HomeMy WebLinkAboutResolution - 2015-R0327 - Interlocal Agreement - TXDSHS - Immunizations And Education - 10/08/2015Resolution No. 2015-RO327
Item no. 4.2
October 8, 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 an interlocal agreement (No. 2016-
001290-00) with the State of Texas' Department of State Health Services (DSHS) to
obtain grant funding for Immunizations and Education. Said interlocal agreement is
attached hereto and incorporated in this Resolution as if fully set forth herein and shall be
included in the minutes of the Council.
Passed by the City Council this October 8, 2015 2015.
ATTEST:
Reb ca Garza, City Secretat
APPROVED AS TO CONTENT:
I
"XA
c`
Katherine Wells, MPH
Director of Public Health
APPROVED AS
Attorney
GLIV,//1T0-MTSON. MAYOR
S'•Vyatt%GC'DM\kES Interl6cal Agreement-DSHS 2016-001290-00 Immunizations doc
Resolution No. 2015-RO327
DEPARTMENT OF STATE HEALTH SERVICES
CONTRACT 2016-001290-00
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 $232,115.00.
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
programs or health and human services agencies, amendment to the Appropriations Act, health
and human services agency consolidation, or any other disruptions of current appropriated funding
for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract: This Contract begins on 09/01/2015 and ends on 08/31/2016. 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: As applicable, DSHS enters into this Contract under the authority of Texas Health
and Safety Code Chapter 12 or 1001 or Texas Government Code Chapters 531, 771, 791 or
2155.
6. Program Name: IMM/LOCALS Immunization Branch -Locals
Page 1 of 13
7. Statement of Work:
Contractor shall implement and operate an immunization program for children, adolescents, and adults,
with special emphasis on accelerating interventions to improve the immunization coverage of children three
(3) years of age or younger (birth to 35 months of age). Contractor shall incorporate traditional and
non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and
establish uniform operating policies, as described herein.
Contractor shall be enrolled as a provider in the Texas Vaccines for Children (NFC) and the Adult Safety
(ASN) Programs by the effective date of this Program Attachment. This includes a signed Deputization
Addendum Form (E6-102) and adherence to the TVFC Operations Manual and associated TVFC policy
guidelines provided by DSHS (located at http://www.dshs.state.tx.us/immunize/tvfc/tvfc_manual.shtm).
Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines
supplied through the ASN and TVFC Programs, including guidelines for proper storage, handling, and
safeguarding of vaccines in the event of natural disaster. Contractor shall comply with all requirements laid
out in the final, approved Work Plan (Exhibit A).
• Contractor will use the current vaccine management system as described in the TVFC Operations
Manual.
• Contractor shall notify ASN and TVFC providers of changes to vaccine storage and handling, vaccine
management reporting, and present updates and training to providers, as requested by DSHS.
• Contractor shall plan and implement community-based activities and collaborations to accomplish the
required tasks as specified in the final, approved Work Plan (Exhibit A).
Contractor shall report all notifiable conditions as specified in 25 Texas Administrative Code (TAC) Part I §
§97.1-97.6 and §§97.101-97.102, and as otherwise required by law.
Contractor shall report all vaccine adverse event occurrences in accordance with the 1986 National
Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at http://vaers.hhs.gov/ or
1-800-822-7967).
Contractor shall inform and educate the public about vaccines and vaccine -preventable diseases, as
described in the DSHS Immunization Contractors Guide for Local Health Departments (located at
http://www.dshs.state.tx.us/immunize/docs/contractor/E1 1-1 3985—FY2016—ContractorsGuide.pdf).
Contractor shall conduct outreach and collaborative activities with American Indian tribes located within the
boundaries of the contractor's jurisdiction.
Contractor shall work to promote a health care workforce within the Local Health Department's service area
(including Contractor's staff) that is knowledgeable about vaccines, vaccine safety, vaccine -preventable
diseases, and delivery of immunization services.
Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's
jurisdiction or because of an inability to pay an administration fee.
Contractor shall comply with all applicable federal and state regulations and statutes, including but not
limited to:
• Human Resources Code §42.043, VTCA;
Page 2 of 13
• Education Code §§38.001-38.002, VTCA;
• Health and Safety Code §§12.032, 81.023 and 161.001-161.009, VTCA;
• 25 TAC Chapter 97;
• 25 TAC, Chapter 96;
• 25 TAC, Chapter 100;
• 42 USC §§247b and 300 as -25;
• Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B; and
• Senate Bill 346.
Contractor shall comply with current applicable state and federal standards, policies and guidelines,
including but not limited to DSHS's Standards for Public Health Clinic Services, revised August 31, 2004
(located at http://www.dshs.state.tx.us/qmb/default.shtm#public).
Contractor shall be responsible for identification and case management to all surface antigen positive
pregnant women and timely newborn post exposure prophylaxis (PEP) with hepatitis B vaccine and
hepatitis B immune globin (HBIG) as well as timely completion of doses two and three of hepatitis B
vaccine and completion of post -vaccination serology testing (PVST).
Contractor shall be responsible for conducting outreach regarding vaccinations for children (19 through 35
months of age in the Contractor's jurisdiction) included on the list distributed to Contractor by the ImmTrac
Group at DSHS. Lists are distributed through ImmTrac at the start of each quarterly reporting period
(September 01, 2015; December 01, 2015; March 01, 2016; and June 01, 2016).
Contractor shall be responsible for conducting outreach to17-year-olds included on the lists distributed to
the Contractor by DSHS to explain the lifetime registry and obtain their consent as an adult to be included
in ImmTrac. Lists are distributed on October 1, 2015; December 1, 2015; February 1, 2016; April 1, 2016;
June 1, 2016; and August 1, 2016.
Contractor shall be responsible for conducting outreach to new ImmTrac providers who have logged into
ImmTrac within 30 days of registering. Lists of these providers are distributed at the beginning of each
month.
Contractor shall be responsible for conducting outreach to existing ImmTrac providers that have not logged
in into ImmTrac in the last 90 days. Lists are distributed on September 1, 2015; November 1, 2015;
January 1, 2016; March 1, 2016; May 1, 2016; and July 1, 2016.
Contractor must receive written approval from DSHS before varying from applicable policies, procedures,
protocols, and/or work plans, and must update and disseminate its implementation documentation to its
staff involved in activities under this contract within forty-eight (48) hours of making approved changes.
Contractor shall review monthly contract funding expenditures and salary savings from any contract -paid
staff vacancies and revise spending plan to ensure that all funds will be properly expended under this
contract before the end of the contract term on August 31, 2016.
USE OF FUNDS
• Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt
retirement.
• Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act
(FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and
one-half per FLSA.
Page 3 of 13
• Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work
performed on a holiday or for regular compensatory time hours when the taking of regular compensatory
time off would be disruptive to normal business operations.
• Authorization for payment under this provision is limited to work directly related to immunization activities
and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall
document proper authorization or approval for any work performed by exempt or non-exempt employees in
excess of forty (40) hours per work week.
• All revenues directly generated by this Program Attachment or earned as a result of this Program
Attachment during the term of this Program Attachment are considered program income; including income
generated through Medicaid billings for immunization related clinic services. The Contractor shall use this
program income to further the scope of work detailed in this Program Attachment, and must keep
documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take
the place of existing local, state, or federal program funds. Program income shall not be used for purchase
of vaccines, inpatient care, construction of facilities, or debt retirement.
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 monthly basis. If expenditures are below what
is projected in Contractor's total Program Attachment amount, Contractor's budget may be subject to a
decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result
in a decrease in funds.
Contractor agrees to read DSHS Contractor Financial Procedures Manual (CFPM) and work with DSHS
staff regarding the management of funds received under this Contract.
http://www.dshs.state.tx.us/contracts/cfpm.shtm.
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.
SECTION II: PERFORMANCE MEASURES:
The following performance measure(s) will be used, in part, to assess Contractor's effectiveness in
providing the services described in this Program Attachment, without waiving the enforceability of any of
the terms of the Contract.
Contractor shall:
• Investigate and document, in accordance with DSHS Emerging and Acute Infectious Disease
Investigation Guidelines (located at http://www.dshs.state.tx.us/idcu/investigation/conditions/) and NBS
Data Entry Guidelines, at least 90% of confirmed or probable reportable vaccine -preventable disease
cases within thirty (30) days of initial report to public health.
• Complete 100% of the follow-up activities, designated by DSHS, for TVFC provider quality assurance
site visits assigned by DSHS.
• Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use
when instructed to do so by the DSHS Health Service Region (HSR) Immunization Program Manager to
avoid vaccine waste. Contractor is responsible for covering the cost to ship overstocked vaccines and
Page 4 of 13
vaccines approaching expiration.
• Contact and provide case management to 100% of the number of hepatitis B surface antigen -positive
pregnant women identified.
• Contact 3% or 250 children per FTE (whichever is more) who are not up-to-date on their immunizations
according to the ImmTrac-generated client list provided to the contractor by DSHS at the beginning of each
reporting period.
• Perform outreach and education activities targeting adolescents 14 to 18 years of age and their parents
via health-care providers, health-care clinics, hospitals, and any other health-care facility providing health
care to adolescents 14 to 18 years of age to satisfy Texas Health and Safety Code Chapter 161,
Subsection A, Section 161.0095 requirements. Outreach and education activities must focus on the
immunization registry and the option for an individual who is 18 years of age or older to consent to having
their immunization records stored within the immunization registry. Additional outreach and educational
activities may focus on high schools, colleges, and universities.
• Participate in at least one collaborative meeting concerning tribal health issues, concerns, or needs with
American Indian tribal members during the contract term if American Indian tribes are in their jurisdiction.
• Report outreach done, and collaborative efforts made, with the American Indian tribes in the contractor's
jurisdiction.
• Review 100% of monthly biological reports, vaccine orders (when applicable), and temperature recording
forms for accuracy to ensure the vaccine supply is appropriately maintained and within established
maximum stock levels. Review and approval for vaccines orders (when applicable) must be documented in
the Electronic Vaccine Inventory system.
• Complete 100% of child-care facility and Head Start center assessments, in accordance with the
Immunization Population Assessment Manual, as assigned by DSHS.
• Complete 100% of public and private school assessments, retrospective surveys, and validation surveys,
in accordance with the Immunization Population Assessment Manual, as assigned by DSHS.
• Report number of doses administered to underinsured children monthly, as directed by DSHS.
• Report the number of unduplicated underinsured clients served, as directed by DSHS.
Contractor shall utilize the Assessment, Feedback, Incentives, and eXchange (AFIX) on line tool and
methodology, found in the Immunization Quality Assurance Tool Resource Manual, (located at
http://www.dshs.state.tx.us/immunize/docs/QA_site_visit.pdf) to assess immunization practices and
coverage rates for all sub -contracted entities and non -local health department clinics. Immunization
provider coverage rates will be generated using the Comprehensive Clinic Assessment Software
Application (CoCASA), as specified by DSHS.
Contractor shall utilize the Centers for Disease Control and Prevention (CDC) Provider education,
Assessment, and Reporting (PEAR) system and directly enter data into PEAR to document TVFC quality
assurance site -visits for all sub -contracted entities and non -local health department clinics. The
Contractor shall submit the final assessment results in the PEAR system within twenty-four (24) hours of
conducting the visit.
Page 5 of 13
Contractor shall utilize the CDC PEAR system and directly enter data into PEAR to document TVFC
unannounced storage and handling visits conducted at TVFC provider offices. The Contractor shall submit
the final unannounced storage and handling visit results in the PEAR system within twenty-four (24) hours of
conducting the visit.
Contractor is required to complete and submit Immunization Inter -Local Agreement (ILA) Quarterly Report
form, utilizing the format provided by the DSHS Program and available at
http://www.dshs.state.tx.us/immunize/providers.shtm, by the report due date.
See programmatic Reporting Requirements section for required reports.
SECTION III: SOLICITATION DOCUMENT:
Governmental Entity
SECTION IV: RENEWALS:
There are no renewals.
SECTION V: PAYMENT METHOD:
Cost Reimbursement
Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List.
SECTION V: BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable
supporting documentation for reimbursement of the required services/deliverables. The Form B-13 can be
found at the following link http://www.dshs.state.tx.us/grants/forms/b13form.doc. Vouchers and supporting
documentation should be mailed or submitted by fax or electronic mail to the addresses/number below.
Department of State Health Services
Claims Processing Unit MC 1940
1100 West 49th Street
P. O. Box 149347
Austin, Texas 78714-9347
The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing
Unit is (512) 458-7442. The email address is invoices@dshs.state.tx.us.
SOURCE OF FUNDS: STATE and CFDA# 93.268
HCR Immunization and Vaccines for Children Program
Page 6 of 13
8. Service Area
Lubbock County
Page 7 of 13
This section intentionally left blank.
Page 8 of 13
10. Procurement method:
Non -Competitive
GST -2012 -Solicitation -00022
11. Renewals:
Number of Renewals Remaining: 0
12. Payment Method:
Cost Reimbursement
13. Source of Funds:
Interagency/Interlocal
DCPS "GOLIVE" IMMUNIZATION LOCALS
PROPOSAL
Date Renewals Expire: 08/31/2016
93.268, 93.268, 93.268, 93.268, 93.268, 93.268, STATE
14. DUNS Number:
058213893
Page 9 of 13
15. Programmatic Reporting Requirements:
Report Name
Frequency
Period Begin
Period End
Due Date
LHD ILA Quarterly
Quarterly
09/01/2015
11/30/2015
12/31/2015
Report
LHD ILA Quarterly
Quarterly
12/01/2015
02/29/2016
03/31/2016
Report
LHD ILA Quarterly
Quarterly
03/01/2016
05/31/2016
06/30/2016
Report
LHD ILA Quarterly
Quarterly
06/01/2016
08/31/2016
09/30/2016
Report
Financial Status
Quarterly
09/01/2015
11/30/2015
12/30/2015
Report
Financial Status
Quarterly
12/01/2015
02/29/2016
03/31/2016
Report
Financial Status
Quarterly
03/01/2016
05/31/2016
06/30/2016
Report
Financial Status
Quarterly
06/01/2016
08/31/2016
10/15/2016
Report
Submission Instructions:
LHD ILA Quarterly Reports should be submitted electronically to
dshsimmunizationcontracts@dshs.state.tx.us
according to the time frames stated above.
Financial Status Reports shall be sent to invoices@ds hs. state. tx.us.
Page 10 of 13
16. Special Provisions
General Provisions, ARTICLE III SERVICES, Section 3.02 Disaster Services, is revised to include the
following:
In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately
5% of staff's time supporting this Program Attachment for response efforts, as pre -approved in writing by
DSHS. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for
Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor
shall maintain records to document the 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.
General Provisions, ARTICLE XIV. GENERAL TERMS, Section 14.12 Amendment, is amended to include
the following:
Contractor must submit all amendment and revision requests in writing to the Division Contract Management
Unit at least ninety (90) days prior to the end of the term of this Program Attachment.
The final paragraph of Section 7.01 of the Fiscal Year 2016 Department of State Health Services Contract
General Provisions, regarding incorporation of the HHS Data Use Agreement, is deleted.
Page 11 of 13
17. Documents Forming Contract. The Contract consists of the following:
a. Contract (this document) 2016-001290-00
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 Addr
APPR(
AppMMMto
CitA.berts"on,
By:
GleKMayor
Date October 8. 2015
Name and Title
P.O. Box 2000
Address
Lubbock, TX 79408
City, State, Zip
Telephone Number
E-mail Address
Aftet:
arza, hY cre
Page 12 of 13
Budget Summary
Organization Name: City of Lubbock Program ID: IMM/LOCALS
Contract Number: 2016-001290-00
Budget Categories
Budget Categories
DSHS Funds
Requested
Cash Match
In Kind Match
Contributions
Category Total
Personnel
$155,341.00
$0.00
$155,341.00
Fringe Benefits
$76,774.00
$0.00
$76,774.00
Travel
$0.00
$0.00
$0.00
Equipment
$0.00
$0.00
$0.00
Supplies
$0.00
$0.00
$0.00
Contractual
$0.00
$0.00
$0.00
Other
$0.00
$0.00
$0.00
Total Direct Costs
$232,115.00
$0.00
$0.00
$232,115.00
Indirect Costs
$0.00
$0.00
$0.00
Totals
$232,115.00
$0.00
$0.00
$232,115.00
Page 13 of 13
Fiscal Year 2016
Department of State Health Services
Contract General Provisions
ARTICLE I CONTRACT COMPONENTS...................................................................................................................... 4
SECTION 1.01 CONTRACT COMPONENTS................................................................................................................................4
SECTION 1.02 ORDER OF PRECEDENCE................................................................................................................................... 4
ARTICLE II
COMPLIANCE AND REPORTING............................................................................................................. 4
SECTION2.01
COMPLIANCE.................................................................................................................................................... 4
SECTION 2.02
PRECEDENCE OF CONTRACT TERMS................................................................................................................ 4
SECTION 2.03
EFFECT OF LEGISLATIVE CHANGES................................................................................................................. 4
SECTION 2.04
COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCI MENT............................................................... 4
SECTION2.05
REPORTING....................................................................................................................................................... 4
SECTION 2.06
APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES............................................................................. 4
SECTION 2.07
STATUTES AND STANDARDS OF GENERAL APPLICABILITY.............................................................................. 4
SECTION 2.05
APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCAL CONTRACTS ........................ 6
SECTION 2.09
CIVIL RIGHTS POLICY AND COMPLAINTS........................................................................................................ 7
SECTION 2.10
LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROVALS..................................................... 7
SECTION 2.11
FUNDING OBLIGATION..................................................................................................................................... 7
SECTION 2.12
WHISTLEBLOWER ACT PROTECTION............................................................................................................... 7
ARTICLEIII
SERVICES..................................................................................................................................................... 7
SECTION 3.01
EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES.................................................................................... 7
SECTION3.02
DISASTER SERVICES......................................................................................................................................... 5
SECTION 3.03
CONSENT TO MEDICAL CARE OFA MINOR...................................................................................................... 5
SECTION 3.04
TELErIEDICINE/TELEPSYCHIATRI' MEDICAL SERVICES .................................................................................. 5
SECTION 3.05
SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCI..................................... 9
ARTICLEIV FUNDING........................................................................................................................................................ 9
SECTION 4.01 DEBT TO STATE AND CORPORATE STATUS....................................................................................................... 9
SECTION 4.02 APPLICATION OF PAYMENT DUE...................................................................................................................... 9
ARTICLE V PAYMENT METHODS AND RESTRICTIONS......................................................................................... 9
SECTION5.01 PAYMENT METHODS......................................................................................................................................... 9
SECTION 5.02 INVOICE/BILLING SUBMISSION......................................................................................................................... 9
SECTION 5.03 FINAL INVOICE/BILLING SUBMISSION........................................................................................................... 10
SECTION5.04 THIRD PARTY PAYORS................................................................................................................................... 10
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT.......................................................................................... 10
SECTION6.01 PROMPTPAYMENT........................................................................................................................................ 10
SECTION 6.02 PAYMENT BY DEPARTMENT........................................................................................................................... 10
SECTION 6.03 WITHHOLDING PAYMENTS............................................................................................................................ 11
ARTICLE VII CONFIDENTIALITY................................................................................................................................... 1 I
SECTION 7.01 MAINTENANCE OF CONFIDENTIALITY........................................................................................................... 11
SECTION 7.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION .................................................. 11
SECTION 7.03 EXCHANGE OFCLIENT-IDENTIFYING INFORMATION..................................................................................... 11
SECTION 7.04 SECURITY OF PATIENT OR CLIENT RECORDS................................................................................................ 1 1
SECTION 7.05 HIV/AIDS MODEL WORKPLACE GUIDELINES............................................................................................. 12
General Provisions (September 1, 2015) - Applicable to Local Health Departments Only
ARTICLE VIII PUBLIC INFORMATION ACT................................................................................................................. 12
SECTION 8.01
TEXAS PUBLIC INFORMATION ACT................................................................................................................
12
ARTICLEIX
RECORDS RETENTION..........................................................................................................................
12
SECTION9.01
RETENTION....................................................................................................................................................
12
ARTICLE X
ACCESS, INSPECTION AND AUDIT OF RECORDS............................................................................
12
SECTION 10.01
ACCESS AND INSPECTION...............................................................................................................................
13
SECTION 10.02
STATE AUDITOR'S OFFICE.............................................................................................................................
13
SECTION 10.03
RESPONDING TO DEFICIENCIES.....................................................................................................................
13
ARTICLE XI REPORTING REQUIREMENTS............................................................................................................. 13
SECTION 11.01 CHILD ABUSE REPORTING REQUIREMENT.....................................................................................................13
SECTION 11.02 SIGNIFICANT INCIDENTS................................................................................................................................ 14
SECTION11.03 LITIGATION................................................................................................................................................... 14
SECTION 11.04 CONTRACTOR LICENSE ACTION AGAINST THE CONTRACTOR..................................................................... 14
SECTION11.05 INSOLVENCY.................................................................................................................................................. 14
SECTION 11.06 PERFORMANCE MALFEASANCE..................................................................................................................... 14
SECTION 11.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION......................................................................................... 15
SECTION 11.08 RETALIATION PROHIBITED............................................................................................................................ 15
SECTION11.09 DOCUMENTATION.......................................................................................................................................... 15
ARTICLE XII ASSURANCES AND CERTIFICATIONS................................................................................................ 15
SECTION12.01 CERTIFICATION............................................................................................................................................. 15
SECTION 12.02 CHILD SUPPORT DELINQUENCIES.................................................................................................................. 16
SECTION12.03 AUTHORIZATION............................................................................................................................................ 16
SECTION 12.04 GIFTS AND BENEFITS PROHIBITED................................................................................................................. 16
SECTION 12.05 INELIGIBILITY To RECEIVE THE CONTRACT................................................................................................. 16
SECTION12.06 ANTITRUST.................................................................................................................................................... 17
ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................................. 17
SECTION13.01 PROGRAM SITE.............................................................................................................................................. 17
SECTION 13.02 HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS).................................................................................. 17
SECTION13.03 BUY TEXAS.................................................................................................................................................... 17
SECTION 13.04 STATUS OF SUBCONTRACTORS....................................................................................................................... 17
SECTION 13.05 ✓ INDEPENDENT CONTRACTOR......................................................................................................................... 18
SECTION13.06 TAX LIABILITY.............................................................................................................................................. 18
SECTION 13.07 NOTICE OF ORGANIZATIONAL CHANGE........................................................................................................ 18
SECTION13.08 NO ENDORSEMENT......................................................................................................................................... 18
SECTION13.09 E-VERIFI SYSTEM......................................................................................................................................... 18
ARTICLEXIV GENERAL TERMS..................................................................................................................................... 18
SECTION14.01
ASSIGNMENT..................................................................................................................................................
18
SECTION14.02
LOBBYING......................................................................................................................................................
19
SECTION 14.03
CONFLICT OF INTEREST.................................................................................................................................
19
SECTION 14.04
TRANSACTIONS BETWEEN RELATED PARTIES...............................................................................................
20
SECTION 14.05
INTELLECTUAL PROPERTY............................................................................................................................
20
SECTION 14.06
OTHER INTANGIBLE PROPERTY.....................................................................................................................
21
SECTION 14.07
SEVERABILIT-V AND AMBIGUITY....................................................................................................................
21
SECTION14.08
LEGAL NOTICE..............................................................................................................................................
21
SECTION14.09
SUCCESSORS..................................................................................................................................................
21
SECTION 14.10
SURVIVABILITYOFTERMS.............................................................................................................................21
General Provisions (September 1, 2015) - Applicable to Local Health Departments Only
SECTION 14.11
CUSTOM ER SERVICE INFORMATION..............................................................................................................21
SECTION14.12
AMENDMENT.................................................................................................................................................
21
SECTION 14.13
CONTRACTOR'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL ............................
21
SECTION14.14
UNILATERAL AMENDNI ENT ............................................................................................................................
21
SECTION 14.15
INTERIM EXTENSION AMENDMENT................................................................................................................
22
SECTION 14.16
IMMUNITI NOT WAIVED...............................................................................................................................
22
SECTION 14.17
HOLD HARMLESSAND INDEMNIFICATION .....................................................................................................22
SECTION14.18
WAIVER.........................................................................................................................................................
22
SECTION 14.19
ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS .........................
22
SECTION14.20
FORCE MAJEURE...........................................................................................................................................
24
SECTION 14.21
COOPERATION AND COMMUNICATION..........................................................................................................24
SECTION14.22
INSURANCE....................................................................................................................................................
24
ARTICLE XV •
BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE ..........................................
25
SECTION 15.01
ACTIONS CONSTITUTING BREACH OF CONTRACT.........................................................................................
25
SECTION 15.02
GENERAL REMEDIES AND SANCTIONS...........................................................................................................25
SECTION 15.03
NOTICE OF REMEDIES OR SANCTIONS...........................................................................................................
26
SECTION 15.04
ACTION.....................................................................................................................................
26
ARTICLE XVI
/EIVIERGENCl'
V✓ CLAIMS AGAINST THE
DEPARTMENT -NOTICE OF DISPUTE ......................................................
27
SECTION 16.01
BREACH OF CONTRACT CLAIM......................................................................................................................
27
SECTION16.02
NOTICE..........................................................................................................................................................
27
SECTION 16.03
PERFORMANCE NOT SUSPENDED...................................................................................................................
27
ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION............................................................................ 27
SECTION 17.01 EXPIRATION OF CONTRACTOR PROGRAM ATTACHMENTS........................................................................... 27
SECTION 17.02 EFFECT OF TERMINATION OR EXPIRATION...................................................................................................27
SECTION 17.03 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE.................................................................... 27
SECTION 17.04 1MMEDIATETERM INATION ............................................................................................................................ 28
SECTION 17.05 TERMINATION FOR CAUSE............................................................................................................................ 28
SECTION 17.06 NOTICE OF TERMINATION............................................................................................................................. 28
ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS..................................................................... 28
SECTION18.01 VOIDCONTRACTS.......................................................................................................................................... 28
SECTION 18.02 EFFECT OF VOID, SUSPENDED, OR INVOLUNTARILI' TERMINATED CONTRACT ............................................. 28
SECTION 18.03 APPEALS RIGHTS FOR DSHS FUNDED BLOCK GRANTS................................................................................ 28
ARTICLEXIX CLOSEOUT................................................................................................................................................. 28
SECTION 19.01 CESSATION OF SERVICES AT CLOSEOUT........................................................................................................ 28
SECTION 19.02 ADMINISTRATIVE OFFSET..............................................................................................................................29
SECTION 19.03 DEADLINE FOR CLOSEOUT............................................................................................................................. 29
SECTION19.04 PAYMENT OF REFUNDS..................................................................................................................................29
SECTION 19.05 DISALLOWANCES AND ADJUSTMENTS............................................................................................................ 29
General Provisions (September 1, 2015) - Applicable to Local Health Departments Only
ARTICLE I CONTRACT COMPONENTS
Section 1.01 Contract Components. As used in herein, the "Contract" consists of the following documents:
a. The Contract, including any applicable Program Attachment(s); The Department of State Health
Services Fiscal Year 2016 General Provisions (General Provisions) and if applicable;
c. The solicitation document, if applicable; and
d. The response, proposal or application submitted by Contractor in response to the solicitation document,
if applicable.
Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract
component document, the conflict shall be resolved in the above order of priority in Section 1.01.
ARTICLE II COMPLIANCE AND REPORTING
Section 2.01 Compliance. Contractor shall comply and require its subcontractor(s) to comply with the
requirements of these general provisions and all other applicable state and federal statutes, regulations, rules and
executive orders, as such statutes, regulations, rules and executive orders including as such statutes, regulations,
rules and executive orders may be amended.
Section 2.02 Precedence of Contract Terms. 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 shall take precedence and control.
Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from Department of State
Health Services (DSHS or Department) Contractor shall comply with any changes to the term of the contract
include in its contracts that are a result of legislation during the term of this Contract.
Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as specified
in these General Provisions or the Contract's terms, the Contractor shall comply with the requirements, eligibility
conditions, assurances, certifications and program requirements of the Solicitation Document 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 and may result in termination.
Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements established
by the Department and provided for in the Contract and in these General Provisions. Except as otherwise
provided for in this Contract or General Provisions, the Contractor shall submit reports to the assigned contract
manager. Contractor shall also 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 contract or upon request may constitute a breach of contract, result in delayed payment and/or the imposition
of sanctions and remedies. And failure to comply with a reporting requirement may adversely affect evaluation
of Contractor's ability to contract in the future with the Department.
Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article XV, all
issues related to this contract, including formation, performance and interpretation that may arise in any dispute
between the Parties, shall be governed by and construed in accordance with the laws of the State of Texas and
venue shall be in Travis County, Texas.
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
General Provisions (September 1, 2015)—Applicable to Local Health Departments Only
to Contractor, Contractor shall comply with the following:
0
e.
f.
9.
h.
i.
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:
I . Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.;
2. Title IN 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. 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;
7. U.S. Department of Labor, Equal Employment Opportunity E.O. 11246;
8. Tex. Labor Code Chapter 21;
9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.);
10. Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and
opportunity for religious organizations;
11. Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse;
12. Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating
to confidentiality of alcohol and drug abuse patient records;
13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in
housing; and
14. DSHS Policy AA -5018, Non-discrimination Policy for DSHS Programs;
Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC
1101 et seq., as amended by Public Law] 13-4 (March 7, 2013), regarding employment verification; and
Illegal Immigration Reform and Immigrant Responsibility Act of 1996;
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;
National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (P.L. 93-348 and
P.L. 103-43), regarding human subjects involved in research;
Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of
employees whose employment is funded with federal funds;
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;
Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with
disabilities;
Texas Workers' Compensation Act, Texas Labor Code Chapters 401406, and 28 Texas Administrative
Code (TAC) pt. 2, regarding compensation for employees' injuries;
The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation
and certification of clinical laboratories;
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;
Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of
laboratory animals;
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;"
General Provisions (September 1, 2015) - Applicable to Local Health Departments Only
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 (P.L. 93-234);
5. Assurance of project consistency with the approved State Management program developed under
the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.;
6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.;
7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42
USC §§ 300f -300j;
8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et
seq.;
9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of
1955, 42 USC §§ 7401 et seq.;
10. Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain river
systems; and
m. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based
paint in residential construction or rehabilitation;
n. 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 Part1200 et seq;
o. Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of, 42
USC §§4601 et seq (PL 91-646), relating to fair treatment of persons displaced or whose property is
acquired as a result of Federal or federally -assisted programs;
p. Davis -Bacon Act, 40 USC §§ 3141-3148;
q. Copeland Act, 40 USC §§ 276c and 18 USC § 874;
r. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for
federally -assisted construction subagreements;
s. National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the
Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic
property to the extent necessary to assist DSHS in complying with the Acts;
t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104);
u. Executive Order 13513 (Oct. 1, 2009), Federal Leadership on Reducing Text Messaging While Driving,
October 1, 2009, if required by a federal funding source of this Contract;
v. Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex.
Gov. Code Chapter 554); and
w. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and
policies.
Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
a. The following sections or portions of sections of these General Provisions shall not apply to Interagency
Cooperation Contracts (Texas Government Code 771) or Interlocal Cooperation Contracts (Texas
Government Code Chapter 791):
Hold Harmless and Indemnification, Section 14.17;
Independent Contractor, Section 13.05; ✓
Historically Underutilized Businesses (HUBs), Section 13.02 Contractor, however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity;
Debt to State and Corporate Status, Section 4.01; t/
General Provisions (September 1, 2015) — Applicable to Local Health Departments Only
5. Application of Payment Due, Section 4.02; and
6. Article XVI Claims against the Department.
b. The following additional provisions shall apply to Interlocal Cooperation Contracts:
1. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and
2. Each Party represents that it has been authorized to enter into this Contract.
Section 2.09 Civil Rights Policy 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 calendar days after Contractor's receipt of the claim. Notice
must be directed to:
Civil Rights Office
Health and Human Services Commission
701 W. 5151 Street, Mail Code W206
Austin, Texas 78751
(888) 388-6332 or 512-438-4313
TTY Toll-free (877) 432-7232
HHSCivilRiglitsOffice@hlisc.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.
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 shall include instructions and detailed
information on how DSHS shall fund the services and/or goods to be procured with the restricted or reduced funds.
Section 2.12 Whistleblower Act Protection. This Contract is required to include the Whistleblower Protection
Acts (See Section 2.07(v)) protections to grantees, their subgrantees and subcontractors, and contractor must inform
their employees of whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts,
subgrants, and subcontractors issued beginning July 1, 2013 through January 1, 2017.
ARTICLE III SERVICES
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 are 22 years of age or
younger, have access to educational services as required by Texas Education Code § 29.012.
General Provisions (September 1, 2015) — Applicable to Local Health Departments Only
Contractor shall notify the local education agency or local early intervention program as prescribed by this
Section not later than the third calendar day after the date a person who is 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 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:
a. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d. Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies;
g. Patient evacuation;
h. In-hospital care and hospital facility status;
i. Food, drug and medical device safety;
j. Worker health and safety;
k. Mental health and substance abuse;
I. Public health information;
m. Vector control and veterinary services; and
n. Victim identification and mortuary services.
Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, in the
most cost-effective, and least intrusive manner to Contractor's primary services.
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
Texas Family Code Chapter 32 relating to consent to treatment of a child by a non -parent or the child or other
state law. If requirements of federal law relating to consent directly conflict with this Chapter, then federal law
supersedes state law.
Section 3.04 Telemedicine/Telepsychiatry Medical Services. If applicable, the 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
General Provisions (September I, 2015) —Applicable to Local Health Departments Only
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 25 TAC Rule § 448.911.
Section 3.05 Services and Information for Persons with Limited English Proficiency.
a. 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.
b. 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.
c. Contractor shall make every effort to avoid use of any persons under the age of 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.
a. Pursuant to Texas Government Code § 403.055, the Department shall not approve and Texas
Comptroller of Public Accounts shall not issue payment to Contractor if Contractor is indebted to the
State for any reason, including a tax delinquency.
b. Contractor, if a corporation, certifies by execution of this Contract that it is current and shall 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 (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor
further certifies that it is and shall remain in good standing with the Secretary of State's office.
c. 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 shall
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.
ARTICLE V PAYMENT METHODS AND RESTRICTIONS
Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the payment
method is based on a unit rate (fixed price or a specified) or fee for service (delivery of a specified unit of service)
as stated in the Contract.
Section 5.02 InvoiceBilling Submission.
General Provisions (September 1, 2015) — Applicable to Local Health Departments Only
a. Contractor shall bill the Department in accordance with the Contract in the form and format prescribed
by DSHS. If applicable, the Contractor must submit of all required documentation, reports, forms
and/or deliverables in order to receive payment from the Department.
b. Unless otherwise specified in the Contract or permitted under the Third Party Payors (See Section 5.04
below), Contractor shall submit requests for payment monthly by the last business day of the month
following the end of the month covered by the bill.
c. Contractor shall maintain all documentation that substantiates billing submissions and make the
documentation available to DSHS upon request.
Section 5.03 Final InvoiceBilling Submission. Unless otherwise provided by the Department, Contractor
shall submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following
the end of the term of the Contract.
Section 5.04 Third Party Payors. Except as provided in this Contract, Contractor shall screen all clients and may
not bill the Department for services eligible for reimbursement from third party payors, who are any person or entity
who has the legal responsibility for paying for all or part of the services provided, including commercial health or
liability insurance carriers, Medicaid, or other federal, state, local and private funding sources.
As applicable, the 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 that are otherwise eligible for Department services, but cannot pay a deductible required by a
third party payor, to receive services up to the amount of the deductible and to bill the Department for the
deductible;
d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third
party payors have been exhausted;
e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain
reimbursement;
f. Bill all third party payors for services provided under this Contract before submitting any request for
reimbursement to Department; and
g. Provide third party billing functions at no cost to the client.
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT
Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract,
Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total
amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or
product has been authorized by the Department and performed or provided pursuant to this Contract. If these
conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act (Texas
Government Code Chapter 2251). Contractor acknowledges and agrees that it shall comply with the provisions in
the Texas Prompt Payment Act regarding its prompt payment of its financial obligations to its subcontractors.
Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute acceptance or
approval of Contractor's performance nor foreclose the right of the Department and HHSC to recover excessive or
illegal payments. All invoices and Contractor's performance are subject to review and audit by the Department.
General Provisions (September 1, 2015) —Applicable to Local Health Departments Only 10
Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to
offset overpayments that Contractor has not refunded to Department. Department may take repayment from funds
due to the Contractor for services performed or goods delivered in amounts necessary to fulfill Contractor's
repayment obligations.
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of
information and records received during or related to the performance of this Contract, including patient and client
records that contain protected health information (PHI) and any other information that discloses confidential
personal information or identifies any client served by DSHS in accordance with any applicable federal and state
law, rules and regulations, including but not limited to:
a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health
Insurance Portability and Accountability Act [HIPAA]);
b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576,
577, 596, 611 and 773;
c. Texas Occupations Code, Chapters 56 and 159; and
d. Any other applicable federal and state laws, rules or regulations.
Section 7.02 Department Access to PHI and Other Confidential Information.
Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other
confidential information under this Contract, without the consent of the individual to whom the PHI relates, for
funding, payment and administration of the grant program and for purposes permitted under applicable state and
federal confidentiality and privacy laws.
Section 7.03 Exchange of Client -Identifying Information.
Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in
accordance with 45 CFR § 164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and 25 TAC Chapter
414, Subchapter A or any other applicable federal or state laws, rules or regulations.
Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating to
special needs offenders, to an agency described in Texas Health and Safety Code § 614.017(c) upon request of
that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part
164 or other applicable law.
Section 7.04 Security of Patient or Client Records.
Contractor shall ensure that patient and client records are managed 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 Contract to
General Provisions (September 1, 2015)
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 Contract to this Contract, as applicable or if care or treatment is
transferred to another DSHS-funded contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or
programs, Contractor shall implement Department's policies based on the HIV/AIDS (human
immunodeficiency virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for
Businesses, State Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees
and clients concerning HTV and its related conditions, including AIDS, in accordance with the Texas. Health &
Safety Code §§ 85.112-114. A link to the Model Workplace Guidelines can be found at:
littp:HwNvw.dslis.state.tx.us/hivstd/policy/policies.shtm .
ARTICLE VIII PUBLIC INFORMATION ACT
Section 8.01 Texas Public Information Act. The Contractor understands that DSHS shall comply with the
Texas Public Information Act (Texas Government Code Chapter 552).
If the Contractor is not a state agency, institution of higher education or other governmental entity, then the
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 IX RECORDS RETENTION
Section 9.01 Retention.
a. Contractor shall retain and preserve records in accordance with applicable state and federal statutes,
rules and regulations. At a minimum, Contractor shall maintain all records, including but not limited to
financial that are generated or collected by Contractor under the provisions of this Contract for a period
of four years after the termination of this Contract.
b. If the federal retention period for services are funded through Medicaid is more than four years, then the
Contractor will retain the records for longer period of time.
c. 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.
d. Contractor shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes,
rules and regulations governing medical information.
e. Contractor shall include this provision concerning records retention in any subcontract it awards.
f. 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 years from the date
Contractor ceases business or from the date this Contract tenninates, whichever is sooner.
g. 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 this Contract.
ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS
General Provisions (September 1, 2015)
12
Section 10.01 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 authorized representatives, as well as duly authorized federal, state or local authorities, including the
Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG) and the State
Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the right to examine any site
where business is conducted or client services are performed, and all records, which includes but is not limited to
financial, client and patient records, books, papers or documents related to this Contract. 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 shall have the right to audit billings both before
and after payment, and all documentation that substantiates the billings.
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 10.02 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 fiends shall
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 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination
of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to Contractor.
Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site
inspection, program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS,
a corrective action plan to document and 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 (See Article XV).
ARTICLE XI REPORTING REQUIREMENTS
Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance
abuse contractors and contractors for the following public health programs:
a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD);
b. Family Planning;
c. Primary Health Care;
d. Maternal and Child Health; and
e. Women, Infants and Children (WIC) Nutrition Services.
All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family 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.
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Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting
as required by the Department. Contractor shall retain reporting documentation on site and make it available for
inspection by DSHS.
This section is in addition to and does not supersede any other legal obligation of the Contractor to report child
abuse.
Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report
to the contract manager assigned to the Contract 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 72 hours of discovery.
Section 11.03 Litigation.
Contractor shall notify the contract manager assigned to this Contract of litigation related to or affecting this
Contract and to which Contractor is a party within seven 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, which
includes but is not limited to 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 11.04 Contract or License Action Against the Contractor.
Contractor shall notify the contract manager assigned to the contract if Contractor has had any contract
suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within
three working days of the suspension or termination. Such notification must include the:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the contract;
d. Date of suspension or termination; and
e. Contract or case reference number.
If Contractor 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 working days of
the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one-
page description that includes the:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the license action; and
d. License or case reference number.
Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Contract of
Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or
Texas Workforce Commission (TWC) within three working days of the date of determination that Contractor is
insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or TWC. The
Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy protection
within three working days of such action by Contractor.
Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the
Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this
Contract. Contractor shall make such report no later than three working days from the date that Contractor has
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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 (HUS), 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 (31 U.S.C. §§3729-3733) 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 HUS Office of Inspector General at
littp://www.oi .Ig ihs.gov/fraud/Hotline/ no later than three working days from the date that Contractor has
knowledge or reason to believe such activity has taken place.
Section 11.07 Criminal Activity and Disciplinary Action.
a. Contractor affirms that Contract nor any 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.
b. Contractor shall report in writing the contract manager assigned to the Contract, no later than three
working days from the date that Contractor has knowledge or reason to believe such activity has taken
place, 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:
1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor;
2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory
authority;
c. 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 not permit any person who engaged, or was alleged to have
engaged, in any activity subject to reporting under this section to perform direct client services or have
direct contact with clients, unless otherwise directed in writing by DSHS.
Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation
of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the
Department, another state agency, or any federal, state or local law enforcement official.
Section 11.09 Documentation. Contractor shall maintain appropriate documentation of all notices and reporting
to DSHS as required under these General Provisions or this Contract.
ARTICLE XII ASSURANCES AND CERTIFICATIONS
Section 12.01 Certification. Contractor certifies by execution of this Contract to the following and will include
such in all of its subcontracts:
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);
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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 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 in subsection (g)
above; and
i. Neither it, nor its principals within a three year period preceding this Contract has had one or more
public transaction (federal, state or local) terminated for cause or default.
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 Contract. Also, 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 Contract.
Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child support
obligor who is more than 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 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 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services
described in this Contract and if applicable, 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 12.04 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 12.05 Ineligibility to Receive the Contract.
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a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor is ineligible to enter into
this Contract with the Department 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 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 developing, drafting or preparation of specifications,
requirements or statements of work for this Contract or in the Solicitation Document associated with
this Contract.
b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to enter into
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 Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and
acknowledges that this Contract may be terminated and payment withheld if these certifications are
inaccurate.
Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce 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 made to 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.
ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 13.01 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 13.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a
HUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to
make a good faith effort to consider subcontracting with HUBS in accordance with Texas Government Code
Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBS at
http://www.window.state.tx.us/procurement/prog/hub. If Contractor has filed a HUB subcontracting plan, the
plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor
must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed
changes shall 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 15'h day of each month for
the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c).
Section 13.03 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 Texas Government Code § 2155.4441.
Section 13.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they
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are/have:
a. In good standing with all state and federal funding and regulatory agencies;
b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs;
c. Not delinquent on any repayment agreements;
d. Not had a required license or certification revoked;
e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the
Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between
Related Parties sections (General Terms Article); and
f. 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 years any license issued by the Department.
Section 13.05 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 shall not be eligible for unemployment compensation from the Department or the State of Texas.
Section 13.06 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 a liability or has failed to remain current on a delinquent liability to the IRS, this Contract shall 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 shall not enter into a contract with
Contractor for three years from the date of termination.
Section 13.07 Notice of Organizational Change. Contractor shall submit written notice to the contract manager
assigned to the Contract within 10 business days of any change to Contractor's name, contact information, key
personnel, 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 amendment provisions in Article XIII.
Section 13.08 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 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 13.09 E -Verify System. By entering into this Contract, the Contractor certifies and ensures that it
utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security's E -
Verify system to determine the eligibility of:
a. All persons employed to perform duties within Texas, during the term of the Contract; and
b. All persons (including subcontractors) assigned by the Contractor to perform work pursuant to the
Contract, within the United States of America.
ARTICLE XIV GENERAL TERMS
Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this
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Contract without the prior written consent of the Department.
Section 14.02 Lobbying.
Contractor shall comply with Texas Government 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).
b. If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract
manager assigned to the Contract 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 shall be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists
with whom Contractor has an agreement.
c. 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 Contract.
Contractor shall include this provision in any subcontracts.
Section 14.03 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 Department or 14HSC, their commissioners, officers or employees, or any other
entity or person involved in any way in any project that is the subject of this Contract.
Contractor shall establish safeguards to prohibit employees 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 Contract within 10 days of when Contractor becomes aware of the existence of the
actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor
any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when
the subcontractor becomes aware of the actual or potential conflict of interest.
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Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any
transaction 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 Contract the name, address and telephone
number of the related party, how the party is related to Contractor and the work the related party shall perform
under this Contract.
Contractor shall comply with Texas Government 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 § 74.42.
Section 14.05 Intellectual Property.
a. Texas Health and Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a
result of this Contract. "Intellectual property" is 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 a "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.
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. 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.
d. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor
purchases ownership with contract funds
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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 Contract.
Section 14.06 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 or
software licenses with a value of $500 or more. 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 shall survive the termination or
expiration of this Contract.
Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or
invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if
never incorporated, but all other provisions shall continue. The Parties represent and agree that the language
contained in this Contract is to be construed as jointly drafted, proposed and accepted.
Section 14.08 Legal Notice. Except as otherwise provided in this Contract or General Provisions, any notice
required or permitted to be given by the provisions of this Contract or General Provisions shall be deemed to have
been received by a Party on the third business day after the date on which it was mailed to the Party at the address
specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt.
Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees,
except as expressly provided in this Contract.
Section 14.10 Survivability of Terms. Termination or expiration of this Contract or a Contract for any reason
shall not release either party from any liabilities or obligations in this Contract that the parties have expressly
agreed shall survive any such termination or expiration or remain to be performed, including but not limited to
maintaining confidentiality of information and records retention.
Section 14.11 Customer Service Information. If requested, Contractor shall supply such information as
required by the Department to comply with the provisions of Texas Government Code Chapter 2114 regarding
Customer Service surveys.
Section 14.12 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties.
If a Contractor requests an amendment, it must be submitted in writing and include a justification for the request,
to the contract manager assigned to the Contract.
Section 14.13 Contractor's Notification of Change of Contact Person or Key Personnel. Within ten
calendar days shall notify in writing the contract manager assigned to the Contract of any change enumerated in
the Contractor's Contact Personnel or Key Personnel, if included in their response to a solicitation document.
Section 14.14 Unilateral Amendment. The Department reserves the right to amend this Contract through
execution of a unilateral amendment signed by the contract manager for this Contract and provided to the
Contractor with ten days notice prior to execution of the amendment under the following circumstances to:
a. Correct an obvious clerical error in this Contract;
b. Incorporate new or revised federal or state laws, regulations, rules or policies; and
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c. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas
Secretary of State.
Section 14.15 Interim Extension Amendment.
a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as
provided under this Section.
b. DSHS/HHSC shall provide written notice of interim extension amendment to the Contractor under one
of the following circumstances:
1. Continue provision of services in response to a disaster declared by the governor; or
2. To ensure that services are provided to clients without interruption.
c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and
period of time for the extension.
d. Contractor will provide and invoice for services in the same manner that is stated in the Contract.
e. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30
days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time.
f. An interim extension under Section (b)(2) above shall be a one-time extension for a period of time
determined by HHS/DSHS.
Section 14.16 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF
THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR
THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT
OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW.
Section 14.17 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 14.18 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,
non -action or default under this Contract shall not constitute a waiver of either party's rights under this Contract.
Section 14.19 Electronic and Information Resources Accessibility and Security Standards.
a. Applicability.
The following Electronic and Information Resources (EIR) requirements apply to the Contract because
the Contractor performs services that include EIR that DSHS employees are required or permitted to
access or members of the public are required or permitted to access.
This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the
Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients
or recipients after completion of the Agreement.
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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.
b. Definitions.
For purposes of this Section:
"Accessibility Standards" means accessibility standards and specifications for Texas agency and
institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213.
"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 telephones and other
telecommunications products, information kiosks, transaction machines, Internet websites, multimedia
resources, and office equipment, including copy machines and fax machines.
"Electronic and Information Resources Accessibility Standards" means the accessibility standards for
electronic and information resources contained in I Texas Administrative Code Chapter 213.
"Product" means information resources technology that is, or is related to, EIR.
"Web Site Accessibility Standards/ Specifications" means standards contained in Volume I Tex. Admin.
Code Chapter 206(c) Accessibility Requirements.
Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of
Information Resources, DSHS must procure Products and services that comply with the Accessibility
Standards when those Products are available in the commercial marketplace or when those 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.
c. Evaluation, Testing, and Monitoring.
1. DSHS may review, test, evaluate and monitor Contractor's Products and services, as well as
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 the review, testing (including acceptance testing), evaluation or monitoring of any Product
or service, nor the absence of 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 frilly 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.
d. 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 Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and
General Provisions (September 1, 2015)
23
ii. If the Products will be in the custody of the state or a DSHS client or recipient after the Contract
expiration or termination, the Products will continue to comply with Accessibility Standards
after the expiration or termination of the Contract Term, unless DSHS or its clients or recipients,
as applicable, use the Products in a manner that renders it noncompliant.
2. In the event Contractor becomes aware, or is notified that the Product or service 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 remediation, replacement, and
upgrading of the Product or service, 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.
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.
e. Remedies.
1. Under Tex. Gov't Code § 2054.465, neither the Contractor nor any other person has cause of action
against DSHS for a claim of a failure to comply with Tex. Gov't 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, consequential, indirect, special, or liquidated damages and any other remedies to which
DSHS may be entitled under this Contract and other applicable law. This remedy is cumulative of
any other remedies to which DSHS may be entitled under this Contract and other applicable law.
Section 14.20 Force Majeure. Neither Party shall 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 shall 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
party as soon as practicable. This Party must also 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 14.21 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.
Section 14.22 Insurance.
Contractor shall acquire and maintain for the duration of this Contract, insurance and with financially sound and
reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried
within the Contractor's industry or profession. Contractor must submit evidence of insurance as required under
this Contract, including if requested a schedule of coverage or "underwriter's schedules" establishing to the
satisfaction of DSHS the nature and extent of coverage granted by each such policy upon request by DSHS. In
the event that any policy is determined to be deficient to comply with the terms of this Contract, Contractor shall
General Provisions (September 1, 2015)
24
secure such additional policies or coverage as DSHS may reasonably request or that are required by law or
regulation.
ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract
include, but are not limited to, the following:
a. Failure to properly provide the services and/or goods purchased under this Contract;
b. Failure to comply with any provision of this Contract including failure to comply with all applicable
statutes, rules or regulations;
c. Failure to pay refunds or penalties owed to the Department;
d. Failure to comply with a repayment agreement with Department or agreed order issued by the
Department;
e. Discovery of a material misrepresentation in any aspect of Contractor's application or response to the
Solicitation Document;
f. Any misrepresentation in the assurances and certifications in Contractor's application or response to the
Solicitation Document or in this Contract; or
g. Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 15.02 General Remedies and Sanctions. 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.
Additionally, HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions
to Department for any breach of this Contract.
The Department may impose one or more remedies or sanctions for each item of noncompliance and shall
determine remedies or sanctions on a case-by-case basis 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 by one of means provided in Article XVII. If applicable, notify Contractor of
the opportunity to request a hearing on the termination pursuant to Texas Government Code Chapter
2105 regarding administration of Block Grants;
b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily
discontinue performance of all or a part of the Contract as provided for in Article XVII; as of the
effective date of the suspension pending DSHS's determination to terminate, amend the Contract or
permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed
during suspension, unless expressly authorized by the notice of suspension;
c. Use as a basis to deny additional or enter into future contracts with Contractor;
d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues of
noncompliance with conditions of this Contract or indebtedness to the United States or to the State of
Texas;
e. Permanently withhold cash payments by retaining funds billed by Contractor;
f. Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other
state bid list, and barred from participating in future contracting opportunities with the State of Texas;
g. Declare this Contract void upon the Department's determination that this Contract was obtained
Fraudulently, or was illegal or invalid from this Contract's inception and demand repayment of any
funds under this Contract;
General Provisions (September 1, 2015)
25
h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed
sanctions are pending resolution;
i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for
reasons such as payments are not supported by proper documentation or failure to comply with Contract
terms;
j. Pursue a claim for damages as a result of breach of contract;
k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this
Contract or having direct contact with DSHS-funded clients or participant, if the employee or volunteer
has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in
contraindication to continued obligations under this Contract, as reasonably determined by DSHS;
I. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take repayment
from funds available under this Contract in amounts necessary to fulfill Contractor's payment or
repayment obligations;
m. Reduce the Contract term;
n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not
supported by proper documentation, improper billing or failure to comply with Contract terms; and
o. Impose any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or
rule.
Section 15.03 Notice of Remedies or Sanctions.
a. Department shall formally notify Contractor in writing when a remedy or sanction is imposed, stating
the nature of the remedies and sanction, the reasons for imposing them, the corrective actions, if any,
that must be taken before the actions shall be removed and the time allowed for completing the
corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions
imposed.
b. Other than in the case of repayment or recoupment, Contractor is required to file, within 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 by agreeing to a corrective action plan or demonstrate in writing that the findings on
which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanctions.
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 shall provide written notice to Contractor of Department's final decision.
d. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and
take corrective action as stated in the plan approved by DSHS. If DSHS determines that repayment is
warranted, DSHS shall 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 shall
recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract.
Section 15.04 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 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
and may include failing to provide services; providing inadequate services; or providing unnecessary services.
General Provisions (September 1, 2015)
26
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 XVI CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE
Section 16.01 Breach of Contract Claim. The process for a breach of contract claim against the DSHS
provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC §§4.114.24 or as
amended by DSHS, shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim
against DSHS.
Section 16.02 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 Chapter 2260 and 25 TAC
or as amended. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to
DSHS Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being
invoked and comply with all the requirements in this Chapter and TAC. A copy of the notice must also be given
to all other representatives of DSHS and Contractor.
Section 16.03 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a notice of
claim filed by the Contractor constitutes grounds for the suspension in whole or part of performance by
Contractor.
ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION
Section 17.01 Expiration of Contract or Program Attachments.
a. Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's
service obligations stated in each Contract or Program Attachment shall end upon the expiration date of
that Contract or Program Attachment unless extended or renewed by written amendment.
b. Prior to completion of the term of all Contracts or Program Attachments, all or a part of this Contract
may be terminated with or without cause under this Article and in the Contract.
c. A Program Attachment's term cannot extend past the Contract term in its associated Contract.
Section 17.02 Effect of Termination or Expiration.
a. 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.
b. Upon termination of all or part of this Contract, Department and Contractor shall be discharged from
any further obligation created under the applicable terms of this Contract or 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.
c. Termination does not, however, constitute a waiver of any remedies for breach of this Contract.
Section 17.03 Termination or Temporary Suspension Without Cause.
General Provisions (September 1, 2015)
a. Either Party may terminate this Contract or Program Attachment, as applicable with at least 30 calendar
days prior written notice to the nonterminating Party.
b. If Contractor seeks to terminate a Contract that involves residential client services, Contractor shall give
the Department at least 90 calendar days prior written notice and shall submit a transition plan to ensure
client services are not disrupted.
c. The Parties can agree to terminate by mutual agreement.
DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC
agencies, amendments to the Appropriations Act, health and human services consolidations or any other
disruption of current appropriated funding for this Contractor Program Attachment. Contractor shall be notified
in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon
notification of temporary suspension, Contractor will discontinue performance under the Contract as of the
effective date of the suspension for the duration of the suspension.
Section 17.04 Immediate Termination. Department may immediately terminate this Contract or Program
Attachment, as applicable, when, in the sole determination of Department, termination is in the best interest of the
State of Texas.
Section 17.05 Termination For Cause. Department may terminate this Contract, in whole or in part, for breach
of contract by providing 10 calendar days written notice to Contractor.
Section 17.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any
verifiable method. Notice of termination is effective when it is received by the non -terminating party.
ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS
Section 18.01 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 18.02 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, 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 to the Contractor is subject to recoupment by DSHS.
Section 18.03 Appeals Rights for DSHS Funded Block Grants. Pursuant to Texas Government 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 Texas Government Code Chapter 2001.
ARTICLE XIX CLOSEOUT
Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or Program
Attachment, as applicable, Contractor shall stop providing services or the delivery of goods under this Contract
and if necessary, shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer
of responsibilities under this Contract to DSHS or another entity designated by DSHS.
General Provisions (September 1, 2015)
28
Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration
of Contract or Program Attachment.
Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately
initiate Closeout activities described in this Article.
Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts
owed by Contractor against any invoice submitted for payment.
Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout
reports required under this Contract within 45 calendar days after the Contract or Program Attachment, if
applicable, has terminated.
Section 19.04 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 shall result in a refund due, which Contractor shall pay within the time period established
by the Department.
Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment
does not affect the Department's right to recover funds on the basis of a later audit or other review or
Contractor's obligation to return any funds due as a result of later refunds, corrections or other transactions.
General Provisions (September 1, 2015)
29
2016 FEDERAL GRANT SUBRECIPIENT
ADDITIONAL PROVISIONS
ARTICLE XX DSHS GENERAL PROVISIONS..........................................................................................................31
ARTICLE XXI PROGRAM OPERATIONS......................................................................................................................... 31
Section 21.01 Client Financial Eligibility........................................................................................................................ 31
Section 21.02 Contracts with Subrecipient and Vendor Subcontractors...................................................................... 31
Section 21.03 Incorporation of Terms in Subrecipient Subcontracts............................................................................ 31
Section21.04 Quality Management.................................................................................................................................32
Section 21.05 Contractor's Notification of Change to Certain Contract Provisions.................................................... 32
Section 21.06 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees... 32
Section21.07 Direct Operation....................................................................................................................................... 33
ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES.............................................................................................. 33
Section22.01 Equipment................. --- ............................................................................ ....................................... ,... 33
Section22.02 Equipment List. -- ............................ .. . ........... ........................ . .................. ...... ................................ 33
Section22.03 Supplies...................................................................................................................................................... 34
Section 22.04 Property Inventory and Protection of Assets.•......................................................................................... 34
Section 22.05 Assets as Collateral Prohibited................................................................................................................. 34
ARTICLE XXIII PROGRAi►r'! FUNDS AND PAYMENTS....................................................................................................34
Section23.01 L'se of Funds................................................................................................................................................ 34
Section 23.02 Use for Match Proliibited.......................................................................................................................... 34
Section23.03 Program Income........................................................................................................................................35
Section23.04 Nonsupplanting......................................................................................................................................... 35
Section23.05 Payment Methods....................................................................................................................................... 35
Section 23.06 Financial Status Reports (FSRs).................. „35
Section 23.07 Working Capital Advance. ...................... .............................. ....... ............ .......... -- ......... ........... 35
Section 23.08 Condition Precedent to Requesting Payment.......................................................................................... 36
Section 23.09 Management and Control Systems........................................................................................................... 36
Section 23.10 Effect of Grant Close Out. . ...... ... - .............. ................... .............. .......................... ....... — ....... ---, 36
ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS........................................................................ 36
General Provisions (September 1, 2015)
30
Section24.01
Allowable Costs, .......... ..............................................................................................................................
36
Section24.02
Property Acquisitions................................................................................................................................
37
Section 24.03
Cost Allocation Plan. ................................. ........................ .................................................................
38
Section24.04
Overtime Compensation . ................................ ................. ...................... .................................. .................
38
Section 24.05
Independent Single or Program -Specific Audit. .....................................................................................
38
Section 24.06
Submission of Audit . ............ ............. ......................................... .......... ....... ........................................ ,.,...
39
ARTICLE XXV
INSURANCE AND BONDS ..........................................................................................................................
39
Section25.11
Insurance...................................................................................................................................................
39
Section25.02
Fidelity Bond..............................................................................................................................................
40
Section25,03
LiabilityCovera,ge.............. .............................................. .............. ........................... ................. ,..... .........
40
ARTICLE XXVI
TERMINATION, BANKRUPTCY AND CLOSEOUT............................................................................
40
Section26.01
Final Budget.... . .. ....... ............ ....... ........................................ .... ............... ....,........................................ ,....
=10
Section26.02
Bankruptcy................................................................................................................................................
40
Section26.03
Title to Property .................................................................................................................................. ..
41
Section 25.04
'Disposition of Property......................................................................................................... .....
41
Section 26.05
Closeout of Equipment..............................................................................................................................
41
ARTICLE XXVII
NON-EXCLUSIVE LIST OF APPLICABLE LAWS..............................................................................
41
General Provisions (September 1, 2015)
31
ARTICLE XX DSHS GENERAL PROVISIONS
In addition to the terms and conditions in the Department of State Health Services (DSHS or Department)
FY 2016 General Provisions (General Provisions), Contractor agrees to comply with these 2016 Federal
Grant Subrecipient Additional Provisions.
ARTICLE XXI PROGRAM OPERATIONS
Section 21.01 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 21.02 Contracts with Subrecipient and Vendor Subcontractors.
a. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise
prohibited in the Contract or Program Attachment(s).
b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor shall
obtain written approval from DSHS.
c. Contractor shall establish written policies and procedures for competitive procurement and
monitoring of subcontracts and shall produce a subcontracting monitoring plan.
d. Contractor shall monitor subrecipient subcontractors for both financial and programmatic
performance and shall maintain pertinent records that must be available for inspection by DSHS.
e. 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.
f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include
the following:
1. Name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or
Employee Identification Number (EIN);
2. Detailed description of the services to be provided;
3. Measurable method and rate of payment and total not -to -exceed amount of the contract;
4. Clearly defined and executable termination clause; and
5. Beginning and ending dates that coincide with the dates of the Contract.
g. Contractor is responsible to DSHS for the performance of any subcontractor.
h. 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 Sections 12.05, 14.03 and 14.04 of the General Provisions.
Section 21.03 Incorporation of Terms in Subrecipient Subcontracts.
a. 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. Assurances and Certifications in Article XII of the General Provisions;
2. Sections 14.03 and 14.04 of the General Provisions; and
Subrecipient General Provisions (September 1, 2015) 31
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 Article
X of the General Provisions;
b. 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.
c. 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.
d. No provision of this Contract creates privity of contract between DSHS and any subcontractor of
Contractor.
e. If a subcontractor is unable to certify (or status changes during contract term) to any of the
statements in Sections 14.03 and 14.04, or any of the certifications stated in Article XII of the
General Provisions, Contractor shall submit an explanation to the contract manager assigned to the
Contract.
Section 21.04 Quality Management.
Contractor shall comply with quality management requirements as directed by the Department.
Section 21.05 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. Cumulative budget transfers that do not exceed 25% among direct cost categories, other than the
equipment category, 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); and
b. 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 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.
Section 21.06 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees.
a. 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.
b. 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
Subrecipient General Provisions (September 1, 2015) 32
self-evaluation and Department's monitoring processes. Contractor's governing body shall ensure
separation of powers, duties, and functions of governing body members and staff.
c. 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 Texas
Government 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 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.
Section 21.07 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.
ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES
Section 22.01 Equipment.
Equipment means tangible personal property having a useful lifetime of more than one year and a per-unit
acquisition cost that exceeds the lesser of the capitalization level established by the of $5,000 or more.
Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory
Form.
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 in the Program Attachment must be submitted to the
contract manager assigned to this Contract.
Section 22.02 Equipment List.
a. 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. The
equipment list must include:
1. Description of the property;
2. Serial number or other identification number;
3. Source of funding for the property (including the Federal Assistance Identification Number);
4. Who holds title,
5. Acquisition date and cost of the property;
6. Percentage of Federal participation in the project costs for the Federal award under which the
property was acquired;
7. Location use and condition of the property; and
8. Any ultimate disposition data including the date of disposal and sale price of property. Any
changes to the approved equipment list in the executed Contract must be approved in writing by
Department prior to the purchase of equipment.
b. Contractor shall submit to the contract manager assigned to this Contact, a written description
including complete product specifications and need justification prior to purchasing any item of
Subrecipient General Provisions (September 1, 2015) 33
unapproved equipment. If approved, Department will acknowledge its approval by means of a
written amendment.
Section 22.03 Supplies.
a. 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.
b. 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
$5,000, which includes 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.
c. 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 22.04.
Section 22.04 Property Inventory and Protection of Assets.
Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property
described in Section 14.06 of the General Provisions 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 15i1 of each year. The report is located on the DSHS website at:
http://wNvvv.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 22.05 Assets as Collateral Prohibited.
Contractors on a cost reimbursement payment method shall not encumber equipment purchased with
Department fiends without prior written approval from the Department.
ARTICLE XXIII PROGRAM FUNDS AND PAYMENTS
Section 23.01 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 23.02 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.
Subrecipient General Provisions (September 1, 2015) 34
Section 23.03 Program Income.
a. Gross income directly generated from Department funds through a project or activity performed
under a Contract and/or earned only as a result of this Contract during its term is considered
program income.
b. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use
the addition alternative, as provided in the Uniform Grant Management Standards, for the use of
program income to further the program objectives of the state or federal statute that provided the
authority of this Contract or its Program Attachment, and Contractor shall spend the program
income on the same Project Attachment or Statement of Work project under which it was
generated.
c. Contractor shall identify and report this income in accordance with Article IX of these General
Provisions and the provisions in the Contract or its Program Attachment(s).
d. 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.
e. 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 23.04 Nonsupplanting.
Contractor shall not 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.
Section 23.05 Payment Methods.
Section 5.01 of the General Provisions is replaced with the following:
Except as otherwise provided by the provisions of this Contract or its Program Attachment(s), the payment
method for it will be cost reimbursement. This payment method is based on an approved budget in this
Contract or its Program Attachment(s) and acceptable submission of a request for reimbursement.
Section 23.06 Financial Status Reports (FSRs). Except as otherwise provided in these General
Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit
quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter
of the Contract term for Department review and financial assessment. Contractor shall submit the final FSR
no later than 45 calendar days following the end of the Contract term.
Section 23.07 Working Capital Advance.
If necessary, if allowed by law, and if permitted at DSHS sole discretion, Contractor's requests for an
advance of funds shall be limited to the minimum amount needed for effective accomplishment of the
Project under this Contract, and shall be timed as closely as possible to actual cash requirements. Contractor
Subrecipient General Provisions (September 1, 2015) 35
shall establish procedures to minimize the time elapsing between the transfer of funds from DSHS to
Contractor, and shall ensure that such funds are disbursed as soon as administratively possible.
Section 23.08 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 23.09 Management and Control Systems.
a. Contractor shall maintain an appropriate contract administration system to ensure that all terms,
conditions, and specifications are met during the term of the contract through the completion of the
closeout procedures.
b. Contractor shall develop, implement, and maintain financial management and control systems
that meet or exceed the requirements of UGMS. Those requirements and procedures include, at a
minimum, the following:
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;
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 Contract and its Program Attachment and are traceable from the transaction to the
general ledger;
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
Mechanism capable of billing and making reasonable efforts to collect from clients and third
parties.
Section 23.10 Effect of Grant Close Out.
Contractor must submit all requests for reimbursement prior to the date of the closure of the grant. DSHS
may reject any request for reimbursement submitted after closure of the grant.
ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 24.01 Allowable Costs.
a. Except as provided by Section 23.06, DSHS will reimburse Contractor for services satisfactorily
performed, and sufficiently documented for allowable costs.
b. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable
term to be eligible for reimbursement under this Contract.
c. DSHS will determine whether costs submitted by Contractor are allowable and eligible for
reimbursement.
Subrecipient General Provisions (September 1, 2015) 36
d. 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 30 calendar days of the
date of this written notice.
e. 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) 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 Reauirements
Applicable Entity
Applicable Cost
Audit Requirements
Administrative
Principles
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-1 10 (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
A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS
website at hqp://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. The Contract will specify appropriate grant guidance.
Section 24.02 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.
Subrecipient General Provisions (September 1, 2015) 37
Section 24.03 Cost Allocation Plan.
a. Contractor shall implement and follow the applicable Cost Allocation Plan.
b. Contractor shall submit a Cost Allocation Plan on the format provided by DSHS 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: coscap%a,dshs.state. tx.Lis no later than the 601h calendar
day after the effective date of the Contract, except when a Contractor has a current Cost Allocation
Plan on file with the Department. 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.
c. 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 30 calendar days after the
effective date of the change.
Section 24.04 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:
a. With the prior written approval of DSHS;
b. Temporarily, in the case of an emergency or an occasional operational bottleneck;
c. When employees are performing indirect functions, such as administration, maintenance, or
accounting;
d. In performance of tests, laboratory procedures, or similar operations that are continuous in nature
and cannot reasonably be interrupted or otherwise completed; or
e. When lower overall cost to DSHS will result.
Section 24.05 Independent Single or Program -Specific Audit.
a. If Contractor within Contractor's fiscal year expends a total amount of at least $750,000 in federal
funds awarded, Contractor shall have a single audit or program -specific audit in accordance with the
2 CFR § 200.501. The $750,000 federal threshold amount includes federal funds passed through by
way of state agency awards.
b. 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.
c. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure
thresholds stated above shall follow the guidelines in 2 CFR § 200.501 or UGMS, as applicable, for
their program -specific audits.
d. The 14HSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit
Status Registration Form.
e. If Contractor fails to complete the Single Audit Status Form within 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.
Subrecipient General Provisions (September 1, 2015) 38
f. 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 llgj2://www.dshs.state.tx.us/contracts/Iinks.shtm.
g. 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 years.
Section 24.06 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:
COSContractAdmi n istrationgdshs.state.tx. us
Electronic submission to HHSC should be addressed as follows:
Oueenah.Tealnah(211hsc. state. N.LIS
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 XXV INSURANCE AND BONDS
Section 25.01 Insurance.
In addition to the Insurance provision in Section 14.22 of the General Provisions, 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 this Contract within 5
business days of learning of the loss, 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.
Subrecipient General Provisions (September 1, 2015) 39
Section 25.02 Fidelity Bond.
a. 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.
b. The fidelity bond or insurance must provide for indemnification of losses occasioned by any
fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually
or in concert with others, and/or 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.
c. 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 25.03 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"). This section applies to entities
that are organized as non-profit corporations under the Texas Non -Profit Corporation Act; for-profit
corporations organized under the Texas Business Corporations Act; and any other legal entity.
Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies
of policies to DSHS upon request. 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.
ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT
Section 26.01 Final Budget
Contractor shall submit an actual Budget to DSHS no later than sixty (60) days after the contract termination
date or at the conclusion of all contract activities, whichever occurs first. The Budget shall be in a format
prescribed by DSHS and shall be accompanied by a report of all activities performed under this Contract.
Section 26.02 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.
Subrecipient General Provisions (September 1, 2015) 40
Section 26.03 Title to Property.
At the expiration or termination of this Contact for any reason, title to any remaining equipment and
supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any
other party designated by Department. The Department may, at its option and to the extent allowed by law,
transfer the reversionary interest to such property to Contractor.
Section 26.04 Disposition of Property.
a. Contractor shall follow the procedures in the American Hospital Association's (AHA) "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.
b. 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.
c. If, prior to the end of the usefi►I 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 this Contract.
d. 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 26.05 Closeout of Equipment.
At the end of the term of a Contract that has no additional renewals or that will not be renewed (Closeout),
or when a Contract is otherwise terminated, Contractor shall submit to the contract manager assigned to this,
an inventory of equipment purchased with Department finds 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 this Contract, 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.
ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS
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://wNvw.dslis.state.tx.us/conti-acts/links.slitin.
Subrecipient General Provisions (September 1, 2015) 41
Contractor also shall comply with all applicable federal and state assurances contained in the Uniform Grant
Management Standards. 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.dslis.state.tx.us/contracts/Iinks.slitin. For contracts funded by
block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Subrecipient General Provisions (September 1, 2015) 42