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HomeMy WebLinkAboutContract 36043 CITY SECRETARY CONTRACT NO , DEPARTMENT OF STATE HEALTH SERVICES P This contract, number 2008-023573 (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 FORT WORTH DEPARTMENT OF PUBLIC HEALTH (Contractor), a Government Entity, (collectively,the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $67,305.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2007 and ends on 08/31/2008. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code. Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2008-023573-001 IMMUNIZATIONT BRANCH - LOCALS c. General Provisions (Sub-recipient) d. Solicitation Document(s), and e. Contractor's response(s)to the Solicitation Document(s). f. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herertr. 92648-1 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, th'len the Solicitation Document, if any, and then Contractor's response to the Solicitation Documen , if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CIT OF FORT WORTH Address: 1000 THROCKMORTON ST FORT WORTH, TX 76102-6311 Vendor Identification Number: 17560005286051 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. 92648-I By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES FORT WORTH DEPA EN OF PUBLIC ALTH By: By:_ Signature of Authorized Official Signature 1U L3 Date Date Joe Paniagua, Assistant City Manager Bob Burnette, C.P.M., CTPM Printed Name and Title c/o 1800 University Dr. #232 Director, Client Services Contracting Unit Address Fort Worth, TX 76107 1100 WEST 49TH STREET AUSTIN,TEXAS 78756 City, State, Zip 817.871.7201 (512) 458-7470 Telephone Number Daniel.Reimer@fortworthgov.org Bob.Bumette@dshs.state.tx.us E-mail Address for Official Correspondence APPROVED AS TO FORM ARID EGA TY: AS IST NT CITY TOR Y Attested By r � ' Marty Hey, "-itv Secreta ,ontxa t Auth ri at" -�,a.a Date 92648 1 ?_._ ?-PARTME" T C 2TI, "IEP 2 7 PH 2: 53 FISCAL YEAR 2008 PERFORMANCE CONTRACT GENERAL PROVISIONS (Core/Subrecipient) TABLE OF CONTENTS ARTICLE I COMPLIANCE AND REPORTING 1 1.01 Compliance with Statutes and Rules 1 1.02 Compliance with Requirements of Solicitation Document 1 1.03 Reporting 1 1.04 Client Eligibility 1 1.05 Applicable Contracts Law and Venue for Disputes 1 1.06 Applicable Laws and Regulations Regarding Funding Sources 2 1.07 Statutes and Standards of General Applicability 2 1.08 General Provisions Applicable to Interagency & Interlocal Contracts 4 ARTICLE II SERVICES 5 2.01 Education to Persons in Residential Facilities 5 2.02 Disaster Services 5 2.03 Consent to Medical Care 5 2.04 Telemedicine Medical Services 6 2.05 Fees for Professional Health Services 6 2.06 Cost Effective Purchasing of Medications 6 ARTICLE III FUNDING 6 3.01 Debt to State and Corporate Status 6 3.02 Application of Payment Due 7 3.03 Use of Funds 7 3.04 Use for Match Prohibited 7 3.05 Program Income 7 3.06 Nonsupplanting 7 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 8 4.01 Payment Methods 8 4.02 Billing Submission 8 4.03 Final Billing Submission 8 4.04 Working Capital Advance 8 4.05 Financial Status Reports (FSRs) 8 4.06 Third Party Payors 9 ARTICLE V TERMS AND CONDITIONS OF PAYMENT 9 5.01 Prompt Payment 9 5.02 Withholding Payments 9 5.03 Condition Precedent to Requesting Payment 9 5.04 Acceptance as Payment in Full 10 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS General Provisions(Core Subrecipient 2008) Table of Contents 6/12/2007 1 l J 10 6.01 Independent Audit 10 6.02 Allowable Costs 10 6.03 Submission of Audit 11 ARTICLE VII CONFIDENTIALITY 12 7.01 Maintenance of Confidentiality 12 7.02 Use of PHI 12 7.03 Disclosure to Department 12 7.04 Department Access to PHI 12 7.05 Exchange of Client-Identifying Information 12 7.06 Security of Patient or Client Records 13 7.07 HIV/AIDS Model Workplace Guidelines 13 ARTICLE VIII RECORDS RETENTION 13 8.01 Retention 13 ARTICLE IX ACCESS AND INSPECTION 14 9.01 Access 14 9.02 State Auditor's Office 14 9.03 Responding to Deficiencies 14 ARTICLE X NOTICE REQUIREMENTS 15 10.01 Child Abuse Reporting Requirement 15 10.02 Significant Incidents 15 10.03 Litigation 15 10.04 Action Against Contractor 15 10.05 Insolvency 16 10.06 Misuse of Funds 16 10.07 Criminal Activity and Disciplinary Action 16 10.08 Retaliation Prohibited 16 10.09 Documentation 16 ARTICLE XI ASSURANCES AND CERTIFICATIONS 16 11.01 Certification 16 11.02 Child Support Delinquencies 17 11.03 Authorization 17 11.04 Gifts and Benefits Prohibited 17 11.05 Ineligibility to Receive the Contract 18 11.06 Antitrust 18 11.07 Initiation and Completion of Work 18 ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 18 12.01 Board Training 18 12.02 Duty of Compliance 18 General Provisions (Core Subrecipient 2008)Table of Contents 6/12/2007 2 12.03 Management and Control Systems 19 12.04 Insurance and Bonding 19 12.05 Fidelity Bond 19 12.06 Liability Coverage 20 12.07 Overtime Compensation 20 12.08 Program Site 20 12.09 Cost Allocation Plan 20 12.10 Reporting for Unit Rate and Fee for Service Contracts 21 12.11 Historically Underutilized Businesses (HUBs) 21 12.12 Buy Texas 21 12.13 Contracts with Subrecipient Subcontractors 21 12.14 Status of Subcontractors 22 12.15 Incorporation of Terms 22 12.16 Independent Contractor 22 12.17 Authority to Bind 22 12.18 Tax Liability 22 12.19 Notice of Organizational Change 23 12.20 Quality Management 23 12.21 Equipment and Controlled Assets Purchases 23 12.22 Supplies 23 12.23 Changes to Equipment List 23 12.24 Property Inventory and Protection of Assets 24 12.25 Bankruptcy 24 12.16 Title to Property 24 12.27 Property Acquisitions 24 12.28 Disposition of Property 24 12.29 Closeout of Equipment 25 12.30 Assets as Collateral Prohibited 25 ARTICLE XIII GENERAL TERMS 25 13.01 Assignment 25 13.02 Lobbying 25 13.03 Conflict of Interest 25 13.04 Transactions Between Related Parties 25 13.05 Intellectual Property 25 13.06 Other Intangible Property 27 13.07 Severability and Ambiguity 28 13.08 Legal Notice 28 13.09 Successors 28 13.10 Headings 28 13.11 Parties 28 13.12 Survivability of Terms 28 13.13 Direct Operation 28 13.14 Customer Service Information 28 13.15 Amendment 28 13.16. Contractor's Notification of Change to Certain Contract Provisions 29 General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007 3 13.17 Contractor's Request for Revision of Certain Contract Provisions 29 13.18 Immunity Not Waived 30 13.19 Hold Harmless 30 13.20 Waiver 30 13.21 Contracting with Executive Head of State Agency 30 13.22 Technology Accessibility 31 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 31 14.01 Actions Constituting Breach of Contract 31 14.02 General Remedies and Sanctions 32 14.03 Notice of Remedies or Sanctions 34 14.04 Emergency Action 35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT 35 15.01 Breach of Contract Claim 35 15.02 Notice 35 15.03 Sole Remedy 36 15.04 Condition Precedent to Suit 36 15.05 Performance Not Suspended 36 ARTICLE XVI TERMINATION 36 16.01 Expiration of Contract or Program Attachment(s) 36 16.02 Effect of Termination 36 16.03 Acts Not Constituting Termination 36 16.04 Termination Without Cause 37 16.05 Termination For Cause 37 16.06 Notice of Termination 39 ARTICLE XVII VOID,SUSPENDED AND TERMINATED CONTRACTS 39 17.01 Void Contracts 39 17.02 Effect of Void, Suspended or Involuntarily Terminated Contract 39 17.03 Appeals Rights 39 ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION 39 18.01 Cessation of Services at Closeout 39 18.02 Administrative Offset 40 18.03 Deadline for Closeout 40 18.04 Payment of Refunds 40 18.05 Disallowances and Adjustments 40 18.06 Contract Reconciliation 40 General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007 4 Fiscal Year 2008 Performance Contract General Provisions (Core/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements set forth in the Department's rules of general applicability and other applicable state and federal statutes, regulations and rules as such statutes, regulations and rules currently exist and as they may be lawfully amended. The Department rules are set forth in the Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard, or additional requirements beyond those required by applicable statutes, regulations or the Rules, the terms of the Contract shall control. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon the Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in the Contractor's response to the Solicitation Document shall constitute a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit a required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Eligibility. Where applicable, financial eligibility criteria, financial assessment procedures, and standards developed by the Department shall be utilized by Contractor to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, the Contract shall be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any suit shall be Travis County, Texas. General Provisions (Core Subrecipient 2008) 6/12/2007 1 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, shall apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies as well as Office of Management and Budget(OMB) Circulars, the Uniform Grant and Contract Management Act of 1981 (UGMA), TEx. Gov'T. CODE ch. 783, as amended, and Uniform Grant Management Standards (UGMS) as amended by revised federal circulars and incorporated in UGMS by the Governor's Budget and Planning Office. UGMA is located on the Internet at http://tlo2.tic.state.tx.us/statutes/statutes.htmi; the UGMS are located on the Internet at httn://www.governor.state.tx.us/divisions/stategrants/guidelines/files/UGMS062004 .doc. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreement §_.14. Section 1.07 Statutes and Standards of General Applicability. It is Contractor's responsibility to review and comply with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Contractor, Contractor agrees to comply with the following: a) The following statutes and DSHS policy that collectively prohibit discrimination on the basis of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse or religion: 1) Title VI of the Civil Rights Act of 1964,42 U.S.C.A. §§ 2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 U.S.C.A. §§ 1681- 1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.A. § 794(a); 4) the Americans with Disabilities Act of 1990, 42 U.S.C.A. §§ 12101 et seq.; 5) Age Discrimination Act of 1975, 42 U.S.C.A. §§ 6101-6107: 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 U.S.C.A. § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246, as amended and supplemented; 9) TEx. LAB. CODE. ch. 21; and 10) DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs; b) Drug Abuse Office and Treatment Act of 1972, 21 U.S.C.A. §§ 1101 et seq., relating to drug abuse; c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 290dd- 2, and 42 C.F.R. pt. 2, relating to confidentiality of alcohol and drug abuse patient records; d) Title VIII of the Civil Rights Act of 1968, 42 U.S.C.A. §§ 3601 et seq., relating to nondiscrimination in housing; e) Immigration Reform and Control Act of 1986, 8 U.S.C.A. § 1324a, regarding employment verification; f) Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non- use of all tobacco products; g) National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human General Provisions (Core Subrecipient 2008) 6/12/2007 2 subjects involved in research; h) Hatch Political Activity Act, 5 U.S.C.A. §§ 1501-1508 and 7321-26, which limits the political activity of employees whose employment is funded with federal funds i) Fa Labor Standards Act, 29 U.S.C.A. §§ 201 et seq., and the Intergovernn ental Personnel Act of 1970, 42 U.S.C.A. §§ 4701 et seq., as applicable, c ncerning minimum wage and maximum hours; j) TEX. Gov'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural barriers for persons with disabilities; k) Texas Workers' Compensation Act, TEx. LABOR CODE, chs. 401-406 28 TEx.ADMIN. CODE pt. 2, regarding compensation for employees' injuries; 1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code ch. 96 regarding safety standards for handling blood borne pathogens; n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; o) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq; 6) Federal Water Pollution Control Act, 33 USC §1251 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f- 300j; 8) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§300f-330j; 11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related to protecting certain rivers system; and 12) Lead- Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.) prohibiting the use of lead-based paint in residential construction or rehabilitation; p) Intergovernmental Personnel Act of 1970 (42 USC §§4278-4763 regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 C.F.R. Part 900, Subpart F); q) Titles II and III of the Uniform Relocation Assistance and Real Property General Provisions (Core Subrecipient 2008) 6/12/2007 3 Acquisition Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; r) Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally- assisted construction subagreements; s) National Historic Preservation Act of 1966, §106 (16 U.S.C. § 470), Executive Order 11593, and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSHS in complying with the Acts; t) Financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations;" and u) requirements of any other applicable statutes, executive orders, regulations and policies. If this Contract is funded by a grant, additional requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Section 1.08 General Provisions Applicable to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions shall not apply to Contractors that are State agencies or units of local government; and certain additional provisions shall apply to such Contractors. a) The following sections or portions of sections of these General Provisions shall not apply to interagency or interlocal contracts: 1) Hold Harmless; 2) Independent Contractor (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance and Bonding; 4) Liability Coverage; 5) Fidelity Bond; 6) Board Training; and 7) Historically Underutilized Businesses (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity). b) The following additional provisions shall apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act, 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 General Provisions (Core Subrecipient 2008) 6/12/2007 4 Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder. 3) DSHS certifies that it has the authority to enter into this Contract granted in Health and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. (c) The following additional provisions shall apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791. 2) Payments made by DSHS to Contractor shall be from current revenues available to DSHS. 3) Each party represents that it has been authorized to enter into this Contract. (d) Contractor agrees that Contract Revision Requests, when signed by a duly authorized representative of Contractor, shall be effective as of the effective date specified by the Department, whether that date is prior to or after the date of any ratification by Contractor's governing board. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department licensed and/or funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by TEx. EDVC. CODE § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by TEx.EDVC. CODE § 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation, health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Disaster services shall be carried out in the manner most responsive to the needs of the emergency, be cost effective, and be least intrusive on the primary services of the Contractor. Section 2.03 Consent to Medical Care. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, the treatment of a minor shall be provided only if consent to treatment is obtained pursuant to TEx. FAM. CODE, Chapter 32 General Provisions(Core Subrecipient 2008) 6/12/2007 5 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 shall supersede state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if a provider uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using protocol approved by the Contractor's medical director and utilizing equipment that complies with the equipment standards as required by the Department. Procedures of telemedicine service provision must include the following requirements: a) clinical oversight by the Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; 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 treatment services provided by electronic means under Rule §448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Health and Safety Code §12.032, DSHS Rule §1.91 covering Fees for Personal Health Services, and other applicable laws or grant requirements. The amount of a fee shall not exceed the actual cost of providing the services. No patient may be denied a service due to inability to pay. Section 2.06 Cost Effective Purchasing of Medications. Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to TEx. GOVT. 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, General Provisions(Core Subrecipient 2008) 6/12/2007 6 including a tax delinquency. Contractor, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§171.001 et seq, as amended). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 � Use of Funds. Contractor agrees that it shall expend Department funds only fdr the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this (Contract shall not be used for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, the addition alternative, as provided in UGMS § _.25(g)(2), for the use of program income shall be used by Contractor to further the program objectives of the state or federal statute under which the Program Attachment was made, and it shall be spent on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions and the Special Provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to the succeeding term. Program income not expended in the term in which it is earned shall be refunded to DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in utilizing it for the purposes and conditions set forth in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e., use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract) but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation General Provisions (Core Subrecipient 2008) 6/12/2007 7 substantiating that a reduction in local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS. Section 4.01 Payment Methods. Except as otherwise provided by the Special Provisions of this Contract, the payment method for each program shall be one of the following methods: (a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and successful submission of a request for reimbursement; (b) unit rate. This payment method is based on the set unit rate stated in the Program Attachment(s) and successful submission of all required forms; or (c) fee-for-service. This payment method is based on the agreed fee stated in the Program Attachment(s) and successful submission of all required forms. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s), Contractor shall submit requests for reimbursement or payment monthly within thirty (30) calendar days following the end of the month covered by the bill. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty (60) calendar days following the end of the applicable term will be denied. Consideration of requests for an exception will be made on a case-by-case basis subject to the availability of funding. Section 4.04 Working Capital Advance. If allowed under the 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 Division Contract Management Unit assigned to the Program Attachment to justify the need for a working capital advance. The working capital advance must be liquidated as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts. Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided, for contracts with categorical budgets, Contractor shall submit quarterly FSRs to Accounts Payable by the thirtieth calendar day of the month following the end of each quarter of the Program Attachment term for Department review and financial assessment. The final FSR must be submitted not later than 60 days following the General Provisions (Core Subrecipient 2008) 6/12/2007 8 end of the a licable term. Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local, and private funding sources. Except as provided in the Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall: (a) enroll as a provider in Children's Health Insurance Plan and Medicaid if providing approved services authorized under the Contract that may be covered by those programs, and bill those plans for the covered services; (b) provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for the deductible; (d) not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and (g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total 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 the Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (TEX. GOV'T. CODE, Chapter 2251). Contractor must comply with TEx. GOVT. CODE, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance is subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures 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 from funds available under this Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any General Provisions (Core Subrecipient 2008) 6/12/2007 9 advance payments from Department. Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients, and Contractor agrees to not seek additional reimbursement or payment for services or goods from clients. ARTICLE VI - ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Independent Audit. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded or at least $500,000 in federal funds awarded, Contractor must have a single audit or program- specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133, the Single Audit Act of 1984, Pub. L. 98-502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, Pub. L. 104-156, 110 Stat. 1396. The $500,000 federal threshold amount includes federal funds passed through by way of state agency awards. The audit shall be conducted by an independent certified, public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and Uniform Grant Management Standards (UGMS) located on the Internet at hqp://www.govemor.state.tx.us/divisions/state ants/guidelines/files/UGMS062004 .doc. Contractor shall procure audit services in compliance with state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a local government, shall not use the same accountant or accounting firm to conduct the independent audit for more than five consecutive years. Section 6.02 Allowable Costs. For services.satisfactorily performed pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost within the applicable term to be eligible for reimbursement under this Contract and prior to claiming reimbursement. DSHS shall determine whether costs submitted by Contractor are allowable and reimbursable. If DSHS has paid funds to Contractor for unallowable or ineligible costs, Contractor shall return the funds to DSHS within thirty (30) calendar days of written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s) required under the Financial Status Reports Section are not submitted by the date(s) due. DSHS may take repayment from funds available under any term of the Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include: General Provisions (Core Subrecipient 2008) 6/12/2007 10 Applicable Entity Applicable Cost Principles Audit Requirements Administrative Re uirements State, Local and OMB Circular A-87 OMB Circular A-133 UGMS, OMB Tribal and UGMS Circular A-102, Governments and applicable Federal awarding agency common rule Educational OMB Circular A-21 OMB Circular A-133 OMB Circular Institutions and UGMS A-110 and applicable Federal awarding agency common rule Non-Profit OMB Circular A-122 OMB Circular A-133 UGMS; OMB Organizations and UGMS Circular A-110 and applicable Federal awarding agency common rule For-profit 48 C.F.R. Part 31, Program audit UGMS and Organization other Contract Cost Principles conducted by an applicable than a hospital and Procedures,or uniform independent certified Federal awarding an organization cost accounting standards public accountant in agency common named in OMB that comply with cost accordance with rule Circular A-122 as principles acceptable to the Governmental not subject to that federal or state awarding Auditing Standards. circular. I agency OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports required by this section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the Texas Health and Human Services Commission (HHSC), Office of Inspector General (OIG), at the following addresses: Department of State Health Services Contract Oversight and Support, Mail Code 1326 1100 West 49t' St. Austin Texas 78756-3199 Texas Health and Human Services Commission Office of Inspector General Compliance/Audit Mail Code 1326 General Provisions (Core Subrecipient 2008) 6/12/2007 11 P.O. Box 85200 Austin, Texas 78708-5200 ARTICLE VII CONFIDENTIALITY. Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI), and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state law and Rules, including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164; Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable Rules. Section 7.02 Use of PHI. If Contractor is subject to HIPAA privacy regulations at 45 CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as defined in 45 CFR §164.501, only to carry out Contractor's duties under this Contract in accordance with the regulations. When using or disclosing PHI or when requesting PHI from another entity, Contractor must make reasonable efforts to limit the PHI to the minimum necessary to accomplish the intended purpose of the use,disclosure or request. Section 7.03 Disclosure to Department. Contractor is required to disclose PHI of patients or clients provided services funded through this Contract and other confidential information to Department upon request, or as otherwise required in other contract provisions or laws governing the release of client records or other confidential information. Section 7.04 Department Access to PHI. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI 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, including the Health Insurance Portability and Accountability Act(HIPAA) and the Privacy Standards adopted to implement HIPAA at 45 C.F.R. pts. 160 and 164, at § 164.512, and TEx. OCC.CODE ch. 159, at §§ 159.003 and 159.004. Section 7.05 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Health and Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law or rules. Contractor shall disclose information described in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Health and Safety Code §614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part General Provisions (Core Subrecipient 2008) 6/12/2007 12 164 or other applicable law. Section 7.06 Security of Patient or Client Records. Contractor must maintain patient and client records in compliance with state and federal law relating to security and, retention of medical or mental health and substance abuse patient records. Dep Iment may require Contractor to transfer original or copies of patient and client rec rds 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 D�HS upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another DSHS- funded contractor. Section 7.07 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 httt)://www.dshs.state.tx.us/hivstd/policy/pdf/090021.pdf. ARTICLE VIII RECORDS RETENTION. Section 8.01 Retention. Contractor shall retain records in accordance with the Department's State of Texas Records Retention Schedule, located at http://www.dshs.state.tK.us/records/schedules.shtm, Department Rules and other applicable state and federal statutes and regulations governing medical, mental health, and substance abuse information. 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 the Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, shall apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex Admin Code Title 22, Part 9, §165.1(b) and (c) or other applicable statutes and regulations governing medical information. Contractor shall ensure that this provision concerning records retention is included in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to the Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date General Provisions (Core Subrecipient 2008) 6/12/2007 13 Contractor ceases business or from the termination date of the Contract, whichever is sooner. Contractor shall provide the name and address of the party responsible for storage of records to the Division Contract Management Unit assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION. Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, Office of the Inspector General at HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is conducted and all records (including client and patient records, if any), books, papers or documents related to the Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to the Contract. Further, Contractor will ensure that information collected, assembled or maintained by the Contractor relative to this Contract is available to the Department for the Department to respond to requests that it receives under the Public Information Act. The Department and HHSC will have the right to audit billings both before and after payment. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor will ensure that this provision concerning the right of access to, and examination of, information related to the Contract is included in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. The Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. The Contractor further agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. Contractor will ensure that this provision concerning the authority to audit funds will apply to funds received indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in any subcontract it awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records will be conveyed in writing to Contractor. Contractor will submit, by the date prescribed by DSHS, a resolution to the deficiency in a program review or management or financial audit to the satisfaction of DSHS. 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(Core Subrecipient 2008) 6/12/2007 14 General Proveions. ARTICLE X NOTICE REQUIREMENTS. Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: HIV/STD; Family Planning (Titles V,X and XX); Primary Health Care; Maternal and Child Health; and WIC Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in TEX. FAM. CODE ch. 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 Checklist for Monitoring 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 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the Division Contract Management Unit assigned to the Program Attachment significant incidents involving substantial disruption of program operation or potentially affecting Department funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the Division Contract Management] Unit assigned to the Program Attachment of litigation related to or affecting thin Contract and to which Contractor is a party within seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, including environmental and civil rights matters, professional liability, and employee litigation. Notification shall include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 10.04 Action Against the Contractor. Contractor shall notify the Division Contract Management Unit assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity. Such notification shall include the reason for such action that includes the name and contact information of the local, state or federal department or agency or entity, the date of the contract, and the contract or case reference number. If the Contractor, as an organization, has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information to the Department by submitting a one page description of the reason(s) for such action that includes 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. General Provisions (Core Subrecipient 2008) 6/12/2007 15 Section 10.05 Insolvency. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of determination that Contractor is insolvent, incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachment of its plan to seek bankruptcy protection within three (3) working days of such action by the Contractor's board of directors. Section 10.06 Misuse of Funds. Contractor shall report to the Division Contract Management Unit assigned to the Program Attachment and to the State Auditor's Office (SAO), any knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, rules, policies and procedures related to performance under this Contract. Contractor shall make such report no later than three (3) working days from the date that the Contractor has knowledge or reason to believe such activity has taken place. Contractor shall make the report to the SAO at (800) TX-AUDIT, or by Internet at httv://www.sao.state.tx.us. Section 10.07 Criminal Activity and Disciplinary Action. Contractor shall notify in writing the Division Contract Management Unit assigned to the Program Attachment if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor has engaged in any activity that would constitute a criminal offense equal to or 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 convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three (3) working days from the date that the Contractor has knowledge or reason to believe such activity has taken place. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, or standard to the SAO, the Department, another state agency,or any federal, state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices. ARTICLE XI ASSURANCES AND CERTIFICATIONS. Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: General Provisions (Core Subrecipient 2008) 6/12/2007 16 a)! it is not 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; 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)i it is in good standing with all state and/or federal agencies that have a.contracting or regulatory relationship with Contractor; and 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. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the Division Contract Management Unit assigned to the Program Attachment. If Contractor's status with respect to the items certified above changes during the Contract,Contractor shall immediately notify the Division Contract Management Unit assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by TEX.FAM.CODE § 231.006, a child support obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state-funded grant or loan. If applicable, Contractor agrees to maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services set forth in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of the Contractor to act in connection with the Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, General Provisions(Core Subrecipient 2008) 6/12/2007 17 trip, favor, service or anything of monetary value-to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. Pursuant to TEx. GOVT. CODE Section § 2155.004 and federal law, Contractor is ineligible to receive this Contract if the Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor anyone acting for the Contractor has received compensation from DSHS for participation in the development, drafting or preparation of specifications, requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract is based. Contractor further certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract. Contractor acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and TEx. Bus. & COMM. CODE Section § 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding the bid with any competitor or any other person engaged in such line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under the Contract within the applicable time frame prescribed in the Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR. Section 12.01 Board Training. If they have not already done so within the preceding two (2) years, a majority of the board of directors of Contractor shall review the Department's board training in the format provided by the Department and shall verify in writing to the DSHS Contract Oversight and Support Section that the review took place. Written verification shall be submitted no later than the end of the first 'quarter of the Contract and shall be in the form required by the Department. This review shall be completed at least every two (2) years of consecutive funding from the Department, except that each member of the governing board of a Contractor that provides mental health services shall complete the board training review initially and then annually. The training may be viewed through the Contractor Board Training link on the DSHS website at http://www.dshs.state.tx.us/contractor.shtm. Section 12.02 Duty of Compliance. Contractor and its governing board, shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section General Provisions (Core Subrecipient 2008) 6/12/2007 18 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for- profit organizations. The responsibility of Contractor's governing board shall include: accountability for all funds and materials received from Department; compliance with Department Rules,policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing board shall ensure separation of powers, duties, and functions of board members and staff. Staff members, including the executive director, shell not serve as voting members of the Contractor's governing board. Ignorance of any Contract provisions or other requirements contained or referenced in this Contract shall not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.03 Management and Control Systems. Contractor shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual available at the Department's web site: http://www.dshs.state.tx.us/contracts. Those requirements shall include at a minimum: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems including accurate, correct, and complete accounting records that identify the source and application of funds provided under each Program Attachment of this Contract, and that support the information contained in required financial reports; and cost source documentation; and c) effective internal and budgetary controls; determination of reasonableness, allowableness, and allocability of costs; timely and appropriate audits and resolution of any findings; billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.04 Insurance and Bonding. Contractor shall maintain insurance or other means of replacing assets purchased with Department funds. Section 12.05 Fidelity Bond. Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. The fidelity bond or insurance shall provide for indemnification of losses occasioned by: (1) any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or (2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all General Provisions (Core Subrecipient 2008) 6/12/2007 19 monies and property received by virtue of his/her position or employment. Section 12.06 Liability Coverage. Contractor shall also maintain liability insurance coverage, referred to in TEx. GOVT. CODE § 2261.102, as "director and officer liability coverage,"where Contractor is a legal entity that is required to have directors and/or officers. This provision applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity that is required under Texas law to have directors and/or officers. 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 director or officer of Contractor damages Department's interests. Section 12.07 Overtime Compensation. Except as provided in this section, Contractor shall not use any of the funds provided by this Contract to pay the premium portion of overtime. Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: 1) with the prior approval of DSHS; 2) temporarily, in the case of an emergency or an occasional operational bottleneck; 3) when employees are performing indirect functions, such as administration, maintenance, or accounting; 4) in performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will result. Section 12.08 Program Site. All Contractors shall ensure that the location where services are provided is in compliance with all applicable local, state and federal zoning,building,health, fire, and safety standards. Section 12.09 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, 1100 W. 49t'. St. Austin, Texas 78756, except under the circumstance where a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as in the previous year, by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as that submitted to DSHS for the previous year. In the event that the Cost Allocation Plan changes during the Contract term, Contractor must submit a new Cost Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the effective date of the change. Cost Allocation Plan must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts. General Provisions (Core Subrecipient 2008) 6/12/2007 20 Section 12.10 Reporting for Unit Rate and Fee For Service Contracts. Contractor shall submit reports concerning unit rate and fee-for-service contracts to the Department in accordance with the requirements stated in the Department's Contractor's Financial Procedures Manual located at hqp://WWW.4hs.state.tx.us/contracts. Section 12.11 Historically Underutilized Businesses (HUBs). If Contractor was not required tD submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs as set forth in TEx. Gov'T CODE ch. 2161 and 1 TEX ADM. CODE § 111.12. Contractors may obtain a list of HUBs at hqp://www.tbpc.state.tx.us. 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 the Contract. Contractor agrees to make a good faith effort to subcontract with HUBs during the performance of this Contract and will report HUB subcontract activity to the Department's HUB Coordinator by the 15'h day of each month for the prior month's activity, if there was any such activity, in accordance with 1 TEX. ADM CODE §111.16(c). Section 12.12 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'T CODE § 2155.4441. Section 12.13 Contracts with Subrecipient Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into an agreement equaling $25,000 or twenty-five percent (25%) of a Program Attachment amount, whichever is greater, Contractor shall obtain written approval from DSHS. Contracts with subcontractors shall be in writing and include the following: a) Name and address of all parties; b) A detailed description of the services to be provided; c) Measurable method and rate of payment and total amount of contract; d) Clearly defined and executable termination clause; e) Beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or cover a term within the beginning and ending dates of the applicable Program Attachment(s); f) Access to inspect the work and the premises on which any work is performed, in accordance with the Access and Inspection Article in these General Provisions; and General Provisions(Core Subrecipient 2008) 6/12/2007 21 g) A copy of these General Provisions and a copy of the Statement of Work and any Special Provisions in the Program Attachment(s) applicable to the subcontract. Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall monitor both financial and programmatic performance and maintain pertinent records that shall be available for inspection by DSHS. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes and regulations and under this Contract. Contractor shall not contract with a subcontractor, at any tier, that is debarred or suspended or excluded from or ineligible for participation in federal assistance programs. Section 12.14 Status of Subcontractors. Contractor shall require that all subcontractors certify that they are in good standing with all state and federal funding and regulatory agencies; are not currently debarred, suspended, or otherwise excluded from participation in federal grant programs; are not delinquent on any repayment agreements; have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three (3) years any license issued by the Department. Section 12.15 Incorporation of Terms. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract, and provide that the subcontractor is subject to audit by DSHS, HHSC and the SAO. Section 12.16 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.17 Authority to Bind. The person or persons signing and executing this Contract on behalf of Contractor, or representing themselves as signing and executing this Contract on behalf of Contractor, warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.18 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. In the event that the Department discovers that Contractor has failed to remain current on a delinquent liability to the IRS, the Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. In the event of Contract General Provisions (Core Subrecipient 2008) 6/12/2007 22 termination der this section, the Department will not enter into a Contract with Contractor fo three(3)years from the date of termination. Section 12.19 Notice of Organizational Change. Contractor shall submit written notice to the Division Contract Management Unit assigned to the Program Attachment within ten business days of any change to the following: Contractor's name; contact information; key personnel, officer, director or partner; organizational structure; legal standing; or authority to do business in Texas. A change in Contractor's name requires an amendment to the Contract in accordance with the Amendments section of these General Provisions. Section 12.20 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.21 Equipment and Controlled Assets Purchases. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of $5,000 or more. Contractor must inventory equipment, and controlled assets,which include firearms regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more: desktop and laptop computers, non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Contractors on a cost reimbursement payment method shall comply with the requirements of the provisions in this Article concerning equipment. If purchase of equipment is approved in writing by the Department, Contractor is required to initiate the purchase of that equipment in the first quarter of the Contract or Program Attachment term, as applicable. Failure to initiate the purchase of equipment may result in loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the Division Contract Management Unit assigned to the Program Attachment. Section 12.22I Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. Section 12.23 Changes to Equipment List. All items of equipment purchased with funds under this Contract shall be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract shall be approved in writing by Department prior to purchase of equipment. Contractor shall submit to the Division Contract Management Unit assigned to the Program Attachment, a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request, as appropriate. General Provisions (Core Subrecipient 2008) 6/12/2007 23 Section 12.24 Property Inventory and Protection of Assets. Contractor shall maintain a nonexpendable personal property (equipment and controlled assets) inventory and submit an annual cumulative report to the Department's Contract Oversight and Support Section, Mail Code 1326, 1100 W. 49 St., Austin, Texas 78756, no later than October 15t' of each year. The form for this report (Form GC- 11) is located on the DSHS website at htty://www.dshs.state.tx.us/contracWforms.shtm. Contractor shall administer a program of maintenance, repair, and protection of assets under this Contract so as to assure their full availability and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided under this Contract, it shall use the proceeds to repair or replace said assets. Section 12.25 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the bankruptcy, and title shall revert to Department. Section 12.26 Title to Property. At the conclusion of the contractual relationship between the Department and the Contractor, for any reason, title to any remaining equipment and supplies purchased from funds under this Contract 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 12.27 Property Acquisitions. Department funds may not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property is not allowable. Section 12.28 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 or controlled assets purchased with the Department funds, except when federal or state statutory requirements supersedes, or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment or controlled asset is equal to or greater than $10,000. All other equipment and controlled assets 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 $10,000) shall be controlled by the requirements of UGM. 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 $10,000, Contractor shall request disposition approval and instructions in writing from the Department's Contract Oversight and Support Section, Mail Code 1326, 1100 W. 49 St., Austin, Texas 78756. After an item reaches the end of its useful life, Contractor must ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. General Provisions (Core Subrecipient 2008) 6/12/2007 24 Section 12.29 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), Contractor shall submit to the Divisions Contract Management Unit assigned to the Program AbAchment, an inventory of property purchased with Department funds and request disposition instructions for such property. All property purchased with Department funds shall be secured by the Contractor at the time of Closeout and shall be returned to the Department as required by the Department's disposition instructions or at the request of the Department at the Contractor's expense. Section 12.30 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber property purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS. Section 13.01 Assignment. Contractor will not transfer, assign, or sell its interest, in whole or in part, in this Contract, or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with GOV. CODE §556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract to pay any person for influencing or attempting to influence an officer or employee of any agency, federal or state, 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 U.S.C.A. § 1352, as amended, and UGMS). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the Division Contract Management Unit assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with the 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 the Contract; upon execution of the Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the Division Contract Management Unit assigned to the Program Attachment. Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in OMB Circulars A-122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section_.27 and A-21 paragraphs 17 and 24. Contractor shall include this provision in any subcontracts. General Provisions (Core Subrecipient 2008) 6/12/2007 25 Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not have nor shall it knowingly acquire any financial or other interest that would conflict in any manner with the performance of its obligations under this Contract. Potential conflicts of interest include, but are not limited to,an existing or potential business or personal relationship between Contractor, its principal (or a member of the principal's immediate family), or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to the Program Attachment the name, address and telephone number of the related party, how the party is related to the Contractor and the work the related party will perform under the Contract. A related party is a person or entity related to the Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. The Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of the Contractor. Contractor shall comply with TEx.GoV T CODE ch. 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 C.F.R. part 74, OMB Circ. No. A- 110 (Rev. 11/19/93, as further amended 09/30/99), 2 CFR §215.42, and UGMS. Section 13.05 Intellectual Property. Texas Health and Safety Code §12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. (a) "Intellectual property" means created property that may be protected under copyright,patent, or trademark/service mark law. (b) For purposes of this Contract intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSHS, or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. DSHS shall have the right to obtain and hold in its name any and all patents, copyright, registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. General Provisions (Core Subrecipient 2008) 6/12/2007 26 Contractor must give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. (c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves 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 shall be to the effect that "This publication was made possible by grant number from (federal awardinp, agency " or "The project described was supported by grant number from (federal awarding agency)" and "Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the federal awarding agency)." (d) In the event the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty-free, nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for DSHS, public health, and state governmental noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an invention, discovery, or improvement to any process, machine, manufacture, or composition of matter; products; technology; scientific information; trade secrets; and computer software, :in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2) any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. (e) If the results of the contract performance are subject to copyright law, the Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the Division Contract Management Unit assigned to the Program Attachment. Section 13.061 Other Intangible Property. At the conclusion of the contractual relationship between Department and the Contractor, for any reason, Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under the Contract or under any grant that funds this Contract, such as domain names, URLs, etc. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of the Contract. General Provisions (Core Subrecipient 2008) 6/12/2007 27 Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address first given above (or at such other address as the Party shall specify to the other Party in writing) or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. The Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in the Contract are for convenience of reference only and shall not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by this document, and are capable of understanding the terminology and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason shall not release either party from any liabilities or obligations set forth in this Contract that (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or (c) by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. The Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health and safety of clients and/or participants served by the Contractor, and there are no reasonable alternatives available. Section 13.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of TEx.GOV'T CODE ch. 2114 regarding Customer Service surveys. Section 13.15 Amendment. Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of these General Provisions. General Provisions (Core Subrecipient 2008) 6/12/2007 28 Contractor's request for certain budget revisions or other amendments must be submitted in writing, including a justification for the request, to the Division Contract Management Unit assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS shall not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this Section; and DSHS may not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Section. Section 13.161 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to the Contract without a written amendment or the Department's prior approval: 1) Contractor's contact person and contact information. 2) Contact information for key personnel, as stated in the application. 3) Cumulative budget line item transfers that exceed 10% among direct cost categories other than the equipment category, of cost reimbursement contract Program Attachments of less than $100,000, provided that the total budget amount is unchanged. 4) Minor corrections or clarifications to the Contract language that in no way alter the Contract scope of work, objectives or performance measures. 5) A change in the Contractor's share of the budget concerning non-DSHS funding other than program income and match, regardless of the amount of the change, provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten days shall notify in writing the Division Contract Management Unit assigned to the Program Attachment of any change enumerated in this section. The notification may be by letter, fax or email. Section 13.17, Contractor's Request for Revision of Certain Contract Provisions. 'The following changes to the Contract may be made through a Contractor's Revision Request, rather than through the amendment process: 1) Cumulative budget line item transfers among direct cost categories other than the equipment category that exceed 10% of cost reimbursement contract Program Attachments of $100,000 or more, provided that the total budget amount is unchanged. 2) Line item transfer of funds for direct payment of training allowances for any cost reimbursement contract. 3) Change in clinic hours or location. 4) Change in equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget, (Ex. purchase of XYZ brand computer General Provisions (Core Subrecipient 2008) 6/12/2007 29 instead of approved ABC brand computer with essentially identical features as the XYZ computer). 5) Changes in the equipment category of a previously approved equipment budget (other than acquisition of additional equipment, which requires an amendment to the Contract). 6) Changes specified in applicable cost principles as requiring prior approval, regardless of dollar threshold. 7) Changes to community sites, independent school districts or schools, in substance abuse Program Attachments. In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract Revision Request form from the DSHS website and complete the form as directed by the Department. Two copies of the completed form must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the Division Contract Management Unit assigned to the Program Attachment. Any approved revision will not be effective unless signed by the DSHS Director of Client Services Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for a Contract amendment with written justification rather than a contract revision. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either party of partial performance or failure to complain of any action, non-action or default under this Contract shall not constitute a waiver of either party's rights under the Contract. Section 13.21 Contracting with Executive Head of State Agency. If Contractor currently or subsequently employs a current or former executive head of DSHS, Texas Department of Health, Texas Department of Mental Health and Mental Retardation or Texas Commission on Alcohol and Drug Abuse, Contractor shall submit the following information to the Division Contract Management Unit assigned to the Program Attachment: General Provisions (Core Subrecipient 2008) 6/12/2007 30 (a) Name of Executive; (b) Name of State Agency; (c) Date of Separation from State Agency, if separated; (d) Date of Employment with Contractor; and (e) Other information as required by DSHS to comply with TEx. GOVT. CODE § 669.003. Section 13.22 Technology Accessibility. If performance under this Contract includes the development, modification or maintenance of a website for DSHS or for the public on behalf of DSHS, Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory and regulatory requirements relating to accessibility by persons with blindness, visual impairments, visual accuity less than 20/70, deafness, diminishing hearing, inability to speak or a lack of fine motor control (collectively "affected persons"). Accordingly, Contractor represents and warrants to DSHS that the technology provided to DSHS for purchase is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of. a. Providing equivalent access for effective use by affected persons; b. Presenting information, including prompts used for interactive communications, in formats intended for use by affected persons; and c. Being integrated into networks for obtaining, retrieving, and disseminating information used by affected persons. For purposes of this section, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services that would constitute reasonable accommodations under the Americans'I with Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, information retrieval provided in an enhanced auditory fashion, voice commands,touch screen capacity, and customize display appearance. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE. Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: General Provisions (Core Subrecipient 2008) 6/12/2007 31 a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract, including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the Department or agreed order issued by the Department; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in the Contractor's application or response to the Solicitation Document or in this Contract; or h) Contractor is on or is added to the Excluded Parties List System (EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies set forth below are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more sanctions for each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies listed below does not relieve Contractor of any obligations under the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. If the Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the actions listed below: General Provisions (Core Subrecipient 2008) 6/12/2007 32 a:) terminate the Contract or a Program Attachment of the 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- one (31) calendar days before the effective date of the termination in a notice of termination. The notice of termination will state the effective date of the termination, the reasons for the termination, and, if applicable, alert the Contractor of the opportunity to request a hearing on the termination pursuant to TEX. GoVT CODE ch. 2105 regarding administration of Block Grants. The Contractor agrees that it shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is, depending on the context, either (1) the temporary withdrawal of Contractor's authority to obligate funds pending corrective action by Contractor or its subcontractor(s) or pending a decision to terminate or amend the Contract, or (2) an action taken by a suspending official in accordance with Department rules to immediately exclude a person from participating in contract transactions for a period of time, pending completion of an investigation and such legal or debarment proceedings as may ensue. Contractor may not bill DSHS for services performed during suspension, and Contractor 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 or renewals with Contractor; d) reduce funding if the Contractor fails to provide services or goods consistent with performance expectations described in the Contract; e) disallow (deny both use of funds and matching credit for) all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance, if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred, pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed, inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract provisions; or (3) indebtedness to the United States or to the State of Texas; h) declare the Contract void upon the Department's determination that the Contract was obtained fraudulently or upon the Department's determination that the Contract was illegal or invalid from the Contract's inception and demand repayment of any funds paid under the Contract; General Provisions (Core Subrecipient 2008) 6/12/2007 33 i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other state bid list, and bar it from participating in future contracting opportunities with the State of Texas; j). delay contract execution with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six (6) months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be accomplished; 1) require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of funds by Contractor; n) require additional, more detailed, financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor; p) reduce the funding amount for failure to achieve or maintain the proposed level of service, to expend funds appropriately and at a rate which will make full use of the award, or to provide services or to achieve local match, if required; q) pursue a claim for damages as a result of breach of contract; r) require removal of any officer, board member or employee of the Contractor who has been convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as determined by DSHS; s) withhold any payments to Contractor to satisfy any recoupment or penalty imposed by DSHS, and take repayment from funds available under this Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations; t) reduce the Contract term; u) recoup improper payments when it is verified that the Contractor has been overpaid because of improper billing or accounting practices or failure to comply with Contract terms; or v) impose other remedies provided by law. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed (with the exception of accelerated monitoring, which 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. 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, General Provisions (Core Subrecipient 2008) 6/12/2007 34 the written response shall state how Contractor shall correct the noncompliance or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not 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 or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall take corrective action. Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny contract renewal or future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse impact on the public or client health, welfare or safety. The direct adverse impact may be programmatic or financial and may include failing to provide services, providing inadequate services, providing unnecessary services, or utilizing resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the'noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT. Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Chapter 2260 of Texas Government Code and implemented in the rules at 25 TAC §§1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260, subchapter B, Texas Government Code. To initiate the process, Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, Texas Government Code. General Provision i s (Core Subrecipient 2008) 6/12/2007 35 Section 15.03 Sole Remedy. The contested case process provided in Chapter 2260, subchapter C, Texas Government Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract shall be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XVI TERMINATION. Section 16.01 Expiration of Contract or Program Attachment(s). Contractor's service obligations set forth in each Program Attachment shall end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause as set forth below. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor 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 the Contract or Program Attachment, as applicable, to DSHS or other entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information shall survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include: (1) withdrawal of funds awarded on the basis of the Contractor's underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated balance at the expiration of the term of a Program Attachment; (3) refusal to extend a Program Attachment or award additional funds to make a General Provisions(Core Subrecipient 2008) 6/12/2007 36 competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) oiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination Without Cause. a) Either Party may terminate this Contract or a Program Attachment, as applicable, with at least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services, Contractor must give the Department at least ninety (90) calendar days prior written notice and must submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) Either Party may terminate this Contract or a Program Attachment with at least thirty (30) calendar days prior written notice to the other Party in the event funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendments to the Appropriations Act, health and human services consolidations, or any disruption of current appropriated funding for this Contract or Program Attachment d) Department may terminate this Contract or a Program Attachment immediately when, in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: (a) a court of competent jurisdiction finds that Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; (b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary to the performance of this Contract; (c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; (d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under the Contract or exercise adequate control over expenditures or assets; General Provisions (Core Subrecipient 2008) 6/12/2007 37 (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 the 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 Gov. Code §2155.004; (g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1. Contractor fails to make payments; 2. Contractor makes an assignment for the benefit of its creditors; 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 (which is not covered by insurance) is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment or(b)provide for its discharge in accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar days from the date of entry of the judgment, and within the thirty (30)-day period or a longer period during which execution of the judgment has been stayed, appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under generally accepted accounting principles; 5. a writ or warrant of attachment or any similar process shall be issued by any court against all or any material portion of the property of Contractor, and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30) calendar days after its entry; 6. Contractor is adjudicated bankrupt or insolvent; 7. Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution,receivership or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any case or petition against it under any such law; 8. any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty (30) calendar days after Contractor obtains knowledge thereof; 9. a petition is filed against Contractor under any state reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within thirty(30) calendar days; 10. Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or of all or any part of its property; or General Provisions (Core Subrecipient 2008) 6/12/2007 38 (h)Contractor's management system does not meet the UGMS management standards. Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor will attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID, SUSPENDED,AND TERMINATED CONTRACTS. Section 17.01 Void Contracts. Department may hold this Contract void upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, suspended, or terminated for cause is not eligible for expansion of current contracts, if any, or new contracts or renewals until the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to refund. Section 17.03 Appeals Rights. Pursuant to 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 Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION Section 18.01 Cessation of Services At Closeout. Upon expiration of the Contract or Program Attachment, as applicable, (and any renewals of the Contract or Program Attachment) on its own terms, Contractor shall cease services under the Contract or Program Attachment and shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal, the Contractor agrees to immediately begin to transition recipients of services to alternative service providers, as needed. Contractor also agrees to completely cease providing services under the 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 the Contract or Program Attachment, or incur any additional expenses once the Contract or Program Attachment is terminated or has expired. Upon termination, expiration or non-renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in General Provisions (Core Subrecipient 2008) 6/12/2007 39 this Article. Section 18.02 Administrative Offset. The Department shall have the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other Closeout reports required under the Contract within sixty (60) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60) calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount to which the Contractor is finally determined to be entitled under the terms of the Contract constitute a debt to the Department and will result in a refund due. Contractor shall pay any refund amount due within the time period established by the Department. Section 18.05 Disallowances and Adjustments. The Closeout of the Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or the Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions. Section 18.06 Contract Reconciliation. If Contractor is required to annually reconcile multi-year contracts, Contractor, within 60 calendar days after the end of each year of the Contract, shall submit to the Division Contract Management Unit assigned to the Program Attachment all financial and reconciliation reports required by Department in forms as determined by Department. Required reconciliation forms and reports may include the following: Cash Match Participation Form, In- kind Match Participation Form, Program Income Report, Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and Reconciliation Refund Remittance Form. Any additional forms or reports required by Department shall be posted on the DSHS website prior to the reconciliation period. Unless otherwise directed by Department, all forms and reports must be submitted in hard copies,with original signatures if required, to DSHS by the due date. General Provisions (Core Subrecipient 2008) 6/12/2007 40 CONTRACT NO. 2008-023573- PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000331003 CONTRACTOR: FORT WORTH DEPARTMENT OF PUBLIC HEALTH DSHS PROGRAM: IMMUNIZATION BRANCH - LOCALS TERM: 09/01/2007 THRU: 08/31/2008 SECTION I. STATEMENT OF WORK: Contractor shall implement an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2) years of age or younger (up to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization delivery, and establish uniform policies. Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program (TVFC) and adhere to the TVFC Operations Manual (and associated policy guidelines provided by DSHS). Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code JAC) Part I §§97.1 - 97.6 and §§97.101 - 97.102. Contractor shall report all vaccine adverse event occurrences in accordance with the National Childhood Vaccine Injury Act of 1986. Contractor shall inform and educate the public about vaccines and vaccine-preventable diseases. Contractor shall consult DSHS Immunization Branch Public Information, Education and Training Group prior to developing educational, promotional, or incentive materials including, but not limited to brochures, posters, television and radio ads, outdoor advertising, bus ads, banners, campaign or branding logos related to immunizations, ImmTrac, TVFC or associated programs. Contractor shall not develop educational materials that duplicate materials already developed by DSHS. Contractor shall not modify DSHS-supplied forms and publications. Educational materials developed under this contract inust be approved by DSHS prior to development, production or printing. Contractor shall develop policies and plans that support individual and community-based immunization strategies and evaluate the effectiveness, accessibility, and quality of personal and population-based immunization services and program activities. ATTACHMENT—Page 1 Contractor shall work to promote a health care workforce that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services. Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines'supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and for safeguarding vaccine in the event of natural disaster. Contractor shall implement DSHS's new vaccine management system, the Pharmacy Inventory Control System (PICS), as the system becomes available throughout the state in Fiscal Year 2008. Implementation will include using PICS in Contractor clinics, promoting the use of the system in non-health department TVFC provider offices, and performing updates to the system on behalf of TVFC provider offices that submit monthly doses administered and vaccine accounting reports in hardcopy. Contractor shall maintain an accurate, up-to-date list of clinics and sites where public sector (free or low cost) immunization services are offered in the jurisdiction served by the Contractor. Contractor shall not charge a fee for vaccines supplied through the TVFC program. All TVFC-supplied vaccines shall be used solely for purposes of this Program Attachment and shall not be sold. In accordance with 25 TAC §1.91, Contractor shall not collect vaccine administration fees from Medicaid and Children's Health Insurance Program (CHIP)recipients. Vaccine administration fees collected from non-Medicaid patients shall not exceed those established in Section Two, Part Four of the TVFC Operations Manual. Fee schedules shall not be based on vaccine type, formulation, or dose in series. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. All equipment and vaccine used by Contractor which are provided by DSHS shall be accounted for as public property. The DSHS Program will investigate equipment or vaccine loss, destruction, spoilage, or other waste and may require (at its discretion) Contractor to replace or reimburse the DSHS Program. This provision does not waive any other remedies legally available to DSHS regarding contract breaches. Contractor shall provide to the DSHS Program periodic electronic data transfers of all vaccines administered iii a format that is compatible for inclusion in the statewide immunization registry, ImmTrac, and in accordance with the schedule provided by DSHS. Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: ATTACHMENT—Page 2 • Human Re�ources Code §42.043, VTCA; • Education Code §§38.001-38.002, VTCA; • Health andiSafety Code §12.032, §§81.023 and 161.001-161.009, VTCA; • 25 TAC Chapter 97; • 25 TAC, Chapter 96; • 25 TAC, Chapter 100; • 42 USC §§247b and 300 as-25; and • Omnibus Illudget Reconciliation Act of 1993, 26 USC §4980B. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to (the following documents incorporated by reference and made a part of this Program Attachment): • DSHS's Standards for Public Health Clinic Services, revised August 31, 2004, http://www.dshs.state.tx.us/qmb/default.shtm#public; • DSHS's Vaccine-Preventable Disease Surveillance guidelines, http://www.dshs.state.tx.us/immunize/vpd—main.shtm; • DSHS's TVFC Operations Manual, http://wwx.dshs.state.tx.us/immunize/tvfc/tvfc—manual.shtm; • Centers for Disease Control and Prevention's Advisory Committee on Immunization Practices (ACIP) guidelines, including the statement: "Immunization of Health-Care Workers", http://www.cdc.gov/nip/ACIP/default.htm; and, • Standards for Child and Adolescent Immunization Practices, October 2, 2003, recommended by the National Vaccine Advisory Committee, approved by the United States Public Health Service, and endorsed by the American Academy of Pediatrics, http://www.cdc.gov/nip/publications/pink/appendices/H/standards- pediatric.pdf. Contractor shall be responsible for conducting outreach to children 19 through 35 months of age in the Contractor's service area who are included on the list that will be distributed at the start of each tri-annual reporting period (September 1, 2007, January 1, 2008, and May 1, 2008). Contractor shall comply with all requirements in the attached Fxhibit A. Contractor shall: • Utilize a variety of methods to identify and contact the families of children for whom consent has been granted to be included in ImmTrac, but who do not have complete immunization records in the registry; • Provide information to clients, families, and providers on the purpose of ImmTrac and the importance of maintaining complete immunization histories in the registry; • Enter records of newly identified vaccinations into ImmTrac; • Maintain documentation of all contacts and education provided; ATTACHMENT—Page 3 • Present 'ImmTrac information to providers, schools, and other community groups; • Present Pharmacy Inventory Control System (PICS) information to providers; and • Provide technical assistance to providers as requested by providers when PICS is implemented within the Contractor's service area. SECTION II. PERFORMANCE MEASURES: The following performance measure(s) will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract: Contractor shall submit the monthly reports of doses administered and the monthly biological order form in a format provided by DSHS and in accordance with the instructions provided to Contractor by DSHS. Contractor shall implement an immunization reminder and recall system to notify parents or guardians of children less than 36 months of age when immunizations are due or past due. The notifications may be automated or manual and may consist of mail or telephone contacts. Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology to conduct quality assurance site-visits for all sub-contracted entities and non-local health department Women, Infant and Children (WIC) clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool and the Comprehensive Clinic Assessment Software Application (Co- CASA), as specified by the DSHS Program. Contractor shall submit assessment results to the appropriate DSHS Regional Immunization Program manager within two(2) weeks after completion. Contractor shall recruit and enroll providers into the Texas Vaccines for Children (TVFC) program and recruit and register providers to use the statewide registry (ImmTrac) to look up child records at every visit, and also to report immunizations administered as required by law. Contractor shall address the following Objectives, as detailed in the final approved work plan: 1. Develop a comprehensive plan to assure that immunization services and ACIP-recommended vaccines are available to medically underserved and/or under-immunized children and adults living in areas where coverage is low ("pockets of need"); 2. Work with local WIC programs for assessment of children's immunization status and referral of under-vaccinated WIC enrollees for vaccination at their ATTACHMENT—Page 4 medical home; 3. Establish collaborations with a variety of community-based organizations and human service agencies (internal and external to your Local Health Department [LHD]) to promote best practices, specific activities, and special project to increase vaccination coverage levels for children 0 through 35 months, 4. Ensure,that expired, wasted, and unaccounted for vaccines do not exceed 5% for DTP, Hib, hepatitis B, IPV, MMR, PCV7, varicella, hepatitis A, and combination vaccines in LHD clinics; 5. Effectively utilize ImmTrac in LHD clinics; 6. Increase the number of registered provider sites actively reporting immunizations to ImmTrac; 7. Promote the effective use of ImmTrac by private providers; 8. Increase the number of children less than six (6) years of age who participate in ImmTrac; 9. Ensure that ImmTrac data are complete, current, and accurate; 10. Increase TVFC provider enrollment; 11. Actively educate public and private providers on vaccine recommendations, the Standards for Child and Adolescent Immunization Practices and the Standards for Adult Immunization Practices, reporting of vaccine-preventable diseases, recordkeeping, the use of Vaccine Information Statements (VIS), the TVFC program, and the ImmTrac registry; 12. Complete 100% of quality assurance follow-up visits assigned by DSHS Austin or Health Service Region Staff, 13. Provide immunization services and ACIP-recommended vaccines as described in this contract; 14. Promote adult inutiunization among adults in the general population and among health care workers; 15. Conduct educational, promotional, and outreach activities for the general public to enhance immunization awareness; 16. Investigate and document at least 90% of reportable suspected vaccine- preventable disease cases within thirty (30) days of notification in accordance with DSHS',s Vaccine-Preventable Disease (VPD) Surveillance Guidelines; 17. Implement a comprehensive Perinatal Hepatitis B program that accomplishes the following: a. Increase by at least 5% the number of hepatitis B surface antigen- positive (HBsAg+)pregnant women identified; b. Increase by at least 5% the number of infants born to HBsAg+ pregnant wonien that are identified; c. Increase by at least 5% the number of these infants that receive one (1) dose of lepatitis B vaccine and HBIG within twelve (12)hours of birth and no later than seven (7) days after birth; d. Increase by at least 5% the number of these infants that complete the hepatitis B vaccine series and receive post-vaccination serologic testing; and, e. Increase by at least 5% the number of susceptible household and ATTACHMENT—Page 5 sexual contacts of HBsAg+ pregnant women that complete the hepatitis B vaccine series. 18. Assure that rubella susceptible women identified in the Contractor's public health clinics are offered MMR; 19. Complete I00% of child-care facility and Head Start assessments assigned by DSHS; and, 20. Complete 100% of public and private school assessments and retrospective and validation surveys assigned by DSHS. Contractor is required to complete and submit the following tri-annual reports utilizing a format provided by the DSHS Program: Report Type Reporting Period Report Due Date Programmatic 9/1/07— 12/31/07 1/30/08 Programmatic 1/1/08—4/30/08 5/30/08 Programmatic/Final 5/1/08—8/31/08 10/15/08 Tri-annual reports should be submitted electronically to the appropriate DSHS Regional Immunization Program Manager identified on the reporting form. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight(48) hours of making approved changes. SECTION III. SOLICITATION DOCUMENT: N/A SECTION IV. RENEWALS: N/A SECTION V. PAYMENT METHOD: Cost reimbursement. SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher(Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. ATTACHMENT—Page 6 Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49`h Street PO BOX 149347 Austin, Texas 787 4-9347 The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 458-7442. The email address is invoicesgdshs.state.tx.us. SECTION VII. SPECIAL PROVISIONS: General Provision, FUNDING Article, Use of Funds Section, is revised to include: Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. Travel expenses shall be reimbursed according to Contractor's written travel policy, as approved by DSHS. If no written travel policy was submitted, travel expenses shall be reimbursed according to current state travel regulations. In no case shall reimbursement exceed the reimbursement for hotel, per diem and mileage allowed under the current Appropriations Act. For immunization activities performed under this Program Attachment, General Provisions, GENERAL BUSINESS OPERATIONS of CONTRACTOR Article, Overtime Compensation Section, is replaced with the following paragraphs: Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract AICdChIllellt. Contractor sliall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty (40) hours per work week. SECTION VIII. BUDGET: SOURCE OF FUNDS: CFDA# 93.268 quid STATE ATTACHMENT—Page 7 2008-023573-001 Categorical Budget: # � : 43 aQ .0 AX FRINGE BENEFITS $8,780.00 TRAVEL L � � AS, EQUIPMENT $0.00 SUPPLIES CONTRACTUAL $0.00 WAY k OTHER ' TOTAL DIRECT CHARGES $67,305.00 INDIRECT CHARGES $0.00 TOTAL $67,305.00 bSHS SHARE s. �TOr1 .: w CONTRACTOR SHARE $0.00 4 OTHER MATCH $0.00 Total reimbursements will not exceed $67,305.00 Financial status reports are due: 12/28/2007, 03/28/2008, 06/30/2008, 10/31/2008 CONTRACT NO. 2008-023573- PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000331003 EXHIBIT A STRATEGIES TO INCREASE VACCINE COVERAGE LEVELS IMPLEMENTATION PLAN Contractor shall implement all final, approved work plans, including the approved 2007 Annual Plan and the Strategy Implementation Plan(s) (final approved versions of SIP plans as sent to you by DSHS on October 12, 2006). EXHIBIT A—Page 1 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/22/2007 - Ordinance No. 17555-05-2007 DATE: Tuesday, May 22, 2007 LOG NAME: 50IMMUNIZATIONS REFERENCE NO.: **C-22129 SUBJECT: Authorize Execution of a Grant Contract with the Texas Department of State Health Services to Provide Immunization Outreach to the Community from September 1, 2007, to August 31, 2008, Waive Indirect Costs, Authorize an Interfund Loan and Adopt Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to apply for, accept and execute, if awarded, a grant contract with the Texas Department of State Health Services for up to $100,000.00 to be used to increase immunization levels in birth to 18 year old children and provide awareness and education at the community level; from September 1, 2007, to August 31, 2008; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations by $100,000.00 in the Grants Fund; 3. Waive indirect costs of 17.59 percent of related salary and fringe benefits which are the most recent rates indicated by the Finance Department; and 4. Authorize a non-interest bearing interfund loan from the General Fund to the Grants Fund in the amount of $25,000.00 for the interim financing of this grant pending contract execution to provide for a smooth transition from one grant funding to the next. DISCUSSION: The CDC's National Immunization Survey, which tracks immunization rates among preschool children, found that the Texas rate for a key vaccine series was 76.8 percent in 2005. That's an 11 percent increase over the state's 2004 rate of 69.3 percent, and it's the first time the survey's inception in 1995 that Texas ranked above the national average. Texas now ranks 24th in the nation for immunization rates, up from 41st in 2004. The National Immunization Survey provides vaccination coverage estimates for children 19 through 35 months of age. State rankings are based on the percentage of children completing the 4:3:1:13:1 series of immunizations. That series includes four doses of Diphtheria, Tetanus, and Pertussis (DTaP), three doses of Polio Vaccine, one dose of Measles-containing vaccine, three doses of Hib vaccine, three doses of Hepatitis B vaccine, and one dose of Varicella vaccine. The fundamental reasons for under immunization are factors related to poverty. These factors can be overcome by removing financial and access barriers. The City's Public Health Department, Outreach Division, is proposing a continued partnership with the Fire Department to immunize children birth to 18 years of age. This partnership with emergency personnel makes sense for our community. The personnel are medically trained, know their neighborhoods, and the fire stations are known "safe havens" in the Logname: 50IMMUNIZATION� Page 1 of 2 community. The fire stations are easily accessible, Americans with Disabilities Act compliant, and appealing to young children. Flexible hours of operation help remove the barrier of access for working parents. Enlisting firefighters and paramedics to become immunization partners is an innovative way to keep improving immunization coverage in this vulnerable population. The end result is protection for all the residents of Fort Worth. There will continue to be no charge to the citizens for these immunizations. The goal of this proposal is to utilize immunization funds to achieve and maintain 90 percent vaccine coverage for vaccine preventable diseases. Currently vaccines are given for DTaP (tetanus, diphtheria, and acellular pertussis), IPV (inactivated poliovirus vaccine), MMR (measles, mumps, and rubella), HepB (Hepatitis B), HepA (Hepatitis A), Varicella (chickenpox), Hib (haemophilus influenza type b), PVC 7 (Pneumococcal Disease), MCV-4 (Meningococcal), HPV (human papillomavirus vaccine), Td (Tetanus/Diphtheria), Tdap (Tetanus/Pertussis). The immunization program has provided 7,768 vaccines to 2,617 children from January 2002, through February 2007. Of these children, 1583 (60.5 percent) were not insured, 152 (5.8 percent) were underinsured, 803 (30.7 percent) were on Medicaid, and 79 (3 percent) were on the Children's Health Insurance Program (CHIP). As part of the advocacy role, Outreach staff is aware of the lack of culturally competent access to services. Immunization services must be provided in a way that encourages compliance by meeting the needs of the population at highest risk for not being immunized. The continuation of this immunization program will help insure access. The current locations for this program are Station 15 (3100 Azle Avenue), Station 17 (212 East Felix Street), and Station 3 (4700 Ramey). Protocol and standing delegation orders are in place and quality assurance is maintained through a collaborative effort between the Public Health Department and the Fire Department. The Outreach staff distributes information about the availability of services throughout the City in recreation centers, day care centers, child care provider classes, and faith based organizations, for example. Data collection is done using the Statistical Package for the Social Sciences (SPSS) Version 11.0. Data is entered into the Tarrant County Immunization Registry and downloaded to the State's "ImmTrac" data base. Staff recommends the waiver of indirect costs to maximize the funds toward the grant objective. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Fund. Upon execution of the grant contract, the interim inter-fund loan will be returned to the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 451923 050301196000 $100,000.00 GG01 136076 000000 $25,000.00 GR76 5(VARIOUS) 050301196010 $100,000.00 GR76 220001 000301196000 $25,000.00 Submitted for City Manager's Office by: Joe Paniagua (6575) Originating Department Head: Daniel Reimer (871-8903) Additional Information Contact: Leticia Azocar (871-6212) Logname: 50IMMLNIZATION Page 2 of 2