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HomeMy WebLinkAboutC2015-459 - 12/15/2015 - Approved DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2015-002508-01 . 'aw This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $64,693.00. 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 09/01/2014 and ends on 12/31/2015. DSHS has the option, in its sole discretion, to renew the Contract. 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. Program Name: TB/PC-FED Tuberculosis Prevention and Control-Federal 2015-459 12/15/15 Ord. 030713 Page 1 of 16 TX Dept of State Health Service INDEXED 7. Statement of Work: SECTION 1. STATEMENT OF WORK: This contract amendment is due to additional funding to extend the contract for four months, due to the unbundling of contracts. A. PROVISION OF SERVICES: Throughout Contractor's defined service area, Contractor shall develop and provide services and associated activities for the prevention and control of tuberculosis (TB) in accordance with federal funding requirements, 93.116- Project Grants & Cooperative Agreements for Tuberculosis Control Programs. Contractor shall perform activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall not use funds under this contract to support clinical care such as physician and nursing services or medication purchases. Contractor may use funds under this contract to support any or all of the following activities: • Directly observed therapy (DOT); • Contact Investigations; • Contact Reviews; • Surveillance; • Reporting; • Data analyses; • Cluster investigations; and/or • Provider Education. Funds under this contract may support full time employees (FTEs) based on the percentage of time involved in performing any of the above activities or to support contractual activities such as DOT. Contractor shall provide services outlined above in compliance with the following: • DSHS Tuberculosis Work Plan, http://www.dshs.state.tx.us/idcu/disease/tb/policies/ • DSHS Standards of Performance for the Prevention and Control of Tuberculosis, http://www.dshs.state.tx.us/I DCU/disease/tb/publications/SOP-2014-final.doc; •American Thoracic Society (ATS) and Centers for Disease Control and Prevention (CDC)joint statements on diagnosis, treatment and control of TB, http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5211a1.htm; • Diagnostic Standards and Classification of Tuberculosis in Adults and Children, (American Journal of Respiratory and Critical Care Medicine), Vol. 161, pp. 1376-1395, 2000) http://ajrccm.atsjournals.org/cgi/reprint/161/4/1376; •Treatment of Tuberculosis, (ATS/CDC/IDSA), 2003, http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5211a1.htm; •Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, http://www.cdc.gov/mmwr/PDF/rr/rr4906.pdf; • Updated: Adverse Event Data and Revised ATS/CDC Recommendations Against the Use of Rifampin and Pyrazinamide for Treatment of Latent Tuberculosis Infection — United States, 2003, MMWR 52 (No. 31), http://www.cdc.gov/mmwr/preview/mmwrhtml/mm5231a4.htm; Page 2 of 16 • Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5412a1.htm; and • Guidelines for the Prevention and Treatment of Opportunistic Infections Among HIV-Exposed and HIV-Infected Children, http://www.cdc.gov/mmwr/pdf/rr/rr58e0826.pdf. Contractor shall comply with all applicable federal and state regulations and statutes, including, but not limited to, the following: • Texas Tuberculosis Code, Health and Safety Code, Chapter 13, Subchapter B; • Communicable Disease Prevention and Control Act, Texas Health and Safety Code, Chapter 81; • Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities, Health and Safety Code, Chapter 89; • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of Communicable Diseases; and •Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H, Tuberculosis Screening for Jails and Other Correctional Facilities. Contractor shall perform all activities under this Renewal Program Attachment in accordance with Tuberculosis and Refugee Health Services Branch, Tuberculosis Work Plan and detailed budget as approved by DSHS. Contractor must receive written approval from DSHS before varying from applicable procedures in the final approved work plan, and must update its implementation documentation within forty-eight(48) hours of making approved changes so that staff working on activities under this contract knows of the change(s). DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below what is projected in Contractor's total Renewal Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. Use of Funds: Contractor will be subject to adjustments in award amounts based on changes to the number of clients served, utilization of funds, or other factors. Contractor shall provide a match of no less than 20% of the DSHS share of the total budget reflected in the Program Attachment. Contractor shall provide match at the required percentage or DSHS may hold payment vouchers, use administrative offsets, or request a refund from Contractor until such time as the required match ratio is met. No federal or other grant funds can be used as match. Contractor shall not use DSHS funds or matching funds (including in-kind contributions) for: 1. Food; 2. Incentives; 3. Entertainment; or 4. Sectarian worship, instruction, or proselytization. Contractor shall: 1. Lapse no more than 5% of the total funded amount of the contract. 2. Maintain and adjust spending plan throughout the contract term to avoid lapsing funds. Page 3 of 16 3. Maintain staffing levels to meet required activities of the contract and to ensure all funds in personnel category are expended. Contractor's budget shall include costs to cover required TB trainings and continuing education training. Contractor is allocated $16,173.33 from September 1, 2014— December 31, 2014. Contractor is allocated $48,519.67 from January 1, 2015— December 31, 2015. Expenditures must not exceed the above allocated amounts within the specified timeframes. B. REPORTING: Contractor shall provide a complete and accurate Annual Progress Report covering the period from January to December 2014, in the format provided by DSHS, demonstrating compliance with requirements of the Program Attachments during that time period. The report shall include, but not limited to, a detailed analysis of performance related to the performance measures listed below. The Contractor's Annual Progress Report shall not be combined with another Contractor's or health service region's Annual Progress Report. The report is due February 13, 2015, and shall be sent to the TB Reporting Mailbox- TBContractReporting@dshs.state.tx.us. Any individual-level patient data this will need to be sent to Public Health Information Network (PHIN). Contractors can mail the Annual Progress Report to their DSHS health service region thereby authorizing them to submit the report on their behalf. If the Contractor sends the report to DSHS health service region, the deadline for submission to TB and Refugee Health Services Branch remains unchanged. Contractor shall maintain documentation used to calculate performance measures as required by General Provisions Article VIII "Records Retention"and by Texas Administrative Code Title 22, Part 9 Chapter 165, §165.1 regarding the retention of medical records. Contractor shall adhere to reporting requirements documented in the Tuberculosis Work Plan and the CDC Tuberculosis Surveillance Data Training Report of Verified Case of Tuberculosis (RVCT) Instruction Manual available at, http://www.cdc.gov/tb/programs/rvct/InstructionManual.pdf. C. TRAINING: Contractor shall provide orientation and training to all employees involved in TB activities including physicians, nurses, contact investigators, outreach workers, case registry staff, receptionists, and other support staff. Within ninety (90) days of employment, all newly hired employees shall complete required TB training specific to their duties and responsibilities. Refer to the Tuberculosis Work Plan for required trainings for newly hired employees. Each year, employees that provide TB services shall receive sixteen (16) hours of continuing education or training relevant to their position. Documentation of all training (including the hours, topics, and dates) shall be retained for each employee who delivers TB services and made available upon request by DSHS Tuberculosis and Refugee Health Services Branch and listed in detail in the Accomplishments section of the Annual Progress Report. Contractor's case registry staff shall attend annual medical records conference and workshop to obtain the latest records management procedures. D. COHORT REVIEWS: Contractor shall conduct cohort reviews as described in the Tuberculosis Work Plan. Contractor shall submit all required documents for cohort reviews as noted in the TB Work Plan including but not limited to the Cohort Summary Report and Cohort Presentation Form using the following Cohort Period and Submission Schedule: Page 4 of 16 Cohort Period &Submission Schedule Cohort Period Cases Counted In: Are reviewed and reported by: 1st quarter(Jan 1 to Mar 31) current year March 31 of the following year 2nd quarter(Apr 1 to June 30) current year June 30 of the following year 3rd quarter(July 1 to Sep 30) current year September 30 of the following year 4th quarter(Oct 1 to Dec 31) current year December 31 of the following year SECTION II. FY15 PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Renewal Program Attachment, without waiving the enforceability of any of the other terms of the contract or any other method of determining compliance: 1. Cases, and suspected cases, of TB under treatment by Contractor shall be placed on timely and appropriate Direct Observed Therapy (DOT). For FY15 reporting, data will cover all cases from calendar year 2014 (1/1/2014 -12/31/2014). A compliance percentage of not less than 90% is required. If data indicates a compliance rate percentage for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 2. Newly diagnosed TB cases that are eligible*to complete treatment within 12 months shall complete therapy within 365 days or less; *Exclude TB cases 1) diagnosed at death, 2)who die during therapy, 3)who are resistant to Rifampin, 4) who have meningeal disease, and/or 5)who are younger than 15 years with either miliary disease or a positive blood culture for TB. For FY15 reporting, data will cover all cases from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 86% is required. If data indicates a compliance percentage for this Performance Measure of less than 86%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 3. TB cases with initial cultures positive for Mycobacterium tuberculosis complex shall be tested for drug susceptibility and have those results documented in their medical record. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 97.6% is required. If data indicates a compliance percentage of less than 97.6%for this Performance Measure then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 4. Newly-reported cases of TB with Acid-fast Bacillis (AFB) positive sputum culture results will have documented conversion to sputum culture-negative within 60 days of initiation of treatment. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 46% is required. If data indicates a compliance percentage of less than 46%for this Performance Measure, then DSHS may Page 5 of 16 (at its sole discretion) require additional measures be taken by contractor to improve the percentage, on a timeline set by DSHS; 5. Newly-reported TB cases shall have an HIV test performed (unless they are known HIV- positive, or if the patient refuses) and shall have positive or negative HIV test results reported to DSHS according to the schedule provided herein. For FY15 reporting, data will be drawn from calendar year 2014 (1/1/2014 -12/31/2014). A compliance percentage of not less than 82% is required. If fewer than 82% of newly reported TB cases have a result of an HIV test reported, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 6. Newly-reported suspected cases of TB disease shall be started in timely manner on the recommended initial 4-drug regimen. For FY15 reporting, data will be drawn from calendar year 2014 (1/1/2014-12/31/2014). A compliance percentage of not less than 93.4% is required. If fewer than 93.4% of newly-reported TB cases are started on an initial 4-drug regimen in accordance with this requirement, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 7. Newly-reported TB patients with a positive AFB sputum-smear result shall have at least three contacts identified as part of the contact investigation that must be pursued for each case. For FY15 reporting, data will be drawn from calendar year 2014 (1/1/2014-12/31/2014). A compliance percentage of not less than 90% is required. If data indicates a compliance percentage for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 8. Newly-identified contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive TB case shall be evaluated for TB infection and disease. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013-12/31/2013). A compliance percentage of not less than 82% is required. If data indicates a compliance percentage for this Performance Measure of less than 82%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 9. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case and that are newly diagnosed with latent TB infection (LTBI) shall be started on timely and appropriate treatment. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 67.5% is required. If data indicates a compliance percentage for this Performance Measure of less than 67.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 10. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case that are newly diagnosed with LTBI and that were started on treatment shall complete Page 6 of 16 treatment for LTBI as described in Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, and according to the timelines given, therein. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013-12/31/2013). A compliance percentage of not less than 47.5% is required. If data indicates a compliance percentage for this Performance Measure of less than 47.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 11. Newly-reported TB patients that are older than 12-years-old and that have a pleural or respiratory site of disease shall have sputum AFB-culture results reported to DSHS according to the timelines for reporting initial and updated results given herein. For FY15 reporting, data will be drawn from calendar year 2014 (1/1/2014-12/31/2014). A compliance percentage of not less than 90.5% is required. If data indicates a compliance percentage for this Performance Measure of less than 90.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 12. Increase the proportion of culture-confirmed TB cases with a genotyping result reported. For FY15 reporting, data will be drawn from calendar year 2014 (1/1/2014-12/31/2014). A compliance percentage of not less than 94.2% is required. If data indicates a compliance percentage for this Performance Measure of less than 94.2%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 13. For Class B immigrants and refugees with abnormal chest x-rays read overseas as consistent with TB, increase the proportion who initiate medical evaluation within 90 days of arrival. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 56% is required. Measure of less than 56%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 14. For Class B immigrants and refugees with abnormal chest x-rays read overseas as consistent with TB and who are diagnosed with latent TB infection (LTBI during evaluation in the US, increase the proportion who start treatment. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013 -12/31/2013). A compliance percentage of not less than 66% is required. Measure of less than 66%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 15. For Class B immigrants and refugees with abnormal chest x-rays read overseas as consistent with TB and who are diagnosed with latent TB infection (LTBI during evaluation in the US and started on treatment, increase the proportion who complete LTBI treatment. For FY15 reporting, data will be drawn from calendar year 2013 (1/1/2013-12/31/2013). A compliance percentage of not less than 67% is required. Measure of less than 67%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; and Page 7 of 16 16. All reporting to DSHS shall be completed as described herein under Section I-B above and submitted by the deadlines given. If Contractor fails to meet any of the performance measures, Contractor shall furnish in the narrative report, due February 13, 2015, a written explanation including a plan (with schedule)to meet those measures. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher(Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. Claims Processing Unit, MC 1940 Department of State Health Services 1100 West 49th Street PO Box 149347 Austin, Texas 78714-9347 The fax number for submitting State of Texas Purchase Voucher(Form B-13) to the Claims Processing Unit is(512) 776-7442. The email address is invoices@dshs.state.tx.us. Contractor is to also send the invoice and supporting documentation as applicable to: CMUinvoices@dshs.state.tx.us. Page 8 of 16 8. Service Area Nueces County Page 9 of 16 This section intentionally left blank. Page 10 of 16 10. Procurement method: Non-Competitive Interagency/Interlocal GST-2012-Solicitation-00064 FY14 TB/FED 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 12/31/2015 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.116, 93.116, 93.116 14. DUNS Number: 069457786 Page 11 of 16 15. Programmatic Reporting Requirements: Report Name Frequency Period Begin Period End Due Date Narrative Reprt Annually January 1, 2014 December 31, 2014 February 13, 2015 Financial Status Quarterly September 1, 2014 December 31, 2014 February 2, 2015 Reports (FSRs) & Match Reimbursement/C ertification Forms (B-13As) Financial Status Quarterly January 1, 2015 February 28, 2015 March 30, 2015 Reports (FSRs) & Match Reimbursement/C ertification Forms (B-13As) Financial Status Quarterly March 1, 2015 May 30, 2015 June 30, 2015 Reports (FSRs) & Match Reimbursement/C ertification Forms (B-13As) Financial Status Quarterly June 1, 2015 August 31, 2015 September 30, 201 Reports (FSRs) & Match Reimbursement/C ertification Forms (B-13As) Financial Status Final September 1, 2015 December 31, 2015 February 15, 2016 Reports (FSRs) & Match Reimbursement/C ertification Forms (B-13As) Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox - TBContractReporting@dshs.state.tx.us. Financial Status Reports: Claims Processing Unit, MC1940 Department of State Health Services 1100 West 49th Street PO Box 149347 Austin, TX 78714-9347 The fax number is (512) 776-7442. The email address is invoices@dshs.state.tx.us Page 12 of 16 16. Special Provisions General Provisions, ARTICLE II. Compliance and Reporting, Section 2.06, Applicable Laws and Regulations Regarding Funding Sources, is amended by deleting Section 2.06 in its entirety and replacing it with the following: When applicable, federal statutes, regulations and/or federal grant requirements applicable to funding sources and any updates to such will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget (OMB) Circulars(as codified in Title 2, 200 of the Code of Federal Regulations (CFR) and 45 CFR 75)the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://www.dshs.state.tx,us/contracts/links.shtm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/Iinks.shtm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. General Provisions, ARTICLE III SERVICES, Section 3.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC)for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, Article IV, Funding Section 4.03, Use of Funds, is amended to include the following: Contractor is allocated $16,173.33 from September 1, 2014— December 31, 2014. Contractor is allocated $48,519.67 from January 1, 2015— December 31, 2015. Expenditures may not exceed the above allocated amounts within the specified timeframes. General Provisions, Article IV. Funding, Section 4.06, Nonsupplanting, is revised to include the following: Funding from this Renewal Program Attachment shall not be used to supplant(i.e., used in place of funds dedicated, appropriated or expended for activities funded through this Renewal Program Attachment) state or local funds, but Contractor shall use such funds to increase state or local funds currently available for a particular activity. Contractor shall maintain local funding at a sufficient rate to support the local program. If the total cost of the project is greater than DSHS' set funding, Contractor shall supply funds for the remaining costs in order to accomplish the objectives set forth in this Program Attachment. General Provisions, ARTICLE V, Payment Methods and Restrictions Section 5.02, Billing Submission is amended to include the following: Page 13 of 16 Contractor must submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than February 15, 2015 for costs incurred between the service dates of September 1, 2014 and December 31, 2014. General Provisions, Article V, Payment Methods and Restrictions, Section 5.03, Final Billing Submission, is amended to include the following: Contractor shall submit final close-out bill or revisions to previous reimbursement request(s), no later than February 15, 2015 for costs incurred between the services dates of September 1, 2014 and December 31, 2014. Expenditures with service dates from September 1, 2014 to December 31, 2014 will not be paid, if submitted after February 15, 2015. General Provisions, ARTICLE V. PAYMENT METHODS AND RESTRICTIONS, Section 5.05 Financial Status Reports, is amended to include the following: Contactor shall submit FSRs to Accounts Payable by the last business day of the month following the end of each term reported. The FSR period will be reported as follows: Quarter One shall include September 1, 2014 through December 31, 2014. Quarter two shall include January 1, 2015 through February 28, 2015. Quarter three shall include March 1, 2015 through May 30, 2015. Quarter four shall include June 1, 2015 through December 31, 2015. Contractor shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term General Provisions Article VIII Confidentiality, Section 8.03, Exchange of client-identifying information, is revised to include the following: Neither Contractor, nor any subcontractor, shall transfer a client or patient record through any means, including electronically, to another entity or person, or subcontractor without written consent from the client or patient, or someone authorized to act on his or her behalf; however, DSHS may require Contractor, or any subcontractor, to timely transfer a client or patient record to DSHS if the transfer is necessary to protect either the confidentiality of the record or the health and welfare of the client or patient, or is otherwise provided by law. DSHS shall have timely access to a client or patient record in the possession of Contractor, or any subcontractor, under authority of the Texas Health and Safety Code, Chapters 81 and 85, and the Medical Practice Act, Texas Occupations Code, Chapter 159. In such cases, DSHS shall keep confidential any information obtained from the client or patient record, as required by the Texas Health and Safety Code, Chapter 81, and Texas Occupations Code, Chapter 159. General Provisions, Article XV. General Terms, Section 15.15 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. Page 14 of 16 17. Documents Forming Contract. The Contract consists of the following: a. Contract(this document) 2015-002508-01 b. General Provisions Subrecipient General Provisions c. Attachments Budget d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. 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 Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, Department of State Health Services Corpus Christi Public Health District By: Janna Zumbrun By: Annette Rodriguez Signature of Authorized Official Signature of Authorized Official 10/21/2015 09/24/2015 Date Date Janna Zumbrun Assistant Commissioner Annette Rodriguez Director of Public Name and Title Health 1100 West 49th Street Name and Title Address 1702 Home Rd Austin, TX 78756-4204 Address City, State, Zip Corpus Christi, Texas 78416 (512)776-7825 City, State, Zip Telephone Number (361) 826-7205 janna.zumbrun@dshs.state.tx.us Telephone Number E-mail Address annetter@cctexas.com E-mail Address Page 15 of 19 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2015-002508-01 b. General Provisions Subrecipient General Provisions c. Attachments Budget d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. 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 Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, Department of State Health Services Corpus Christi Public Health District By: By 11141,1 -• C - RaSeJ Signature of Authorized Official Signature of Authorized Official Date Date 12. 1'r• I 5 Name and Title Name and Title MIX/ C_ Rn6C� arie- 1100 West 49th Street 2be 1"Y C�/ M4r Address Address /24"1 1-eorbrei -_ Austin, TX 78756-4204 ` City, State, Zip City, State, Zip COrruS ehvi J11 Tx' 7g401 Telephone Number Telephone Number 36,1. 322.O E-mail Address E-mail Address M ' , @ GG1"e7r35.c'd" pproved as to for i I p As tai Cit) (i)ey D'0 :C2)0111, ATTEST: tt REBECCA HUERTA For ity A •rney CITY SECRETARY �� COUNCIL•- ��..�� I Budget Summary Organization Name: Corpus Christi Public Health District Program ID: TB/PC-FED Contract Number: 2015-002508-01 Budget Categories Budget Categories DSHS Funds Cash Match In Kind Match Category Total Requested Contributions Personnel $23,576.00 $8,106.00 $0.00 $31,682.00 Fringe Benefits $14,056.00 $4,833.00 $0.00 $18,889.00 Travel $8,633.00 $0.00 $0.00 $8,633.00 Equipment $0.00 $0.00 $0.00 $0.00 Supplies $7,565.00 $0.00 $0.00 $7,565.00 Contractual $0.00 $0.00 $0.00 $0.00 Other $10,863.00 $0.00 $0.00 $10,863.00 Total Direct Costs $64,693.00 $12,939.00 $0.00 $77,632.00 Indirect Costs $0.00 $0.00 $0.00 $0.00 Totals $64,693.00 $12,939.00 $0.00 $77,632.00 Page 16 of 16 1/28/2016 IntelliGrants TXDSHS-Document Page !* ' TEXAS Department of State Health Services My Home My Contracts My Archives My Training Materials I My Organization(s) I My Profile I Logout ADD NOTE ;CHECK GLOBAL ERRORS © Back Document Information: DCPS-2015-TB/PC-FED-00013 Parent Information: DCPS-2014-Corpus C-00001 Details You are here: > Renewal Menu > Forms Menu > Contract Execution Forms CERTIFICATION REGARDING LOBBYING Organization Name: Corpus Christi-Nueces County Public Health District Contract Number: 2015-002508-01 For contracts greater than$100,000,this attachment is applicable and must be signed as part of the contract agreement. CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS,GRANTS,LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or an employee of any agency,a member of congress,an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any federal contract,grant,loan,or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a member of congress federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit,an officer or employee of congress,or an employee of a member of congress in connection with this Standard Form-11,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants, and contracts under grants,loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less that$10,000 and not more than$100,000 for each such failure. Applicable • Non-Applicable Signature of Authorized Individual Date: Ms.Annette Rodriguez 10/21/2015 Navigation Links Status Page Name Note Created By Last Modified By EY' Certification Regarding Lobbying Ro2riguez,Ms.Annette 10/21/2015 10:45:28 AM iy Fiscal Federal Funding Accountability and Transparency Act(FFATA) Rodriguez,Ms.Annette Rodriguez,Ms.Annette Certification 10/21/2015 10:47:55 AM 10/21/2015 10:48:23 AM Signature Page Rodriguez,Ms.Annette Melchior,Patty 9/25/2014 9:46:32 AM 9/29/2014 11:22:51 AM https://cmps.dshs.texas.gov/ObjectPage2.aspx?omnID=99148&pgelD=17853 1/2 1/28/2016 IntelliGrants TXDSHS-Document Page * LikI* ' TEXAS NMI Department of State Health Services My Home My Contracts My Archives My Training Materials I My Organization(s) I My Profile I Logout ADD NOTE CHECK GLOBAL ERRORS © Back Document Information: DCPS-2015-TB/PC-FED-00013 Parent Information: DCPS-2014-Corous C-00001 Details You are here: > Renewal Menu > Forms Menu > Contract Execution Forms FISCAL FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT(FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law.If the Department later determines that the Contractor knowingly rendered an erroneous certification,DSHS may pursue all available remedies in accordance with Texas and U.S.law.Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances.If the Signor cannot certify all of the statements contained in this section,Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Organization Name Corpus Christi-Nueces County Public Health District Address 1702 Home Road City Corpus Christi State Texas Zip Code(9 digit) 78416 Payee Name City of Corpus Christi Address PO BOX 9277 City Corpus Christi State TX Zip Code(9 digit) 78469-9277 Vendor identification No. 17460005741 MailCode 027 Payee DUNS No.' 069457786 1.Did your organization have a gross income,from all sources,of more than$300,000 in your previous tax year? Yes • No Identify contact persons for FFATA Correspondence.' FFATA Contact Person#1 Name- Constance Sanchez Email' ConstanceP@cctexas.com Telephone (361)826-3227 FFATA Contact Person#2 Name- Alma Casas Email' Almac@cctexas.com Telephone' (361)826-3610 As the authorized representative of the Organization,I hereby certify that the statements made by me in this certification form are true,complete and correct to the best of my knowledge. E-Signature Ms.Annette Rodriguez Date 10/21/2015 Navigation Links Note Created By Last Modified By https://cm ps.dshs.texas.gov/Obj ectPage2.aspx?om nl D=99142&pgel D=17847 1/2 Fiscal Year 2015 Department of State Health Services Contract General Provisions (Core/Subrecipient) Contents ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE 5 Section 1.01 Contract Components 5 Section 1.02 Order of Precedence. 5 ARTICLE II COMPLIANCE AND REPORTING 5 Section 2.01 Compliance with General Provisions, Statutes and Rules. 5 Section 2.02 Compliance with Requirements of Solicitation Document. 5 Section 2.03 Reporting. 6 Section 2.04 Client Financial Eligibility. 6 Section 2.05 Applicable Contracts Law and Venue for Disputes 6 Section 2.06 Applicable Laws and Regulations Regarding Funding Sources. 6 Section 2.07 Statutes and Standards of General Applicability. 6 Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. 8 Section 2.09 Civil Rights Policies and Complaints. 9 Section 2.10 Licenses, Certifications,Permits,Registrations and Approvals 9 Section 2.11 Funding Obligation 10 Section 2.12 Whistleblower Protection. 10 Section 2.13 Federal Assistance Identification Number. 10 ARTICLE III S ERVICES 10 Section 3.01 Education to Persons in Residential Facilities 10 Section 3.02 Disaster Services 10 Section 3.03 Consent to Medical Care of a Minor 11 Section 3.04 Telemedicine Medical Services. 11 Section 3.05 Fees for Personal Health Services. 11 Section 3.06 Cost Effective Purchasing of Medications. 11 Section 3.07 Services and Information for Persons with Limited English Proficiency12 ARTICLE IV FUNDING 12 Section 4.01 Debt to State and Corporate Status. 12 Section 4.02 Application of Payment Due. 12 Section 4.03 Use of Funds. 12 Section 4.04 Use for Match Prohibited. 12 Section 4.05 Program Income 13 Section 4.06 Nonsupplanting. 13 ARTICLE V PAYMENT METHODS AND RESTRICTIONS 13 Section 5.01 Payment Methods 13 Section 5.02 Billing Submission 13 General Provisions(Core Subrecipient)2015 (Month Day,Year) 1 Section 5.03 Final Billing Submission 14 Section 5.04 Working Capital Advance 14 Section 5.05 Financial Status Reports (FSRs) 14 Section 5.06 Third Party Payors. 14 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 15 Section 6.01 Prompt Payment. 15 Section 6.02 Department Review. 15 Section 6.03 Withholding Payments. 15 Section 6.04 Condition Precedent to Requesting Payment 15 Section 6.05 Acceptance as Payment in Full. 15 ARTICLE VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS 16 Section 7.01 Allowable Costs. 16 Section 7.02 Independent Single or Program-Specific Audit. 17 Section 7.03 Submission of Audit. 17 ARTICLE VIII CONFIDENTIALITY 18 Section 8.01 Maintenance of Confidentiality 18 Section 8.02 Department Access to PHI and Other Confidential Information. 18 Section 8.03 Exchange of Client-Identifying Information. 18 Section 8.04 Security of Patient or Client Records 18 Section 8.05 HIV/AIDS Model Workplace Guidelines. 19 Section 9.01 Texas Public Information Act. 19 ARTICLE X RECORDS RETENTION 19 Section 10.01 Retention. 19 ARTICLE XI ACCESS,INSPECTION AND AUDIT OF RECORDS 19 Section 11.01 Access and Inspection. 19 Section 11.02 State Auditor's Office 20 Section 11.03 Responding to Deficiencies 20 Section 12.01 Child Abuse Reporting Requirement 20 Section 12.02 Significant Incidents. 21 Section 12.03 Litigation 21 Section 12.04 Contract or License Action Against the Contractor 21 Section 12.05 Insolvency. 21 Section 12.06 Misuse of Funds and Performance Malfeasance 22 Section 12.07 Criminal Activity and Disciplinary Action 22 Section 12.08 Retaliation Prohibited. 22 Section 12.09 Documentation. 23 ARTICLE XIII ASSURANCES AND CERTIFICATIONS 23 Section 13.01 Certification. 23 Section 13.02 Child Support Delinquencies. 24 Section 13.03 Authorization 24 Section 13.04 Gifts and Benefits Prohibited 24 Section 13.05 Ineligibility to Receive the Contract 24 General Provisions(Core Subrecipient)2015 (Month Day,Year) 2 Section 13.06 Antitrust 25 Section 13.07 Initiation and Completion of Work. 25 ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR 25 Section 14.01 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. 25 Section 14.02 Management and Control Systems 25 Section 14.03 Insurance. 26 Section 14.04 Fidelity Bond. 26 Section 14.05 Liability Coverage 26 Section 14.06 Overtime Compensation 27 Section 14.07 Program Site 27 Section 14.08 Cost Allocation Plan. 27 Section 14.09 No Endorsement 27 Section 14.10 Historically Underutilized Businesses (HUBs). 28 Section 14.11 Buy Texas 28 Section 14.12 Contracts with Subrecipient and Vendor Subcontractors. 28 Section 14.13 Status of Subcontractors. 29 Section 14.14 Incorporation of Terms in Subrecipient Subcontracts 29 Section 14.15 Independent Contractor. 29 Section 14.16 Authority to Bind. 30 Section 14.17 Tax Liability. 30 Section 14.18 Notice of Organizational Change. 30 Section 14.19 Quality Management. 30 Section 14.20 Equipment. 30 Section 14.21 Supplies. 30 Section 14.22 Changes to Equipment List 31 Section 14.23 Property Inventory and Protection of Assets. 31 Section 14.24 Bankruptcy. 31 Section 14.25 Title to Property. 31 Section 14.26 Property Acquisitions. 32 Section 14.27 Disposition of Property 32 Section 14.28 Closeout of Equipment. 32 Section 14.29 Assets as Collateral Prohibited. 32 ARTICLE XV GENERAL TERMS 32 Section 15.01 Assignment 32 Section 15.02 Lobbying. 33 Section 15.03 Conflict of Interest. 33 Section 15.04 Transactions Between Related Parties 34 Section 15.05 Intellectual Property. 34 Section 15.06 Other Intangible Property. 35 Section 15.07 Severability and Ambiguity. 35 Section 15.08 Legal Notice. A 35 Section 15.09 Successors. 35 Section 15.10 Headings 36 Section 15.11 Parties 36 General Provisions(Core Subrecipient)2015 (Month Day,Year) 3 Section 15.12 Survivability of Terms. 36 Section 15.13 Direct Operation. 36 Section 15.14 Customer Service Information. 36 Section 15.15 Amendment. 36 Section 15.16 Contractor's Notification of Change to Certain Contract Provisions. 37 Section 15.17 Contractor's Request for Revision of Certain Contract Provisions. 37 Section 15.18 Immunity Not Waived. 38 Section 15.19 Hold Harmless and Indemnification. 38 Section 15.20 Waiver. 38 Section 15.21 Electronic and Information Resources Accessibility and Security Standards. 38 Section 15.22 Force Majeure. 40 Section 15.23 Interim Contracts 40 Section 15.24 Cooperation and Communication. 41 ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 41 Section 16.03 Notice of Remedies or Sanctions 42 Section 16.04 Emergency Action. 42 ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT 43 Section 17.01 Breach of Contract Claim. 43 Section 17.02 Notice 43 Section 17.03 Sole Remedy. 43 Section 17.04 Condition Precedent to Suit. 43 Section 17.05 Performance Not Suspended 43 ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION 44 Section 18.01 Expiration of Contract or Program Attachment(s). 44 Section 18.02 Effect of Termination. 44 Section 18.03 Acts Not Constituting Termination. 44 Section 18.04 Termination or Temporary Suspension Without Cause. 44 Section 18.05 Termination For Cause. 45 Section 18.06 Notice of Termination 46 ARTICLE XIX VOID, SUSPENDED,AND TERMINATED CONTRACTS 46 Section 19.01 Void Contracts. 46 Section 19.02 Effect of Void, Suspended,or Involuntarily Terminated Contract. 46 Section 19.03 Appeals Rights 47 ARTICLE XX CLOSEOUT 47 Section 20.01 Cessation of Services At Closeout 47 Section 20.02 Administrative Offset. 47 Section 20.03 Deadline for Closeout. 47 Section 20.04 Payment of Refunds. 47 Section 20.05 Disallowances and Adjustments. 48 General Provisions(Core Subrecipient)2015 (Month Day,Year) 4 ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE Section 1.01 Contract Components. As used in herein,the"Contract"consists of the following documents: a)the Core Contract and the Program Attachment(s)or statements of work,including all attachments, b)addenda or amendments thereto and these General Provisions; c)the solicitation document,including all attachments,addenda or amendments thereto;and d)the response,proposal or application submitted by Contractor in response to the solicitation document. Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract component document,the conflict will be resolved in the above order of priority. ARTICLE II COMPLIANCE AND REPORTING Section 2.01 Compliance with General Provisions, Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with these General Provisions, 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 terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 2.02 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 5 Section 2.03 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 2.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 2.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract 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 2.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget(OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtin. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 2.07 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) General Provisions(Core Subrecipient)2015 (Month Day,Year) 6 Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.; 2)Title IX of the Education Amendments of 1972,20 USC §§ 1681-1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC § 794(a);4)the Americans with Disabilities Act of 1990,42 USC §§12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970,42 USC § 290dd(b)(1); 7)45 CFR Parts 80,84,86 and 91; 8)U.S.Department of Labor, Equal Employment Opportunity E.O. 11246; 9)Tex.Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC § 200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912, §§523 and 527,42 USC § 290dd-2, and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 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 1986,8 USC § 1324a,and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; 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 (PL 93-348 and PL 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. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 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 borne 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 (PL 93- 234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §1251 et seq.; 7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) General Provisions(Core Subrecipient)2015 (Month Day,Year) 7 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 II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC §§ 276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC §§ 327-333),regarding labor standards for federally-assisted construction subagreements; 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) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States, Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g)(22 USC § 7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of the Contract; t) Whistleblower Protection Enhancement Act(5 U.S.C.2302(b)(8))and Texas Whistleblower Act(Tex. Gov. Code Chapter 554); and u) 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,Contractor shall,and shall cause its subcontractors to,comply with additional state or federal requirements found in the Notice of Grant Award 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 2.08 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 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). General Provisions(Core Subrecipient)2015 (Month Day,Year) 8 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,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder; and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health&Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions 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,Tex. 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 2.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor 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— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice@hhsc.state.tx.us Section 2.10 Licenses, Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 9 Section 2.11 Funding Obligation. This Contract is contingent upon the 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 of 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. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. Section 1.03 Section 2.12 Whistleblower Protection. Contractor shall include the Whistleblower Protection Enhancement Act and Texas Whistleblower Act protections to grantees, their subgrantees and subcontractors and Contractor must inform its employees of whistleblower rights and remedies. Section 1.04 Section 2.13 Federal Assistance Identification Number. Contractor shall include the Federal Assistance Identification Number(FAIN) on each subaward under a Federal award to enable reporting of expenditures according to the FAIN. As a condition of the award, Federal agencies require that all recipients document the assigned FAIN on each subaward under the Federal award. ARTICLE III S ERVICES Section 3.01 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 3.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man-made, criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies; patient evacuation;in-hospital care and hospital facility status;food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information;vector control and veterinary services;and victim identification and mortuary services. 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 10 Section 3.03 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 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 3.04 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 3.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health& Safety Code § 12.032, DSHS Rule §1.91 covering Fees for Personal Health Services, and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 3.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. General Provisions(Core Subrecipient)2015 (Month Day,Year) 11 Section 3.07 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. ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 4.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 4.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 4.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. General Provisions(Core Subrecipient)2015 (Month Day,Year) 12 Section 4.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in UGMS §_.25(g)(2), for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions, the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels, in part,upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes and under the conditions specified in this Contract. Section 4.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s)and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 5.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 13 Section 5.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than forty-five(45) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than forty-five(45) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis, subject to the availability of funding, and only for an extenuating circumstance, such as a catastrophic event, natural disaster, or criminal activity that substantially interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 5.04 Working Capital Advance. If allowed under this Contract, a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm. Section 5.05 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for Department review and financial assessment. Contractor shall submit the final FSR no later than forty-five(45) calendar days following the end of the applicable term. Section 5.06 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to, 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 who are General Provisions(Core Subrecipient)2015 (Month Day,Year) 14 otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted, in which case the thirty(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 VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Section 6.02 Department Review. 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 or review and recoupment of payments by the Department. Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures, disallowed costs, or overpayments that Contractor has not refunded to Department, or if financial status report(s)required by the Department are not submitted by the date(s) due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 6.04 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 6.05 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code § 444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants, and Contractor shall not seek additional reimbursement or payment for services or goods from clients General Provisions(Core Subrecipient)2015 (Month Day,Year) 15 or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 7.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented,pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within thirty(30) calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-110 (2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the federal or state awarding agency General Provisions(Core Subrecipient)2015 (Month Day,Year) 16 A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 7.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB) Circ. No. A-133, the Single Audit Act of 1984, P L 98- 502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The $500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in state funds awarded, Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable, for their program-specific audits. The HHSC Office of Inspector General (OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30) calendar days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state governmental entity, shall competitively re-procure independent single audit services at least every six (6) years. Section 7.03 Submission of Audit. Within thirty(30) calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support, Mail Code Office of Inspector General 1326 Compliance/Audit, Mail Code 1326 P.O. Box 149347 P.O. Box 85200 Austin,Texas 78714-9347 Austin,Texas 78708-5200 Electronic submission to DSHS should be addressed as follows: COSContractAdministration(adshs.state.tx.us Electronic submission to HHSC should be addressed as follows: Queenah.Teamah@hhsc.state.tx.us General Provisions(Core Subrecipient)2015 (Month Day,Year) 17 If Contractor fails to submit the audit report as required by the Independent Single or Program- Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VIII CONFIDENTIALITY Section 8.01 Maintenance of Confidentiality. Contractor shall maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information(PHI), and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws, rules and regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); Tex. Health& Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 8.02 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 8.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health& Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health & Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex. Health& Safety Code § 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 8.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 18 Section 8.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex.Health& Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at http://www.dshs.state.tx.us/hivstd/policy/policies.shtm. ARTICLE IX REQUIRED DISCLOSURES Section 9.01 Texas Public Information Act. Notwithstanding any provision in this Contract to the contrary, the Department will comply with the Texas Public Information Act,Texas Government Code, Chapter 552, as interpreted by judicial opinions and the opinions of the Attorney General of the State of Texas. If Contractor is not a state agency, institution of higher education or other governmental entity, then Contractor is required to make any information created or exchanged with the state pursuant to a contract, which is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE X RECORDS RETENTION Section 10.01 Retention. Contractor shall retain and preserve records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4) years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,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)and(c)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 XI ACCESS, INSPECTION AND AUDIT OF RECORDS Section 11.01 Access and Inspection. 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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 19 authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, OIG, and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records, client and patient records, if any, and Contractor's personnel records and governing body personnel records), books, papers or documents related to this Contract; and the right to interview members of Contractor's governing body, staff, volunteers,participants and clients concerning the Contract, Contractor's business and client services. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. 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 11.02 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 11.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection, program or management review 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 may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. ARTICLE XII NOTICE REQUIREMENTS Section 12.01 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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 20 (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 comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dshs.state.tx.us/childabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 12.02 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 12.03 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 12.04 Contract or License Action Against the Contractor. Contractor shall notify the contract manager assigned to the Contract 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; the date of the suspension or termination; 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 12.05 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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 21 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's governing body. Section 12.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment, any knowledge of debarment, suspected fraud,program abuse,possible illegal expenditures,unlawful activity, or violation of financial laws, rules,policies, and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that 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 SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oig.hhs.gov/fraud/hotline/no later than three(3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 12.07 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 an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 12.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule,regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. General Provisions(Core Subrecipient)2015 (Month Day,Year) 22 Section 12.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XIII ASSURANCES AND CERTIFICATIONS Section 13.01 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 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 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 23 Section 13.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child support obligor who is more than thirty(30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive 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 13.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and, if applicable, 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 13.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity,present or future employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 13.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004 and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor, nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development, drafting or preparation of specifications, requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 24 Section 13.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code § 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 13.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 14.01 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing body shall ensure separation of powers, duties, and functions of governing body members and staff. Staff members, including the executive director, shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body, or officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two (2) years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 14.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments, which is available at the Department's web site: http://www.dshs.state.tx.us/contracts/cfpm.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during General Provisions(Core Subrecipient)2015 (Month Day,Year) 25 the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include, at a minimum, the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract,and original source documentation substantiating that costs are specifically and solely allocable to a Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 14.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 14.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or(2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify, and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 14.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit General Provisions(Core Subrecipient)2015 (Month Day,Year) 26 corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 14.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: 1) with the prior written approval of DSHS; 2) temporarily, in the case of an emergency or an occasional operational bottleneck; 3) when employees are performing indirect functions, such as administration, maintenance, or accounting; 4) in performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5) when lower overall cost to DSHS will result. Section 14.07 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 14.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347,Austin,Texas 78714-9347, or by email to mailto:coscap(a)dshs.state.tx.us no later than the 60th calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30) calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm. Section 14.09 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, General Provisions(Core Subrecipient)2015 (Month Day,Year) 27 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. Section 14.10 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.10 et seq. Contractors may obtain a list of HUBs at http://www.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 from the Department's HUB Coordinator of the revised plan 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 15th day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin. Code § 20.16(b). Section 14.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code § 2155.4441. Section 14.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. Contracts with all subcontractors, whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN)or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s)or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). General Provisions(Core Subrecipient)2015 (Month Day,Year) 28 Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). Section 14.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements; have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3) years any license issued by the Department. Section 14.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification(except as required to make applicable to the subcontractor), (1)the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3) a provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 14.13 or any of the certifications stated in the Assurances and Certifications Article, Contractor shall submit an explanation to the contract manager assigned to the Program Attachment . If the subcontractor's status with respect to the items certified in Section 14.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment . Section 14.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. General Provisions(Core Subrecipient)2015 (Month Day,Year) 29 Section 14.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 14.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. 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 14.18 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 the Contractor's name; contact information; key personnel, officer, director or partner; 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 14.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 14.20 Equipment. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form as required under Section 14.23. Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 14.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs,janitorial supplies, office supplies,patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than General Provisions(Core Subrecipient)2015 (Month Day,Year) 30 $5,000: desktop and laptop computers (including notebooks, tablets and similar devices),non- portable printers and copiers, emergency management equipment, communication devices and systems,medical and laboratory equipment, and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required, but such purchases must be reported on the Contractors Property Inventory Form as detailed under Section 14.23. Section 14.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment, a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request, as appropriate; or, in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 14.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15`h of each year. The report is located on the DSHS website at http://www.dshs.state.tx.us/contracts/fonns.shtm. Contractor shall maintain,repair, and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 14.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that the property, equipment and supplies be returned to DSHS. Section 14.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason, title to any remaining equipment and supplies purchased with funds under this Contract General Provisions(Core Subrecipient)2015 (Month Day,Year) 31 reverts to Department. Title may be transferred to any other party designated by Department. The Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 14.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 14.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's) "Estimated Useful Lives of Depreciable Hospital Assets"in disposing, at any time during or after the Contract term, of equipment purchased with the Department funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000) will be controlled by the requirements of UGMS. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. Section 14.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout) or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions, which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. Section 14.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XV GENERAL TERMS Section 15.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. General Provisions(Core Subrecipient)2015 (Month Day,Year) 32 Section 15.02 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 and UGMS). 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 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 also comply, as applicable, with the lobbying restrictions and requirements in 2 CFR Part 230 (OMB Circulars A-122), Appendix B paragraph 25; 2 CFR Part 225 (A-87) Appendix B section-24; 2 CFR §215.27(A-110) and 2 CFR Part 220 (A-21) Appendix A, subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 15.03 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 the Department or HHSC, their commissioners 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 ten(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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 33 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 15.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. 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 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. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars, which may include 45 CFR part 74, OMB Circ.No. A-110, 2 CFR § 215.42, and UGMS. Section 15.05 Intellectual Property. Tex. Health& Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its 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 made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors General Provisions(Core Subrecipient)2015 (Month Day,Year) 34 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 trademarks 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 15.06 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 with a value of$500 or more, etc. Contractor shall inventory all such non-copyrightable intangible property. 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 15.07 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 15.08 Legal Notice. A ny 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 15.09 Successors. This Contract will be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. General Provisions(Core Subrecipient)2015 (Month Day,Year) 35 Section 15.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 15.11 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 15.12 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 15.13 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 15.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 15.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 36 Section 15.16 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; c) cumulative budget transfers that exceed 25%among direct cost categories, other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 15.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be made through a Contractor's Revision Request, rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions, Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may General Provisions(Core Subrecipient)2015 (Month Day,Year) 37 indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 15.18 Immunity Not Waived. The Parties expressly agree that no provision of this contract is in any 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 15.19 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments; and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors,joint venture participants or agents under this Contract. Section 15.20 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 Party's rights under this Contract. Section 15.21 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' 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 or permitted to access. 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. 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 product/service. (b) Definitions. 1. "Accessibility Standards"means the Electronic and Information Resources Accessibility Standards in 1 TAC Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 TAC 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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 38 telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. 3. "Electronic and Information Resources Accessibility Standards means the accessibility standards for electronic and information resources contained in Volume 1 Texas Administrative Code chapter 213. 4. "Web Site Accessibility Standards/Specifications"means standards contained in Volume 1 Texas Administrative Code Chapter 206. 5. "Products"means information resources technologies that are, or are related to, EIR. (c) Accessibility Requirements. Under Texas Government Code Chapter 2054, Subchapter M, and implementing rules of the Department of Information Resources (DIR), DSHS must 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 must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. (d) Evaluation, Testing and Monitoring. 1. 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 the 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. 2. Contractor agrees to 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. (e) Representations and Warranties. 1. 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. 2. 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. 3. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. General Provisions(Core Subrecipient)2015 (Month Day,Year) 39 4. 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. (f) Remedies. 1. Pursuant to Texas Government Code §2054.465, neither Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Texas Government Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. 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 15.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations, as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including,but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order, or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure 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 15.23 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 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 40 Section 15.24 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 XVI BREACH OF CONTRACT AND REMEDIES FOR NON- COMPLIANCE Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract, including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract;or h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 16.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. 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 and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine 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 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 or reimbursement for services provided from the effective date of termination; General Provisions(Core Subrecipient)2015 (Month Day,Year) 41 b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract,and/or (2)discontinue incurring expenses otherwise allowable under 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 and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; Section 16.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced), stating the nature of the remedies and sanction(s), the reasons for imposing them, the corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen(15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response must state how Contractor shall correct the noncompliance(corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute,regulation, rule, or guideline, Department's decision is final. Department will provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 16.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An"emergency"is defined as the following: General Provisions(Core Subrecipient)2015 (Month Day,Year) 42 a) 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 or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct 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 XVII CLAIMS AGAINST THE DEPARTMENT Section 17.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§ 4.11-4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 17.02 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 Tex. Gov Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice 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 Tex. Gov. Code Chapter 2260, subchapter C. Section 17.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 17.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 17.05 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 Subrecipient)2015 (Month Day,Year) 43 ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION Section 18.01 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 18.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable, to DSHS or 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 the Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS, and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 18.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a Program Attachment; (3)refusal to extend a Program Attachment or award additional funds to make a competing or noncompeting continuation, renewal, extension, or supplemental award; (4) non-renewal of a contract or Program Attachment at Department's sole discretion; or(5) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 18.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 44 b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or 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 a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 18.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives,by giving at least thirty(30) calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code §§ 2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments 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 General Provisions(Core Subrecipient)2015 (Month Day,Year) 45 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; 9) a petition is filed 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; h) Contractor's management system does not meet the UGMS management standards; or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. Section 18.06 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 XIX VOID, SUSPENDED, AND TERMINATED CONTRACTS Section 19.01 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 19.02 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 Any renewal or increase of funding for an existing contract, 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 to the Contractor is subject to recoupment by DSHS. General Provisions(Core Subrecipient)2015 (Month Day,Year) 46 Section 19.03 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 XX CLOSEOUT Section 20.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or 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 the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment, or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration(with no renewal) or non-renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 20.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 20.03 Deadline for Closeout. Contractor shall submit all financial,performance, and other Closeout reports required under this Contract within forty-five(45) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within forty-five (45) calendar days after the Contract or Program Attachment end date. Section 20.04 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. General Provisions(Core Subrecipient)2015 (Month Day,Year) 47 Section 20.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions. General Provisions(Core Subrecipient)2015 (Month Day,Year) 48