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07-F DSHS Contract No. 2007-020428 DRAFT f:attonreylreswork\current\ Health Contract DSHS No. 2007-020428 August 1,2006 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF DSHS DOCUMENT NO. 2007-020428, FOR REGIONAL AND LOCAL MEDICAL SERVICES; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the State of Texas is a funding partner with the County of Lamar and the City of Paris for the Paris-Lamar County Health Department; and, WHEREAS, the Contract for Regional and Local Services, DSHS Document No. 2007- 020428, is the conduit through which the state funds are received; and, WHEREAS, it is appropriate that the form of said Contract attached hereto as Exhibit A, be approved, and that the City Manager be authorized to execute the same on behalf of the City of Paris, which is the authorized contracting entity for the performing agency, the Paris- Lamar County Health Department; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the form of the Contract for Regional and Local Services, DSHS Document No. 2007-020428 for regional and local medical services attached hereto as Exhibit A, be, and the same is hereby, approved. Section 3. That the City Manager be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, which is the authorized contracting entity for the performing agency, the Paris-Lamar County Health Department, the Contract for Regional and Local Services, DSHS Document No. 2007-020428, under the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 14th day of August, 2006. Richard Manning, Mayor r" DEPARTMENT OF STATE HEALTH SERVICES ~ This contract, number 2007-020428 (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 PARIS-LAMAR COUNTY HEALTH DEPARTMENT (Contractor), a Public (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $171.558.00, and the payment methodes) shall be as specified in the Program Attachments. 3. Fundin!! Obli!!ation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2006 and ends on 08/31/2007. 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. Authoritv. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Formin!! Contract. The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2007-020428-001 CHS - FEE FOR SERVICE 2007-020428-002 CHS - PRIMARY HEALTH CARE c. General Provisions d. Solicitation Document(s), and e. Contractor's response(s) to the Solicitation Document(s). f Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. EXHIBIT .fl. 92648-1 r" 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: PARIS-LAMAR COUNTY HEALTH DEPARTMENT Address: PO BOX 938 PARIS, TX 75460-0938 Vendor Identification Number: 17560022067001 9. Entire Afreement. 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 PARIS-LAMAR COUNTY HEALTH DEPARTMENT By: Signature of Authorized Official By: Signature Date August 14, 2006 Date Bob Burnette, C.P.M., CTPM Director, Client Services Contracting Unit 1100 West 49th Street Austin, Texas 78756 Bob.Burnette@dshs.state.tx.us (512) 458-7470 Tony N. Williams, City Manager Printed Name and Title P. O. Box 9037 Address Paris, TX 75461-9037 City, State, Zip (903) 785-7511 Telephone Number twilliams@paristexas.gov E-mail Address for Official Correspondence 92648-1 r"'.' 2007 GENERAL PROVISIONS (SUBRECIPIENT) TABLE OF CONTENTS ARTICLE I COMPLIANCE AND REPORTING 1 1.01 Compliance with Statutes and Rules 1 1.02 Compliance with Requirements of Solicitation Document 1 1.03 Reporting 1 1.04 Immunization Reporting 1 1.05 Client Eligibility 1 1.06 Federal and State Laws, Rules and Ordinances 1 1.07 Applicable Contracts Law and Venue for Disputes 2 1.08 Applicable Laws and Regulations Regarding Funding Sources 2 1.09 Statutes and Standards of General Applicability 2 1.10 General Provisions Applicable to Interagency & Interlocal Contracts 4 ARTICLE II SERVICES 5 2.01 Education to Persons in Residential Facilities 5 2.02 Disaster Services 5 2.03 Consent to Medical Care 5 2.04 Telemedicine Medical Services 5 2.05 Fees for Services 6 2.06 Cost Effective Purchasing of Medications 6 ARTICLE III FUNDING 6 3.01 Debt to State and Corporate Status 6 3.02 Application of Payment Due 6 3.03 Use of Funds 7 3.04 Use for Match Prohibited 7 3.05 Program Income 7 3.06 Nonsupplanting 7 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 7 4.01 Payment Methods 7 4.02 Billing Submission 7 4.03 Final Billing Submission 8 4.04 Working Capital Advance 8 4.05 Financial Status Reports (FSRs) 8 4.06 Third Party Payors 8 ARTICLE V TERMS AND CONDITIONS OF PAYMENT 8 5.01 Prompt Payment 8 5.02 Withholding Payments 9 5.03 Condition Precedent to Requesting Payment 9 5.04 Acceptance as Payment in Full 9 EF29-12425 General Provisions (Core Subrecipient 2007) Table of Contents - Page 1 Rev. 07/20/2006 r" ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 17 12.01 Board Training 17 12.02 Duty of Compliance 17 12.03 Management and Control Systems 17 12.04 Insurance and Bonding 18 12.05 Fidelity Bond 18 12.06 Liability Coverage 18 12.07 Overtime Compensation 18 12.08 Program Site 18 12.09 Cost Allocation Plan 18 12.10 Reporting Unit Rate and Fee for Service Contracts 19 12.11 Historically Underutilized Businesses (HUBs) 19 12.12 Buy Texas 19 12.13 Contracts with Subrecipent Subcontractors 19 12.14 Status of Subcontractors 20 12.15 Incorporation of Terms 20 12.16 Independent Contractor 20 12.17 Authority to Bind 20 12.18 Tax Liability 20 12.19 Notice of Organizational Change 21 12.20 Quality Management 21 12.21 Equipment Purchases 21 12.22 Supplies 21 12.23 Changes to Equipment List 21 12.24 Property Inventory and Protection of Assets 21 12.25 Bankruptcy 22 12.16 Title to Property 22 12.27 Property Acquisitions 22 12.28 Disposition of Property 22 12.29 Closeout of Equipment 22 12.30 Assets as Collateral Prohibited 22 ARTICLE XIII GENERAL TERMS 22 13.01 Assignment 22 13.02 Lobbying 23 13.03 Contlict of Interest 23 13.04 Transactions Between Related Parties 23 13.05 Intellectual Property 24 13.06 Other Intangible Property 24 13.07 Severability and Ambiguity 25 13.08 Legal Notice 25 13.09 Successors 25 13.10 Headings 25 13.11 Parties 25 13.12 Survivability of Terms 25 EF29-12425 General Provisions (Core Subrecipient 2007) Table of Contents - Page 3 Rev. 07/20/2006 r" Fiscal Year 2007 Performance Contract General Provisions (Core/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements set forth in the Department's rules of general applicability and other applicable statutes and rules as such statutes and rules currently exist and as they may be lawfully amended. The Department rules are set forth in the Texas Administrative Code, Title 25 (Rules). Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, shall apply to this Contract. To the extent this Contract imposes a higher standard, or additional requirements beyond those required by applicable statutes, regulations or the Rules, the terms ofthe Contract shall control. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon the Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in the Contractor's response to the Solicitation Document shall constitute a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department. Contractor shall provide any other information required by the Department. Failure to submit a required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Contractor shall submit reports and additional information requested by DSHS in the format required by DSHS. Section 1.04 Immunization Reporting. If Contractor provides immunizations, Contractor shall comply with all immunization reporting guidelines and requirements set forth in Health and Safety Code, Chapter 161, Subchapter A. Contractor shall include this provision in any subcontract with subcontractors that provide immunizations. Section 1.05 Client Eligibility. Where applicable, financial eligibility criteria, financial assessment procedures, and standards developed by the Department shall be utilized by Contractor to determine client eligibility. Section 1.06 Federal and State Laws, Rules and Ordinances. Contractor shall comply with all applicable federal and state statutes, rules and regulations, including but not limited to Office of Management and Budget (OMB) Circulars and Uniform Grant Management EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 1 r" f) Pro-Children Act of 1994,20 U.S.c.A. 99 6081-6084, regarding the non-use of all tobacco products; g) National Research Service Award Act of 1971,42 U.S.C.A. 99 289a-l et seq., and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human subjects involved in research; h) Hatch Political Activity Act, 5 U.S.C.A. 99 7321-26, which limits the political activity of employees whose employment is funded with federal funds; i) Fair Labor Standards Act, 29 U.S.C.A. SS 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 U.S.c.A. 99 4701 et seq., as applicable, concerning minimum wage and maximum hours; j) TEX. GOy'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural barriers for persons with disabilities; k) Texas Workers' Compensation Act, TEX. LABOR CODE, chs. 401-406 28 TEX. ADMIN. CODE pt. 2, regarding compensation for employees' injuries; 1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC 9 263a, regarding the regulation and certification of clinical laboratories; m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR 9 1910.1030, or Title 25 Tex. Admin Code ch. 96 regarding safety standards for handling blood borne pathogens; n) Laboratory Animal Welfare Act of 1966,7 usc 99 2131 et seq., pertaining to the treatment of laboratory animals; 0) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 usc 99 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section to2( a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 usc 99 1451 et seq; 6) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, as amended, 42 USC 99 7401 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC SS 300f-300j; 8) Protection of endangered species under the Endangered Species Act of 1973, 16 usc 99 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC 97401 et seq.; 10) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC 99300f-330j; 11) Wild and Scenic Rivers Act of 1968 (16 u.S.C. SS 1271 et seq.) related to protecting certain rivers system; and 12) Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 99 4801 et seq.) prohibiting the use of lead-based paint in EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07120/2006 Page 3 3) DSHS certifies that it has the authority to enter into this Contract granted in Health and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. (c) The following additional provisions shall apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791. 2) Payments made by DSHS to Contractor shall be from current revenues available to DSHS. 3) Each party represents that it has been authorized to enter into this Contract. (d) Contractor agrees that Contract Revision Requests, when signed by a duly authorized representative of Contractor, shall be effective as of the effective date specified by the Department, whether that date is prior to or after the date of any ratification by Contractor's governing board. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department licensed and/or funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by TEX. EDUC. CODE S 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by TEX. EDUC. CODE S 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation, health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Disaster services shall be carried out in the manner most responsive to the needs of the emergency, be cost effective, and be least intrusive on the primary services of the Contractor. Section 2.03 Consent to Medical Care. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, the treatment of a minor shall be provided only if consent to treatment is obtained pursuant to TEX. F AM. CODE, Chapter 32 relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with TEX. F AM. 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 EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 5 r" Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through this Contract shall not be used for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, the addition alternative, as provided in UGMS 9 _.25(g)(2), for the use of program income shall be used by Contractor to further the program objectives of the state or federal statute under which the Program Attachment was made, and it shall be spent on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions and the Special Provisions dfthe Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to the succeeding term. Program income not expended in the term in which it is earned shall be refunded to DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in utilizing it for the purposes and conditions set forth in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant [i.e., use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract] but rather shall use funds from this Contract to supplement existing funds. Contractor shall use the funds from this Contract to increase 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 Special Provisions of this Contract, the payment method for each program shall be one of the following methods: (a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and successful submission of a request for reimbursement; (b) unit rate. This payment method is based on the set unit rate stated in the Program Attachment(s) and successful submission of all required forms; or (c) fee-for-service. This payment method is based on the agreed fee stated in the Program Attachment(s) and successful submission of all required forms. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s), Contractor shall submit requests for EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 7 r'.' this Contract, Department will pay Contractor. Payments are contingent upon a signed Contract and will not exceed the total of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to the Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (TEX. GOy'T. CODE, Chapter 2251). Contractor must comply with TEX. GOy'T. CODE, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance shall be subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures or overpayments that Contractor has not refunded to Department, or if financial status report(s) required by the Department are not submitted by the date(s) due. Department may take repayment from funds available under this Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 5.04 Acceptance as Payment in Full. Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients. Contractor agrees to not seek additional reimbursement or payment for services or goods from clients. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Independent Audit. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded or at least $500,000 in federal funds awarded, Contractor must have a single audit or program-specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133, the Single Audit Act of 1984, Pub. L. 98-502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, Pub. L. 104- 156, 110 Stat. 1396. The $500,000 federal threshold amount includes federal funds passed through by way of state agency awards. The audit shall be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and Uniform Grant Management Standards (UGMS) located on the Internet at http://www.governor.state.tx.us/divisions/stategrants/guidelines/view. Contractor shall procure audit services in compliance with state procurement procedures, as well as with the provisions ofUGMS. Contractor shall not use the same accountant or accounting firm to conduct the independent audit for more than five consecutive years. Section 6.02 Allowable Costs. For services satisfactorily performed pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Reimbursements are contingent on a signed contract and will not exceed the total amount of the Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized and satisfactorily performed. Contractor must have incurred a cost within the applicable term to be eligible for reimbursement under this Contract and prior to claiming EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 9 r'.' Austin Texas 78756-3199 Texas Health and Human Services Commission Office of Inspector General Compliance/Audit Mail Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 ARTICLE VII CONFIDENTIALITY. Section 7.01 Confidential Information. Contractor is required to comply with state and federal laws relating to the privacy and confidentiality of patient and client records that contain protected health information (PHI), or other information or records made confidential by law. Section 7.02 Maintenance of Confidentiality. Contractor must maintain the confidentiality of information received during the performance of this Contract, including PHI, and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state law and Rules, including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164; Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577,596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable Rules. Section 7.03 Use of PHI. If Contractor is subject to HIP AA privacy regulations at 45 CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as defined in 45 CFR 9164.501, only to carry out Contractor's duties under this Contract in accordance with the regulations. When using or disclosing PHI or when requesting PHI from another entity, Contractor must make reasonable efforts to limit the PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure or request. Section 7.04 Disclosure to Department. Contractor is required to disclose PHI of patients or clients provided services funded through this Contract and other confidential information to Department upon request, or as otherwise required in other contract provisions or laws governing the release of client records or other confidential information. Section 7.05 Department Access to PHI. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI under this Contract, without the consent of the individual to whom the PHI relates, under applicable state and federal confidentiality and privacy laws, including the Health Insurance Portability and Accountability Act (HIPAA) and the Privacy Standards adopted to implement HIPAA at 45 C.F.R. pts. 160 and 164, at 9 164.512, and TEX. Occ. CODE ch. 159, at 99 159.003 and 159.004. Section 7.06 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 11 r-'.~ records to the Division Contract Management Unit assigned to the Contract. Section 8.02 Survival of Obligations. The obligations of Contractor to retain records and maintain confidentiality of information shall survive this Contract. ARTICLE IX ACCESS AND INSPECTION. Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Office of the Inspector General at HHSC (GIG), and the State Auditor's Office (SAG), unrestricted access to and the right to examine any site where business is conducted and all records (including client and patient records, if any), books, papers or documents related to the Contract. If deemed necessary by the Department or the DIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to the Contract. Further, Contractor will ensure that information collected, assembled or maintained by the Contractor relative to this Contract is available to the Department for the Department to respond to requests that it receives under the Public Information Act. The Department and HHSC will have the right to audit billings both before and after paYment. PaYments will not foreclose the right of Department and HHSC to recover excessive or illegal paYments. Contractor will ensure that this provision concerning the right of access to, and examination of, information related to the Contract is included in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the Department. The Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAG, or any successor agency, to conduct an audit or investigation in connection with those funds. The Contractor further agrees to cooperate fully with the SAD or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAD considers relevant to the investigation or audit. Contractor will ensure that this provision concerning the authority to audit funds will apply to funds received indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in any subcontract it awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records will be conveyed in writing to Contractor. Contractor will submit, by the date prescribed by DSHS, a resolution to the deficiency in a program review or management or financial audit to the satisfaction of DSHS. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non- Compliance Article ofthis Contract. 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: EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 13 r" performance under this Contract. Contractor shall make such report no later than three (3) working days from the date of discovery. Contractor shall make the report to the SAD at (800) TX-AUDIT, or by Internet at http://www.sao.state.tx.us. Section 10.07 Criminal Activity and Disciplinary Action. Contractor shall notify in writing the Division Contract Management Unit assigned to the Contract if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority, or has been placed on community supervision, received deferred adjudication, or been convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three (3) working days from the date of discovery. 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 SAG, 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 ineligible for participation in federal or state assistance programs; b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, o'r voluntarily excluded from participation in this transaction by any federal or state department or agency; c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; and f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the Division Contract Management Unit assigned to the Contract. If Contractor's status with respect to the items certified above changes during the Contract, Contractor shall immediately notify the Division Contract Management Unit assigned to the EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 15 r" terminated and payment withheld if these certifications are inaccurate. Section 11.07 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and TEX. Bus. & COMM. CODE Section 9 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding the bid with any competitor or any other person engaged in such line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR. Section 12.01 Board Training. If they have not already done so within the preceding two (2) years, a majority of the board of directors of Contractor shall review the Department's board training in the format provided by the Department and shall verify in writing to the Division Contract Management Unit assigned to the Contract that the review took place. Written verification shall be submitted no later than the end of the first quarter of the Contract and shall be in the form required by the Department. This review shall be completed at least every two (2) years of consecutive funding from the Department, except that each member of the governing board of a Contractor that provides mental health services shall complete the board training review initially and then annually. Section 12.02 Duty of Compliance. Contractor and its governing board, shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not for-profit organizations. The responsibility of Contractor's governing board shall include: accountability for all funds and materials received from Department; compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing board shall ensure separation of powers, duties, and functions of board members and staff. Staff members, including the executive director, shall not serve as voting members of the Contractor's governing board. Ignorance of any Contract provisions or other requirements contained or referenced in this Contract shall not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.03 Management and Control Systems. Contractor shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual available at the Department's web site: http://www.dshs.state.tx.us/contracts. Those requirements shall include at a minimum: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems including accurate, correct, and complete accounting records that identify the source and application of funds provided under each Program Attachment of this Contract, and that support the information EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 17 r'" Department's Contract Oversight and Support Section at Mail Code 1910, 1100 W. 49th. St. Austin, Texas 78756, except under the following circumstances: (1) Contractor has previously submitted to DSHS a current indirect cost rate that has been approved by a federal cognizant agency or a state single audit coordinating agency; or (2) Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable cost allocation plan. If Contractor's plan is the same as in the previous year, by signing this Contract, Contractor certifies that its current cost allocation plan for the current year is the same as that submitted to DSHS for the previous year. In the event that the cost allocation plan has changed, Contractor must submit a new cost allocation plan to the Contract Oversight and Support Section no later than the 60th calendar day after the effective date of the Contract, in the form required by the Department. Contractor shall notify the Contract Oversight and Support Section in writing if its cost allocation plan changes during the course of the Contract term. Cost allocation plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts. Section 12.10 Reporting for Unit Rate and Fee For Service Contracts. Contractor shall submit reports concerning unit rate and fee-for-service contracts to the Department in accordance with the requirements stated in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts. Section 12.11 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs as set forth in TEX. GOy'T CODE ch. 2161 and 1 TEX ADM. CODE 9 111.12. Contractors may obtain a list of HUBs at http://www.tbpc.state.tx.us. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under the Contract. Contractor agrees to make a good faith effort to subcontract with HUBs during the performance of its contract with Department and will report HUB subcontract activity to the Department's HUB Coordinator in accordance with 1 TEX. ADM CODE 9111.16(c). Section 12.12 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by TEX. GOy'T CODE 9 2155.4441. Section 12.13 Contracts with Sub recipient Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into an agreement equaling $25,000 or twenty-five percent (25%) of a Program Attachment amount, whichever is greater, Contractor shall obtain written approval from DSHS. Contracts with subcontractors shall be in writing and include the following: a) Name and address of all parties; b) A detailed description of the services to be provided; EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 19 1"' . is solely responsible for filing all required state and federal tax forms and making all tax paYments. In the event that the Department discovers that Contractor has failed to remain current on a delinquent liability to the IRS, the Contract will be subject to 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 of termination. In addition to other remedies, the Department has the right to place the Contract on high risk status in response to Contractor's liability to the IRS for any amount. Section 12.19 Notice of Organizational Change. Contractor shall submit written notice to the Division Contract Management Unit assigned to the Contract within ten business days of any change to the following: Contractor's name; contact information; key personnel, officer, director or partner; organizational structure; legal standing; or authority to do business in Texas. A change in Contractor's name requires an amendment to the Contract in accordance with the Amendments section of these General Provisions. Section 12.20 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.21 Equipment Purchases. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of $5,000 or more. Contractor must inventory controlled assets, which include, hand guns and rifles, regardless ofthe acquisition cost, and the following assets with an acquisition cost of $500 or more: fax machines, telecopiers, stereo systems, cameras, video recorder/laserdisc players, televisions, video cassette recorders, camcorders, desktop and laptop computers, non-portable printers, and cellular and portable phones. Contractors on a cost reimbursement payment method shall comply with the requirements of the provisions in this Article concerning equipment. If purchase of equipment is approved in writing by the Department, Contractor is required to initiate the purchase of that equipment in the first quarter of the Contract term. Failure to initiate the purchase of equipment may result in loss of availability of funds for the purchase of equipment. Section 12.22 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. Section 12.23 Changes to Equipment List. All items of equipment purchased with funds under this Contract shall be itemized in Contractor's application as finally negotiated with the Department. Any changes to the equipment list contained in the negotiated application or executed contract shall be approved in writing by Department prior to purchase of equipment. Contractor shall submit to the Division Contract Management Unit assigned to the Contract a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request, as appropriate. Section 12.24 Property Inventory and Protection of Assets. Contractor shall maintain a EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 21 r.... or in part, in this Contract, or in any equipment purchased with funds from this Contract, without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall not use funds granted under this Contract to pay any person for influencing or attempting to influence an officer or employee of any agency, federal or state, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 U.S.C.A. g 1352, as amended, and UGMS). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the Division Contract Management Unit assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with the Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the Division Contract Management Unit assigned to the Contract. Contractor shall file the declaration, certification, and disclosure at the time of application for the contract; upon execution of a contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Section 13.03 Conflict of Interest. Contractor represents to the Department that it does not have nor shall it knowingly acquire any interest that would conflict in any manner with the performance of its obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor, its principal, or any affiliate or subcontractor with Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to the Contract the name, address and telephone number of the related party, how the party is related to the Contractor and the work the related party will perform under the Contract. A related party is a person or entity related to the Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. The Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of the Contractor. Contractor shall comply with TEX. GOV'T CODE ch. 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 23 -r'" with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of the Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address first given above (or at such other address as the Party shall specify to the other Party in writing) or, if sent by certified mail, on the date of receipt. Section 13.09 Successors. The Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in the Contract are for convenience of reference only and shall not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by this document, and are capable of understanding the terminology and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract for any reason shall not release either party from any liabilities or obligations set forth in this Contract that (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or (c) by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. The Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health and safety of clients and/or participants served by the Contractor, and there are no reasonable alternatives available. Section 13.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of TEX. Gov'T CODE ch. 2114 regarding Customer Service surveys. Section 13.15 Amendment. Parties agree that the Department may reduce funds pursuant to the terms of this Contract. Unless otherwise specified in these General Provisions, all other amendments to this Contract must be in writing and agreed to by both Parties. 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 EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 25 WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13 .19 Hold Harmless. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either party of partial performance or failure to complain of any action, non-action or default under this Contract shall not constitute a waiver of either party's rights under the Contract. 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: 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; f1 discovery of a material misrepresentation in any aspect of Contractor's response to the Solicitation Document; or g) any misrepresentation in the assurances and certifications in the Contractor's application or response to the Solicitation Document or in this Contract. Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies set forth below are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more sanctions for each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies listed below does not relieve Contractor of any obligations under the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. lfthe Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 27 r" sanctions are pending resolution; 1) 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; m) require Contractor to obtain technical or managerial assistance; n) establish additional prior approvals for expenditure of funds by Contractor; 0) require additional, more detailed, financial and/or programmatic reports to be submitted by Contractor; p) demand repayment from Contractor; q) reduce the funding amount for failure to achieve or maintain the proposed level of service, to expend funds appropriately and at a rate which will make full use of the award, or to provide services or to achieve local match, if required; r) pursue a claim for damages as a result of breach of contract; s) require removal of any officer or employee of the Contractor who has been convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as determined by DSHS; t) withhold any payments to Contractor to satisfy any recoupment or penalty imposed by DSHS, and take repayment from funds available under this Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations; u) reduce the Contract term; v) recoup improper payments when it is verified that the Contractor has been overpaid because of improper billing or accounting practices or failure to comply with Contract terms; or w) impose other remedies provided by law. Section 14.03 Notice of Sanctions. Department will formally notify Contractor in writing when a sanction is imposed (with the exception of accelerated monitoring, which may be unannounced), stating the nature of the sanction(s), the reasons for imposing them, the corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the sanctions imposed. Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response shall state how Contractor shall correct the noncompliance or demonstrate in writing that the findings on which the sanctions are based are either invalid or do not warrant the sanction(s). If Department determines that a sanction is warranted, unless the sanction is subj ect to review under a federal or state statute, regulation or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall take corrective action. Section 14.04 Emergency Action. In an emergency, Department may immediately EF29-l2425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 29 ,-- ARTICLE XVI TERMINATION. Section 16.01 Expiration of Contract or Program Attachment(s). Contractor's service obligations set forth in each Program Attachment shall end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause as set forth below. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS. Upon 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 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 competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Termination Without Cause. a) Either Party may terminate this Contract with at least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract that involves residential client services, Contractor must give the Department at least ninety (90) calendar days prior written notice and must submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract by mutual agreement. c) Either Party may terminate this Contract with at least thirty (30) calendar days prior written notice to the other Party in the event state and/or federal funding for this Contract is terminated, limited, suspended, withdrawn, or discontinued. d) Department may terminate this Contract immediately when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 31 r' 5. writ or warrant of attachment or any similar process shall be issued by any court ~?qlmt ~" or ?ny "",,'~.,;,..,1 portion of the property of Contractor, and such writ or warrant of attachment or <lny similar PHA;(:SS 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 kno'.vledge thereof; 9. a petition is filed against Contractor under any state reorganization, arrangement, insolvency, readjestmcnt 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 T("',"" '~". r"'~. 1\1rly Inu)' <;1:w;f wri~ten,. . " 'tel'" tro terminate by any verifiable method. If either Party gives notice of ils lntent to terminate all or a part of this Contract, Department and Contractor will attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS. Section 17.01 Void Contracts. Department may hold this Contract void upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, [:ll::r':Jl.ded, or terrninatecl for cause is not c1igiok for exp:\psion of current contracts, if any, or new COll~raCLj O~. lLn,~,': 1: liLt'~ the Department has determine, ,:., " . ~.;" LU: L :,~ satisfactorily resolved the is::;ues lll1derlying the suspension or termination, Additionally, if this Contract is found to be void, any amount paid is subject to refund. Section 17.03 Appeals Rights. Pursuant to Gov. Code 92105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Gov. Code Chapter 2001. EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 33 r." DOCUMENT NO. 2007-020428- ATTACHMENT NO. 002 PURCHASE ORDER NO. 0000319838 CONTRACTOR: PARIS-LAMAR COUNTY HEALTH DEPARTMENT DSHS PROGRAM: CHS - PRIMARY HEALTH CARE TERM: 09/01/2006 THRU: 08/31/2007 SECTION 1. SCOPE OF WORK: Contractor shall deliver comprehensive health care services to eligible low-income individuals as authorized under the Texas Health and Safety Code, Chapter 31, Texas Primary Health Care (PHC) Services Act. Contractor shall comply with all applicable federal and state laws, rules, regulations, standards, and guidelines in effect on the beginning date ofthis contract Attachment unless amended, including but not limited to: · DSHS Primary Health Care (PHC) Services Rules, 25 T AC, Chapter 39, SS 39.1-39.11; · DSHS Policy and Procedures Manual for Primary Health Care, and any revisions; and · Texas Primary Health Care Services Act, Health and Safety Code, Chapter 31. The following documents are incorporated by reference and made a part ofthis contract Attachment. These include: · DSHS FY07 Primary Health Care Renewal Application and any revisions; · Contractor's FY07 Primary Health Care Renewal Application and any revisions; · DSHS FY06 Primary Health Care Renewal Application and any revisions; · Contractor's FY06 Primary Health Care Renewal Application and any revisions; · DSHS Associateship for Family Health (AFH) FY05 Competitive Request For Proposal (RFP); · Contractor's AFH FY05 Competitive RFP, Component II, Attachment E, Primary Health Care Application, and any revisions; · Policies and Procedures Manual for Primary Health Care, revised for FY07, or latest reVISIOn; · Department of State Health Services Standards for Public Health Clinic Services, revised August 2004, or latest revision; · DSHS Core Tool On-Site Evaluation Report, revised for 2006, and Core Tool Monitoring Instructions, FY06, or latest revision; and ATTACHMENT-Page 1 "r- · DSHS Primary Health Care On-Site Evaluation Report, revised for 2006, and PHC Tool Monitoring Instructions, FY06, or latest revision. Within thirty (30) days of receipt ofan amended standard(s) or guideline(s), Contractor shall inform DSHS Program, in writing, if it will not continue performance under this contract Attachment in compliance with the amended standard(s) or guideline(s). DSHS may terminate the contract Attachment immediately or within a reasonable period oftime as determined by DSHS. DSHS Health Service Regional Director or designee, as coordinator of regional services, will assist DSHS staff in providing direction to Contractor. DSHS personnel may, from time to time, provide technical assistance and training to Contractor. Contractor shall cooperate with DSHS staff to attain the goals of policy application, coordinated services, and quality assurance. Contractor shall coordinate it's services with existing Federally Qualified Health Centers (FQHCs) located in its county(ies) or examine seeking designation as an FQHC if no FQHC is currently available within its county. PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor effectiveness in providing the services described in this contract Attachment, without waiving the enforceability of any of the other terms of the contract. 1. Contractor shall provide services to clients who live or receive services in the following county(ies)/area: Lamar. 2. Contractor shall comply with the performance measures listed in its work plan and approved by DSHS Program. SECTION II. SPECIAL PROVISIONS: For purposes of this contract Attachment only, the following provisions shall apply: General Provisions, Compliance and Reporting Article, Section 1.03, is revised to include: Contractor shall report to DSHS on the following: · Screening, referral and PHC eligibility services (PHC-200) (monthly); · Client intake - new and re-certified clients (PHC-200) (monthly); · Number of PHC eligible clients receiving medical services (PHC-200) (monthly); · Number of visits (PHC 200) (monthly); · Cost and type of services provided (PHC-301) (quarterly); · Narrative Progress Report (PHC-300) (annually); · Client demographic data (PHC-300) (annually); and A TT ACHMENT - Page 2 T'"'.~- · Other data and/or reports as deemed necessary by DSHS, upon reasonable notice to Contractor. Contractor shall submit the PHC 200 with the Monthly Reimbursement Request (MRR) within 30 days following the end of the prior month. Contractor shall submit the PHC 301 within 30 days after the end of each quarter. DSHS requires comprehensive reports to assess the volume and quality of services being provided. Contractor shall submit the PHC 300 within 90 days of the end of the Attachment term to the Performance Management Unit, Contract Management Branch. Failure to submit reports in a timely manner may result in sanctions according to provisions of the contract. General Provisions, Compliance and Reporting Article, Section 1.05 is revised to include: Eligibility: All individuals considered for PHC eligibility must be screened and determined eligible using a DSHS or PHC program-approved screening process as updated in the spring of each year when federal poverty levels and eligibility determination forms are revised. General Provisions, Services Article, Section 2.05, is revised to include: Contractor may assess a co-pay from clients who receive services under this contract Attachment. A co-pay assessment may not exceed 25% of the amount DSHS pays Contractor for the provision of a given service. A client shall not be denied services due to inability to pay. Contractor shall make reasonable efforts to investigate and apply for all other sources ofthird party funding available to, or identified by, the patient before submitting DSHS Program claims for allowable costs. General Provisions, Terms and Conditions of Payment Article, Section 5.04 is replaced with the following: Contractor shall accept reimbursement or payment from DSHS and any applicable fees from clients for clinical health services as payment in full for services or goods provided to clients. Contractor agrees to not seek additional reimbursement or payment for services or goods from clients other than applicable fees for clinical health services. General Provisions, Access and Inspection Article, Section 9.01 is revised to include: Contractor shall allow DSHS to conduct on-site quality assurance reviews as deemed necessary by DSHS. Unsatisfactory review fmdings may result in implementation of General Provisions, Breach of Contract and Remedies for Non-Compliance Article. General Provisions, General Business Operations of Contractor Article, Section 12.19, is revised A TT ACHMENT - Page 3 r' to include: Contractor shall notify the Performance Management Unit, Contract Management Branch, of any clinic site information changes, e.g., changes in contact person, hours of operation, address, Texas Provider Identification (TPD number, and the closure, relocation, and/or opening of clinic site(s). A TT ACHMENT - Page 4 2007-020428-002 Categorical Budget: FRINGE BENEFITS $19,840.00 EQUIPMENT $0.00 CONTRACTUAL $30,500.00 TOTAL DIRECT CHARGES $151,558.00 TOTAL $151,558.00 CONTRACTOR SHARE $0.00 Total reimbursements will not exceed $151,558.00 Financial status reports are due: 12/29/2006, 03/30/2007, 06/29/2007, 10/30/2007 TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief that: (I) No federal appropriated funds have been paid or will be paid, by 0 r on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit, an officer or employee of congress, or an employee of a member of congress in connection with this Standard Form-I I, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each such failure. ';J~ Sign r AUGUST 1, 2006 Date ANTHONY BETHEL Print Name of Authorized Individual 2007-020428 Application or Contract Number PARIS-LAMAR COUNTY HEALTH DEPARTMENT Organization Name CSCU # EF29-12374 - Revised 2/2006 .,........ TEXAS DEPARTMENT OF STATE HEALTH SERVICES EDUARDO 1. SANCHEZ, M.D., M.P.H. COMMISSIONER 1100 W. 49th Street. Austin, Texas 78756 1-888-963-7111 . http://www.dshs.state.tx.us Dear Contractor: Enclosed are two copies of your Department of State Health Services (DSHS) contract with contract attachment(s). Please sign and return both copies to this unit as soon as possible. Your contract will be signed by DSHS and returned to your agency. Changes made to any portion of the contract documents are considered a counter-offer and are not valid without DSHS written concurrence. DSHS has new General Provisions that impact the attached contracts. Additionally, DSHS has a new contracting system that has changed the look and format of your contract, and the numbering convention used for the contact. Please review these changes carefully. DSHS has a policy to not pay for reimbursements, or invoices, submitted or postmarked more than 60 days after the end of the contract's program attachment term, unless otherwise specified in the contract. Additional information regarding this policy is available on the DSHS website at http://www.dshs.state.n.us. PLEASE NOTE: Return both copies of the contract to the Department of State Health Services, 1100 W. 4yA St., Austin TX 78756-3199, Attention: Oient Services Contracting Unit. Contracts returned to any other addressee may result in contract delays. Please reference the DSHS contract's document number, and program attachment number in all future correspondence. If you have questions, please contact the Client Services Contracting Unit at cscu.customersupport@dshs.state.tx.us or (512) 458-7470. Sincerely, Bob Burnette, Director Client Services Contracting Unit Enclosures An Equal Employment Opportunity Employer r"