HomeMy WebLinkAboutResolution - 2015-R0227 - PHEPC Contract - TXDSHS - 07/23/2015Resolution No. 2015-RO227
Item No. 6. 1.1
July 23, 2015
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, the Public Health Emergency
Preparedness Cooperative Contract 2016-001284-00 and any associated documents with
the State of Texas acting by and through its Department of State Health Services (DSHS).
Said Contract is attached hereto and incorporated in this resolution as if fully set forth
herein and shall be included in the minutes of the City Council.
Passed by the City Council on July 23 2015
GLEN C. ROBERTSON, MAYOR
ATTEST:
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
Katherine Wells, Director of Public Health
APPROVED AS TO FORM:
Amy Si e uty City.Attomey
RES.Contract-PREP and DSHS.6.23.15
Resolution No. 2015-RO227
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT 2016-001284-00
This 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 (Contractor), a
Governmental, (collectively, the Parties) entity.
1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations.
2. Total Amount: The total amount of this Contract is $253,711.00.
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
grams 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 07/01/2015 and ends on 06/30/2016. DSHS
has the option, in its sole discretion, to renew the Contract. 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. Program Name: CPS/HAZARDS Public Health Emergency Preparedness (PNEP)
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7. Statement of Work:
A. Contractor shall perform activities in support of the Public Health Emergency Preparedness Cooperative
Agreement (Funding Opportunity Number CDC-RFA-TP1 2-12010402CONT1 5) from the Centers for
Disease Control and Prevention (CDC). CDC's five-year Public Health Emergency Preparedness (PREP)
— Hospital Preparedness Program (HPP) Cooperative Agreement seeks to align PHEP and HPP
programs and advance public health and healthcare preparedness. Contractor shall perform the activities
required under this Program Attachment in the Service Area designated in the most recent version of
Section 8. "Service Area" of this contract.
B. Identify the appropriate jurisdictional partners to address the emergency preparedness, response, and
recovery needs of older adults regarding public health, medical and mental health behavioral needs and
address processes and accomplishments to meet the needs of older adults.
C. Provide DSHS with situational awareness data generated through interoperable networks of electronic
data systems,
D. Contractor shall address public health preparedness capabilities including, but not limited to the
contractor's work plan submitted to DSHS as provided for in Section 7. "Statement of Work" (0) of this
contract.
1. Capability 1 — Community Preparedness is the ability of communities to prepare for, withstand, and
recover — in both the short and long terms — from public health incidents.
2. Capability 2 — Community Recovery is the ability to collaborate with community partners, e.g., healthcare
organizations, business, education, and emergency management) to plan and advocate for the rebuilding
of public health, medical, and mental/behavioral health systems to at least a level of functioning comparable
to pre -incident levels and improved levels where possible.
3.- Capability 3 — Emergency Operations Center Coordination is the ability to direct and support an event
or incident with public health or medical implications by establishing a standardized, scalable system of
oversight, organization, and supervision consistent with jurisdictional standards and practices with the
National Incident Management System.
4. Capability 4 — Emergency Public Information and Warning is the ability to develop, coordinate, and
disseminate information, alerts, warnings, and notifications to the public and incident management
responders.
5. Capability 5 — Fatality Management is the ability to coordinate with other organizations (e.g., law
enforcement, healthcare, emergency management, and medical examiner/coroner) to ensure the proper
recovery, handling, identification, transportation, tracking, storage, and disposal of human remains and
personal effects; certify cause of death, and facilitate access to mental/behavioral health services to the
family members, responders, and survivors of an incident.
6. Capability 6 — Information Sharing is the ability to conduct multijurisdictional, multidisciplinary exchange
of health-related information and situational awareness data among federal, state, local, territorial, and
tribal levels of government, and the private sector. This capability includes the routine sharing of information
as well as issuing of public health alerts to federal, state, local, territorial, and tribal levels of government
and the private sector in preparation for and in response to events or incidents of public health significance.
7. Capability 7 — Mass Care is the ability to coordinate with partner agencies to address the public health,
medical, and mental/behavioral health needs of those impacted by an incident at a congregate location.
This capability includes the coordination of ongoing surveillance and assessment to ensure that local health
needs to continue to me met as the incident evolves.
8. Capability 8 — Medical Countermeasure Dispensing is the ability to provide medical countermeasures
(including vaccines, antiviral drugs, antibiotics, antitoxin, etc.) in support of treatment or prophylaxis (oral or
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vaccination) to the identified population in accordance with public health guidelines and/or
recommendations.
9. Capability 9 — Medical Materiel Management and Distribution is the ability to acquire, maintain (e.g.,
cold chain storage or other storage protocol), transport distribute, and track medical materiel (e.g.,
pharmaceuticals, gloves, masks, and ventilators) during an incident and to recover and account for unused
medical materiel, as necessary, after an incident.
10. Capability 10 — Medical Surge is the ability to provide adequate medical evaluation and care during
events that exceed the limits of the normal medical infrastructure of an affected community. It encompasses
the ability of the healthcare system to survive a hazard impact and maintain or rapidly recover operations
that were compromised.
11. Capability 11 — Non -Pharmaceutical Interventions are the ability to recommend to the applicable lead
agency (if not public health) and implement, if applicable, strategies for disease, injury, and exposure
control. Strategies include the following: isolation and quarantine; restrictions on movement and travel
advisory/warnings; social distancing; external decontamination; hygiene; and precautionary behaviors.
12. Capability 12 — Public Health Laboratory Testing is the ability to conduct rapid and conventional
detection, characterization, confirmatory testing, data reporting, investigative support, and laboratory
networking to address actual or potential exposure to all -hazards. Hazards include chemical, radiological,
and biological, and biological agents in multiple matrices that may include clinical samples, food, and
environmental samples (e.g., water, air, and soil). This capability supports routine surveillance, including
pre -event incident and post -exposure activities.
13. Capability 13 — Public Health Surveillance and Epidemiological Investigations is the ability to create,
maintain, support, and strengthen routine surveillance and detection systems and epidemiological
investigation processes, as well as to expand these systems and processes in response to incidents of
public health significance.
14. Capability 14 — Responder Safety and Health describes the ability to protect public health agency staff
responding to an incident and the ability to support the health and safety needs of hospital and medical
facility personnel, if requested.
15. Capability 15 — Volunteer Management is the ability to coordinate the identification, recruitment,
registration, credential verification, training, and engagement of volunteers to support the jurisdictional
public health agency's response to incidents of public health significance.
E. Contractor will not exceed the total amount of this Contract without DSHS prior approval, which will be
evidenced by the Parties executing a written amendment.
F. Contractor will comply with all applicable federal and state laws, rules, and regulations including, but not
limited to, the following:
1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002;
2. Public Law 113-05, Pandemic and All -Hazards Preparedness Reauthorization Act; and
3. Texas Health and Safety Code Chapter 81.
G. Contractor will comply with all applicable regulations, standards and guidelines in effect on the beginning
date of the Term of this Contract.
H. The Parties have the authority under Texas Government Code Chapter 791 to enter into this Interlocal
Cooperation Contract.
I. Funds awarded for this Contract must be matched by costs or third party contributions that are not paid by
the Federal Government under another award, except where authorized by Federal statute to be used for
cost sharing or matching. The non-federal contributions (match) may be provided directly or through
donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including
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plant, equipment, or services. The costs that the Contractor incurs in fulfilling the matching or cost-sharing
requirement are subject to the same requirements, including the cost principles, that are applicable to the
use of Federal funds, including prior approval requirements and other rules for allowable costs as
described in 45 CFR 74.23 and 45 CFR 92.24.
J. The Contractor is required to provide matching funds for this Contract not less than ten -percent of the
allocation amount. Cash match is defined as an expenditure of cash by the contractor on allowable costs of
this Contract that are borne by the contractor. In-kind match is defined as the dollar value of non-cash
contributions by a third party given in goods, commodities, or services that are used in activities that benefit
this Contract's project and that are contributed by non-federal third parties without charge to the contractor.
The criteria for match must:
1. Be an allowable cost under the applicable federal cost principle;
2. Be necessary and reasonable for the efficient accomplishment of project or program objectives;
3. Be verifiable within the contractor's (or subcontractor's) records;
4. Be documented, including methods and sources, in the approved budget (applies only to cost
reimbursement Contracts);
5. Not be included as contributions toward any other federally -assisted project or program (match can count
only once);
6. Not be paid by the Federal Government under another award, except where authorized by Federal
statute to be used for cost sharing or match;
7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract;
8. Be adequately documented;
9. Must follow procedures for generally accepted accounting practices as well as meet audit requirements;
and
10. Value the in-kind contributions reported and must be supported by documentation reflecting the use of
goods and/or services during the Contract term.
K. In the event of a public health emergency involving a portion of the state Contractor will mobilize and
dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements and not
performing critical duties in the jurisdiction served, to the affected area of the state upon receipt of a written
request from DSHS.
L. Contractor will inform DSHS in writing if Contractor will not continue performance under this Contract
within 30 days of receipt of an amended standard(s) or guideline(s). DSHS may terminate this Contract
immediately or within a reasonable period of time as determined by DSHS.
M. Contractor will develop, implement and maintain a timekeeping system for accurately documenting staff
time and salary expenditures for all staff funded through this Contract, including partial full-time employees
and temporary staff.
N. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial
shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that
projected in Contractor's total Contract amount, Contractor's budget may be subject to a decrease for the
remainder of the Term of the Contract. Vacant positions existing after ninety days may result in a decrease
in funds.
O. The Contractor will:
1. Submit programmatic reports as directed by DSHS in a format specified by DSHS. Contractor will
provide DSHS other reports, including financial reports, and any other reports that DSHS determines
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necessary to accomplish the objectives of this contract and to monitor compliance;
2. Submit Performance Measures to DSHS within an established timeframe designated by DSHS as
required by the CDC.
3. Submit the Mitigation Plan due to DSHS within an established timeframe designated by DSHS;
4. Submit the Emergency Support Function 8 plans developed in accordance with the Texas Department of
Emergency Management (TDEM) and DSHS Planning Standards within 30 days of request from DSHS.
5. Submit by the last day of every month a list of all reported clusters and information on investigation
findings on the tracking sheet provided by the DSHS
6. Submit a current Multi -Year Training & Exercise Plan that covers FY16 through FY21 to DSHS by July 6,
2015, using the template provided by DSHS. In accordance with HSEEP guidelines, contractors must
conduct or participate in a Multi-year Training and Exercise Workshop with all applicable agencies and
submit an agenda and a participant roster as documentation of attendance.
7. Complete and submit the Operational Readiness Review (ORR) provided by DSHS to DSHS SNS
SharePoint 20 business days prior to review;
a. Provide updated Point of Dispensing (POD) standards data for submission to DSHS SNS SharePoint
by April 1, 2016;
b. Perform and submit metrics on three SNS operation drills (at pre -identified POD locations and existing
call down rosters) and submit After Action Reviews/Improvements sixty days after completion of the drill or
by April 1, 2016. Acceptable drills include:
I. Staff Call Down;
ii. Facility Set-up;
iii. POD Activation;
iv. Dispensing Throughput; and
v. RealOpt usage;
c. Submit above items listed in 7 (b) to Prepared nessExercise@dshs.state.tx.us by April 1, 2016.
8. Submit the Mid -Year Report due to DSHS within an established timeframe designated by DSHS.
9. Complete an End -Of -Year performance report in a format specified by DSHS no later than August 15,
2016.
10. Conduct or participate in, at least, one Preparedness Exercise which includes evaluation of capabilities
and objectives in accordance to the Contractor's exercise plan and developed in accordance with
Homeland Security Exercise and Evaluation Program (HSEEP) standards. Contractor will submit to DSHS
an exercise notification following the Concept and Objectives meeting in accordance with timeframes
established in DSHS Exercise Guidance. A joint after action report/improvement plan must be submitted
within 60 days of the exercise to the DSHS Exercise Team mailbox
(preparednessexercise@dshs.state.tx.us). The After Action Report must also include a Corrective Action
Plan. These exercises may include a tabletop exercise, a functional exercise, or a full-scale exercise to test
preparedness and response capabilities, but not associated with Strategic National Stockpile (SNS).
11. Designate a member of the PHEP program to attend, in person, the PHEP all four quarterly meetings
of the contract term. If the designee is unable to attend the first meeting in person, the Contractor must
petition DSHS in writing requesting an exemption and proposal for attending a subsequent quarterly
meeting.
12. Complete all additional reporting requirements. Due dates will be listed in the most current DSHS
reporting schedule, to be released no later than August 3, 2015.
13. If Contractor is legally prohibited from providing any report under this Contract, Contractor will
immediately notify DSHS in writing.
P. In the event of another local, state, or federal emergency the Contractor has the authority to utilize
approximately five percent of the Contractor's staffs time supporting this Program Attachment for response
efforts. DSHS shall reimburse Contractor up to five percent of this Program Attachments funded by CDC
for personnel costs responding to an emergency event. Contractor shall maintain records to document the
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time spent on response efforts for auditing purposes. Allowable activities also include participation of drills
and exercises in the pre -event time period. Contractor shall notify the Assigned Contract Manager in
writing when this provision is implemented.
Q. For the purposes of this Contract, the Contractor may not use funds for research, clinical care,
fund-raising activities or lobbying, construction or major renovations, for reimbursement of pre -award costs,
to supplant existing state or federal funds for activities, payment or reimbursement of backfilling costs for
staff, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible.
R. Contractor shall only expend funds for reasonable program purposes, including personnel, travel,
supplies, and services, such as contractual.
S. Contractor shall cooperate with DSHS to coordinate all planning, training and exercises performed
under this Program Attachment with local emergency management and the Texas Division of Emergency
Management (IDEM) District Coordinators assigned to the contractor's sub -state region, to ensure
consistency and coordination of requirements at the local level and eliminate duplication of effort between
the various domestic preparedness funding sources in the state.
T. Contractor shall coordinate all risk communication activities with the DSHS Communications Unit by
using DSHS's core messages posted on the DSHS website, and submitting copies of draft risk
communication materials to DSHS for coordination prior to dissemination.
U. Volunteer Management (Capability 15): If Contractors are using volunteers, such as Medical Reserve
Corps or Strategic National Stockpile (SNS) point of dispensing volunteers, and then Contractors must use
the Texas Disaster Volunteer Registry (TDVR), Texas' version of the Emergency System for the Advanced
Registration of Volunteer Health Professionals (ESAR-VHP) system as their main volunteer management
tool.
PERFORMANCE MEASURES:
A. DSHS will monitor the Contractor's compliance with the requirements in Section I and this Contract and
failure to meet these requirements may result in withholding a portion of any subsequent PHEP base
awards.
B. The initial reporting requirements for the performance measures are subject to change as DSHS and
CDC may modify performance measures and due dates. DSHS will provide notification to the Contractor
of any changes under this Section.
BILLING INSTRUCTIONS:
Contractor will request payment using the State of Texas Purchase Voucher (Form B-13) on a monthly
basis and acceptable supporting documentation for reimbursement of the required services/deliverables.
Additionally, the Contractor will submit the Financial Status Report (FSR -269A). Vouchers, supporting
documentation and Financial Status Report should be mailed or emailed to the addresses below.
Claims Processing Unit, MC1940
Texas Department of State Health Services
1100 West 49th Street
PO Box 149347
Austin, TX 78714-9347
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B-13: invoices@dshs.state.tx.us
Php.vouchersupport@dshs.state.tx.us
Support Document: invoices@dshs.state.tx.us
Php.vouchersupport@dshs. state. tx. us
B-1 3A: invoices@dshs.state.tx.us
Php.vouchersupport@dshs.state. tx. us
FSR: invoices@dshs.state.tx.us
Php.vouchersupport@dshs.state.tx.us
FSRGrants@dshs.state.tx.us
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8. Service Area
Lubbock County
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This section intentionally left blank.
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10. Procurement method:
Non -Competitive
Interagency/Interlocal
GST -2012 -Solicitation -00043 RLHS GOLIVE HAZARDS PROPOSAL
11. Renewals:
Number of Renewals Remaining: 1 Date Renewals Expire: 06/30/2017
12. Payment Method:
Cost Reimbursement
13. Source of Funds:
93.069, 93.069
14. DUNS Number:
058213893
Page 10 of 14
This section intentionally left blank.
Page 11 of 14
16. Special Provisions
A. Contractor will submit final close-out bill or revisions to previous reimbursement request(s) no later than
August 15, 2016. No expenditures with service dates from July 1, 2015 to June 30, 2016 will be paid after
August 15, 2016 from the Budget Period 4(BP4) allocation. This Subsection supersedes Section 4.03 of
the Fiscal Year 2016 Department of State of Health Services General Provisions (Core/Sub Recipient).
B. DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on
these reviews, DSHS may reallocate funding between contracts to maximize use of available funding.
C. General Provisions, Access and Inspection Article XI, Access Section 11.01 is hereby revised to include
the following:
In addition to the site visits authorized by this Article of the General Provisions, Contractor shall allow DSHS
to conduct on-site quality assurance reviews of Contractor. Contractor shall comply with all DSHS
documentation requests and on-site visits. Contractor shall make available for review all documents related
to the Program Attachment, upon request by the DSHS Program staff.
D. General Provisions, General Business Operations of Contractor Article XIV, Equipment Purchases
(Including Controlled Assets), Section 14.20, is revised as follows:
Contractor is required to initiate the purchase of approved equipment no later than June 30, 2016 as
documented by issue of a purchase order or written order confirmation from the vendor on or before June
30, 2016. In addition, all equipment must be received no later than 45 calendar days following the end of the
Program Attachment term.
E. General Provisions, General Terms Article XV, Amendment Section 15.15, is amended to include the
following:
Contractor must submit all amendment and revision requests in writing to the Division Contract Management
Unit at least 90 days prior to the end of the term of this Program Attachment.
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17. Documents Forming Contract. The Contract consists of the following:
a. Contract (this document) 2016-001284-00
b. General Provisions Subrecipient General Provisions
c. Attachments Budget
d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding
Accountability and Transparency Act (FFATA) Certification
e. Exhibits
Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract
unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the
order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and
then Contractor's response to the Solicitation Document, if any.
19. 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
Vendor Identification Number: 17560005906
20. 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.
I certify that I am authorized to sign this document and I have read and agree to all parts of the contract,
Department of State Health Services
By:
Signature of Authorized Official
Date
Name and Title
1100 West 49th Street
Address
Austin, TX 78756-4204
City, State, Zip
Telephone Number
E-mail Address
City WLubbocBy:
Signial
Date July 23, 2015
Name and Title Glen C. Robertson, MAYOR
Address 1625 13th Street
City, State, Zip Lubbock, Texas 79401
Telephone Number 806-775-2003
E-mail Address grobertson@mylubbock.us
Page 13 of 14
ATTEST:
Rebe a Garza, City Secretary
Approved as to content:
f.
Katherine Wells, Director of Public Health
Approved as to form:
Budget Summary
Organization Name: City of Lubbock Program ID: CPS/HAZARDS
Contract Number: 2016-001284-00
Budget Categories
Budget Categories
DSHS Funds
Requested
Cash Match
In Kind Match
Contributions
Category Total
Personnel
$147,864.00
$0.00
$0.00
$147,864.00
Fringe Benefits
$75,026.00
$0.00
$0.00
$75,026.00
Travel
$5,725.00
$0.00
$0.00
$5,725.00
Equipment
$0.00
$0.00
$0.00
$0.00
Supplies
$10,636.00
$0.00
$0.00
$10,636.00
Contractual
$0.00
$0.00
$0.00
$0.00
Other
$14,460.00
$0.00
$0.00
$14,460.00
Total Direct Costs
$253,711.00
$0.00
$0.00
$253,711.00
Indirect Costs
$0.00
$25,371.00
$0.00
$25,371.00
Totals
$253,711.00
$25,371.00
$0.00
$279,082.00
Page 14 of 14
Fiscal Year 2015 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Contents
ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE ............................5
Section1.01
Contract Components...........................................................................................5
Section1.02
Order of Precedence.............................................................................................5
ARTICLE II
COMPLIANCE AND REPORTING......................................................................5
Section 2.01
Compliance with General Provisions, Statutes and Rules................................5
Section 2.02
Compliance with Requirements of Solicitation Document...............................5
Section2.03
Reporting...............................................................................................................6
Section 2.04
Client Financial Eligibility...................................................................................6
Section 2.05
Applicable Contracts Law and Venue for Disputes...........................................6
Section 2.06
Applicable Laws and Regulations Regarding Funding Sources......................6
Section 2.07
Statutes and Standards of General Applicability..............................................6
Section 2.08
Applicability of General Provisions to Interagency and Interlocal Contracts.
FUNDING................................................................................................................12
8
Section 2.09
Civil Rights Policies and Complaints..................................................................9
Section 2.10
Licenses, Certifications, Permits, Registrations and Approvals .......................9
Section2.11
Funding Obligation.............................................................................................10
Section 2.12
Whistleblower Protection...................................................................................10
Section 2.13
Federal Assistance Identification Number.......................................................10
ARTICLE III SERVICES..............................................................................................................10
Section 3.01
Education to Persons in Residential Facilities..................................................10
Section3.02
Disaster Services..................................................................................................10
Section 3.03
Consent to Medical Care of a Minor.................................................................11
Section 3.04
Telemedicine Medical Services..........................................................................11
Section 3.05
Fees for Personal Health Services.....................................................................11
Section 3.06
Cost Effective Purchasing of Medications........................................................11
Section 3.07
Services and Information for Persons with Limited English Proficiency. ....
12
ARTICLEIV
FUNDING................................................................................................................12
Section 4.01
Debt to State and Corporate Status..................................................................12
Section4.02
Application of Payment Due..............................................................................12
Section4.03
Use of Funds........................................................................................................12
Section 4.04
Use for Match Prohibited...................................................................................12
Section4.05
Program Income..................................................................................................13
Section4.06
Nonsupplanting...................................................................................................13
ARTICLE V
PAYMENT METHODS AND RESTRICTIONS................................................13
Section 5.01
Payment Methods................................................................................................13
Section 5.02
Billing Submission...............................................................................................13
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
Section 5.03
Final Billing Submission.....................................................................................14
Section5.04
Working Capital Advance..................................................................................14
Section5.05
Financial Status Reports(FSRs)........................................................................14
Section5.06
Third Party Payors.............................................................................................14
ARTICLE VI
TERMS AND CONDITIONS OF PAYMENT....................................................15
Section6.01
Prompt Payment.................................................................................................15
Section6.02
Department Review............................................................................................15
Section 6.03
Withholding Payments.......................................................................................15
Section 6.04
Condition Precedent to Requesting Payment...................................................15
Section 6.05
Acceptance as Payment in Full..........................................................................15
ARTICLE VII
ALLOWABLE COSTS AND AUDIT REQUIREMENTS .............................16
Section7.01
Allowable Costs...................................................................................................16
Section 7.02
Independent Single or Program -Specific Audit...............................................17
Section7.03
Submission of Audit............................................................................................17
ARTICLE VIII
CONFIDENTIALITY........................................................................................18
Section8.01
Maintenance of Confidentiality...........................................................................18
Section 8.02
Department Access to PHI and Other Confidential Information.................18
Section 8.03
Exchange of Client -Identifying Information....................................................18
Section 8.04
Security of Patient or Client Records................................................................18
Section 8.05
HIV/AIDS Model Workplace Guidelines.........................................................19
Section 9.01
Texas Public Information Act............................................................................19
ARTICLE X
RECORDS RETENTION......................................................................................19
Section10.01
Retention..............................................................................................................19
ARTICLE XI
ACCESS, INSPECTION AND AUDIT OF RECORDS................................19
Section11.01
Access and Inspection.........................................................................................19
Section 11.02
State Auditor's Office.........................................................................................20
Section11.03
Responding to Deficiencies.................................................................................20
Section 12.01
Child Abuse Reporting Requirement................................................................20
Section12.02
Significant Incidents...........................................................................................21
Section12.03
Litigation..............................................................................................................21
Section 12.04
Contract or License Action Against the Contractor........................................21
Section12.05
Insolvency............................................................................................................21
Section 12.06
Misuse of Funds and Performance Malfeasance..............................................22
Section 12.07
Criminal Activity and Disciplinary Action.......................................................22
Section 12.08
Retaliation Prohibited........................................................................................22
Section12.09
Documentation....................................................................................................23
ARTICLE XIII
ASSURANCES AND CERTIFICATIONS......................................................23
Section13.01
Certification.........................................................................................................23
Section 13.02
Child Support Delinquencies.............................................................................24
Section13.03
Authorization.......................................................................................................24
Section 13.04
Gifts and Benefits Prohibited.............................................................................24
Section 13.05
Ineligibility to Receive the Contract..................................................................24
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 2
Section13.06
Antitrust...............................................................................................................25
Section15.02
Lobbying..............................................................................................................33
Section 13.07
Initiation and Completion of Work...................................................................25
ARTICLE XIV
GENERAL BUSINESS OPERATIONS OF CONTRACTOR .......................25
Section 14.01
Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees.
25
Section 14.02
Management and Control Systems....................................................................25
Section14.03
Insurance.............................................................................................................26
Section15.09
Successors............................................................................................................35
Section14.04
Fidelity Bond.......................................................................................................26
Section15.11
Parties...................................................................................................................36
Section14.05
Liability Coverage...............................................................................................26
Section14.06
Overtime Compensation.....................................................................................27
Section14.07
Program Site........................................................................................................27
Section14.08
Cost Allocation Plan...........................................................................................27
Section14.09
No Endorsement..................................................................................................27
Section 14.10
Historically Underutilized Businesses(HUBs).................................................28
Section14.11
Buy Texas.............................................................................................................28
Section 14.12
Contracts with Subrecipient and Vendor Subcontractors..............................28
Section14.13
Status of Subcontractors....................................................................................29
Section 14.14
Incorporation of Terms in Subrecipient Subcontracts....................................29
Section14.15
Independent Contractor.....................................................................................29
Section14.16
Authority to Bind................................................................................................30
Section14.17
Tax Liability........................................................................................................30
Section14.18
Notice of Organizational Change......................................................................30
Section14.19
Quality Management..........................................................................................30
Section14.20
Equipment...........................................................................................................30
Section14.21
Supplies................................................................................................................30
Section 14.22
Changes to Equipment List................................................................................31
Section 14.23
Property Inventory and Protection of Assets...................................................31
Section14.24
Bankruptcy..........................................................................................................31
Section14.25
Title to Property..................................................................................................31
Section14.26
Property Acquisitions.........................................................................................32
Section14.27
Disposition of Property.......................................................................................32
Section14.28
Closeout of Equipment.......................................................................................32
Section 14.29
Assets as Collateral Prohibited..........................................................................32
ARTICLE XV
GENERAL TERMS............................................................................................32
Section15.01
Assignment...........................................................................................................32
Section15.02
Lobbying..............................................................................................................33
Section15.03
Conflict of Interest..............................................................................................33
Section 15.04
Transactions Between Related Parties..............................................................34
Section 15.05
Intellectual Property...........................................................................................34
Section15.06
Other Intangible Property.................................................................................35
Section 15.07
Severability and Ambiguity...............................................................................35
Section15.08
Legal Notice. A...................................................................................................35
Section15.09
Successors............................................................................................................35
Section15.10
Headings...............................................................................................................36
Section15.11
Parties...................................................................................................................36
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
Section 15.12 Survivability of Terms........................................................................................36
Section15.13 Direct Operation.................................................................................................36
Section 15.14 Customer Service Information..........................................................................36
Section15.15 Amendment.........................................................................................................36
Section 15.16 Contractor's Notification of Change to Certain Contract Provisions ........... 37
Section 15.17 Contractor's Request for Revision of Certain Contract Provisions .............. 37
Section15.18 Immunity Not Waived........................................................................................38
Section 15.19 Hold Harmless and Indemnification.................................................................38
Section15.20 Waiver..................................................................................................................38
Section 15.21 Electronic and Information Resources Accessibility and Security Standards.
38
Section15.22 Force Majeure.....................................................................................................40
Section15.23 Interim Contracts................................................................................................40
Section15.24 Cooperation and Communication.....................................................................41
ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
41
Section16.03 Notice of Remedies or Sanctions........................................................................42
Section16.04 Emergency Action...............................................................................................42
ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT....................................................43
Section 17.01 Breach of Contract Claim..................................................................................43
Section17.02 Notice....................................................................................................................43
Section17.03 Sole Remedy........................................................................................................43
Section 17.04 Condition Precedent to Suit...............................................................................43
Section 17.05 Performance Not Suspended..............................................................................43
ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION.................................44
Section 18.01 Expiration of Contract or Program Attachment(s).........................................44
Section18.02 Effect of Termination.........................................................................................44
Section 18.03 Acts Not Constituting Termination...................................................................44
Section 18.04 Termination or Temporary Suspension Without Cause.................................44
Section18.05 Termination For Cause......................................................................................45
Section18.06 Notice of Termination.........................................................................................46
ARTICLE XIX VOID, SUSPENDED, AND TERMINATED CONTRACTS .........................46
Section19.01 Void Contracts.....................................................................................................46
Section 19.02 Effect of Void, Suspended, or Involuntarily Terminated Contract ............... 46
Section 19.03 Appeals Rights.....................................................................................................47
ARTICLE XX CLOSEOUT........................................................................................................47
Section 20.01 Cessation of Services At Closeout......................................................................47
Section 20.02 Administrative Offset.........................................................................................47
Section20.03 Deadline for Closeout.........................................................................................47
Section20.04 Payment of Refunds............................................................................................47
Section 20.05 Disallowances and Adjustments........................................................................48
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE
Section 1.01 Contract Components.
As used in herein, the "Contract" consists of the following documents:
a) the Core Contract and the Program Attachment(s) or statements of work, including all
attachments,
b) addenda or amendments thereto and these General Provisions;
c) the solicitation document, including all attachments, addenda or amendments thereto; and
d) the response, proposal or application submitted by Contractor in response to the solicitation
document.
Section 1.02 Order of Precedence.
To the extent that there is any conflict between the terms of any contract component document, the
conflict will be resolved in the above order of priority.
ARTICLE II COMPLIANCE AND REPORTING
Section 2.01 Compliance with General Provisions, Statutes and Rules.
Contractor shall comply, and shall require its subcontractor(s) to comply, with these General
Provisions, 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 tern of this
Contract.
Section 2.02 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
Section 2.03 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 any 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 2.04 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 2.05 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 2.06 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 (as codified in Title 2 of the Code of Federal Regulations), 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 Comptroller of Public Accounts, Texas Procurement and Support Services
Division. UGMA and UGMS can be located through web links on the DSHS website at
http://www.dslis.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 web links 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 2.07 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, exclusion from or limitation of
participation in programs, benefits or activities or denial of any aid, care, service or other
benefit 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)
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
6
Title VI of the Civil Rights Act of 1964, 42 USC §§2000d et seq.; 2) Title IX 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; 12) Drug Abuse Office and
Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 13) 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; 14) Title VIII of the Civil Rights Act of 1968, 42 USC §§
3601 et seq., relating to nondiscrimination in housing; and 15) DSHS Policy AA -5018, Non-
discrimination Policy for DSHS Programs;
b) Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8
USC 1101 et seq., regarding employment verification; and Illegal Immigration Reform and
Immigrant Responsibility Act of 1996;
c) 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;
d) 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;
e) Hatch Political Activity Act, 5 USC §§1501-1508 and 7324-28, which limits the political activity
of employees whose employment is funded with federal funds;
f) 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;
g) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
h) Texas Workers' Compensation Act, Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin. Code
Part 2, regarding compensation for employees' injuries;
i) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the
regulation and certification of clinical laboratories;
j) 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;
k) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of
laboratory animals;
1) 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 § § 153 I et seq.; 9)
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
7
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;
m) 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);
n) Titles II 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;
o) 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;
p) 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;
q) 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;"
r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104);
s) Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if
required by a federal funding source of the Contract;
t) Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex.
Gov. Code Chapter 554); and
u) requirements of any other applicable state and federal statutes, executive orders, regulations, rules and
policies.
If this Contract is funded by a federal grant or cooperative agreement, Contractor shall, and shall cause its
subcontractors to, comply with additional state or federal requirements found in the Notice of Grant Award
and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award
from the contract manager assigned to the Program Attachment.
Section 2.08 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).
General Provisions (Core Subrecipient) 2015 (Month Day, Year)
8
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.
Section 2.09 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 —
Civil Rights Office
Health and Human Services Commission
701 W. 51st St., Mail Code W206
Austin, Texas 78751
(888) 388-6332 or (512) 438-4313
TTY Toll-free (877) 432-7232
HHSCivilRightsOffice@hhsc.state.tx.us
Section 2.10 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 9
Section 2.11 Funding Obligation.
This Contract is contingent upon the 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 of 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. Notice of any restriction or reduction will include instructions
and detailed information on how DSHS will fund the services and/or goods to be procured with the
restricted or reduced funds.
Section 1.03 Section 2.12 Whistleblower Protection.
Contractor shall include the Whistleblower Protection Enhancement Act and Texas Whistleblower
Act protections to grantees, their subgrantees and subcontractors and Contractor must inform its
employees of whistleblower rights and remedies.
Section 1.04 Section 2.13 Federal Assistance Identification Number.
Contractor shall include the Federal Assistance Identification Number (FAIN) on each subaward
under a Federal award to enable reporting of expenditures according to the FAIN. As a condition of
the award, Federal agencies require that all recipients document the assigned FAIN on each subaward
under the Federal award.
ARTICLE III S ERVICES
Section 3.01 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 3.02 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 10
Section 3.03 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 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 3.04 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 3.05 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. Any charges assessed to individuals for screenings must be accounted for as Program Income in
accordance with the DSHS Contractor's Financial Procedure Manual.
Section 3.06 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.
General Provisions (Core Subrecipient) 201 (Month Day, Year) 1 I
Section 3.07 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
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 IV FUNDING
Section 4.01 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 4.02 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 4.03 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 4.04 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 12
Section 4.05 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 4.06 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 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 V PAYMENT METHODS AND RESTRICTIONS
Section 5.01 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 5.02 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 pennitted
under the Third Party Payors section of this Article, Contractor shall submit requests for
reimbursement or payment monthly by the last business day of the month following the end of the
month covered by the bill. Contractor shall maintain all documentation that substantiates billing
submissions and make the documentation available to DSHS upon request.
General Provisions (Core Subrecipient) 201 (Month Day, Year) 13
Section 5.03 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 forty-five (45) 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
forty-five (45) 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 5.04 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 5.05 Financial Status Reports (FSRs).
Except as otherwise provided in these General Provisions or in the terms of any Program
Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets,
Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month
following the end of each quarter of the Program Attachment term for Department review and
financial assessment. Contractor shall submit the final FSR no later than forty-five (45) calendar
days following the end of the applicable term.
Section 5.06 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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 14
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 VI TERMS AND CONDITIONS OF PAYMENT
Section 6.01 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.
Section 6.02 Department Review.
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 and
recoupment of payments by the Department.
Section 6.03 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 6.04 Condition Precedent to Requesting Payment.
Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries,
and interest earned on such funds before requesting cash payments including any advance payments
from Department.
Section 6.05 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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 15
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 VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 7.01 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 Requirements
Administrative
Principle
Requirements
State, Local and Tribal
OMB Circular A-87
OMB Circular
UGMS, OMB Circular
Governments
(2 CFR, Part 225)
A-133 and UGMS
A-102, and applicable
Federal awarding
agency common rule
Educational Institutions
OMB Circular A-21
OMB Circular
OMB Circular A-110 (2
(2 CFR, Part 220)
A-133
CFR, Part 215) and
applicable Federal
awarding agency
common rule; and
UGMS, as applicable
Non -Profit
OMB Circular
OMB Circular
UGMS; OMB Circular
Organizations
A-122 (2 CFR, Part
A-133 and UGMS
A-110 (2 CFR, Part
230)
215) and applicable
Federal awarding
agency common rule
For-profit Organization
48 CFR Part 31,
OMB Circular A-
UGMS and applicable
other than a hospital and
Contract Cost
133 and UGMS
Federal awarding
an organization named
Principles
agency common rule
in OMB Circular A-122
Procedures, or
(2 CFR Part, 230) as not
uniform cost
subject to that circular.
accounting standards
that comply with
cost principles
acceptable to the
federal or state
awarding agency
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 16
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 7.02 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 Status Registration
Form. If Contractor fails to complete the Single Audit Status 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 six (6) years.
Section 7.03 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
Electronic submission to DSHS should be addressed as follows:
COSContractAdministration@.dshs.state.tx.us
Electronic submission to HHSC should be addressed as follows:
Queenah.Teamah@hhsc.state.tx.us
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 17
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 VIII CONFIDENTIALITY
Section 8.01 Maintenance of Confidentiality.
Contractor shall 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 8.02 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 8.03 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 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 8.04 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 18
Section 8.05 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 IX REQUIRED DISCLOSURES
Section 9.01 Texas Public Information Act.
Notwithstanding any provision in this Contract to the contrary, the Department will comply with the
Texas Public Information Act, Texas Government Code, Chapter 552, as interpreted by judicial
opinions and the opinions of the Attorney General of the State of Texas. If Contractor is not a state
agency, institution of higher education or other governmental entity, then Contractor is required to
make any information created or exchanged with the state pursuant to a contract, which is not
otherwise excepted from disclosure under the Texas Public Information Act, available in a format
that is accessible by the public at no additional charge to the state.
ARTICLE X RECORDS RETENTION
Section 10.01 Retention.
Contractor shall retain and preserve 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, and update
as necessary, the name and address of the party responsible for storage of records to the contract manager
assigned to the Program Attachment .
ARTICLE XI ACCESS, INSPECTION AND AUDIT OF RECORDS
Section 11.01 Access and Inspection.
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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 19
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 financial records, 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. 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 11.02 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 11.03 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 or management review 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 XII NOTICE REQUIREMENTS
Section 12.01 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
General Provisions (Core Subrecipient) 201 (Month Day, Year) 20
(HIV/STD); Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child
Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor shall 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 12.02 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 12.03 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 12.04 Contract or License Action Against the Contractor.
Contractor shall notify the contract manager assigned to the Contract 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; the date of the suspension or termination; 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 12.05 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
General Provisions (Core Subrecipient) 201 (Month Day, Year) 21
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 12.06 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 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 SAO at http://sao.fraud.state.tx.us, and
to the HHS Office of Inspector General at http://www.oi€.hhs.aov/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 12.07 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 12.08 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 22
Section 12.09 Documentation.
Contractor shall maintain appropriate documentation of all notices required under these General
Provisions.
ARTICLE XIII ASSURANCES AND CERTIFICATIONS
Section 13.01 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 voluntarily excluded from participation in this transaction by any federal or state
department or agency in accordance with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or
comparable federal regulations);
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 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 .
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 23
Section 13.02 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.
Section 13.03 Authorization.
Contractor certifies that it possesses legal authority to contract for the services described in this
Contract and, if applicable, 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 13.04 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 13.05 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 24
Section 13.06 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 13.07 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 XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 14.01 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-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 14.02 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 during
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 25
the term of the contract through the completion of the closeout procedures. 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 a
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 14.03 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 proceeds to repair the equipment
or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS.
Section 14.04 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. 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 14.05 Liability Coverage.
For the benefit of DSHS, Contractor shall at all times 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 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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 26
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 14.06 Overtime Compensation.
Except as provided in this section, 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 14.07 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.
Section 14.08 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
mai Ito: coscapgdshs.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 the plan previously submitted to DSHS, by signing this Contract, Contractor certifies that
its current Cost Allocation Plan for the current year is the same as the plan previously submitted. 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
http://www.dshs.state.tx.us/contracts/cfpm.shtm.
Section 14.09 No Endorsement.
Other than stating the fact that Contractor has a contract with DSHS, Contractor and its
subcontractors are prohibited from publicizing the contractual relationship between Contractor and
DSHS, and from using the Department's name, logo or website link in any manner that is intended,
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 27
or that could be perceived, as an endorsement or sponsorship by DSHS or the State of Texas of
Contractor's organization, program, services or product, without the express written consent of
DSHS.
Section 14.10 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 § 20.10 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(b).
Section 14.11 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 14.12 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 policies and procedures for competitive 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:
a) name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or
Employee Identification Number (EIN);
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).
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 28
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 14.13 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 14.14 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. If a subcontractor is unable to certify to
any of the statements in Section 14.13 or any of the certifications stated in the Assurances and
Certifications Article, Contractor shall submit an explanation to the contract manager assigned to the
Program Attachment . If the subcontractor's status with respect to the items certified in Section
14.13 or the assurances stated in the Assurances and Certifications Article changes during the term of
this Contract, Contractor shall immediately notify the contract manager assigned to the Program
Attachment .
Section 14.15 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.
General Provisions (Core Subrecipient) 201 (Month Day, Year) 29
Section 14.16 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 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 14.17 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 14.18 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 14.19 Quality Management.
Contractor shall comply with quality management requirements as directed by the Department.
Section 14.20 Equipment.
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. Contractors shall inventory all
equipment, and report the inventory on the Contractors Property Inventory Form as required under
Section 14.23. Contractor shall initiate the purchase of all equipment approved in writing by DSHS,
in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely
initiate the purchase of equipment may result in the 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 14.21 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.
Tangible personal property includes controlled assets, including firearms, regardless of the
acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 30
$5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-
portable printers and copiers, emergency management equipment, communication devices and
systems, medical and laboratory equipment, and media equipment are also considered Supplies. Prior
approval by DSHS of the purchase of controlled assets is not required, but such purchases must be
reported on the Contractors Property Inventory Form as detailed under Section 14.23.
Section 14.22 Changes to Equipment List.
All items of equipment to be_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. 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; or, in the case of minor
changes to Contractor's approved equipment list, by email in accordance with the Contractor's
Financial Procedures Manual.
Section 14.23 Property Inventory and Protection of Assets.
Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, 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 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`" 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 14.24 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 14.25 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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 31
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 14.26 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 14.27 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.
Section 14.28 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 14.29 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 XV GENERAL TERMS
Section 15.01 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 32
Section 15.02 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 2 CFR Part 230 (OMB Circulars A-122), Appendix B paragraph 25;
2 CFR Part 225 (A-87) Appendix B section -24; 2 CFR §215.27 (A-110) and 2 CFR Part 220 (A-21)
Appendix A, subsection J.17 and J.28. Contractor shall include this provision in any subcontracts.
Section 15.03 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
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 33
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 15.04 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. 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 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. 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 15.05 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 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 any)" and "Its contents are solely the responsibility of the authors
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 34
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 trademarks 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 15.06 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, software licenses
with a value of $500 or more, 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 15.07 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 15.08 Legal Notice. A
ny 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 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 15.09 Successors.
This Contract will be binding upon the Parties and their successors and assignees, except as expressly
provided in this Contract.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 35
Section 15.10 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 15.11 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 15.12 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 15.13 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 15.14 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 15.15 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) 201 (Month Day, Year) 36
Section 15.16 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 transfers that exceed 25% 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 (This subsection does not apply to contracts funded by funding
sources that have different percentage requirements);
d) minor corrections or clarifications to the Contract language that in no way alter the scope of work,
objectives or performance measures; and
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.
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, but the contract will not be amended. The notification
may be by letter, fax or email. Except for contracts funded by funding sources that have different percentage
requirements, cumulative budget line item transfers of 25% 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 15.17 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 transfers among direct cost categories, other than the equipment category, that
exceed 25% of Program Attachments of $100,000 or more, provided that the total budget amount is
unchanged (This subsection does not apply to contracts funded by funding sources that have different
percentage requirements);
b) budget 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;
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) cumulative budget transfers into or out of the equipment category that do not exceed 10% of any
Program Attachment, provided that the total budget amount is unchanged (cumulative transfers from
or to the equipment category that equal or exceed 10% of any Program Attachment require an
amendment to this Contract as described in the Amendment section of this Article).
In order to request a revision of any of the enumerated provisions, Contractor shall request the change
in writing from their assigned contract manager. A separate Contractor Revision Request is required
for each Program Attachment to be revised. Circumstances of a requested contract revision may
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 37
indicate the need for an amendment described in the Amendment section of this Article rather than a
contract revision amendment under this section.
Section 15.18 Immunity Not Waived.
The Parties expressly agree that no provision of this contract is in any 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 15.19 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 15.20 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 15.21 Electronic and Information Resources Accessibility and Security Standards.
(a) This section applies if the Contract requires the Contractor to procure or develop Electronic and
Information Resources (EIR) for DSHS, or to change any of DSHS' EIR. This section also applies if
the Contract requires the Contractor to perform a service or supply goods that include EIR that (i)
DSHS employees are required to use or permitted access to; or (ii) Members of the public are
required or permitted to access. This section does not apply to incidental uses of EIR in the
performance of a contract, unless the parties agree that the EIR will become property of the state or
will be used by DSHS clients after completion of the Contract.
Nothing in this section is intended to prescribe the use of particular designs or technologies or to
prevent the use of alternative technologies, provided they result in substantially equivalent or greater
access to and use of a product/service.
(b) Definitions.
1. "Accessibility Standards" means the Electronic and Information Resources Accessibility
Standards in 1 TAC Chapter 213, and the Web Site Accessibility Standards/Specifications in
1 TAC Chapter 206.
2. "Electronic and Information Resources" means information resources, including
information resources technologies, and any equipment or interconnected system of
equipment that is used in the creation, conversion, duplication, or delivery of data or
information. The term includes, but is not limited to, telephones and other
General Provisions (Core Subrecipient) 201 (Month Day, Year) 38
telecommunications products, information kiosks, transaction machines, Internet websites,
multimedia resources, and office equipment, including copy machines and fax machines.
3. "Electronic and Information Resources Accessibility Standards means the accessibility
standards for electronic and information resources contained in Volume 1 Texas
Administrative Code chapter 213.
4. "Web Site Accessibility Standards/Specifications" means standards contained in Volume
1 Texas Administrative Code Chapter 206.
5. "Products" means information resources technologies that are, or are related to, EIR.
(c) Accessibility Requirements. Under Texas Government Code Chapter 2054, Subchapter M,
and implementing rules of the Department of Information Resources (DIR), DSHS must procure
Products that comply with the Accessibility Standards when such Products are available in the
commercial marketplace or when such Products are developed in response to a procurement
solicitation. Accordingly, Contractor must provide electronic and information resources and
associated Product documentation and technical support that comply with the Accessibility
Standards.
(d) Evaluation, Testing and Monitoring.
1. DSHS may review, test, evaluate and monitor Contractor's Products and associated
documentation and technical support for compliance with the Accessibility Standards. Review,
testing, evaluation and monitoring may be conducted before and after the award of a contract.
Testing and monitoring may include user acceptance testing. Neither (1) the review, testing
(including acceptance testing), evaluation or monitoring of any Product; nor (2) the absence of such
review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the
Contractor's assertion of compliance with the Accessibility Standards.
2. Contractor agrees to cooperate fully and provide DSHS and its representatives timely
access to Products, records, and other items and information needed to conduct such review,
evaluation, testing and monitoring.
(e) Representations and Warranties.
1. Contractor represents and warrants that (i) as of the effective date of the Contract, the
Products and associated documentation and technical support comply with the Accessibility
Standards as they exist at the time of entering the Contract, unless and to the extent the Parties
otherwise expressly agree in writing; and (ii) if the Products will be in the custody of the state or a
DSHS client after the Contract expiration or termination, the Products will continue to comply with
such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS
and/or client, as applicable, uses the Products in a manner that renders it noncompliant.
2. In the event Contractor should have known, becomes aware, or is notified that the
Product and associated documentation and technical support do not comply with the Accessibility
Standards, Contractor represents and warrants that it will, in a timely manner and at no cost to DSHS,
perform all necessary steps to satisfy the Accessibility Standards, including but not limited to
remediation, replacement, and upgrading of the Product, or providing a suitable substitute.
3. Contractor acknowledges and agrees that these representations and warranties are essential
inducements on which DSHS relies in awarding this Contract.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 39
4. Contractor's representations and warranties under this subsection will survive the termination
or expiration of the Contract and will remain in full force and effect throughout the useful life of the
Product.
(f) Remedies.
1. Pursuant to Texas Government Code §2054.465, neither Contractor nor any other
person has cause of action against DSHS for a claim of a failure to comply with Texas Government
Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources.
2. In the event of a breach of Contractor's representations and warranties, Contractor will
be liable for direct and consequential damages and any other remedies to which DSHS may be
entitled. This remedy is cumulative of any and all other remedies to which DSHS may be entitled
under this Contract and other applicable law.
Section 15.22 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 no longer exists 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 15.23 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 40
Section 15.24 Cooperation and Communication.
Contractor shall cooperate with Department staff and, as applicable, other DSHS contractors, and
shall promptly comply with requests from DSHS for information or responses to DSHS inquiries
concerning Contractor's duties or responsibilities under this Contract.
ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
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 DSHS or agreed order issued by DSHS;
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).
Section 16.02 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;
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 41
b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the
Contractor is notified to temporarily (1) discontinue performance of all or part of the Contract, and/or
(2) discontinue incurring expenses otherwise allowable under the Contract as of the effective date of
the suspension, pending DSHS's determination to terminate or amend the Contract or permit the
Contractor to resume performance and/or incur allowable expenses. 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;
Section 16.03 Notice of Remedies or Sanctions.
Department will formally notify Contractor in writing when a remedy or sanction is imposed (with
the exception of accelerated monitoring, which may be unannounced), stating the nature of the
remedies and sanction(s), the reasons for imposing them, the corrective actions, if any, that must be
taken before the actions will be removed and the time allowed for completing the corrective actions,
and the method, if any, of requesting reconsideration of the remedies and sanctions imposed. 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 16.04 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:
General Provisions (Core Subrecipient) 201 (Month Day, Year) 42
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 XVII CLAIMS AGAINST THE DEPARTMENT
Section 17.01 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 §§ 4.11- 4.24 will be used by DSHS and
Contractor to attempt to resolve any breach of contract claim against DSHS.
Section 17.02 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.
Section 17.03 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 17.04 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 17.05 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.
General Provisions (Core Subrecipient) 201 (Month Day, Year) 43
ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION
Section 18.01 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 18.02 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 confidentialityo
information will survive this Contract.
Section 18.03 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.
Section 18.04 Termination or Temporary Suspension 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.
General Provisions (Core Subrecipient) 2015 (Month Day, Year) 44
b) The Parties may terminate this Contract or a Program Attachment by mutual agreement.
c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment 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. Contractor will be notified in writing of any termination or temporary suspension or of
any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall
discontinue performance under the Contract as of the effective date of the suspension, for the duration
of the suspension.
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 18.05 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 for debts;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by insurance) is
rendered by any court or governmental body against Contractor, and Contractor does not (a)
discharge the j udgment, 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
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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 18.06 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 XIX VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 19.01 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 19.02 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 Any renewal or increase of funding for an
existing contract, or new contracts or renewals until, in the case of suspension or termination, the
Department has determined that 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 to the Contractor is subject to recoupment by DSHS.
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Section 19.03 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 XX CLOSEOUT
Section 20.01 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 20.02 Administrative Offset.
The Department has the right to administratively offset amounts owed by Contractor against billings.
Section 20.03 Deadline for Closeout.
Contractor shall submit all financial, performance, and other Closeout reports required under this
Contract within forty-five (45) 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 forty-five
(45) calendar days after the Contract or Program Attachment end date.
Section 20.04 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.
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Section 20.05 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.
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