Loading...
2007-108-RES-Approving and Authorizing the execution of a contract with the department of State Health Services (DSHS)RESOLUTION N0. 2007-108 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A CONTRACT WITH THE DEPARTMENT OF STATE HEALTH SERVICES ("DSHS") DOCUMENT N0.2008-023731 (PROGRAM ATTACHMENT N0. 001 -PURCHASE ORDER N0.0000331441-IMMUNIZATION BRANCH- LOCALS), 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 Lamar County and the City of Paris for the Paris-Lamar County Health Department; and, WHEREAS, the Contract for Regional and Local Services, DSHS Document No. 2008- 023731(Attachment No.001- Purchase Order No.0000331441- Immunization Branch -Locals), is the conduit through which the state funds are received; and, WHEREAS, it is appropriate that the 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 Contract for Regional and Local Services, DSHS Document No.2008- 023731(Attachment No. 001- Purchase Order No. 0000331441-Immunization Branch -Locals) 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.2008-0223731 (Attachment No. 001 -Purchase Order No. 0000331441 - ImmunizationBranch -Locals), under the terms and conditions and in substantially the same 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 10th day of September, 2007. J sse James reelen, Mayor ATTEST: anice Ellis, City Clerk APPROVED AS TO FORM: W. ent McIlyar, City Attorney DEPARTMENT OF STATE HEALTH SERVICES ~~T E ~~ ~ ~ x N This contract, number 2008-023731 (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 Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services'or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $94,786.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2007 and ends on 08/3112008. 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. Authori .DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2008-023731-001 IMMUNIZATION BRANCH -LOCALS c. General Provisions (Sub-recipient) d. Solicitation Document(s), and e. Contractor's response(s) to the Solicitation Document(s). f. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 92648-1 EXHIBIT .~.. 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 Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. 92648-1 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 By: Signature of Authorized Official PARIS-LAMAR COUNTY HEALTH DEPARTMENT By: Signature September 10, 2007 Date Kevin Carruth, City Manager Printed Name and Title P. 0. Bog 9037 Address Paris, T% 15461-9037 City, State, Zip ,gn~-785-7511 Telephone Number kcarruth@paristegas.gov E-mail Address for Official Correspondence 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 92648-1 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 Z 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 ~ 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 ofContents -Page 1 Rev, 07/20/2006 ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 17 12.01 Board Training 17 17 12.02 Duty of Compliance 17 12.03 Management and Control Systems 12.04 Insurance and Bonding 18 12.05 Fidelity Bond 18 18 12.06 Liability Coverage 18 12.07 Overtime Compensation 18 12.08 Program Site 18 12.09 Cost Allocation Plan 12.10 Reporting Unit Rate and Fee for Service Contracts 12.11 Historically Underutilized Businesses (HUBs) 19 12.12 Buy Texas 19 19 12.13 Contracts with Subrecipent Subcontractors 12.14 Status of Subcontractors 20 20 12.15 Incorporation of Terms 20 12.16 Independent Contractor 20 12.17 Authority to Bind 20 12.18 Tax Liability 21 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 12.24 Property Inventory and Protection of Assets 21 12.25 Bankruptcy 22 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 ARTICLE XIII GENERAL TERMS 22 13.01 Assignment 22 23 13.02 Lobbying 23 13.03 Conflict of Interest 23 13.04 Transactions Between Related Parties 13.05 Intellectual Property 24 24 13.06 Other Intangible Property 25 13.07~Severability and Ambiguity 13.08 Legal Notice 25 25 13.09 Successors 25 13.10 Headings 25 13.11 Parties 25 13.12 Survivability of Terms EF29-12425 General Provisions (Core Subrecipient 2007) Table ofContents -Page 3 Rev. 07120I200b Fiscal Year 2007 Performance Contract General Provisions (CorelSubrecipient} 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 maybe lawfully amended. The Department rules axe 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 of the Contract shall control. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document (including .any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that ,the Department has relied upon the Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in the Contractor's response to the Solicitation Document shall constitute a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department. 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. 07120!2006 Page 1 Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non-use of all tobacco products; National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et seq., g) and 6601(P.L. 93-348 and P.L. 103-43), as amended, regarding human subjects involved in research; h) Hatch Political Activity Act, S U.S.C.A. §§ 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. §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 U.S.C.A. §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; TEx. Gov'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural barriers J) 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 inJunes; 1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratones; m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.]030, or Title 25 Tex. Admin Code ch. 96 regarding safety standards for handling blood borne pathogens; n Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; o Environmental standards pursuant to the following: 1) Institution of environmental ualit control measures under the National Environmental Policy Act of 1969, 42 USC §§ q Y 4321-4347 and Executive Order 11514 (3S Fed. Reg. 4247), "Protection and Enhancement o Environmental Quality;" 2) Notification of violating facilities pursuant to Executive modal 11738 (40 CFR Part 32), "Providing for Administration of the Clean Au Act and the Fede 3 Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans, ) Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evalu Re n of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. the 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) , t nc Flood Disaster Protection Act of 1973 (P.L. 93-234), 5) Assurance of protect consis e y with the approved State Management program developed under the Coastal Zone Management Act of 1972,16 USC §§ 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 n§ 7401 et seq.; 7) Protection of underground sources of drinking water under the Safe Dnnkthe Water Act of 1974, 42 USC §§ 300E 300j; 8) Protection of endangered species under 1531 et se , 9 Conformity of federal actions to Endangered Species Act of 1973,16 USC §§ q'~) 42 USC 1401 et seq.; state clean air implementation plans under the Clean Air Act of 1955, § ct 10) Protection of underground sources of drinking water under the Safe Dunking Water Aet of 1974, 42 USC §§300f 330j;11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 seq.) related to protecting certain rivers system; and 12) Lead-Based Paint Poisoninn Prevention Act (42 U.S.C. §§ 4801 et seq.) prohibiting the use of lead-based paint Rev. 0712012006 Page 3 EF29-12425 General Provisions (Core Subrecipient 2007) 3 DSHS certifies that it has the authority to enter into this Contract granted in Health } and Safet Code Chapter 1001, and Contractor certifies that it has specific statutory y authority to enter into and perform this Contract. (c} The following additional provisions shall apply to interlocal cantedcand in compliance 1) This Contract is entered into pursuant to the authonty gr with the provisions of the Interlocal Cooperation Act, Gov. Code Chapter 791•lable to 2) Payments made by DSHS to Contractor shall be from current revenues avai DSHS. 3) Each party represents that it has been authorized to enter into this Co ed b a duly (d) Contractor agrees that Contract Revision Requests, when s gn y authorized representative of Contractor, shall be effective as of the effective date specified bby the Department, whether that date is prior to or after the date of any ratification y Contractor's governing board. ARTICLE II SERVICES Section'2.01 Education to Persons in Residential Facilities. If applicable, re dent al shall ensure that all persons, who are housed in Department licensed and/or funded ducational facilities and who are twenty-two (22) years of age or younger, have access to services as required by TEx. EDUC. CODE § 29.012. Contractor shall notify the DEaI education agency or local early intervention program as prescnbed by TEx. EDUC. Co 22 29.012 not later than the third calendar day after the date a person who is twenty-two ( ) years of age or younger is placed in Contractor's residental facility. Section 2.02 Disaster Services. In the event of a local, state, or federalde~laredeasya including natural, man-made, cnminal, terrorist, and/or bioterrons o riatet federal official, state disaster by the Governor, or a federal disaster b nos pcespas a ropriate, in the Contractor may be called upon to assist DSHS in proved g ~ PP followin areas: community evacuation, health and medical assistance; assessment of healal g and medical needs; health surveillance; medical care personnel; health an atus food equipment and supplies; patient evacuation; in-hospital care and hospital face ubstance abuse; drug, and medical device safety; worker health and safety; mental health and s ublic health information; vector control and veterinary services; and victim identificative p and mortuary services. Disaster services shall be carved out in the manner most response 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, s cholo 'cal or surgical treatment to a minor under this Contract, either directly or thro~gh pY ~ contracts with subcontractors, the treatment of a minor shall be provided only if consen Chapter 32 relating to consent to treatment treatment is obtained pursuant to TEx. FAM. CoDO~other state law. If requirements of federal of a child by anon-parent or child or pursuan law relatin to consent directly conflict with TEx. FAM. CODE, Chapter 32, federal law shall g 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 wntten rocedures and using protocol approved by the Contractor s medical director and utilizing P Rev. 0712012006 Page 5 EF29-12425 General Provisions (Core Subrecipient 2007) Section 3.03 Use of Funds. Contractor agrees that it shall expend Department funds onll for the rovision of approved services and for reasonable and allowable expenses direct y P related to those services. Section 3.04 Use for Match Prohibited. Contractor agrees funds provided through thii Contract shall not be used for matching purposes in securing other funding unless directed o approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds throu a project or activity performed under a Program Attachment andlor earned o sidered ~ a Pro am Attachment during the term of the Program Attachment are con result of gr ro am income. Unless otherwise required under the terms of the grant fundmg this p gr rovided in UGMS §_.25(8)(2), for the use of progr Contract, the addition alternative, asp . income shall be used by Contractor to further the program objectives of the state or federae statute under which the Program Attachment was made, and it shall be spent on aersarn Program Attachment project in which it was generated. Contractor shall ident~ se General this income in accordance with the Compliance and Reporting Article of or shall ex end Provisions and the Special Provisions of the Program Attachment(s). hoc tractforward to the program income during the Program Attachment term and nawhich itris earned shall be succeeding term. Program income not expended i ~ ne levels in art, upon Contractor's refunded to DSHS. DSHS may base future fun g , P roficienc in identifying, billing, collecting, and reporting program income, and in utilizing p y it for the purposes and conditions set forth in this Contract. 06 Nonsu lanting. Contractor shall not supplant [i.e., use funds from this Section 3. pp Contract to replace or substitute existing funding from other sources that also supports t to activities that are the subject of this Contract] but rather shall use funds from this Cease state supplement existing funds. Contractor shall use the funds from this Cshall makena ood faith or local funds currently available for a particular activity. Contracto g effort to maintain its current level of support. Contractor may be required to sub ns documentation substantiating that a reduction in local funding, if any, resulted for reaso 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 methodse a cost reimbursement. This payment method is based on an approved budget in th () 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 O Program Attachment(s) and successful submission of all required forms. Section 4,02 Billing Submission. Contractors shall bill the Department in accordan ss with the Pro am Attachment(s) in the form and format prescribed by DSHS. Unle gr otherwise s ecified in the Program Attachment(s), Contractor shall submit requests for P Rev. 07/2012006 Page 7 EF29-12425 General Provisions (Core Subrecipient 2007) 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. Gov'T. CODE, Chapter 2251). Contractor must comply with TEx. GOVT. CODE, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance 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 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. 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- lSb, 110 Stat. 139b. 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 httph.~ovemor state tx usldivisionslstatearantsl~uidelines!view. Contractor shall procure audit services in compliance with state procurement procedures, as well as with the provisions of UGMS. 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. 07/2012006 Page 9 Austin Texas 78756-3199 Texas Health and Human Services Commission Office of Inspector General CompliancelAuditMai1 Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 ARTICLE VII CONFIDENTIALITY. Section 1.01 Confidential Information. Contractor is required to comply with state and federal laws relating to the pnvacy and confidentiality of patient and client records tha contain protected health information (PHI), or other information or records made confidential bylaw. 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 identu es any client served by DSHS, in accordance with applicable federal and state law and. R , 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, 8'l, 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 HIPAA privacy regulations at FR CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as defined lnwith the §164.501, only to carry out Contractor's duties under this Contract in accordance regulations. When using or disclosing PHI or when requesting PHI from another entityo, Contractor must make reasonable efforts to limit the PHI to the minimum necessary accomplish the intended purpose of the use, disclosure or request. Section 7.04 Disclosure to Department. Contractor is required to disclose PHI off patients or clients provided services funded through this Contract and other confidenti 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 co f the of the individual to whom the PHI relates, for funding, payment and admuustration grant program. Contractor shall cooperate with Department to allow Department to rewhom collect and receive PHI under this Contract, without the consent of the individual to 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 § 164.512, and TEx. Occ. CODE ch.159, at §§ 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. 0712012006 Page 11 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 ofinformation 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, aswell as al at authorized federal, state or local authorities, including the Office of the Inspector Gene HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is conducted and all records (including client and patient records, if any), books, papers or documents related to the Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor sthhaa~ produce original documents related to the Contract. Further, Contractor will ensure 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 inspecf the audit, or reproduction during normal business hours to any authorized representative o Department. 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 audie or investigation in connection with those funds. The Contractor further agrees to coopers fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. Contractor will ensure that this provision concerning the authority to audit funds will apply to funds received indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in any subcontract it awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records will be conveyed in writing to Contractor. Contractor will submit, by the date prescribed by DSHS, a resolution to the deficiency in a program review or management or financial audit to the satisfaction of DSHS. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findingsNon- result in contract remedies or sanctions under the Breach of Contract and Remedies for Compliance Article of this 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. 0712012006 Page 13 e under this Contract. Contractor shall make such report no later than three (3) performanc ' da s from the date of discovery. Contractor shall make the report to the SA at working y (800) TX-AUDIT, or by Internet at httn'll~'~' sao state.tx.us. ' ' al Activi and Disciplinary Action. Contractor shall notify in Section 10A7 Cr~m~n h' 'tin the Division Contract Management Unit assigned to the Contract if it has z ton o~ wn g believe Contractor, or a person with ownership or controlling mteem to ee org olunteer of who is an agent or managing employee of the orgamV t~o~a wou d onstitute a criminal Contractor, or a subcontractor has engaged in meanor or if such activity would reasonably offense equal to or greater than a Class A mss gestate or federal regulatory authority, or has constitute grounds for disciplinary action by ced on community supervision, received deferred adjudication, or been convicted ofo~ been pla criminal offense relating to involvement in any financial matter, feder sect on no lager than felony sex crime. Contractor shall make the reports required by this three (3) working days from the date of discovery. erson who Section 10.08 Retaliation Prohibited. Contractor shall not retaliate agaia stlana a law, rule, reports a violation of, or cooperates with an investigation en and rgann federal, state or local or standard to the SAO, the Department, another state ag y, Y law enforcement official. station. Contractor shall maintain appropriate documentation of all Section 10.09 Docume notices. ARTICLE XI ASSURANCES AND CERTIFICATIONS. ' n 1 t.01 Certification. Contractor certifies by execution of this Contract to the Sectio following: a) it is not ineligible for participation in federal or state assistance programs; d for b) neither it, nor its principals, are presently debarred, suspended i ation in this debarment, declared ineligible, or voluntanly excluded from parts p transaction by any federal or state department or agency; tial debt or a number of c) it has not knowingly failed to pay a single substan outstanding debts to a federal or state agency; in a suit a ainst Contractor for d) it is not subject to an outstanding judgment g collection of the balance of a debt; or federal a encies that have a e) it is m good standing with all state and/ g contracting or regulatory relationship with Contractor; and for or fl that no person who has an ownership or controlling interest ~n n°v ~ ed of a who is an agent or managing employee of Contractor has bee tablished under criminal offense related to involvement in any progi'~'n e Medicare, Medicaid, or a federal block grant. ontractor is unable to certify to any of the statements in this Article, Contractor shall Where C 't an ex lanation to the Division Contract Management Unit assigned to the Contract. If submi p ontractor's status with respect to the items certified above changes dunng the Contr t e C ontractor shall immediately notify the Division Contract Management Unit assigned to C Rev. 0712012006 Page 1 S EF29-12425 General Provisions (Core Subrecipient 2007) 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 Sectiop § 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: h_ttp'llwww.dshs.state.tx.usJcontracts. 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, 07120!2006 Page 17 De artment's Contract Oversight and Support Section at Mail Cade 1910,1100 W. 49~'. St. p 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 tbhe applicable cost allocation plan. If Contractor's plan is the same as in the previous year, y 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 ~ w cost allocation plan to the Contract Oversight and Support Section no later than the 60 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 guide~na~ provided in the Department's Contractor's Financial Procedures Manual loca e 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 Departmen cial accordance with the requirements stated in the Departments Contractors Fman 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 goodanf d 1 effort to consider subcontracting with HUBs as set forth m TEx. Gov T CODE ch. 2161 TEX ADM. CODE § 111.12. Contractors may obtain a list of ~HUBsan aS httn•//www.tbpc.state.tx.us. If Contractor has filed a HUB subcontracting plane m the lan incorporated by reference in this Contract. If Contractor desires to make a Chang p , Contractor must obtain prior approval from the Department's HUB Coordinator of the revis~ee plan before proposed changes will be effective under the Contract. Contractor agrees to m a good faith effort to subcontract with HUBS during the performance Hof its contract with Department and will report HUB subcontract activity to the Department s HUB Coordinator in accordance with 1 TEX. ADM CODE § 111.16(c). Section 12.12 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by TEx. Gov T CODE § 2155.4441. Section 12.13 Contracts with Subrecipient Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into an agreement equaling $25,000 or twenty-five percent (2S%) of a Program Attachment amount, whichever is greater, Contractor shall obtain written approval from DSHS. Contracts with subcontractors shall be in wntmg 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. 07/2012006 Page 19 is solely responsible for filing all required state and federal tax forms and making all ain payments. In the event that the Department discovers that Contractor has failed to rem current on a delinquent liability to the IRS, the Contract will be subject to immedi~s termination at the Department's discretion. In the event of Contract terrriination under section, the Department will not enter into a Contract with Contractor for three (3) years fra e the date of termination. 1n addition to other remedies, the Department has the nght to p 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 not aes to the Division Contract Management Unit assigned to the Contract within ten business d y k ersonnel, of any change to the following: Contractor's name; contact information; ey p 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. ion 12.21 E ui ment Purchases. Equipment means an article of nonexpendable, Sect q P 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 of the acquisition cost, and the following assets with an acquivideo cost of $500 or more: fax machines, telecopiers, orders camcorders desktop and recorder/laserdisc players, televisions, videdocellulartand c ortable phones. Contractors on a laptop computers, non-portable pnnt shall coin 1 with the requirements of the provisions in cost reimbursement payment method P Y this Article concerning equipment. If purchase of equipment is approved in writing by ~h ~ Department, Contractor is required to initiate the purchase of that equupment in the f 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 Lisa. All items of equipment purchased with funde under this Contract shall be itemized in Contractor s application as finally negotiated wi nt or Department. Any changes to the equipment list contained in the negotiated applicati executed contract shall be approved in writing by Department prior to purchase of equipmen a Contractor shall submit to the Division Contract Management Unit assigned to the Contract written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledgs its approval by means of a written amendment or by wntten acceptance of Contractor Contract Revision Request, as appropriate. Section 12.24 Property Inventory and Protection of Assets. Contractor shall maintain a Rev. 0712012006 Page 21 EF29-12425 General Provisions (Core Subrecipient 2007) 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 Contras at en ay any person for influencing or attempting to influence an officer or employee of anemglo ee federal or state, a member of Congress, an officer or employee of contract o~ the extension, of a member of Congress in connection with the awarding contract 31 U.S.C.A. § 1352, as continuation, renewal, amendment, or modification of any 100 000 of federal funds, amended, and UGMS). If at any time this Contract exceeds $ , Contractor shall file with the Division Contract Management Unit assigned to the C of 995 declaration containing the name of any registrant under the Lobbying Disclosure Ac who has made lobbying contacts on behalf of Contractor in connection with the b °used tfor certification that none of the funds provided by Department have been or will b ~sts with payment to lobbyists, and disclosure of the names of any and all registered lobre uests or whom Contractor has an agreement. Contractor shall require any person who q receives a subcontract to file the same declaration, certification, and disclosure with ~e Division Contract Management Unit assigned to the Contract. Contractor shallcfil u on declaration, certification, and disclosure at the time of application for the contra , p 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 d which there occurs any event that materially affects the accuracy of the information containe in any declaration, certification, or disclosure previously filed. Section 13.03 Conflict of Interest. Contractor represents to the Department that it does ~e have nor shall it knowingly acquire any interest that would conflict in any manner with erformance of its obligations under this Contract. Potential conflicts of interest inclue~een p are not limited to, an existing ~or potential business or personal relatio rshHHSC their Contractor, its principal, or any affiliate or subcontractor with Department o , commissioners, officers or employees, or any other entity or person involved in any way o any project that is the subject of this Contract. Contractor shall establish safeguards ose that constitutes or presents the prohibit employees from using their positions for a purp appearance of personal or organizational conflict of interest or personal gain. Section 13.04 Transactions Between Related Parties, Contractor shall identify and repoa to DSHS any transactions between Contractor and a related party that is part of the workri or the Department is purchasing under this Contract before entering into the transactio immediately upon discovery. Contractor shall submit to the Division Contract Manadgem~ent Unit assigned to the Contract the name, address and telephone number of the relat~ under how the party is related to the Contractor and the work the related party will pro blood or the Contract. A related party is a person or entity related to the Contractor by ,nfluence marriage, common ownership or any association that permits either to significantly i ortin or direct the actions or policies of the other, The Contractor, for purposes of r artment transactions between related parties, includes the entity contracting with the Dep ro am under this Contract as well as the chief executive officer, chief financial officer and h ~73. director of the Contractor. Contractor shall comply with TEX. GOV T CODsted b the Contractor shall maintain records and supply any additional information reque y Department, regarding a transaction between related parties, needed to enable the Departmev tt to determine the appropriateness of the transaction pursuant to applicable state or federal la , Rev. 0712012006 Page 23 EF29-12425 General Provisions (Core Subrecipient 2007) 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 i.s 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 aze 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 familiaz 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 aze 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. 07120/2006 Page 25 R BY DEPARTMENT OR THE STATE OF TEXAS OF ANY DrfMUNITIES WANE IT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXA FROM SU MAY HAVE BY OPERATION OF LAW. ees to hold Section 13.19 Hold Harmless. Contractor, as an independent c officersr~ and the federal Department, the State of Texas, individual state employees and rnment harmless and to indemnify them from any and all liability, suits, claims, losses, gove dama es and judgments, and to pay all costs, fees,'and damages to the extent that em to ees' g fees, and damages arise from performance or nonperformance of contractor, i s p y subcontractors, joint venture participants or agents under this Contra of artial erformance or failure to Section 13.20 Waiver. Acceptance by either e~this Contract shall not constitute a waiver complain of any action, non-action or default and of either party's rights under the Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE. 'on 14,01. Actions Constituting Breach of Contract. Actions or inactions that Sects constitute breach of contract include, but are not limited to, the fol oods g•urchased under this a) failure to properly provide the services andlor g p Contract; b) failure to comply with any provision of this Contract: c) failure to pay refunds or penalties owed to the Department; or a eed d) failure to comply with a repayment agreement with the Department gr order issued by the Department; e failure by Contractor to provide a full accounting of funds expended under this Contract;. discovery of a material misrepresentation in any aspect of Contractor's response to the Solicitation Document; or any misrepresentation in the assurances and certifications in the Contractor's g) application or response to the Solicitation Document or m this Contract. Section 14.02 General Remedies and Sanctions. The Department will monitor a available for both programmatic and financial compliance. The remedies set forthwith Contractor for to the Department against Contractor and any entity that suudit and irn ose or recommend provision of services or goods. HHSC OIG may mvesch of~ this Contracp and may monitor imposition of sanctions to Department for any Brea tractor for financial compliance. The Department may impose one or more sanctions for Con ach item of noncompliance and will determine sanctions on acase-by-case basis. Contractoo f e is res onsible for complying with all of the terms of this Contract. The fisting ationsuunder p one or more of the remedies listed below does not relieve Contractor of any ob ig will revail the Contract. A state or federal statute, rule or regulation, or federal guideli ne can be read ideli over the provisions of this Article unless the statute, rule, reguloa~ If the~1Contractor breaches together with the provision(s) of this Article to give effect to brms of this Contract, including this Contract by failing to comply with one or more of the to Rev. 07I20l2006 Page 27 EF29-12425 General Provisions (Core Subrecipient 2007) sanctions are pending resolution; lace Contractor on probation. Probation means that Contractor will be placed 1) p on accelerated monitoring for a period not to exceed six (6) months at which timbe items of noncompliance must be resolved or substantial improvement shown i e Contractor. Accelerated monitoring means more frequent or mo out nel be monitoring will be performed by Department than would Y accomplished; m) require Contractor to obtain technical or managerial assistance; n) establish additional prior approvals for expenditure of funds by Contractor; o re uire additional, more detailed, financial and/or programmatic reports to be q submitted by Contractor; p) demand repayment from Contractor; . reduce the funding amount for failure to achieve or maintain the proposed le el 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 requued; r) pursue a claim for damages as a result of breach of contract; been s) require removal of any officer or employee of the Contractor wh thaasare in convicted of the misuse of state or federal funds, fraud or illegal determined by contraindication to continued obligations under this Contract, DSHS; t withhold any payments to Contractor to satisfy any recoupment or penalt~ im osed b DSHS, and take repayment from funds available under this Contras , p y to fulfill Contractor's repayment active or expired, in amounts necessary obligations; u) ~ reduce the Contract term; v recoup improper payments when it is verified that the Contractor has me l ove aid because of improper billing or accounting practices or failure to co p y with Contract terms; or w) impose other remedies provided by law. ction 14.03 Notice of Sanctions. Department will formally notify Contractor in writ be Se when a sanction is imposed (with the exception of accelerated momtonng, wliic~ mY the unannounced), stating the nature of the sanction(s), the reasons be removed and the~time corrective actions, if any, that must be taken before the actions willd if an of requesting Y~ allowed for completing the corrective actions, and the aired to file, within fifteen (15) reconsideration of the sanctions imposed. C snonse toiDr artment acknowledging receipt of calendar days of receipt of notice, a wntt entethe written re ponse shall state how Contractor such notice. If requested by the Departm , correct the noncompliance or demonstrate in writing that the findings on which th ~ shall sanctions are based are either invalid or do not warrant the sanction(s). If DepartmT a determines that a sanction is warranted, unless the sanction is sub~ncistfinal.iD artment federal or state statute, regulation or guideline, Departments decision. If re aired by the shall provide written notice to Contractor of Department s desist q Department, Contractor shall take corrective action. Action. In an emergency, Department may immediately Section 14.04 Emergency Rev. 0712012006 Page 29 EF29-12425 General Provisions (Core Subrecipient 2007) ARTICLE XVI TERMINATION. ' ' n of Contract or Program Attachment(s). Contractor's servicaet Section 16.01 Expiraho ' each Pro am Attachment shall end upon the expiration date of .on obligations set forth in gr unless extended or renewed by written amendment. Pnor to complewiith Program Attachment fall Pro am Attachments, all or a part of this Contract may be terminate of the term o gr or without cause as set forth below. f Termination. Termination is the permanent withdrawal Section 16.02 Effect o ' authorit to obligate previously awarded funds before that author oblo ate Contractors Y relin uishment by Contractor of the authon y g otherwise expire or the voluntary q funds. Contractor costs resulting from obligations incurred by CootrCetof previously awarded ' n of an award are not allowable unless expressly authonzed by ~eHS to the after termmatio on termination of this Contract, Contractor shall cooperate withiD undue the termination. Up nt ossible to ensure the orderly and safe transfer of responsiba ~ or art of this fullest exte p on termination of p Contract to DSHS or other entity designated by DSHS.edUfrom any further obligation created Contract, Department and Contractor will be discharg terms of this Contract except for the equitable settlement ° tor's under the applicable ed interests or obligations incurred prior to termination and foWa verrof an respcctivc accru To.•n,;~at;nn does not howovcr, constitute a duty to cooperate with DSHS. i „1,.....w .. ~_ _ L_,.,.,,~, ,.~ this f'nntract. In addition Contractor's obli ations to retain records • ___C..]..«4in~i [,11V a....... __.__.. of Constituting Termination. Termination does not include: (le Section 16.03 Acts N s awarded on the basis of the Contractors underestimate o ~ the withdrawal of fund alance in a prior period; (2) withdrawal of the unobligated bal Attachment unobligated b ( refusal to extend a Program expiration of the term of a Program Attachment; 3 or noncompeting continuation, renewal, or award additional funds to make a competing tai award; or (4) voiding of a contract upon determination that the extension, or supplemen was obtained fraudulently, or was otherwise illegal or invalid from inception. award Section 16.04 Termination Without Cause. part ma terminate this Contract with at least thirty (30) calendar inate a) Either y Y rior written notice to the other Party, except that if Contractor seemu ~ term the Contractor P a Contract that involves residential cl~atss n r e~tten notice and must submit Department at least ninety (90) calendar y p a transition plan to ensure client services are not disrupted. b The Parties may terminate this Contract by mutual agreement. ndar da s iher Part may terminate this Contract with at least thirty (30) Cale, din for c) E Y ' r written notice to the other Party in the event state and/or federal ed. g pno this Contract is terminated, limited, suspended, withdrawn, or discon inu le ent ma terminate this Contract immediately when, in the a of d) Departm Y ' ation of De artment, termination is in the best interest of the Stat determin P Texas. ' For Cause. Either Party may terminate for material breach of Section 16.OS Termination least thirty (30) calendar days written notice to the other arty this Contract with at Rev. 07120/2006 Page 3l EF29-12425 General Provisions (Core Subrecipient 2007) similar process shall be issued by any court S, writ or warrant of attachmf the r ro erty o of Contractor, and such writ or warrant of against all or any material portion P p ess is not released or bonded within thirty (30) calendar days attachment or any similar proc after its entry; t or insolvent; 6, Contractor is adjudicated bankrup Code or seeks relief under any ~, Contractor files a case under the Federal Bankrup insolvency, readjustment of debt, provision of any bankruptcy, reorganization, arrangem , ' uidation law of any jurisdiction, whether now or hereafter in dissolution, receivership or liq such law; consents to the filing of any case or petition against it under any effect, or or ortion of the property of Contractor is sequestered by Co actor g, any property p 30 calendar days after d the order remains in effect for more than th1rtY ( ) an obtains knowledge thereof; ~ ement, state reor anization, arrang 9, a petition is filed against Contractor under anY shi or gquidation law of any insolvency, readjustment of debt, dissolution, and uch etition is not dismissed within P jurisdiction, whether now or hereafter in effect, thirty (30) calendar days; the a ointment of a receiver, trustee, or liquidator of 10. Contractor consents to Pp Contractor or of all or any part of its property; or ement s stem does not meet the UGMS management standards. ~) Contractor s manag Y • ermination. Either Party may deliver written notice of intent to Section 16.06 Notice of T ethod. If either Party gives notice of its intent to terminate all or terminate by any verifiable m t to resolve any issues related a art. of this Contract, Department and Contractor will°ticemenod. p to the anticipated termination in good faith during e n p ICLE XVII VOID, SUSPENDED, AND TERMINATED ART CONTRACTS. • , De artment may hold this Contract void upon deterininati is Section 17.01 Void Contracts p tamed fraudulently or was otherwise illegal or invalid orn that the award was ob inception. ' Sus ended, or Involuntarily Terminated Contract. A Section 17.02 Effect of Void, p n a art to a contract with DSHS that has been found to f ~ 01or Contractor who has bee p Y rminated for cause is not eligible for expansion of current con Con ~actoryhas suspended, or to tracts or renewals until the Department has determine ation. Additionally, if new con the sus ension or termm satisfactorily resolved the issues underlyinmgt aid issubject to refund. this Contract is found to be void, any amo p ' ursuant to Gov. Code §2105.302, after receiving notice Section 17.03 Appeals Rights. P ' n of a contract with DSHS funded by block grant funds, from the Department of terminatio est an administrative hearing under Gov. Code Chapter 2001. Contractor may requ re Subreci lent 2007) Rev. 07120!2006 Page 33 EF29-12425 General Provisions (Co P CONTRACT N0. 2008-023731- PROGRAM ATTACHMENT N0. 001 PURCHASE ORDER N0.0000331441 CONTRACTOR: PARIS-LAMAR COUNTY HEALTH DEPARTMENT DSHS PROGRAM: IMMUNIZATION BRANCH -LOCALS TERM: 09/01/2007 THRU: 08/31/2008 SECTION I. STATEMENT OF WORK: Contractor shall implement an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2) years of age or younger (up to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization delivery, and establish uniform policies. Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program (TVFC) and adhere to the TVFC Operations Manual (and associated policy guidelines provided by DSHS). Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code (TAC) Part I §§97.1- 97.6 and §§97.101- 97.102. Contractor shall report all vaccine adverse event occurrences in accordance with the National Childhood Vaccine Injury Act of 1986. Contractor shall inform and educate the public about vaccines and vaccine-preventable diseases. Contractor shall consult DSHS Immunization Branch Public Information, Education and Training Group prior to developing educational, promotional, or incentive materials including, but not limited to brochures, posters, television and radio ads, outdoor advertising, bus ads, banners, campaign or branding logos related to immunizations, ImmTrac, TVFC or associated programs. Contractor shall not develop educational materials that duplicate materials already developed by DSHS. Contractor shall not modify DSHS-supplied forms and publications. Educational materials developed under this contract must be approved by DSHS prior to development, production or printing. Contractor shall develop policies and plans that support individual and community-based immunization strategies and evaluate the effectiveness, accessibility, and quality of personal and population-based immunization services and program activities. ATTACHMENT -Page 1 Contractor shall work to promote a health care workforce that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services. Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and for safeguarding vaccine in the event of natural disaster. Contractor shall implement DSHS's new vaccine management system, the Pharmacy Inventory Control System (PIGS), as the system becomes available throughout the state in Fiscal Year 2008. Implementation will include using PIGS in Contractor clinics, promoting the use of the system in non-health department TVFC provider offices, and performing updates to the system on behalf of TVFC provider offices that submit monthly doses administered and vaccine accounting reports in hardcopy. Contractor shall maintain an accurate, up-to-date list of clinics and sites where public sector (free or low cost) immunization services are offered in the jurisdiction served by the Contractor. Contractor shall not charge a fee for vaccines supplied through the TVFC program. All TVFC-supplied vaccines shall be used solely for purposes of this Program Attachment and shall not be sold. In accordance with 25 TAC § 1.91, Contractor shall not collect vaccine administration fees from Medicaid and Children's Health Insurance Program (CHIP) recipients. Vaccine administration fees collected from non-Medicaid patients shall not exceed those established in Section Two, Part Four of the TVFC Operations Manual. Fee schedules shall not be based on vaccine type, formulation, or dose in series. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. All equipment and vaccine used by Contractor which are provided by DSHS shall be accounted for as public property. The DSHS Program will investigate equipment or vaccine loss, destruction, spoilage, or other waste and may require (at its discretion) Contractor to replace or reimburse the DSHS Program. This provision does not waive any other remedies legally available to DSHS regarding contract breaches. Contractor shall provide to the DSHS Program periodic electronic data transfers of all vaccines administered in a format that is compatible for inclusion in the statewide immunization registry, ImmTrac, and in accordance with the schedule provided by DSHS. Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: ATTACHMENT -Page 2 • Human Resources Code §42.043, VTCA; • Education Code § §3 8.001-3 8.002, VTCA; • Health and Safety Code § 12.032, § § 81.023 and 161.001-161.009, VTCA; • 25 TAC Chapter 97; • 25 TAC, Chapter 96; • 25 TAC, Chapter 100; • 42 USC §§247b and 300 as-25; and • Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to (the following documents incorporated by reference and made a part of this Program Attachment): • DSHS's Standards for Public Health Clinic Services, revised August 31, 2004, http:llwww.dshs.state.tx.us/qmb/default.shtm#public; • DSHS's Vaccine-Preventable Disease Surveillance guidelines, http://www.dshs. state.tx.us/immunize/vpd_main.shtm; • DSHS's TVFC Operations Manual, http://www.dshs.state.tx.us/immunizeltvfc/tvfc_manual.shtm; • Centers for Disease Control and Prevention's Advisory Committee on Immunization Practices (ACIP) guidelines, including the statement: "Immunization of Health-Care Workers", http://www.cdc.gov/nip/ACIP/default.htm; and, • Standards for Child and Adolescent Immunization Practices, October 2, 2003, recommended by the National Vaccine Advisory Committee, approved by the United States Public Health Service, and endorsed by the American Academy of Pediatrics, httpa/www.cdc.gov/nip/publications/pinklappendices/H/standards- pediatric.pdf. Contractor shall be responsible for conducting outreach to children 19 through 35 months of age in the Contractor's service area who are included on the list that will be distributed at the start of each tri-annual reporting period (September 1, 2007, January 1, 2008, and May 1, 2008). Contractor shall comply with all requirements in the attached Exhibit A. Contractor shall: • Utilize a variety of methods to identify and contact the families of children for whom consent has been granted to be included in ImmTrac, but who do not have complete immunization records in the registry; • Provide information to clients, families, and providers on the purpose of ImmTrac and the importance of maintaining complete immunization histories in the registry; • Enter records of newly identified vaccinations into ImmTrac; • Maintain documentation of all contacts and education provided; ATTACHMENT -Page 3 • Present ImmTrac information to providers, schools, and other community groups; • Present Pharmacy Inventory Control System (PIGS) information to providers; and • Provide technical assistance to providers as requested by providers when PIGS is implemented within the Contractor's service area. SECTION II. PERFORMANCE MEASURES: The following performance measure(s) will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract: Contractor shall submit the monthly reports of doses administered and the monthly biological order form in a format provided by DSHS and in accordance with the instructions provided to Contractor by DSHS. Contractor shall implement an immunization reminder and recall system to notify parents or guardians of children less than 36 months of age when immunizations are due or past due. The notifications may be automated or manual and may consist of mail or telephone contacts. Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology to conduct quality assurance site-visits for all sub-contracted entities and non-local health department Women, Infant and Children (WIC) clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool and the Comprehensive Clinic Assessment Software Application (Co- CASA), as specified by the DSHS Program. Contractor shall submit assessment results to the appropriate DSHS Regional Immunization Program manager within two (2) weeks after completion. Contractor shall recruit and enroll providers into the Texas Vaccines for Children (TVFC) program and recruit and register providers to use the statewide registry (ImmTrac) to look up child records at every visit, and also to report immunizations administered as required bylaw. Contractor shall address the following Objectives, as detailed in the final approved work plan: 1. Develop a comprehensive plan to assure that immunization services and ACIP-recommended vaccines are available to medically underserved and/or under-immunized children and adults living in areas where coverage is low ("pockets of need"); 2. Work with local WIC programs for assessment of children's immunization status and referral of under-vaccinated WIC enrollees for vaccination at their ATTACHMENT -Page 4 medical home; 3. Establish collaborations with a variety of community-based organizations and human service agencies (internal and external to your Local Health Department [LHD]) to promote best practices, specific activities, and special projects to increase vaccination coverage levels for children 0 through 35 months; 4. Ensure that expired, wasted, and unaccounted for vaccines do not exceed 5% for DTaP, Hib, hepatitis B, IPV, MMR, PCV7, varicella, hepatitis A, and combination vaccines in LHD clinics; 5. Effectively utilize ImmTrac in LHD clinics; 6. Increase the number of registered provider sites actively reporting immunizations to ImmTrac; 7. Promote the effective use of ImmTrac by private providers; 8. Increase the number of children less than six (6) years of age who participate in ImmTrac; 9. Ensure that ImmTrac data are complete, current, and accurate; 10. Increase TVFC provider enrollment; 11. Actively educate public and private providers on vaccine recommendations, the Standards for Child and Adolescent Immunization Practices and the Standards for Adult Immunization Practices, reporting of vaccine-preventable diseases, recordkeeping, the use of Vaccine Information Statements (VIS), the TVFC program, and the ImmTrac registry; 12. Complete 100% of quality assurance ..follow-up visits assigned by DSHS Austin or Health Service Region Staff; 13. Provide immunization services and ACIP-recommended vaccines as described in this contract; 14. Promote adult immunization among adults in the general population and among health care workers; 15. Conduct educational, promotional, and outreach activities for the general public to enhance immunization awareness; 16. Investigate and document at least 90% of reportable suspected vaccine- preventable disease cases within thirty (30) days of notification in accordance with DSHS'sVaccine-Preventable Disease (VPD) Surveillance Guidelines; 17. Implement a comprehensive Perinatal Hepatitis B program that accomplishes the following: a. Increase by at least 5% the number of hepatitis B surface antigen- positive (HBsAg+) pregnant women identified; b. Increase by at least 5% the number of infants born to HBsAg+ pregnant women that are identified; c. Increase by at least 5% the number of these infants that receive one (1) dose of hepatitis B vaccine and HBIG within twelve (12) hours of birth and no later than seven (7) days after birth; d. Increase by at least 5% the number of these infants that complete the hepatitis B vaccine series and receive post-vaccination serologic testing; and, e. Increase by at least 5% the number of susceptible household and ATTACHMENT -Page 5 sexual contacts of HBsAg+ pregnant women that complete the hepatitis B vaccine series. 18. Assure that rubella susceptible women identified in the Contractor's public health clinics are offered MMR; 19. Complete 100% of child-care facility and Head Start assessments assigned by DSHS; and, 20. Complete 100% of public and private school assessments and retrospective and validation surveys assigned by DSHS. Contractor is required to complete and submit the following tri-annual reports utilizing a format provided by the DSHS Program: Re ort Tye Re ortin Period Re ort Due Date Programmatic 9/1/07 -12131/07 1130/08 Programmatic 1/1108 - 4130108 5/30/08 Programmatic/Final 5/l/08 - 8/31108 10/15/08 Tri-annual reports should be submitted electronically to the appropriate DSHS Regional Immunization Program Manager identified on the reporting form. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight (48) hours of making approved changes. SECTION III. SOLICITATION DOCUMENT: N/A SECTION IV. RENEWALS: N/A SECTION V. PAYMENT METHOD: Cost reimbursement. SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. ATTACHMENT -Page 6 Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street PO BOX 149347 Austin, Texas 78714-9347 The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 458-7442. The email address is invoices a,dshs.state.tx.us. SECTION VII. SPECIAL PROVISIONS: General Provision, FUNDING Article, Use of Funds Section, is revised to include: Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. Travel expenses shall be reimbursed according to Contractor's written travel policy, as approved by DSHS. If no written travel policy was submitted, travel expenses shall be reimbursed according to current state travel regulations. In no case shall reimbursement exceed the reimbursement for hotel, per diem and mileage allowed under the current Appropriations Act. For immunization activities performed under this Program Attachment, General Provisions, GENERAL BUSINESS OPERATIONS of CONTRACTOR Article, Overtime Compensation Section, is replaced with the following paragraphs: Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty (40) hours per work week. SECTION VIII. BUDGET: SOURCE OF FUNDS: CFDA # 93.268 and STATE ATTACHMENT -Page 7 2008-023731-001 Categorical Budget: PERSONNEL $69,000.00 FRINGE BENEFITS $15,633,00 TRAVEL $3,800.00 EQUIPMENT $0.00 SUPPLIES $1,800,00 CONTRACTUAL $0,00 OTHf R $4,.553:, 00 TOTAL DIRECT CHARGES $94,7$6,00 INDIRECT CHARGES $0:00 TOTAL $94,786.00 DSHS `SHARE $94,786.00 CONTRACTOR SHARE $1$;480,00 OTHER MATCH $0:00 Total reimbursements will not exceed $94,786.00 Financial status reports are due: 12/28/2007, 03/28/2008, 06/30/2008, 10/31/2008 CONTRACT N0. 2008-023731- PROGRAM ATTACHMENT N0. 001 PURCHASE ORDER N0.0000331441 EXHIBIT A STRATEGIES TO INCREASE VACCINE COVERAGE LEVELS IMPLEMENTATION PLAN Contractor shall implement all final, approved work plans, including the approved 2007 Annual Plan and the Strategy Implementation Plan(s) (final approved versions of SIP plans as sent to you by DSHS on November 8, 2006). EXHIBIT A -Page