HomeMy WebLinkAboutResolution - 2010-R0383 - Interlocal Agreement For Emerging Public Health Threats - DSHS - 08_26_2010Resolution No. 2010-RO383
August 26, 2010
Item No. 5.1.4
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, an interlocal agreement (RLSS LPHS
FY 'I1) with the State of Texas' Department of State Health Services (DSHS) to obtain
grant funding for services or goods to improve or strengthen the local public health
capacity to respond to both emerging and continuing public health threats. Said interlocal
agreement is attached hereto and incorporated in this Resolution as if fully set forth
herein and shall be included in the minutes of the Council.
Passed by the City Council this August 26 2010.
TOMRTIN, MAYOR
ATTEST:
ebe a Garza, City Secre ary
APPROVED AS TO CONTENT:
1 0 � ORO, a I I I
Bri get Faulkenberry,
Health Department Director
QXCDOC%RESJnterlocal Agreement-DSHS RLSS FY 11 7,20.10.doc
Resolution No. 2010-RO383
DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2011-035549 (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 CITY
OF LUBBOCK 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 $108,204.00, 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 09/01/2010 and ends on 08/31/2011. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2011-035549-001 RLSS-LOCAL PUBLIC HEALTH SYSTEM
c. General Provisions (Sub -recipient)
d. Solicitation Document(s). N/A
e. Contractor's response(s) to the Solicitation Document(s). N/A
f. Exhibits attached.
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.
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF LUBBOCK
Address: PO BOX 2000
LUBBOCK, TX 79408
Vendor Identification Number: 17560005906001
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES
Un
Signature of Authorized Official
-gI3�
Date
Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
CITY OF LUBBOCK HEALTH DEPARTMENT
Byr-dyn-ri��
Signature
August 26, 2010
Date
Tom Martin, Mayer
Printed Name and Title
1902 Texas Avenue
Address
Lubbock, TX 79411
City, State, Zip
806-775-2945
Telephone Number
113
Bob.Burnette0- dshs.state.tx.us x
E-mail Address for O icial Correspondence
B UU1010'r APPROVED AS TO CONTENT
A„i1�1aq(�
Resolution No, 2010-R0383
DOCUMENT NO.2011-035549-
ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000363940
CONTRACTOR: CITY OF LUBBOCK HEALTH DEPARTMENT
DSHS PROGRAM: RLSS-LOCAL PUBLIC HEALTH SYSTEM
TERM: 09/01/2010 THRU: 08/31/2011
SECTION I. SCOPE OF WORK:
CONTRACTOR shall improve or strengthen local public health infrastructure within the State of
Texas by:
• Developing objective(s) to address a public health issue;
• Utilizing resources provided through this contract Attachment to conduct activities and
services that provide or support the delivery of essential public health services;
• Assessing, monitoring, and evaluating the essential public health activities and services
provided- through-this-P-rogram—Atz-aehment,-and
• Developing strategies to improve the delivery of essential public health service(s) to
identified service area.
These tasks shall be performed in accordance with Department of State Health Services (DSHS)
Division for Regional and Local Health Services Interlocal Application. The assessment and/or
evaluation activities must include measurable standards. Acceptable standards include the National
Public Health Performance Standards approved by the Centers for Disease Control and Prevention,
Performance Standards developed by the Texas Association of Local Health Officials, Healthy
People 2010, and any federal, state or local law or regulation governing the delivery of essential
public health services. Other evaluation methods utilizing standards not listed in this Program
Attachment must be pre -approved by DSHS.
CONTRACTOR shall comply with all applicable federal and state laws, rules, regulations and
standards including, but not limited to, the following:
Chapter 23-11 of the Healthy People 2010;
Section 121.002, Texas Health & Safety Code, definition of ten essential public health
services;
• Government Code, Section 403.1055, "Permanent Fund for Children and Public Health".
CONTRACTOR shall not use funds from the Permanent Fund for Children and Public Health for
lobbying expenses under the Government Code, Section 403.1067.
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CONTRACTOR shall comply with all applicable regulations, standards, and guidelines in effect on
the beginning date of this Program Attachment.
DSHS shall inform CONTRACTOR in writing of any changes to applicable federal and state laws,
rules, regulations, standards and guidelines. CONTRACTOR shall comply with the amended law,
rule, regulation, standard or guideline except that CONTRACTOR shall inform DSHS Program in
writing if it shall not continue performance under this contract Attachment within thirty (30) days of
receipt of an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment
immediately or within a reasonable period of time as determined by DSHS.
SECTION II. PERFORMANCE MEASURES
CONTRACTOR shall complete the PERFORMANCE MEASURES as stated in the
CONTRACTOR'S FYI I Local Public Health Service (LPHS) Service Delivery Plan, and as agreed
upon by DSHS, hereby attached as Exhibit A.
CONTRACTOR shall provide activities and services as submitted by CONTRACTOR in the
following county(ies)/area: Lubbock
SECTION III. SOLICITATION DOCUMENT: Exempt — Governmental Entity
SECTION IV. RENEWALS: N/A
SECTION V. PAYMENT METHOD: Cost Reimbursement
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and
include acceptable supporting documentation of the required services/deliverables if indicated in the
attached Exhibit A. Vouchers and supporting documentation can be faxed to Claims Processing Unit
at (512) 458-7442. The email address is invoices@dshs.state.tx.us.
Invoices and supporting documentation shall be submitted to the following address:
Department of State Health Services
Fiscal Claims Processing Unit
P.O. Box 149347, MC 1940
Austin, Texas 78714-9147
SECTION VII. BUDGET:
SOURCE OF FUNDS: State and CFDA#93.991
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SECTION VIII. SPECIAL PROVISIONS:
General Provisions, Section 1.03 Reporting Article, are revised to include the following paragraph:
Contractor shall submit quarterly and final performance reports that describe progress toward
achieving the objectives contained in approved Contractor's Service Delivery Plan and any written
revisions. Contractor shall submit the performance reports by the end of the month following the
end of each quarter, in a format to be provided by DSHS. Failure to submit a required report of
additional requested information by the due date specified in the Program Attachment (s) or upon
request constitutes breach of contract, may result in delay payment, and may adversely affect
evaluation of Contractor's future contracting opportunities with the department. Reports should be
sent electronically to: LocalPHTeam@dshs.state.tx.us or by facsimile to 512-458-7154. A copy of
the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional
Director. The report signature page should be sent via mail to:
DSHS Regional and Local Health Services
Attn: Local Services Team
1100 West 491h Street
P.O. BOX 149347 MC1908
Austin, Texas, 78714-9347.
General Provisions, Section 4.05 Financial Status Reports (FSRs). Article is revised to include
the following paragraph:
Contractor shall submit a copy of the quarterly FSRs to the Contract Management Unit in addition
to Accounts Payable by the thirtieth calendar day of the month following the end of each quarter of
the Program Attachment term for Program review. Reports should be sent electronically to:
LocalPHTeam@dshs.state. tx.us, or may be sent via mail to DSHS Regional and Local Health
Services —MC 1908, Attn: Local Services Team, 1100 West 49th Street, Austin, Texas, 7 875 6, or by
facsimile to 512-458-7154.
General Provisions, Section 12.01 Responsibilities and Restrictions Concerning Governing
Board, Officers and Employees, is not applicable to this program Attachment.
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EXHIBIT A
Texas Department of State Health Services
Local Health Department: City of Lubbock
FY 2011 Request for Local Public Health Services Funds
Project Service Delivery Plan
Contract Term: September 1, 2010 through August 31, 2011
Indicate in this plan how requested Local Public Health Services (LPHS) contract funds will be used to address a public health issue through essential public
health services. The plan should include a brief description of the public health issue(s) or public health program to be addressed by LPHS funded staff, and
measurable objective(s) and activities for addressing the issue. List only public health issues/programs, objectives and activities conducted and supported by
LPHS funded staff. List at least one objective and subsequent required information for each public health issue or public health program that will be addressed with
these contract funds. The plan must also describe a clear method for evaluating the services that will be provided, including identification of a specific evaluation
standard, as well as recommendations or plans for improving essential public health services delivery based on the results of the evaluation. Complete the table
below for each public health issue or public health program addressed by LPHS funded staff. (Make additional copies of the table as needed)
Public Health Issue: Briefly describe the public health issue to be addressed. Number issues if more than one issue will be addressed.
Knowledge regarding disease transmission, treatment, and prevention of notable conditions.
Essential Public Health Service(s): List the EPHS(s) that will be provided or supported with LPHS Contract funds
EPHS #2: Diagnose and investigate health problems and health hazards in the community.
EPHS #1: Monitor health status to identify community health problems.
EPHS #3: Inform, educate, and empower people about health issues.
Objective(s): List at least one measurable objective to be achieved with resources funded through this contract. Number all objectives to match
issue being addressed. Ex: 1.1, 1.2, 2.1, 2.2, etc.)
Ensure that cases are distributed for case interviews within 2 working days after receipt from reporting agency.
Ensure that clients and contacts of clients with a notifiable condition receive treatment and education regarding the disease
process.
Performance Measure: List the performance measure that will be used to determine if the objective has been met. List a performance measure for
each objective listed above.
100% of clients and contacts of clients with a notifiable condition will receive education and treatment (when indicated) according to
the Texas Department of State Health Services protocol..
Activities List the activities conducted to meet the
Evaluation and Improvement Plan List the standard
Deliverable Describe the tangible
proposed objective. Use numbering system to
and describe how it is used to evaluate the activities conducted.
evidence that the activity was
designate match between issues/programs and
This can be a local, state or federal guideline.
completed.
objectives.
Conduct case investigation and
Centers for Disease Control, Texas Department of State Health
Completed files and case investigation
education/treatment for notifiable
Services Notifiable Conditions Rules and Regulations, and the
forms on all reported notifiable
conditions
City of Lubbock Health Department Disease Surveillance Policy
conditions.
and Procedure Manual.
Review of completed investigation
forms upon submission with
improvement plans created as needed.
2011.-035549-001
Categorical Budget:
PERSONNEL
FRINGE BENEFITS
TRAVEL
EQUIPMENT
SUPPLIES
CONTRACTUAL
OTHER
TOTAL DIRECT CHARGES
INDIRECT CHARGES
TOTAL
",DSHS S94A
CONTRACTOR SHARE
OTH ER{M C
Total reimbursements will not exceed $108,204.00
$79,477.00
$28,727.00
$0.00
$0.00
$0.00
$0.00
$0.00
$108,204.00
$0.0,0,�
$108,204.00
$108,204.00
$0.00
=$0.00 1
Financial status reports are due: 12/30/2010, 03/30/2011, 06/30/2011, 10/31/2011
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE
AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or an employee of any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with the awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,
an officer or employee of Congress, or an employee of a member of Congress in connection with this
federal contract, grant. loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,
loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each
such failure.
Signature
TOM MARTIN, Mayor
Print Name of Authorized Individual
2011-035549
Application or Contract Number
CITY OF LUBBOCK HEALTH
DEPARTMENT
Organization Name
August 26, 2010
Date
CSCU # EF29-12374 - Revised 08.10.07
Resolution No. 2010-R0383
. ' Fiscal Year 2011 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
ARTICLE I
COMPLIANCE AND REPORTING.....................................................................11
Section 1.01
Compliance with Statutes and Rules.................................................................1
Section 1.02
Compliance with Requirements of Solicitation Document . ............................I
Section1.03
Reporting.............................................................................................................1
Section 1.04
Client Financial Eligibility.................................................................................I
Section 1.05
Applicable Contracts Law and Venue for Disputes . ........................................ I
Section 1.06
Applicable Laws and Regulations Regarding Funding Sources . ...................I
Section 1.07
Statutes and Standards of General Applicability ..............................................2
Section 1.08
Applicability of General Provisions to Interagency and Interlocal Contracts.
.................................................................................................................................4
Section 1.09
Civil Rights Policies and Complaints................................................................5
Section 1.10
Licenses, Certifications, Permits, Registrations and Approvals.....................5
ARTICLEII SERVICES.................................................................................................................5
Section 2.01 Education to Persons in Residential Facilities..................................................5
Section2.02 Disaster Services..................................................................................................5
Section 2.03 Consent to Medical Care of a Minor.................................................................5
Section2.04 Telemedicine Medical Services..........................................................................6
Section 2.05 Fees for Personal Health Services.....................................................................6
Section 2.06 Cost Effective Purchasing of Medications........................................................6
Section 2.07 Services and Information for Persons with Limited English Proficiency. ....6
ARTICLEIII FUNDING..................................................................................................................7
Section 3.01 Debt to State and Corporate Status..................................................................7
Section3.02 Application of Payment Due..............................................................................7
Section3.03 Use of Funds........................................................................................................7
Section 3.04 Use for Match Prohibited...................................................................................7
Section3.05 Program Income..................................................................................................7
Section3.06 Nonsupplanting...................................................................................................7
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..................................................8
Section4.01 Payment Methods................................................................................................8
Section4.02 Billing Submission...............................................................................................8
Section 4.03 Final Billing Submission.....................................................................................8
Section 4.04 Working Capital Advance..................................................................................8
Section 4.05 Financial Status Reports(FSRs)........................................................................8
Section4.06 Third Party Payors.............................................................................................9
ARTICLE V TERMS AND CONDITIONS OF PAYMENT......................................................9
Section5.01 Prompt Payment.................................................................................................9
Section5.02 Withholding Payments.......................................................................................9
Section 5.03 Condition Precedent to Requesting Payment...................................................9
Section5.04 Acceptance as Payment in Full........................................................................10
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS.................................10
General Provisions (Core Subrecipient) 2011
• FiscaI Year 2011 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section6.01 Allowable Costs.................................................................................................10
Section 6.02 Independent Single or Program -Specific Audit.............................................11
Section 6.03 Submission of Audit.........................................................................................12
ARTICLE VII CONFIDENTIALITY........................................................................................12
Section 7.01 Maintenance of Confidentiality.......................................................................12
Section 7.02 Department Access to PHI and Other Confidential Information . ...............12
Section 7.03 Exchange of Client -Identifying Information..................................................12
Section 7.04 Security of Patient or Client Records..............................................................13
Section 7.05 HIV/AIDS Model Workplace Guidelines.........................................................13
ARTICLE VIII
RECORDS RETENTION..................................................................................13
Section8.01
Retention............................................................................................................13
ARTICLE IX
ACCESS AND INSPECTION...............................................................................14
Section9.01
Access...............................................................................................................14
Section 9.02
State Auditor's Office.......................................................................................14
Section 9.03
Responding to Deficiencies...............................................................................14
ARTICLE X
NOTICE REQUIREMENTS.................................................................................14
Section 10.01
Child Abuse Reporting Requirement..............................................................14
Section 10.02
Significant Incidents.........................................................................................15
Section10.03
Litigation............................................................................................................15
Section10.04
Action Against the Contractor.........................................................................15
Section10.05
Insolvency..........................................................................................................15
Section 10.06
Misuse of Funds and Performance Malfeasance............................................15
Section 10.07
Criminal Activity and Disciplinary Action.....................................................16
Section 10.08
Retaliation Prohibited......................................................................................16
Section10.09
Documentation..................................................................................................16
ARTICLE XI
ASSURANCES AND CERTIFICATIONS..........................................................16
Section11.01
Certification.......................................................................................................16
Section 11.02
Child Support Delinquencies...........................................................................17
Section11.03
Authorization.....................................................................................................18
Section 11.04
Gifts and Benefits Prohibited...........................................................................18
Section 11.05
Ineligibility to Receive the Contract................................................................18
Section11.06
Antitrust.............................................................................................................18
Section 11.07
Initiation and Completion of Work.................................................................18
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR .......................18
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees..........................................................................................................18
Section 12.02 Management and Control Systems..................................................................19
Section12.03 Insurance...........................................................................................................19
Section12.04 Fidelity Bond.....................................................................................................20
Section 12.05 Liability Coverage.............................................................................................20
General Provisions (Core Subrecipient) 2011 2
Fiscal Year 2011 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section12.06
Overtime Compensation...................................................................................20
Section12.07
Program Site......................................................................................................20
Section 12.08
Cost Allocation Plan.........................................................................................21
Section 12.09
Employee/Volunteer Background Screening.................................................21
Section 12.10
Historically Underutilized Businesses(HUBs).................................................21
Section12.11
Buy Texas...........................................................................................................21
Section 12.12
Contracts with Subrecipient and Vendor Subcontractors . ...........................21
Section12.13
Status of Subcontractors..................................................................................22
Section 12.14
Incorporation of Terms in Subrecipient Subcontracts..................................22
Section12.15
Independent Contractor...................................................................................22
Section 12.16
Authority to Bind..............................................................................................22
Section12.17
Tax Liability......................................................................................................23
Section 12.18
Notice of Organizational Change....................................................................23
Section12.19
Quality Management........................................................................................23
Section 12.20
Equipment (Including Controlled Assets) Purchases....................................23
Section12.21
Supplies..............................................................................................................23
Section 12.22
Changes to Equipment List..............................................................................23
Section 12.23
Property Inventory and Protection of Assets.................................................24
Section12.24
Bankruptcy........................................................................................................24
Section12.25
Title to Property................................................................................................24
Section12.26
Property Acquisitions.......................................................................................24
Section 12.27
Disposition of Property.....................................................................................24
Section12.28
Closeout of Equipment.....................................................................................25
Section 12.29
Assets as Collateral Prohibited........................................................................25
ARTICLE XIII GENERAL TERMS............................................................................................25
Section13.01
Assignment.........................................................................................................25
Section13.02
Lobbying............................................................................................................25
Section13.03
Conflict of Interest............................................................................................26
Section 13.04
Transactions Between Related Parties............................................................26
Section13.05
Intellectual Property.........................................................................................26
Section 13.06
Other Intangible Property.................................................................................27
Section13.07
Severability and Ambiguity.............................................................................27
Section13.08
Legal Notice.......................................................................................................27
Section13.09
Successors..........................................................................................................28
Section13.10
Headings.............................................................................................................28
Section13.11
Parties.................................................................................................................28
Section13.12
Survivability of Terms......................................................................................28
Section13.13
Direct Operation...............................................................................................28
Section13.14
Customer Service Information........................................................................28
Section13.15
Amendment.......................................................................................................28
Section 13.16
Contractor's Notification of Change to Certain Contract Provisions.
........29
Section 13.17
Contractor's Request for Revision of Certain Contract Provisions. ...........29
Section13.18
Immunity Not Waived......................................................................................30
Section 13.19
Hold Harmless and Indemnification...............................................................30
General Provisions (Core Subrecipient) 2011 3
• ' Fiscal Year 2011 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section13.20
Waiver................................................................................................................30
Section 13.21
Electronic and Information Resources Accessibility and Security Standards.
................................................................................................................................30
,
Section13.22
Force Majeure...................................................................................................31
Section13.23
Interim Contracts..............................................................................................31
ARTICLE XIV
BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE...
...............................................................................................................................31
Section 14.01
Actions Constituting Breach of Contract.......................................................31
Section14.02
General Remedies and Sanctions....................................................................32
Section 14.03
Notice of Remedies or Sanctions......................................................................33
Section14.04
Emergency Action.............................................................................................34
ARTICLE XV
CLAIMS AGAINST THE DEPARTMENT....................................................34
Section15.01 Breach of Contract Claim................................................................................34
Section15.02 Notice..................................................................................................................34
Section15.03 Sole Remedy......................................................................................................35
Section15.04 Condition Precedent to Suit.............................................................................35
Section 15.05 Performance Not Suspended............................................................................35
ARTICLE XVI TERMINATION.................................................................................................35
Section 16.01
Expiration of Contract or Program Attachment(s).......................................35
Section16.02
Effect of Termination.......................................................................................35
Section 16.03
Acts Not Constituting Termination.................................................................35
Section16.04
Termination Without Cause..............................................................................36
Section16.05
Termination For Cause......................................................................................36
Section16.06
Notice of Termination.......................................................................................37
ARTICLE XVII
VOID, SUSPENDED, AND TERMINATED CONTRACTS .........................37
Section17.01
Void Contracts..................................................................................................37
Section 17.02
Effect of Void, Suspended, or Involuntarily Terminated Contract . ............37
Section17.03
Appeals Rights...................................................................................................38
ARTICLE XVIII
CLOSEOUT.......................................................................................................38
Section18.01
Cessation of Services At Closeout.
...................................................................38
Section18.02
Administrative Offset.......................................................................................38
Section18.03
Deadline for Closeout.......................................................................................38
Section18.04
Payment of Refunds..........................................................................................38
Section 18.05
Disallowances and Adjustments.
.....................................................................38
General Provisions (Core Subrecipient) 2011 4
ARTICLE I COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its
subcontractor(s) to comply, with the requirements of the Department's rules of general applicability
and other applicable state and federal statutes, regulations, rules, and executive orders, as such
statutes, regulations, rules, and executive orders currently exist and as they may be lawfully amended.
The Department rules are located in the Texas Administrative Code, Title 25 (Rules). To the extent
this Contract imposes a higher standard, or additional requirements beyond those required by
applicable statutes, regulations, rules or executive orders, the terms of this Contract will control.
Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms
of any contract provisions DSHS is required to include in its contracts under legislation effective at
the time of the effective date of this Contract or during the term of this Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in
these General Provisions or the Program Attachment(s), Contractor shall comply with the
requirements, eligibility conditions, assurances, certifications and program requirements of the
Solicitation Document, if any, (including any revised or additional terms agreed to in writing by
Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any
subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to
the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's
response to the Solicitation Document constitutes a breach of this Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting
requirements established by the Department and shall provide any other information requested by the
Department in the format required by DSHS. Failure to submit a required report or additional
requested information by the due date specified in the Program Attachment(s) or upon request
constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and
remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's
future contracting opportunities with the Department.
Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial
eligibility criteria, financial assessment procedures and standards developed by the Department to
determine client eligibility.
Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to
contract formation, performance, interpretation, and any issues that may arise in any dispute between
the Parties, this Contract will be governed by, and construed in accordance with, the laws of the State
of Texas. In the event of a dispute between the Parties, venue for any suit will be Travis County,
Texas.
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,
federal statutes and regulations, including federal grant requirements applicable to funding sources,
will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders,
regulations and policies, as well as Office of Management and Budget (OMB) Circulars, the Uniform
Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform
Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by
the Governor's Budget, Planning and Policy Division. UGMA and UGMS can be located through
General Provisions (Core Subrecipient) 2011
web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor also
shall comply with all applicable federal and state assurances contained in UGMS, Part III, State
Uniform Administrative Requirements for Grants and Cooperative Agreements §_,.14. If applicable,
Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and
Human Services Grants Policy Statement, both of which may be located through weblinks on the
DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. For contracts funded by block
grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for
reviewing and complying with all applicable statutes, rules, regulations, executive orders and
policies. To the extent applicable to Contractor, Contractor shall comply with the following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent
amendments) that collectively prohibit discrimination on the basis of race, color, national
origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities,
age, substance abuse, political belief or religion: 1) Title VI of the Civil Rights Act of 1964,
42 USC §§ 2000d et seq.; 2) Title 1X of the Education Amendments of 1972, 20 USC §§
1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USC §
794(a); 4) the Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5) Age
Discrimination Act of 1975, 42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7)
45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment
Opportunity E.O. 11246; 9) Tex. Lab. Code Chapter 21; 10) Food Stamp Act of 1977 (7 USC
§ 200 et seq.; 11) Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal
treatment and opportunity for religious organizations; and 12) DSHS Policy AA-5018, Non-
discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug
abuse;
c) Public Health Service Act of 1912, §§ 523 and 527,42 USC § 290dd-2, and 42 CFR Part 2,
relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 USC § 1324a, regarding employment
verification;
f) Pro -Children Act of 1994, 20 USC §§ 6081-6084, and the Pro -Children Act of 2001, 20 USC
§ 7183, regarding the non-use of all tobacco products;
g) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL 93-
348 and PL 103-43), regarding human subjects involved in research;
h) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of
1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum
hours;
j) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
k) Texas Workers' Compensation Act, Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin.
Code Part 2, regarding compensation for employees' injuries;
General Provisions (Core Subrecipient) 2011 2
1) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the
regulation and certification of clinical laboratories;
m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,
29 CFR § 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for
handling blood borne pathogens;
n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment
of laboratory animals;
o) environmental standards pursuant to the following: 1) Institution of environmental quality
control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-
4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of
Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order
11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal
Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3)
Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation
of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the
Flood Disaster Protection Act of 1973 (PL 93-234); 5) Assurance of project consistency with
the approved State Management program developed under the Coastal Zone 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 of drinking water under the Safe Drinking Water
Act of 1974, 42 USC §§ 300f-300j; 8) Protection of endangered species under the Endangered
Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean
air implementation plans under the Clean Air Act of 1955, 42 USC §§7401 et seq.; 10) Wild
and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.) related to protecting certain rivers
system; and 11) Lead -Based Paint Poisoning Prevention Act (42 USC §§ 4801 et seq.)
prohibiting the use of lead -based paint in residential construction or rehabilitation;
p) Intergovernmental Personnel Act of 1970 (42 USC §§4278-4763) regarding personnel merit
systems for programs specified in Appendix A of the federal Office of Program
Management's Standards for a Merit System of Personnel Administration (5 CFR Part 900,
Subpart F);
q) Titles H and III of the Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (PL 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 USC §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18
USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-333),
regarding labor standards for federally -assisted construction subagreements;
s) National Historic Preservation Act of 1966, § 106 (16 USC § 470), Executive Order 11593,
and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.)
regarding historic property to the extent necessary to assist DSHS in complying with the Acts;
t) financial and compliance audits in accordance with Single Audit Act Amendments of 1996
and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit
Organizations;"
u) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); and
v) requirements of any other applicable state and federal statutes, executive orders, regulations,
rules and policies.
General Provisions (Core Subrecipient) 2011
If this Contract is funded by a grant or cooperative agreement, additional state or federal
requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein
by reference.
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions will not apply to Contractors that
are State agencies or units of local government; and certain additional provisions will apply to such
Contractors.
a) The following sections or portions of sections of these General Provisions will not apply to
interagency or interlocal contracts:
1) Hold Harmless and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the
word "employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05;
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity);
7) Debt to State and Corporate Status, Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency
contracts only).
b) The following additional provisions will apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected
agencies of State government; (2) the proposed arrangements serve the interest of efficient
and economical administration of the State government; and (3) the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the Constitution of
the State of Texas to be supplied under contract given to the lowest responsible bidder;
and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health &
Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority
to enter into and perform this Contract.
c) The following additional provisions will apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act, Tex. Gov. Code Chapter 791;
2) Payments made by DSHS to Contractor will be from current revenues available to DSHS;
and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for
Revision to Certain Contract Provisions section), when signed by a duly authorized
representative of Contractor, will 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 body.
General Provisions (Core Subrecipient) 2011 4
Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the
Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's
civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any
civil rights complaints received relating to performance under this Contract no more than ten (10)
calendar days after Contractor's receipt of the claim. Notice must be directed to —
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll -free phone (888) 388-6332
Phone (512) 438-4313
TTY Toll -free (877) 432-7232
Fax (512) 438-5885
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall
obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to
conduct its business and to perform the services under this Contract. Failure to obtain or any
revocation, surrender, expiration, non -renewal, inactivation or suspension of any such license,
certification, permit, registration or approval constitutes grounds for termination of this Contract or
other remedies the Department deems appropriate. Contractor shall ensure that all its employees,
staff and volunteers obtain and maintain in active status all licenses, certifications, permits,
registrations and approvals required to perform their duties under this Contract and shall prohibit any
person who does not hold a current, active required license, certification, permit, registration or
approval from performing services under this Contract.
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 as 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. Contractor shall carry out disaster services in the manner most
responsive to the needs of the emergency, be cost-effective, and be least intrusive on Contractor's
primary services.
Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or through contracts
General Provisions (Core Subrecipient) 2011 5
with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to
treatment is obtained pursuant to Tex. Fam. Code Chapter 32, relating to consent to treatment of a
child by a non -parent or child or pursuant to other state law. If requirements of federal law relating to
consent directly conflict with Tex. Fam. Code Chapter 32, federal law supersedes state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with
written procedures and using a protocol approved by Contractor's medical director and using
equipment that complies with the equipment standards as required by the Department. Procedures for
providing telemedicine service must include the following requirements:
a) clinical oversight by Contractor's medical director or designated physician responsible for
medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at
the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their
licenses;
f) demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures timely
access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided
by electronic means under Rule § 448.911.
Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule
of fees for personal health services in accordance with the provisions of Tex. Health & Safety Code §
12.032, DSHS Rule § 1.91 covering Fees for Personal Health Services, and other applicable laws or
grant requirements. The amount of a fee must not exceed the actual cost of providing the services.
No client may be denied a service due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this
Contract, Contractor shall make needed medications available to clients at the lowest possible prices
and use the most cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency.
Contractor shall take reasonable steps to provide services and information, both orally and in writing,
in appropriate languages other than English, to ensure that persons with limited English proficiency
are effectively informed and can have meaningful access to programs, benefits, and activities.
Contractor shall identify and document on the client records the primary language/dialect of a client
who has limited English proficiency and the need for translation or interpretation services and shall
not require a client to provide or pay for the services of a translator or interpreter. Contractor shall
make every effort to avoid use of any persons under the age of eighteen (18) or any family member or
friend of the client as an interpreter for essential communications with a client with limited English
General Provisions (Core Subrecipient) 2011 6
proficiency, unless the client has requested that person and using the person would not compromise
the effectiveness of services or violate the client's confidentiality and the client is advised that a free
interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. 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, 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 franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes
under Texas law (Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies
that it is and will remain in good standing with the Secretary of State's office. A false statement
regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax
payments become delinquent during the Contract term, all or part of the payments under this Contract
may be withheld until Contractor's delinquent franchise tax is paid in full.
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this
Contract will be applied towards any debt of Contractor, including but not limited to delinquent taxes
and child support that is owed to the State of Texas.
Section 3.03 Use of Funds. Contractor 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 shall not use funds provided through this
Contract for matching purposes in securing other funding unless directed or approved by the
Department in writing.
Section 3.05 Program Income. Gross income directly generated from Department funds through a
project or activity performed under a Program Attachment and/or earned only as a result of a
Program Attachment during the term of the Program Attachment are considered program income.
Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the
addition alternative, as provided in UGMS § _.25(g)(2), for the use of program income to further the
program objectives of the state or federal statute under which the Program Attachment was made, and
Contractor shall spend the program income on the same Program Attachment project in which it was
generated. Contractor shall identify and report this income in accordance with the Compliance and
Reporting Article of these General Provisions, the Contractor's Financial Procedures Manual located
at http://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attachment(s).
Contractor shall expend program income during the Program Attachment term and may not carry
forward to any succeeding term. Contractor shall refund program income not expended in the term in
which it is earned to DSHS. DSHS may base future funding levels, in part, upon Contractor's
proficiency in identifying, billing, collecting, and reporting program income, and in using it for the
purposes and under the conditions specified in this Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract to
replace or substitute existing funding from other sources that also supports the activities that are the
subject of this Contract) but rather shall use funds from this Contract to supplement existing state or
General Provisions (Core Subrecipient) 2011 7
local funds currently available for a particular activity. Contractor shall make a good faith effort to
maintain its current level of support. Contractor may be required to submit documentation
substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt
or expected receipt of funding under this Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program
Attachment(s), the payment method for each Program Attachment will be one of the following
methods:
a) cost reimbursement. This payment method is based on an approved budget in the Program
Attachment(s) and acceptable submission of a request for reimbursement; or
b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s) for delivery of a specified unit(s) of service, as stated in the Program Attachment(s)
and acceptable submission of all required documentation, forms and/or reports.
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the
Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in
the Program Attachment(s) or permitted under the Third Party Payors section of this Article,
Contractor shall submit requests for reimbursement or payment monthly within thirty (30) calendar
days following the end of the month covered by the bill.
Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor
shall submit a reimbursement or payment request as a final close-out bill not later than sixty (60)
calendar days following the end of the term of the Program Attachment for goods received and
services rendered during the term. If necessary to meet this deadline, Contractor may submit
reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests
received in DSHS's offices more than sixty (60) calendar days following the end of the applicable
term will not be paid. Consideration of requests for an exception will be made on a case -by -case
basis, subject to the availability of funding, and only for an extenuating circumstance, such as a
catastrophic event, natural disaster, or criminal activity that substantially interferes with normal
business operations or causes damage or destruction of a place of business and/or records. A written
statement describing the extenuating circumstance and the last request for reimbursement must be
submitted for review and approval to the DSHS Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time
working capital advance per term of the Program Attachment may be granted at the Department's
discretion. Contractor must submit documentation to the contract manager assigned to the Program
Attachment to justify the need for a working capital advance. Contractor shall liquidate the working
capital advance as directed by the Department. The requirements for the documentation justifying
the need for an advance and the directions for liquidating the advance are found in the Contractor's
Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/Cfpm.shtm.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these General
Provisions or in the terms of the Program Attachment(s), 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
General Provisions (Core Subrecipient) 2011 8
financial assessment. Contractor shall submit the final FSR no later than sixty (60) days following
the end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal
responsibility for paying for all or part of the services provided. Third party payors include, but are
not limited to, commercial health or liability insurance carriers, Medicaid, or other federal, state,
local, and private funding sources. Except as provided in this Contract, Contractor shall screen all
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 Program and
Medicaid if providing approved services authorized under this Contract that may be covered by those
programs, and bill those programs 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 who 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 third party
reimbursement until all appeals to third party payors have been exhausted, in which case the thirty
(30)-day requirement in the Billing Submission section will be extended until all such appeals 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 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this
Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a
signed Contract and will not exceed the total amount of authorized funds under this Contract.
Contractor is entitled to payment or reimbursement only if the service, work, and/or product has been
authorized by the Department and performed or provided pursuant to this Contract. If those
conditions are met, Department will make payment in accordance with the Texas prompt payment
law (Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251
regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department
will not constitute acceptance or approval of Contractor's performance, and all invoices and
Contractor's performance are 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, disallowed costs, 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 (recoup)
from funds available under this Contract in amounts necessary to fulfill Contractor's repayment
obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program
income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds
before requesting cash payments including any advance payments from Department.
General Provisions (Core Subrecipient) 2011 9
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health
Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code §
444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for
services or goods provided to clients or participants, and Contractor shall not seek additional
reimbursement or payment for services or goods from clients or participants or charge a fee or make a
profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual
allowable costs that are incurred in conducting an assistance program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented,
pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have
incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for
reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are
allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or
ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to
DSHS within thirty (30) calendar days of the date of this written notice. DSHS may withhold all or
part of any payments to Contractor to offset reimbursement for any unallowable or 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 due date(s). DSHS may take repayment
(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's
repayment obligations. Applicable cost principles, audit requirements, and administrative
requirements include -
Applicable Entity
Applicable Cost
Audit
Administrative
Principles
Requirements
Requirements
State, Local and
OMB Circular
OMB Circular
UGMS, OMB
Tribal Governments
A-87 (2 CFR, Part
A-133 and UGMS
Circular A-102, and
225)
applicable Federal
awarding agency
common rule
Educational
OMB Circular
OMB Circular
OMB Circular A-110
Institutions
A-21 (2 CFR, Part
A-133
(2 CFR, Part 215) and
220); and UGMS,
applicable Federal
as applicable
awarding agency
common rule; and
UGMS, as applicable
Non -Profit
OMB Circular
OMB Circular
UGMS; OMB
Organizations
A-122 (2 CFR,
A-133 and UGMS
Circular A-110 (2
Part 230)
CFR, Part 215) and
applicable Federal
awarding agency
common rule
For -profit
48 CFR Part 31,
OMB Circular A-
UGMS and applicable
Organization other
Contract Cost
133 and UGMS
Federal awarding
General Provisions (Core Subrecipient) 2011 10
than a hospital and an
Principles
agency common rule
organization named in
Procedures, or
OMB Circular A-122
uniform cost
(2 CFR Part, 230) as
accounting
not subject to that
standards that
circular.
comply with cost
principles
acceptable to the
federal or state
awarding agency
A chart of applicable Federal awarding agency common rules is located through a weblink on the
DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. 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 6.02 Independent Single or Program -Specific Audit. If Contractor within Contractor's
fiscal year expends a total amount of at least $500,000 in federal funds awarded, Contractor shall
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, P L 98-502, 98 Stat. 2327, and the
Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The $500,000 federal
threshold amount includes federal funds passed through by way of state agency awards. If Contractor
within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,
Contractor must have a single audit or program -specific audit in accordance with UGMS, State of
Texas Single Audit Circular. For -profit Contractors whose expenditures meet or exceed the federal
and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133
or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General
(OIG) will notify Contractor to complete the Single Audit Determination Registration Form. If
Contractor fails to complete the Single Audit Determination Form within thirty (30) calendar days
after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for
non-compliance with this Contract. The audit must be conducted by an independent certified public
accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and
UGMS, which is accessible through a web link on the DSHS website at
http://www.dshs.state.tx.us/contracts/links.shtm, Contractor shall procure audit services in
compliance with this section, state procurement procedures, as well as with the provisions of UGMS.
Contractor, unless Contractor is a state governmental entity, shall competitively re -procure
independent single audit services at least every five (5) years. Incumbent audit firms may participate
in the re -procurement process; however, Contractor shall not procure services of the same audit firm
for more than ten (10) consecutive years and shall require that the audit firm limit the amount of time
the lead or coordinating audit partner (having primary responsibility for the audit) conducts the
independent audit to a maximum of five (5) years within a ten-year period. Contractor may request,
in writing to the DSHS Contract Oversight and Support Section, an exception from lead partner
rotation for years six (6) through ten (10) of a ten-year period if the audit firm has only one lead
partner. If the request is approved, Contractor shall require the audit firm to provide certification
annually for years six through ten that the audit firm has no more than one partner and shall require
the audit firm to contract with an independent audit firm to perform a second partner review of the
General Provisions (Core Subrecipient) 2011 11
single or program -specific audit work performed for Contractor. Procurement of audit services must
comply with the procurement standards of 45 CFR Part 74 or 92, as applicable, including obtaining
competition and making positive efforts to use small, minority -owned, and women -owned business
enterprises.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports
required by the Independent Single or Program -Specific Audit section, Contractor shall submit one
copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the
following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box 149347
Austin, Texas 78714-9347
Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 78708-5200
If Contractor fails to submit the audit report as required by the Independent Single or Program -
Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit report,
Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this
Contract, including patient and client records that contain protected health information (PHI), and any
other information that discloses confidential personal information or identifies any client served by
DSHS, in accordance with applicable federal and state laws, rules and regulations, including but not
limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability
and Accountability Act [HIPAA]); Tex. Health & Safety Code Chapters 12, 47, 81, 82, 85, 88, 92,
161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159
and all applicable rules and regulations.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Department to request, collect and receive PHI and other
confidential information under this Contract, without the consent of the individual to whom the PHI
relates, for funding, payment and administration of the grant program, and for purposes permitted
under applicable state and federal confidentiality and privacy laws.
Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law,
Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or
General Provisions (Core Subrecipient) 2011 12
other applicable laws or rules. Contractor shall disclose information described in Tex. Health &
Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Tex.
Health & 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 164 or other applicable law.
Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client
records in compliance with state and federal law relating to security and retention of medical or
mental health and substance abuse patient and client records. Department may require Contractor to
transfer original or copies of patient and client records to Department, without the consent or
authorization of the patient or client, upon termination of this Contract or a Program Attachment to
this Contract, as applicable, or if the care and treatment of the individual patient or client is
transferred to another entity. Prior to providing services funded under this Contract to a patient or
client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of
patient or client records to another entity funded by DSHS upon termination of this Contract or a
Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another
DSHS-funded contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services,
or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human
immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for
Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate
employees and clients concerning HIV and its related conditions, including AIDS, in accordance with
the Tex. Health & Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be
found at http://www.dshs.state.tx.us/hivstd/policy/policies.shtm.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and
federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all other
records, including financial records that are generated or collected by Contractor under the provisions
of this Contract, for a period of four (4) years after the termination of this Contract. If services are
funded through Medicaid, the federal retention period, if more than four (4) years, will apply.
Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an
audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal
requirements for Contractor may extend beyond the retention schedules established in this section.
Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, §
165.1(b) and (c) or other applicable statutes, rules and regulations governing medical information.
Contractor shall include this provision concerning records retention in any subcontract it awards. If
Contractor ceases business operations, it shall ensure that records relating to this Contract are
securely stored and are accessible by the Department upon Department's request for at least four (4)
years from the date Contractor ceases business or from the date this Contract terminates, whichever is
sooner. Contractor shall provide the name and address of the party responsible for storage of records
to the contract manager assigned to the Program Attachment.
General Provisions (Core Subrecipient) 2011 13
ARTICLE IX ACCESS AND INSPECTION
Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and
any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the
Department or any of its duly authorized representatives, as well as duly authorized federal, state or
local authorities, including the Comptroller General of the United States, OIG, and the State
Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is
conducted or client services are performed, and all records (including client and patient records, if
any, and Contractor's personnel records and governing body personnel records), books, papers or
documents related to this Contract; and the right to interview members of Contractor's governing
body, staff, volunteers, participants and clients concerning the Contract, Contractor's business and
client services. If deemed necessary by the Department or the OIG, for the purpose of investigation
or hearing, Contractor shall produce original documents related to this Contract. The Department and
HHSC will have the right to audit billings both before and after payment, and all documentation that
substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover
excessive or illegal payments. Contractor shall make available to the Department information
collected, assembled or maintained by Contractor relative to this Contract for the Department to
respond to requests that it receives under the Public Information Act. Contractor shall include this
provision concerning the right of access to, and examination of, sites and information related to this
Contract 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. 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.
Contractor shall 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. The SAO's authority to audit funds will apply
to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this
provision concerning the SAO's authority to audit and the requirement to cooperate, in any
subcontract Contractor awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records or during an inspection of Contractor's site(s) will be conveyed
in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the
deficiency identified in a site inspection, program review or management or financial audit to the
satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A
DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may
result in contract remedies or sanctions under the Breach of Contract and Remedies for Non -
Compliance Article of these General Provisions.
ARTICLE X NOTICE REQUIREMENTS
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for the following public health programs: Human
Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); Family Planning (Titles V, X
and XX); Primary Health Care; Maternal and Child Health; and Women, Infants and Children (WIC)
General Provisions (Core Subrecipient) 2011 14
Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting
guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of
child abuse and neglect. Contractor shall develop, implement and enforce a written policy that
includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy
for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the
DSHS Child Abuse Reporting Form as required by the Department located at
www.dshs.state.tx.us/childabusereporting. 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 contract manager assigned to the Program Attachment significant incidents
involving substantial disruption of Contractor's program operation, or affecting or potentially
affecting the health, safety or welfare of Department -funded clients or participants within seventy-
two (72) hours of discovery.
Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program
Attachment of litigation related to or affecting this Contract and to which Contractor is a party within
seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to
an action, suit or proceeding before any court or governmental body, including environmental and
civil rights matters, professional liability, and employee litigation. Notification must 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 notify the contract manager
assigned to the Program Attachment if Contractor has had a contract suspended or terminated for
cause by any local, state or federal department or agency or nonprofit entity within three (3) working
days of the suspension or termination. Such notification must include the reason for such action; the
name and contact information of the local, state or federal department or agency or entity; the date of
the contract; and the contract or case reference number. If Contractor, as an organization, has
surrendered its license or has had its license suspended or revoked by any local, state or federal
department or agency or non-profit entity, it shall disclose this information within three (3) working
days of the surrender, suspension or revocation to the contract manager assigned to the Program
Attachment by submitting a one -page description that includes the reason(s) for such action; the
name and contact information of the local, state or federal department or agency or entity; the date of
the license action; and a license or case reference number.
Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the
Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the
Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) working
days of the date of determination that Contractor is insolvent or incapacitated, or the date Contractor
discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract
manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three
(3) working days of such action by Contractor's governing body.
Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the
contract manager assigned to the Program Attachment, 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
General Provisions (Core Subrecipient) 2011 15
such report no later than three (3) working days from the date that Contractor has knowledge or
reason to believe such activity has taken place. Additionally, if this Contract is federally funded by
the Department of Health and Human Services (HHS), Contractor shall report any credible evidence
that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a
false claim under the False Claims Act or has committed a criminal or civil violation of laws
pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds.
Contractor shall make this report to the HHS Office of Inspector General at
http://www.oig.hhs.gov/fraud/hotline/ no later than three (3) working days from the date that
Contractor has knowledge or reason to believe such activity has taken place.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who
has an ownership or controlling interest in the organization or who is an agent or managing employee
of the organization has been placed on community supervision, received deferred adjudication, is
presently indicted for or has been convicted of a criminal offense related to any financial matter,
federal or state program or felony sex crime. Contractor shall notify in writing the contract manager
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 providing services under
this Contract has engaged in any activity that would constitute a criminal offense equal to or greater
than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary
action by a state or federal regulatory authority, or has been placed on community supervision,
received deferred adjudication, or been indicted for or convicted of a criminal offense relating to
involvement in any financial matter, federal or state program or felony sex crime. Contractor shall
make the reports required by this section no later than three (3) working days from the date that
Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not
permit any person who engaged, or was alleged to have engaged, in an activity subject to reporting
under this section to perform direct client services or have direct contact with clients, unless
otherwise directed by DSHS.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports
a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or
standard to 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
required under these General Provisions.
ARTICLE XI ASSURANCES AND CERTIFICATIONS
Section 11.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state
assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment,
declared ineligible, or excluded from participation in this transaction by any federal or state
department or agency;
General Provisions (Core Subrecipient) 2011 16
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to
a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the
balance of a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
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;
g) neither it, nor its principals have within the three(3)-year period preceding this Contract, has
been convicted of or had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing a private or
public (federal, state or local) transaction or contract under a private or public transaction,
violation of federal or state antitrust statutes (including those proscribing price-fixing between
competitors, allocation of customers between competitors and bid -rigging), or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any
other offense indicating a lack of business integrity or business honesty that seriously and
directly affects the present responsibility of Contactor or its principals;
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by
a governmental entity (federal, state or local) with the commission of any of the offenses
enumerated in subsection g) of this section; and
i) neither it, nor its principals within a three(3)-year period preceding this Contract has had one
or more public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article, without modification (except as required to
make applicable to the subcontractor), in all subcontracts and solicitations for subcontracts. Where
Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an
explanation to the contract manager assigned to the Program Attachment. If Contractor's status with
respect to the items certified in this Article changes during the term of this Contract, Contractor shall
immediately notify the contract manager assigned to the Program Attachment.
Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child
support obligor who is more than thirty (30) calendar days 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 least twenty-five percent (25%) is not eligible to receive payments from state
funds under a contract to provide property, materials, or services or receive a state -funded grant or
loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,
certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges
that this Contract may be terminated and payment may be withheld if this certification is inaccurate.
General Provisions (Core Subrecipient) 2011 17
Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the
services described in this Contract and that a resolution, motion or similar action has been duly
adopted or passed as an official act of Contractor's governing body, authorizing the binding of the
organization under this Contract including all understandings and assurances contained in this
Contract, and directing and authorizing the person identified as the authorized representative of
Contractor to act in connection with this Contract and to provide such additional information as may
be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to
give, nor intends to give at any time hereafter, any economic opportunity, present or future
employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value
to a DSHS or HHSC official or employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004
and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial
participation by a person who received compensation from DSHS to participate in developing,
drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document
on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor
anyone acting for Contractor has received compensation from DSHS for participation in the
development, drafting or preparation of specifications, requirements or statement(s) of work for this
Contract or in the Solicitation Document on which this Contract is based; (b) pursuant to Tex. Gov.
Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any
person who would have financial participation in this Contract has been convicted of violating federal
law, or been assessed a federal civil or administrative penalty, in connection with a contract awarded
by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita
or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor certifies that the
individual or business entity named in this Contract is not ineligible to receive the specified Contract
under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that this Contract may
be terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code § 15.01, et
seq. Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the
antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding
a bid with any competitor or any other person engaged in Contractor's line of business for the
purpose of substantially lessening competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and
complete the work under this Contract within the applicable time frame prescribed in this Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees. Contractor and its governing body shall bear full responsibility for the integrity of the
fiscal and programmatic management of the organization. This provision applies to all organizations,
including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not -for -
General Provisions (Core Subrecipient) 2011 18
profit organizations. Each member of Contractor's governing body shall be accountable for all funds
and materials received from Department. The responsibility of Contractor's governing body shall
also include accountability for compliance with Department Rules, policies, procedures, and
applicable federal and state laws and regulations; and correction of fiscal and program deficiencies
identified through self -evaluation and Department's monitoring processes. Further, Contractor's
governing body shall ensure separation of powers, duties, and functions of governing body members
and staff. Staff members, including the executive director, shall not serve as voting members of
Contractor's governing body. No member of Contractor's governing body, or officer or employee of
Contractor shall vote for, confirm or act to influence the employment, compensation or change in
status of any person related within the second degree of affinity or the third degree of consanguinity
(as defined in Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or
any employee authorized to employ or supervise such person. This prohibition does not prohibit the
continued employment of a person who has been continuously employed for a period of two (2) years
prior to the election, appointment or employment of the officer, employee, or governing body
member related to such person in the prohibited degree. These restrictions also apply to the
governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract
provisions or other requirements contained or referred to in this Contract will not constitute a defense
or basis for waiving or appealing such provisions or requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the
requirements of the Department's Contractor's Financial Procedures Manual, and any of its
subsequent amendments, which is available at the Department's web site:
http://www.dshs.state.tx.us/contracts/cfpm.shtm. Contractor shall maintain an appropriate contract
administration system to ensure that all terms, conditions, and specifications are met. Contractor
shall develop, implement, and maintain financial management and control systems that meet or
exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's
Financial Procedures Manual. Those requirements and procedures include, at a minimum, the
following:
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 that include accurate accounting records that are accessible
and identify the source and application of funds provided under each Program Attachment of
this Contract, and original source documentation substantiating that costs are specifically and
solely allocable to the Program Attachment and are traceable from the transaction to the
general ledger; and
c) effective internal and budgetary controls; comparison of actual costs to budget; 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.
Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or
replacing assets purchased with Department funds. Contractor shall repair or replace with
comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or
destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or
destroyed, Contractor shall notify the contract manager assigned to the Program Attachment to obtain
instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance
General Provisions (Core Subrecipient) 2011 19
proceeds to repair the equipment or replace the equipment with comparable equipment or remit the
insurance proceeds to DSHS.
Section 12.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity
bond or insurance coverage equal to the amount of funding provided under this Contract up to
$100,000 that covers each employee of Contractor handling funds under this Contract, including
person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for
indemnification of losses occasioned by (1) any fraudulent or dishonest act or acts committed by any
of Contractor's employees, either individually or in concert with others, and/or (2) failure of
Contractor or any of its employees to perform faithfully his/her duties or to account properly for all
monies and property received by virtue of his/her position or employment. The bond or insurance
acquired under this section must include coverage for third party property and include DSHS as a loss
payee or equivalent designation. Contractor shall notify, and obtain prior approval from, the DSHS
Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance.
Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall also maintain liability
insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability
coverage" or similar coverage for all persons in management or governing positions within
Contractor's organization or with management or governing authority over Contractor's organization
(collectively "responsible persons"). Contractor shall ensure that the policy includes Property of
Others coverage with respect to funds and other property of the State related to this Contract, and
includes DSHS as a loss payee on the policy. Contractor shall maintain copies of liability policies on
site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section
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. 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 responsible person damages Department's interests.
Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support
Section before settling a claim on the insurance.
Section 12.06 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
written approval of DSHS; 2) temporarily, in the case of an emergency or an occasional operational
bottleneck; 3) when employees are performing indirect functions, such as administration,
maintenance, or accounting; 4) in performance of tests, laboratory procedures, or similar operations
that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)
when lower overall cost to DSHS will result.
Section 12.07 Program Site. Contractor shall provide services only in locations that are in
compliance with all applicable local, state and federal zoning, building, health, fire, and safety
standards.
General Provisions (Core Subrecipient) 2011 20
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format
provided in the Department's Contractor's Financial Procedures Manual to the Department's
Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-
9347, or by email to mailto:coscap@dshs.state.tx.us no later than the 60`h calendar day after the
effective date of the Contract, except when 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. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit
a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty (30) calendar
days after the effective date of the change. Cost Allocation Plans must comply with the guidelines
provided in the Department's Contractor's Financial Procedures Manual located at
ht!p://www.dshs.state.tx.us/contracts/cfpm.shtm.
Section 12.09 Employee/Volunteer Background Screening. Contractor shall comply with
employee/volunteer background screening standards established by the Department.
Section 12.10 Historically Underutilized Businesses (HUBs). If Contractor was not required to
submit a HUB 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 in
accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors
may obtain a list of HUBs at http://www.window.state.tx.us/procurement/prog/hub. If Contractor has
filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor
desires to make a change in the plan, Contractor must obtain prior approval from the Department's
HUB Coordinator of the revised plan before proposed changes will be effective under this Contract.
Contractor shall make a good faith effort to subcontract with HUBs during the performance of this
Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th
day of each month for the prior month's activity, if there was any such activity, in accordance with 34
Tex. Admin. Code § 20.16(c).
Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas.when
the products and materials are available at a price and time comparable to products and materials
produced outside of Texas as required by Tex. Gov. Code § 2155.4441.
Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter
into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific
Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding
$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written
polices and procedures for procurement and monitoring of subcontracts and shall produce a
subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both
financial and programmatic performance and shall maintain pertinent records that must be available
for inspection by DSHS. Contractor shall ensure that subcontractors are fully aware of the
requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions
of this Contract.
Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the
following:
General Provisions (Core Subrecipient) 2011 21
a) name and address of all parties and the subcontractor's Vendor Identification Number (VIN);
b) a detailed description of the services to be provided;
c) measurable method and rate of payment and total not -to -exceed amount of the contract;
d) clearly defined and executable termination clause; and
e) beginning and ending dates that coincide with the dates of the applicable Program
Attachment(s) or that cover a term within the beginning and ending dates of the applicable
Program Attachment(s).
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not
contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible
for participation in federal assistance programs; or if the subcontractor would be ineligible under the
following sections of these General Provisions: Ineligibility to Receive the Contract section
(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related
Parties sections (General Terms Article),
Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that
they are not delinquent on any repayment agreements; have not had a required license or certification
revoked; and have not had a contract terminated by the Department. Contractors shall further require
that subcontractors certify that they have not voluntarily surrendered within the past three (3) years
any license issued by the Department.
Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in
all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,
without modification (except as required to make applicable to the subcontractor), (1) the
certifications stated in the Assurances and Certifications Article; (2) the requirements in the Conflicts
of Interest section and the Transaction Between Related Parties section of the General Terms Article;
and (3) a provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States,
and any of their representatives, the right of access to inspect the work and the premises on which
any work is performed, and the right to audit the subcontractor in accordance with the Access and
Inspection Article in these General Provisions. Each subrecipient subcontract contract must also
include a copy of these General Provisions and a copy of the Statement of Work and any other
provisions in the Program Attachment(s) applicable to the subcontract. Contractor shall ensure that
all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that
all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to
the services provided or activities conducted by a subcontractor are passed down to that
subcontractor. No provision of this Contract creates privity of contract between DSHS and any
subcontractor of Contractor.
Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall
direct and be responsible for the performance of its employees, subcontractors, joint venture
participants or agents. Contractor is not an agent or employee of the Department or the State of
Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its
employees, subcontractors, joint venture participants or agents will not be eligible for unemployment
compensation from the Department or the State of Texas.
Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of
Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant and
General Provisions (Core Subrecipient) 2011 22
guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor
and to validly and legally bind Contractor to all of its terms.
Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is
solely responsible for filing all required state and federal tax forms and making all tax payments. If
the Department discovers that Contractor has failed to remain current on a liability to the IRS, this
Contract will be subject to remedies and sanctions under this Contract, including immediate
termination at the Department's discretion. If the Contract is terminated under this section, the
Department will not enter into a contract with Contractor for three (3) years from the date of
termination.
Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the
contract manager assigned to the Program Attachment within ten (10) business days of any change to
the Contractor's name; contact information; key personnel, officer, director or partner; organizational
structure, such as merger, acquisition or change in form of business; legal standing; or authority to do
business in Texas. A change in Contractor's name and certain changes in organizational structure
require an amendment to this Contract in accordance with the Amendments section of these General
Provisions.
Section 12.19 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
Section 12.20 Equipment (Including Controlled Assets) Purchases. Equipment means an article
of nonexpendable, tangible personal property having a useful lifetime of more than one year and an
acquisition cost of $5,000 or more, and "controlled assets." Controlled assets include firearms
regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more:
desktop and laptop computers, non -portable printers and copiers, emergency management equipment,
communication devices and systems, medical and laboratory equipment, and media equipment.
Contractors on a cost reimbursement payment method shall inventory all equipment. If the purchase
of equipment is approved in writing by the Department, Contractor shall initiate the purchase of that
equipment in the first quarter of the Contract or Program Attachment term, as applicable. Failure to
timely initiate the purchase of equipment may result in loss of availability of funds for the purchase
of equipment. Requests to purchase previously approved equipment after the first quarter of the
Program Attachment must be submitted to the contract manager assigned to the Program Attachment.
Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the
services under this Contract including medical supplies, drugs, janitorial supplies, office supplies,
patient educational supplies, software, and any items of tangible personal property other than those
defined as equipment above.
Section 12.22 Changes to Equipment List. All items of equipment purchased with funds under this
Contract must be itemized in Contractor's equipment list as finally approved by the Department in
the executed Contract. Any changes to the approved equipment list in the executed Contract must be
approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the
contract manager assigned to the Program Attachment, a written description including complete
product specifications and need justification prior to purchasing any item of unapproved equipment.
General Provisions (Core Subrecipient) 2011 23
If approved, Department will acknowledge its approval by means of a written amendment or by
written acceptance of Contractor's Contract Revision Request, as appropriate.
Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an
inventory of equipment and property described in the Other Intangible Property section of Article
XIII and submit an annual cumulative report of the equipment and other property on Form GC-11
(Contractor's Property Inventory Report) to the Department's Contract Oversight and Support
Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15`h of
each year. The report is located on the DSHS website at
http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall maintain, repair, and protect
assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,
reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets
provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those
assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property,
equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to
Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies
to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring
that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property,
equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert
to Department, who may require that the property, equipment and supplies be returned to DSHS.
Section 12.25 Title to Property. At the conclusion of the contractual relationship between the
Department and Contractor, for any reason, title to any remaining equipment and supplies purchased
with funds under this Contract reverts to Department. Title may be transferred to any other party
designated by Department. The Department may, at its option and to the extent allowed by law,
transfer the reversionary interest to such property to Contractor.
Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or
real property. Any costs related to the initial acquisition of the buildings or real property are not
allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American
Hospital Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in
disposing, at any time during or after the Contract term, of equipment purchased with the Department
funds, except when federal or state statutory requirements supersede or when the equipment requires
licensure or registration by the state, or when the acquisition price of the equipment is equal to or
greater than $5,000. All other equipment 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 $5,000) will
be controlled by the requirements of UGMS. If, prior to the end of the useful life, any item of
equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if
the equipment requires licensure or registration or had an acquisition price equal to or greater than
$5,000, Contractor shall request disposition approval and instructions in writing from the contract
manager assigned to the Program Attachment. After an item reaches the end of its useful life,
Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted
Accounting Principles, and any applicable federal guidance.
General Provisions (Core Subrecipient) 2011 24
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no
additional renewals or that will not be renewed (Closeout) or when a Program Attachment is
otherwise terminated, Contractor shall submit to the contract manager assigned to the Program
Attachment, an inventory of equipment purchased with Department funds and request disposition
instructions for such equipment. All equipment purchased with Department funds must be secured
by Contractor at the time of Closeout or termination of the Program Attachment and must be
disposed of according to the Department's disposition instructions, which may include return of the
equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense.
Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment
method shall not encumber equipment purchased with Department funds without prior written
approval from the Department.
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall 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 Tex. Gov. Code § 556.0055, which prohibits
contractors who receive state funds from using those funds to pay lobbying expenses. Further,
Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the
enactment, repeal, modification, or adoption of any law, regulation or policy at any level of
government, or to pay the salary or expenses of any person related to any activity designed to
influence legislation, regulation, policy or appropriations pending before Congress or the state
legislature, or for influencing or attempting to influence an officer or employee of any federal or state
agency, a member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with the awarding of any contract or the extension, continuation, renewal,
amendment, or modification of any contract (31 USC § 1352 and UGMS). If at any time this
Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned
to the Program Attachment a declaration containing the name of any registrant under the Lobbying
Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with
this Contract, a certification that none of the funds provided by Department have been or will be used
for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom
Contractor has an agreement. Contractor shall file the declaration, certification, and disclosure at the
time of application for this Contract; upon execution of this Contract unless Contractor previously
filed a declaration, certification, or disclosure form in connection with the award; and at the end of
each calendar quarter in which any event occurs that materially affects the accuracy of the
information contained in any declaration, certification, or disclosure previously filed. Contractor
shall require any person who requests or receives a subcontract to file the same declaration,
certification, and disclosure with the contract manager assigned to the Program Attachment.
Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in OMB
Circulars A-122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section—.27 and
A-21 paragraphs 17 and 28. Contractor shall include this provision in any subcontracts.
General Provisions (Core Subrecipient) 2011 25
Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -
subcontractors, if any, do not have nor shall Contractor or its subcontractors knowingly acquire or
retain, any financial or other interest that would conflict in any manner with the performance of their
obligations under this Contract. Potential conflicts of interest include, but are not limited to, an
existing or potential business or personal relationship between Contractor (or subcontractor), its
principal (or a member of the principal's immediate family), or any affiliate or subcontractor and the
Department or HHSC, their commissioners 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 and subcontractors and their employees from using their positions for a purpose
that constitutes or presents the appearance of personal or organizational conflict of interest or
personal gain. If, at any time during the term of this Contract, Contractor or any of its subcontractors
has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or
potential conflict of interest to the contract manager assigned to the Program Attachment within ten
(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of
interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of
interest or potential conflict of interest the subcontractor has or may have within ten (10) days of
when the subcontractor becomes aware of the actual or potential conflict of interest.
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 contract manager assigned to the Program Attachment
the name, address and telephone number of the related party, how the party is related to Contractor
and the work the related party will perform under this Contract. A related party is a person or entity
related to 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. 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 Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain
records and supply any additional information requested by the Department, regarding a transaction
between related parties, needed to enable the Department to determine the appropriateness of the
transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45
CFR part 74, OMB Circ. No. A-110, 2 CFR § 215.42, and UGMS.
Section 13.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to
protect intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright, patent,
or trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use, or a work specially
ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS
owns works made for hire unless it agrees otherwise by contract. To the extent that title and
interest to any such work may not, by operation of law, vest in DSHS, or such work may not
be considered a work made for hire, Contractor irrevocably assigns the rights, title and
interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all
patents, copyrights, registrations or other such protections as may be appropriate to the subject
matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of
Texas, as well as any person designated by DSHS and the State of Texas, all assistance
General Provisions (Core Subrecipient) 2011 26
required to perfect the rights defined herein without charge or expense beyond those amounts
payable to Contractor for goods provided or services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property, the federal awarding agency reserves a royalty -free,
nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize
others to use, for federal government purposes (1) the copyright in any intellectual property
developed under this Contract, including any subcontract; and (2) any rights of copyright to
which a Contractor purchases ownership with contract funds. Contractor shall place an
acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate,
on any publication written or published with such support and, if feasible, on any publication
reporting the results of or describing a grant -supported activity. An acknowledgment must be
to the effect that "This publication was made possible by grant number from federal
awarding agency)" or "The project described was supported by grant number from
(federal awarding agency)" and "Its contents are solely the responsibility of the authors and
do not necessarily represent the official views of the (federal awarding agency)."
d) If the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -
free, nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use,
and to authorize others to use, for DSHS, public health, and state governmental
noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an
invention, discovery, or improvement to any process, machine, manufacture, or composition
of matter; products; technology; scientific information; trade secrets; and computer software,
in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2)
any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the contract manager assigned to the Program
Attachment.
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and Contractor, for any reason, Department shall have the sole ownership rights
and interest in all non-copyrightable intangible property that was developed, produced or obtained by
Contractor as a specific requirement under this Contract or under any grant that funds this Contract,
such as domain names, URLs, etc. Contractor shall inventory all such non-copyrightable intangible
property. Contractor shall cooperate with Department and perform all actions necessary to transfer
ownership of such property to the Department or its designee, or otherwise affirm Department's
ownership rights and interest in such property. This provision will survive the termination or
expiration of this Contract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be
illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same
extent and effect as if never incorporated, but all other provisions will continue. The 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 will be deemed to have been received by a Party on the third business day after the date on
General Provisions (Core Subrecipient) 2011 27
which it was mailed to the Party at the address specified by the Party to the other Party in writing or,
if sent by certified mail, on the date of receipt.
Section 13.09 Successors. This Contract will 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 this Contract are for convenience
of reference only and will 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 the contract documents, and are capable of understanding the
terminology and meaning of their 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 will not release either Party from any liabilities or obligations in this
Contract that (a) the Parties have expressly agreed will 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. At the Department's discretion, 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 or safety of clients and/or
participants served by Contractor.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such
information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter
2114 regarding Customer Service surveys.
Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds
pursuant to the terms of this Contract without the written agreement of Contractor. All other
amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise
specified in the Contractor's Notification of Change to Certain Contract Provisions section or the
Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's
request for certain budget revisions or other amendments must be submitted in writing, including a
justification for the request, to the contract manager assigned to the Program Attachment; and if a
budget revision or amendment is requested during the last quarter of the Contract or Program
Attachment term, as applicable, Contractor's written justification must include a reason for the delay
in making the request. Revision or other 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 will not pay for the performance or production of, different or additional goods, services, work
or products except pursuant to an amendment of this Contract that is executed in compliance with this
section; and DSHS will not waive any term, covenant, or condition of this Contract unless by
amendment or otherwise in compliance with this Article.
General Provisions (Core Subrecipient) 2011 28
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The
following changes may be made to this Contract without a written amendment or the Department's
prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the Solicitation
Document, if any;
c) cumulative budget line item transfers that exceed 10% among direct cost categories, other
than the equipment category, of cost reimbursement contract Program Attachments of less
than $100,000, provided that the total budget amount is unchanged;
d) minor corrections or clarifications to the Contract language that in no way alter the scope of
work, objectives or performance measures;
e) a change in Contractor's share of the budget concerning non-DSHS funding other than
program income and match, regardless of the amount of the change, provided that in changing
the budget, Contractor is not supplanting DSHS funds; and
f) a change to remove community sites, independent school districts or schools, in substance
abuse Program Attachments in accordance with an Implementation Plan that must be
submitted along with the notification of the change to the contract manager assigned to the
Program Attachment.
Contractor within ten (10) calendar days shall notify in writing the contract manager assigned to the
Program Attachment of any change enumerated in this section. The notification may be by letter, fax
or email. Cumulative budget line item transfers of 10% or less among direct cost categories, other
than equipment, of cost reimbursement contracts of any amount do not require written amendment or
prior approval or notification.
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's
Revision Request is an alternative method for amending certain specified provisions of this Contract
that is initiated by Contractor, but must be approved by DSHS. The following amendments to this
Contract may be made through a Contractor's Revision Request, rather than through the amendment
process described in the Amendment section of this Article:
a) cumulative budget line item transfers among direct cost categories, other than the equipment
category, that exceed 10% of Program Attachments of $100,000 or more, provided that the
total budget amount is unchanged;
b) line item transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location;
d) change in the equipment list substituting an item of equipment equivalent to an item of
equipment on the approved budget;
e) changes in the equipment category of a previously approved equipment budget (other than
acquisition of additional equipment, which requires an amendment to this Contract); and
f) changes specified in applicable OMB Circular cost principles as requiring prior approval,
regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums, membership
fees); and
g) changes to add 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 available at
General Provisions (Core Subrecipient) 2011 29
http://www.dshs.state.tx.us/grants/f`orms.shtm, 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
contract manager assigned to the Program Attachment. Any approved revision will not be effective
unless signed by the DSHS Director of the 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 an amendment described in the Amendment
section of this Article rather than a contract revision amendment under this section.
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 and Indemnification. 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 will not constitute a waiver of either Party's
rights under this Contract.
Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As
required by 1 Tex. Admin. Code Chapter 213, as a state agency, DSHS must procure products that
comply with the State of Texas Accessibility requirements for Electronic and Information Resources
specified in 1 Tex. Admin. Code Chapter 213 when such products are available in the commercial
marketplace or when such products are developed in response to a procurement solicitation. If
performance under this Contract includes the development, modification or maintenance of a website
or other electronic and information resources for DSHS or for the public on behalf of DSHS,
Contractor shall provide the Department of Information Resources (DIR) with the URL to its
Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas
Accessibility requirements (based on the federal standards established under Section 508 of the
Rehabilitation Act), or indicate that the product/service accessibility information is available from the
General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov).
Contractors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must
provide DIR with a report that addresses the same accessibility criteria in substantively the same
format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the
VPAT is located at http://www.section508.ggv/. Contractor certifies that any network hardware or
software purchased or provided under this Contract has undergone independent certification testing
for known and relevant vulnerabilities, in accordance with rules adopted by DIR.
General Provisions (Core Subrecipient) 2011 30
Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all
or some of its obligations, as applicable, under this Contract if such failure or delay is due to any
cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily
severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order, or acts of
God. The existence of any such cause of delay or failure will extend the period of performance in the
exercise of reasonable diligence until after the cause of the delay or failure has been removed and, if
applicable, for any reasonable period of time thereafter required to resume performance. A Party,
within a period of time reasonable under the circumstances, must inform the other by any reasonable
method (phone, email, etc.) and, as soon as practicable, must submit written notice with proof of
receipt, of the existence of a force majeure event or otherwise waive the right as a defense to non-
performance.
Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program
Attachments will automatically continue as an "Interim Contract" beyond the expiration date of the
term of the Contract or Program Attachment(s), as applicable, under the following circumstances: (1)
on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of
disaster declared by the Governor that affects the ability or resources of the DSHS contract or
program staff managing the Contract to complete in a timely manner the extension, renewal, or other
standard contract process for the Contract or Program Attachment; and (2) DSHS makes the
determination in its sole discretion that an Interim Contract is appropriate under the circumstances.
DSHS will notify Contractor promptly in writing if such a determination is made. The notice will
specify whether DSHS is extending the Contract or Program Attachment for additional time for
Contractor to perform or complete the previously contracted goods and services (with no new or
additional funding) or is purchasing additional goods and services as described in the Program
Attachment for the term of the Interim Contract, or both. The notice will include billing instructions
and detailed information on how DSHS will fund the goods or services to be procured during the
Interim Contract term. The Interim Contract will terminate thirty (30) days after the disaster
declaration is terminated unless the Parties agree to a shorter period of time.
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute
breach of contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract, including failure to comply with all
applicable statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the Department or agreed order issued by
the Department;
e) failure by Contractor to provide a full accounting of funds expended under this Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in 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).
General Provisions (Core Subrecipient) 2011 31
Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both
programmatic and financial compliance. The remedies and sanctions in this section 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
remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for
financial compliance. The Department may impose one or more remedies or sanctions for each item
of noncompliance and will determine remedies or 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 or sanctions in this section does not relieve Contractor of any obligations under this
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 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 following
actions:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination, the Department will inform Contractor of the
termination no less than thirty (30) calendar days before the effective date of the termination
in a notice of termination, except for circumstances that require immediate termination as
described in the Emergency Action section of this Article. The notice of termination will
state the effective date of the termination, the reasons for the termination, and, if applicable,
alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex.
Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make
any claim for payment or reimbursement for services provided from the effective date of
termination;
b) suspend all or part of this Contract. Suspension is, depending on the context, either (1) the
temporary withdrawal of Contractor's authority to obligate funds pending corrective action by
Contractor or its subcontractor(s) or pending a decision to terminate or amend this Contract,
or (2) an action taken by the Department to immediately exclude a person from participating
in contract transactions for a period of time, pending completion of an investigation and such
legal or debarment proceedings as may ensue. Contractor shall not bill DSHS for services
performed during suspension, and Contractor's 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 with Contractor;
d) reduce the funding amount for failure to 1) provide goods and services as described in this
Contract or consistent with Contract performance expectations, 2) achieve or maintain the
proposed level of service, 3) expend funds appropriately and at a rate that will make full use
of the award, or 4) achieve local match, if required;
e) disallow costs and credit for matching funds, if any, for all or part of the activities or action
not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of a working capital advance, if applicable, or reimbursements or
payments to Contractor for proper charges or obligations incurred, pending resolution of
issues of noncompliance with conditions of this Contract or indebtedness to the United States
or to the State of Texas;
General Provisions (Core Subrecipient) 2011 32
g) permanently withhold cash payments. Permanent withholding of cash payment means that
Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed,
inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract
provisions; or (3) indebtedness to the United States or to the State of Texas;
h) declare this Contract void upon the Department's determination that this Contract was
obtained fraudulently or upon the Department's determination that this Contract was illegal or
invalid from this Contract's inception and demand repayment of any funds paid under this
Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any
other state bid list, and barred from participating in future contracting opportunities with the
State of Texas;
j) delay execution of a new contract or contract renewal with Contractor while other imposed or
proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will be placed on accelerated
monitoring for a period not to exceed six (6) months at which time items of noncompliance
must be resolved or substantial improvement shown by Contractor. Accelerated monitoring
means more frequent or more extensive monitoring will be performed by Department than
would routinely be conducted;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by Contractor;
n) require additional or more detailed, financial and/or programmatic reports to be submitted by
Contractor;
o) demand repayment from Contractor when it is verified that Contractor has been overpaid, e.g.,
because of disallowed costs, payments not supported by proper documentation, improper
billing or accounting practices, or failure to comply with Contract terms;
p) pursue a claim for damages as a result of breach of contract;
q) require Contractor to prohibit any employee or volunteer of Contractor from performing
under this Contract or having direct contact with DSHS-funded clients or participants, or
require removal of any employee, volunteer, officer or governing body member, if the
employee, volunteer, officer or member of the governing body has been indicted or convicted
of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to
continued obligations under this Contract, as reasonably determined by DSHS;
r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, match
insufficiency, or any penalty (if the penalty is permitted by statute) imposed by DSHS, and
take repayment from funds available under this Contract in amounts necessary to fulfill
Contractor's payment or repayment obligations;
s) reduce the Contract term;
t) recoup improper payments when it is verified that Contractor has been overpaid, e.g., because
of disallowed costs, payments not supported by proper documentation, improper billing or
accounting practices or failure to comply with Contract terms;
u) assess liquidated damages;
v) demand repayment of an amount equal to the amount of any match Contractor failed to
provide, as determined by DSHS;
w) impose other remedies, sanctions or penalties permitted by statute.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in
writing when a remedy or sanction is imposed (with the exception of accelerated monitoring, which
General Provisions (Core Subrecipient) 2011 33
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. Other than in the case of repayment or
recoupment, Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a
written response to Department acknowledging receipt of such notice. If requested by the
Department, the written response must state how Contractor shall correct the noncompliance
(corrective action plan) or demonstrate in writing that the findings on which the remedies or
sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department
determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review
under a federal or state statute, regulation, rule, or guideline, Department's decision is final.
Department will provide written notice to Contractor of Department's decision. If required by the
Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective
action as stated in the approved corrective action plan. If DSHS determines that repayment is
warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not
received within the time limit stated in the demand letter, and if recoupment is available, DSHS will
recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract.
Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or
suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future
contract awards, or delay contract execution by delivering written notice to Contractor, by any
verifiable method, stating the reason for the emergency action. An "emergency" is defined as the
following:
a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or
client health, welfare or safety. The direct adverse effect may be programmatic or financial
and may include failing to provide services, providing inadequate services, providing
unnecessary services, or using resources so that the public or clients do not receive the
benefits contemplated by the scope of work or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department
on a case -by -case basis and will be based upon the 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 contract claim against the
Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§
1.431-1.447 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim
against DSHS.
Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve
in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov
Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit written notice, as
required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state
that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice must also
be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent
to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260, subchapter C.
General Provisions (Core Subrecipient) 2011 34
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260,
subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged
breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided
in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue
from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither the execution of this
Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will
be considered a waiver of sovereign immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency
of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part.
ARTICLE XVI TERMINATION
Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the
Survivability of Terms section of the General Terms Article, Contractor's service obligations stated
in each Program Attachment will 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 under this Article.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's
authority to obligate previously awarded funds before that authority would otherwise expire or the
voluntary relinquishment by Contractor of the authority to obligate previously awarded funds.
Contractor's costs resulting from obligations incurred by Contractor after termination of an award are
not allowable unless expressly authorized by the notice of termination. Upon termination of this
Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest
extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or
Program Attachment, as applicable, to DSHS or another 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, and except as
provided in the Survivability of Terms section of the General Terms Article. Termination does not,
however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's
obligations to retain records and maintain confidentiality of information will survive this Contract.
Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's
(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated
balance in a prior period; (2) withdrawal of the unobligated balance at the expiration of the term of a
program attachment; (3) refusal to extend a program attachment or award additional funds to make a
competing or noncompeting continuation, renewal, extension, or supplemental award; (4) non -
renewal of a contract or program attachment at Department's sole discretion; or (5) voiding of a
contract upon determination that the award was obtained fraudulently, or was otherwise illegal or
invalid from inception.
General Provisions (Core Subrecipient) 2011 35
Section 16.04 Termination Without Cause.
a) Either Party may terminate this Contract or a Program Attachment, as applicable, with at least
thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks
to terminate a Contract or Program Attachment that involves residential client services,
Contractor shall give the Department at least ninety (90) calendar days prior written notice
and shall submit a transition plan to ensure client 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 Attachment with at least thirty (30)
calendar days prior written notice to the other Party if funds become unavailable through lack
of appropriations, budget cuts, transfer of funds between programs or health and human
services agencies, amendments to the Appropriations Act, health and human services
consolidations, or any disruption of current appropriated funding for this Contract or Program
Attachment.
d) Department may terminate this Contract or a Program Attachment immediately when, in the
sole determination of Department, termination is in the best interest of the State of Texas.
Section 16.05 Termination For Cause. Either Party may terminate for material breach of this
Contract with at least thirty (30) calendar days written notice to the other Party. Department may
terminate this Contract, in whole or in part, for breach of contract or for any other conduct that
jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to
Contractor. Such conduct may include one or more of the following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of
its subcontractor to communicate with Department as necessary for the performance or
oversight of this Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided under
this Contract;
d) Department determines that Contractor is without sufficient personnel or resources to perform
under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its
requirements under this Contract or exercise adequate control over expenditures or assets;
e) Department determines that Contractor, its agent or another representative offered or gave a
gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the
purpose of obtaining a contract or favorable treatment;
f) Department determines that this 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 Tex. Gov. Code § 2155.004; or Department determines that
Contractor was ineligible to receive this Contract under Tex. Gov. Code §§ 2155.006 or
2261.053 related to certain disaster response contracts;
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;
General Provisions (Core Subrecipient) 2011 36
4) if judgment for the payment of money in excess of $50,000 (that is not covered by
insurance) is rendered by any court or governmental body against Contractor, and
Contractor does not (a) discharge the judgment, or (b) provide for its discharge in
accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar
days from the date of entry of the judgment, or (d) if the execution is stayed, within the
thirty (30)-day period or a longer period during which execution of the judgment has been
stayed, appeal from the judgment and cause the execution to be stayed during such appeal
while providing such reserves for the judgment as may be required under Generally
Accepted Accounting Principles;
5) a writ or warrant of attachment or any similar process is issued by any court against all or
any material portion of the property of Contractor, and such writ or warrant of attachment
or any similar process is not released or bonded within thirty (30) calendar days after its
issuance;
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 then 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 of the sequestration;
9) a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dissolution, receivership or liquidation law of any
jurisdiction then in effect, and the petition is not dismissed within thirty (30) calendar
days; or
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or
of all or any part of its property;
h) Contractor's management system does not meet the UGMS management standards; or
i) Any required license, certification, permit, registration or approval required to conduct
Contractor's business or to perform services under this Contract is not obtained or is revoked,
is surrendered, expires, is not renewed, is inactivated or is suspended.
Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate
by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this
Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated
termination in good faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 17.01 Void Contracts. Department may void this Contract upon determination that the
award was obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor
who has been a party to a contract with DSHS that has been found to be void, or is suspended, or is
terminated for cause is not eligible for expansion of current contracts, if any, or new contracts or
renewals until, in the case of suspension or termination, the Department has determined that
General Provisions (Core Subrecipient) 2011 37
Contractor has satisfactorily resolved the issues underlying the suspension or termination.
Additionally, if this Contract is found to be void, any amount paid is subject to repayment.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from
the Department of termination of a contract with DSHS funded by block grant funds, Contractor may
request an administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program
Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own
terms, Contractor shall cease services. under this Contract or Program Attachment; and shall
cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as
necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or
another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment
termination or non -renewal, Contractor shall immediately begin to effect an orderly and safe
transition of recipients of services to alternative service providers, as needed. Contractor also shall
completely cease providing services under this Contract or Program Attachment by the date specified
in the termination or non -renewal notice. Contractor shall not bill DSHS for services performed after
termination or expiration of this Contract or Program Attachment, or incur any additional expenses
once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration
(with no renewal) or non -renewal of this Contract or a Program Attachment, Contractor shall
immediately initiate Closeout activities described in this Article.
Section 18.02 Administrative Offset. The Department has 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 this Contract within sixty (60) calendar days after the Contract or
Program Attachment end date. Unless otherwise provided under the Final Billing Submission section
of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are
not received within sixty (60) calendar days after the Contract or Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which
Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the
Department and will result in a refund due, which Contractor shall pay within the time period
established by the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program
Attachment does not affect the Department's right to disallow costs and recover funds on the basis of
a later audit or other review or Contractor's obligation to return any funds due as a result of later
refunds, corrections, or other transactions.
General Provisions (Core Subrecipient) 2011 38
City of Lubbock
InterOffice Memo
To: Lee Ann Dumbauld, City Manager
From: Beckie Brawley, Public Health Coordinator
Date: August 9, 2011
Subject: Agenda Item for August 26, 2010 City Council Meeting, Consent Agenda
CITY OF LUBBOCK
AGENDA ITEM SUMMARY
ITEM # / SUMMARY:
Consider a resolution authorizing and directing the Mayor to execute for and on behalf of the City of
Lubbock a Contract (DSHS Document No. 2011-035549), program attachment 2009-028369-001
RLSS-Local Public Health System, and any associated documents by and between the City of
Lubbock and the Texas Department of State Health Services. Through this contract the City of
Lubbock Health Department will have the ability to conduct activities and services that provide or
support the delivery of essential public health services.
BACKGROUND/DISCUSSION:
This contract provides funding under the Regional and Local Services Section (RLSS) / Local
Public Health System (LPHS), commonly referred to as Triple 0 funds. This FYI annual contract
with the Department of State Health Services, DSHS Document No. 2009-028369, provides
financial assistance to improve or strengthen local public health infrastructure by developing
objectives to address public health issues and utilize resources provided through this contract to
conduct activities and services that provide or support the delivery of essential public health
services. Programs will also assess, monitor, and evaluate the essential public health services, and
develop strategies to improve the delivery of essential public health services to identified service
areas. The contract begins on 09/01/2010 and ends on 08/31/2011.
This attachment supports comprehensive public health services that are consistent with the Health
Department Mission Statement. This attachment supports an effective public health system with the
specific goal of improving public health capacity to respond to both emerging and continuing public
health threats. Grant objective includes conducting case investigations and education/treatment for
notifiable (reportable) conditions.
The $108,204 in financial assistance provides 100% of salaries and 76% of fringes for two current
City employees, one Registered Nurse and one Licensed Vocational Nurse. Without the funding
from the Texas Department of Health contract, our local public health efforts would be greatly
impaired and the risk of illness due to vaccine preventable and notifiable diseases in Lubbock
citizens would increase.
FISCAL IMPACT:
The total amount approved for the entire contract year is $108,204, which is level funding,
compared to the previous contract year in FY10. The General Fund will contribute an estimated
$9,320 (24% of total fringes) to the program to cover FICA, Health, Dental, and Stability Pay
benefits for the 2 employees. The $9,320 is included in the FY `1 Igeneral fund budget.
SUMMARY/RECOMMENDATION:
Scott Snider, Assistant City Manager
Bridget Faulkenberry, Public Health Manager