2007-114-RES-Approving and Authorizing the execution of a contract with the Department of State Health Services (DSHS) Document No. 2008-024494RESOLUTION N0. 2007-114
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 N0.2008-024494 (PROGRAM ATTACHMENT N0.
001- RLSS -LOCAL PUBLIC HEALTH SYSTEM), 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-
024494 (Attachment No.001- RLSS -Local Public Health System), 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-
024494 (Attachment No.001- RLSS -Local Public Health System) 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.2008-024494 (Attachment No.001- RLSS -Local Public Health System), 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 24th day of September, 2007.
ATTEST:
'ce Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIly Attorney
~7
~+
L'/1'I, L ~...~ G 'am'
J~SSe James~'reelen, Mayor
DEPARTMENT OF STATE HEALTH SERVICES
~.P'SE 0
w ~ ~ ~'
N ~ ~,
This contract, number 2008-024494 (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 X109,998.00, 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 09101/2007 and ends on 08/3112008. DSHS
has the option, in its sale 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. Authorit .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:
2008-024494-001 RLSS-LOCAL PUBLIC HEALTH SYSTEM
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.
EXHIBITg
92648-1
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, 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.
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
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
By:
Signature
September 24, 2007
Date
`Revin Carruth, City Manager
Printed Name and Title
P. 0. Bog 9037
Address
Paris, T% 75461-9037
City, State, Zip
(903) 785-7511 Egt. 1201
Telephone Number
kcarruth@paristegas.gov
E-mail Address for Official Correspondence
92648-1
FISCAL YEAR 2008 PERFORMANCE CONTRACT
GENERAL PROVISIONS
(CorelSubrecipient)
TABLE OF CONTENTS
COMPLIANCE AND REPORTING 1
ARTICLE I 1
1.01 Compliance with Statutes and Rules
1,02 Compliance with Requirements of Solicitation Document 1
1
1,03 Reporting 1
1.04 Client Eligibility
1.05 Applicable Contracts Law and Venue for Dis Fundin Sources
d Regulations Regarding g 1
2
1.06 Applicable Laws an
licability
1.07 Statutes and Standards of Gener In e
envy & Interlocal Contracts 2
4
ra
1.08 General Provisions Applicable to g
5
ARTICLE II SERVICES
2.01 Education to Persons in Residential Facilities 5
5
2.02 Disaster Services 5
2.03 Consent to Medical Care 6
2.04 Telemedicine Medical Services
05 Fees far Professional Health Services
2 6
6
.
2.06 Cost Effective Purchasing of Medications
b
ARTICLE III FUNDING
3.01 Debt to State and Corporate Status 6
~ .
3.02 Application of Payment Due ~
3.03 Use of Funds 7
04 Use for Match Prohibited
3 7
.
3.05 Program Income 7
3.06 Nonsupplanting
PAYMENT METHODS AND RESTRICTIONS 8
ARTICLE IV
01 Payment Methods
4 8
.
4.02 Billing Submission 8
4.03 Final Billing Submission g
4.04 Working Capital Advance
l Status Reports (FSRs)
i g
9
a
4.05 Financ
4.06 Third Party Payors
TERMS AND CONDITIONS OF PAYMENT
ARTICLE V 9
9
5,01 Prompt Payment 9
5,02 Withholding Payments
03 Condition Precedent to Requesting Payment
5 9
10
.
5,04 Acceptance as Payment in Full
ALLOWABLE COSTS AND AUDIT REQUIREMENTS
ARTICLE VI
' ' ns Core Subrecipient 2008) Table of Contents 611212007
General Provisio
la
6.01 Independent Audit 10
6.02 Allowable Costs 10
6.03 Submission of Audit 11
ARTICLE VII CONFIDENTIALITY 12
7.01 Maintenance of Confidentiality 12
7.42 Use of PHI 12
7.03 Disclosure to Department 12
7.04 Department Access to PHI 1Z
7.05 Exchange of Client-Identifying Information 12
7.06 Security of Patient or Client Records 13
7.07 HIVIAIDS Model Workplace Guidelines 13
ARTICLE VIII RECORDS RETENTION 13
8.01 Retention 13
ARTICLE IX ACCESS AND INSPECTION 14
9.01 Access 14
9.02 State Auditor's Office 14
9.03 Responding to Deficiencies 14
ARTICLE X NOTICE REQUIREMENTS 15
10.01 Child Abuse Reporting Requirement 15
10.02 Significant Incidents 15
10.03 Litigation 15
10.04 Actioq Against Contractor 15
10.05 Insolvency 16
10.06 Misuse of Funds 16
10.07 Criminal Activity and Disciplinary Action 16
10.08 Retaliation Prohibited 16
10.09 Documentation ~ 16
ARTICLE XI ASSURANCES AND CERTIFICATIONS 16
11.01 Certification 16
11.02 Child Support Delinquencies 1~
11.03 Authorization 17
11.04 Gifts and Benefits Prohibited 17
11.05 Ineligibility to Receive the Contract 18
11.06 Antitrust lg
11.07 Initiation and Completion of Work 18
ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 18
12.01 Board Training lg
12.02 Duty of Compliance lg
General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007 2
12.03 Management and Control Systems 19
19
12.04 Insurance and Bonding lg
12.05 Fidelity Bond 20
12.06 Liability Coverage 20
12.0? Overtime Compensation 20
12.08 Program Site 20
12.09 Cost Allocation Plan
10 Reporting for Unit Rate and Fee for Service Contracts
12 21
21
.
12.11 Historically Underutilized Businesses (HUBS) 21
12.12 Buy Tegas
12.13 Contracts with Subrecipient Subcontractors 21
22
12.14 Status of Subcontractors 22
12.15 Incorporation of Terms 22
12.16 Independent Contractor 22
12.17 Authority to Bind 22
12.18 Tax Liability 23
12.19 Notice of Organizational Change ~3
12,20 Quality Management
12.21 Equipment and Controlled Assets Purchases 23
23
12.22 Supplies
23 Changes to Equipment List
12 23
24
.
12.24 Property Inventory and Protection of Assets 24
12.25 Bankruptcy 24
12.16 Title to Property 24
~
12.27 Property Acquisitions 24
12.28 Disposition of Property 25
12.29 Closeout of Equipment 25
12.30 Assets as Collateral Prohibited
ARTICLE XIII GENERAL' TERMS 25
25
13,01 Assignment ~ 25
13.02 Lobbying 25
13.03 Conflict of Interest 25
13.04 Transactions Between Related Parties 25
13.05 Intellectual Property 27
13.06 Other Intangible Property 28
13.01 Severability and Ambiguity 28
13.08 Legal Notice 28
13.09 Successors 28
13.10 Headings 28
13.11 Parties 28
13,12 Survivability of Terms 28
13.13 Direct Operation 28
13.14 Customer Service Information 28
13.15 Amendment
Notification of Change to Certain Contract Provisions 29
'
s
actor
13.16, Contr
ions Core Subrecipient 2008) Table of Contents 6112/2007 3
General Proves
13.17 Contractor's Request for Revision of Certain Contract Provisions 29
13.18 Immunity Not Waived 30
13.19 Hold Harmless 30
13.20 Waiver 30
13.21 Contracting with Executive Head of State Agency 30
13.22 Technology Accessibility 31
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE 31
14.01 Actions Constituting Breach of Contract 31
14.02 General Remedies and Sanctions 32
14.03 Notice of Remedies or Sanctions 34
14.04 Emergency Action 35
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT 35
15.01 Breach of Contract Claim 35
15,02 Notice 35
15.03 Sole Remedy 36
15.04 Condition Precedent to Suit 36
15.05 Performance Not Suspended 36
ARTICLE XVI TERMINATION 36
16.01 Expiration of Contract or Program Attachment(s) 36
16.02 Effect of Termination 36
16.03 Acts Not Constituting Termination 36
16.04 Termination Without Cause 37
16.05 Termination For Cause 37
16.06 Notice of Termination 39
ARTICLE XVII VOID, SUSPENDED AND TERMINATED
CONTRACTS 39
17.01 Void Contracts 39
17.02 Effect of Void, Suspended or Involuntarily Terminated Contract 39
17.03 Appeals Rights 39
ARTICLE XVIII CLOSEOUT AND CONTRACT
RECONCILIATION
18.01 Cessation of Services at Closeout
18.02 Administrative Offset
18.03 Deadline for Closeout
18.04 Payment of Refunds
18.05 Disallowances and Adjustments
18.06 Contract Reconciliation
39
39
40
40
40
40
40
General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007 4
Fiscal Year 2008 Performance Contract
General Provisions
(CorelSubrecipient)
ARTICLE I COMPLIANCE AND REPORTING
liance with Statutes and Rules. Contractor shall comply,
Section 1.01 Comp to comply, month the requirements set forth m
and shall require its subcontractor(s) a licability and other applicable state and
the Department's rules of general pp
lations and rules as such statutes, regulations and inset
federal statutes, regu be lawfully amended. The Department rules are
currently exist and as they may
dministrative Code, Title 25 (Rules). To the extent this
forth in the Texas A
a hi her standard, or additional requirements beyond tract
Contract unposes g ations or the Rules, the terms of the Con
required by applicable statutes, regal
shall control.
Coin liance with Requirements of Solicitation Docume st.
Section 1.02 P
in these General Provisions or the Program Attachm. ces~
Except as specified
ctor shall comply with the requirements, eligibility condct~en asin lc udmg
Contra
ertifications and program requirements of the Solicitati nntrDtor and DSHS prior
c eed to in venting by Co
any revised or additional terms agr
this Contract). for the duration of this Contract or any suntragt rns
to execution of
The parties agree that the Department has relied upon the Comet any
renewals.
res onse to the Solicitation Document. gees once stoathe Solicitation
p
misrepresentation contained in the Co CO tract, r P
Document shall constitute a breach of this
ortin ,Contractor shall submit reports in accordance with er
Section 1.03 Rep g
uirements established by the Department and shall prove HS Failure
reportuig req
ation re nested by the Department in the format required byD the due date
uiform q
to submit a required report or additional requested ~ tenon titut s a breach of
specified in the Program Attachment(s) or upon requ
t in dela ed payment, and may adversely affect evaluation of
contract, may resin Y
Contractor's future contracting opportunities with the Department.
'ent Eli ibility. Where applicable, financial eligibility criten it
Section 1.04 Ch g
sessment rocedures, and standards developed by the Departments a
financial as P
be utilized by Contractor to determine client eligibility.
licable Contracts Law and Venue for Disputes. Regardu g
Section 1.05 APP erformance, interpretation, and any iss
all issues related to contract formation, p
des ate between the Parties, the Contract shall be governed by,
that may arse m any p
ed in accordance with, the laws of the State of Texas. In the event o a
and constru suit shall be Travis County, Texas.
dispute between the Parties, venue for any
611212007 1
General Provisions (Core Subrecipient 2008)
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources.
Where applicable, federal statutes and regulations, including federal grant
requirements applicable to funding sources, shall apply to this Contract. Contractor
agrees to comply with applicable laws, executive orders, regulations and policies as
well as Office of Management and Budget (OMB) Circulars, the Uniform Grant and
Contract Management Act of 1981 (UGMA), TEx. Gov'T. CODE ch. 783, as
amended, and Uniform Grant Management Standards (UGMS) as amended by
revised federal circulars and incorporated in UGMS by the Governor's Budget and
Planning Office. UGMA is located on the Internet at
http://tlo2.tlc.state.tx.us/statuteslstatutes html; the UGMS aze located on the Internet
at
http:l/www.~overnor.state.tx us/divisions/state rants/QUidelines/filesltJGMS062004
.doc. Contractor also shall comply with all applicable federal and state assurances
contained in UGMS, Part III, State Uniform Administrative Requirements for
Grants and Cooperative Agreement §_.14.
Section 1.07 Statutes and Standards of General Applicability. It is
Contractor's responsibility to review and comply with all applicable statutes, rules,
regulations, executive orders and policies. To the extent applicable to Contractor,
Contractor agrees to comply with the following;
a) The following statutes and DSHS policy that collectively prohibit
discrimination on the basis of race, color, national origin, limited English
proficiency, sex, sexual orientation (where applicable), disabilities, age, substance
abuse or religion: l) Title VI of the Civil Rights Act of 1964, 42 U.S.C.A. §§ 2000d
et seq.; 2) Title IX of the Education Amendments of 1972, 20 U.S.C.A. §§ 1681-
1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29
U.S.C.A. § 794(a); 4) the Americans with Disabilities Act of 1990, 42 U.S.C.A. §§
12101 et seq.; 5) Age Discrimination Act of 1975, 42 U.S.C.A. §§ 6101-6107: 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, 42 U.S.C.A. § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86
and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246,
as amended and supplemented; 9) TEx. LAB. CODE. ch. 21; and 10) DSHS Policy
AA-5018, Non-discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 U.S.C.A. §§ 1101 et
seq., relating to drug abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 290dd-
2, and 42 C.F.R. pt. 2, relating to confidentiality of alcohol and drug abuse patient
records;
d) Title VIII of the Civil Rights Act of 1968, 42 U.S.C.A. §§ 3601 et seq.,
relating to nondiscrimination inhousing;
e) Immigration Reform and Control Act of 1986, $ U.S.C.A. § 1324a,
regarding employment verification;
~ Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regazding the non-
use ofall tobacco products;
g) National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et
seq., and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human
General Provisions (Core Subrecipient 2008) 6112/2007 2
subjects involved in research; vi Act, 5 U.S.C.A. §§ 1501-1508 and 7321-26,
h) Hatch Political Acti tY ees whose employment is funded with
which limits the political activity of employ
federal funds; 201 et seq., and the
29 U.S.C.A. §§ 4701 et seq., as
i) Fair Labor Standards Aof 1970, 42 U.S.C.A. §§
Intergovernmental Personnel Acura a and maximum hours;
applicable, concerning mliumum g Su 2004), pertaining to eliminating
TEX. GOVT CODE Ch. 469 ( pP•
J)
architectural barriers for Persons with disabilitie Ex. LABOR CODE, chs. 401-406 28
k Texas Workers' Compe~abon Act, T
) t. 2 re arding compe~ation for employees' injures 42 USC §
TEx. AntvtlN. CODE p g
'cal Laboratory Improvement Amendments of 198 ,
1) The Clini
din the regulation and certification of clinical laborRaeon atons on Blood
263a, regaz g and Health Administration g'u1
m) The Occupational Safety
1910.1030, or Title 25 Tex. Admin Code ch. 96
Borne Pathogens, 29 CFR §
din safety standards for handling blood borne p6~7gUSC §§ 2131 et seq.,
regar g al Welfare Act of 196 ,
n) Laboratory Anim animals;
pertaining to the treatment of laboratory 1 Institution of
ironmental standazds pursuant to the following vironmental Policy
o) Env
ental uality control measures under the Natione 11514 (35 Fed. Reg.
envuonm q 4321.4347 and Executive Ord
Act of 1969, 42 USC §§ uali " 2) Notification of
"Protection and Enhancement of Environmenta14Q0 CFR Part 32), "Providing
4247), ursuant to Executive Order 11738
violating facilities p
the Clean Air Act and the Federal Water Pollution~c~andos
for Admiiustration of 3) Protection of
Grants or Loans;
Act with respect to Federal Con 990s'42 Fed. Reg. 26961; 4) Evaluation of flood
pursuant to Executive Order 1
accordance with Executive Order 11988, 42 Fed. 02ea•
hazards in floodplauis in ood insurance purchase requirements of Section 1 ( )
26951 and, if applicable, fl 5 Assurance of project
food Disaster Protection Act of 1973 (P.L. 93-234 ~) developed under the
of the F roved State Management progr
consistency with the app 1451 et seq; 6) Federal Water
Coastal Zone Management Act of 1972,16 USC §§
33 USC §1251 et seq.; 7) Protection of underground so300f
Pollution Control Act, r the Safe Drinking Water Act of 1974, 42 USC §§
of drinking water uncle
endan eyed species under the Endangered Species lean a
300j; 8) Protection of g
1531 et seq.; 9) Conformity of federal actions t 401 et seq.; 10)
1973,16 USC §§
'on fans under the Clean Air Act of 1955, 42 USC §e Drinking Water
implementati p water under the Saf
Protection of underground sources of drinkin d and Scenic Rivers Act of 1968 (16
Act of 1974, 42 USC §§300f-330; 11) W Lead-
, related to protecting certain rivers system; and 12~ the
U.S.C. §§ 1271 et seq) 4801 et seq.) prohib g
Based Paint Poisoning Prevention Act (42 U.S.C• §rehabilitation;
use oflead-based paint in residential cons A tl of x1970 (42 USC §§4278-4763
p) Intergovernmental Personnel ro ams specified in Appendix A of the
regarding personnel merit systems for p gr
Mara ement's Standards for a Merit System of
federal Office of ProgramC F.R. Part 900, Subpart F);
Personnel Adrnimstration (5
II of the Uniform Relocation Assistance and Real Property
q) Titles II and I
6112/2007 3
General Provisions (Core Subrecipient 2008)
Acquisition Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons
displaced or whose property is acquired as a result of Federal or federally-assisted
programs;
r) Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40
U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety
Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally-
assistedconstruction subagreements;
s) National Historic Preservation Act of 1966, § 106 (16 U.S.C. § 470),
Executive Order 11593, and the Archaeological and Historic Preservation Act of
1974 (16 U.S.C. §§ 469a-1 et seq.) regazding historic property to the extent
necessary to assist DSHS in complying with the Acts;
t) Financial and compliance audits in accordance with Single Audit Act
Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local
Governments, and Non-Profit Organizations;" and
u) requirements of any other applicable statutes, executive orders, regulations
and policies.
If this Contract is funded by a grant, additional requirements found in the Notice of
Grant Award are imposed on Contractor and incorporated herein by reference.
Section 1.08 General Provisions Applicable to Interagency and Interlocal
Contracts. Certain sections or portions of sections of these General Provisions shall
not apply to Contractors that are State agencies or units of local government; and
certain additional provisions shall apply to such Contractors.
a) The following sections or portions of sections of these General Provisions shall
not apply to interagency or interlocal contracts;
1) Hold Harmless;
2) Independent Contractor (delete the third sentence in its entirety; delete the
word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance and Bonding;
4) Liability Coverage;
5) Fidelity Bond;
6) Board Training; and
7) Historically Underutilized Businesses (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable
to that entity).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in
compliance with the provisions of the Interagency Cooperation Act, Gov.
Code Chapter 771.
2) The parties hereby certify that (1) the services specified are necessary and
essential for the activities that are properly within the statutory functions
and programs of the affected agencies of State government; (2) the
proposed arrangements serve the interest of efficient and economical
administration of the State goven~ment, and (3) the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the
General Provisions (Core Subrecipient 2008) 6/1212007 4
e State of Texas to be supplied under contract given to the
Constitution of th
lowest responsible bidder.
at it has the authority to enter into this Contract granted in
3) DSHS certifies th
t Code Chapter 1001, and Contractor certifies that it has
Health and Safe y
ecific statutory authority to enter into and perform this C tra tst.
sp 1 to interlocal con
(c) The following additional provisions shallupanp to the authority granted and in
1) This Contract is entered isi ns of the Interlocal Cooperation Act, Gov.
compliance with the prov
Code Chapter 791.
ents made by DSHS to Contractor shall be from current revenues
2) Paym
available to DSHS.
resents that it has been authorized to enter into this
3} Each party rep
Contract. a duly
a ees that Contract Revision Requests, when signed b~ ve date
(d) Contractor gr
re resentative of Contractor, shall be effective as of ~ the date of any
authorized p
' d b the Department, whether that date is prior to or afte
specifie Y board.
ratification by Contractor's governing
ARTICLE II SERVICES
licable,
Education to Persons in Residential Facilities. I enplicensed
Section 2.01 ersons, who are housed m Departm
Contractor shall ensure that all p ears of age or
funded residential facilities and who are twenty-two (TEx EDUC. CODE §
andlor
oun er, have access to educational services as requ ion a ency or local early
Y g the local .educat g
29.012. Contractor shall notify
rescribed by TEx. EDUC. CODE § 29.012 not later than t or
intervention program as p erson who is twenty-two (22) Years of ag
third calendar day after the date a p
ounger is placed in Contractor's residential facility.
Y
' ter Services. In the event of a local, state, or federal
Section 2.02 Disas
' cludin natural, man-made, criminal, terrorist, and/or asiter b riche
emergency, in g the Governor, or a federal dis Y
events, declazed as a state disasterab~ r ma be called upon to assist DSHS in
appropriate federal official, Contr Y areas; community evacuation,
roviding services, as appropfiate, in the following
p istance• assessment of health and medical needs; health
health and medical ass ~ lies,
• edical care personnel; health and medical equipment and s~upp and
surveillance, rn
cuation; in-hospital care and hospital facility status; f ubstance abuse;
patient eva
ical device safety; worker health and safety; mental healths ices; and victim
med vector control and veterinary
public health information;
~ services. Disaster services shall be carried out i d be
identification and mo azY
t res onsive to the needs of the emergency, be cost effective, an
manner mos p
least intrusive on the primary services of the Contractor.
to Medical Care. If Contractor provides medical, dental,
Section 2.03 Consent
ical treatment to a minor under this Contract, either directly ed
psychological or sung
cts with subcontractors, the treatment of a minor shall be ha ter 32
through contra ursuant to TEX. FAM. CODE, C p
only if consent to treatment is obtained p
6112!2007 5
General Provisions (Core Subrecipient 2008)
relating to consent to treatment of a child by anon-parent or child or pursuant to
other state Iaw. If requirements of federal law relating to consent directly conflict
with TEx. FAM. CODE, Chapter 32, federal law shall supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if a
provider uses telemedicine/telepsychiatly that the services are implemented in
accordance with written procedures and using protocol approved by the
Contractor's medical director and utilizing equipment that complies with the
equipment standazds as required by the Department. Procedures of telemedicine
service provision must include the following requirements:
a) clinical oversight by the Contractor's medical director or designated
physician responsible for medical leadership;.
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and
federal laws;
e) use by credentialed licensed providers providing clinical Gaze within the scope
of their licenses;
f) demonstrated competency in the operations of the system by all staff members
who are involved in the operation of the system and provision of the services prior
to initiating the protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that
ensures timely access to accurate information between the two sites.
Telemedicine Medical Services does not include treatment services provided by
electronic means under Rule §448.91 1.
Section 2.05 Fees for Personal Health Services. Contractor may develop a
system and schedule of fees for personal health services in accordance with the
provisions of Health and Safety Code § 12.032, DSHS Rule § 1.91 covering Fees for
Personal Health Services, and other applicable laws or grant requirements. The
amount of a fee shall not exceed the actual cost of providing the services. No
patient may be denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. Contractor shall make
needed medications available to clients at the lowest possible prices and use the
most cost effective medications purchasing arrangement possible.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to TEX. GOVT.
CODE § 403.055, the Department will not approve and the State Comptroller will
not issue payment to Contractor if Contractor is indebted to the State for any reason,
General Provisions (Core Subrecipient 2008) 6/12/2007 6
Contractor, if a corporation, certifies by execution of
including a tax delinquency. a ent of franchise
tract that it is current and will remain current in itsp tYm franchise taxes
~s Con
es to the State of Texas or that it is exempt fromapa~ nded). Contractor, if a
~ 171.001 et seq,
under Texas law (Texas Tax Code §§ and will remain in good standing v+nth the
corporation, further cernfies that it franchise ~ or corporate
e of State's office. A false statement regard chise tax payments become
Secr tary
tatus is a material breach of this Contract. If fran a ents under this Contract
s
delin uent during the Contract term, all or part °f chise tax is paid in full.
q
may be withheld until Contractor's delinquent
lication of Payment Due. Contractor agrees ludin but
Section 3.02 APP debt, inc g
nts due under this Contract will be applied towards any
payme ort that is owed to the State of Texas.
not limited to delinquent taxes and child supp
Funds. Contractor agrees that it shall expend Departmble
Section 3.03 Use of
ision of approved services and for reasonable and al o
funds only for the prov
expenses directly related to those services.
rovided
se for Match Prohibited. Contractor agrees ~dunn other
Section 3.04 U
' Contract shall not be used for matching purposes ins g
through this roved by the Department in writing.
ceding unless directed or app
enerated from
5 Program Income. Gross income ~ edYunder a Program
Section 3.0 ro ect or activity perform
Department funds through a p J Attachment during the term
as a result of a Program
Attachment and/or earned o~ are considered program income. Unless otherwise
of the Program Attachmen ant ~n~ng this Contract, the addition alternative,
required under the terms of the ~' am income shall be used by
as rovided in UGMS § _ 2S(g)(2)~ for the use of progr
p ro am objectives of the state or federal statute under
Contractor to further the p ~'
Attachment was made, and it shall be spent ° ~1 i.dentme
which the Program enerated. Contractor sh fY
Program Attachment project in which it was g
' accordance with the Compliance and Reporting Article of
and report this income Sand the Sp
vision ecial Provisions of the Program Atta~hmrnen and
these General Pro the program Attaclurie
Contractor shall expend program income during
the succeeding term. Program income not expended in the
may not carry forward to base future
' ch it is earned shall be refunded to DSHS. DSHSderi aY in ,billing,
term in whi roficiency in fY g
funding levels, in part, upon Contractor s p it for the oses and
and re orting program income, and in utilizing p~
collecting, p .
conditions set forth in this Contract.
lantin .Contractor shall not supplant (i.e., use finds also
Section 3.06 Nonsupp g ,
ce or substitute existing funding from other sources ~afunds
this Contract to repla
' 'ties that are the subject of this Contract) but rather shall ulable for
suppo~ the active
' Contract to supplement existing state or local funds cou maim n aids current
from this ood faith effort t
a particular activity. Contractor shall make a g
ntractor may be required to submit documentation
level of support. Co
611212007 7
General Provisions (Core Subrecipient 2008)
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 m the Program Attachment(s) and successful submission of a request for
reimbursement;
(b) unit rate. This payment method is based on the set unit rate stated in the
Program Attachment(s) and successful submission of all required forms; or
(c) fee-for-service. This payment method is based on the agreed fee stated in
the Program Attachment(s) and successful submission of all required forms.
Section 4.02 Billing Submission. Contractors shall bill the Department in
accordance with the Program Attachment(s) in the form and format prescribed by
DSHS. Unless otherwise specified in the Program Attachment(s), Contractor shall
submit requests for reimbursement or payment monthly within thirty (30) calendar
days following the end of the month covered by the bill.
Section 4.03 Final Billing Submission. Unless otherwise provided by the
Department, Contractor shall submit a reimbursement or payment request as a final
close-out bill not later than sixty (60) calendar days following the end of the term of
the Program Attachment for goods received and services rendered during the term.
If necessary to meet this deadline, Contractor may submit reimbursement or
payment requests by facsimile transmission. Reimbursement or payment requests
received in DSHS's offices more than sixty (60) calendar days following the end of
the applicable term will be denied. Consideration of requests for an exception will
be made on a case-by-case basis subject to the availability of funding.
Section 4.04 Working Capital Advance. If allowed under the Contract, a
single one-time working capital advance per term of the Program Attachment may
be granted at the Department's discretion. Contractor must submit documentation
to the Division Contract Management Unit assigned to the Program Attachment to
justify the need for a working capital advance. ,The working capital advance must
be liquidated as directed by the Department. The requirements for the
documentation justifying the need for an advance and the directions for liquidating
the advance are found in the Contractor's Financial Procedures Manual located at
http://www,dshs.state tx us/contracts.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided,
for contracts with categorical budgets, Contractor shall submit quarterly FSRs to
Accounts Payable by the thirtieth calendar day of the month following the end of
each quarter of the Program Attachment term for Department review and financial
assessment, The final FSR must be submitted not later than 60 days following the
General Provisions (Core Subrecipient 2008) 6112/2007 g
end of the applicable term.
ors, A third party payor is any person or entity
Section 4.06 Third Party Pay
' for all or art of the services provided,
who has the legal responsibility for paying,ns~anCe p arriers, Medicaid, or other
including commercial health or liability sources. Except as provided in the
federal, state, local, and pnvate funding
ctor shall screen all clients and shall not bill the Department foar
Contract, Contra a ors. Contractor shall. ( )
services eligible for reimbursement from third pc Plan and Medicaid if providing
enroll as a provider in Children s Health I~S pct that may be covered by those
approved services authonzed under the rovide assistance to
ro ams, and bill those plans for the covered services; (bo ess indicates possible
p ~ ams when the screening p
individuals to enroll in such progr
such ro ams; (c) allow clients that are otherwise eligibleorf~or
ehg~bihty for p ~ a deductible required by a third party pay ,
Department services, but cannot pay
to the amount of the deductible and to bill the Department for
receive services up ent for any services eligible for Hurd party
the deductible; (d) not bill the Departm
til all a peals to third party payors have been exhausted; (e)
reimbursement un P a or reflecting attempts
maintain appropriate documentation from the third p~ pSe ices provided under
to obtain reimbursement; (f) bill all thud party payo
re submitting any request for reimbursement to Department; and
this Contract befo
rovide third party billing functions at no cost to the client.
(g) P
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Prom t Payment. Upon receipt of a timely, undisputed invo~ed
Section S.O1 P ent will pay Contractor. Payments
pursuant to this Contract, Departm
are contingent upon a signed Contract and will not exceed the to 0
reimbursements a ent
authorized funds under this Contract. Contractor is entitle au ~ d by ~e
of
reimbursement only if the service, work, andlor product hale eContract. If those
erformed or provided pursuant to th
Department and p ent in accordance with the Texas
conditions are met, Department will make payor
law TEx. Gov'T. CODE, Chapter 2251). Contractor must comp~yo
prompt payment ( t a ent obligations
with TEx. Gov'T. CODE, Chapter 2251 regazding its promp p yin
s. Pa ment of invoices by the Department shall not consti anted
subcontractor y
ce tance or approval of Contractor's performance, and all m~ otces
ac p
Contractor's performance is subject to audit or review by the ep
withhold all or part of
Section 5.02 Withholding Payments. Dept for any ineligible expenditures
any payments to Contractor to offset reimburse ded to Deyartrnent, or if financial
or overpayments that Contractor has not re ~ not submitted by the date(s) due.
status report(s) required by the Department
a take re ayment from funds available under this Contract, active or
Department m y p ent obli atlons.
ex fired, in amounts necessary to fulfill Contractor's repaym S
P
edition Precedent to Requesting Payment. Contractor shall
Section 5.03 Co
se ro ram income, rebates, refunds, contract settlements, auditcludine an'
d~sbur p g
d interest earned on such funds before requesting cash payments in g
an
611212007 9
General Provisions (Core Subrecipient 2008)
advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees
for Personal Health Services section, Contractor shall accept reimbursement or
payment from DSHS as payment in full for services or goods provided to clients,
and Contractor agrees to not seek additional reimbursement or payment for services
or goods from clients.
ARTICLE VI ALLOWABLE COSTS AND AUDIT
REQUIREMENTS
Section 6.01 Independent Audit. If Contractor within Contractor's fiscal yeaz
expends a total amount of at least $500,000 in state funds awarded or at least
$500,000 in federal funds awadded, Contractor must have a single audit orprogram-
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 awazds. 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
httu:/lwww.aovemor.state.tx.us/divisions/state rg_antsl~uidelineslfiles/UGMS062004
.doc. Contractor shall procure audit services in compliance with state procurement
procedures, as well as with the provisions of UGMS. Contractor, unless Contractor
is a local government, shall not use the same accountant or accounting fum to
conduct the independent audit for more than five consecutive years.
Section 6.02 Allowable Costs. For services ,satisfactorily performed pursuant
to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor
must have incurred a cost within the applicable term to be eligible for
reimbursement under this Contract and prior to claiming reimbursement. DSHS
shall determine whether costs submitted by Contractor are allowable and
reimbursable. If DSHS has paid funds to Contractor for unallowable or ineligible
costs, Contractor shall return the funds to DSHS within thirty {30) calendaz days of
written notice. DSHS may withhold all or part of any payments to Contractor to
offset reimbursement for any ineligible expenditures that Contractor has not
refunded to DSHS, or if financial status report(s) required under the Financial
Status Reports Section are not submitted by the date(s) due. DSHS may take
repayment from funds available under any term of the Contract, active or expired,
in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost
principles, audit requirements, and administrative requirements include:
General Provisions (Core Subrecipient 2008) 6/12/2007 10
Applicable Entity Applicable Cost Principles
State, Local and OMB Circular A-87
Tribal
Governments
Educational OMB Circular A-21
Institutions
Non-Profit OMB Circular A-122
Organizations
For-profit
Organization other
than a hospital and
an organization
named in OMB
Circular A-122 as
not subject to that
~ circular.
Audit Requirements
OMB Circular A-133
and UGMS
OMB Circular A-133
and UGMS
OMB Circular A-133
and UGMS
48 C.F.R. Part 31,
Contract Cost Principles
Procedures, or uniform
cost accounting standards
that comply with cost
principles acceptable to the
federal or state awarding
Program audit
conducted by an
independent certified
public accountant in
accordance with
Governmental
Auditing Standards.
Administrative
• _L.
UGMS,OMB
Circular A-102,
and applicable
Federal awarding
agency common
rule
OMB Circular
A-110 and
applicable
Federal awarding
agency common
rule
UGMS; OMB
Circular A-110
and applicable
Federal awarding
agency common
rule
UGMS and
applicable
Federal awarding
agency comnnon
rule
lied with the modifications prescribed by UGMS with
OMB Circulars will be app oses the more stringent requu'ement in the
effect given to whichever provision imp
event of a conflict.
30 calendar days of receipt
Section 6.03 Submission of Audit.. Wien ' (shall submit one copy to the
Contractor
of the audit reports required by this secsun, ort Section, and one copy to the Texas
Department's Contract Oversight and ssion HHSC), Office of Inspector General
Health and Human Services Comml (
(OIG), at the following addresses:
Department of State Health Servi~s~l Code 1326
Contract Overfight and Support,
1100 West 49 St.
Austin Texas 78756-3199
Texas Health and Human Services Commission
Office of Inspector Generale 1326
CompliancelAuditMafil Cod
General Provisions (Core Subrecipient 2008)
611212007 11
P.O. Box 85200
Austin, Texas 78708-5200
ARTICLE VII CONFIDENTIALITY.
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the
privacy and confidentiality of information and records received during or related to
the performance of this Contract, including patient and client records that contain
protected health information (PHI), and any other information that discloses
confidential personal information or identifies any client served by DSHS, in
accordance with applicable federal and state law and Rules, including but not
limited to 7 CFR Part 246; 42 CFR Part 2, 4S 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 S6 and 1 S9 and all
applicable Rules.
Section 7.02 Use of PHI. If Contractor is subject to HIPAA privacy regulations
at 4S CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as
defined in 45 CFR § 164.501, only to carry out Contractor's duties under this
Contract in accordance with the regulations. When using or disclosing PHI or when
requesting PHI from another entity, Contractor must make reasonable efforts to
limit the PHI to the minimum necessary to accomplish the intended purpose of the
use, disclosure or request.
Section 7.03 Disclosure to Department. Contractor is required to disclose PHI
of patients or clients provided services funded through this Contract and other
confidential information to Department upon request, or as otherwise required in
other contract provisions or laws governing the release of client records or other
confidential information.
Section 7.04 Department Access to PHI. Contractor shall cooperate with
Department to allow Department to request, collect and receive PHI under this
Contract, without the consent of the individual to whom the PHI relates, for
funding, payment and administration of the grant program, and for purposes
permitted under applicable state and federal confidentiality and privacy laws,
including the Health Insurance Portability and Accountability Act (HIPAA) and the
Privacy Standards adopted to implement HIPAA at 4S C.F.R. pts.160 and 164, at §
164.512, and TEx. Occ. CODE ch. l S9, at §§ 159.003 and 159.004.
Section 7.05 .Exchange of Client-Identifying Information. Except as
prohibited by other law, Contractor and DSHS shall exchange PHI without the
consent of clients in accordance with 4S CFR § 164.504(e)(3)(i)(B), Health and
Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law
or rules. Contractor shall disclose information described in Health and Safety Code
§ 614,017(a)(2) relating to special needs offenders, to an agency described in
Health and Safety Code §b14.017(c) upon request of that agency, unless Contractor
documents that the information is not allowed to be disclosed under 4S CFR Part
General Provisions (Core Subrecipient 2008) 6/1212007 12
164 or other applicable law.
• Patient or Client Records. Contractor must maintain
Section 7.06 Security of
rds in compliance with state and federal law relat age t
patient and client reco
retention of medical or mental health and substan Co aiessof patient
security and
e arr<rnent may require Contractor to transfer onginalZ tion of the patient
records. D p ent, without the consent or authon
and client records to Departm
' n of this Contract or a Program, Attachment to t1iiT
or client, upon terniinatao atient o
' le or if the care and treatment of the individual P der this
Contract, as applicab roviding sernces funded un
Prior to p
client is transferred to another entity.
Tent Contractor shall attempt to obtain consent from the
Contract to a patient or cl ,
ansfer copies of patient or client records to anothn~ ~o ~s
patient or client to tr
DSHS u on termination of this Contract or a Program tAo another DSHS-
funded by P
ct as a plicable, or if care or treatment is transferee
Contra , p
funded contractor.
roviding direct
HIVIAIDS Model Workplace Guidelines. Ifarptment's policies
Sectoon 7.07 lement Dep
client care, services, or programs, Contractor shall imp
IDS ~urnan immunodeficiency viruslacquire e
based on the HIVIA
ome Model Workplace Guidelines for Businesses du ate
immunodeficiency syndr ) S
Contractors, policy No. 090.021, and Contractor sh ~1 e~D '
Agencies, and State, HIV and its related conditions, includ g
employees and clients concerning
EX. HEALTH & SAFETY CODE § 55.112-114. A link to t a~
in accordance with the T be found
lace Guidelines can
Model Workp
;l/www.dshs.state.tx.uslhivstdl olic l df1090021. df.
h
ARTICLE VIII RECORDS RETENTION.
' ,Contractor shall retain records in accordance with the
Section 8.01 Retention located at
State of Texas Records Retention ScheduRle~eS and other
Departments artrnent
htt :Ilwvwv.dshs.state.tx.uslrecordslschedules.shtm oDepoverning medical, mental .
a licable state and federal statutes and regulate g
pp a information. At a minimum Contractor shall retain andd
health, and substance abus
rds including financial records that are generated or col a ete~s
preserve all other reco enod of four (4) y
Contractor under the provisions of this Contract, forded through Medicaid, the
by
after the termination of the Contract. If se 4ce ears, shall apply Contractor shall
federal retention period, if more than four () Y
ainin to this Contract that are the subject of litigation~~r az
retain all records pert g uestions pertaining to the a
audit until the litigation has ended or ~ ctor ma extend beyond the retention
resolved. Legal requirements for Contra Y
' this section. Contractor shall retain medical records e
schedules established in 165.1 b and (c) or oth
ce with Tex Admen Code Title 22, Part 9, § ~ on, Contractor shall
accordan medical informati
applicable statutes and regulations governing ords retention is included in any
ensure that this provision concerning rec
Contractor ceases business operations, it shall ensure thae
subcontract it awards. If
Contract are securely stored and are accessible by the
records relating to the
e artrnent's request for at least four years from the at
Department upon D p
611212007 13
General Provisions (Core Subrecipient 2008)
Contractor ceases business or from the termination date of the Contract, whichever
is sooner. Contractor shall provide the name and address of the party responsible for
storage of records to the Division Contract Management Unit assigned to the
Program Attachment.
ARTICLE IX ACCESS AND INSPECTION.
Section 9.01 Access. In addition to any right of access arising by operation of
law, Contractor, and any of Contractor's affiliate or subsidiary organizations or
subcontractors shall permit the Department or any of its duly authorized
representatives, as well as duly authorized federal, state or local authorities,
including the Comptroller General of the United States, Office of the Inspector
General at HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access
to and the right to examine any site where business is conducted and all records
(including client and patient records, if any), books, papers or documents related to
the Contract. If deemed necessary by the Department or the OIG, for the purpose of
investigation or hearing, Contractor shall produce original documents related to the
Contract. Further, Contractor will ensure that information collected, assembled or
maintained by the Contractor relative to this Contract is available to the Department
for the Department to respond to requests that it receives under the Public
Information Act. The Department and HHSC will have the right to audit billings
both before and after payment. Payments will not foreclose the right of, Department
and HHSC to recover excessive or illegal payments. Contractor will ensure that this
provision concerning the right of access to, and examination of, information related
to the Contract is included in any subcontract it awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all
records, books, papers, documents, or recordings related to this Contract available
for inspection, audit, or reproduction during normal business hours to .any
authorized representative of the SAO. The Contractor understands that the
acceptance of funds under this Contract acts as acceptance of the authority of the
SAO, or any successor agency, to conduct an audit or investigation in connection
with those funds. The Contractor further agrees to cooperate fully with the SAO or
its successor in the conduct of the audit or investigation, including providing all
records requested, and providing access to any information the SAO considers
relevant to the investigation or audit. Contractor will ensure that this provision
concerning the authority to audit funds will apply to funds received indirectly by
subcontractors through the Contractor, and the requirement to cooperate, is included
in any subcontract it awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS
or HHSC upon examination of Contractor's records will be conveyed in writing to
Contractor. Contractor will submit, by the date prescribed by DSHS, a resolution to
the deficiency in a program review or management or financial audit to the
satisfaction of DSHS. A DSHS or HHSC determination of either an inadequate or
inappropriate resolution of the findings may result in contract remedies or sanctions
under the Breach of Contract and Remedies for Non-Compliance Article of these
General Provisions (Core Subrecipient 2008) 6/12/2007 14
General Provisions.
ARTICLE X NOTICE REQUI~~NTS.
Child Abuse Reporting Requirement. This section applies to
Section 10.01
and substance abuse contractors and contractors for the follow g
mental health Titles V, X and XX), P ~'Y
ublic health programs: HIVISTD; Family Planning (
p • Maternal and Child Health; and WIC Nutrition Services. Contractor
Health Care, ~~ child abuse reporting guidelines and
shall make a good faith effort to comply
. FAM. CODE ch. 261 relating to investigations of reports of
requirements ui TEX
d ne lect. Contractor shall develop, implement and enforce creenin n
child abuse an g the De artYnent s Child Abuse S g,
policy that includes at a minimum P
Re ortin Policy for Contractors/Providers and train all staff on
Documenting, and P g
re uirements. Contractor shall use the Checklist for busere orti n
reporting q
ed b the Department located at www dshs state tx uslchie rt available for
requu Y documentation on site and mak
Contractor shall retain reporting
inspection by DSHS.
i nificant Incidents. In addition to notifying the appropriate
Section 10.02 S g
tractor shall report to the Division Contract Management U
authorities, Con
to the Program Attachment significant incidents involving ded ctlients
assigned De artment fun
disruption of program operation or potentially affecting p
or participants within seventy-two (72) hours of discovery.
Liti ation. Contractor shall notify the Division at d toaor
Section 10.03 g
Mani ement Unit assigned to the Program Attachment °~~~ steoe r~7) calendar
g
affecting this Contract and to which Contractor i~p~cludes, but is not limited to
days of becoming aware of such a proceedc ~ or governmental body, including
an action, suit or proceeding before any
and civil rights matters, professional liability, and employee
environmental
ification shall include the names of the parties, nature of the litigation
litigation. Not
and remedy sought, including amount of damages, if any.
tion A ainst the Contractor. Contractor shall notify th f
Section 10.04 Ac g
ontract Management Unit assigned to the Program Attachme state
Division C
tractor has had a contract suspended or terminated for cause b~ oanshall include
Con
or federal department or agency or nonprofit entity. Succontact information of the
the reason for such action that includes the name and e date of the contract, and
or entity, th
local, state or federal department or agency
case reference number. If the Contractor, as an organization, c l
the contract or
eyed its license or has had its license suspended or revoked ba s lose this
surrend
or federal department or agency or non-profit entity, it shallfthe reason(s)
state
information to the Department by submitting a one page det o poif the local, state or
for such action that includes the name and contact inform ense action, and a license
federal department or agency, or entity, the date of the
or case reference number.
6112/2007 15
General Provisions (Core Subrecipient 2008)
Section 10.05 Insolvency. Contractor shall notify in writing the Division Contract
Management Unit assigned to the Program Attachment of Contractor's insolvency,
incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS)
or Texas Workforce Commission (TWC) within three (3) working days of the date
of determination that Contractor is insolvent, incapacitated, or the date Contractor
discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in
writing the Division Contract Management Unit assigned to the Program
Attachment of its plan to seek bankruptcy protection within three (3) working days
of such action by the Contractor's board of directors.
Section 10.06 Misuse of Funds. Contractor shall report to the Division Contract
Management Unit assigned to the Program Attachment and to the State Auditor's
Office (SAO), any knowledge of debarment, suspected fraud, program abuse,
possible illegal expenditures, unlawful activity, or violation of financial laws, rules,
policies and procedures related to performance under this Contract. Contractor
shall make such report no later than three (3) working days from the date that the
Contractor has knowledge or reason to believe such activity has taken place.
Contractor shall make the report to the SAO at (800} TX-AUDIT, or by Internet at
http:/lwww.sao.state.tx.us.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor shall notify
in writing the Division Contract Management Unit assigned to the Program
Attachment if it has reason to believe Contractor, or a person with ownership or
controlling interest in the organization or who is an agent or managing employee of
the organization, an employee or volunteer of Contractor, or a subcontractor has
engaged in any activity that would constitute a criminal offense equal to or greater
than a Class A misdemeanor or if such activity would reasonably constitute grounds
for disciplinary action by a state~or federal regulatory authority, or has been placed
on community supervision, received deferred adjudication, or been convicted of a
criminal offense relating to involvement in any financial matter, federal or state
program or felony sex crime. Contractor shall make the reports required by this
section no later than three (3) working days from the date that the Contractor has
knowledge or reason to believe such activity has taken place.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any
person who reports a violation of, or cooperates with an investigation regazding,
any applicable law, rule, or standard to the SAO, the Department, another state
agency, or any federal, state or local law enforcement official.
Section 10.09 Documentation.. Contractor shall maintain appropriate
documentation of all notices.
ARTICLE XI ASSURANCES AND CERTIFICATIONS.
Section 11.01 Certification. Contractor certifies by execution of this Contract to
the following:
General Provisions (Core Subrecipient ?008) 6112/2007 16
' is not ineligible for participation in federal or state assistance
a) it
programs;
' er it nor its principals, are presently debarred, suspendde d
b) neith exclu
osed for debarment, declared ineligible, or voluntarily artment
prop y federal or state dep
from participation in this transaction b any
or agency;
it has not knowingly failed to pay a single substantial debt or a
c)
number of outstanding debts to a federal or state agency;
' not sub'ect to an outstanding judgment in a suit against
d) it is J
Contractor for collection of the balance of a debt; cies that have
e it is in good standing vv~th all state andlor feder organd
) relationship v~nth Contras ,
a contracting or regulatory
interest in
that no person who has an ownership or controll Contractor has
~ to ee of
Contractor or who is an agent or manag ~ fated to involvement in any
been convicted of a cnminal offe Ntedicaid, or a federal block grant.
program established under Medicaz ,
is unable to certify to any of the statements in this Article,
Where Contractor
submit an explanation to the Division Contract Managementitems
Contractor shall
e Pro m Attachment. If Contractor's status v~nth respect to ~ ~ the
assigned to th gm
Bove changes during the Contract, Contractor shall immedian~ly
certified a
ivision Contract Management Unit assigned to the Program Attachme
D
hill Su ort Delinquencies. As required by TEX.FAM.CODdEa s
Section 11.02 C PP 30 calendar y
1.006 a child support obligor who is more than }' ~ch}the obligor is a
23 ,
delinquent in paying child support and a busin~~ an o ership interest of at least
sole proprietor, partner, shareholder, or owner ents from state funds
twenty-five percent (2S%) is not eligible to revs rvi es orreceive astate-funded
materials, or
under a contract to provide property,
f a licabhe, Contractor agrees to maintain its eligibility to reee~he
grant or loan. I Pp
ents under this Contract, certifies that it is not inehgibl Contract may be
paym
a ents specified in this Contract, and acknowledge tion is inaccurate.
P ~ be withheld if this certifica
terminated and payment may
thorization. Contractor certifies that it possesses legal authorito~
Section 11.03 Au
act for the services set forth in this Contract and that a resolutionC, actor's
to contr
' ' ar action has been duly adopted or passed as an official act of erethis Contract
simll the binding of the orgaiuzatlon and
governing body, authorizing
tandin s and assurances contained in this Contract, and
including all enders g
' and authorizing the person identified as the authorized representative o
directing
to act in connection with the Contract and to provide such additiona
the Contractor
information as may be required.
Gifts and Benefits Prohibited. Contractor certifies that it h omic
Section 11.04 time hereafter, any econ
given, offered to give, nor intends to give at any atuit s ecial discount,
0 ortunity, present or future employment, gift, loan, gr y, P
PP
b11212007 17
General Provisions (Core Subrecipient 2008)
trip, favor, service or anything of monetary value to a DSHS or HHSC official or
employee in connection with this Contract.
Section 11.OS Ineligibility to Receive the Contract. Pursuant to TEx. Gov'T.
CODE Section § 2155.004 and federal law, Contractor is ineligible to receive this
Contract if the Contract includes financial participation by a person who received
compensation from DSHS to participate in developing, drafting or preparing the
specifications, requirements, statement(s) of work or Solicitation Document on
which this Contract is based. Contractor certifies that neither Contractor, nor its
employees, nor anyone acting for the Contractor has received compensation from
DSHS for participation in the development, drafting or preparation of
specifications, requirements or statement(s) of work for this Contract or in the
Solicitation Document on which this Contract is based. Contractor further certifies
that the individual or business entity named in this Contract is not ineligible to
receive the specified Contract. Contractor acknowledges that this Contract maybe
terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 1S U.S.C.A. Sec, 1, et seq, and TEx. Bvs. &
CONtIVt. CODE Section § 15.01, et seq. Contractor certifies that neither Contractor,
nor anyone acting for the Contractor has violated the antitrust laws of this state or
federal antitrust laws, nor communicated directly or indirectly regarding the bid
with any competitor or any other person engaged in such line of business for the
purpose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it
shall initiate and complete the work under the Contract within the applicable time
frame prescribed in the Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF
CONTRACTOR
Section 12.01 Board Training. If they have not already done so within the
preceding two (2) years, a majority of the board of directors of Contractor shall
review the Department's boazd training in the format provided by the Department
and shall verify in writing to the DSHS Contract Oversight and Support Section that
the review took place. Written verification shall be submitted no later than the end
of the first ~ quarter of the Contract and shall be in the form required by the
Department. This review shall be completed at least every two (2) years of
consecutive funding from the Department, except that each member of the
governing board of a Contractor that provides mental health services shall complete
the board training review initially and then annually. The training may be viewed
through the Contractor Board Training link on the DSHS website at
http:/lwww.dshs.state.tx.us/contractor shtm.
Section 12.02 Duty of Compliance. Contractor and its governing board, shall bear
full responsibility for the integrity of the fiscal and programmatic management of
the organization. This provision applies to all organizations, including Section
General Provisions (Core Subrecipient 2008) 6/12/2007 18
defined in the Internal Revenue Service Code as not-four,
SO1(c)(3) organ1zanons as
The res onsibility of Contractor's governing board sent
profit organizations. P
bili for all funds and materials received from D e real and
include: accounts tY licies, procedures, and applicable
compliance with Department Rules, po ro am deficiencies
s and regulations; and correction of fiscal and P rocesses. Further,
state law ent s monitoring p
identified through self-evaluation and Departm owers, duties, and
tor's oveming board shall ensure separation of c udin the executive
Contrac g
ctions of board members and staff. Staff memb o tractor's governing board.
fun
director, shall not serve as voting members of uuements contained or referenced
Ignorance of any Contract provisions or otherOr basis for waiving or appealing such
in this Contract shall not constitute a defens
provisions or requirements.
went and Control Systems. Contractor shall maintainaannd
Section 12.03 Manage condition ,
riate contract administration system to insure that alb ~a sm' ~~n fuiancial
approp lemen ,
specifications are met. Contractor shall d et lorpexe ed the requirements of UGMS
management and control systems~t laa m~ Department's Contractor's Financial
and adhere to procedures de De artment's web site:
Procedures Manual available at the p
.tx.uslcontracts. Those requirements shall include at a
htt ;Ilwww.dshs.state
minimum: tannin ~ including the development of budgets that
s) financial p g to carry out
adequately reflect all functions and resour nation of cos s;
uate determi
authorized activities and the adeq .udin accurate, correct, and
b) financial management systems mcl deg ounce and application of
complete accounting records that identify
under each Program Attachment of this Contract, ana
funds provided
u rt the information contained in required financial reports, an
that s ppo
cost source documentation; and controls; determination of
c) effective internal and buddge ~ cability of costs; timely and
reasonableness, allowableness, an
findings; billing and collection
appropriate audits and resolution 1 f billing and making reasonable
policies; and a mechanism capa>~rd arties.
efforts to collect from clients and p
Insurance and Bonding. Contractor shall maintain insurance or
Section 12.04
r means of replacing assets purchased with Department fun s.
othe
a fidelity bond or
Section 12.OS Fidelity Bond. Contractor is required~tod d er this Contract up
insurance coverage equal to the amount of fund tractor handling funds under this
ee of Co
to $100,000 that covers each employ
authorizing payment of such funds. The fidelity bond
Contract, including person(s)
vide for indemnification of losses occasioned by: (1) aeS
or insurance shall pro of Contractor s employe ,
fraudulent or dishonest act or acts committed b o 2 failure of Contractor or any
either individually or in concert with others, and/ ()r to account properly for all
of its employees to perform faithfully hislher duties o
6112J2007 19
General Provisions (Core Subrecipient 2008)
monies and property received byvirtue ofhis/her position or employment.
Section 12.06 Liability Coverage. Contractor shall also maintain liability
insurance coverage, referred to in TEx. Gov'T. CODE § 2261.102, as "director and
officer liability coverage," where Contractor is a legal entity that is required to have
directors andlor officers. This provision applies to entities that are organized as
non-profit corporations under the Texas Non-Profit Corporation Act; for-profit
corporations organized under the Texas Business Corporations Act; and any other
legal entity that is required under Texas law to have directors and/or officers.
Contractor shall maintain liability insurance coverage in an amount not less than the
total value of this Contract and that is sufficient to protect the interests of
Department in the event an actionable act or omission by a director or officer of
Contractor damages Department's interests.
Section 12.07 Overtime Compensation. Except as provided in this section,
Contractor shall not use any of the funds provided by this Contract to pay the
premium portion of overtime. Contractor shall be responsible for any obligations of
premium overtime pay due employees. Premium overtime pay is defined as any
compensation paid to an individual in addition to the employee's normal rate of pay
for hours worked in excess of normal working hours. Funds provided under this
Contract may be used to pay the premium portion of overtime only under the
following conditions: 1) with the prior approval of DSHS; 2) temporarily, in the
case of an emergency or an occasional operational bottleneck; 3) when employees
are performing indirect functions, such as administration, maintenance, or
accounting; 4) in performance of tests, laboratory procedures, or similar operations
that are continuous in nature and cannot reasonably be interrupted or otherwise
completed; or 5) when lower overall cost to DSHS will result.
Section 12.08 Program Site. All Contractors shall ensure that the location where
services aze provided is in compliance with all applicable local, state and federal
zoning, building, health, fire, and safety standards..,,
Section 12.09 Cost Allocation Plan. Contractor shall submit a Cost Allocation
Plan in the format provided in the Department's Contractor's Financial Procedures
Manual to the Department's Contract Oversight and Support Section at Mail Code
1326,1100 W. 49a'. St. Austin, Texas 78756, except under the circumstance where
a Contractor has a current Cost Allocation Plan on file with the Department.
Contractor shall implement and follow the applicable Cost Allocation Plan. If
Contractor's plan is the same as in the previous year, by signing this Contract,
Contractor certifies that its current Cost Allocation Plan for the current yeaz is the
same as that submitted to DSHS for the previous year. In the event that the Cost
Allocation Plan changes during the Contract term, Contractor must submit a new
Cost Allocation Plan to the Contract Oversight and Support Section within 30
calendar days after the effective date of the change. Cost Allocation Plan must
comply with the guidelines provided in the Department's Contractor's Financial
Procedures Manual located at http;/lwww.dshs.state tx us/contracts.
General Provisions (Core Subrecipient 2008) 6/12/2007 20
for Unit Rate and Fee For Service Cots tstto
Section 12.14 Reporting
shall submit reports concerning unit rate and fee-for-service con
Contractor ~~ the requirements stated in the Department's
the Department in accordance Procedures Manual located at
Contractor's Financial
tiff :llwww.dshs.state.tx.uslcontlacts.
Bs If Contractor was
.11 Historically Underutilized Businesses (HU o traces is permitted
Section 12 lan and if subc g
not required to submit a HUB subcontracting p ed to make a good faith
under this Program Attachment, Contractor is Set forth in TEx. Gov'T CODE ch.
v~nth HUBs as
effort to consider subcontracting 111.12. Contractors may obtain a list of HUBS at
2161 and 1 TEX ADM. CODE § lan, the
tate.tx.us. If Contractor has filed a HUB subcontracting0 make a
h ;Jlwww.tb c.s
' inco orated by reference in this Contract. If Contr from the Department's
plan is rP nor a royal
change in the plan, Contractor must obta fore ro osed changes will be effective
HUB Coordinator of the revised plan boe make a good faith effort to subcontract
under the Contract. Contractor agrees
erformance of this Contract and will areport HU h
with HUBS during the p the 15 day of
tract activity to the Department's HUB Coordinator by
subcon such activity, in accordance
month for the prior month's activity, if there was any
~~ 1 ~X, ADM CODE § l 11.16(c). rials
urchase products and mate
Section 12.12 Buy Texas. Contractor sh enapls ~ available at a price and time
produced in Texas when the products and ma
d materials produced outside of Texas as required by
comparable to prod ~i~s 4~1.
TEX. GOV' T CODE §
ntracts with Subrecipient Subcontractors. ConOr otherwise
Section 12.13 Co
contracts with subrecipient subcontractors unless restn nto an agreement
enter into Pnor to entering
am Attachment(so). Attachment amount,
prohibited in a specific Progr
five ercent (25 /o) of a Program
equaling $25,000 or twenty- p written a royal from DSHS.
whichever is greater, Contractor shall obtain PP
ixontractors shall be in writing and include the following:
Contracts month su
a) Name and address of all parties;
A detailed description of the services to be provided;
b)
ble method and rate of payment and total amount of contract;
c) Measura
d Clearly defined and executable termination clause;
) licable
and ending dates that coincide with the dates of ~endin dates
e) Begiruung
am Attachment(s) or cover a term within the beguuung an g
Progr
of the applicable Program Attachment(s);
work is erformed,
ccess to inspect the work and the premises on which anl in these General
fl A
in accordance with the Access and Inspection Arts
Provisions; and
611212007 21
General Provisions (Core Subrecipient 2008)
g) A copy of these General Provisions and a copy of the Statement of Work and
any Special Provisions in the Program Attachment(s) applicable to the
subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor.
Contractor shall monitor both financial and programmatic performance and
maintain pertinent records that shall be available for inspection by DSHS.
Contractor shall ensure that subcontractors are fully aware of the requirements
placed upon them by state/federal statutes and regulations and under this Contract.
Contractor shall not contract with a subcontractor, at any tier, that is debarred or
suspended or excluded from or ineligible for participation in federal assistance
programs.
Section 12.14 Status of Subcontractors. Contractor shall require that all
subcontractors certify that they are in good standing with all state and federal
funding and regulatory agencies; are not currently debarred, suspended, or
otherwise excluded from participation in federal grant programs; are not delinquent
on any repayment agreements; have not had a required license or certification
revoked; and have not had a contract terminated by the Department. Contractors
shall further require that subcontractors certify that they have not voluntarily
surrendered within the past three (3) years any license issued by the Department.
Section 12.15 Incorporation of Terms. Contractor shall ensure that all written
agreements with subrecipient subcontractors incorporate the terms of this Contract,
and provide that the subcontractor is subject to audit by DSHS, HHSC and the
SAO.
Section 12.16 Independent Contractor. Contractor is an independent contractor.
Contractor shall direct and be responsible for the performance of its employees,
subcontractors, joint venture participants or agents. Contractor is not an agent or
employee of the Department or the State of Texas for any purpose whatsoever. For
purposes of this Contract, Contractor acknowledges that its employees,
subcontractors, joint venture participants or agents will not be eligible for
unemployment compensation from the Department or the State of Texas.
Section 12.17 Authority to Bind. The person or persons signing and executing
this Contract on behalf of Contractor, or representing themselves as signing and
executing this Contract on behalf of Contractor, warrant and guarantee that they
have been duly authorized by Contractor to execute this Contract for Contractor and
to validly and legally bind Contractor to all of its terms.
Section 12.18 Tax Liability. Contractor shall comply with all state and federal tax
laws and is solely responsible for filing all required state and federal tax forms and
making all tax payments. In the event that the Department discovers that
Contractor has failed to remain current on a delinquent liability to the IRS, the
Contract will be subject to remedies and sanctions under this Contract, including
immediate termination at the Department's discretion. In the event of Contract
General Provisions (Core Subrecipient 2008) 6112/2007 22
' section, the Department will not enter into a Contract with
termination under this
Contractor for three (3) years from the date of termination.
' of 0 anizahonal Change. Contractor shall submit
Section 12.19 Notice ~
e Division Contract Management Unit assigned to the Pra~'
written notice to th change to the following: Contr
Attachment within ten business days of anonnel officer, director or partner;
contact information; key Pe
name; or authority to do business in Texas. A
organizational structure; legal standing;
's name requires an amendment to the Contract in accordance
change m Contractor
~~ the Amendments section of these General Provisions.
i Management. Contractor shall comply with quality
Section 12.20 Qual ty
management requirements as directed by the Department.
merit means
E ui merit and Controlled Assets Purchases. Egmpl lifetime of
Section 12.21 9 P ible ersonal property having a usefu
an article of nonexpendable, tang P
ear and an acquisition cost of $5,000 or more. Contraetsro ~e
more than one y
' merit and controlled assets, which include firearms reg 500 or more:
inventory egiuP ~ assets with an acquisition cost of $
acquisition cost, and the followingnon- ortable printers and copiers, emergency
desktop and laptop computers, P
t communication devices and systems, medical and
management equipmen ,
e ui merit, and media equipment. Contractors on a costores on~inmthis
laboratory q P 1 ~~ the requirements of the pr
payment method shall comp y
' e ui merit. If purchase of equipment is approved in wrim nt in
Article concerning q P urchase of that equip
the Department, Contractor is required to initiateBent term, as applicable: Failure
am Attac
the first quarter of the Contract or Progr
e of a ui merit may result in loss of availability of funds ent
to initiate the purchas q P roved equipm
urchase of equipment. Requests to purchase previouslbynaP~ d to the Division
the P am Attachment must be su
after the first quarter of the Progr
Contract Management Unit assigned to the Program Attachment.
u lies, Supplies are defined as consumable items nec Sss ~ s,
g
Section 12.22 5 pP
ut the services under this Contract including medical o~are, and any
carry ° lies, atient educational supplies,
janitorial supplies, office supp P ui merit above.
'terns of tangible personal property other than those defined as eq p
es to E uipment List. All items of equipment purchaseas
Section 12.23 Chang 9
this Contract shall be itemized in Contractor s equipment to the
with funds under changes
11 a roved by the Department in the executed Contract, roved in writing by
fina y pp
a roved equipment list in the executed Contract shall hallpubrnit to the Division
PP
Department prior to purchase of equipment: ContPacotor sam Attachment, a written
Contract Management Unit assigned to ,the tions and need justification prior to
description including complete product specificat If a roved, Department will
purchasing any item of unapproved equipmen Pp written
'ts a royal by means of a written amendment or by
acknowledge i pP ro nate.
acceptance of Contractor's Contract Revision Request, as app p
6112/2007 23
General Provisions (Core Subrecipient 2008)
Section 12.24 Property Inventory and Protection of Assets. Contractor shall
maintain a nonexpendable personal property (equipment and controlled assets)
inventory and submit an annual cumulative report to the Department's Contract
Oversight and Support Section Mail Code 1326, 1100 W. 49 St., Austin, Texas
78756, no later than October 15 of each year. The form for this report (Form GC-
l 1) is located on the DSHS website at
http:/lwww.dshs.state.tx.us/contractslforms.shtm. Contractor shall administer a
program of maintenance, repair, and protection of assets under this Contract so as to
assure their full availability and usefulness. In the event Contractor is indemnified,
reimbursed, or otherwise compensated for any loss of, destruction of, or damage to
the assets provided under this Contract, it shall use the proceeds to repair or replace
said assets.
Section 12.25 Bankruptcy. In the event of bankruptcy, Contractor shall sever
Department property, equipment, and supplies in possession of Contractor from the
bankruptcy, and title shall revert to Department.
Section 12.2b Title to Property. At the conclusion of the contractual relationship
between the Department and the Contractor, for any reason, title to any remaining
equipment and supplies purchased from funds under this Contract reverts to
Department. Title may be transferred to any other party designated:by Department.
The Department may, at its option and to the extent allowed by law, transfer the
reversionary interest to such property to Contractor.
Section 12.27 Property Acquisitions. Department funds may not be used to
purchase buildings or real property. Any costs related to the initial acquisition of
the buildings or real property is not allowable.
Section 12.28 Disposition of Property. Contractor shall follow the procedures in
the American Hospital Association's (AHA's) "Estimated Usefiil Lives of
Depreciable Hospital Assets" in disposing, at any time during or after the Contract
term, of equipment or controlled assets purchased with the Department funds,
except when federal or state statutory requirements supersedes, or when the
equipment requires licensure or registration by the state, or when .the acquisition
price of the equipment or controlled asset is equal to or greater than $10,000. All
other equipment and controlled assets not listed in the AHA reference (other than
equipment that requires licensure or registration or that has an acquisition cost equal
to or greater. than $10,000) shall be controlled by the requirements of UGM. If,
prior to the end of the useful life, any item of equipment is no longer needed to
perform services under this Contract, or becomes inoperable, or if the equipment
requires licensure or registration or had an acquisition price equal to or greater than
$10,000, Contractor shall request disposition approval and instructions in writing
from the Department's Contract Oversight and Support Section, Mail Code 1326,
1100 W. 49 St., Austin, Texas 78756. After an item reaches the end of its useful
life, Contractor must ensure that disposition of any equipment is in accordance with
Generally Accepted Accounting Principles, and any applicable federal guidance.
General Provisions (Core Subrecipient 2008) 6/1212007 24
Closeout of Equipment. At the end of the term of a oseout~
Section 12.29
that has no additional renewals or that will not be renewed (Ced to the
Attachment
ontractor shall submit to the Divisions Contract Management~U D assartment funds
~ roe urchased wl p
Program Attachment, an inventory of p F ~' p All property purchased with
and request disposition instructions for such antra or at the time of Closeout and
Department funds shall be secured by the cared b the Department's disposition
shall be returned to the Department as re ent at the Contractor's expense.
instructions or at the request of the Departm
Assets as Collateral Prohibited. Contractors on a ~t11
Section 12.30 ro ert urchased
reimbursement payment method shall not encumber a De artment.
De artment funds without prior written approval from th p
P
ARTICLE XIII GENERAL TERMS.
or sell its interest,
ection 13.01 Assignment. Contractor will not transfer, assi ased with funds from
S e ui ment arch
in whole or in part, in this Contract, or in ane t of the Department.
this Contract, without the pnor wntten cons
bb in . Contractor shall comply .with GOV. CODE §556.005x,
those funds top y
Section 13.02 Lo y g
which rohibits contractors who receive state funds from us' d under this Contract
P
lobbying expenses. Further, Contractor shall not use mince an officer or employee
to pay any person for influencing or attempting to infl s an officer or employee of
of any agency, federal or state, a member o of C ~ ess in connection with the
Congress, or an employee of a member ~'
' of an contract or the extension, continuation, renewal, one MS enif at
awarding Y 1352, as amended, and UG )
modification of any contract (31 U.S.C. of federal funds, Contractor shall file with
any time this Contract exceeds $100,000
' Contract Management Unit assigned to the Program Attachmeosure
the Division re istrant under the Lobbying Dis
declaration containing the name of any g
o has made lobbying contacts on behalf of Contractor in connects n
Act of 1995 wh rovided b De artm
with the Contract, a certification that none of the funds pclosure of the names of
ent to lobbyists, and dis
have been or will be used for paym
all re istered lobbyists with whom Contractor has an ae~time of
any and g
Contractor shall file the declaration, certification, and disci ct less Contractor
a lication for the Contract; upon execution of the Contra
PP
d a declaration, certification, or disclosure form in connection vent
previously file carter in which there occurs any e
the award; and at the end of each Galen eaznformation contained in any declaration,
that materially affects the accuracy of th erson who
ertification, or disclosure previously filed. Contractor shall requir C rt fpation, and
c
re nests or receives a subcontract to file the same dnitazassioned to the Program
q
disclosure with the Division Contract Managementa licable with the lobbying
Attachment. Contractor shall also comply, as122 Attachment B paragraph 25;
restrictions and requirements in OMB Circulars A7 and A-21 paragraphs 17 and 24.
A-87 Attachment B section 27, A-110 section_ 2ontracts.
Contractor shall include this provision in any subs
6112!2007 . 25
General Provisions (Core Subrecipient 2008)
Section 13.03 Conflict of Interest. Contractor represents to the Department that it
does not have nor shall it knowingly acquire any financial or other interest that
would conflict in any manner with the performance of its obligations under this
Contract. Potential conflicts of interest include, but are not limited to, an existing or
potential business or personal relationship between Contractor, its principal (or a
member of the principal's immediate family), or any affiliate or subcontractor and
Department or HHSC, their commissioners, officers or employees, or any other
entity or person involved in any way in any project that is the subject of this
Contract. Contractor shall establish safeguards to prohibit employees from using
their positions for a purpose that constitutes or presents the appearance of personal
or organizational conflict of interest or personal gain.
Section 13.04 Transactions Between Related Parties. Contractor shall identify
and report to DSHS any transactions between Contractor and a related party that is
part of the work that the Department is purchasing under this Contract before
entering into the transaction or immediately upon discovery. Contractor shall
submit to the Division Contract Management Unit assigned to the Program
Attachment the name, address and telephone number of the related party, how the
party is related to the Contractor and the work the related party will perform under
the Contract. A related party is a person or entity related to the Contractor by blood
or marriage, common ownership or any association that permits either to
significantly influence or direct the actions or policies of the other. The Contractor,
for purposes of reporting transactions between related parties, includes the entity
contracting with the Department under this Contract as well as the chief executive
officer, chief financial officer and. program director of the Contractor. Contractor
shall comply with TEx. Gov'T CODE ch. 573. Contractor shall maintain records and
supply any additional information requested by the Department, regarding a
transaction between related parties, needed to enable the Department to determine
the appropriateness of the transaction pursuant to applicable state or federal law,
regulations or circulars, which may include 45 C.F.R. part 74, OMB Circ. No. A-
110 (Rev, l 1119/93, as further amended 09130/99), 2 CFR §215.42, and UGMS.
Section 13.05 Intellectual Property. Texas Health and Safety Code § 12.020
authorizes DSHS to .protect intellectual property developed as a result of this
Contract.
(a) "Intellectual property" means created property that may be protected under
copyright, patent, or trademarklservice mark law.
(b) For purposes of this Contract intellectual property prepared for DSHS use, or a
work specially ordered or commissioned through a contract for DSHS use is
"work made for hire." DSHS owns works made for hire unless it agrees
otherwise by contract. To the extent that title and interest to any such work may
not, by operation of law, vest in DSHS, or such work may not be considered a
work made for hire, Contractor irrevocably assigns the rights, title and interest
therein to DSHS. DSHS shall have the right to obtain and hold in its name any
and all patents, copyright, registrations or other such protections as may be
appropriate to the subject matter, and any extensions and renewals thereof.
General Provisions (Core Subrecipient 2008) 6/12/2007 26
well as any person
ontractor must give DSHS and the State of T ls~Ce equired to perfect the
C all ass
designated by DSHS and the State of Texas, a able to
d herein without charge or expense beyond those am ~ c P Y
rights define rovided or services rendered under this Co
Contractor for goods p this Contract that
funds aze used to finance activities supported by awardin agency
(c) If federal ro ert the federal g
result in the production of intellectual p p Y~
nonexclusive, and irrevocable license to reproduent
reserves aroyalty-free,
rwise use, and to authorize others to use, for feder a go~a ~s
publish, or othe intellectual property develop
ses (1) the copyright in any t to which a
pmP° an subcontract and (2) any rights of copyrigh 1 lace an
Contract, including Y ~~ contract funds. Contractor steal p
Contractor purchases ownership t su ort and a disclaimer, as
acknowledgment of federal awarding agencyubgran ed pwpith such support and, if
appropriate, on any publication wntten or p
blication reporting the results of or describing t ~ its
feasible, on any pu ~ acknowledgment shall be to the effect tha
supported activity. from (federal awarding
ossible by grant number - from
publication was made p orted by grant number
a enc " or "The project described was supp
"and "Its contents are solely the responsibility of the
federal awardin a en ecessarily represent the official views of the fe( d_
authors and do not n
awardin a enc t to Contractor, DSHS
vent the terms of a federal grant award the copyrigh
(d) In the e
-free nonexclusive, worldwide and irrevocable foreDSHS,
reserves a royalty
duce ublish or otherwise use, and to authorize othOS so 1) the copyright,
repro , p (
ublic health, and state governmental noncommerc~ pub ration, discovery, or
p service rnark, andlor patent on
trademark,
rocess, machine, manufacture, or composition o matter;
improvement to any p trade secrets; and computer
technolo y; scientific ~o~aantnsub ant, or contract under a grant
products; g
software, in any work developed under a gr , ~'
an ri is of copyright, service or trade marks or Pa ontract
or subgrant; and (2) Y ~
ub antee or a Contractor purchases ownership with
which a grantee, s gT
funds. t law, the
f the contract performance are subject to copyrigh royal of
(e) If the results o
r cannot publish those results without prior revi ow ~ to ~e Division
Contracto
DSHS. Contractor shall submit requests for review Attachment.
Contract Management Unit assigned to the Program
ible Property At the conclusion of the contractual
Section 13.06 Other Intang for any reason, Departmen
relationship between Department and the Contractor, table intangible
sole ownership rights and interest in all non-copyriP,hr as a s ecific
shall have the roduced or obtained by Contract p
property that was developed, p ant that funds this Contract, such as
requirement under the Contract or undctorn shall cooperate with Department and
domain names, URLs, etc. Contra
s to transfer ownership of ~ such property to the
perform all actions neces ary artinent s ownership nghts and
De artment or its designee, or otherwise affirm Dep a the termination or expiration
p ro ert This provision shall sure
interest in such p p Y•
of the Contract.
611212007 27
General Provisions (Core Subrecipient 2008)
Section 13.07 Severability and Ambiguity. If any provision of this Contract is
construed to be illegal or invalid, the illegal or invalid provision will be deemed
stricken and deleted to the same extent and effect as if never incorporated, but all
other provisions will continue. Parties represent and agree that the language
contained in this Contract is to be construed as jointly drafted, proposed and
accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the
provisions of this Contract shall be deemed to have been received by a Party on the
third business day after the date on which it was mailed to the Party at the address
first given above (or at such other address as the Party shall specify to the other
Party in writing) or, if sent by certified mail, on the date of receipt.
Section 13.09 Successors. The Contract shall be binding upon the Parties and their
successors and assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in the Contract
are for convenience of reference only and shall not be construed in any way to
define, limit or describe the scope or intent of any provisions.
Section 13.11 Parties. The Parties represent to each other that they are entities :
fully familiar with transactions of the kind reflected by this document, and are
capable of understanding the terminology and meaning of its terms and conditions .
and of obtaining independent legal advice pertaining to this Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract
or a Program Attachment for any reason shall not release either party from any .
liabilities or obligations set forth in this Contract that (a) the parties have expressly
agreed shall survive any such termination or expiration, or (b) remain to be
performed or (c) by their nature would be intended to be applicable following any
such termination or expiration.
Section 13.13 Direct Operation. The Department may temporarily assume
operations of a Contractor's program or programs funded under this Contract when
the continued operation of the program by Contractor puts at risk the health and
safety of clients and/or participants served by the Contractor, and there are no
reasonable alternatives available.
Section 13.14 Customer Service Information. If requested, Contractor shall
supply such information as required by the Department to comply with the
provisions of TEx. Gov'T CODE ch. 2114 regarding Customer Service surveys.
Section 13.15 Amendment. Parties agree that the Department may unilaterally
reduce funds pursuant to the terms of this Contract_without the written agreement of
Contractor. All other amendments to this Contract must be in writing and agreed to
by both Parties, except as otherwise specified in the Contractor's Notification of
Change to Certain Contract Provisions section or the Contractor's Request for
Revision to Certain Contract Provisions section of these General Provisions.
General Provisions (Core Subrecipient 2008) 6/1212007 28
for certain budget revisions or other amendments must ,on
Contractor s request ustification for the request, to the Divisi
submitted in writing, including a j
Unit assigned to the Program Attachment; and if a budgeT
Contract Management the last quarter of the Contract o
revision or amendment is requested d~'i Contractor's written justification must
Progi'am A~chment term, as applicable,
n for the delay in making the. request. Revision or ame o~ded
include a reaso
nests may be granted at the discretion of DSHS. Except SHS hallsnot pay for
req~s Article, Contractor shall not perform or produce, and D
in
ce or roduction~ of, different or additional goods, serviceXecuted ~n
the performan P
exce t pursuant to an amendment of this Contract thus ~ venant, or
products P not waive any t
compliance with this Section; and DSHS dment or otherwise in compliance with
condition of this Contract unless by ame
this Section.
' Notification of Change to Certain Contract
Section 13.16 Contractor s
• • e following changes may be made to the Contract without a wntten
Provrsions. Th royal:.
amendment or the Department's d conta p information.
1) Contractor's contact person an lication.
2 Contact information for key personnel, as stated in e ~ P U% among direct cost
3) Cumulative budget line item transferst thoat a of cost reimbursement contract
categories other than the equipment ca g ry,
ents of less than 100 000 provided that the total budget
rrogram Attachm
amount is unchanged. a that in no way alter
4 Minor corrections or clarifications to the Contractancanguaasg~es.
the Contract scope of work, objectives or pe ud et concerning non-DSHS funding
5) A change in the Contractor s share of th ebardless of the amount of the change,
other than program income and match, r g
• an in the budget, Contractor is not supplanting DSHS funds.
provided that m ch g g
in writing the Division Contract
Contractor within ten days shall noti Attachment of any change enumerated
Management Unit assigned to the Program
this section. The notification may be by letter, fax or email.
in
ontractor's Request for Revision of Certain Coat ~aca
Sectton 13.17 C
• • e following changes to the Contract may be made thro g
Provisions. Th
ontractor's Revision Request, rather than through the amend a eories other than the
C direct cost ca g
1) Cumulative budget line item transfer of cost reimbursement contract Program
equipment category that exceed 10
100 000 or more, provided that the total budget amount is
Attachments of $ ,
unchanged. ent of training allowances for any cost
2) Line item transfer of funds for direct paym
reimbursement contract.
3) Change in clinic hours or locationtin an item of equipment equivalent to an item
4) Change in equipment list substitu g urchase of XYZ brand computer
of equipment on the approved budget, (Ex. p
611212007 29
General Provisions (Core Subrecipient 2008)
instead of approved ABC brand computer with essentially identical featwes as the
XYZ computer),
5) Changes in the equipment category of a previously approved equipment budget
(other than acquisition of additional equipment, which requires an amendment to
the Contract).
6) Changes specified in applicable cost principles as requiring prior approval,
regazdless of dollaz threshold.
7) Changes to community sites, independent school districts or schools, in substance
abuse Program Attachments.
In order to request a revision of any of the enumerated provisions, Contractor shall
obtain a Contract Revision Request form from the DSHS website and complete the
form as directed by the Department.. Two copies of the completed form must be
signed by Contractor's representative who is authorized to sign contracts on behalf
of Contractor, and both original, signed forms must be submitted to the Division
Contract Management Unit assigned to the Program Attachment. Any approved
revision will not be effective unless signed by the DSHS Director of Client Services
Contracting Unit. A separate Contractor Revision Request is required for each
Program Attachment to be revised. Circumstances of a requested contract revision
may indicate the need for a Contract amendment with written justification rather
than a contract revision.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE
THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED
TO CONSTITUTE A WAVER 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 govemrnent harmless and to indemnify them from any and all liability,
suits, claims, losses, damages and judgments, and to pay all costs, fees, and
damages to the extent that such costs, fees, and damages arise from performance or
nonperformance of Contractor, its employees, subcontractors, joint venture
participants or agents under this Contract.
Section 13.20 Waiver. Acceptance by either party of partial performance or failure
to complain of any action, non-action or default under this Contract shall not
constitute a waiver of either party's rights under the Contract.
Section 13.21 Contracting with Executive Head of State Agency. If Contractor
currently or subsequently employs a current or former executive head of DSHS,
Texas Department of Health, Texas Department of Mental Health and Mental
Retardation or Texas Commission on Alcohol and
submit the following information to the Divisio
assigned to the Program Attachment:
General Provisions (Core Subrecipient 200$)
Drug Abuse, Contractor shall
n Contract Management Unit
6/12/2007 30
(a) Name of Executive;
(b) Name of State Agency;
if separated;
(c) Date of Separation from State Agctor 'and
(d) Date of Employment with Co ~ b DSHS to comply with TEx• Gov'T. CODE §
(e) Other information as requ>Te y
669.003.
chnolo Accessibility. If performance under this C HS or
Section 13.22 Te $.1'
velo went, modification or maintenance of a website for tDhat state
includes the de p
is on behalf of DSHS, Contractor expressly acknowledgesautomated
for the pubinot be ex ended in connection with the purchase of an
funds may p
stem unless that system meets certain statutory and re~ aents
information sy ersons with blindness, visual imp
requirements relating to accessibility by p hearing, inability to speak or a
visual accuity less than 20170, deafness, diminishing ed ersons"). Accordingly,
lack of fine motor control (collectively ~he technology provided to DSHS
Contractor represents and warrants to DSHSe yes included within the technology
for purchase is capable, either by virtue ° ~ other technology, of:
or because it is readily adaptable by use wi b affected persons;
a. Providing equivalent access for effective use Y for interactive
rom is used
b, Presenting information, includd'ed fo use by affected persons; and
communications, in formats mten retrievi , and disseminating
inte ated into networks for obtaining, g
c. Being gr
information used by affected persons.
ction the phrase "equivalent access" means a substantialby
For purposes of this se
communicate with or make use of the technology, either dir such as
similaz ability to or by other reasonable means
features incorporated within the technology
rvices that would constitute reasonable accommodations ~dof
assistive devices or se
s with Disabilities Act or similar state or federal laws. not invited to,
the American be rovided include, but are
methods by which equivalent access may p hical
ernatives to mouse commands and other means of navigatas~ograp Dice
keyboard alt rovided in an enhanced auditory f ,
displays, information retrieval P and customize display appeazance.
commands, touch screen capac ty,
LE XIV BREACH OF CONTRACT AND REMEDIES
ARTIC
FOR NON-COMPLIANCE.
tions Constituting Breach of Contract. Actions or inactions
Section 14.01 Ac
' to breach of contract include, but are not limited to, the following
that constitu
6/1212007 31
General Provisions (Core Subrecipient 2008)
a) failure to properly provide the services and/or goods purchased
under this Contract;
b) failure to comply with any provision of this Contract, including
failure to comply with all applicable statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the Department
or agreed order issued by the Department;
e) failure by Contractor to provide a full accounting of funds expended
under this Contract;
f) discovery of a material misrepresentation in any aspect of
Contractor's response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in the
Contractor's application or response to the Solicitation Document or in
this Contract; or
h) Contractor is on or is added to the Excluded Parties List System
(EPLS).
Section 14.02 General Remedies and Sanctions. The Department will monitor
Contractor for both programmatic and financial compliance. The remedies set forth
below aze available to the Department against Contractor and any entity that
subcontracts with Contractor for provision of services or goods. HHSC OIG may
investigate, audit and impose or recommend imposition of sanctions to Department
for any breach of this Contract and may monitor Contractor for financial
compliance, The Department may impose one or more sanctions for each item of
noncompliance and will determine sanctions on a case-by-case basis. Contractor is
responsible for complying with all of the terms of this Contract. The listing of or
use of one or more of the remedies listed below does not relieve Contractor of any
obligations under the Contract. A state or federal statute, rule or regulation, or
federal guideline will prevail over the provisions of this Article unless the statute,
rule, regulation, or guideline can be read together with the provision(s) of this
Article to give effect to both. If the Contractor breaches this Contract by failing to
comply with one or more of the terms of this Contract, including but not limited to
compliance with applicable statutes, rules or regulations, the Department may take
one or more of the actions listed below:
General Provisions (Core Subrecipient 2008) 6/12/2007 32
e Contract or a Program Attachment of the Contract as it
a) terminate th In the case of termination, the
relates to a specific program ~e•
will inform Contractor of the termination no less than thirtya
Department
e 31 calendar days before the effective date of the to die eiffective
on ( )
notice of termination• The notice of termination will s rotation, and, if
date of the termination, the reasons for the to re nest a hearing on
orhuiity 9
applicable, alert the Contractor of theGoP,T CODE ch. 2105 regarding
the termination pursuant to TEx• ees that it shall not
administration of Block Grants. The C ursementafor services provided
make any claim for payment or rermb
from the effective date of termination; lion is depending on the
b) suspend all or part of this Contract. ~~ o f Contractor's authority to
context, either (1) the temporary vvithdra Contractor or its
obligate funds pending corrective action by mate or amend the
or ending a .decision to term
subcontractor(s) P a sus nding official in accordance
Contract, or (2) an action taken by ~ erson from
with Department rules to immediately excl od of time, pending
participating in contract transactions f le ~ or debarment proceedings
completion of an investigation and subhl DSHS for services performed
as may ensue. Contractor o ~ for costs resulting from obligations
during suspension, and C
Contractor during a suspension are not allowable unless
incurred by
expressly authorized by the notice of suspension;.
den additional or future contracts or renewals with Contractor;
~) Y
reduce funding if the Contractor fails to provide se Contrac goo s
d)
consistent with performance expectations descnbed in the r art
'allow deny both use of funds and matching credit for) all o p
e) drs ( liance;
of the activities or action not in comp Tem orarily withholding cash
fl temporarily withhold cash payments. p of . a working capital
withholding
payments means the temporary ents to Contractor for
advance, if applicable, or reimbursements or paym
ending resolution of issues of
roper charges or obligations incurred, p ct or indebtedness to the
p
noncompliance with conditions of this Contra
United States or to the State of Texas; permanent withholding of
g) permanently withhold cash payments.
a ent means that Department retains funds billed by Coon eTCtoo~
cash p yin
for 1) unallowable, undocumented, disputed, inaccurate~~p Contract
~ 2 material failure to comp y
erroneous billings; O
• r 3 indebtedness to the United States or to the State of
provisions, o ( )
Texas;
the Contract void upon the Department's determination that
h) declare
ontract was obtained fraudulently or upon the Departm act's
the C
rmination that the Contract was illegal or invalid from the ontract•
dete aid under the C ,
inception and demand repayment of any funds p
b11212007 3 3
General Provisions (Core Subrecipient 2008)
i} request that Contractor be removed from the Centralized Master
Bidders List (CMBL) or any other state bid list, and bar it from
participating in future contracting opportunities with the State of Texas;
j) delay contract execution with Contractor while other imposed or
proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will
be placed on accelerated monitoring for a period not to exceed six (6)
months at which time items of noncompliance must be resolved or
substantial improvement shown by Contractor. Accelerated monitoring
means more frequent or more extensive monitoring will be performed by
Department than would routinely be accomplished;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by
Contractor;
n) require additional, more detailed, financial and/or programmatic
reports to be submitted by Contractor;
o) demand repayment from Contractor;
p) reduce the funding amount for failure to achieve or maintain the
proposed level of service, to expend funds appropriately and at a rate
which will make full use of the award, or to provide services or to
achieve local match, if required;
q) pursue a claim for damages as a result of breach of contract;
r) require removal of any officer, board member or employee of the
Contractor who has been convicted of the misuse of state or federal
funds, fraud or illegal acts that are in contraindication to continued
obligations under this Contract, as determined by DSHS;
s) withhold any payments to Contractor to satisfy any recoupment or
penalty imposed by DSHS, and take repayment from funds available
under this Contract, active or expired, in amounts necessary to fulfill
Contractor's repayment obligations;
t) reduce the Contract term;
u) recoup improper payments when it is verified that the Contractor has
been overpaid because of improper billing or accounting practices or
failure to comply with Contract terms; or
v) impose other remedies provided by law.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify
Contractor in writing when a remedy or sanction is imposed (with the exception of
accelerated monitoring, which may be unannounced), stating the nature of the
remedies and sanction(s), the reasons for imposing them; the corrective actions, if
any, that must be taken before the actions will be removed and the time allowed for
completing the corrective actions, and the method, if any, of requesting
reconsideration of the remedies and sanctions imposed. Contractor is required to
file, within fifteen (15) calendar days of receipt of notice, a written response to
Department acknowledging receipt of such notice. If requested by the Department,
General Provisions (Core Subrecipient 2008) 6/12/2007 34
nse shall state how Contractor shall correct the noncompliance~oe
the wntten respo
'tin that the findings on which the remedies or sanctions If
demonstrate in wn g
are either invalid or do not warrant the remedies or s die°riemedy or
based
e artment determines that a remedy or sanction is warranted, ation or guideline,
Dp
sanction is subject to review under a federal or state ~~rovide written notice to
ent shat p
Department's decision is~ final. Departm the De artinent, Contractor
Contractor of Department s decision. If required by P
shall take corrective action.
emer enc , Department may
Section 14.04 Emergency Action. ~ an of ~ g Contract, temporarily or
immediately terminate or suspend all oenp ontract renewal or future contract
permanently withhold cash payments, d y
ontract execution by delivering written notice to Contractor, by
awards, or delay c
erifiable method, stating the reason for the emergency action.
any v
"emergency" is defined as the following:
ntractor is noncompliant and the noncompliance has a dine
a) Co
dverse im act on the public or client health, welfare or safety ., ma
a p ro ammatic or financial Y
direct adverse impact may be p ~' inade uate services,
include failing to provide services, providin urces so that the public
providing unnecessary services, or utilizang r .the sco a of work
or clients do not receive the benefits contemplated by P
or performance measures; or
b) Contractor is expending funds inappropriately.
ctor's conduct or noncompliance is an emergency will the
Whether Contra
' ed b Department on a case-by-case basis and will be base upon
determin y
nature of the noncompliance or conduct.
R'I'ICLE XV CLAIMS AGAINST THE DEPARTMENT.
A
.Breach of Contract Claim. The process for a breach of eornment
Section 15.01
aim a ainst the Department provided for in Chapter 2260 04~ shall be used by
cl g 1431 1.4
Code and implemented in the rules at 25 TAC breach of contract claim against
DSHS and Contractor to attempt to resolve any
DSHS.
otice. Contractor's claims for breach of this Contract that the
Section 15.02 N
t resolve in the ordinary course of business shall be submitteernment
parties canno Texas Gov
ne otiation process provided in Chapter 2260, subchapter Bnotice as required by
g Contractor shall submit wntten ,
Code. To initiate the process,
SHS's Office of General Counsel. The notice shall specifically
subchapter B, to D
rovisions of Chapter 2260, subchapter B, are being invoked. S c ~pyd
state that the p
' e shall also be given to all other representatives of DS ed case
of the notic
tractor. Subchapter B is a condition precedent to the filing of a de tes
Con
roceeding under Chapter 2260, subchapter C, Texas Government o
P
611212007 35
General Provisions (Core Subrecipient 2008)
Section 15.03 Sole Remedy. The contested case process provided in Chapter
2260, subchapter C, Texas Govemrnent Code, is Contractor's sole and exclusive
process for seeking a remedy for any and all alleged breaches of contract by DSHS
if the parties are unable to resolve their disputes under this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case
process provided in Chapter 2260, subchapter C, Texas Government Code, is a
condition precedent to seeking consent to sue from the Legislature under Chapter
107 of the Civil Practices and Remedies Code. Neither the execution of this
Contract by DSHS nor any other conduct of any representative of DSHS relating to
this Contract shall be considered a waiver of sovereign immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event
nor the pendency of a claim constitutes grounds for the suspension of perforrnance
by Contractor, in whole or in part.
ARTICLE XVI TERMINATION.
Section 16.01 Expiration of Contract or Program Attachment(s). Contractor's
service obligations set forth in each Program Attachment shall end upon the
expiration :date of that Program Attachment unless extended or renewed by written
amendment. Prior to completion of the term of all Program Attachments, all or a
part of this Contract may be terminated with or without cause as set forth below.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal
of Contractor's authority to obligate previously awarded funds before that authority
would otherwise expire or the voluntary relinquishment by Contractor of the
authority to obligate previously awarded funds. Contractor costs resulting from
obligations incurred by Contractor after termination of an award are not allowable
unless expressly authorized by the notice of termination. Upon termination of this
Contract or Program Attachment, as applicable, Contractor shall cooperate with
DSHS to the fullest extent possible to ensure the orderly and safe transfer of
responsibilities under the Contract or Program Attachment, as applicable, to DSHS
or other entity designated by DSHS. Upon termination of all or part of this
Contract, Department and Contractor will be discharged from any fiu they obligation
created under the applicable terms of this Contract or the Program Attachment, as
applicable, except for the equitable settlement of the respective accrued interests or
obligations incurred prior to termination and for Contractor's duty to cooperate with
DSHS. Termination does not, however, constitute a waiver of anv remedies for
breach of this Contract. In addition, Contractor's obligations to retain records and
maintain confidentiality ofinformation shall survive this Contract
Section 16,03 Acts Not Constituting Termination. Termination does not
include: (1) withdrawal of funds awarded on the basis of the Contractor's
underestimate of the unobligated balance in a prior period; (2) withdrawal of the
unobligated balance at the expiration of the term of a Program Attachment; (3)
refusal to extend a Program Attachment or award additional funds to make a
General Provisions (Core Subrecipient 2008) 6/12/2007 36
extension, or supplemental
etin continuation, renewal,
ct u on determination that the award was obtaine
competing or noncomp g
award; or (4) voiding of a contra P
r was otherwise illegal or invalid from inception.
fraudulently, o
section 16.04 Termination Without eatuhis•Contract or a Program Attachment,
a) Either Party may terminal nor written notice
30 calendar days p
as applicable, with at least thirty ( )
xce t that if Contractor seeks to terminate a Contra st
to the other Party, e P
Attachment that involves residential cl~c~en~az days
or Program artinent at least ninety (90)
Contractor must give the Dep lan to ensure client
'or written notice and must submit a transition p
Pri
services are not disrupted• ,Contract or a Program Attachment by
b) The Parkes may ternnate this
mutual agreement.
~ Attachment
ither Party may terminate this Contract or a nrngtice to the other
c) E 30 calendar days prior writte
with at least thirty () lack of
event funds become unavailable through s or
Party m the sfer of funds between p
appropriations, budget cuts, Iran ro nations
d human services agencies, amendments to the Aa sru lion of
health an services consolidations, or any P
Act, health and human am Attachment ,
ent a ropriated funding for this Contract or Progr Attachment
curr PP
e artrnent may terminate this Contract or a Parotrnant~ termination
d) D P
' mmediately when, in the sole determination of Dep
i
is in the best interest of the State of exas.
ma terminate for mater~e
'on 16.05 Termination For Cause. Either Partdy~ d Ys written notice to ..
Sect- 30 cal
breach of this Contract with at least thirty ( ontract, in whole or in part, for breach
De artxnent may terminate this C
other Part'y' P nduct that jeopardizes the Contract objectives, uct
of contract or for any other co
. calendar days written notice to Contractor. Such con
giving at least thirty (30)
may include one or more of the following: re
'urisdiction finds that Contractor has failed to adh~
(a) a court of competent ~ ublic authority ha g
laws ordinances, rules, regulations or orders of any p
to any
jurisdiction;
mmunicate with Department or fails to allow its
(b) Contractor fails to co ent as
of its subcontractor to communicate with Departm
employees or those
necessary to the performance of this Contract;
a standard of confidentiality with respect to the
(c) Contractor breaches
services provided under this Contract; el or
nt determines that Contractor is without sufficient peruna le or
(d) Departure
erform under this Contract or that Contractor C~ or exe vise adequate
resources to p
' lin to fulfill any of its requirements under the ontra
unveil g
control over expenditures or assets;
. t 2008 611212007 37
General Provisions (Core Subrecipien )
(e) Department determines that Contractor, its agent or another representative
offered or gave a gratuity (e.g., entertainment or gift) to an official or employee of
DSHS or HHSC for the purpose of obtaining a contract or favorable treatment;
(f) Department determines that the Contract includes financial participation
by a person who received compensation from DSHS to participate in developing,
drafting or preparing the specifications, requirements or statement(s) of work or
Solicitation Document on which this Contract is based in violation of Gov. Code
§2155.004;
(g) Contractor appears to be financially unstable. Indicators of financial
instability may include one or more of the following:
1. Contractor fails to make payments;
2. Contractor makes an assignment for the benefit of its creditors;
3. Contractor admits in writing its inability to pay its debts generally as they
become due;
4. if judgment for the payment of money in excess of $50,000 (which is not
covered by insurance) is rendered by any court or governmental body against
Contractor, and Contractor does not (a) dischazge the judgment or (b) provide for its
discharge in accordance with its terms, or (c) procure a stay of execution within
thirty (30) calendaz days from the date of entry of the judgment, and within the
thirty (30)-day period or a longer period during which execution of the judgment
has been stayed, appeal from the judgment and cause the execution to be stayed
during such appeal while providing such reserves for the judgment as may be
required under generally accepted accounting principles;
5. a writ or warrant of attachment or any similar process shall be issued by any
court against all or any material portion of the property of Contractor, and such writ
or warrant of attachment or any similar process is not released or bonded within
thirty (30) calendar days after its entry;
6. Contractor is adjudicated bankrupt or insolvent;
7. Contractor files a case under the Federal Bankruptcy Code or seeks relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction,
whether now or hereafter in effect, or consents to the filing of any case or petition
against it under any such law;
8. any property or portion of the property of Contractor is sequestered by court
order and the order remains in effect for more than thirty (30) calendar days after
Contractor obtains knowledge thereof;
9. a petition is filed against Contractor under any state reorganization,
arrangement, insolvency, readjustment of debt, dissolution, receivership or
liquidation law of any jurisdiction, whether now or hereafter in effect, and such
petition is not dismissed within thirty (30) calendar days;
10. Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property; or
General Provisions (Core Subrecipient 2008) 6/12/2007 38
's mans ement system does not meet the UGMS management
(h) Contractor g
standards.
urination. Either Party may deliver written notice of
Section 16.06 Notice of Ter ves notice of its
' to b any verifiable method. If either PAY ~ Contractor will
intent to teiznina y ,
' nt to terminate all or a part of this Contract, Departme~ation in good faith
lute
attempt to resolve any issues related to the anticipate
during the notice period.
I VOID, SUSPENDED, AND TE~VIINATED
ARTICLE XVI CONTRACTS.
' Contracts. Department may hold this Contract void upon
Section 17.01 Void
e award was obtained fraudulently or was otherwise illeg or
determination that th
invalid from its inception.
Terminated
02 Effect of Void, Suspended, or Involun~~ SHS that has
Section l7. to a contract
Contract. A Contractor who has been ~ ~ Hated for cause is not eligible for
been found to be void, suspended, or
ntracts, if any, or new contracts or renewals until the
expansion of current co
determined that Contractor has satisfactorily resolved is found to
Department has
'n the suspension or termination. Additionally, if this Contrac
underlyl g
be void, any amount Paid is subject to refund.
after receiving
tits. Pursuant to Gov. Code §2105.302,
Section 17.03 Appeals Rig
ent of termination of a contract with DSHS ~deGov.
notice from the Departm re nest an administrative hearing under
block grant funds, Contractor may 9
Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT
RECONCILIATION
tion of Services At Closeout. Upon expiration of the C actraor
Section 18.01 Cessa licable, (and any renewals of the Contr
or Program Attachment, as apP
on its own terms, Contractor shall cease services under lest
Program Attachment)
Attachment and shall cooperate with DSHS to the e the
Contract or Program
' le to ensure the orderly and safe transfer of responsmbil v n notice of
extent possib DSHS. Upon recei g
Contract to DSHS or other entity designated bynon-renewal, the Contractor agrees
Contract or Program Attachment termTeciioents of services to alternative service
to immediately begin to transition p
ontractor also agrees to completely cease providing servicen
providers, as needed. C the date s ecified in the terminatio
under the Contract or Program Attachment b ill DSHS for services performed after
or non-renewal notice. Contractor shall not b Pro am Attachment, or incur any
termination or expiration of the Contra Prorr~ Attachment is terminated or has
additional expenses once the Contract or g
ination, expiration or non-renewal of this Contract or a Prbgrdam
expired. Upon term
ent Contractor shall immediately initiate Closeout activities escn
Attachm ,
611212007 39
General Provisions (Core Subrecipient 2008)
this Article.
Section 18.02 Administrative Offset. The Department shall have the right to
administratively offset amounts owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial,
performance, and other Closeout reports required under the Contract within sixty
(60) calendar days after the Contract or Program Attachment end date. Unless
otherwise provided under the Final Billing Submission section of the Payment
Methods and Restrictions Article, the Department is not liable for any claims that
are not received within sixty (60) calendar days after the Contract or Program
Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid to the Contractor in excess of
the amount to which the Contractor is finally determined to be entitled under the
terms of the Contract constitute a debt to the Department and will result in a refund
due. Contractor shall pay any refund amount due within the time period established
by the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of the Contract or
Program Attachment does not affect the Department's right to disallow costs and
recover funds on the basis of a later audit or other review or the Contractor's
obligation to return any funds due as a result of later refunds, corrections, or other
transactions.
Section 18.06 Contract Reconciliation. If Contractor is required to annually
reconcile multi-year contracts, Contractor, within 60 calendar days after the end of
each year of the Contract, shall submit to the Division Contract Management Unit
assigned to the Program Attachment all financial and reconciliation reports required
by Department in forms as determined by Department. Required reconciliation
forms and reports may include the following; Cash Match Participation Form, In-
kind Match Participation Form, Program Income Report, Equipment Inventory,
Controlled Items Inventory, Contractor's Release Agreement, and Reconciliation
Refund Remittance Form. Any additional forms or reports required by Department
shall be posted on the DSHS website prior to the reconciliation period. Unless
otherwise directed by Department, all forms and reports must be submitted in hard
copies, with original signatures if required, to DSHS by the due date.
General Provisions (Core Subrecipient 200$) 6112/2007 40
CONTRACT N0.2008-024494-
PROGRAM ATTACHMENT N0.001
PURCHASE ORDER N0.0000331905
CONTRACTOR: PARIS-LAMAR COUNTY HEALTH DEPARTMENT
DSHS PROGRAM: RLSS-LOCAL PUBLIC HEALTH SYSTEM
TERM:09101/2007 THRU:0813112008
SECTION I. STATEMENT OF WORK:
Contractor shall improve or strengthen local public health infrastructure within the State of Texas
by:
• Developing objective(s) to address a public health issue;
• Utilize resources provided through this Program Attachment to conduct activities and
services that provide or support the delivery of essential public health services;
• Assess, monitor, and evaluate the essential public health activities and services provided
through this Program Attachment; and
• Develop strategies to improve the delivery of essential public health service(s) to
identified service area.
These tasks shall be performed in accordance with Department of State Health Services (DSHS)
Division for Regional and Local Health Services Interlocal Application. The assessment and/or
evaluation activities must include measurable standards. Acceptable standards include the National
Public Health Performance Standards approved by the Centers for Disease Control and Prevention,
Performance Standards developed by the Texas Association of Local Health Officials, Healthy
People 2010, and any federal, state or local law or regulation governing the delivery of essential
public health services. Other evaluation methods utilizing standards not listed in this Program
Attachment must bepre-approved by DSHS.
Contractor shall comply with all applicable federal and state laws, rules, regulations and standards
including, but not limited to, the following:
• Chapter 23-11 of the Healthy People 2010;
• Section 121.002, Texas Health & Safety Code, definition of ten essential public health
services;
• Government Code, Section 403.1055, "Permanent Fund for Children and Public Health".
Contractor shall not use funds from the Permanent Fund for Children and Public Health for lobbying
expenses under the Government Code, Section 403.1067.
Contractor shall comply with all applicable regulations, standards, and guidelines in effect on the
beginning date of this Program Attachment.
PROGRAM ATTACHMENT -Page
DSHS will inform Contractor in writing of any changes to applicable federal and state laws, rules,
regulations, standards and guidelines. Contractor shall comply with the amended law, rule,
regulation, standard or guideline except that Contractor shall inform DSHS Program in writing if it
shall not continue performance under this Program Attachment within thirty (30) days of receipt of
an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately
or within a reasonable period of time as determined by DSHS.
SECTION II. PERFORMANCE MEASURES:
Contractor shall complete the PERFORMANCE MEASURES as stated in the Contractor's FY 08
Local Public Health Service (LPHS) Service Delivery Plan, and as agreed upon by DSHS, hereby
attached as Exhibit A.
Contractor shall provide activities and services as submitted by Contractor in the following
county(ies)larea: Lamar
SECTION III. SOLICITATION DOCUMENT: N/A
SECTION IV. RENEWALS: N/A
SECTION V. PAYMENT METHOD: Cost Reimbursement
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and
include acceptable supporting documentation of the required deliverables if indicated in the attached
Exhibit A. Vouchers can be faxed to Claims Processing Unit at S 12-458-7442 or electronic e-mail
to: invoices(a~,dshs.state.tx.us.
Invoices and supporting documentation shall be submitted to the following address:
Department of State Health Services
Fiscal Claims Processing Unit
P. 0. Box 149347, MC 1940
Austin, Texas 78714-9347
SECTION VII. BUDGET:
SOURCE OF FUNDS: State and CFDA # 93.991
SECTION VIII. SPECIAL PROVISIONS:
Contractor shall complete an Annual Budget and Expenditures Report in a format specified
by DSHS and submit by December 15, 2007.
PROGRAM ATTACHMENT -Page 2
General Provisions, 1.03 Reporting Article, is revised to include the following paragraph:
Contractor shall submit quarterly and final performance reports that describe progress toward
achieving the objectives contained in approved Contractor's Service Delivery Plan and any written
revisions. Contractor shall submit the performance reports by the end of the month following the
end of each quarter, in a format to be provided by DSHS. Failure to submit a required report or
additional requested information by the due date specified in the Program Attachment(s) or upon
request constitutes breach of contract, may result in delay payment, and may adversely affect
evaluation of Contractor's future contracting opportunities with the department. Reports should be
sent electronically to LocalPHTeam(a~dshs.state.tx.us or by facsimile to 512-458-7154. A copy of
the report should be sent to the respective DSHS Health Service Region, Attention: Deputy
Regional Director. The report signature page should be sent via mail to:
DSHS Regional and Local Health Services
Attn: Local Services Team
1100 West 49th Street
P.O. Box 149347 MC 1908
Austin, Texas, 78714-9347
General Provisioris,12.01 Board Training Article, is not applicable to this program Attachment.
PROGRAM ATTACHMENT -Page 3
2008-024494-001
Categorical Budget:
PERSONNEL $87,999.00
FRINGE BENEFITS $21,999.00
TRAVEL $0.00
EQUIPMENT $0.00
SUPPLIES $0:.00.
CONTRACTUAL $0.00
OTHER $0.00
TOTAL DIRECT CHARGES $109,998.00
INDIRECT CHARGES $0.00
TOTAL $109,998.00
DSHS SHARE $109,998:Q0
CONTRACTOR SHARE ~ $0.00
OTHER MATCH $Q.00
Total reimbursements will not exceed $109,998.00
Financial status reports are due: 12/31/2007, 03/31/2008, 06/30/2008, 10/31/2008