HomeMy WebLinkAboutContract 37956DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2009-028370 (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 arees to provide,
servig
ces or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Methods) The total amount of this Contract
is $36,508.00, 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/O1/2008 and ends on 08/31/2009. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachrrrents:
2009-028370-001 RLSS-LOCAL PUBLIC HEALTH SYSTEM
c. General Provisions (Sub -recipient)
d. Solicitation Document(s). N/A
e. Contractor's response(s) to the Solicitation Document(s). N/A
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 herein..
92�as-�
CITY SECRETARY
F7: WORTH, TX
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, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF 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.
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 DEPARTMENT OF PUBLIC
HEALTH
By:
Signature of Authorized Official
Date
Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
Bob.Burnette@dshs.state.tx.us
®FFlClAL �Ci✓ORD
CITY S�CR�t1ARY
FT. WORTH, TX
d o�
Date
Manager
Carl Smart, Executive Assistant to City
Printed Name and Title
c/o 1800 University Dr. #232
Address
Fort Worth, TX 76107
City, State, Zip
817.871.7201
Telephone Number
Daniel.Rejmer@foitworthgov.org
E-mail Address for Official Correspondence
�rtbyo
92648-1
M�ty fffp�dra�,
DOCUMENT NO. 2009-028370-
ATTACHMENT NO, 001
PURCHASE ORDER NO, 0000340917
CONTRACTOR: FORT WORTH DEPARTMENT OF PUBLIC HEALTH
DSHS PROGRAM: RLSS-LOCAL PUBLIC HEALTH SYSTEM
TERM: 09/O1/2008 THRU: 08/31/2009
SECTION I. SCOPE OF WORK:
Contractor shall improve or strengthen local public health infrastructure within the State of Texas by:
• Developing objectives) to address a public health issue;
• Utilizing resources provided through this Program Attachment to conduct activities and
services that provide or support the delivery of essential public health services;
• Assessing, monitoring, and evaluating the essential public health activities and services
provided through this Program Attachment; and
• Developing strategies to improve the delivery of essential public health service(s) to
identified service area.
These tasks shall be performed in accordance with Department of State Health Services (DSHS)
Division for Regional and Local Health Services Interlocal Application. The assessment and/or
evaluation activities must include measurable standards. Acceptable standards include the National
Public Health Performance Standards approved by the Centers for Disease Control and Prevention,
Performance Standards developed by the Texas Association of Local Health Officials, Healthy
People 2010, and any federal, state or local law or regulation governing the delivery of essential
public health services. Other evaluation methods utilizing standards not listed in this Program
Attachment must be pre -approved by DSHS.
Contractor shall comply with all applicable federal and state laws, rules, regulations and standards
including, but not limited to, the following:
• Chapter 2341 of the Healthy People 2010;
• Section 121.002, Texas Health &Safety Code, definition of ten essential public health
services;
• Government Code, Section 403.1055, "Permanent Fund for Children and Public Health".
Contractor shall not use funds from the Permanent Fund for Children and Public Health for lobbying
expenses under the Government Code, Section 403.1067.
Contractor shall comply with all applicable regulations, standards, and guidelines in effect on the
beginning date of this Program Attachment.
PROGRAM ATTACHMENT —Page 1
DSHS will inform Contractor in writing of any changes to applicable federal and state laws, rules,
regulations, standards and guidelines. Contractor shall comply with the amended law, rule,
regulation, standard or guideline except that Contractor shall inform DSHS Program in writing if it
shall not continue performance under this Program Attachment within thirty (30) days of receipt of
an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately
or within a reasonable period of time as determined by DSHS.
SECTION II. PERFORMANCE MEASURES
Contractor shall complete the PERFORMANCE MEASURES as stated in the Contractor's FY 09
Local Public Health Service (LPHS) Service Delivery Plan, and as agreed upon by DSHS, hereby
attached as Exhibit A.
Contractor shall provide activities and services as submitted by Contractor in the following
county(ies)/area: Tarrant
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
include acceptable supporting documentation of the required deliverables if indicated in the attached
Exhibit A. Vouchers and supporting documentation can be faxed to Claims Processing Unit at (512)
458-7442. The email address is invoices@dshs.stateAx.us.
Invoices and supporting documentation shall be submitted to the following address:
Department of State Health Services
Fiscal Claims Processing Unit
P.O. Box 149347, MC 1940
Austin, Texas 78714-9147
SECTION VII. BUDGET:
SOURCE OF FUNDS: State and CFDA#93.991
SECTION VII. SPECIAL PROVISIONS:
Contractor shall complete an Annual Budget and Expenditures Report in a format specified by
DSHS and submitted byDecember 15, 2008.
PROGRAM ATTACHMENT —Page 2
General Provisions, 1.03 Reporting Article, are revised to include the following paragraph:
Contractor shall submit quarterly and final performance reports that describe progress toward
achieving the objectives contained in approved Contractor's Service Delivery Plan and any written
revisions. Contractor shall submit the performance reports by the end of the month following the
end of each quarter, in a format to be provided by DSHS. Failure to submit a required report of
additional requested information by the due date specified in the Program Attachment (s) or upon
request constitutes breach of contract, may result in delay payment, and may adversely affect
evaluation of Contractor's future contracting opportunities with the department. Reports should be
sent electronically to: LocalPHTeam@dshs.state.tx.us or by facsimile to 512458-7154. A copy of
the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional
Director. The report signature page should be sent via mail to:
DSHS Regional and Local Health Services
Attn: Local Services Team
1100 West 49"' Street
P.O. BOX 149347 MC1908
Austin, Texas, 78714-9347.
General Provisions,12.01 Board Training Article, are not applicable to this Program Attachment.
PROGRAM ATTACHMENT —Page 3
2009-028370-001
Categorical Budget:
FRINGE BENEFITS $0.00
TRAVEL $250w4O
EQUIPMENT $0.00
SUPPLIES $33,057.60
CONTRACTUAL $0.00
TOTAL DIRECT CHARGES
TOTAL
CONTRACTOR SHARE
Total reimbursements will not exceed $36,508.00
$36,508.00
$36,508.00
Financial status reports are due: 12/31/2008, 03/31/2009, 06/30/2009, 10/31/2009
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No
Fiscal Year 2009 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
ARTICLE I
Section 1.01
Section 1.02
Section 1.03
Section 1.04
Section 1.05
Section 1.06
Section 1.07
Section 1.08
Section 1.09
ARTICLE II
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
ARTICLE I'll -
Section
3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
ARTICLE IV
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
ARTICLE V
TABLE OF CONTENTS
COMPLIANCEAND REPORTING......................................................................1
Compliance with Statutes and Rules*
Compliance with Requirements of Solicitation Document*
Reporting* .........1
Client Eligibility*
ApplicableContracts Law and Venue for Disputes...........................................1
Applicable Laws and Regulations Regarding Funding Sources*
Statutes and Standards of General Applicability..............................................2
Applicability of General Provisions to Interagency and Interlocal Contracts4
CivilRights Policies and Complaints..................................................................5
SERVICES.................................................................................................................5
Education to Persons in Residential Facilities....................................................5
DisasterServices....................................................................................................5
Consent to Medical Care of a Minor*
Telemedicine Medical Services*
Feesfor Personal Health Services.......................................................................6
CostEffective Purchasing of Medications.....,.....•......••••••••••..••.•••••••••••••••••••••••••6
Services and Information for Persons with Limited English Proficiency.......6
Debtto State and Corporate Status....................................................................7
Application of Payment Due.
Use of Funds*
Usefor Match Prohibited.....................................................................................7
ProgramIncome....................................................................................................7
Nonsupplanting.....................................................................................................8
PAYMENT METHODS AND RESTRICTIONS..................................................8
PaymentMethods..................................................................................................8
BillingSubmission.................................................................................................8
FinalBilling Submission.......................................................................................8
WorkingCapital Advance....................................................................................8
FinancialStatus Reports(FSRs)..........................................................................9
ThirdParty Payors...............................................................................................9
TERMS AND CONDITIONS OF PAYMENT......................................................9
Section 5.01
Section 5.02
Section 5.03
PromptPayment.............................................................................9
Withholding Paymen
ts.........................................................................................
Condition Precedent to Requesting Payment...................................................10
General Provisions (Core Subrecipient 2009) Table of Contents 6/5/08
Page 1 of 4
Section 5.04 Acceptance as Payment in Full..........................................................................10
Section5.05 No Fee or Profit...................................................................................................10
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................................10
Section 6.01 Allowable Costs. 0
Section 6.02 Independent Single or Program -Specific Audit...............................................11
Section 6.03 Submission of Audit.
ARTICLE VII CONFIDENTIALITY........................................................................................12
Section 7.01 Maintenance of Confidentiality.............................:...........................................12
Section 7.02 Department Access to PHI and Other Confidential Information, 00600900406*6§06012
Section 7.03 Exchange of Client -Identifying Information.
Section 7.04 Security of Patient or Client Records................................................................13
Section 7.05 HIV/AIDS Model Workplace Guidelines.........................................................13
ARTICLE VIII RECORDS RETENTION..................................................................................13
SectionRetention..............................................................................................................13
ARTICLE IX ACCESS AND INSPECTION...............................................................................14
Section9.01 Access...................................................................................................................14
Section 9.02 State Auditor's Office.
Section 9.03 Responding to Deficiencies.
ARTICLE X
ARTICLE XI
ARTICLE XII
NOTICE
Child Abuse Reporting Requirement...
SignificantIncidents...........................................................................................15
Litigation..............................................................................................................15
ActionAgainst the Contractor...........................................................................15
Insolvency. .
Mi...........................................................................................................15
suseof Funds...................................................................................................15
Criminal Activity and Disciplinary Action.
Retaliation Prohibited.
Documentation....................................................................................................16
ASSURANCES AND CERTIFICATIONS..........................................................16
Certification.........................................................................................................16
ChildSupport Delinquencies.............................................................................17
Authorization.......................................................................................................17
Gifts and Benefits Prohibited,
Ineligibilityto Receive the Contract..................................................................18
Antitrust...............................................................................................................18
Initiation and Completion of Work...................................................................18
GENERAL BUSINESS OPERATIONS OF CONTRACTOR .............99........18
Section 12.01 Responsibilities and Restrictions Concerning Governing Board, Officers and
Employees................................................................................................................................18
Section 12.02 Management and Control Systems, 19
General Provisions (Core Subrecipient 2009) Table of Contents 6/5/08 Page 2 of 4
Section 12.03 Insurance*
Section 12.04 Fidelity Bonds
Section 12.05 Liability Coverage. .............................................20
Section12.06 Overtime Compensation.....................................................................................20
............................................20
Section 12.07 Program Site* ...............................20
Section 12.08 Cost Allocation Plano
Section 12.09 Reporting for Unit Rate and Fee For Service Contracts.................................21
.21
Section 12.10 Historically Underutilized Businesses(HUBs)................................................
Section12.11 Buy Texas.............................................................................................................21
Section 12.12 Contracts with Subrecipient Subcontractors...................................................21
22
Section 12.13 Status of Subcontractors*
Section12.14 Incorporation of Terms...................................................................................
Section 12.15 Independent Contractor*
Section 12.16 Authority to Bind......................................................................................22
Section 12.17 Tax Liability*
Section 12.18 Notice of Organizational Change. ..............23
Section 12.19 Quality Management*
Section 12.20 Equipment (Including Controlled Assets) Purchases......................................23..•..•.•..•..23
Section 12.21 Supplies*
Section 12.22 Changes to Equipment List................................................................................23
Section 12.23 Property Inventory and Protection of Assets...................................................23
Section 12.24 Bankruptcyp...............................................................24
Section 12.25 Title to Property..................................................................................................24
Section 12.26 Property Acquisitions................................................................................ ....24
Section 12.27 Disposition of Property.......................................................................................24
Section 12.28 Closeout of Equipment*
Section 12.29 Assets as Collateral Prohibited*
ARTICLE XIII GENERAL TERMS ..............................
Section 13.01 Assignment......................................................................................... .............25
Section 13.02 Lobbying*
Section 13.03 Conflict of Interests
Section 13.04 Transactions Between Related Parties* *25
Section 13.05 Intellectual Property...........................................................................................26
Section 13.06 Other Intangible Property.................................................................................27
Section 13.07 Severability and Ambiguity...............................................................................27
Section 13.08 Legal Notice*
Section13.09 Successors............................................................................................................27
Section13.10 Headings...............................................................................................................27
Section13.11 Parties ....................................
Section 13.12 Survivability of Terms ....................
Section 13.13 Direct Operation*
Section13.14 Customer Service Information..........................................................................28
Section 13.15 Amendments
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions...........28
Revision of Certain Contract Provisions*
Section 13.17 Contractor's Request for
Section 13.18 Immunity Not Waived...............................................................
General Provisions (Core SubrecipiPage 3 of 4
ent 2009) Table of Contents 6/5/08
Section 13.19 Hold Harmless and Indemnification,................................................................29
Section 13.20 Waiver.
Section 13.21 Technology Accessibility.
ARTICLE XIV
Section 14.01
Section 14.02
Section 14.03
Section 14.04
ARTICLE XV
Section
15.01
Section
15.02
Section
15.03
Section
15.04
Section
15.05
ARTICLE XVI
Section
16.01
Section
16.02
Section
16.03
Section
16.04
Section
16.05
Section
16.06
ARTICLE XVII
BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE...
ActionsConstituting Breach of Contract.........................................................30
General Remedies and Sanctions.
Noticeof Remedies or Sanctions........................................................................32
EmergencyAction...............................................................................................33
CLAIMS AGAINST THE DEPARTMENT....................................................33
Breachof Contract Claim..................................................................................33
Notice...................................................................................................................633
Sole Remedy.
Condition Precedent to Suit,
PerformanceNot Suspended..............................................................................34
TERMINATION.................................................................................................34
Expiration of Contract or Program Attachment(s).........................................34
Effect of Termination.
ActsNot Constituting Termination...................................................................34
Termination Without Cause,
Termination For Cause.
Noticeof Termination.........................................................................................36
VOID, SUSPENDED, AND TERMINATED CONTRACTS .........................36
Section 17.01 Void Contracts,
Section 17.02 Effect %I Void, Suspended, or Involuntarily Terminated Contract...............36
Section17.03 Appeals Rights.....................................................................................................37
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION................................37
Section 18.01 Cessation of Services At Closeout.
Section 18.02 Administrative Offset.........................................................................................37
Section 18.03 Deadline for Closeout,
Section18.04 Payment of Refunds............................................................................................37
Section18.05 Disallowances and Adjustments........................................................................37
Section 18.06 Contract Reconciliation.
General Provisions (Core Subrecipient 2009) Table of Contents 6/5/O8 Page 4 of 4
Fiscal Year 2009 Department of State Health Services 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
subcontractors) to comply, with the requirements of the Department's rules of general applicability
and other applicable state and federal statutes, regulations and rules as such statutes, regulations and
rules currently exist and as they may be lawfully amended. The Department rules are located in the
Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard,
or additional requirements beyond those required by applicable statutes, regulations or the Rules, the
terms of this Contract shall control.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in
these General Provisions or the Program Attachment(s), Contractor shall comply with the
requirements, eligibility conditions, assurances, certifications and program requirements of the
Solicitation Document, if any, (including any revised or additional terms agreed to in writing by
Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any
Contractor's
subsequent renewals. The Parties agree that the Department has relied upon the
response to the Solicitation Document. The Parties agree that any misrepresentation contained in the
Contractor's response to the Solicitation Document shall constitute a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting
requirements established by the Department and shall provide any other information requested by the
Department in the format required by DSHS. Failure to submit a required report or additional
requested information by the due date specified in the Program Attachment(s) or upon request
constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and
remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's
future contracting opportunities with the Department.
Section 1.04 Client Eligibility. Where applicable, Contractor shall use financial eligibility criteria,
financial assessment procedures and standards developed by the Department to determine client
eligibility.
Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to
contract formation, performance, interpretation, and any issues that may arise in any dispute between
the Parties, this Contract shall be governed by, and construed in accordance with, the laws of the
State of Texas. In the event of a dispute between the Parties, venue for any suit shall be Travis
County, Texas.
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,
federal statutes and regulations, including federal grant requirements applicable to funding sources,
shall apply to this Contract. Contractor agrees to comply with applicable laws, executive orders,
regulations and policies as well as Office of Management and Budget (OMB) Circulars, the Uniform
Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, as amended,
and Uniform Grant Management Standards (UGMS), as amended, by revised federal circulars and
incorporated in UGMS by the Governor's Budget, Planning and Policy Division. UGMA is located
on the Internet at htt ://tlo2.tic.state.tx.us/statutes/statutes.html; the UGMS are located on the
General Provisions (Core Subrecipient 2009)
6/5/08 Page 1 of 38
Internet at http://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 Agreements §_.146
if applicable, Contractor shall comply with the Federal awarding agency's Common Rule, as
specified on the Internet at htti)://whitehouse.gov/omb/,erants/chart.html, and the U.S. Health and
Human Services Grants Policy Statement located on the Internet at
http://www.hhs.jzov/grantsnet/docs/HHSGPS 107.doc. For contracts funded by block grants,
Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. It is Contractor's responsibility to
review and comply with all applicable statutes, rules, regulations, executive orders and policies. To
the extent applicable to Contractor, Contractor agrees to comply with the following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent
amendments) that collectively prohibit discrimination on the basis of race, color, national
origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities,
age, substance abuse, political belief or religion: 1) Title VI of the Civil Rights Act of 1964,
42 USCA §§ 2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 USCA §§
1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USCA §
794(a); 4) the Americans with Disabilities Act of 1990, 42 USCA §§ 12101 et seq.; 5) Age
Discrimination Act of 1975, 42 USCA §§ 6101-6107; 6) Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USCA § 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 Chapter 21; 10)
Food Stamp Act of 1977 (7 USC § 200 et seq.; 11) Executive Order 13279, 45 CFR Part 87 or
7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; and 12)
DSHS Policy AA-5018, Non-discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 USCA §§ 1101 et seq., relating to drug
abuse,
c) Public Health Service Act of 1912, §§ 523 and 527, 42 USCA § 290dd-2, and 42 CFR Part 2,
relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 USCA §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 USCA § 1324a, regarding employment
verification;
f) Pro -Children Act of 1994, 20 USCA §§ 6081-6084, regarding the non-use of all tobacco
products;
g) National Research Service Award Act of 1971, 42 USCA §§ 289a4 et seq., and 6601 (PL 93-
348 and PL 10343), as amended, regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 USCA §§ 15014508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i) Fair Labor Standards Act, 29 USCA §§ 201 et seq., and the Intergovernmental Personnel Act
of 1970, 42 USCA §§ 4701 et seq., as applicable, concerning minimum wage and maximum
hours;
j) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
General Provisions (Core Subrecipient 2009) 6/5/08 Page 2 of 38
k) Texas Workers' Compensation Act, Tex, Lab. Code, Chapters 401-406 and 28 Tex. Admin.
Code Part 2, regarding compensation for employees' injuries;
1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the
regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,
29 CFR § 1910.1030, or Title 25 Tex, Admin. Code Chapter 96 regarding safety standards for
handling blood borne pathogens; ertainin to the treatment
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., p g
of laboratory animals;
o) environmental standards pursuant to the follow* g: 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
"Providing for Administration of the Clean Air Act and the Federal
11738 (40 CFR Part 32),
Water Pollution Control Act with respect
Order 1990a42,Grants, or Fed. Reg. 269615;4) Evaluation
Protection of wetlands pursuant to Executive
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the
Flood Disaster Protection Act of 1973 (PL 93-234); 5) Assurance of project consistency with
the approved State Management program developed under the Coastal Zone USC §1251tetct
of 1972, 16 USC §§ 1451 et seq.; 6) Federal Water Pollution Control Act,
seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water
Act of 1974, 42 USC §§ 300f-300j; 8) Protection of endangered species under the Endangered
Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean
air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Wild
(16 USC §§ 1271 et seq.) related to protecting certain rivers
and Scenic Rivers Acts
systems and 11) Lead -Based Paint Poisoning Prevention Act (42 USC §§ 4801 et seq.)
ased paint in residential construction or rehabilitation,
prohibiting the use of lead-b
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 CFR Part 900,
Subpart F); i ion
q) Titles II and III of the Uniform Relocation
treatment of persons d spla ed owhose property
cquisit
Act of 1970 (PL 91 646), relatingo fair
acquired as a result of Federal or federally -assisted programs;
r) Davis -Bacon Act (40 USC §§ 276a to 276a4), the Copeland Act (40 U.S.C. § 276c and 18
USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-333),
regarding labor standards for federally -assisted construction subagreements;
s) National Historic Preservation Act of 1966, §106 (16 USC § 470), Executive Order 11593,
and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.)
regarding historic property to the extent necessary to assist DSHS in complying with the Acts;
t) financial and compliance audits inof Stat s, LocalSingle
Government ,udit Act hand Non Profi mendments of 1996
and OMB Circular No. A-133, "Audits
Organizations;" and
General Provisions (Core Subrecipient 2009)
6/5/08 Page 3 of 38
u) requirements of any other applicable state and federal statutes, executive orders, regulations,
rules and policies.
If this Contract is funded by a grant or cooperative agreement, additional state or federal
requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein
by reference.
Section 1.08 Applicability of General Provisions 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 and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the
word "employees" in the fourth sentence; the remainder of the section applies),
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05,
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity);
7) Debt to State and Corporate Status, Section 3.01,
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency
contracts only).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771.
2) The Parties hereby certify that (1) the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected
agencies of State government; (2) the proposed arrangements serve the interest of efficient
and economical administration of the State government, and (3) the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the Constitution of
the State of Texas to be supplied under contract given to the lowest responsible bidder.
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health &
Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority
to enter into and perform this Contract.
c) The following additional provisions 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, Tex. 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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 4 of 38
Department, whether that date is prior to or after the date of any ratification by Contractor's
governing board.
ntactor
Section 1.09 Civil Rights Policies and CompC C it Rights Office wtse Upon request, ith copies oflall Contractor's
Health and Human Seryprovide the
ices Commission (HHS )ivil Rights of any
civil rights policies and procedures. Contractor must notify Heormance under this office of Ci no more than ten (10)
civil rights complaints received relating to p
tor's receipt of the claim. Notice must be directed to
calendar days after Contrac—
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll -free phone (888) 388-6332
Phone (512) 4384313
TTY Toll -free (877) 432-7232
Fax (512) 438-5885
ARTICLE II SERVICES
Section 2.01 Education to Persons in Department d licensed and/or funded residential facilities and who
that all persons, who are housed in
are twenty-two (22) years of age or younger, have access to educational services as required by Tex.
Educ. Code § 29.012. Contractor shallnotify§ dater 29 012 not ltion agency or local early intervention
than he third calendar day after t e date
program as prescribed by Tex. Educ. Code
s of age or younger is placed in Contractor's residential facility*
a person who is twenty-two (22) year
Section 2.02 Disaster Services.
In the event of a local, state, or federal emta eedisa�ster by he Governor, or a federal disaster by hey
and/or bioterrorism events, declared as a
appropriate federal official, Contra
so.bt evacuation; health and e called upon to assist smedica assist rice; assessment
appropriate, in the following areas. community
of health and medical needs; health survuati peillain-hospidtal care and hospital facility ical care personnel; health status; food, drug,
equipment and supplies; patient evac ,
and medical device safety; worker health andsafety;
and victimeidentification lth substand m rtu yubervices.t
information; vector control and veterinary
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 Carm provides medical, dental,
no Mder thi if
Cont ct,oeither directly or through contracts
psychological or surgical treatment to a
with subcontractors, the treatment of a minor shall be provided only if informed consent to treatment
is obtained pursuant to Tex. Fam. Code, Chapter 32 relating to consent to treatment of a child by a
General Provisions (Core Subrecipient 2009)
6/5/08 Page 5 of 38
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 chemical dependency 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 Tex. Health &Safety Code §
12.032, DSHS Rule § 1.91 covering Fees for Personal. Health Services, and other applicable laws or
grant requirements. The amount of a fee 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. If medications are funded under this
Contract, Contractor shall make needed medications available to clients at the lowest possible prices
and use the most cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency.
Contractor agrees to take reasonable steps to provide services and information both orally and in
writing, in appropriate languages other than English, in order to ensure that persons with limited
English proficiency are effectively informed and can have meaningful access to programs, benefits,
and activities. Contractor shall identify and document on the client records the primary
language/dialect of a client who has limited English proficiency and the need for translation or
interpretation services and shall not require a client to provide or pay for the services of a translator
or interpreter. Contractor shall make every effort to avoid use of any persons under the age of 18 or
General Provisions (Core Subrecipient 2009) 6/5/08 Page 6 of 38
as
er
sential communications with a c
any family member or friend of the client client has requested uesoted that person and the use of such alient
with limited English proficiency unless theq
person would not compromise the effectiveness of services or violate the client's confidentiality and
the client is advised that a free interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate
Status.
ru ill not issue payment o Contrac0tor if he
Department will not approve and the StateComptroller
Contractor is indebted to the State for any reason, an�current and willa tax cy. Contractor, remain currentlmats
corporation, certifies by execution of this Contract that it
payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes
under Texas law (Tex. Tax Code §§ 171.001 et seq., as amended). Contractor, if a corporation,
further certifies that it is and will remain
0od randinstat s s in
brewith the ach of this y of 'Contract. If
or co
false statement regarding franchise tax corporate
franchise tax payments become delinquent
during
delinquent Contract term, all or franchise taxi part of the din fulayments under
this Contract may be withheld until Contractor's
ment Due. Contractor agrees that any payments due under this
Section 3.02 Application of Pay
Ctactor, including but not limited to delinquent taxes
Contract will be applied towards
and child support that is owed to the State of Texas
ent
y for
Section 3.03 Use of Funds. Contractor agrees that rasonable and tallowab ashall llowableexpenses nd iirectly relatedlt those
e
provision of approved services and fo
services.
ided thruh this Contract
Section 3.04 Use for Match Prohibed•in securing otheContractor gfunding unlerees funds ss
e sdirect doorg approved by the
shall not be used for matching purposes
Department in writing.
ment funds
Section 3.05 Program Income. Grosso income
Attachmengand/ored from earned only as a result of ahrough a
project or activity performed under a Program
Program Attachment during the term of the Program Attachment are considered program income.
Unless otherwise required under the terms of he use ofrant fundi
income shall be used byniz this Contract, the dContractor ition toive,
as provided in UGMS § 25(g)(2), fort program
further the program objectives of the
same Progre or aal m Attachment project itute under which nwhichit Attachment
was made, and it shall be spent on g
Contractor shall identify and report this income in accordance with the Compliance and Reporting
or
Article of these General Provisions and he Pror�am1ons ofAttachm Attachment tegm and may not carry forwardtothe
ram Attachme
shall expend program income during g
succeeding term. Program income not expended in the term in which it is earned shall be refunded to
DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying,
General Provisions (Core Subrecipient 2009)
6/5/08 Page 7 of 38
billing, collecting, and reporting program income, and in utilizing it for the purposes and conditions
set forth in this Contract.
Section 3.06 Nonsuppl"Al ting. Contractor shall not supplant (i.e., use funds from this Contract to
replace or substitute existing funding from other sources that also supports the activities that are the
subject of this Contract) but rather shall use funds from this Contract to supplement existing state or
local funds currently available for a particular activity. Contractor shall make a good faith effort to
maintain its current level of support. Contractor may be required to submit documentation
substantiating that a reduction in 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 provisions of the Program
Attachment(s), 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
Attachments) and acceptable submission of a request for reimbursement; or
b) unit rate/fee for service. This payment method is based on a specified rate(s) or fee(s) for a
specified unit(s) of service, as stated in the Program Attachment(s) and acceptable submission
of all required forms and/or deliverable(s).
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the
Program Attachments) 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 not be paid. Consideration of requests for an exception will be made on a case -by -case
basis, subject to the availability of funding, and only for an extenuating circumstance, such as, a
catastrophic event, natural disaster, or criminal activity that substantially interferes with normal
business operations, or causes damage or destruction of a place of business and/or records. A written
statement describing the extenuating circumstance and the last request for reimbursement must be
submitted for review and approval to the DSHS Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time
working capital advance per term of the Program Attachment may be granted at the Department's
discretion. Contractor must submit documentation to the Division Contract Management Unit
General Provisions (Core Subrecipient 2009) 6/5/08 Page 8 of 38
eed
ng capital advance* I
assigned to the Program Attachment to justify
etnhe DepartmentsTheThe requirements for hheworking
capital advance must be liquidated as dire y
documentation justifying the need for an advance and the directions for liquidating the advance are
s Financial Procedures Manual located at
found in the Contractor'
htt ://www.dshs.state.tx.us/contracts.
ese
Section 4.05 Financial Status Reports (FSRs). Except sia categoed in rical General
al budgets
Provisions or in the terms of the Program Attachment( ), forontracts with c
Contractor shall submit quarterly FSRe1 Accounts Payable by the of the Program Attachment thirtieth
for Department �eview and
f the
month following the end of each quart
be submitted not later than sixty (60) days following the
financial assessment. The final FSR must
end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal
responsibility for paying for all or part of the services provided, including commercial health or
liability insurance carriers, Medicaid, or other federal, state, local, and private funding sources.
Except as provided in this Contract, Contractor shall screen all clientsandshall Contractor shall: (a)
Department for services eligible for reimbursement from third party p y
enroll as a provider in Children's Heaalthble covered by those programs, and bile Plan and Medicaid if l
those plans ng approvefor the services
uranc
authorized under this Contract that may
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 or to receivetherwise
for Department services, but cannot pay a deductible required by a third party p Y (d) not bill
services up to the amount of the deductible and to bill the Department for the deductible;
the Department for any services eligible for third party reimbursement until all appeals to third party
payors have been exhausted; (e) maintain appropriate documentation ors from the
serird vices partyayor
under
provided
reflecting attempts to obtain reimbursement; (f) bill all third party p Yprovide third
this Contract before submitting any request for reimbursement to Department; and (g)
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 amount of authorized funds under this Contract.
Contractor is entitled to payment or reimbursement
or e provided pursuant to thie service, s Contracts and/or If those product has been
authorized by the Department and p P
conditions are met, Department will make payment in accordance with the Texas prompt payment
law (Tex. Gov. Code Chapter 2251). Contractor must comply with Tex. Gov. Code Chapter 2251
regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department
ance or aoval of Contractor's performance, and all invoices and
shall not constituteacceptppr
or review by the Department.
Contractor's performance is subject to audit
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
General Provisions (Core Subrecipient 2009) 6/5/08
Page 9 of 38
has not refunded to Department, or if financial status reports) 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 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.
Section 5.05 No Fee or Profit, Except as provided in Section 2.05, Fees for Personal Health
Services, Contractor shall not charge a fee or make a profit with respect to the Contract. A fee or
profit is considered to be an amount in excess of actual allowable costs that are incurred in
conducting an assistance program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 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, DSHS will
notify Contractor in writing, and Contractor shall return the funds to DSHS within thirty (30)
calendar days of the date of this written notice. DSHS may withhold all or part of any payments to
Contractor to offset reimbursement for any 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 this
Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations.
Applicable cost principles, audit requirements, and administrative requirements include:
Applicable Entity
Applicable Cost
Princi les
Audit
Re uirements
Administrative
Re uirements
State, Local and
OMB Circular
OMB Circular
UGMS, OMB
Tribal Governments
A-87
A433 and UGMS
Circular A402, and
applicable Federal
awarding agency
common rule
Educational
OMB Circular
OMB Circular
OMB Circular A -I 10
Institutions
A-21
A433 and UGMS
and applicable Federal
awarding agency
common rule
General Provisions (Core Subrecipient 2009) 6/5/08 Page 10 of 38
Non -Profit rA�122
MB Circular
Organizations
For -profit 48 CFR Part 31,
Organization other Contract Cost
than a hospital and an Principles
organization named in Procedures, or
OMB Circular A-122 uniform cost
as not subject to that accounting
circular. standards that
comply with cost
principles
acceptable to the
federal or state
OMB Circular
A-133 and UGMS
Program audit
conducted by an
independent
certified public
accountant in
accordance with
Governmental
Auditing
Standards.
UGMS; OMB
Circular A -I 10 and
applicable Federal
awarding agency
common rule
UGMS and applicable
Federal awarding
agency common rule
A chart of applicable common rules is located on the Internet at
htt ://www.whitehouse* ov/omb/ ants/ceffecttnivenle Oto whichever proivisonpmlposesithe hmore
modifications prescribed by UGMS with g
stringent requirement in the event of a conflict.
ctor
it. if Contra
Section 6.02 Independent Single or least $ 00 dfunds awarded or atleast'
as $500,000n
fiscal year expends a total amount of at least 5 ,000 ,n sta e
federal funds awarded, Contractor must have Oa�nBglCircait or No. A 13 3�the Single -spec -lc audit in Audit Act of accordance984, P
with the Office of Management and Budget (OMB)
L 98-502, 98 Stat. 2327, and the Single Audit
Act Amendin
Ades federal fundspassed through by w ytof state
1396. The $500,000 federal threshold am
agency awards. The HHSC Office of inspector enelfr will notify the Contractor to
to compl to the Single Audit complete
the Single Audit Determination Registration Form.
Determination Form within thirty (30) days after
on-com notification
with this Contract IG to do so, oThe audit shall
subject to DSHS sanctions and remedies for n Pable OMB
conducted by an independent certified public accountant
Standards (UGMS)
Circulars, Government Auditing Standards, and Uniform Grant Management
located on the Internet atS0620.04doc, Contractor
htt ://www. overnor.state.tx.us/di
shall procure audit services in compliance
visions/state
this tsection, 1 tanes t fprocuremie t procedures, as well as
ll
with the provisions of UGMS. Contractor, unless Contractor is a governmengle audit services every five (5) ntal
ars and shall not use the
competitively re -procure i audit nartnerdent i(having primary responsibility for the audit) to conduct the
same lead or coordinating P
independent audit for more than five (5) consecutive years. Procurement of audit services must
comply with the procurement standards of 45 CFR Part 74 or 92, as applicable, including obtaining
General Provisions (Core Subrecipient 2009)
6/5/08 Page I 1 of 38
competition and making positive efforts to use small, minority -owned, and women -owned business
enterprises.
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
P.O. Box 149347
Austin, Texas 78714-9347
Texas Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 7870&5200
If Contractor fails to submit the audit report as required by this section within thirty (30) days of
receipt by Contractor of an audit report, Contractor shall be subject to DSHS sanctions and remedies
for non-compliance with this Contract.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this
Contract, including patient and client records that contain protected health information (PHI), and any
other information that discloses confidential personal information or identifies any client served by
DSHS, in accordance with applicable federal and state laws and Rules, including but not limited to 7
CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability and
Accountability Act [HIPAA]); Tex. Health & Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161,
1819 2419 245, 2519 534, 5769 5779 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159 and
all applicable Rules.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Department to request, collect and receive PHI and other
confidential information under this Contract, without the consent of the individual to whom the PHI
relates, for funding, payment and administration of the grant program, and for purposes permitted
under applicable state and federal confidentiality and privacy laws.
Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law,
Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or
other applicable laws or rules. Contractor shall disclose information described in Tex. Health &
General Provisions (Core Subrecipient 2009) 6/5/08 Page 12 of 38
described in I ex.
Safety Code § 614.017(a)(2) relating to speci eof hatf agency,tunless Con actor do uments that
Health & Safety Code § 614.017(c) upon request
iis not allowed to be disclosed under 45 CFR Part 164 or other applicable law.
the information
clientpatient and
Section 7.04 Security of Patient or Client Records.
Cntracto t on of medical or am
records in compliance with state and federal law g toy and reten
re
or to transfer
mental health and substance abuse patient recordsDepartmentwi t
i without heconsent or authorization of
original or copies of patient and client records tol, put
the patient or client, upon termination of the individual paact or a tient or is transferred to another ent to this Contract, as
applicable, or if the care and treatment ofor
entity. Prior to providing services funded under thclienis to ontrac transfercopiesa patient pat ent or�c entrrecords of
attempt to obtain consent from the patient in tion
another entity funded by DSHS upon termination
tsferred to another DSHS-ffunded contracttor.his Contract or a Program Attachment to is
Contract, as applicable, or if care or treatment is
Section 7.05 HIV/AIDS Model Workplace Guidelines.policies based on direct client
(humanes,
or programs, Contractor shall implement Departs P
immunodeficiency virus/acquired ate Contractors,
ficiency syndrome) Model Workplace ctors policy No. 90.021, and Contractor ishall educate
Businesses, State Agencies, and State Contra Y
employees and clients concerning HIV and its relintekdtoocndi the Model Workplace tions, including IDGuidelines can be S, in accordance with
the Tex. Health & Safety Code § 85.112-114. A
found at http //www dshs state tx us/hivstd/policy/ndf/090021.adf.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall rem Contractor shall retain and preserve all other reo,
federal statutes and regulations. At a minimum
including financial records that are generated or t orminat on of thicted by s Contract. actor eIf services sare funded
s
Contract, for a period of four (4) years after the
through Medicaid, the federal retention period, if more than four (4) years, shall apply. Contractor
shall retain all records pertaining to this Contract
thetaudit are are resolved.e subject litigation
requirements for
d the
litigation has ended or all questions pertainingontractor
Contractor may extend beyond the retention schedulesAdmin. Code Title 22, Part 9, § 165 1(b) and (c) or
retain medical records in accordance with Tex
other applicable statutes and regulations governingncluded in any subcontract t awards If Contractor hat
this provision concerning records retention is ily stored
ceases business operations, it shall ensure that records relating
g tothis Contract are secure
a least four (4) years from he date d
are accessible by the Department upon Department'srequest
Contractor ceases business or from the and address termination
of he party responsible for storage of records to the
Contractor shall provide the name
Division Contract Management Unit assigned to the Program Attachment.
General Provisions (Core Subrecipient 2009)
6/5/08 Page 13 of 38
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, aswell as duly authorized federal, state or
local authorities, including the Comptroller General of the United States, OIG, and the State
Auditor's Off ce (SAO), unrestricted access to and the right to examine any site where business is
conducted or client services are performed, and all records (including client and patient records, if
any), books, papers or documents related to this Contract. If deemed necessary by the Department or
the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents
related to this Contract. Further, Contractor shall 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
shall ensure that this provision concerning the right of access to, and examination of, information
related to this Contract is included in any subcontract it awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, 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 shall
ensure that this provision concerning the authority to audit funds will apply to funds received
indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in
any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records will be conveyed in writing to Contractor. Contractor shall
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.
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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 14 of 38
a good faith effort to
y with child abuse reporung
Nutrition Services. Contractor shall makeCode Chapter 261 relating to investigations of reports
guidelines and requirements in Tex. Fainen of
P
Ic
at
child abuse and neglect. Contractor shall 's Child Abuse implement
Screening, Documenting, Reporting Policy
includes at a minimum the Departme
for Contractors/providers and train all staff on reporting requirements. Contractor shall use the
DSHS Child Abuse Reporting
childabu e� ortinrm as required
. Contractor shall retain reporting documentation on site
www dshs statc.tx.us/
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 prtwo operation hours of d potentially affecting
Department -funded clients or participants within seve y
it
ed
Section 10.03 Litigation. Contractor shall
notify
the Division Cntractor affecting this ContrManagement and to whichnContrac or
to the Program Attachment of litigation related to
(7) calendar days of becoming aware of such a proceeding. This includes, but
is a party within seven
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.
inst the Contractor. Contractor shall notify the Division Contract
Section 10.04 Action Aga
Management Unit assigned to the Program Attachment if Contractor has had a contract suspended or
terminated for cause by any local, state or federal department or agency or nonprofit entity within
three (3) working days of the suspension or termination. Such notification shall include the reason
for such action; the name and contact information of the local, state or federal department or agency
umber. If the Contractor, as an
or entity; the date of the contract; and the contract or case reference n
organization, has surrendered its license or has had its license suspended or revoked by any local,
state or federal department or agency or non-profit entity, it shall disclose this information within
three (3) working days of the surrender, suspension or revocation to the Division Contract
Management Unit assigned to the Program Attachment by submitting a one page description that
includes the reasons) for such action; the name and contact information of the local, state or federal
e date of the license action, and a license or case reference number.
department or agency or entity; th
Section 10.05 Insolvency. Contractor shall notify in writing the Division Contract Management
Unit assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding
unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC)
within three (3) working days of the date of determination that Contractor is insolvent or
incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor
shall notify in writing the Division Contract Management Unit assigned to the Program Attachment
of its plan to seek bankruptcy protection within three (3) working days of such action by the
Contractor's board of directors.
Section 10.06 Misuse of Funds. Contra tor shall report to the Division Contract Management Unit
o the SAO, knowleedge of debarment, suspected fraud,
assigned to the Program Attachment and t any
program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, rules,
General Provisions (Core Subrecipient 2009)
6/5/08 Page 15 of 38
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-
AUDTT, or by Internet at htty://www.sao,state.tx.us.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who
has an ownership or controlling interest in the organization or who is an agent or managing employee
of the organization has been placed on community supervision, received deferred adjudication, is
presently indicted for or has been convicted of a criminal offence related to any financial matter,
federal or state program or felony sex crime. 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 indicted for or convicted of a criminal offense relating to involvement in any
financial matter, federal or state program or felony sex crime. Contractor shall make the reports
required by this section no later than three (3) working days from the date that the Contractor has
knowledge or reason to believe such activity has taken place. Contractor shall ensure that any person
who engaged, or was alleged to have engaged, in an activity subject to reporting under this section is
prohibited from performing direct client services or from having direct contact with clients, unless
otherwise directed by DSHS.
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:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state
assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment,
declared ineligible, or 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;
General Provisions (Core Subrecipient 2009) 6/5/08 Page I6 of 38
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
f) that no person who has an ownership or cbeen trolling gent
convicted of a criminal offense related toor managing employee of Contractor has
involvement in any program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three-year Period preceding this Contract, has
been convicted of or had a civil judgment rendered
against
to obtain, co perfosrmingion f fraud a priva�e or
criminal offence in connection with obtaining, attempting
tract under a private or public transaction,
public (federal, state or local) transaction esCOn hiding hose proscribing price fixing between
violation of federal or state antitrust statutes ( in or commission of
competitors, allocation of customers bribery,
falsifcationporltors and bid destru Lion of records, making false
embezzlement, theft, forgery, Y
statements or false claims, tax evasion,
businessstruction of J integrity or business honesty that seriojustice, receiving stolen usly ly and any
other offense indicating a lack of
directly affects the presentalsr ssponsibility of rr presently indicted factor or its principals;
or otherwise criminally or civilly charged by
h) neither it, nor its princincep P
a governmental entity (federal, state or local) with the commission of any of the offenses
enumerated in subsection g) of this section; and
i) neither it, nor its principals within athree-year period preceding this Contract has had one or
ted for cause or default.
more public transaction (federal, state or local) termina
to
uired
Contractor shall include the certifications in this subcontracts and colic solicitations for subcont acts.section, withut modification (except asgWhere
make applicable to the subcontractor), in all subc an
Contractor is unable to certify to any of the statements
Unit assigned to the Program Attachment., If
explanation to the Division Contract Manage
Contractor's status with respect to the itemscertified
i Contract Mangeme t Unit asse changes during the igned torthe Program
Contractor shall immediately notify the Division
Attachment. 1. Tex Fam. Code
Section 11.02 Child Support Delinquencies. A a days del quent in paying c held 231.006,
6and a
support obligor who is more than thirty sole
Galen partner, shareholder, or owner with an
business entity in which the obligor is a sole proprietor, p
five percent (25 orservices or rece4 a to e fu ded grant ort eligible to receive payments from
ownership interest of at least twenty -
funds under a contract to provide property, ma
loan. If applicable, Contractor agrees to maintain
ceivetthe payment s eligibility ospec specified n hreceive is Contract, and
Contract, certifies that it is not ineligible to re P
acknowledges that this Contract may be terminated and payment may be withheld if this certification
is inaccurate.
Section 11.03 Authorization. Contractor certifies that ion or similar ossesses laction has been duly authority to contract for the
services set forth in this Contract and that a resolute ,the
adopted or passed as an official act of the Contractor
d assdur�ancesauthocontained bg of the
n this
organization under this Contract including all understandings
Contract, and directing and authorizing the person identified as the authorized representative of the
General Provisions (Core Subrecipient 2009)
6/5/08 Page 17 of 38
Contractor to act in connection with this Contract and to provide such additional information as may
be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to
give, nor intends to give at any time hereafter, any economic opportunity, present or future
employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value
to a DSHS or HHSC official or employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004
and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial
participation by a person who received compensation from DSHS to participate in developing,
drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document
on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor
anyone acting for 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; (b) Pursuant to Tex. Gov.
Code § § 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if the Contractor or
any person who would have financial participation in this Contract has been convicted of violating
federal law, or been assessed a federal civil or administrative penalty, in connection with a contract
awarded by the federal government for relief, recovery or reconstruction efforts as a result of
Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor
certifies that the individual or business entity named in this Contract is not ineligible to receive the
specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that
this Contract may be terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 15 USCA Sec. 1, et seq. and Tex. Bus. &Comm. Code §
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 a 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 this Contract within the applicable time frame prescribed in this Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Board, Officers and
Employees. Contractor and its governing board shall bear full responsibility for the integrity of the
I and programmatic management of the organization. This provision applies to all organizations,
including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not4or-
profit organizations. Each member of Contractor's governing board shall be personally accountable
General Provisions (Core Subrecipient 2009) 6/5/08 Page 18 of 38
of the beginning or
for all funds and materials received from Department. Within Contract,thirty a ),eachymember of Contractor 'se
term of each Contract (including each renewal of the
board shall sign a statement affirming his or her acknowledgement
membersof he board shall sign the of personal accountability for
Contract funds on a form supplied by Department. N
in
statement within thirty (30) days of becoming a board member. Contractor shall maintain the signed
form for inspection by DSHS. The responsibility of ConnC1eS 'sroceduresg and appl board cable federal also e
accountability for compliance with Department Rules, p Piencies
and state laws and regulators; and correction of fiscaes. Furtherl and airiC retractor's governdefici ing board hall
self -evaluation and Department's monitoring process
ensure separation of powers, duties, and functions as ooboard
members of he Contractor' governing
including the executive director, shall not serve gloyee
oContractor
board. No member of Contractor's governing board, or officer
f fic r or change in status of any personvote
for, confirm or act to influence the employment, co pity (as defined in
related within the second degree of affinity or thethird body or the offdegree of gceir or any employee Tex.
Gov. Code Chapter 573) to the member of the governing
authorized to employ or supervise such person. This prohibition does n0 of two ot prohibit the years prior to
employment of a person who has been co ti the sly officer, employee, oployed for a r governeriod ing body member related
the election, appointment or employmentto the governing board,
res
C
to such person in the prohibited
degree.
e ores sThese
ractors1
officers and employees of trictiOIgnorns ance of any Contractprovisionsor other
ined or referenced in this Contract em nt shall not constitute a defense or basis or
requirements conta
waiving or appealing such provisions or req
Contractor
Section 12.02 Management and ControlContractor's Financial Procedures shall
Manual and anyall
of is
requirements of the Department s Contra
epartment's web site*
subsequent amendments, whichtract aiContractor slable at the hall maintain an appropriate contract
htt ;//wIIIwwll
.dshs.state.tx.uspecifications
administration system to insure that all terms, conditions, ent and control systems that met ortexceed ractor the
develop, implement, and maintain financial management
requirements of UGMS and adhere to procedures dude at ain Department's
part ent's Contractor's Financial
Procedures Manual. Those requirements shall inc
a) financial planning, including the developorized activitiesnt of
and the adequate determination ets that adequately reflect all of functions
and resources necessary to carry out auth
costs;records that are accessible
b) financial management systems that ion of funds accurate rovided and r each Program Attachment of
and identify the source and application P
this Contract, original source documentatand are traceable from he transaction ton substantiating that costs are lo.the
solely allocable to the Program Attachment
general ledger; and
ion
c) effective internal and budgetary controlslo ab P tri of costson of c timely and appropr9 tetaudit and
of reasonableness, allowableness, and al Y
resolution of any findings; billing and collection
li and third mechanism capable of billing
and making reasonable efforts to collect from clients
General Provisions (Core Subrecipient 2009)
6/5/08 Page 19 of 38
Section 12.03 Insurance. Contractor shall maintain insurance or other means of replacing assets
purchased with Department funds.
Section 12.04 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 monies and property received by virtue
of his/her position or employment.
Section 12.05 Liability Coverage. Contractor shall also maintain liability insurance coverage,
referred to in Tex. Gov. 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 12.06 Overtime Compensation. Except as provided in this section, Contractor shall not use
aMy 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 12.07 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, buildinghealth, fire,
and safety standards. ,
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format
provided in the Department's Contractor's Financial Procedures Manual to the Department's
Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714.
9347, 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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 20 of 38
that its current Cost Allocation Plan for the current year is the same as that submitted to DSHS for the
previous yeaz. In the event that the Cost Allocation Plan changes during the Contract term, Contractor
must submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty
(30) calendar days after the effective date of the change. Cost Allocation Plan must comply with the
guidelines provided in the Department's Contractor's Financial Procedures Manual located at
htt ://www.dshs.state.tx.us/contracts.
Section 12.09 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
htt ://www.dshs.state.tx.us/contracts.
Section 12.10 Historically Underutilized Businesses (HUBS). If Contractor was not required to
submit a HIJB subcontracting plan and if subcontracting is permitted under this Program Attachment,
r subcontracting with HUBs as set
Contractor is encouraged to make a good faith effort to conside
forth in Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may
w.window.state.tx.us/procurement/nroQ/hub. If Contractor has
obtain a list of HUBs at httn'//ww
filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. if Contractor
desires to make a change in the plan, Contractor must obtain prior approval from the Department's
HUB Coordinator of the revised plan before proposed changes will be effective under this Contract.
Contractor agrees to make a good faith effort to subcontract with HUBs during the performance of
this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the
15th day of each month for the prior month's activity, if there was any such activity, in accordance
with 34 Tex. Admin. Code § 20.16(c).
Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when
the products and materials are available at a price and time comparable to products and materials
produced outside of Texas as required by Tex. Gov. Code § 2155A441.
Section 12.12 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
w thesubcongor exceeding ractors shall be in writing,000,Contractor nclude the
obtain written approval from DSHS Contracts
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 that cover a term within the beginning and ending dates of the applicable
Program Attachment(s);
f) access to inspect the work and the premises on which any work is performed, in accordance
with the Access and Inspection Article in these General Provisions; and
g) a copy of these General Provisions and a copy of the Statement of Work and any other
provisions in the Program Attachment(s) applicable to the subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall
monitor subcontractors for both financial and programmatic performance and shall maintain pertinent
General Provisions (Core Subrecipient 2009)
6/5/08 Page 21 of 38
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, rules, 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 12.13 Status of Subcontractors. Contractor shall include in all its contracts with
subcontractors, the certifications stated in the Assurances and Certifications Article of these General
Provisions. Contractor shall also require all subcontractors to certify that they are not delinquent on
any repayment agreements; have not had a required license or certification revoked; and have not had
a contract terminated by the Department. Contractors shall further require that subcontractors certify
that they have not voluntarily surrendered within the past three (3) years any license issued by the
Department.
Section 12.14 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 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall
direct and be responsible for the performance of its employees, subcontractors, joint venture
participants or agents. Contractor is not an agent or employee of the Department or the State of
Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its
employees, subcontractors, joint venture participants or agents will not be eligible for unemployment
compensation from the Department or the State of Texas.
Section 12.16 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 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is
solely responsible for filing all required state and federal tax forms and making all tax payments. In
the event that the Department discovers that Contractor has failed to remain current on a liability to
the IRS, this Contract will be subject to remedies and sanctions under this Contract, including
immediate termination at the Department's discretion. In the event of Contract termination under this
section, the Department will not enter into a contract with Contractor for three (3) years from the date
A termination.
General Provisions (Core subrecipient 2009) 6/5/OS Page 22 of 38
tten notice to L V�
Section 12.18 Notice of Organizational Changes Contractor
onotr� cantor shall ent W within ten (10) bus mess
Division Contract Management Unit assigned to the g y personnel, officer,
days of any change to the following: Contractor's
tame; c oraauthority to do business in Texas. A
director or partner; organizational structure;g
ian amendment to this Contract in accordance with the
change in Contractor's name requires
Amendments section of these General Provisions.
Section 12.19 Quality Managemento rCeontractor shall comply with quality management
requirements as directed by the Depart
ns an
Section 12.20 Equipment (Including Controlled Assets) useful 1 lifetime of more thant chases. n one Year andan
of nonexpendable, tangible personal property having
acquisition cost of $5,000 or more, and "co trotn assetled s with an acquisition cost of $500 or more:
regardless of the acquisition cost, and the follow'g
desktop and laptop computers, non -portable printdelaboratorrs and y equipment, and media equipmentpment,
communication devices and systems, medical an
all equ
Contractors on a cost reimbursement payment artment, Cohod ntractor is requed tenitiatehhe purchase
of equipment is approved in writing by the Dep
of that equipment in the first quarter of the Contract resul to Boss of availability oram Attachment f funds applicable.
rlthe le.
Failure to initiate the purchase of equipment m yarter
oved equipment after the first qu
purchase of equipment. Requests to purchase previously appr
sion Contract Management Unit assigned to of
the Program Attachment must be submitted to the
the Program Attachment.
arry
Section 12.21 Supplies. Supplies are defined as consumable itemsan t rial su necessary
li sc offi eusupplies,
t the
services under this Contract including medical supplies, drugs, j PP
are, and any items of tangible personal property other than those
patient educational supplies, softw
defined as equipment above.
Section 12.22 Changes to Equipment List. All itms of equipment purchased with funds unde ist as finally approved by he Department in the
Contract shall be itemized in Contractors equipment
executed Contract. Any changes to the approved equipment list in the executed Contract must be
approved in writing by Department prior to purchase he P oeguipment. Contractor ram Attachment, a writtenld sc ptiomit n he
Division Contract Management Unit assigned g
including complete product specifications and willstification prior to purchasing any item of
acknowledge is approval by means of a
unapproved equipment. If approved, Department
written amendment or by written acceptance of Contractor's Contract Revision Request, as
appropriate.
ll maintain a
Section 12.23 Property Inventory and Protection ntf rolled assets) inventory ntractor aand submit an annual
nonexpendable personal property (equipment Cocumulative report to the Department's Contract Oversight October Support h of Section,ach Mail Code for 6, P P.O.
Box 149347 Austin, Texas 78714-9347, no later than
report (Form GC-11) is located on the DSHS website at
/fnrms_tihtm. Contractor shall administer a program of
General Provisions (Core Subrecipient 2009)
6/5/08 Page 23 of 38
maintenance, repair, and protection of assets under this Contract so as to assure their full availability
and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise compensated for
any loss of, destruction of, or damage to the assets provided under this Contract, Contractor shall use
the proceeds to repair or replace those assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property,
equipment, and supplies in possession of Contractor from the bankruptcy, and title shall revert to
Department.
Section 12.25 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 with 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 12.26 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 are not
allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American
Hospital Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, at any time during or after the Contract term, of equipment 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 UGMS. If, prior to the end of the useful life, any item of equipment is no longer needed to
perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or
registration or had an acquisition price equal to or greater than $10,000, Contractor shall request
disposition approval and instructions in writing from the Division Contract Management Unit
assigned to the Program Attachment. 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.
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no
additional renewals or that will not be renewed (Closeout), Contractor shall submit to the Division
Contract Management Unit assigned to the Program Attachment, 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 12.29 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.
General Provisions (Core Subrecipient 2009) 6/5/08 Page 24 of 38
ARTICLE XIII GENERAL TERM5
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell with funds from this tContract without the prior
part, in this Contract, or in any equipment purchased
written consent of the Department.
ch
Section 13.02 Lobbying. Contractor shall comply
ith fundsex. Gov Code § 556.55, pay lobbying expenses. hi herohibits
contractors who receive state funds from using ply or
Contractor shall not use fundsoffiaid under cer or employls Contract to pay any ee of any federal or staterson for agency, la influencing
Congress,
attempting to influence an o P
member of Congress in connection with the
an officer or employee of Congress, or an employe
atione of a enewal,1 amendment, or modification of any
awarding of any contract or the extension, co
contract (31 USCA § 1352, as amended, and UDGMsion Contract Management Unit assigned to 00
time this Contract exceeds the
of federal funds, Contractor shall file with the
istrant under
Program Attachment a declaration co aini gn h contacts on behalf of Contractor e of any regithe
tonne t on with
Disclosure Act of 1995 who has m lobbying co
this Contract, a certification that none of thefunds provided by Department have been or will be he names of any and al registered lobbyists with whom d
for payment to lobbyists, and disclosure of t disclosure at
Contractor has an agreement. Contractor shall uCon oe thef this Contract nlesstCont ac or previously he
time of application for this Contract, upon eand at the end
filed a declaration, certification, or disclosure
form
eve t that m tconnection with the awards rially affects the accuracy of
uracy f the
each calendar quarter in which there occurs any
information contained in any declaration, certification, asubcontracto
tfilisceure previously filed. Contractor same declaration, ert certification,
e
require any person who requests or receives
and disclosure with the Division Co 1 cabltract e4with the lobbying restanagement Unit rictions andto the requirements equ ements n OMB
Contractor shall also comply, as app
Circulars A422 Attachment B paragraph 25cgthishment on many on 2 7; A..1 subcontracts.
Section and
A-21 paragraphs 17 and 24. Contractor shall include
ment that it does not have
Section 13.03 Conflict of Interest.
Contractor
other interest that t would de conflict in any manner with the
or
shall it knowingly acquire any financial orbut are not
performance of its obligations under thisContract.00 tracbetweents of eContractorrest eits print pal
limited to, an existing or potential businessPersonal relationship
epartment
(or a member of the principal's i ds or empte loyees, or any lolthe ate�ent entity or person inr subcontractor volved in any
or HHSC, their commissioners, offs P safeguards to
way in any project that is the subject of this Contractsse that coractor nstitutes stitutes orlpresentslthe appearance of prohibit
employees from using their positions for a p rp
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 Contract before en ethe
ringynho the at is ptransact on f the work
r mtmed immediately
Department is purchasing under this
upon discovery. Contractor shall submit to the and telephone number of the ivision Contract arelat d partynagement ,, how the party is
Program Attachment the name, address a P will erform under this Contract. A related
related to the Contractor and the work the related party P
General Provisions (Core Subrecipient 2009)
6/5/08 Page 25 of 38
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.
Code Chapter 573. Contractor shall maintain records and supply any additional information
requested by the Department, regarding a transaction between related parties, needed to enable the
Department to determine the appropriateness of the transaction pursuant to applicable state or federal
law, regulations or circulars, which may include 45 CFR part 74, OMB Circ. No. A410, 2 CFR §
215.42, and UGMS.
Section 13.05 Intellectual Property. Tex. Health &Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright, patent,
or trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use, or a work specially
ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS
owns works made for hire unless it agrees otherwise by contract. To the extent that title and
interest to any such work may not, by operation of law, vest in DSHS, or such work may not
be considered a work made for hire, Contractor irrevocably assigns the rights, title and
interest therein to DSHS. DSHS 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. 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
awarding agency _)" or "The project described was supported by grant number from
(federal awarding agency )" and "Its contents are solely the responsibility of the authors and
do not necessarily represent the official views of the (federal awarding agencv)."
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)
General Provisions (Core Subrecipient 2009) 6/5/08 Page 26 of 38
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, the Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the DivisionUnit assigned to the
Contract Management
Program Attachment.
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractta l ° Intanr any gible property that was developed, produced orent shall have the sole
rights and interest in all non-copyrightab gl P
obtained by Contractor as a specific requirement etc. Contractor hall cooperate with Departmer any grant ent and
this Contract, such as domain namesfunds
, U
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 this Contract.
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
ined in this Contract is to be construed as jointly drafted, proposed s
nd
agree that the language conta
accepted. isions of this
Section 13.08 Legal Notice. Any notice required or permitttnd to be the givenbybusiness e prafter the date on
Contract shall be deemed to have been received by a Party
which it was mailed to the Party at the address first given above (or at such other address as the Party
shall specify to the other Party in writing) or, if sent by certified mail, on the date of receipt.
Section 13.09 Successors. This Contract
in thal be binding upon the Parties and their successors and
tracto
assignees, except as expressly provided
Section 13.10 Headings. The articlesany way to define, limit or describe the scope ortntent
of reference only and shall not be construed in
of any provisions.
Section 13.11 Parties. The Parties represent to ntch other that they are entities fully and are capable of understanding the terminology
with
transactions of the kind reflected by this document,
and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this
Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program
Attachment for any reason shall not release either Party from any liabilities or obligations set forth in
this Contract that (a) the Parties have expressly agreed shall survive any such termination or
expiration, or (b) remain to be performed or (c) by their nature would be intended to be applicable
following any such termination or expiration.
Section 13.13 Direct Operation. The Department may temporarily assume operations of a
Contractor's program or programs funded under this Contract when the continued operation of the
General Provisions (Core Subrecipient 2009)
6/5/08 Page 27 of 38
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. Code Chapter
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 this Article. Contractor's
request for certain budget revisions or other amendments must be submitted in writing, including a
justification for the request, to the 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 13.16 Contractor's Notification of Change to Certain Contract Provisions.
The following changes may be made to this Contract without a written amendment or the
Department's prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the Solicitation
Document, if any,
c) cumulative budget 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;
d) minor corrections or clarifications to the Contract language that in no way alter the Contract
scope of work, objectives or performance measures; and
e) a change in the Contractor's share of the budget concerning non-DSHS funding other than
program income and match, regardless of the amount of the change, provided that in changing
the budget, Contractor is not supplanting DSHS funds.
Contractor within ten 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. A Contractor's
Revision Request is an alternative method for amending certain specified provisions of this Contract
that is initiated by the Contractor, but must be approved by DSHS. The following changes to this
Contract may be made through a Contractor's Revision Request, rather than through the amendment
process described in the Amendment section of this Article:
General Provisions (Core Subrecipient 2009) 6/5/08 Page 28 of 38
ir
ct cost
t other
a) cumulative budget line item transfers among ldm nts of $1a00g000 or more,tprovidedthe gthat he t
category, that exceed 10% of Program Attac
total budget amount is unchanged;
b) line item transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location; ent to an item of
d) change in equipment list substituting an purchase of equipment equival of XYZ brand computer instead of approved it
on the approved budget, (For example,
ABC brand computer with essentially identical features the equipment ment budget; (other than
e) changes in the equipment category of a previously approvede q P
equires an amenment to this Contract);
acquisition of additions equipment,$ Circular cost phich r rin pies as requiring prior approval,
f) changes specified in applicable OM
regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums, membership
fees); and
g) changes to community sites, independent school districts or schools, in substance abuse
Program Attachments.
rated provisions
In order to request a revision of any of the enume ebsite and complete he�Contractor form as directed by the D partment.
Revision Request form from the DSHS w
Two copies of the completed form must be sigoriginal, sd by tractor's representative who is igned forms must be submitted t authorized
zed to
sign contracts on behalf of Contractor, and both
Division Contract Management Unit assigned Direto the ctorgof Cram lient Services Contrrac Contracting Uri t revisionA
will not be effective unless signed by the Dtachment
separate Contractor Revision Request is revision maeoreach Program tfor an amendment des ribed in
Circumstances of a requested contract re Y indicate the need
the Amendment section of this Article rather than a contract revision under this section.
Section 13.18 Immunity Not Waived. THE PARTS EXPRESSLY AGREE THAT IN ANY WAY INTENDED TO CONSTITUTE
OA
PROVISION OF THIS CONTRACT IS
WAIVER BY DEPARTMENT OR THE STATT OR HE STATE OF TEXAS MAY HAE OF TEXAS OF ANY IMMUNITIES VE BY IT
OR FROM LIABILITY THAT DEPARTMEN
OPERATION OF LAW .
dependent
Section 13.19 Hold Harmless and Indemnification.ntractor, as an
employeesnand officers, and there
agrees to hold Department, the State of Texas,
federal government harmless and to indem�sfxent that such ciosts,lfeess�
damages and judgments, and to pay all costs, fees, and damages to the e
and damages arise from performance
or or agents under this Contractance of ' its employees,
subcontractors, joint venture participants
Section 13.20 Waiver. Acceptance by either Party of artial cotitute a waiver of either her Party sance or failure to complain of
any action, non -action or default under this Contract shall not
rights under this Contract.
act includes the
Section 13.21 Technology Accessibility. If performance other electronicunder this information resources for
development, modification or maintenance of a websrte or
General Provisions (Core Subrecipient 2009)
6/5/08 Page 29 of 38
DSHS or for the public on behalf of DSH5, Contractor expressly acknowledges that state funds may
not be expended in connection with the purchase of electronic information resources unless those
resources meet certain statutory and regulatory requirements relating to accessibility by persons with
visual, hearing, motor/physical, and cognitive learning disabilities as defined by Section 508 of the
Rehabilitation Act of 1973, as amended. Accordingly, Contractor represents and warrants to DSHS
that the electronic information resources provided by Contractor to DSHS for purchase are capable,
either by virtue of features included within the technology or because they are readily adaptable by
use with other technology, of -
a) providing equivalent access for effective use;
b) presenting information, including prompts used for interactive communications; and
c) being integrated into networks for obtaining, retrieving, and disseminating information.
For purposes of this section, the phrase "equivalent access" means a substantially similar ability to
communicate with or make use of the electronic information resource, either directly by features
incorporated within the technology or by other reasonable means jointly agreed to by DSHS and
Contractor, such as assistive devices or services that would constitute reasonable accommodations
under the federal Americans with Disabilities Act or similar state or federal laws. Examples of
methods by which equivalent access might 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
customizable display appearance. Electronic information resources under this Contract must comply
with 1 Tex. Admin. Code Chapters 206 and 213, as applicable.
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:
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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 30 of 38
imposi
ion ot
services or goods. HHSC OIG may inve eCau it and impos
and may monitor Contractor fortfinancial
sanctions to Department for any breach of this
ach item of
compliance. The Department may impose rone
s
noncompliance and will determine sanctions on a case-by-casecase basis.ore reedies oraContractor fornctions is responsible for
The
of or use of one
r more of the
complying with all of the terms of this Contractofany ons under oth s Contract remedies
states
or sanctions listed below does not relieve ContractorY
rovisions of this
or federal statute, rule or regulation, or fedeoTalcanline ill prevail over the be read together wpth the provis on(s) of
Article unless the statute, rule, regulation, guideline
this Article to give effect to both. If the Contractor
but not limited t complianbreaches this Contract by cce with applicable with
one or more of the terms of this Contract, in $
statutes, rules or regulations, the Department may take one or more of the actions listed below:
a) terminate this' Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination, the Department will inform Contractor of the
termination no less than thirty-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
te
to the termination, the reasons for the termination, and, if applicable, alert the Contractor of
of . Gov. Code Chapter
the opportunity to request a hearing on the termination pursuant to Tex
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 this 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's costs resultingfrom obligations
by the unori e of suspensby ion wring a suspension are
not allowable unless expressly
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 this Contract;
e) disallow costs and credit for matching funds, if any, for all or part of the activities or action
not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
or
temporary withholding of a working capital advance, if applicable, °endin reimbursements
ut on of
payments to Contractor for proper charges or obligations incurred, p g
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
tractor for (1) unallowable, undocumented, disputed,
Department retains funds billed by Con
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;
General Provisions (Core Subrecipient 2009)
6/5/08 Page 3l of 38
h) declare this Contract void upon the Department's determination that this Contract was
obtained fraudulently or upon the Department's determination that this Contract was illegal or
invalid from this Contract's inception and demand repayment of any funds paid under this
Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any
other state bid list, and barred from participating in future contracting opportunities with the
State of Texas;
j) delay execution of a new contract or contract renewal 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 or more detailed, financial and/or programmatic reports to be submitted by
Contractor,
o) demand repayment from Contractor when it is verified that the Contractor has been overpaid,
e.g., because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices, or failure to comply with Contract terms;
p) reduce the funding amount for failure to achieve or maintain the proposed level of service, to
expend funds appropriately and at a rate that 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 reasonably determined by
DSHS;
s) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, or any
penalty permitted by statute and 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, e.g.,
because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices or failure to comply with Contract terms;
v) assess liquidated damages; or
w) impose other remedies or penalties permitted by statute.
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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 11 of 38
ther than in
he case ot repaymen of
reconsideration of the remedies and sanctionsimposed, ifteenO(15) calendartdays of receipt of notice, a
recoupment, Contractor is required to file,
written response to Department acknowledging receipt of such notice. If requested by the
Department, the written response shall state how ttherremedi s or sanction(s) (s) are based actor shall correct the tarece or
either
demonstrate to writing that the findings on which
invalid or do not warrant the remedies or sanctois subjecat to review under a federal ores ter
sanction is warranted, unless the remedy or sanction
rule, or guideline, Department's decision is final. Department shall provide written
statute, regulation,
notice to Contractor of Department's decision. required is warranted, DSHSewill issue a demandtletter
corrective action. ff DSHS determines that repayment
ce in
to Contractor for repayment. If full repaymentis not received within
will recoup the amount time
duto DSHSfrom funds
demand letter, and if recoupment is available,
otherwise due to Contractor.
ediately
Section 14.04 Emergency Action. In an emergency,
rgor cermanently withhold ment may ca h payments, eny or
suspend all or part of this Contract, temporarily P
contract renewal or future contract awards, or desonfor the emergency action. contrag written notice ct
Contractor, by any verifiable method, stating the
is defined as the following:
ct on
a) Contractor is noncompliant and the noncompliance tadverse impact may be programmatic a direct adverse ahorpublic
or client health, welfare or safety. The dir rovidin inade uate services,
financial and may include failing to provideg q services, p
ng
ces so
providing unnecessary services, orbut hers scope ofrwork or that
measures; or
not
receive the benefits contemplated y p
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncomplion this an emere natu e o f the noncompliance r conduct.gency will be determined by partment
on a case -by -case basis and will be based up
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT
Section 15.01 Breach of Contract Claim. hater 2260 andbmplementedtincDepartment Rulese§§
Department provided for in Tex. Gov. Code Chapter
1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim
against DSHS.
the Parties cannot resolve
Section 15.02 Notice. Contractor's claims for breachthis Contract that negotiation process provided in Tex. Gov
in the ordinary course of business shall be submit o
Code Chapter 2260, subchapter B. To initiate the General Counsel. Contractor
notice u hall specifically states
required by subchapter B, to DSHS s Office of
y of the notice shall also
that the provisions of Chapter 22% subchapter B, are bactor. Subchapter Bps a condition precedent
ein
be given to all other representatives of DSHS and
to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260, subchapter C.
General Provisions (Core Subrecipient 2009)
6/5/08 Page 33 of 38
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260,
subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged
breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided
in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue
from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither the execution of this
Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract
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
A 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's costs resulting from obligations incurred by Contractor after termination of an award are
not allowable unless expressly authorized by the notice of termination. Upon termination of this
Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest
extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or
Program Attachment, as applicable, to DSHS or 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 2009) 6/5/08 Page 34 of 38
xtension
or supplemental award; or kt,+) voiding
competing or noncompeting continuation, renewal, eobtained�fraudu ent y, or was otherwise illegal or
A a contract upon determination that the award was
invalid from inception.
Section 16.04 Termination Without Cause.
Attachment, as applIcableg with at c2a
a) Either Party may terminate this Contractor a Pooh other Party, except that if Contractor seeks
thirty (30) calendar days prior written. notice
t lit nn notice
ninety (90)lclendar days
client servicesi
to terminate a Contract or Program Atttaprior written
Contractor must give the DepartmentW s are not
and must submit a transition planclient service
Attachment by muttual agreement.
b) The Parties may terminate this Contract or a
Programc) Either Party may terminate this Contract or a Program Attachment with at least thirty (30)
y in the event funds become unavailable
calendar days prior written notice to the other ansfer of funds between programs or health and
through lack of appropriations, budget cuts,
human services agencies, amendments to theappropriated
proorp t dlfund ngons �forth s Contrarct or Program
consolidations, or any disruption of curre pp P
Attachment.
d) Department may terminate this Contractnation isr a gn the bram testmerest o thel Stat of Texast e
sole determination of Department, terms
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
ct that
breach of
ct
terminate this Contract, in whole or in part, fortra calendar daysr for any other conwritten notice tojeopardizes the Contract objectives, by giving a least thirty
Contractor. Such conduct may include one or more of the following:
a)
b)
c)
�!7
e)
fl
a court of competent jurisdiction finds that Contractor has failed to adhere to any laws,
ordinances, rules, regulations or orders any public failauths to allow its employees oJurisdic r those of
Contractor fails to communicatDepartment
its subcontractor to communicate with Department as necessary for the performance of this
Contract;
Contractor breaches a standard of confidentiality with respect to the services provided under is
Contractor
�i
this Contract;
Department determines that
otherwise se unable oru nwilling�perform
o fulfill any of is
under this Contract or that Contractor
tures or assets;
requirements under this Contract actor, its agent anotherepresentariveor exercise adeuate contl over loffered or gave a
Department determines that Con
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;
Dnancial participation by a person who
epartment determines that this Contract includestin developing, drafting or preparing he
received compensation from DSHS top p
specifications, requirements or statement(s) of work or Solicitation Document on which this
Contract is based in violation of Tex. Gov. Code § 2155.0040
Contractor appears to be financially unstable. Indicators of financial instability may include
one or more of the following:
1) Contractor fails to make payments;
2) Contractor makes an assignment for the benefit of its creditors;
General Provisions (Core Subrecipient 2009)
6/5/08 Page 35 of 38
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by
insurance) is rendered by any court or governmental body against Contractor, and
Contractor does not (a) discharge the judgment or (b) provide for its discharge in
accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar
days from the date of entry of the judgment, 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 is issued by any court against all or
any material portion of the property of Contractor, and such writ or warrant of attachment
or any similar process is not released or bonded within thirty (30) calendar days after its
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
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 shall 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
General Provisions (Core Subrecipient 2009) 6/5/08 Page 36 of 38
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 Tex. Gov. Code § 2105.302, after receiving notice from
the Department of termination of a contract with DSHS funded by block grant funds, Contractor may
request an administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT RECONCILIATION
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own
terms, Contractor shall cease services under this Contract or Program Attachment and shall cooperate
with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities
under this Contract to DSHS or other entity designated by DSHS. Upon receiving notice of Contract
or Program Attachment termination or non -renewal, the Contractor agrees to immediately begin to
transition recipients of services to alternative service providers, as needed. Contractor also agrees to
completely cease providing services under this Contract or Program Attachment by the date specified
in the termination or non -renewal notice. Contractor shall not bill DSHS for services performed after
ntract or Program Attachment, or incur any additional expenses
has expired. Upon terminat
once this Contract or Program Attachment is terminated or has expiration
termination or expiration of this Co
or non -renewal of this Contract or a Program Attachment, Contractor shall immediately initiate
Closeout activities described in this Article.
et. The Department shall have the right to administratively offset
Section 18.02 Administrative Offs
amounts owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other
Closeout reports required under this Contract within sixty (60) calendar days after the Contract or
Program Attachment end date. Unless otherwise provided under the Final Billing Submission section
of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are
not received within sixty (60) calendar days after the Contract or Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount to
which the Contractor is finalWlesu
ydetermined
entitled
ContContractor shallunder
paypay any refund amount due a
debt to the Department and
within the time period established by the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program
Attachment does not affect the Department's right to disallow costs and recover funds on the basis of
a later audit or other review or the Contractor's obligation to return any funds due as a result of later
refunds, corrections, or other transactions.
Section 18.06 Contract Reconciliation. If Contractor is required to annually reconcile multi -year
contracts, Contractor, within sixty (60) calendar days after the end of each year of this Contract, shall
General Provisions (Core Subrecipient 2009)
6/5/08 Page 37 of 38
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 2009) 6/5/08 Page 38 of 38
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