2007-116-RES-Approving and Authorizing the Execution of a Contract with the Department of State Health Services (DSHS) Document No. 2008-024100RESOLUTION N0. 2007-116
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 N0.2008-024100 (PROGRAM ATTACHMENT N0.
001 -CHS -PRENATAL SERVICES), 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-
024100Attachment No.001- CHS -Prenatal services) 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-
024100 Attachment No. 001 -CHS -Prenatal Services) 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.2008-024100 Attachment No. 001-CHS -Prenatal Services), 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.
DEPARTMENT OF STATE HEALTH SERVICES
PE
~~
This contract, number 2008-024100 (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 $10,000.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2007 and ends on 08/3112008. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authori .DSHS enters into this Contract under the authority of Health and .Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document}
b. Program Attachments:
2008-024100-001 CHS -Prenatal Services
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 agreeme~~enf
the Parties and that there are no agreements or understandings, wntten or oral, between
with respect to the subject matter of this Contract, other than as set forth in this Contract.
92648-1
B signing below, the Parties acknowledge that they have read the Contract and agree to its
Y
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES
By:
Signature of Authorized Official
Date
Bob Barnette, 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
PARIS-LAMAR COUNTY HEALTH
DEPARTMENT
By:
Signature
September 24, 2007
Date .
Revin Carruth, City Manager
Printed Name and Title
P. 0. Bog 9037
Address
Paris, TX 75461-9037
City, State, Zip
(903 74S-~S~t FYr »nl
Telephone Number
kcarruth@paristegas.gov
E-mail Address for Official Correspondence
92648-1
FISCAL YEAR 2008 PERFORMANCE CONTRACT
GENERAL PROVISIONS
(Core/Subrecipient)
TABLE OF CONTENTS
ARTICLE I COMPLIANCE AND REPORTING 1
1.01 Compliance with Statutes and Rules 1
1.02 Compliance with Requirements of Solicitation Document 1
1.03 Reporting 1
1.04 Client Eligibility 1
1.05 Applicable Contracts Law and Venue for Disputes
1.06 Applicable Laws and Regulations Regarding Funding Sources ~
1.07 Statutes and Standards of General Applicability
1.08 General Provisions Applicable to Interagency & Interlocal Contracts 4
ARTICLE II SERVICES 5
2.01 Education to Persons in Residential Facilities 5
2.02 Disaster Services 5
2.03 Consent to Medical Care 5
2.04 Telemedicine Medical Services ~ 6
2.05 Fees for Professional Health Services 6
2.06 Cost Effective Purchasing of Medications 6
ARTICLE III FUNDING 6
3.01 Debt to State and Corporate Status 6
3.02 Application of Payment Due ~ 7
3.03 Use of Funds ~
3.04 Use for Match Prohibited 7
3.05 Program Income ~
3.06 Nonsupplanting ~ ~
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 8
4.01 Payment Methods 8
4.02 Billing Submission 8
4.03 Final Billing Submission 8
4,04 Working Capital Advance 8
4.05 Financial Status Reports (FSRs) 9
4.06 Third Party Payors
ARTICLE V TERMS AND CONDITIONS OF PAYMENT 9
5.01 Prompt Payment 9
5.02 Withholding Payments 9
5.03 Condition Precedent to Requesting Payment 9
5.04 Acceptance as Payment in Full 10
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007
10
6.01 Independent Audit 10
6.02 Allowable Costs 10
b.03 Submission of Audit 11
ARTICLE VII CONFIDENTIALITY 12
7.01 Maintenance of Confidentiality 12
7.02 Use of PHI 12
7.03 Disclosure to Department 12
7.04 Department Access to PHI 12
7.05 Exchange of Client-Identifying Information 12
7.06 Security of Patient or Client Records 13
7.07 HIV/AIDS Model Workplace Guidelines 13
ARTICLE VIII RECORDS RETENTION 13
8.01 Retention 13
ARTICLE IX ACCESS AND INSPECTION 14
9.01 Access 14
9.02 State Auditor's Office 14
9.03 Responding to Deficiencies 14
ARTICLE X NOTICE REQUIREMENTS 15
10.01 Child Abuse Reporting Requirement 15
10.02 Significant Incidents 1~
10.03 Litigation 15
10.04 Action Against Contractor 15
10.05 Insolvency 16
10.06 Misuse of Funds 16
10.07 Criminal Activity and Disciplinary Action 16
10.08 Retaliation Prohibited 16
10.09 Documentation 16
ARTICLE XI ASSURANCES AND CERTIFICATIONS 16
11.01 Certification 16
11.02 Child Support Delinquencies 17
11.03 Authorization 17
11.04 Gifts and Benefits Prohibited 17
11.05 Ineligibility to Receive the Contract 18
11.06 Antitrust 18
11.07 Initiation and Completion of Work 18
ARTICLE XII GEN. BUS. OPERATIONS OF CONTRACTOR 18
12.01 Board Training 18
12.02 Duty of Compliance 18
General Provisions (Core Subrecipient 2008) Table of Contents 6/12/2007 2
12.03 Management and Control Systems 19
12.04 Insurance and Bonding 19
19
12.05 Fidelity Bond 20
12.06 Liability Coverage 20
12.07 Overtime Compensation 20
12.08 Program Site 20
12.09 Cost Allocation Plan
12.10 Reporting for Unit Rate and Fee for Service Contracts 21
11 Historically Underutilized Businesses (HUBs)
12 21
.
12.12 Buy Texas 21
21
13 Contracts with Subrecipient Subcontractors
12
.
12.14 Status of Subcontractors 22
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 23
12.20 Quality Management 23
12.21 Equipment and Controlled Assets Purchases 23
12.22 Supplies 23
12.23 Changes to Equipment List 24
12.24 Property Inventory and Protection of Assets
12.25 Bankruptcy 24
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
04 Transactions Between Related Parties
13
.
13.05 Intellectual Property 25
27
13.06 Other Intangible Property 28
13.07 Severability and Ambiguity 28
13.08 Legal Notice 2$
13.09 Successors 28
13.10 Headings 28
13.11 Parties 28
13.12 Survivability of Terms 28
13.13 Direct Operation 28
14 Customer Service Information
13
.
13.15 Amendment
13,1b. Contractor's Notification of Change to Certain Contract Provisions 28
29
General Provisions (Core Subrecipient 2008) Table of Contents 6112/2007 3
13.17 Contractor's Request for Revision of Certain Contract Provisions 29
13.18 Immunity Not Waived 30
13.19 Hold Harmless 30
13.20 Waiver 30
13.21 Contracting with Executive Head of State Agency 30
13.22 Technology Accessibility 31
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE 31
14.01 Actions Constituting Breach of Contract 31
14.02 General Remedies and Sanctions 32
14.03 Notice of Remedies or Sanctions 34
14.04 Emergency Action 35
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT 35
15.01 Breach of Contract Claim 35
15.02 Notice 35
15.03 Sole Remedy 36
15.04 Condition Precedent to Suit 36
15.05 Performance Not Suspended - 36
ARTICLE XVI TERMINATION 36
16.01 Expiration of Contractor 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
General Provisions (Core Subrecipient 2008) Table of Contents
39
39
40
40
40
40
40
6/12/2007 4
Fiscal Year 2008 Performance Contract
General Provisions
(Core/Subrecipient)
ARTICLE I COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall compl~,
and shall require its subcontractor(s) to comply, with the requirements set fo and
the Department's rules of general applicability and other applicable and rules
federal statutes, regulations and rules as such statutes, regulat n des are set
currently exist and as they maybe lawfully amended. The Dep
Title 25 (Rules). To the extent this
forth in the Texas Administrative Cod r~ additional re uirements beyond those
Contract imposes a higher standard, ,ons or the Rules, the terms of the Contract
required by applicable statutes, regulate
shall control.
Section 1.02 Compliance with Requirements of Solicitation Do~culm~nt.
Exce t as specified in these General Provisions or the Program Atta an es~
p
Contractor shall comply with the requirements, eligibility conditions, assur ,
certifications and program requirements of the Solicitation Document (in S drior
any revised or additional terms agreed to in writing by Contractor and Dubse uent
to execution of this Contract) for the duration of this C ed u on the Contras or's
renewals. The Parties agree that the Department has reh p
res onse to the Solicitation Document. The Parties agree tha itation
P
misrepresentation contained in the Contractors response to the So is
Document shall constitute a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance wit ther
reporting requirements established by the Department and shall proviSHS Failure
information requested by the Department in the format required byD the due date
to submit a required report or additional requested info~otns tut s a breach of
specified in the Program Attachment(s) or upon requ
contract, may result in delayed payment, and may adversely affect evaluation of
Contractor's future contracting opportunities with the Department.
Section 1.04 Client Eligibility. Where applicable, financial eligibility criterall
financial assessment procedures, and standards developed by the Department sh
be utilized by Contractor to determine client eligibility.
Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding
all issues related to contract formation, performance, interpretation, and anrned b s
that may arise in any dispute between the Parties, the Contract shall b the event of a
and construed in accordance with, the laws of the State of Texas. ~ Texas.
dispute between the Parties, venue for any suit shall be Travis County,
611212007
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•l/tlo2.tlc.state.tx.us/statutes/statutes.html; the UGMS are located on the Internet
at
http•/lwww.g`ovemor.state.tx.us/divisions/stategrants/guidelines/fileslUGMS062004
.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.0.11246,
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 198b, 8 U.S.C.A. § 1324a,
regarding employment verification;
~ Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non-
use of all tobacco products;
g) National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et
seq., and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human
General Provisions (Core Subrecipient 2008) 6/12!2007 2
subjects involved in research; 1501-1508 and 7321-26,
h) Hatch Political Activity Act, 5 U.S.C.A. § em to ent is funded with
which limits the political activity of employees whose p ym
federal funds;
i) Fair Labor Standards Act, 29 U.S.C.A. §§ 201 et seq., and as
Intergovernmental Personnel Act of 1970, 42 U.S.C.A. §§ 4701 et seq ,
applicable, concerning minimum wage and maximum hourertainin to eliminating
j) TEx. Gov'T CODE ch. 469 (Supp. 2004), p g
architectural barriers for persons with disabilitiTEx. LABOR CODE, chs. 401-406 28
k) Texas Workers' Compensation Act,
TEx. ADMIN. CODE pt. 2, regarding compensation for employees' injuries42 USC
1) The Clinical Laboratory Improvement Amendments of 1988, §
263a, regarding the regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on B1o96
Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Adman Code ch
regarding safety standards for handling blood borne pathogens;
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq.,
pertaining to the treatment of laboratory animals, the followin : 1) Institution of
o) Environmental standards P es under the National Environmental Policy
environmental quality control measur
Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg.
4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of
violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), Providing
for Administration of the Clean Air Act and the Federal Water Pollution C lands
Act with respect to Federal Contracts, Grants, or Loans, 3) Protection of wet
pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of Re d
hazards in floodplains in accordance with Executive Order 11988, 42 Fed. g
26951 and, if applicable, flood insurance purchase requirements of Section lO2ect
of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5) Assurance ofdpeol~e
consistency with the approved State Management program developed un
Coastal Zone Management Act of 1972,16 USC §§ 1451 et seq; 6) Federal Water
Pollution Control Act, 33 USC § 1251 et seq.; 7) Protection of underground sources
304E
of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§
300j; 8) Protection of endangered species under the Endangered Species Act a r
1973,16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean
implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; t0er
Protection of underground sources of drinking water under the Safe Drinking Wa 16
Act of 1974, 42 USC §§300f-330j; 11) Wild and Scenic Rivers Act of 1968
U.S.C. §§ 1271 et seq.) related to protecting certain rivers system; and 12) Lea e
Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.} prohibrtmg th
use oflead-based paint in residential construction or rehabilitationSC 4278-4763
p) Intergovernmental Personnel Act of 1970 (42 U § § A of the
regarding personnel merit systems for programs specified In Appendix stem of
federal Office of Program Management's Standards for a Merit Sy
Personnel Administration (S C.F.R. Part 900, Subpart F)~sistance and Real Property
q) Titles II and III of the Uniform Relocation As
General Provisions (Core Subrecipient 2008) 6112/2007 3
Acquisition Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons
displaced or whose property is acquired as a result of Federal or federally-assisted
programs;
r) Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40
U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety
Standards Act (40 U.S.C. §§ 327-333}, regarding labor standards for federally-
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.} regarding historic property to the extent
necessary to assist DSHS in complying with the Acts;
t) Financial and compliance audits in accordance with Single Audit Act
Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local
Governments, and Non-Profit Organizations;" and
u) requirements of any other applicable statutes, executive orders, regulations
and policies.
If this Contract is funded by a grant, additional requirements found in the Notice of
Grant Award are imposed on Contractor and incorporated herein by reference.
Section 1.08 General Provisions Applicable to Interagency and Interlocal
Contracts. Certain sections or portions of sections of these General Provisions shall
not apply to Contractors that are State agencies or units of local government; and
certain additional provisions shall apply to such Contractors.
a) The following sections or portions of sections of these General Provisions shall
not apply to interagency or interlocal contracts:
1) Hold Harmless;
2} Independent Contractor (delete the third sentence in its entirety; delete the
word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance and Bonding;
4) Liability Coverage;
5) Fidelity Bond;
6) Board Training; and
7) Historically Underutilized Businesses (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable
to that entity).
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in
compliance with the provisions of the Interagency Cooperation Act, Gov.
Code Chapter 771.
2) The parties hereby certify that (1) the services specified are necessary and
essential for the activities that are properly within the statutory functions
and programs of the affected agencies of State government; (2) the
proposed arrangements serve the interest of efficient and economical
administration of the State government, and (3) the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the
General Provisions (Core Subrecipient 2008) 6/12/2007 4
Constitution of the State of Texas to be supplied under contract given to the
lowest responsible bidder.
3) DSHS certifies that it has the authority to enter into this Contract granted in
Health and Safety Code Chapter 1001, and Contractor certifies that it has
specific statutory authority to enter into and perform this Contract.
(c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in
compliance with the provisions of the Interlocal Cooperation Act, Gov.
Code Chapter 791.
2) Payments made by DSHS to Contractor shall be from current revenues
available to DSHS.
3) Each party represents that it has been authorized to enter into this
Contract.
(d) Contractor agrees that Contract Revision Requests, when signed by a duly
authorized representative of Contractor, shall be effective as of the effective date
specified by the Department, whether that date is prior to or after the date of any
ratification by Contractor's governing board.
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable,
Contractor shall ensure that all persons, who are housed in Department licensed
and/or funded residential facilities and who are twenty-two (22) years of age or
younger, have access to educational services as required by TEx. EDUC. CODE, §
29.012. Contractor shall notify the local education agency or local early
intervention program as prescribed by TEx. EDUC. CODE § 29.012 not later than the
third calendar day after the date a person who is twenty-two (22) years of age or
younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal
emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism
events, declared as a state disaster by the Governor, or a federal disaster by the
appropriate federal official, Contractor may be called upon to assist DSHS in
providing services, as appropriate, in the following areas: community evacuation,
health and medical assistance; assessment of health and medical needs; health
surveillance; medical care personnel; health and medical equipment and supplies;
patient evacuation; in-hospital care and hospital facility status; food, drug, and
medical device safety; worker health and safety; mental health and substance abuse;
public health information; vector control and veterinary services; and victim
identification and mortuary services. Disaster services shall be carried out in the
manner most responsive to the needs of the emergency, be cost effective, and be
least intrusive on the primary services of the Contractor.
Section 2.03 Consent to Medical Care. If Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or
through contracts with subcontractors, the treatment of a minor shall be provided
only if consent to treatment is obtained pursuant to TEx. FAM. CODE, Chapter 32
General Provisions (Core Subrecipient 2008) 6/12/2007 5
relating to consent to treatment of a child by anon-parent or child or pursuant to
other state law. If requirements of federal law relating to consent directly conflict
with TEx. FAM. CODE, Chapter 32, federal law shall supersede state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if a
provider uses telemedicine/telepsychiatry that the services are implemented in
accordance with written procedures and using protocol approved by the
Contractor's medical director and utilizing equipment that complies with the
equipment standards as required by the Department. Procedures of telemedicine
service provision must include the following requirements:
a) clinical oversight by the Contractor's medical director or designated
physician responsible for medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by
telemedicine at the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and
federal laws;
e) use by credentialed licensed providers providing clinical care within the scope
of their Licenses;
f) demonstrated competency in the operations of the system by all staff members
who are involved in the operation of the system and provision of the services prior
to initiating the protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that
ensures timely access to accurate information between the two sites.
Telemedicine Medical Services does not include treatment services provided by
electronic means under Rule §448.911.
Section 2.05 Fees for Personal Health Services. Contractor may develop a
system and schedule of fees for personal health services in accordance with the
provisions of Health and Safety Code §12.032, DSHS Rule §1.91 covering Fees for
Personal Health Services, and other applicable laws or grant requirements. The
amount of a fee shall not exceed the actual cost of providing the services. No
patient maybe 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. Gov'T.
CODE § 403.055, the Department will not approve and the State Comptroller will
not issue payment to Contractor if Contractor is indebted to the State for any reason,
General Provisions (Core Subrecipient 2008) 6/12/2007 6
including a tax delinquency. Contractor, if a corporation, certifies by execution of
this Contract that it is current and will remain current in its payment of faanchies
ent of franchise tax
takes to the State of Texas or that it is exempt fro asF~ nded .Contractor, if a
under Texas law (Texas Tax Code § § 171.001 et seq, )
co oration, further certifies that it is and will remain in good standing with the
Secretary of State's office. A false statement regarding franchise tax a is be ~ome
status is a material breach of this Contract. If francluseetax und~this Contract
delinquent during the Contract term, .all or part of tl~e e tax is aid in full.
may be withheld until Contractor's delinquent fran P
Section 3.02 Application of Payment Due. Contractor agrees that any
ayments due under this Contract will be applied towards any debt, includinga ut
p
not limited to delinquent taxes and child support that ~s owed to the State o e
Section 3.03 Use of Funds. Contractor agrees that it shall expend Department
funds only for the provision of approved services and for reasonable and allowable
expenses directly related to those services.
Section 3.04 Use for Match Prohibited. Contractor agrees funds provided
through this Contract shall not be used for matching purposes m secunng other
funding unless directed or approved by the Department in wntmg.
Section 3.05 Program Income. Gross income directly generated from
Department funds through a project or activity performed under a Program
Attachment and/or earned only as a result of a Program Attachment during therwi~
of the Program Attachment are considered program income. d ~o salternative,
required under the terms of the grant funding this Contract, the me shall be used by
as provided in UGMS § _.25(g)(2), for the use of program mco
Contractor to further the program objectives of the state or federal statute undeer
which the Program Attachment was made, and it shall be spent on the sam
Program Attachment project in which it was generated. Contractor shall identio
and report this income in accordance with the Compliance and Reporting ~1 nt s .
these General Provisions and the Special Provisions of the Program Attachme ( a
Contractor shall expend program income during the Program Attachment term an
may not carry forward to the succeeding term. Program income not expended in the
term in which it is earned shall be refunded to DSHS. DSHS may base futur
funding levels, in part, upon Contractors proficiency m identlfymg, ses and
collecting, and reporting program income, and in utilizing it for the purpo
conditions set forth in this Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from
this Contract to replace or substitute existing funding from other sources that alsdo
supports the activities that are the subject of this Contract) but rather shall use fun
from this Contract to supplement existing state or local funds currently available for
a particular activity. Contractor shall make a good faith effort to maintainumenta ii n
level of support. Contractor may be required to submit do
6/ 1212007 ~
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 in the Program Attachment(s) and successful submission of a request for
reimbursement;
(b) unit rate. This payment method is based on the set unit rate stated in the
Program Attachment(s) and successful submission of all required forms; or
(c) fee-for-service. This payment method is based on the agreed fee stated in
the Program Attachment(s) and successful submission of all required forms.
Section 4.02 Billing Submission. Contractors shall bill the Department in
accordance with the Program Attachment(s) in the form and format prescribed by
DSHS. Unless otherwise specified in the Program Attachments}, 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.uslcontracts.
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 8
end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or v~ded
who has the legal responsibility for paying for all or part of the services pro ,
including commercial health or liability insurance carriers, Medicaid, or other
federal, state, local, and private funding sources. Except as provided in the
Contract, Contractor shall screen all clients and shall not bill the Department for
services eligible for reimbursement from third party payors. Contractor shall: (a)
enroll as a provider in Children's Health Insurance Plan and Medicaid if providing
approved services authorized under the Contract that may be covered by those
programs, and bill those plans for the covered services; (b) provide assistance to
individuals to enroll in such programs when the screening process indicates possible
eligibility for such programs; (c) allow clients that are otherwise eligible for
Department services, but cannot pay a deductible required by a third party payor, to
receive services up to the amount of the deductible and to bill the Department~for
the deductible; (d) not bill the Department for any services eligible for thud p y
reimbursement until all appeals to third party payors have been exhausted; (e)
maintain appropriate documentation from the third party payor reflecting attempts
to obtain reimbursement; (f) bill all third party payors for services provided under
this Contract before submitting any request for reimbursement to Department; and
(g) provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section S.OI Prompt Payment. Upon receipt of a timely, undisputedri~ voaned
pursuant to ,this Contract, Department will pay Contractor. Payme
reimbursements are contingent upon a signed Contract and will not exceed the total
of authorized funds under this Contract. Contractor is entitled to payment or
reimbursement only if the service, work, and/or product has been authorized bthose
Department and performed or provided pursuant to the Contract. Ie Texas
conditions are met, Department will make payment m accordance ~~ ~ com 1
prompt payment law (TEx. Gov'T. CODE, Chapter 2251). Contractor mu p y
with TEx. Gov'T. CODE, Chapter 2251 regarding its prompt payment obligations to
subcontractors. Payment of invoices by the Department shall not constitute
acceptance or approval of Contractor's performance, and all invoices and
Contractor's performance is subject to audit or review by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of
any payments to Contractor to offset reimbursement for any ineligible expenditures
or overpayments that Contractor has not refunded to Department, or if financial
status report(s) required by the Department are not submitted by the date(s) due.
Department may take repayment from funds available under this Contract, active or
expired, in amounts necessary to fulfill Contractor's repayment obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall
disburse program income, rebates, refunds, contract settlements, audit recoveries,
and interest earned on such funds before requesting cash payments including any
General Provisions (Core Subrecipient 2008) b112/2007 9
advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees
for Personal Health Services section, Contractor shall accept reimbursement or
payment from DSHS as payment in full for services or goods provided to clients,
and Contractor agrees to not seek additional reimbursement or payment for services
or goods from clients.
ARTICLE VI ~ ALLOWABLE COSTS AND AUDIT
REQUIREMENTS
Section 6.01 Independent Audit. If Contractor within Contractor's fiscal year
expends a total amount of at least $500,000 in state funds awazded or at least
$500,000 in federal funds awarded, Contractor must have a single audit or program-
specific audit in accordance with the Office of Management and Budget (OMB)
Circ. No. A-133, the Single Audit Act of 1984, Pub. L. 98-502, 98 Stat. 2327, and
the Single Audit Act Amendments of 1996, Pub. L. 104-156,110 Stat. 1396. The
$500,000 federal threshold amount includes federal funds passed through by way of
state agency awards. The audit shall be conducted by an independent certified ,
public accountant and in accordance with applicable OMB Circulars, Government
Auditing Standards, and Uniform Grant Management Standards (UGMS) located
on the Internet at
http:/lwww.govemor.state.tx.us/divisions/state ants/guidelines/files/UGMS062004
.doc. Contractor shall procure audit services in compliance with state procurement
procedures, as well as with the provisions of UGMS. Contractor, unless Contractor
is a local government, shall not use the same accountant or accounting firm to
conduct the independent audit for more than five consecutive years.
Section 6.02 Allowable Costs. For services .satisfactorily performed pursuant
to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor
must have incurred a cost within the applicable term to be eligible for
reimbursement under this Contract and prior to claiming reimbursement. DSHS
shall determine whether costs submitted by Contractor are allowable and
reimbursable. If DSHS has paid funds to Contractor for unallowable or ineligible
costs, Contractor shall return the funds to DSHS within thirty (30) calendar days of
written notice. DSHS may withhold all or part of any payments to Contractor to
offset reimbursement for any ineligible expenditures that Contractor has not
refunded to DSHS, or if financial status report(s) required under the Financial
Status Reports Section are not submitted by the dates} 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) 611212007 10
Applicable Entity Applicable Cost Principles Audit Requirements Administrative
Re uirements
State, Local and OMB Circular A-87 OMB Circular A-133 UGMS, OMB
Tribal and UGMS Circular A-102,
Governments and applicable
Federal awarding
agency common
rule
Educational OMB Circular A-21 OMB Circular A-133 OMB Circular
Institutions and UGMS A-110 and
applicable
Federal awarding
agency common
rule
Non-Profit OMB Circular A-122 OMB Circular A-133 UGMS; OMB
Organizations and UGMS Circular A-110
and applicable
Federal awarding
agency common
rule
For-profit 48 C.F.R. Part 31, Program audit .UGMS and
Organization other Contract Cost Principles conducted by an applicable
than a hospital and Procedures, or uniform independent certified Federal awarding
an organization cost accounting standards public accountant in agency common
named in OMB that comply with cost accordance with rule
Circular A-122 as principles acceptable to the Governmental
not subject to that federal or state awarding Auditing Standards.
circular. a ency
OMB Circulars will be applied with the modifications prescribed by UGMS with
effect given to whichever provision imposes the more stringent requirement in the
event of a conflict.
Section 6.03 Submission of Audit.. Within thirty (30) calendar days of receipt
of the audit reports required by this section, Contractor shall submit one copy to the
Department's Contract Oversight and Support Section, and one copy to the Texas
Health and Human Services Commission (HHSC), Office of Inspector General
(OIG), at the following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
1100 West 49a' St.
Austin Texas 78756-3199
Texas Health and Human Services Commission
Office of Inspector General
Compliance/Audit Mail Code 1326
General Provisions (Core Subrecipient 2008) 6/12/2007 11
P.O. Box 85200
Austin, Texas 78708-5200
ARTICLE VII CONFIDENTIALITY.
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the
privacy and confidentiality of information and records received during or related to
the performance of this Contract, including patient and client records that contain
protected health information (PHI), and any other information that discloses
confidential personal information or identifies any client served by DSHS, in
accordance with applicable federal and state law and Rules, including but not
limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164; Health and
Safety Code Chapters 12, 47, 81, 82, 85, 88, 92,161,181, 241, 245, 251, 534, 576,
577, 596, 611, and 773; and Occupations Code, Chapters 56 and 1 S9 and all
applicable Rules.
Section 7.02 Use of PHI. If Contractor is subject to HIPAA privacy regulations
at 45 CFR Parts 160 and 164, Contractor may receive, use and disclose PHI, as
defined in 4S CFR § 164.501, only to carry out Contractor's duties under this
Contract in accordance with the regulations. When using or disclosing PHI or when
requesting PHI from another entity, Contractor must make reasonable efforts to
limit the PHI to the minimum necessary to accomplish the intended purpose of the
use, disclosure or request.
Section 7.03 Disclosure to Department. Contractor is required to disclose PHI
of patients or clients provided services funded through this Contract and other
confidential information to Department upon request, or as otherwise required in
other contract provisions or laws governing the release of client records or other
confidential information.
Section 7.04 Department Access to PHI. Contractor shall cooperate with
Department to allow Department to request, collect and receive PHI under this
Contract, without the consent of the individual to whom the PHI relates, for
funding, payment and administration of the grant program, and for purposes
permitted under applicable state and federal confidentiality and privacy laws,
including the Health Insurance Portability and Accountability Act (HIPAA) and the
Privacy Standards adopted to implement HIPAA at 45 C.F.R. pts.160 and 164, at §
164.512, and TEx. Occ. CODE ch. 159, at §§ 159.003 and 159.004.
Section 7.05 Exchange of Client-Identifying Information. Except as
prohibited by other law, Contractor and DSHS shall exchange PHI without the
consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Health and
Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law
or rules. Contractor shall disclose information described in Health and Safety Code
§ 614,017(a)(2) relating to special needs offenders, to an agency described in
Health and Safety Code §614.017(c) upon request of that agency, unless Contractor
documents that the information is not allowed to be disclosed under 45 CFR Part
General Provisions (Core Subrecipient 2008) 6/1212007 12
164 or other applicable law.
Section 7.06 Security of Patient or Client Records. Contractor must maintain
anent and client records in compliance with state and federal law relating to
P
security .and retention of medical or mental health and substance abuse patient
records. Department may require Contractor to transfer original or copies of patient
and client records to Department, without the consent or authonzation of the poa this
or clierit, upon termination of this Contract or a Program Attachrn~enatient or
Contract, as applicable, or if the care and treatment of the individu p
client is transferred to another entity. Prior to providing services funded under ~e
Contract to a patient or client, Contractor shall attempt to obtain consent fro entit
anent or client to transfer copies of patient or client records to anothe y
p
funded by DSHS upon termination of this Contract or a Program Attachment to Ss
Contract, as applicable, or if care or treatment is transferred to another DS
funded contractor.
Section 7.07 HIV/AIDS Model Workplace Guidelines. If providing dicies
client care, services, or programs, Contractor shall implement Department s powred
based on the HIV/AIDS (human immunodeficiency virus/acq
immunodeficiency syndrome) Model Workplace Guidelines for Businesses ducate
Agencies, and State Contractors, policy No. 090.021, and Contractor shall e
em loyees and clients concerning HIV and its related conditions, including Ao the
P
in accordance with the TEX. HEALTH & SAFETY CODE § 85.112-114. Ala at
Model Workplace Guidelines can be fo
htt~ I/www dshs state tx uslhivstd/policylpdfl090021.pdf.
ARTICLE VIII RECORDS RETENTION,
section 8.01 Retention. Contractor shall retain records in accordance wia at
Department's State of Texas Records Retention Schedululesloand other
htt ;/lwww.dshs.state.tx.us/recordslschedules.shtm, Department R
a livable state and federal statutes and regulations governing medical, mental
Pp
health, and substance abuse information. At a minimum Contractor shallT collected
preserve all other records, including financial records that are generated o
by Contractor under the provisions of this Contract, for a period of fo dicaid ethe
after the termination of the Contract. If services are funded through Mtractor shall
federal retention period, if more than four (4) years, shall apply. Con
retain all records pertaining to this Contract that are the subject of litigatauiid ~raan
audit until the litigation has ended or all questions pertaining to the retention
resolved. Legal requirements for Contractor may extend beyond
schedules established in this section. Contractor shall retain medical record~e
accordance with Tex Admin Code Title 22, Part 9, § 165.1(b) and (c) or o
a livable statutes and regulations governing medical information. Contractor shall
Pp
ensure that this provision concerning records retention is included in that
subcontract it awards. If Contractor ceases business operations, it shall ble be the
records relating to the Contract are securely stored and ~ ears cfrom they date
Department upon Department's request for at least four y
6112!2007 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, aswell asduly 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
conceming 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 REQUIItEMENTS.
Section 10.01 Child Abuse Reporting Requirement. This section apllowin
mental health and substance abuse contractors and contractors for the fo g
ublic health programs: HIV/STD; Family Planning (Titles V, X and X~; Primary
P
Health Care; Maternal and Child Health; and WIC Nutrition Services. idelines and
shall make a good faith effort to comply with child abuse reporting gu
re uirements in TEx. FAM. CODE ch. 261 relating to investigations of reports of
9
child abuse and neglect. Contractor shall develop, implement and enforce a wntten
olicy that includes at a minimum the Departments Child Abuse Screei~ ~ri
P
Documenting, and Reporting Policy for Contractors/Providers and train ~ on as
reporting requirements. Contractor shall use the Checklist f ldabusere ortin .
required by the Department located at www dshs state.tx.us/chi p Q
Contractor shall retain reporting documentation on site and make it available for
inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate
authorities, Contractor shall report to the Division Contract Management Um~t
assigned to the Program Attachment significant incidents involving ded ctlients
disruption of program operation or potentially affecting Department fun
or participants within seventy-two (72) hours of discovery.
section 10.03 Litigation. Contractor shall notify the Division Contract
Management Unit assigned to the Program Attachment of litigation related to or
affecting this Contract and to which Contractor is a party within seven (7) calenddto
days of becoming aware of such a proceeding. This includes, but is not hmite
an action, suit or proceeding before any court or governmental body, incluoi eg
environmental and civil rights matters, professional liability, and empl y
litigation. Notification shall include the names of the parties, nature of the litigation
and remedy sought, including amount of damages, if any.
Section 10.04 Action Against the Contractor. Contractor shall noti n ~ f
Division Contract Management Unit assigned to the Program Attachme state
Contractor has had a contract suspended or terminated for cause by an hall include
or federal department or agency or nonprofit entity. Such notifican f0~nation of the
the reason for such action that includes the name and e°datetof the contract, and
local, state or federal department or agency or entity, th as an or anization, has
the contract or case reference number. If the Cone dedror revoked by any local,
surrendered its license or has had its lic rnnonu ofit entity, it shall disclose this
state or federal department or agubmittin a one page description of the reason(s)
information to the Department by g
far such action that includes the name and contact information of the locala license
federal department or agency, or entity, the date of the license action, and
or case reference number.
6112/2007 1 S
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
Once (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://www.sao.state.tx.us.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor shall notify
in writing .the Division Contract Management Unit assigned to the Program
Attachment if it has reason to believe Contractor, or a person with ownership or
controlling interest in the organization or who is an agent or managing employee of
the organization, an employee or volunteer of Contractor, or a subcontractor has
engaged in any activity that would constitute a criminal offense equal to or greater
than a Class A misdemeanor or if such activity would reasonably constitute grounds
for disciplinary action by a state or federal regulatory authority, or has been placed
on community supervision, received deferred adjudication, or been convicted of a
criminal offense relating to involvement in any financial matter, federal or state
program or felony sex crime. Contractor shall make the reports required by this
section no later than three (3) working days from the date that the Contractor has
knowledge or reason to believe such activity has taken place.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any
person who reports a violation of, or cooperates with an investigation regarding,
any applicable law, rule, or standard to the SAO, the Department, another state
agency, or any federal, state or local law enforcement official.
Section 10.09 Documentation. Contractor shall maintain appropriate
documentation of all notices.
ARTICLE XI ASSURANCES AND CERTIFICATIONS.
Section 11.01 Certification. Contractor certifies by execution of this Contract to
the following:
General Provisions (Core Subrecipient 2008) 6/12/2007 16
a) it is not ineligible for participation in federal or state assistance
programs;
b) neither it, nor its principals, are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded
from participation in this transaction by any federal or state department
or agency;
c) it has not knowingly failed to pay a single substantial debt or a
number of outstanding debts to a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against
Contractor for collection of the balance of a debt;
e) it is in good standing with all state andlor federal agencies that have
a contracting or regulatory relationship with Contractor; and
f) that no person who has an ownership or controlling interest in
Contractor or who is an agent or managing employee of Contractor has
been convicted of a criminal offense related to involvement in any
program established under Medicare, Medicaid, or a federal block grant.
Where Contractor is unable to certify to any of the statements in this ArtiUl~~
Contractor shall submit an explanation to the Drvision Contract Manageme
assigned to the Program Attachment. If Contractor s status with respect to the items
certified above changes during the Contract, Contractor shall immediately notify the
Division Contract Management Unit assigned to the Program Attachment.
Section 11.02 Child Support Delinquencies. As required by TEX.FAM.CO da s
231.006, a child support obligor who is more than thirty (30) calendar y
delinquent in paying child support and a business entity in which the obligor is a
sole proprietor, partner, shareholder, or owner with an ownership interest of at le ds
twenty-five percent (25%) is not eligible to receive payments from stateed
under a contract to provide property, materials, or services or receive a state
grant or loan. If applicable, Contractor agrees to maintain its eligibility to recethe
payments under this Contract, certifies that it is not mehgible to receive
payments specified in this Contract, and acknowledges that this Contract may be
terminated and payment may be withheld if this certification is inaccurate.
Section 11.03 Authorization. Contractor certifies that it possesses legal authority
to contract for the services set forth in this Contract and that a resolution, motion or
similar action has been duly adopted or passed as an official act of the ContractorC~
governing body, authorizing the binding of the orgamzatlon under this c~ntrana d
including all understandings and assurances contained in this Contra ,
directing and authorizing the person identified as the authorized representative of
the Contractor to act in connection with the Contract and to provide such additional
information as may be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not
given, offered to give, nor intends to give at any time hereafter, any economic
opportunity, present or future employment, gift, loan, gratuity, special discount,
General Provisions (Core Subrecipient 2008) b/12/2007 17
trip, favor, service or anything of monetary value to a DSHS or HHSC official or
employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. Pursuant to TEx. Gov'T.
CooE 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 fi~rther 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 aze inaccurate.
Section 11.06 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and TEx. Bvs. &
COMM. CODE Section § 15.01, et seq. Contractor certifies that neither Contractor,
nor anyone acting for the Contractor has violated the antitrust laws of this. state or
federal antitrust laws, nor communicated directly or indirectly regarding the bid
with any competitor or any other person engaged in such line of business for the
purpose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it
shall initiate and complete the work under the Contract within the applicable time
frame prescribed in the Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF
CONTRACTOR.
Section 12.01 Board Training. If they have not already done so within the
preceding two (2) years, a majority of the board of directors of Contractor shall
review the Department's board training in the format provided by the Department
and shall verify in writing to the DSHS Contract Oversight and Support Section that
the review took place. Written verification shall be submitted no later than the end
of the first quarter of the Contract and shall be in the form required by the
Department. This review shall be completed at least every two (2) years of
consecutive funding from the Department, except that each member. of the
governing board of a Contractor that provides mental health services shall complete
the board training review initially and then annually. The training may be viewed
through the Contractor Board Training link on the DSHS website at
htt~:/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
501 c)(3) organizations as defined in the Internal Revenue Service Code as not-fort
fit or anizations. The responsibility of Contractor s governing board shal
pro g
include: accountability for all funds and materials received from Dedeand
compliance with Department Rules, policies, procedures, and applicable fe
am deficiencies
state laws and regulations; and correction of fiscal and progr'cesses. Further,
identified through self evaluation and Department s morutonng p
Contractor's governing board shall ensure separation of powers, duties, ane
functions of board members and staff. Staff members, including then bard.
director, shall not serve as voting members of the Contrs ctontained or referenced
Ignorance of any Contract provisions or other requiremen
in this Contract shall not constitute a defense or basis for waiving or appealing such
provisions or requirements.
Section 12.03 Management and Control Systems. Contractor shall mainta anand
appropriate contract administration system to insure that all terms, co~ tlfnancial
specifications are met. Contractor shall develop, implement, an~ em nts of UGMS
management and control systems that meet or exceed the Contractor's Financial
and adhere to procedures detailed in Dth De artment's web site:
Procedures Manual availabc~s aThose requirements shall include at a
htt :/lwww.dshs.state.tx.uslcontra
minimum:
a) financial planning, including the development of budgets that
adequately reflect all functions and resources necessary to carry out
authorized activities and the adequate determination of costs;
b) financial management systems including accurate, correct, of
complete accounting records that identify the source and ap ntract and
funds provided under each Program Attachment of this Co ,
that support the information contained in required financial reports; and
cost source documentation; and
c) effective internal and budgetary controls; determination of
reasonableness, allowableness, and allocability of costs; timely and
appropriate audits and resolution of any findings; billing and collection
policies; and a mechanism capable of billing and making reasonable
efforts to collect from clients and third parties.
Contractor shall maintain insurance or
Section 12.04 Iasurance and Bondinga ~~ De artment funds.
other means of replacing assets purchas p
Section 12.05 Fidelity Bond. Contractor is required to carry a fidelity bond ur
insurance coverage equal to the amount of funding provided under ids underc this
to $100,000 that covers each employee of Contractor handling ~ fidelit bond
Contract, including person(s) authorizing payment of such funds. The 1 an
or insurance shall provide for indemnification of losses occasioned by () y
fraudulent or dishonest act or acts committed by any of Contractor s emploo~ Banes,
either individually or in concert with others, and/or (2) failure of Contractor y
of its employees to perform faithfully hisllier duties or to account properly for all
6/1212007 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 and/or officers. This provision applies to entities that are organized as
non-profit corporations under the Texas Non-Profit Corporation Act; for-profit
corporations organized under the Texas Business Corporations Act; and any other
legal entity that is required under Texas law to have directors and/or officers.
Contractor shall maintain liability insurance coverage in an amount not less than the
total value of this Contract and that is sufficient to protect the interests of
Department in the event an actionable act or omission by a director or officer of
Contractor damages Department's interests.
Section 12.07 Overtime Compensation. Except as provided in this section,
Contractor shall not use any of the funds provided by this Contract to pay the
premium portion of overtime. Contractor shall be responsible for any obligations of
premium overtime pay due employees. Premium overtime pay is defined as any
compensation paid to an individual in addition to the employee's normal rate of pay
for hours worked in excess .of normal working hours. Funds provided under this
Contract may be used to pay the premium portion of overtime only under the
following conditions: 1) with the prior approval of DSHS; 2) temporarily, in the
case of an emergency or an occasional operational bottleneck; 3) when employees
are performing indirect functions, such as administration, maintenance, or
accounting; 4) in performance of tests, laboratory procedures, or similar operations
that are continuous in nature and cannot reasonably be interrupted or otherwise
completed; or 5) when lower overall cost to DSHS will result.
Section 12.08 Program Site. All Contractors shall ensure that the location where
services are provided is in compliance with all applicable local, state and federal
zoning, building, health, fire, and safety standards.
Section 12.09 Cost Allocation Plan. Contractor shall submit a Cost Allocation
Plan in the format provided in the Department's Contractor's Financial Procedures
Manual to the Department's Contract Oversight and Support Section at Mail Code
1326,1100 W. 49~`. St. Austin, Texas 78756, except under the circumstance where
a Contractor has a current Cost Allocation Plan on file with the Department.
Contractor shall implement and follow the applicable Cost Allocation Plan. If
Contractor's plan is the same as in the previous year, by signing this Contract,
Contractor certifies that its current Cost Allocation Plan for the current year is the
same as that submitted to DSHS for the previous year. In the event that the Cost
Allocation Plan changes during the Contract term, Contractor must submit a new
Cost Allocation Plan to the Contract Oversight and Support Section within 30
calendar days after the effective date of the change. Cost Allocation Plan must
comply with the guidelines provided in the Department's Contractor's Financial
Procedures Manual located at httpalwww.dshs.state.tx.uslcontracts.
General Provisions (Core Subrecipient 2008) 6/12/2007 20
Section 12.10 Reporting for Unit Rate and Fee For Service ontracts to
Contractor shall submit reports concerning unit rate and fee-for-service
the Department in accordance with the requirements stated in the Departmental
Contractor's Financial Procedures Manual located
http•/lwww dshs state.tx.us/contracts.
Section 12.11 Historically Underutilized Businesses (HUBS). If Contractor was
not required to submit a Ht1B subcontracting plan and if subcontracting is permitted
under this Program Attachment, Contractor is encouraged to make a good faith
effort to consider subcontracting with HUBs as set forth in TEx. Gov z CODE ch.
2161 and 1 TEX ADM. CODE § 111.12. Contractors may obtain a list of HUB tlae
http•llwww tbpc.state.tx.us. If Contractor has filed a HUB subcontracting pmake a
plan is incorporated by reference in this Contract. If Contractor desires to
change in the plan, Contractor must obtain prior approval from the Departmentve
HUB Coordinator of the revised plan before proposed changes will be ontract
under the Contract. Contractor agrees to make a good faith effort to subs HUB
with HUBs during the performance of this Contract and will repo
subcontract activity to the Department's HUB Coordinator by the 15a' day of each
month for the prior month's activity, if there was any such activity, in accordance
with 1 TEX. ADM CODE § 111.16(c). ,
Section 12.12 Buy Texas. Contractor shall purchase products and materials
produced in Texas when the products and materials are available at a price and time
comparable to products and materials produced outside of Texas as required by
TEx. Gov' z CODE § 215 5.4441.
Section 12.13 Contracts with Subrecipient Subcontractors. Contractor may
enter into contracts with subrecipient subcontractors unless restricted or otherwin~
prohibited in a specific Program Attachment(s). Prior to enteinn Attachment~amount,
equaling $25,000 or twenty-five percent (25%) of~~ n a royal from DSHS.
whichever is greater, Contractor shall obtain pP
Contracts with subcontractors shall be in writing and include the following:
a) Name and address of all parties;
b) A detailed description of the services to be provided;
c) Measurable method and rate of payment and total amount of contract;
d) Clearly defined and executable termination clause;
e) Beginning and ending dates that coincide with the dates of the applicable
Program Attachment(s) or cover a term within the beginning and ending dates
of the applicable Program Attachment(s);
f) Access to inspect the work and the premises on which any work is performed,
in accordance with the Access and Inspection Article in these General
Provisions; and
General Provisions (Core Subrecipient 2008) 6/12/2007 21
g) A copy of these General Provisions and a copy of the Statement of Work and
any Special Provisions in the Program Attachment(s) applicable to the
subcontract.
Contractor is responsible to DSHS for the performance of any subcontractor.
Contractor shall monitor both financial and programmatic performance and
maintain pertinent records that shall be available for inspection by DSHS.
Contractor shall ensure that subcontractors are fully aware of the requirements
placed upon them by state/federal statutes and regulations and under this Contract.
Contractor shall not contract with a subcontractor, at any tier, that is debarred or
suspended or excluded from or ineligible for participation in federal assistance
programs.
Section 12.14 Status of Subcontractors. Contractor shall require that all
subcontractors certify that they are in good standing with all state and federal
funding and regulatory agencies; are not currently debarred, suspended, or
otherwise excluded from participation in federal grant programs; are not delinquent
on any repayment agreements; have not had a required license or certification
revoked; and have not had a contract terminated by the Department. Contractors
shall further require that subcontractors certify that they have not voluntarily
surrendered within the past three (3}years any license issued by the Department.
Section 12.15 Incorporation of Terms. Contractor shall ensure that all written
agreements with subrecipient subcontractors incorporate the terms of this Contract,
and provide that the subcontractor is subject to audit by DSHS, HHSC and the
SAO.
Section 12.16 Independent Contractor. Contractor is an independent contractor.
Contractor shall direct and be responsible for the performance of its employees,
subcontractors, joint venture participants or agents. Contractor is not an agent or
employee of the Department or the State of Texas for any purpose whatsoever. For
purposes of this Contract, Contractor acknowledges that its employees,
subcontractors, joint venture participants or agents will not be eligible for
unemployment compensation from the Department or the State of Texas.
Section 12.17 Authority to Bind. The person or persons signing and executing
this Contract on behalf of Contractor, or representing themselves as signing and
executing this Contract on behalf of Contractor, warrant and guarantee that they
have been duly authorized by Contractor to execute this Contract for Contractor and
to validly and legally bind Contractor to all of its terms.
Section 12.18 Tax Liability. Contractor shall comply with all state and federal tax
laws and is solely responsible for filing all required state and federal tax forms and
making all tax payments. In the event that the Department discovers that
Contractor has failed to remain current on a delinquent liability to the IRS, the
Contract will be subject to remedies and sanctions under this Contract, including
immediate termination at the Department's discretion. In the event of Contract
General Provisions (Core Subrecipient 2008} 6/12/2007 22
termination under this section, the Department will not enter into a Contract with
Contractor for three (3}years from the date of termination.
Section 12.19 Notice of Organizational Change. Contractor shall submit
written notice to the Division Contract Management Unit assigned to ~ontra~ is
Attachment within ten business days of any change to the following. T artner•
name; contact information; key personnel, officer, director o p ,
organizational structure; legal standing; or authority to do business in Te rdance
change in Contractor's name requires an amendment to the Contract m acco
with the Amendments section of these General Provisions.
Section 12.20 Quality Management. Contractor shall comply with quality
management requirements as directed by the Department.
Section 12.21 Equipment and Controlled Assets Purchases. Equip/ lifetime of
an article of nonexpendable, tangible personal property having a us on actor must
more than one year and an acquisition cost of $5,000 or more. s e ardless of the
inventory equipment, and controlled assets, which mclud ~ on co t of $500 or more:
acquisition cost, and the following assets with an acgws
desktop and laptop computers, non-portable printers and copiers, emergency
management equipment, communication devices and systems, medical anri
laboratory equipment, and media equipment. Contractors on a cost reimburseme
ayment method shall comply with the requirements of the provisions in b s
p
Article concerning equipment. If purchase of equipment is approved in writing y
the Department, Contractor is required to initiate the purchase of that equipme lure
the first quarter of the Contract or Program Attachment term, as applicable. Fai
to initiate the urchase of equipment may result in loss of availability of funds for
P
the purchase of equipment. Requests to purchase previously approved equipment
after the first quarter of the Program Attachment must be submitted to the Division
Contract Management Unit assigned to the Program Attachment.
Section 12.22 Supplies. Supplies are defined as ,consumable items necessary to
carry out the services under this Contract including medical supplies, ddruangs,
janitorial supplies, office supplies, patient educational supplies, software, an y
items of tangible personal property other than those defined as equipment above.
Section 12.23 Changes to Equipment List. All items of equipment purchases
with funds under this Contract shall be itemized in Contractor s equipment list
finally approved by the Department in the executed Contract. Any changes to the
approved equipment list in the executed Contract shall be approved in writing y
Department prior to purchase of equipment. Contractor shall submit to the Divi tten
Contract Management Unit assigned to the Program Attachment, a wri
description including complete product specifications and need justification prior to
urchasing any item of unapproved equipment. If approved, Department will
P
acknowledge its approval by means of a .written amendment or by written
acceptance of Contractor's Contract Revision Request, as appropriate.
6/1212007 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-
11) is located on the DSHS website at
http•//www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall administer a
program of maintenance, repair, and protection of assets under this Contract so as to
assure their full availability and usefulness. In the event Contractor is indemnified,
reimbursed, or otherwise compensated for any loss of, destruction of, or damage to
the assets provided under this Contract, it shall use the proceeds to repair or replace
said assets. .
Section 12.25 Bankruptcy. In the event of bankruptcy, Contractor shall sever
Department property, equipment, and supplies in possession of Contractor from the
bankruptcy, and title shall revert to Department:
Section 12.26 Title to Property. At the conclusion of the contractual relationship
between the Department and the Contractor, for any reason, title to any remaining
equipment and supplies purchased from funds under this Contract reverts to
Department. Title may be transferred to any other party designated by Department.
The Department may, at its option and to the. extent allowed by law, transfer the
reversionary interest to such property to Contractor.
Section 12.27 Property Acquisitions. Department funds may not be used to
purchase buildings or real property. Any costs related to the initial acquisition of
the buildings or real property is not allowable.
Section 12.28 Disposition of Property. Contractor shall follow the procedures in
the American Hospital Association's (AHA's) "Estimated Useful Lives of
Depreciable Hospital Assets" in disposing, at any time during or after the Contract
term, of equipment or controlled assets purchased with the Department funds,
except when federal or state statutory requirements supersedes, or when the
equipment requires licensure or registration by the state, or when the acquisition
price of the equipment or controlled asset is equal to or greater than $10,000. All
other equipment and controlled assets not listed in the AHA reference (other than
equipment that requires licensure or registration or that has an acquisition cost equal
to or greater than $10,000) shall be controlled by the requirements of UGM. If,
prior to the end of the useful life, any item of equipment is no longer needed to
perform services under this Contract, or becomes inoperable, or if the equipment
requires licensure or registration or had an acquisition price equal to or greater than
$10,000, Contractor shall request disposition approval and instructions in writing
from the Department's Contract Oversight and Support Section, Mail Code 1326,
1100 W. 49 St., Austin, Texas 78756. After an item reaches the end of its useful
life, Contractor must ensure that disposition of any equipment is in accordance with
Generally Accepted Accounting Principles, and any applicable federal guidance.
General Provisions (Core Subrecipient 2008) 6/12/2007 24
Section 12.29 Closeout of Equipment. At the end of the term of a P seout~
Attachment that has no additional renewals or that will not. be renewed (Clo the
Contractor shall submit to the Divisions Contract Management Unit assigneri tfunds
Program Attachment, an inventory of property purchased wide Departm
and request disposition instructions for such property. All property purchased wi ~
Department funds shall be secured by the Contractor at the tune of Closeout an
shall be returned to the Department as required by the Department s disposition
instructions or at the request of the Department at the Contractor s expense.
Section 12.30 Assets as Collateral Prohibited. Contractors chased with
reimbursement payment method shall not encumber property pur
Department funds without prior written approval from the Department.
ARTICLE XIII GENERAL TERMS.
Section 13.01 Assignment. Contractor will not transfer, assign, or sell its interest,
in whole or in part, in this Contract, or in any equipment purchased with funds from
this Contract, without the prior written consent of the Department.
Section 13.02 Lobbying. Contractor shall comply with GOV. CODE §556.OOSa ,
which prohibits contractors who receive state funds from using those funds top y
lobbying expenses. Further, Contractor shall not use funds paid under this Contract
to pay any person for influencing or attempting to influence an officer or employee
of an a enc ,federal or state, a member of Congress, an officer or employee of
y g Y
Congress, or an employee of a member of Congress in connection with or
awarding of any contract or the extension, continuation, renewal, amendment,
modification of any contract (31 U.S.C.A. § 1352, as amended, and UGMS le with
any time this Contract exceeds $100,000 of federal funds, .Contractor sh acfhment a
the Division Contract Management Unit assigned to the Programin ttDisclosure
declaration containing the name of any registrant under the Lobby g
Act of 1995 who has made lobbying contacts on behalf of Contractor in connecte {
with the Contract, a certification that none of the funds providee of the antes of
have been or will be used for payment to lobbyists, and disclosur
any and all registered lobbyists with whom Contractor has an aft me of
Contractor shall file the declaration, certificarion, and disclosure at Contractor
application for the Contract; upon execution of the Contract unless
previously filed a declaration, certification, or disclosure form in connection with
the award; and at the end of each calendar quarter in which there occurs any even
that materially affects the accuracy of the information contained in any declaratwho
certification, or disclosure previously filed. Contractor shall require any person
requests or receives a subcontract to file the same declaration, certification, and
disclosure with the Division Contract Management Unit assigned to the 1Porbo~ ianm
Attachment. Contractor shall also comply, as applicable, with the ~ 2 g
restrictions and requirements in OMB Circulars A-122 Attachment B paragrap ,
A-87 Attachment B section 27; A-110 section_.27 and A-21 paragraphs 17 and 24.
Contractor shall include this provision in any subcontracts.
6/1212007 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 linvted 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 parry is a person or entity related to the Contractor by blood
or marriage, common ownership or any association that permits either to
significantly influence or direct the actions or policies of the other. The Contractor,
for purposes of reporting transactions between related parties, includes the entity
contracting with the Department under this Contract as well as the chief executive
officer, chief financial officer and program director of the Contractor. Contractor
shall comply with TEx. Gov'T CODE ch. 573. Contractor shall maintain records and
supply any additional information requested by the Department, regarding a
transaction between related parties, needed to enable the Department to determine
the appropriateness of the transaction pursuant to applicable state or federal law,
regulations or circulars, which may include 45 C.F.R. part 74, OMB Circ. No. A-
110 (Rev. 11/19/93, as further amended 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
Contractor must give DSHS and the State of Texas, as well as any person
designated by DSHS and the State of Texas, all assistance required to perfect the
rights defined herein without chazge or expense beyond those amounts payable to
Contractor for goods provided or services rendered under this Contract.
(c) If federal funds aze used to finance activities supported by this Contract that
result in the production of intellectual property, the federal awarding agency
reserves aroyalty-free, nonexclusive, and irrevocable license to reprod ent
publish, or otherwise use, and to authorize others to use, for feder dgunder this
purposes (1) the copyright in any intellectual property develope t to which a
Contract, including any subcontract and (2) any nghts of copyngh
Contractor purchases ownership with contract funds. Contractor shall plae~ as
acknowledgment of federal awazding agency grant support and a disclaim ,
appropriate, on any publication written or published with such support and, if
feasible, on any publication reporting the results of or describingtha`This
supported activity. An acknowledgment shall be to the effect
publication was made possible by grant number from (federal awardinm
a enc " or "The project described was supported by grant number frthe
(federal awarding a enc "and "Its contents are solely the responsibility of era/
authors and do not necessarily represent the official views of the fe( d
awardin a enc ." t to Contractor, DSHS
(d) In the event the terms of a federal grant award the cop d~ evocable license to
reserves aroyalty-free, nonexclusive, worl u~tliorizeothers to use, for DSHS,
reproduce, publish or otherwise use, anncommercial oses (1) the copyright,
public health, and state governmental no P~
discovery, or
trademark, service mark, and/or patent on an inveon~io o~sition of matter;
improvement to any process, machine, manufacture, or c p
gy; trade secrets; and computer
products; technolo scientific informati tnsub ant or contract under a grant
software, in any work developed under a ~an service or trade marks or patents to
or subgrant; and (2) any nghts of copyng ,
which a grantee, subgrantee or a Contractor purchases ownership with contract
funds.
(e) If the results of the contract performance are subject to copyright law, t of
Contractor cannot publish those results without prior review and approvalion
DSHS. Contractor shall submit requests for review and approval to the Divis
Contract Management Unit assigned to the Program Attachment.
Section 13.06 Other Intangible Property. At the conclusion of the contractun~
relationship between Department and the Contractor, for any reason, D n ~ ble
tab/
shall have the sole ownership rights and interest in all non-copyngh as a s ecific
property that was developed, produced or obtained by Contractor p
requirement under the Contract or under any grant that funds this Contract, s t hanads
domain names, URLs, etc. Contractor shall cooperate with Departure to the
perform all actions necessary to transfer ownership of ,such prop rty
Department or its designee, or otherwise affirm Department s ownership rights and
interest in such property. This provision shall survive the termination or expiration
of the Contract.
6/12/2007 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) 6/12/2007 28
Contractor's request for certain budget revisions or other amendments must .on
submitted in writing, Including a justification for the request, to the Divisi
Contract Management Unit assigned to the Program Attachment; and if a budgoe~
revision or amendment is requested during the last quarter of the Contract
program Attachment term, as applicable, Contractor s written justification must
include a reason for the delay in making the request. Revision or amendment
requests may be granted at the discretion of DSHS. Except as otherwise provided
in this Article, Contractor shall not perform or produce, and DSHS shall not pay fo~
the performance or production of, different or additional goods, services, w°ed in
products except pursuant to an amendment of this Contract that is execut
compliance with this Section; and DSHS may not waive any term, covenant, or
condition of this Contract unless by amendment or otherwise in compliance with
this Section.
Section 13.16 Contractor's Notification of Change to Certain Contract
Provisions. The following changes may be made to the Contract without a written
amendment or the Department's prior approval:
1) Contractor's contact person and contact information.
2) Contact information for key personnel, as stated in the application.
3) Cumulative budget line item transfers that exceed 10% among dir contract
categories other than the equipment category, of cost re abul'~ emt tal bud et
Program Attachments of less than $100,000, provided th g
amount is unchanged.
4) Minor corrections or clarifications to the Contract language that in no way alter
the Contract scope of work, objectives or performance measures.
5) A change in the Contractor's share of the budget concerning non-DSHS. ~anme
other than program income and match, regardless of the amount of the c g ,
provided that in changing the budget, Contractor is not supplanting DSHS.funds.
Contractor within ten days shall notify in writing the Divisioenumerated
Management Unit assigned to the Program Attachment of any change
in this section. The notification may be by letter, fax or email.
Section 13.17 Contractor's Request for Revision of Certain Contract
Provisions. The following changes to the Contract may be made through a
Contractor's Revision Request, rather than through the amendment process:
1) Cumulative budget line item transfers among direct cost categories other than the
equipment category that exceed 10% of cost reimbursement contract Program
Attachments of $100,000 or more, provided that the total budget amount is
unchanged.
2) Line item transfer of funds for direct payment of training allowances for any cost
reimbursement contract.
3) Change in clinic hours or location.
4) Change in equipment list substituting an item of equipment equivalent to an it ~m
of equipment on the approved budget, (Ex. purchase of XYZ brand compu
1 Provisions Core Subrecipient 2008) 611212007 29
Genera
instead of approved ABC brand computer with essentially identical features as the
XYZ computer).
5) Changes in the equipment category of a previously approved equipment budget
(other than acquisition of additional equipment, which requires an amendment to
the Contract}.
6) Changes specified in applicable cost principles as requiring prior approval,
regardless of dollar threshold.
7) Changes to community sites, independent school districts or schools, in substance
abuse Program Attachments.
In order to request a revision of any of the enumerated provisions, Contractor shall
obtain a Contract Revision Request form from the DSHS website and complete the
form as directed by the Department. Two copies of the completed form must be
signed by Contractor's representative who is authorized to sign contracts on behalf
of Contractor, and both original, signed forms must be submitted to the Division
Contract Management Unit assigned to the Program Attachment. Any approved
revision will not be effective unless signed by the DSHS Director of Client Services
Contracting Unit. A separate Contractor Revision Request is required for each
Program Attachment to be revised. Circumstances of a requested contract revision
may indicate the need for a Contract amendment with written justification rather
than a contract revision.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE
THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED
TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF
TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT
DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF
LAW.
Section 13.19 Hold Harmless. Contractor, as an independent contractor, agrees to
hold Department, the State of Texas, individual state employees and officers, and
the federal government harmless and to indemnify them from any and all liability,
suits, claims, losses, damages and judgments, and to pay all costs, fees, and
damages to the extent that such costs, fees, and damages arise from performance or
nonperformance of Contractor, its employees, subcontractors, joint venture
participants or agents under this Contract.
Section 13.20 Waiver. Acceptance by either party of partial performance or failure
to complain of any action, non-action or default under this Contract shall not
constitute a waiver of either party's rights under the Contract.
Section 13.21 Contracting with Executive Head of State Agency. If Contractor
currently or subsequently employs a current or former executive head of DSHS,
Texas Department of Health, Texas Department of Mental Health and Mental
Retardation or Texas Commission on Alcohol and Drug Abuse, Contractor shall
submit the following information to the Division Contract Management Unit
assigned to the Program Attachment:
General Provisions (Core Subrecipient 2008} 6/12/2007 30
(a) Name of Executive;
(b} Name of State Agency;
(c) Date of Separation from State Agency, if separated;
(d) Date of Employment with Contractor; and to com 1 with TEx. Gov'T. CODE §
(e) Other information as required by DSHS p y
669.003.
Section 13.22 Technology Accessibility. If performance under this Contract
includes the development, modification or maintenance of a website for DSHSa~e
for the public on behalf of DSHS, Contractor expressly acknowledges ~amated
funds may not be expended in connection with the purchase o and aet0 lator
information system unless that system meets certain statutory gu Y
requirements relating to accessibility by persons with blindness, visual impairments,
visual accuity less than 20170, deafness, diminishing hearing, inability to speak or a
lack of fine motor control (collectively "affected persons"). AccordmSHS
rovided to D
Contractor represents and warrants to DSHS that the technology p
for purchase is capable, either by virtue of features included within the technology
or because it is readily adaptable by use with other technology, of:
a. Providing equivalent access for effective use by affected persons;
b. Presenting information, including prompts used for interdictive
communications, in formats intended for use by affected persons, an
c. Being integrated into networks for obtaining, retrieving, and disseminating
information used by affected persons.
For purposes of this section, the phrase "equivalent access" means a substantialby
similar ability to communicate with or make use of the technology, either directch as
features incorporated within the technology or by other reasonable means su
assistive devices or services that would constitute reasonable accommodations ~dof
the Americans with Disabilities Act or similar state or federal laws. Examp ed to
methods by which equivalent access maybe provided include, but are not lim ,
keyboard alternatives to mouse commands and other means of navigating graphicce
displays, information retrieval provided in an enhanced auditory fashion, voi
commands, touch screen capacity, and customize display appearance.
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES
FOR NON-COMPLIANCE.
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions
that constitute breach of contract include, but are not limited to, the following:
611212007 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 are available to the Department against Contractor and any entity that
subcontracts with Contractor for provision of services or goods. HHSC OIG may
investigate, audit and impose or recommend imposition of sanctions to Department
for any breach of this Contract and may monitor Contractor for financial
compliance. The Department may impose one or more sanctions for each item of
noncompliance and will determine sanctions on a case-by-case basis. Contractor is
responsible for complying with all of the terms of this Contract. The listing of or
use of one or more of the remedies listed below does not relieve Contractor of any
obligations under the Contract. A state or federal statute, rule or regulation, or
federal guideline will prevail over the provisions of this Article unless the statute,
rule, regulation, or guideline can be read together with the provision(s) of this
Article to give effect to both. If the Contractor breaches this Contract by failing to
comply with one or more of the terms of this Contract, including but not limited to
compliance with applicable statutes, rules or regulations, the Department may take
one or more of the actions listed below:
General Provisions (Core Subrecipient 2008} 6/ 12/2007 32
a) terminate the Contract or a Program Attachment of the Contract as it
relates to a specific program type. In the case of termination, the
Department will inform Contractor of the termination no less than thirty-
one (31) calendar days before the effective date of the termination in a
notice of termination. The notice of termination will state the effecti if
date of the termination, the reasons for the termination, and,
applicable, alert the Contractor of the opportunity to request a h eanardin
the termination pursuant to TEx. Gov'T CODE ch. 2105 g g
administration of Block Grants. The Contractor agrees that it shall not
make any claim for payment ar reimbursement for services provided
from the effective date of termination;
b} suspend all or part of this Contract. Suspension is, depending on thoe
context, either (1) the temporary withdrawal of Contractor s authority
obligate funds pending corrective action by Contractor or its
subcontractors} or pending a decision to terminate or amend the
Contract, or (2) an action taken by a suspending official in accordance
with Department rules to immediately exclude a person n onm
participating in contract transactions for a penod of time, pe g
completion of an investigation and such legal or debarment proceedi ed
as may ensue. Contractor may not bill DSHS for services perform
during suspension, and Contractor costs resulting from obligations
incurred by Contractor during a suspension are not allowable unless
expressly authorized by the notice of suspension;
c) deny additional or future contracts or renewals with Contractor;
d) reduce funding if the Contractor fails to provide services or goods
consistent with performance expectations described in the Contract;
e) disallow (deny both use of funds and matching credit for) all or part
of the activities or action not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash
payments means the temporary withholding of a working cap
advance, if applicable, or reimbursements or payments to Contractor fof
proper charges or obligations incurred, pending resolution of issues
noncompliance with conditions of this Contract or indebtedness to the
United States or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of
cash payment means that Department retains funds billed by Contractor
for (1) unallowable, undocumented, disputed, inaccurate~~p Contract
erroneous billings; (2) material failure to comply
provisions; or (3) indebtedness to the United States or to the State of
Texas;
h) declare the Contract void upon the Department's determination that
the Contract was obtained fraudulently or upon the Departments
determination that the Contract was illegal or invalid from the Contract s
inception and demand repayment of any funds paid under the Contract;
General Provisions (Core Subrecipient 2008) 6/12/2007 33
i) request that Contractor be removed from the Centralized Master
Bidders List (CMBL) or any other state bid list, and bar it from
participating in future contracting opportunities with the State of Texas;
j) delay contract execution with Contractor while other imposed or
proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will
be placed on accelerated monitoring for a period not to exceed six (6)
months at which time items of noncompliance must be resolved or
substantial improvement shown by Contractor. Accelerated monitoring
means more frequent or more extensive monitoring will be performed by
Department than would routinely be accomplished;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by
Contractor;
n) require additional, more detailed, financial andlor 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) b112/2007 34
the written response shall state how Contractor shall correct the noncompliance or
demonstrate in writing that the findings on which the remedies or sanction(s) If
based are either invalid or do not warrant the remedies or sanction(sed or
Department determines that a remedy or sanction is warranted, unless the re~ el e
sanction is subject to review under a federal or state statute, regulation or g ,
Department's decision is final. Department shall provide written n ntracto~
Contractor of Department's decision. If required by the Department, Co
shall take corrective action.
De artment may
Section 14.04 Emergency Action. ~ an of thi g Contract, temporarily or
immediately terminate or suspend tsl denp ontract renewal or future contract
permanently withhold cash paymen , y
awards, or delay contract execution by delivering written notice to Contractor,
any verifiable method, stating the reason for the emergency action.
"emergency" is defined as the following:
a) Contractor is noncompliant and the noncompliance has a dire
adverse impact on the public or client health, welfare or safet d ma
direct adverse impact may be programmatic or financial an y
include failing to provide services, providing inadequate se~ubl c
providing unnecessary services, or utilizing resources so that e of work
or clients do not receive the benefits contemplated by the scop
or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency ~n the
determined by Department on a case-by-case ..basis and will be based upo
nature of the noncompliance or conduct.
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.
Section 15.01 Breach of Contract Claim. The process for a breach of comment
claim against the Department provided far in Chapter 2260 of Texas be used b
1431-1.447 shall y
Code and implemented in the rules at 2S TAC breach of contract claim against
DSHS and Contractor to attempt to resolve any
DSHS.
Section 15.02 Notice. Contractor's claims for breach of this Contract that the
parties cannot resolve in the ordinary course of business shall be submitted ntTOnent
negotiation process provided in Chapter 2260, subchapter B, Texas Gove
Code. To initiate the process, Contractor shall submit written notice, as required by
subcha ter B, to DSHS's Office of General Counsel. The notice shall specifical y
p
state that the provisions of Chapter 2260, subchapter B, are being invoked. A coanpyd
of the notice shall also be given to all other representatives of DSHS case
Contractor. Subchapter B is a condition precedent to the filing of a contested
proceeding under Chapter 2260, subchapter C, Texas Government Code.
6/12/2007 3 S
General Provisions (Core Subrecipient 2008)
Section 15.03 Sole Remedy. The contested case process provided in Chapter
22b0, subchapter C, Texas Govemment 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 Nat Suspended. Neither the occurrence of an event
nor the pendency of a claim constitutes grounds for the suspension of performance
by Contractor, in whole or in part.
ARTICLE XVI TERMINATION.
Section 16.01 Expiration of Contract or Program Attachment(s). Contractor's
service obligations set forth in each Program Attachment shall end upon the
expiration date of that Program Attachment unless extended or renewed by written
amendment. Prior to completion of the term of all Program Attachments, all or a
part of this Contract may be terminated with or without cause as set forth below.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal
of Contractor's authority to obligate previously awarded funds before that authority
would otherwise expire or the voluntary relinquishment by Contractor of the
authority to obligate previously awarded funds. Contractor costs resulting from
obligations incurred by Contractor after termination of an award are not allowable
unless expressly authorized by the notice of termination. Upon termination of this
Contract or Program Attachment, as applicable, Contractor shall cooperate with
DSHS to the fullest extent possible to ensure the orderly and safe transfer of
responsibilities under the Contract or Program Attachment, as applicable, to DSHS
or other entity designated by DSHS. Upon termination of all or part of this
Contract, Department and Contractor will be discharged from any further obligation
created under the applicable terms of this Contract or the Program Attachment, as
applicable, except for the equitable settlement of the respective accrued interests or
obligations incurred prior to termination and for Contractor's duty to cooperate with
DSHS. Termination does not, however, constitute a waiver of any remedies for
breach of this Contract. In addition, Contractor's obligations to retain records and
maintain confidentiality ofinformation shall survive this Contract.
Section 1 b.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
or noncom eting continuation, renewal, extension, or supplemental
competing P
or 4 voiding of a contract upon determnation that the award was obtaine
award, ( )
fraudulently, or was otherwise illegal or invalid from inception.
Section 16.04 Termination Withou a eathis'Contract or a Program Attachment,
a) Either Party may termin
30 calendar days prior written notice
as applicable, with at least thirty ( actor seeks to terminate a Contract
to the other Party, except that if Con
or Pro am Attachment that involves residential client servicaess
~'
Contractor must give the Department at least ninety (90} calendarclient
prior written notice and must submit a transition plan to ensure
services are not disrupted.
b The Parties may terminate this Contract or a Program Attachment by
mutual agreement.
c Either Party may terminate this Contract or a Program Attae other
) 30 calendar days prior written notice to th
with at least thirty ( ) lack of
party in the event funds become unavailable through ams or
appropriations, budget cuts, transfer of funds be~tleie Ap ropriations
health and human services agencies, amendm nss or any ds ruption of
Act, health and human services console act or Pro ram Attachment
current appropriated funding for this Contr pro ram Attachment
d) Department may terminate this Contract or a g
immediately when, in the sole determination of Department, termination
is in the best interest of the State of Texas.
- ma terminate for material
Section 16.05 Termination For Cause. Either Partdar da s written notice to the
breach of this Contract with at least Y (3 ontract in whole or in part, for breach
other Party. Department may terminate this C
act or for any other conduct that jeopardizes the Contract objectives, uct
of contr
'vin at least thirty (30) calendar days written notice to Contractor. Such con
gi g
may include one or more of the following:
a court of competent jurisdiction finds that Contractor has failed to hdh ne
-(a) ublic authority g
to any laws, ordinances, rules, regulations or orders of any p
jurisdiction;
Contractor fails to communicate with Department or fails to allow itass
(bm to ees or those of its subcontractor to communicate with Department
epy
necessary to the performance of this Contract;
ontractor breaches a standard of confidentiality with respect to the
(c) C
services provided under this Contract;
De arrinent determines that Contractor is without sufficient personnle or
(d) P
resources to perform under this Contract or that Contractor is othxerise ade uate
unwilling to fulfill any of its requirements under the Contract ore q
control over expenditures or assets;
611212007 37
General Provisions (Core Subrecipient 2008)
(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;
(fl Department determines that the Contract includes financial participation
by a person who received compensation from DSHS to participate in developing,
drafting or preparing the specifications, requirements or statement(s) of work or
Solicitation Document on which this Contract is based in violation of Gov. Code
§2155.004;
(g) Contractor appears to be financially unstable. Indicators of financial
instability may include one or more of the following:
1. Contractor fails to make payments;
2. Contractor makes an assignment for the benefit of its creditors;
3. Contractor admits in writing its inability to pay its debts generally as they
become due;
4. if judgment for the payment of money in excess of $50,000 (which is not
covered by insurance) is rendered by any court or governmental body against
Contractor, and Contractor does not (a) discharge the judgment or (b) provide for its
discharge in accordance with its terms, or (c) procure a stay of execution within
thirty (30) calendar days from the date of entry of the judgment, and within the
thirty (30)-day period or a longer period during which execution of the judgment
has been stayed, appeal from the judgment and cause. the execution to be stayed
during such appeal while providing such reserves for the judgment as may be
required under generally accepted accounting principles;
5. a writ or warrant of attachment or any similar process shall be issued by any
court against all or any material portion of the property of Contractor, and such writ
or warrant of attachment or any similar process is not released or bonded within
thirty (30) calendar days after its entry;
6. Contractor is adjudicated bankrupt or insolvent;
7. Contractor files a case under the Federal Bankruptcy Code or seeks relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction,
whether now or hereafter in effect, or consents to the filing of any case or petition
against it under any such law;
8. any property or portion of the property of Contractor is sequestered by court
order and the order remains in effect for more than thirty (30) calendar days after
Contractor obtains knowledge thereof;
9. a petition is filed against Contractor under any state reorganization,
arrangement, insolvency, readjustment of debt, dissolution, receivership or
liquidation law of any jurisdiction, whether now or hereafter in effect, and such
petition is not dismissed within thirty (30) calendar days;
10. Contractor consents to the appointment of a receiver, trustee, or liquidator of
Contractor or of all or any part of its property; or
General Provisions (Core Subrecipient 2008} 6/12/2007 38
ntractor's management system does not meet the UGMS management
(h) Co
standards.
tice of Termination. Either Party may deliver written notice of
Section 16.Ob No ryes notice .of rts
intent to terminate by any verifiable method. If either P~Yand Contractor will
intent to terminate all or a part of this Contract, Departm
e an issues related to the anticipated termination in good faith
attempt to resole y
during the notice period.
AND TERMINATED
ARTICLE XVII VOID, SUSPEND TS.
CONTRAC
hold this Contract void upon
Section 17.01 Void Contracts. Depa~ fraudulently or was otherwise illegal or
determination that the award was obtai
invalid from its inception.
ffect of Void, Suspended, or Involuntarily Terminahas
Section 17.02 E to a contract with DSHS that
Contract. A Contractor who has beeon ~ rrr~inated for cause is not eligible for
been found to be void, suspended,
current contracts, if any, or new contracts or renewals until the
expansion of
ent has determined that Contractor has satisfactorily resolved is found to
Departm
underl ing the suspension or termination. Additionally, if this Contrac
Y
be void, any amount paid is subject to refund.
2105302, after receiving
Section 17.03 Appeals Rights. Pursuant to Gov. Code §
De artment of termination of a contract with DSHS funded bey
notice from the p re nest an administrative hearing under Go
block grant funds, Contractor may y
Code Chapter 2001.
ARTICLE XVIII CLOSEOUT AND CONTRACT
RECONCILIATION
1 Cessation of Services At Closeout. Upon expiration of the C and or
Section 18.0 renewals of the Contr
or Program Attachment, as applicable, (and any
chment on its own terms, Contractor shall cease services under lth ~
Program Atta )
Pro ram Attachment and shall cooperate with DSHS to the ful the
Contract or g
tent ossible to ensure the orderly and safe transfer of responslbe vin notice of
ex p DSHS. Upon rec g
Contract to DSHS or other entity designated o ynon-renewal, the Contractor agrees
Contract or Program Attachment termination
be in to transition recipients of services to alternative servic s
to immediately g
' ers as needed. Contractor also agrees to completely cease proved ~ grmenation
proved ,
er the Contract or Program Attachment by the date specified in th~o~ed after
and
ornon-renewal notice. Contractor shall not bill DSHS foAttachmente or incur any
termination or expiration of the Contract or Pro A~ hment is terminated or has
additional expenses once the Contract or on ~~ al of this Contract or a Program
expired. Upon termination, expiration or n
ntractor shall immediately initiate Closeout activities described in
Attachment, Co
6112/2007 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 2008) 6/12/2007 40
CONTRACT N0.2008-024100-
PROGRAMATTACHMENT N0.001
PURCHASE ORDER N0.
CONTRACTOR: PARIS-LAMAR COUNTY HEALTH DEPARTMENT
DSHS PROGRAM: CHS -Prenatal Services
TERM: 09101 /2007 THRU: 08/31 /2008
SECTION I. STATEMENT OF WORK
Contractor shall provide or assure the provision of prenatal services for Title V-eligible
clients. Contractor shall provide services approved in the Contractor's application or shall
have an established referral relationship with a qualified provider of prenatal services.
Contractor shall comply with all applicable federal and state laws, rules, regulations,
standards and guidelines in effect on the beginning date of this contract Attachment
unless amended, including but not limited to:
• Title V of the Social Security Act, 42 USC § 701, et seq.
The following documents are incorporated by reference and made a part of this contract
Attachment. These include:
• DSHS FY08Title VFee-For-Service Prenatal Contract Application;
• Contractor's response to DSHS' FY 08 Title VFee-for-Service Prenatal Contract
Application;
• Title V Policies and Procedures Manual for Title V Maternal and Child Health
Services, revised for FY07 or latest revision;
• DSHS Department of State Health Services Standards for Public Health Clinic
Services, revised August 2004, or latest revision;
• DSHS Core Tool On-Site Evaluation Report, revised for 2007, and Core Tool
Monitoring Instructions, FY2007; or latest revision; and
• DSHS Title V Maternal, Child Health, Dysplasia, Family Planning On-site
Evaluation Report, revised for 2007, and Title V Tool Monitoring Instructions,
FY2007; or latest revision.
Within thirty (30) days of receipt of an amended standard(s) or guideline(s), Contractor
shall inform DSHS Program, in writing, if it shall not continue performance under this
contract Attachment incompliance with the amended standard(s) or guideline(s). DSHS
may terminate the contract Attachment immediately or within a reasonable period of time
as determined by DSHS.
PROGRAM ATTACHMENT -Page
DSHS Health Service Regional Director or designee, as coordinator of regional services,
will assist DSHS staff in providing direction to Contractor. DSHS personnel may, from
time to time, provide technical assistance and training to Contractor. Contractor shall
cooperate with DSHS staff to attain the goals of policy application, coordinated services,
and quality assurance.
SECTION II. PERFORMANCE MEASURES:
The following performance measure(s) will be used to assess, in part, the Contractor's
effectiveness in providing the services described in this contract Attachment, without
waiving the enforceability of any of the other terms of the contract.
Contractor shall provide services to clients who receive services in the following
county(ies)larea: Lamar.
At least 25% of the total amount of this contract Attachment shall be for services
provided to Title V eligible individuals ages one (1) through twenty-one (21) by
Contractor.
SECTION III. SOLICITATION DOCUMENT: N/A
SECTION IV. RENEWALS: NIA.
SECTION V. PAYMENT METHOD: Fee-for-Service
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13)
and acceptable supporting documentation for reimbursement of the required
services/deliverables. Vouchers and supporting documentation should be mailed or
submitted by fax or electronic mail to the addresseslnumberbe1ow.
Department of State Health Services
Claims Processing Unit
M.C. 1947
1100 West 49~' Street
PO Box 149347
Austin, Texas 78714-9347
The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the
Claims Processing Unit is (512) 458-7442. The email address is
invoicesna dshs.state.tx.us.
SECTION VII. BUDGET:
SOURCE OF FUNDS: CFDA # 93.994 and State
PROGRAM ATTACHMENT -Page 2
Contractor shall adhere to the current schedule of allowable services and rates as
referenced in the Policies and Procedures Manual for Title V Maternal and Child Health
Services.
Total payments will not exceed $10,000.00.
SECTION VIII. SPECIAL PROVISIONS:
For purposes of this contract Attachment only, the following provisions shall apply:
General Provisions, Compliance and Reporting Article, Section 1.03, is revised to
include:
Contractor shall submit:
• Title V MCH Prenatal Monthly Aggregate Activity Report, in conjunction
with each monthly billing request. Each report shall detail the total
unduplicated number of clients seen for the first time within a service
category type during the contract period by age, and race/ethnicity. Billing
requests will not be processed for payment by DSHS unless accompanied
by a complete corresponding aggregate report;
• A Request for Advance or Reimbursement Form 270 (Form GC-10), or
the form specified in the Contractor's Financial Procedures Manual, no
later than sixty (60) days after the end of the contract Attachment term;
and,
• Other reports as deemed necessary by DSHS, upon reasonable notice to
Contractor.
General Provisions, Compliance and Reporting Article, Section 1.05 is revised to
include:
Eligibility: All individuals considered for Title V eligibility must be screened
and determined eligible using a DSHS or Title Vprogram-approved screening
process as updated in the spring of each year when federal poverty levels and
eligibility determination forms are revised.
General Provisions, Services Article, Section 2.05, is revised to include:
Co-pay: Contractor may assess a co-pay from clients who receive services under
this contract Attachment. A co-pay shall not be assessed from such clients if their
family income is at or below 100% of the most recently defined federal poverty
level. A co-pay assessment may not exceed 25% of the amount DSHS pays
Contractor for the provision of a given service, A client shall not be denied
services due to inability to pay.
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Contractor shall make reasonable efforts to investigate and apply for all other
sources of third party funding available to, or identified by, the patient before
submitting DSHS Program claims for allowable costs.
General Provisions, Services Article, is revised to include:
Pharmacy: If Contractor is dispensing and/or providing prescription
medications, e.g., birth control pills, antibiotics, etc., on site, it shall have, at a
minimum, a Class D pharmacy license as provided by the Texas Pharmacy Act,
Occupations Code, Chapter 560, or shall dispense and/or provide such
medications in compliance with other pharmacy statutes with prior approval from
DSHS.
General Provisions, Funding Article, Section 3.05, is revised to include:
Program Income maybe collected and retained by Contractor so long as it is used
to provide services specified in the scope of work detailed in this contract
Attachment. The use of Program Income shall be reported on the monthly billing
vouchers for services provided to Title V eligible clients.
General Provisions, Payment Methods and Restrictions Article, Section 4.02, is revised
to include:
Contractor's contract amount under this contract Attachment is a ceiling against
which it may bill, on afee-for-service basis, for the provision of allowable
services to Title V eligible clients. Only allowable services provided to Title V
eligible clients may be billed against this ceiling. The current schedule of
allowable services and rates, as well as Title V eligibility requirements, may be
modified at the sole discretion of DSHS with thirty (30) days written notice to
Contractor. The notice will provide Contractor with an opportunity to terminate
this contract Attachment should the modification include a reduction in rates.
Contractor shall have thirty (30) days from receipt of this notice to exercise the
option for termination. If the Contractor does not exercise the option during the
thirty (30) day time period, Contractor shall be deemed to have waived the option.
A Request for "Advance or Reimbursement", Form 270 (Form GC-10), or the
form specified in the Contractor's Financial Procedures Manual, is due no later
than sixty (60) days after the end of the contract Attachment term. This report
shall be marked "Final".
Billing Requirements: Contractor shall bill DSHS on a monthly basis for
allowable services provided to Title V eligible clients. Bills for all allowable
services shall be submitted as aggregate activity reports with a DSHS Monthly
Reimbursement Request and shall not refer to or identify individual clients.
Contractor shall bill within thirty (30) days after the end of the month in which
services were provided or within sixty (60) days incases of potentially Medicaid
eligible individuals who are denied eligibility by the Health and Human Services
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Commission. All bills shall be submitted within sixty (60) days of the end of the
contract Attachment term.
In billing DSHS, Contractor shall certify that all billed services have been
provided only to individuals who have been determined to be eligible for Title V
services. DSHS will pay Contractor for all acceptable vouchers submitted up to
Contractor's contract ceiling amount. Billing vouchers submitted outside of the
time frames indicated above shall be subject to disallowance.
Billing Activity: DSHS shall distribute funds in a way that will maximize the
delivery of authorized services to eligible clients. DSHS will monitor Contractor's
billing activity. If utilization is below that projected in Contractor's contract
ceiling amount, shown in SECTION VII. BUDGET, Contractor's ceiling may be
subject to a decrease for the remainder of the contract Attachment period.
Contractor may be subject to contract ceiling amount decreases if Contractor's
billing activity is less than projected.
DSHS may pay for additional services as specified in this contract Attachment if
provided by Contractor during the term of this contract Attachment (but not
otherwise paid during the term of this contract Attachment) if it is in the best
interest of the State and the DSHS Program to do so, and if funds are available. If
Contractor exceeds the ceiling amount of the contract Attachment, Contractor
shall continue to bill DSHS for the services provided. DSHS may pay for these
additional services if funds become available at a later date.
General Provisions, Terms and Conditions of Payment Article, Section 5.04 is replaced with
the following:
Contractor shall accept reimbursement or payment from DSHS and any applicable
fees from clients for clinical health services as payment in full for services or
goods provided to clients. Contractor agrees to not seek additional reimbursement
or payment for services or goods from clients other than applicable fees for
clinical health services.
General Provisions, Allowable Costs and Audit Requirements, is revised to include:
DSHS shall include in any financial audits of state funds received by Contractor
under this contract Attachment a review to ensure compliance with the
requirements of Department of State Health Services Rider 77, General
Appropriations Act, 80th Legislature.
General Provisions, Access and Inspection Article, Section 9.01, is revised to include:
Contractor shall allow DSHS to conduct on-site quality assurance reviews as
deemed necessary by DSHS. Unsatisfactory review findings may result in
implementation of General Provisions, Breach of Contract and Remedies for Non-
Compliance Article.
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General Provisions, Assurances and Certifications Article, Section 11.01, is revised to
include:
If appropriate, Contractor certifies that neither the Contractor, nor any individual who
has a direct or indirect ownership or controlling interest of 5% or more of the
Contracting Agency, nor any officer, director, agent or managing employee (e.g.
general manager, business manager, administrator, director, or like individual who
exercises operational or managerial control over the Contractor or who directly or
indirectly conducts the day-to-day business of the Contractor is an entity or individual
who:
• Has been convicted of any offense under 42 U.S.C. § 1320a-7(b)(1)-(3);
• Has had a civil monetary penalty assessed under 42 U.S.C. § 1320a and/or 42
U.S.C. § 1320a-8; or,
• Has been excluded from participation in a program under 42 U.S.C. § 1395 et
seq.; or under a State health care program.
If the foregoing statement is not true, Contractor shall submit adisclosure/ownership
form to DSHS. Contractor shall immediately notify the DSHS in writing, in the event
that the foregoing statement changes during the term of this contract Attachment. A
false statement regarding Contractor's status will be treated as a material
misrepresentation.
General Provisions, Operations of Contractor Article, Section 12.19, is revised to
include:
Contractor shall notify the Performance Management Unit, Contract Management
Branch, of any clinic site information changes, e.g., changes in contact person,
hours of operation, address, Texas Provider Identification (TPI) number, and the
closure, relocation, andlor opening of clinic site(s).
PROGRAM ATTACHMENT -Page 6