) Wild and Scenic Rivers Act of 1968,16 USC §§ 1271
et seq., related to protecting certain rivers system; and 11) Lead -Based Paint Poisoning Prevention Act, 42
USC §§ 4801 et seq., prohibiting the use of lead -based paint in residential construction or rehabilitation;
m) Intergovernmental Personnel Act of 1970, 42 USC §§ 4278 -4763, regarding personnel merit systems for
programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit
System of Personnel Administration, 5 CFR Part 900, Subpart F;
n) Titles H and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
General Provisions (Core Vendor 2012) Page: GP 5
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
(P_L. 91 -646), relating to fair treatment of persons displaced or whose property is acquired as a result of
Federal or federally- assisted programs;
_o) Davis -Bacon Act, 40 USC §§ 276a to 276a -7; the Copeland Act, 40 USC §§ 276c and 18 USC § 874; and
the Contract Work Hours and Safety Standards Act, 40 USC §§ 327 -333, regarding labor standards for
federally- assisted construction subagreements;
p) National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the
Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a -1 et seq.) regarding historic property
to the extent necessary to assist DSHS in complying with the Acts;
q) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104);
r) Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if
required by a federal funding source of this Contract; and
s) requirements of any other applicable state and federal statutes, executive orders, regulations, rules and
policies.
If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in
the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a
copy of any applicable Notice of Grant Award from the contract manager assigned to the Program. Attachment.
Section 1.06 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain
sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or
units of local government; and certain additional provisions will apply to such Contractors.
a) The following sections or portions of sections of these General Provisions will not apply to interagency
or interlocal contracts:
1) Hold Harmless and Indemnification, Section 12.18;
2) Independent Contractor, Section 11.07 (delete the third sentence in its entirety; delete the word
"employees" from the fourth sentence; the remainder of the section applies);
3) Historically Underutilized Businesses (HUB s), Section 11.02 (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity);
4) Debt to State and Corporate Status, Section 3.01;
5) Application of Payment Due, Section 3.02; and
6) Article XIV, Claims against the Department (This Article is inapplicable to interagency contracts
only).
b) The following additional provisions will apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected agencies of State
government; (2) the proposed arrangements serve the interest of efficient and economical
administration of the State government; and (3) the services, supplies or materials contracted for are not
required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under
contract given to the lowest responsible bidder;
3) DSHS certifies that it has the authority to enter into this Contract granted in Health and Safety
Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and
perform this Contract; and
4) DSHS will reimburse Contractor for the actual costs, or the nearest practicable estimates of the
costs, of providing the goods and/or services under the Contract. Contractor certifies that any such
estimates were based on Contractor's detailed cost analysis developed prior to the execution of the
Contract, of the costs of providing the goods and/or services to DSHS. If estimates are used, the Parties
General Provisions (Core Vendor 2012) Page: GP 6
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
agree that those estimates are to be used as not -to- exceed amounts of the Contract deliverables;
however, the Parties agree that Contractor will receive reimbursement of its actual costs only, up to the
not -to- exceed amount.
c) The following additional provisions will apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791;
2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for Revision to
Certain Contract Provisions section), when signed by a duly authorized representative of Contractor, will be
effective as of the effective date specified by the Department, whether that date is prior to or after the date
of any ratification by Contractor's governing body.
Section 1.07 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and
Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and
procedures. Contractor shall 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. 51 Street, Mail Code W206
Austin, Texas 78751
Toll -free phone (888) 388 -6332
Phone (512) 438 -4313
TTY Toll -free (877) 432 -7232
Fax (512) 438 -5885.
Section 1.08 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and
maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to
perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non - renewal,
inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for
termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its
employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations
and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a
current, active required license, certification, permit, registration or approval from performing services under this
Contract.
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all
persons, who are housed in Department - licensed and/or - funded residential facilities and who are twenty -two (22)
years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor
shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code § 29.012
not later than the third calendar day after the date a person who is twenty -two (22) years of age or younger is placed in
Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural,
man -made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a
federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in
General Provisions (Core Vendor 2012) Page: GP 7
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
providing services, as appropriate, in the following areas: community evacuation; health and medical
assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and
medical equipment and supplies; patient evacuation; in- hospital care and hospital facility status; food, drug,
and medical device safety; worker health and safety; mental health and substance abuse; public health
information; vector control and veterinary services; and victim identification and mortuary services.
Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, be
cost - effective, and be least intrusive on Contractor's primary services.
Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or
surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor
shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code
Chapter 32, relating to consent to treatment of a child by a non - parent or the child or pursuant to other state law. If
requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32, federal law
supersedes state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses
telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a
protocol approved by Contractor's medical director and using equipment that complies with the equipment standards
as required by the Department. Procedures for providing - telemedicine service must include the following
requirements:
a) clinical oversight by Contractor's medical director or designated physician responsible for medical
leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote
site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their licenses;
f) demonstrated competency in the operations of the system by all staff members who are involved in the
operation of the system and provision of the services prior to initiating the protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures timely access to
accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic
means under Rule § 448.911.
Section 2.05 Services and Information for Persons with Limited English Proficiency. Contractor shall take
reasonable steps to provide services and information both orally and in writing, in appropriate languages other than
English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful
access to programs, benefits, and activities. Contractor shall identify and document on the client records the primary
language /dialect of a client who has limited English proficiency and the need for translation or interpretation services
and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make
every effort to avoid use of any persons under the age of eighteen (18) or any family member or friend of the client as
an interpreter for essential communications with a client with limited English proficiency unless the client has
requested that person and using the person would not compromise the effectiveness of services or violate the client's
confidentiality and the client is advised that a free interpreter is available.
General Provisions (Core Vendor 2012) Page: GP 8
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(CorefVendor)
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the Department
will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State
for any reason, including a tax delinquency. Contractor, if a corporation, certifies by execution of this Contract that it
is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from
payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further
certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding
franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent
during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's
delinquent franchise tax is paid in full.
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will
be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed
to the State of Texas.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program
Attachment(s), the payment method for each Program Attachment will be unit rate /fee for service. This payment
method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service, as stated
in the Program Attachment(s), and acceptable submission of all required documentation, reports, forms and/or
deliverable(s).
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program
Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)
or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for payment
monthly within thirty (30) calendar days following the end of the month covered by the bill. Contractor shall maintain
all documentation that substantiates billing submissions and make the documentation available to DSHS upon request.
Section 4.03 Third Party Payors. A third party payor is any person or entity who has the legal responsibility
for paying for all or part of the services provided, including commercial health or liability insurance carriers,
Medicaid, or other federal, state, local, and private funding sources. Except as provided in this Contract, Contractor
shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party
payors. Contractor shall: (a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that may be covered by those programs, and bill those programs for
the covered services; (b) provide assistance to individuals to enroll in such programs when the screening process
indicates possible eligibility for such programs; (c) allow clients that are otherwise eligible for Department services,
but cannot pay a deductible required by a third party payor, to receive services up to.the amount of the deductible and
to bill the Department for the deductible; (d) not bill the Department for any services eligible for third parry
reimbursement until all appeals to third party payors have been exhausted, in which case the 30 -day requirement in
the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate
documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors
for services provided under this Contract before submitting any request for reimbursement to Department; and (g)
provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract,
General Provisions (Core Vendor 2012) Page: GP 9
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Department will pay Contractor. Payments are contingent upon a signed Contract and will not exceed the total
amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or
product has been authorized by the Department and performed or provided pursuant to this Contract. If those
conditions are met, Department will make payment in accordance with the Texas prompt payment law (Tex. Gov.
Code, Chapter 2251). Contractor shall comply with Tex. Gov. Code, Chapter 2251 regarding its prompt payment
obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of
Contractor's performance, and all invoices and Contractor's performance are subject to audit by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to
offset overpayments that Contractor has not refunded to Department. Department may take repayment (recoup) from
funds available under this Contract, in amounts necessary to fulfill Contractor's repayment obligations.
ARTICLE VI CONFIDENTIALITY
Section 6.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of
information and records received during or related to the performance of this Contract, including patient and client
records that contain protected health information (PHI), and any other information that discloses confidential personal
information or identifies any client served by DSHS, in accordance with applicable federal and state law, rules and
regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance
Portability and Accountability Act [HIPAA]); Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181,
241, 245, 251, 534, 576, 577, 596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable rules
and regulations.
Section 6.02 Department Access to PHI and Other Confidential information. Contractor shall cooperate
with Department to allow Department to request, collect and receive PHI and other confidential information under
this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration
of the grant program, and for purposes permitted under applicable state and federal confidentiality and privacy laws.
Section 6.03 Exchange of Client - identifying Information. Except as prohibited by other law, Contractor
and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B),
Health and Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law or rules. Contractor
shall disclose information described in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to
an agency described in Health and Safety Code § 614.017(c) upon request of that agency, unless Contractor
documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law.
Section 6.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records
are managed in compliance with state and federal law relating to security and retention of medical or mental health
and substance abuse patient and client records. Department may require Contractor to transfer original or copies of
patient and client records to Department, without the consent or authorization of the patient or client, upon
termination of this Contract or a Program Attachment to this Contract, as applicable, or if the care and treatment of the
individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a
patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or
client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this
Contract, as applicable or if care or treatment is transferred to another DSHS - funded contractor.
Section 6.05 HIWAIDS Model Workplace Guidelines. If providing direct client care, services, or programs,
Contractor shall implement Department's policies based on the HIV /AIDS (human immunodeficiency virus /acquired
immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors,
Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions,
General Provisions (Core Vendor 2012) Page: GP 10
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core(Vendor)
including AIDS, in accordance with the Tex. Health & Safety Code §§ 85.112 -114. A link to the Model Workplace
Guidelines can be found at -http://www.dshs.state.tx.us/hivs td/ olicy//policies_shtm
ARTICLE VII RECORDS RETENTION
Section 7.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,
rules and regulations. At a minimum, Contractor shall retain and preserve all records, including financial records that
are generated or collected by Contractor under the provisions of this Contract, for a period of four (4) years after the
termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four
(4) years, will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or
an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for
Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical
records in accordance with Tex. Admin. Code Title 22, Part 9, §165.1(b) or other applicable statutes, rules and
regulations governing medical information. Contractor shall include this provision concerning records retention in any
subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract
are securely stored and are accessible by the Department upon Department's request for at least four (4) years from the
date Contractor ceases business or from the date this Contract terminates, whichever is sooner. Contractor shall
provide, and update as necessary, the name and address of the party responsible for storage of records to the contract
manager assigned to the Program Attachment,
ARTICLE VIII ACCESS AND INSPECTION
Section 8.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of
Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly
authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller
General of the United States, the Office of the Inspector General at HHSC (OIG), and the State Auditor's Office
(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are
performed, and all records (including financial records, and client and patient records, if any), books, papers or
documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of
investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and
HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the
billings. Payments will not foreclose the right of the Department and HHSC to recover excessive or illegal payments.
Contractor shall make available to the Department information collected, assembled or maintained by Contractor
relative to this Contract for the Department to respond to requests that it receives under the Public Information Act.
Contractor shall include this provision concerning the right of access to, and examination of, sites and information
related to this Contract in any subcontract it awards.
Section 8.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers,
documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal
business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds
under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or
investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the
conduct of the audit or investigation, including providing all records requested, and providing access to any
information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to
Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning
the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards.
Section 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination
of Contractor's records or during an inspection of Contractor's site will be conveyed in writing to Contractor.
General Provisions (Core Vendor 2012) Page: GP 11
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection,
program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective
action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate
resolution of the findings inay result in contract remedies or sanctions under the Breach of Contract and Remedies for
Non- Compliance Article of these General Provisions.
ARTICLE IX NOTICE REQUIREMENTS
Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health and substance
abuse contractors and contractors for the following public health programs. Human Immunodeficiency
Virus /Sexually Transmitted Diseases (HIV /STD); Family Planning (Titles V, X and XX); Primary Health Care;
Maternal and Child Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor shall make a
good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261
relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a
written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting
Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child
Abuse Reporting Form located at www.dshs. state .tx.us /childabusereporting as required by the Department.
Contractor shall retain reporting documentation on site and make it available for inspection by DSHS.
Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report
to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of
Contractor's program operation, or affecting or potentially affecting the health, safety or welfare of Department -
funded clients or participants within seventy -two (72) hours of discovery.
Section 9.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of
litigation related to or affecting this Contract and to which Contractor is a party within seven (7) calendar days of
becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any
court or governmental body, including environmental and civil rights matters, professional liability, and employee
litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including
amount of damages, if any.
Section 9.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the
Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal
department or agency or nonprofit entity within three (3) working days of the suspension or termination. Such
notification must 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 Contractor, as
an organization, has surrendered its license or has had its license suspended or revoked by any local, state or federal
department or agency or non -profit entity, it shall disclose this information within three (3) working days of the
surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one -
page description that includes the reason(s) for such action; the name and contact information of the local, state or
federal department or agency or entity; the date of the license action; and a license or case reference number.
Section 9.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program
Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service
(IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of determination that
Contractor is insolvent or incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC.
Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek
bankruptcy protection within three (3) working days of such action by Contractor or Contractor's governing body.
General Provisions (Core Vendor 2012) page. GP 12
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(CorelVendor)
Section 9.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the
Program Attachment, any knowledge of debarment, suspected fraud, or unlawful activity related to performance
under this Contract. Contractor shall make such report no later than three (3) worldng days from the date that
Contractor has knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally
funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a
principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the
False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest,
bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the HHS Office of
Inspector General at no later than three (3) working days from the date that
Contractor has knowledge or reason to believe such activity has taken place.
Section 9.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an
ownership or controlling interest in the organization or who is an agent or managing employee of the organization has
been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted
of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall
notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor, or a
person with ownership or controlling interest in the organization or who is an agent or managing employee of the
organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has
engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if
such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority, or
has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a
criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime.
Contractor shall make the reports required by this section no later than three (3) working days from the date that
Contractor has knowledge or reason to believe such activity has taken place. Contractor shall -not permit any person
who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct
client services or have direct contact with clients, unless otherwise directed by DSHS.
Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation
of, or cooperates with an investigation regarding, any applicable Iaw, rule, regulation or standard to the Department,
another state agency, or any federal, state or local law enforcement official.
Section 9.09 Documentation. Contractor shall maintain appropriate documentation of all notices required
under these General Provisions.
ARTICLE X ASSURANCES AND CERTIFICATIONS
Section 10.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance
programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any federal or state department
or agency in accordance with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or comparable federal
regulations);
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
General Provisions (Core Vendor 2012) Page: GP 13
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(CoreNendor)
relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an agent or
managing employee of Contractor has been convicted of a criminal offense related to involvement in any
program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three (3) -year period preceding this Contract, has been
convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local)
transaction or contract under a private or public transaction, violation of federal or state antitrust statutes
(including those proscribing price - fixing between competitors, allocation of customers between competitors
and bid - rigging), or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements or false claims, tax evasion, obstruction of justice, receiving stolen
property or any other offense indicating a lack of business integrity or business honesty that seriously and
directly affects the present responsibility of Contactor or its principals;
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a
governmental entity (federal, state or local) with the commission of any of the offenses enumerated in
subsection g) of this section; and
i) neither it, nor its principals within a three (3) -year period preceding this Contract has had one or more
public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article, without modification (except as required to make applicable
to the subcontractor), in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to
any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the
Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term
of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment.
Section 10.02 Child Support Delinquencies. As required by Tex. Fain. Code § 231.006, a child support
obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in which
the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty -five
percent (25 %) is not eligible to receive payments from state funds under a contract to provide property, materials, or
services or receive a state - funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive
payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and
acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate.
Section 10.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services
described in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official
act of 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 Contractor to act in connection with this Contract and to provide such additional
information as may be required.
Section 10.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor
intends to give at anytime hereafter, any economic opportunity, present or future employment, gift, loan, gratuity,
special discount, trip, favor, service, or anything of monetary value to a DSHS or HHSC official or employee in
connection with this Contract.
Section 10.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004 and federal
law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements,
General Provisions (Core Vendor 2012) Page: GP 14
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
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 Contractor has received compensation from DSHS for
participation in the developing, drafting or preparation of specifications, requirements or statements of work for this
Contract or in the Solicitation Docu:txient on which this Contract is based; (b) Pursuant to Tex. Gov. Code § § 2155.006
and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial
participation in this Contract has been convicted of violating federal law, or been assessed a federal civil or
administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or
reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,
2005; (c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive
the specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that this
Contract may be terminated and payment withheld if these certifications are inaccurate.
Section 10.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Tex. Bus. & Comm. Code § 15.01, et seq.
Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the antitrust laws of this
state or federal antitrust laws, nor communicated directly or indirectly regarding a bid made to any competitor or any
other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such
line of business.
ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 11.01 Program Site. Contractor shall provide services only in locations that are in compliance with all
applicable local, state and federal zoning, building, health, fire, and safety standards.
Section 11.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a
HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged
to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161
and 34 Tex. Admin. Code § 20.14 et seq. Contractors may obtain a list of HUBs at
htt]2.//Nvww.window.state.tx.us/procurement/prog/hub, If Contractor has filed a HUB subcontracting plan, the plan is
incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain
prior approval of the revised plan from the Department's HUB Coordinator before proposed changes will be effective
under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of
this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15 day of each
month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin Code §
20.16(c).
Section 11.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the
products and materials are available at a price and time comparable to products and materials produced outside of
Texas as required by Tex. Gov. Code § 2155.4441.
Section 11.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they are in
good standing with all state and federal funding and regulatory agencies; are not currently debarred, suspended, or
otherwise excluded from participation in federal grant programs; are not delinquent on any repayment agreements;
have not had a required license or certification revoked; are not ineligible under the following sections of these
General Provisions: Ineligibility to Receive the Contract (Assurances_ and Certifications Article) or the Conflict of
Interest or Transactions Between Related Parties sections (General Terms Article); and have not had a contract
terminated by the Department. Contractors shall further require that subcontractors certify that they have not
voluntarily surrendered within the past three (3) years any license issued by the Department. No provision of this
Contract creates privity of contract between DSHS and any subcontractor of Contractor.
General Provisions (Core Vendor 2012) Page: GP 15
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Section 11.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and
be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is
not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this
Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents will not be
eligible for unemployment compensation from the Department or the State of Texas.
Section 11.06 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or
representing themselves as signing this Contract on behalf of Contractor, warrant(s) and guarantee(s) that they have
been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor
to all of its terms.
Section 11.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely
responsible for filing all required state and federal tax forms and making all tax payments. If the Department
discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this
Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the
Department's discretion. If the Contract is terminated under this section, the Department will not enter into a contract
with Contractor for three (3) years from the date of termination.
Section 11.08 Notice of Organizational Change. Contractor shall submit written notice to the contract manager
assigned to the Program Attachment within ten (10) business days of any change to Contractor's name; contact
information; key personnel; organizational structure, such as merger, acquisition or change in form of business; legal
standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational
structure require an amendment to this Contract in accordance with the Amendments section of these General
Provisions.
Section 11.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS,
Contractor and its subcontractors are prohibited from publicizing the contractual relationship between
Contractor and DSHS, and from using the Department's name, logo or website link in any manner that is
intended, or that could be perceived, as an endorsement or sponsorship by DSHS or the State of Texas of
Contractor's organization, program, services or product, without the express written consent of DSHS.
ARTICLE XII GENERAL TERMS
Section 12.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this
Contract, without the prior written consent of the Department.
Section 12.02 Lobbying. Contractor shall comply with Tex. Gov. Code § 556.0055, which prohibits
contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not
use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or
adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person
related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress
or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state
agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of
any contract (31 USC § 1352). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file
with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant
under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection
with this Contract, a certification that none of the funds provided by Department have been or will be used for
General Provisions (Core Vendor 2012) Page: GP 16
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an
agreement. Contractor shall file the declaration, certification, and disclosure at the time of application for this
Contract; upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure
form in connection with the award; and at the end of each calendar quarter in which any event occurs 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 contract manager assigned to the Program Attachment. Contractor shall include this
provision in any subcontracts.
Section 12.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if
any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other interest
that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of
interest include, but are not limited to, an existing or potential business or personal relationship between Contractor
(or subcontractor), its principal (or a member of the principal's immediate family), or any affiliate or subcontractor
and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any
way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and
subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance
of personal or organizational conflict of interest or personal gain. If, at any time during the term of this Contract,
Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall
disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within
10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor
shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of 'interest
the subcontractor has or may have within ten (10) days of when the subcontractor becomes aware of the actual or
potential conflict of interest.
Section 12.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any
transaction between Contractor and a related party that is part of the work that the Department is purchasing under
this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the
contract manager assigned to the Program Attachment the name, address and telephone number of the related party,
how the party is related to Contractor and the work the related party will perform under this Contract. A related party
is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits
either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting
transactions between related parties, includes the entity contracting with the Department under this Contract as well as
the chief executive officer, chief financial officer and program director of Contractor. Contractor shall comply with
Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by
the Department, regarding a transaction between related parties, needed to enable the Department to determine the
appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may
include 45 CFR § 74.42.
Section 12.05 Intellectual Property. Texas Health and Safety Code §12.020 authorizes DSHS to protect
intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright, patent, or
trademark/service mark law.
b) For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or
commissioned through a contract for DSHS use is a "work made for hire." DSHS owns works trade for hire
unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by
operation of law, vest in DSHS, or such work may not be considered a work made for hire, Contractor
irrevocably assigns the rights, title and interest therein to DSHS. DSHS has the right to obtain and hold in its
General Provisions (Core Vendor 2012) Page: GP 17
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core(Vendor)
name any and all patents, copyrights, registrations or other such protections as may be appropriate to the
subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,
as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights
defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or
services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the production of
intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable
license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government
purposes (1) the copyright in any intellectual property developed under this Contract including any
subcontract and (2) any rights of copyright to which a Contractor purchases ownership with contract funds.
Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer, as
appropriate, on any publication written or published with such support and, if feasible, on any publication
reporting the results of or describing a grant- supported activity. An acknowledgment must be to the effect
that "This publication was trade possible by grant number from federal awarding a enc " or "The
project described was supported by grant number from (federal awarding agency and "Its contents
are solely the responsibility of the authors and do not necessarily represent the official views of the federal
awarding agency)
d) If the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -free,
nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to authorize
others to use, for DSHS, public health, and state governmental noncommercial purposes (1) the copyright,
trademark, service mark, and/or patent on an invention, discovery, or improvement to any process, machine,
manufacture, or composition of matter; products; technology; scientific information; trade secrets; and
computer software, in any work developed under a grant, subgrant, or contract under a grant or subgrant; and
(2) any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a Contractor
purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, Contractor cannot publish those
results without prior review and approval of DSHS. Contractor shall submit requests for review and approval
to the contract manager assigned to the Program Attachment.
Section 12.06 Other Intangible Property. At the conclusion of the contractual relationship between
Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non -
copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement
under this Contract or under any grant that funds this Contract, such as domain names, URLs, software licenses, etc.
Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property
to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property.
This provision will survive the termination or expiration of this Contract.
Section 12.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or
invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never
incorporated, but all other provisions will continue. The Parties represent and agree that the language contained in
this Contract is to be construed as jointly drafted, proposed and accepted.
Section 12.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract
will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the
Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of
receipt.
Section 12.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,
General Provisions (Core Vendor 2012) Page. GP 18
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
except as expressly provided in this Contract.
Section 12.10 Headings. The articles and section headings used in this Contract are for convenience of
reference only and not be construed in any way to define, limit or describe the scope or intent of any provisions.
Section 12.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions
of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of
their terms and conditions and of obtaining independent legal advice pertaining to this Contract.
Section 12.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for
any reason will not release either party from any liabilities or obligations in this Contract that (a) the parties have
expressly agreed will survive any such termination or expiration, or (b) remain to be performed or (c) by their nature
would be intended to be applicable following any such termination or expiration.
Section 12.13 Customer Service Information. If requested, Contractor shall supply such information as
required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer
Service surveys.
Section 12.14 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties,
except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the
Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for
amendments must be submitted in writing, including a justification for the request, to the contract manager assigned
to the Program Attachment; and if an amendment is requested during the last quarter of the Contract or Program
Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the
request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise
provided in this Article, Contractor shall not perform or produce, and DSHS will 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 will not waive any term, covenant, or condition
of this Contract unless by amendment or otherwise in compliance with this Article.
Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The following changes may
be made to this Contract without a written amendment or the Department's prior approval:
a) Contractor's contact person and contact information;
b) Contact information for key personnel, as stated in Contractor's response to the Solicitation Document,
if any; and
c) Minor corrections or clarifications to the Contract language that in no way alter the scope of work,
objectives or performance measures.
Contractor within ten (10) calendar days shall notify in writing the contract manager assigned to the Program
Attachment of any change enumerated in this section. The notification may be by letter, fax or email.
Section 12.16 Contractor's Request for Revision. of Certain Contract Provisions. A Contractor's Revision
Request is an alternative method for amending certain specified provisions of this Contract that is initiated by
Contractor, but must be approved by DSHS. An amendment to the Contract for a change in clinic hours or location
may be made through a Contractor's Revision Request, rather than through the amendment process described in the
Amendment section of this Article.
ha order to request a revision of clinic hours or location, Contractor shall obtain a Contract Revision Request form
from the DSHS website at http://www.dshs.state.tx.us/ai complete the form as d by the
General Provisions (Core Vendor 2012) Page: GP 19
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Department. Two (2) copies of the completed form must be signed by Contractor's representative who is authorized
to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the contract manager
assigned to the Program Attachment. Any approved revision will not be effective unless signed by the DSHS
Director of the Client Services Contracting Unit. A separate Contractor Revision Request is required for each
Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an
amendment described in the Amendment section of this Article rather than a contract revision amendment under this
section.
Section 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF
THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE
STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR
THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW.
Section 12.1$ Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold
Department, the State of Texas, individual state employees and officers, and the federal government harmless and to
indemnify them from any and all Iiability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and
damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its
employees, subcontractors, joint venture participants or agents under this Contract.
Section 12.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,
non - action or default under this Contract will not constitute a waiver of either parry's rights under this Contract.
Section 12.20 Electronic and Information Resources Accessibility and Security Standards.
a) This section applies if the Contract requires the Contractor to procure or develop Electronic and
Information Resources (EIR) for DSHS, or to change any of DSHS's EIR. This section also applies if
the Contract requires the Contractor to perform a service or supply goods that include EIR that (i) DSHS
employees are required to use or permitted access to; or (ii) members of the public are required to use or
permitted access to. This section does not apply to incidental uses of EIR in the performance of a
contract, unless the parties agree that the EIR will become property of the state or will be used by DSHS
clients after completion of the Contract.
b) Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent
the use of alternative technologies, provided they result in substantially equivalent or greater access to
and use of a producttservice.
c) Definitions.
1. "Accessibility Standards" means the Electronic and Information Resources Accessibility Standards in
1 Tex. Admin. Code Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 Tex.
Admin. Code Chapter 206.
2. "Electronic and Information Resources" means information resources, including information
resources technologies, and any equipment or interconnected system of equipment that is used in the
creation, conversion, duplication, or delivery of data or information. The term includes, but is not
limited to, telephones and other telecommunications products, information kiosks, transaction
machines, Internet websites, multimedia resources, and office equipment, including copy machines
and fax machines.
3. "Products" means information resources technologies that are, or are related to, EIR.
d) Accessibility Requirements. Under Tex. Gov. Code Chapter 2054, .Subchapter M, and implementing
rules of. the Department of Information Resources (DIR), DSHS trust procure Products that comply with
the Accessibility Standards when such Products are available in the commercial marketplace or when
such Products are developed in response to a procurement solicitation. Accordingly, Contractor shall
provide electronic and information resources and associated Product documentation and technical
General Provisions (Core Vendor 2012) Page. GP20
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(CoreNendor)
support that comply with the Accessibility Standards.
e) Evaluation, Testing and Monitoring. DSHS may review, test, evaluate and monitor Contractor's
Products and associated documentation and technical support for compliance with the Accessibility
Standards. Review, testing, evaluation and monitoring may be conducted before and after award of
a contract. Testing and monitoring may include user acceptance testing. Neither (1) the review, testing
(including acceptance testing), evaluation or monitoring of any Product, nor (2) the absence of such
review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the
Contractor's assertion of compliance with the Accessibility Standards. Contractor shall cooperate fully
and provide DSHS and its representatives timely access to Products, records, and other items and
information needed to conduct such review, evaluation, testing and monitoring.
f) Representations and Warranties. Contractor represents and warrants that (i) as of the effective date of the
Contract, the Products and associated documentation and technical support comply with the
Accessibility Standards as they exist at the time of entering the Contract, unless and to the extent the
Parties otherwise expressly agree in writing; and (ii) if the Products will be in the custody of the state or
a DSHS client after the Contract expiration or termination, the Products will continue to comply with
such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS
and/or client, as applicable, uses the Products in a manner that renders it noncompliant. In the event
Contractor should have known, becomes aware, or is notified that the Product and associated
documentation and technical support do not comply with the Accessibility Standards, Contractor
represents and warrants that it will, in a timely manner and at no cost to DSHS, perform all necessary
steps to satisfy the Accessibility Standards, including but not limited to remediation, replacement, and
upgrading of the Product, or providing a suitable substitute. Contractor acknowledges and agrees that
these representations and warranties are essential inducements on which DSHS relies in awarding this
Contract. Contractor's representations and warranties under this subsection will survive the termination
or expiration of the Contract and will remain in full force and effect throughout the useful life of the
Product_
g) Remedies. Pursuant to Tex. Gov. Code §2054.465, neither Contractor nor any other person has cause of
action against DSHS for a claim of a failure to comply with Tex. Gov. Code Chapter 2054, Subchapter
M, and rules of the DIR. In the event of a breach of Contractor's representations and warranties,
Contractor will be liable for direct and consequential damages and any other remedies to which DSHS
may be entitled. This remedy is cumulative of any and all other remedies to which DSHS may be
entitled under this Contract and other applicable law.
Section 12.21 Force Majeure. Neither Party will be liable for any failure or delay in performing all or
some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the
reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural
disasters, fire, civil disturbance, epidemic, war, court order, or acts of God. The existence of any such cause of
delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause
of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to
resume performance. A Party, within a period of time reasonable under the circumstances, must inform the
other by any reasonable method (phone, email, etc.) and, as soon as practicable, must submit written notice with
proof of receipt, of the existence of a force majeure event or otherwise waive the right as a defense to non-
performance.
Section 12.22 Interim Contracts. The Parties agree that the Contract and/or any of its Program
Attachments will automatically continue as an "Interim Contract" beyond the expiration date of the term of the
Contract or Program Attachment(s), as applicable, under the following circumstances: (1) on or shortly prior to
the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor
that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in
General Provisions (Core Vendor 2012) Page: GP21
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
a timely manner the extension, renewal, or other standard contract process for the Contract or Program
Attachment; and (2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate
under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The
notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for
Contractor to perform or complete the previously contracted goods and services (with no new or additional
funding) or is purchasing additional goods and services as described in the Program Attachment for the term of
the Interim Contract, or both. The notice will include billing instructions and detailed information on how
DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract
will terminate thirty (30) days after the disaster declaration is terminated unless the Parties agree to a shorter
period of time.
Section 12.23 Cooperation and Communication. Contractor shall cooperate with Department staff and,
as applicable, other DSHS contractors, and shall promptly comply with requests from DSHS for information or
responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract.
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON - COMPLIANCE
Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of
contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract including failure to comply with all applicable
statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with Department or agreed order issued by the
Department;
e) discovery of a material misrepresentation in any aspect of Contractor's application or response to the
Solicitation Document;
f) any misrepresentation in the assurances and certifications in Contractor's application or response to the
Solicitation Document or in this Contract; or
g) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 13.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to
the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods.
HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for
any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of
noncompliance and will determine remedies or sanctions on a case -by -case basis. Contractor is responsible for
complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in
this section does not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or
regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or
guideline can be read together with the provision(s) of this Article to give effect to both. If Contractor breaches this
Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance
with applicable statutes, rules or regulations, the Department may take one or more of the following actions:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program
type. In the case of termination, the Department will inform Contractor of the termination no less than
thirty (30) calendar days before the effective date of the termination in a notice of termination, except
for circumstances that require immediate termination as described in the Emergency Action section of
this Article. The notice of termination will state the effective date of the termination, the reasons for
General Provisions (Core Vendor 2012) Page: GP22
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core(Vendor)
the termination, and, if applicable, alert Contractor of the opportunity to request a hearing on the
termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants.
Contractor shall not make any claim for payment for services provided from the effective date of
- termination,
b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the
Contractor is notified to temporarily discontinue performance of all or a part of the Contract, as of the
effective date of the suspension pending DSHS's determination to terminate or amend the Contract or
permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed
during suspension, unless expressly authorized by the notice of suspension;
c) deny additional or future contracts with Contractor;
d) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of payments to Contractor for proper charges or pending resolution of issues of
noncompliance with conditions of this Contract or indebtedness to the United States or to the State of
Texas;
e) permanently withhold cash payments. Permanent withholding of cash payment means that
Department retains funds billed by Contractor for (1) undocumented, disputed, inaccurate, improper,
or erroneous billings; (2) material failure to comply with Contract provisions; or (3) indebtedness to
the United States or to the State of Texas;
f) declare this Contract void upon the Department's determination that this Contract was obtained
fraudulently or upon the Department's determination that this Contract was illegal or invalid from this
Contract's inception and demand repayment of any funds under this Contract;
g) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other
state bid list, and barred from participating in future contracting opportunities with the State of Texas;
h) delay execution of a new contract or contract renewal with Contractor while other imposed or
proposed sanctions are pending resolution;
i) demand repayment from Contractor when it has been verified that Contractor has been overpaid,
e.g., because payments are not supported by proper documentation or failure to comply with Contract
terms;
j) pursue a claim for damages as a result of breach of contract;
k) require Contractor to prohibit any employee or volunteer of Contractor from performing under this
Contract or having direct contact with DSHS- funded clients or participant, if the employee or
volunteer has been indicted. or convicted of the misuse of state or federal funds, fraud or illegal acts
that are in contraindication to continued obligations under this Contract, as reasonably determined by
DSHS;
1) withhold any payment to Contractor to satisfy any recoupment, liquidated damages or any
penalty (if the penalty is permitted by statute) and imposed by DSHS, and take repayment
from funds available under this Contract, in amounts necessary to fulfill Contractor's
payment or repayment obligations;
m) reduce the Contract term;
n) recoup improper payments when Contractor has been overpaid, e.g., because payments are not
supported by proper documentation, improper billing or failure to comply with Contract terms;
o) assess liquidated damages; or
p) impose other remedies, sanctions or penalties permitted by statute.
Section 13.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a
remedy or sanction is imposed, stating the nature of the remedies and sanction(s), the reasons for imposing them, the
corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing
the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed.
General Provisions (Core Vendor 2012) Page: GP23
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15) calendar days of
receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the
Department, the written response must state how Contractor shall correct the noncompliance (corrective action plan)
or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not
warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted, unless the
remedy or sanction is subject to review under a federal or state statute, regulation., rule, or guideline, Department's
decision is final. Department will provide written notice to Contractor of Department's final decision.. If required by
the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as
stated in the approved corrective action plan. If DSHS determines that repayment is warranted, DSHS will issue a
demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the
demand letter, and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise due
to Contractor under this Contract.
Section 13.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or
part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay
contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the
emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct
adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and
may include failing to provide services; providing inadequate services; or providing unnecessary services.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case -by-
case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT
Section 14.01 Breach of Contract Claim. The process for a breach of contract claim against the Department
provided for in Chapter 2260 of Tex. Gov. Code and implemented in the rules at 25 Tex. Admin. Code § §4.11 -4.24
will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS.
Section 14.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the
ordinary course of business must be submitted to the negotiation process provided in Chapter 2260, Subchapter B,
Tex. Gov. Code. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to
DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,
Subchapter B, are being invoked. A copy of the notice must also be given to all other representatives of DSHS and
Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260,
Subchapter C, Tex. Gov. Code.
Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, Subchapter C, Tex. Gov.
Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by
DSHS if the Parties are unable to resolve their disputes under this Article.
Section 14.04 Condition Precedent to Suit. Compliance with the contested case process provided in Chapter
2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the Legislature under
Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other
conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to
suit.
Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim
constitutes grounds for the suspension of performance by Contractor, in whole or in part.
General Provisions (Core Vendor 2012) Page: GP24
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION
Section 15.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of
Terms section of the General Terms Article, Contractor's service obligations stated in each Program Attachment will
end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to
completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without
cause under this Article.
Section 15.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to
obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by
Contractor of the authority to obligate previously awarded funds. 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 another
entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will be
discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as
applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to
termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Teams
section of the General Terms Article. Termination does not, however, constitute a waiver of any remedies for breach
of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will
survive this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include (1) refusal to extend the
term of a program attachment; (2) non - renewal of a contract or program attachment at Department's sole discretion;
or (3) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or
invalid from inception.
Section 15.04 Termination or Temporary Suspension Without Cause.
a) Either Party may terminate this Contract or Program Attachment, as applicable, with at least thirty (30)
calendar days prior written notice to the other Parry, except that if Contractor seeks to terminate a Contract
or Program Attachment, as applicable, that involves residential client services, Contractor shall give the
Department at least ninety (90) calendar days prior written notice and shall submit a transition plan to
ensure client services are not disrupted.
b) The Parties may terminate this Contract or Program Attachment, as applicable, by mutual agreement.
c) DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if
funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs
or health and human service agencies, amendments to the Appropriations Act, health and human services
consolidations or any other disruption of current appropriated funding for this Contract or Program
Attachment. Contractor will be notified in writing of any termination or temporary suspension and of any
cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue
performance under the Contract as of the effective date of the suspension, for the duration of the
suspension_
d) Department may terminate this Contract or Program Attachment, as applicable, immediately when, in
the sole determination of Department, termination is in the best interest of the State of Texas.
Section 15.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at
least thirty (30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or
in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by giving at Ieast thirty
General Provisions (Core Vendor 2012) Page: GP25
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
(30) calendar days written notice to Contractor. Such conduct may include one or more of the following:
a) Contractor fails to adhere to any laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of its
subcontractor to communicate with Department as necessary for the performance or oversight of this
Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided under this
Contract;
d) Department determines that Contractor is without sufficient personnel or resources to perform
under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its
requirements under this Contract;
e) Department determines that Contractor, its agent or another representative offered or gave a
gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the purpose of
obtaining a contract or favorable treatment;
f) Department determines that this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing, drafting or preparing the
specifications, requirements or statement(s) of work or Solicitation Document on which this Contract
is based in violation of Tex. Gov. Code § 2155.004; or Department determines that Contractor was
ineligible to receive this Contract under Tex. Gov. Code §§ 2155.006 or 2261.053 related to certain
disaster response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may include one
or more of the following:
1) Contractor fails to make payments for debts;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by insurance) is
rendered by any court or governmental body against Contractor, and Contractor does not (a) discharge
the judgment or (b) provide for its discharge in accordance with its terms, or (c) procure a stay of
execution within thirty (30) calendar days from the date of entry of the judgment, or (d) if the execution
is stayed within the thirty (30) -day period or a longer period during which execution of the judgment
has been stayed, appeal from the judgment and cause the execution to be stayed during such appeal
while providing such reserves for the judgment as may be required under Generally Accepted
Accounting Principles;
5) a writ or warrant of attachment or any similar process is issued by any court against all or any
material portion of the property of Contractor, and such writ or warrant of attachment or any similar
process is not released or bonded within thirty (30) calendar days after its issuance;
6) Contractor is adjudicated bankrupt or insolvent;
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution,
receivership or liquidation law of any jurisdiction, then in effect, or consents to the filing of any case or
petition against it under any such law;
8) any property or portion of the property of Contractor is sequestered by court order and the order
remains in effect for more than thirty (30) calendar days after Contractor obtains knowledge of the
sequestration;
General Provisions (Core Vendor 2012) Page: GP26
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core(Vendor)
9) a petition is fled against Contractor under any state reorganization, arrangement, insolvency,
readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction, then in effect, and
the petition is not dismissed within thirty (30) calendar days; or
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or of all
or any part of its property; or
h) any required license, certification, permit, registration or approval required to conduct
Contractor's business or to perform under this Contract is not obtained or is revoked, surrendered,
expires, is not renewed, becomes inactive or is suspended.
Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any
verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and
Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice
period.
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 16.01 Void Contracts. Department may void this Contract upon determination that the award was
obtained fraudulently or was otherwise illegal or invalid from its inception.
Section. 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has
been a party to a contract with DSHS that has been found to be void, or is suspended, or is terminated for cause is not
eligible for expansion of current contracts, if any, or new contracts or renewals until, in the case of suspension or
termination, the Department has determined that Contractor has satisfactorily resolved the issues underlying the
suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment.
Section 16.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the
Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an
administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVII CLOSEOUT
Section 17.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as
applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease
services under this Contract and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to
expiration, as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or
another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non -
renewal, Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to
alternative service providers, as needed. Contractor also shall completely cease providing services under this Contract
or Program Attachment by the date specified in this Contract termination or non - renewal notice. Contractor shall not
bill DSHS for services performed after termination or expiration of the Contract or Program Attachment once this
Contract or Program Attachment is terminated or has expired. Upon termination, expiration (with no renewal) or non -
renewal of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in
this Article.
Section 17.02 Administrative Offset. The Department has the right to administratively offset amounts owed
by Contractor against billings.
Section 17.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports
required under this Contract within sixty (60) calendar days after the Contract or Program Attachment end date.
General Provisions (Core Vendor 2012) Page: GP27
Fiscal Year 2012 Department of State Health Services Contract
General Provisions
(Core/Vendor)
Unless otherwise provided under the Billing Submission section of the Payment Methods and Restrictions Article, the
Department is not liable for any claims that are not received within sixty (60) calendar days after the end date of the
Contract or Program Attachment, as applicable.
Section 17.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor
is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result
in a refund due, which Contractor shall pay within the time period established by the Department.
Section 17.05 . Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does
not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's
obligation to return any funds due as a result of later refunds, corrections, or other transactions.
General Provisions (Core Vendor 2012) Page: GP28