HomeMy WebLinkAboutResolution - 2013-R0138 - Agreement - TX DSHS - PHEP, Server Upgrades For Webeoc Program - 05/01/2013Resolution No. 2013-RO138
May 1, 2013
Item No. 5.23
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Manager of the City of Lubbock is hereby authorized and directed
to execute for and on behalf of the City of Lubbock, an agreement with the State of
Texas' Department of State Health Services (DSHS) to obtain grant funding for services
or goods in support of the Public Health Emergency Preparedeness Cooperative
Agreement from the Centers for Disease Control, and specifically to purchase and install
server upgrades (primary and backup) for the WebEOC program. Said 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 May, 1, 2013 2013.
ROB TSON, MAYOR
,7
ATTEST:
0. V. -O, -'e, -
Reb •ca Garza, -City S-ecretar(..)
APPROVED AS TO CONTENT
(regarding Public Health Emergency Preparedness Services provisions):
Mike Kemp, Fire Chie
70 (WebEOC Grant) doc
Resolution No. 2013-RO138
DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2013-041470 (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 Government Entity, (collectively, the Parties).
1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $17,019.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 01/01/2013 and ends on 08/31/2013. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2013-041470-005 Preparedness and Prevention Community Preparedness Section /
Bioterrorism Discre
c. General Provisions (Sub -recipient)
d. Solicitation Document(s), and
e. Contractor's response(s) to the Solicitation Document(s).
f. Exhibits
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
92648-1
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF LUBBOCK
Address: P.O. BOX 2000
LUBBOCK, TX 79408
Vendor Identification Number: 17560005906001
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES
By:
Signature of Authorized Official
Date
Bob Burnette, C.P.M., CTPM
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
Bob.Bumette@dshs.state.tx.us
VYW11.31
CITY OF LUBB
os- O lv-120/
Date
G len Mr
Printed Printed Name and Title
11a5 1,3 -t 5+ re -
Address
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City, State, Zip
800.775-ao16
Telephone Number
qro 6 erhSort @n IUIC60cl{, LLS
-mail Address for Official Correspondence
ATTEST:
17
Reb ca Garza, City Secretary
(�
APPROVED AS TO CONTENT:
Mike Kemp, Fire Chief
DOCUMENT NO. 2013-041470
PROGRAM ATTACHMENT NO. 005
PURCHASE ORDER NO. 0000391253
CONTRACTOR: CITY OF LUBBOCK
DSHS PROGRAM: Preparedness and Prevention Community Preparedness Section /
Bioterrorism Discre
TERM: 01/01/2013 THRU:08/31/2013
SECTION I. STATEMENT OF WORK:
Contractor shall perform activities in support of the Public Health Emergency Preparedness
Cooperative Agreement (Funding Opportunity Number CDC-RFA-TP12-1201) from the Centers
for Disease Control and Prevention (CDC). CDC's new five-year Public Health Emergency
Preparedness (PHEP) — Hospital Preparedness Program (HPP) Cooperative Agreement seeks to
align PHEP and HPP programs by advancing public health and healthcare preparedness.
Contractor shall address the following CDC PHEP Capabilities under this Program Attachment:
Tier 1 Capabilities
Capability 1: Community Preparedness
Capability 3: Emergency Operations Center Coordination
Capability 6: Information Sharing
Capability 7: Mass Care
Capability 8: Medical Countermeasure Dispensing
Capability 9: Medical Material Management and Distribution
Capability 10: Medical Surge
Capability 1— Community Preparedness:
Definition: Community Preparedness is the ability of communities to prepare for, withstand,
and recover — in both the short and long terms — from public health incidents.
Capability 3 — Emergency Operations Center Coordination:
Definition: Emergency Operations coordination is the ability to direct and support an event or
incident with public health or medical implications by establishing a standardized, scalable
system of oversight, organization, and supervision consistent with jurisdictional standards and
practices with the National Incident Management System.
ATTACHMENT Page — 1
Capability 6 — Information Sharing:
Definition: Information sharing is the ability to conduct multijurisdictional, multidisciplinary
exchange of health-related information and situational awareness data among federal, state, local,
territorial, and tribal levels of government, and the private sector. This capability includes the
routine sharing of information as well as issuing of public health alerts to federal, state, local,
territorial, and tribal levels of government and the private sector in preparation for and in
response to events or incidents of public health significance.
Capability 7 — Mass Care:
Definition: Mass Care is the ability to coordinate with partner agencies to address the public
health, medical, and mental/behavioral health needs of those impacted by an incident at a
congregate location. This capability includes the coordination of ongoing surveillance and
assessment to ensure that local health needs will continue to be met as the incident evolves.
Capability 8 — Medical Countermeasure Dispensing:
Definition: Medical countermeasure dispensing is the ability to provide medical
countermeasures (including vaccines, antiviral drugs, antibiotics, antitoxin, etc.) in support of
treatment or prophylaxis (oral or vaccination) to the identified population in accordance with
public health guidelines and/or recommendations.
Capability 9 — Medical Material Management and Distribution:
Definition: Medical material management and distribution is the ability to acquire, maintain
(e.g., cold chain storage or other storage protocol), transport distribute, and track medical
material (e.g., pharmaceuticals, gloves, masks, and ventilators) during an incident and to recover
and account for unused medical material, as necessary, after an incident.
Capability 10 — Medical Surge:
Definition: Medical surge is the ability to provide adequate medical evaluation and care during
events that exceed the limits of the normal medical infrastructure of an affected community. It
encompasses the ability of the healthcare system to survive a hazard impact and maintain or
rapidly recover operations that were compromised.
Contractor shall purchase and install server upgrades to the WebEOC. This project shall be
referred to and reported to DSHS as "Project C2-LHD-19". The allocation for Project C2-LHD-
19 is $17,019.00 and shall not exceed this amount without DSHS prior approval.
If applicable, Contractor shall request approval to move funds between projects through the
Discretionary Reallocation Form. Requests shall be submitted to the assigned contract manager
and to CPSRCT@dshs.state.tx.us.
ATTACHMENT Page — 2
DSHS encourages partnership and collaboration within, between, and among jurisdictions in the
State of Texas related to preparedness activities. Partnership opportunities may include, but are
not limited to, planning activities, exercises, training, and responding to incidents, events, or
emergencies.
Contractor shall comply with all applicable federal and state laws, rules, and regulations
including, but not limited to, the following:
• Public Law 107-188, Public Health Security and Bioterrorism Preparedness and
Response Act of 2002;
• Public Law 109-417, Pandemic and All Hazards Preparedness Act of 2006; and
• Chapter 81, Texas Health and Safety Code.
Contractor shall comply with all applicable regulations, standards and guidelines in effect on the
beginning date of this Program Attachment. This is an inter -local agreement under Chapter 791
of the Government Code.
Through this Program Attachment DSHS and Contractor are furnishing a service related to
homeland security and under the authority of Texas Government Code § 421.062, neither agency
is responsible for any civil liability that may arise from furnishing any service under this
Program Attachment.
The following documents and resources are incorporated by reference and made a part of this
Program Attachment:
• Department of Health and Human Services, Centers for Disease Control and Prevention
(CDC), Public Health Emergency Preparedness Cooperative Agreement, Funding
Opportunity Number: CDC -RFA -TP 12-1201. :
• Public Health Preparedness Capabilities: National Standards for State and Local
Planning, March 2011:
http://www.cdc.jzov/i),hpr/Capabilities/DSLR ca abilities Jul . df;
• Presidential Policy Directive 8/PPD-8, March 30, 2011:
http://www.hlswatch.com/wp-content/uploads/2011 /04/PPD-8-Preparedness.pdf;
• Texas Public Health and Medical Emergency Management 5 -Year Strategic Plan;
• Tactical Guide, Companion Document to the Texas Public Health and Medical Emergency
Management 5 -Year Strategic Plan 2012 to 2016;
• Homeland Security Exercise and Evaluation Plan (HSEEP) Documents:
https://hsepp.dhs.gov/paaes/1001 HSEEP7.as x•
• Ready or Not? Have a Plan; Surviving Disaster: How Texans Prepare (videos):
ht!p://www.texasprepares.org/survivinjzdisaster.ht ; and
• Preparedness Program Guidance(s) as provided by DSHS and CDC.
Funds awarded herewith must be matched by costs or third party contributions that are not paid
by the Federal Government under another award, except where authorized by Federal statute to
be used for cost sharing or matching. The non-federal contributions (match) may be provided
directly or through donations from public or private entities and may be in cash or in-kind
ATTACHMENT Page — 3
donations, fairly evaluated, including plant, equipment, or services. The costs that the Contractor
incurs in fulfilling the matching or cost-sharing requirement are subject to the same
requirements, including the cost principles, that are applicable to the use of Federal funds,
including prior approval requirements and other rules for allowable costs as described in 45 CFR
74.23 and 45 CFR 92.24.
Contractor is required to provide matching funds for this Program Attachment not less than 10%
of total costs. Refer to the DSHS Contractor's Financial Procedures Manual, Chapter 9
(http://www.dshs.state.tx.us/contracts/cfpm.shtm) for additional guidance on match
requirements, including descriptions of acceptable match resources. Documentation of match,
including methods and sources, must be included in Contractor's contract budget, and Contractor
must follow procedures for generally accepted accounting practices as well as meet audit
requirements.
Contractor shall coordinate all risk communication activities with the DSHS Communications
Unit by using DSHS's core messages posted on DSHS's website, and submitting copies of draft
risk communication materials to DSHS for coordination prior to dissemination.
In the event of a public health emergency involving a portion of the state, Contractor shall
mobilize and dispatch staff or equipment purchased with funds from the previous PHEP
cooperative agreement and that are not performing critical duties in the jurisdiction served to the
affected area of the state upon receipt of a written request from DSHS.
Contractor shall inform DSHS in writing if Contractor shall not continue performance under this
Program Attachment within thirty (30) days of receipt of an amended standard(s) or guideline(s).
DSHS may terminate the Program Attachment immediately or within a reasonable period of time
as determined by DSHS.
Contractor shall develop, implement, and maintain a timekeeping system for accurately
documenting staff time and salary expenditures for all staff funded through this Program
Attachment, including partial FTEs and temporary staff.
DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of
financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If
expenditures are below that projected in Contractor's total Contract amount, Contractor's budget
may be subject to a decrease for the remainder of the Contract term. Vacant positions existing
after ninety (90) days may result in a decrease in funds.
SECTION II. PERFORMANCE MEASURES:
Contractor shall meet and report milestones as developed in coordination with DSHS on each
project described in SECTION I. STATEMENT OF WORK.
Contractor shall report the expenditure breakdown and provide an update of progress and
activities as outlined in the attached Exhibit A. Contractor shall submit Exhibit A for each
project as outlined in SECTION I. STATEMENT OF WORK. Each report will be submitted to
ATTACHMENT Page — 4
PHP.VoucherSunport@dshs.state.tx.us and PHEP@dshs.state.tx.us with each monthly
reimbursement request.
The Monthly Exhibit A is due in accordance to the table below:
Januar 1 -January 31, 2013
February 28, 2013
February 1 -February 28, 2013
March 29, 2013
March 1 -March 31, 2013
Aril 30, 2013
April 1 -April 30, 2013
May 30, 2013
May 1 -May 31, 2013
June 28, 2013
June 1 -June 30, 2013
July 30, 2013
Jul 1 -July 31, 2013
August 30, 2013
August 1 -August 31, 2013
Se tember 30, 2013
Contractor shall provide services in the following county(ies)/area: Lubbock
SECTION III. SOLICITATION DOCUMENT:
Exempt - Governmental Entity
SECTION IV. RENEWALS:
DSHS may renew the Program Attachment at DSHS's sole discretion.
SECTION V. PAYMENT METHOD:
Cost Reimbursement.
Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List.
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) on a
monthly basis and acceptable supporting documentation for reimbursement of the required
services/deliverables. Additionally, the Contractor shall submit the Match/Reimbursement
Certification (Form B -13A) and the Financial Status Report (FSR -269A) on a quarterly basis.
Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail
to the addresses/number below.
Claims Processing Unit, MC 1940
Texas Department of State Health Services
1100 West 490' Street
PO Box 149347
Austin, TX 78714-9347
ATTACHMENT Page — 5
The fax number for submitting State of Texas Purchase Voucher (Form B-13),
Match/Reimbursement Certification Form (Form B -13A), and Financial Status Report to the
Claims Processing Unit is (512) 458-7442. The email address is invoices@dshs.state.tx.us.
SECTION VII. BUDGET:
SOURCE OF FUNDS: CFDA # 93.069
DUNS NUMBER: 058213893
SECTION VIII. SPECIAL PROVISIONS:
General Provisions, Compliance and Reporting Article I, Reporting Section 1.03, is revised to
include:
Contractor shall submit programmatic reports as directed by DSHS in a format specified
by DSHS. Contractor shall provide DSHS other reports, including financial reports, and
any other reports that DSHS determines necessary to accomplish the objectives of this
contract and to monitor compliance. If Contractor is legally prohibited from providing
such reports, Contractor shall immediately notify DSHS in writing.
Contractor shall provide reports as requested by DSHS to satisfy information -sharing
Requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b)
and (c).
General Provisions, Payment Methods and Restrictions Article IV, Billing Submission
Section 4.02, is amended to include the following:
Contractor shall submit requests for reimbursement or payment, or revisions to previous
reimbursement request(s), no later than July 30, 2013 for costs incurred between the
services dates of January 1, 2013 and June 30, 2013.
General Provisions, ARTICLE IV. PAYMENT METHODS AND RESTRICTIONS, Section
4.04 Working Capital Advance is amended to include the following:
Contractor shall liquidate or return unused portions of the working capital advance to the
Department prior to the end of the Program grant period of June 30, 2013.
General Provisions, Payment Methods and Restrictions Article IV Financial Status Reports
(FSRs) Section 4.05, is amended to include the following:
Contractor shall submit FSRs to Accounts Payable by the last business day of the month
following the end of each term reported. The FSR period will be reported as follows:
Quarter one shall include January 1, 2013 through February 28, 2013. Quarter two shall
include March 1, 2013 through June 30, 2013. Quarter three shall include July 1, 2013
ATTACHMENT Page — 6
through August 31, 2013. Contractor shall submit the final FSR no later than sixty (60)
calendar days following the end of the applicable term.
General Provisions, Terms and Conditions of Payment Article IV, is revised to include:
DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly
basis. Based on these reviews, DSHS may reallocate funding between contracts to
maximize use of available funding.
General Provisions, Allowable Costs and Audit Requirements Article VI, is amended to
include the following:
For the purposes of this Program Attachment, funds may not be used for: fundraising
activities, lobbying, research; construction, major renovations, reimbursement of pre-
award costs; clinical care; the purchase of vehicles of any kind, funding an award to
another party or provider who is ineligible, or backfilling costs for staff.
General Provisions, General Terms Article XIII, Amendment Section 13.15, is amended to
include the following:
Contractor must submit all amendment and revision requests in writing to the Division
Contract Management Unit at least 90 days prior to the end of the term of this Program
Attachment.
ATTACHMENT Page — 7
2013-041470-005
Categorical Budget:
PERSONNEL
$1,142.00
FRINGE BENEFITS
$578.00
TRAVEL
$0.00
EQUIPMENT
$11,222.00
SUPPLIES
$4,750.00
CONTRACTUAL
$0.00
OTHER
$1,047.00
TOTAL DIRECT CHARGES
$18,739.00
INDIRECT CHARGES
$0.00
TOTAL
$18,739.00
DSHS SHARE
$17,019.00
CONTRACTOR SHARE
$1,720.00
OTHER MATCH
$1,720.00
Total reimbursements will not exceed $17,019.00
Financial status reports are due: 03/29/2013, 07/31/2013, 10/31/2013
Equipment List Attached.
Equipment List
Equipment Total: $ 11,222.00
Item # Equipment Description Units J Unit Cost Total
1 Twelve -Core AMD Operton 6100 Series 1 $11,222.00 $11,222.00
Processor and accessories. Server.
Fiscal Year 2013 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
ARTICLE I
COMPLIANCE AND REPORTING...............................................................................................5
Section 1.01
Compliance with Statutes and Rules..........................................................................................5
Section 1.02
Compliance with Requirements of Solicitation Document......................................................5
Section 1.03
Reporting......................................................................................................................................5
Section 1.04
Client Financial Eligibility..........................................................................................................5
Section 1.05
Applicable Contracts Law and Venue for Disputes..................................................................5
Section 1.06
Applicable Laws and Regulations Regarding Funding Sources..............................................5
Section 1.07
Statutes and Standards of General Applicability.....................................................................6
Section 1.08
Applicability of General Provisions to Interagency and Interlocal Contracts ......................... 7
Section 1.09
Civil Rights Policies and Complaints.........................................................................................8
Section 1.10
Licenses, Certifications, Permits, Registrations and Approvals .............................................. 8
Section 1.11
Funding Obligation..................................................................................................................... 9
ARTICLEII
SERVICES..........................................................................................................................................9
Section 2.01
Education to Persons in Residential Facilities.......................................................................... 9
Section 2.02
Disaster Services.......................................................................................................................... 9
Section 2.03
Consent to Medical Care of a Minor.......................................................................................... 9
Section 2.04
Telemedicine Medical Services................................................................................................... 9
Section 2.05
Fees for Personal Health Services..............................................................................................10
Section 2.06
Cost Effective Purchasing of Medications...............................................................................10
Section 2.07
Services and Information for Persons with Limited English Proficiency...............................10
ARTICLEIII
FUNDING.........................................................................................................................................10
Section3.01
Debt to State and Corporate Status.........................................................................................10
Section 3.02
Application of Payment Due.....................................................................................................10
Section 3.03
Use of Funds...............................................................................................................................10
Section 3.04
Use for Match Prohibited..........................................................................................................11
Section 3.05
Program Income........................................................................................................................11
Section 3.06
Nonsupplanting
..........................................................................................................................11
ARTICLE IV
PAYMENT METHODS AND RESTRICTIONS..........................................................................11
Section 4.01
Payment Methods......................................................................................................................11
Section 4.02
Billing Submission
Section 4.03
.....................................................................................................................11
Final Billing Submission...........................................................................................................11
Section 4.04
Working Capital Advance........................................................................................................12
Section 4.05
Financial Status Reports (FSRs)..............................................................................................12
Section 4.06
Third Party Payors....................................................................................................................12
ARTICLE V
TERMS AND CONDITIONS OF PAYMENT..............................................................................12
Section 5.01
Prompt Payment........................................................................................................................12
Section 5.02
Withholding Payments..............................................................................................................12
Section 5.03
Condition Precedent to Requesting Payment..........................................................................13
Section 5.04
Acceptance as Payment in Full.................................................................................................13
ARTICLE VI
ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13
Section 6.01
Allowable Costs..........................................................................................................................13
Section 6.02
Independent Single or Program -Specific Audit......................................................................14
Section 6.03
Submission of Audit.................................................................................................................14
ARTICLE VII
CONFIDENTIALITY.................................................................................................................15
Section 7.01
Maintenance of Confidentiality................................................................................................15
Section 7.02
Department Access to PHI and Other Confidential Information..................................15
General Provisions (Core Subrecipient) 2013 Rev. 7/12
Fiscal Year 2013 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section 7.03 Exchange of Client -Identifying Information.............................................................................15
Section 7.04 Security of Patient or Client Records......................................................................................15
Section 7.05 HIV/AIDS Model Workplace Guidelines................................................................................15
ARTICLE VIII
RECORDS RETENTION...........................................................................................................15
Section 12.02
Section 8.01
Retention....................................................................................................................................15
Section 12.03
ARTICLE IX
ACCESS AND INSPECTION.........................................................................................................16
Section12.04
Section9.01
Access..........................................................................................................................................16
Section 12.05
Section 9.02
State Auditor's Office................................................................................................................16
20
Section 9.03
Responding to Deficiencies.......................................................................................................16
20
ARTICLE X
NOTICE REQUIREMENTS..........................................................................................................17
Section12.08
Section 10.01
Child Abuse Reporting Requirement......................................................................................17
20
Section 10.02
Significant Incidents..................................................................................................................17
Section 12.10
Section 10.03
Litigation....................................................................................................................................17
Section 12.11
Section 10.04
Action Against the Contractor.................................................................................................17
Section 12.12
Section10.05
Insolvency...................................................................................................................................17
Section 12.13
Section 10.06
Misuse of Funds and Performance Malfeasance.....................................................................18
Section 12.14
Section 10.07
Criminal Activity and Disciplinary Action..............................................................................18
Section12.15
Section 10.08
Retaliation Prohibited...............................................................................................................18
Section 12.16
Section 10.09
Documentation...........................................................................................................................18
Section 12.17
ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18
Section 11.01
Certification...............................................................................................................................18
Section 12.02
Section 11.02
Child Support Delinquencies....................................................................................................19
Section 12.03
Section 11.03
Authorization.............................................................................................................................19
Section12.04
Section 11.04
Gifts and Benefits Prohibited. in connection with this Contract............................................19
Section 12.05
Section 11.05
Ineligibility to Receive the Contract........................................................................................
20
Section 11.06
Antitrust.....................................................................................................................................
20
Section 11.07
Initiation and Completion of Work..........................................................................................20
Section12.08
ARTICLE XII
GENERAL BUSINESS OPERATIONS OF CONTRACTOR ................................................
20
Section 12.01
Responsibilities and Restrictions Concerning Governing Body, Officers and Employees.. 20
Section 12.02
Management and Control Systems..........................................................................................
21
Section 12.03
Insurance....................................................................................................................................21
Section12.04
Fidelity Bond..............................................................................................................................21
Section 12.05
Liability Coverage.....................................................................................................................21
Section 12.06
Overtime Compensation...........................................................................................................
22
Section 12.07
Program Site..............................................................................................................................
22
Section12.08
Cost Allocation Plan..................................................................................................................
22
Section 12.09
No Endorsement..........................................................................................................................
22
Section 12.10
Historically Underutilized Businesses(HUBs)..........................................................................22
Section 12.11
Buy Texas...................................................................................................................................
23
Section 12.12
Contracts with Subrecipient and Vendor Subcontractors.....................................................
23
Section 12.13
Status of Subcontractors...........................................................................................................
23
Section 12.14
Incorporation of Terms in Subrecipient Subcontracts...........................................................
23
Section12.15
Independent Contractor............................................................................................................24
Section 12.16
Authority to Bind.......................................................................................................................
24
Section 12.17
Tax Liability...............................................................................................................................24
Section 12.18
Notice of Organizational Change.............................................................................................
24
Section 12.19
Quality Management.................................................................................................................
24
Section 12.20
Equipment (Including Controlled Assets)...............................................................................24
Section12.21
Supplies.......................................................................................................................................24
General Provisions (Core Subrecipient) 2013 Rev. 7/I2 2
Fiscal Year 2013 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section 12.22
Changes to Equipment List......................................................................................................
25
Section 12.23
Property Inventory and Protection of Assets..........................................................................
25
Section 12.24
Bankruptcy.................................................................................................................................25
Section13.05
Section 12.25
Title to Property........................................................................................................................25
Other Intangible Property........................................................................................................ 28
Section 12.26
Property Acquisitions................................................................................................................25
Section 13.08
Section 12.27
Disposition of Property.............................................................................................................
25
Section12.28
Closeout of Equipment..............................................................................................................
26
Section 12.29
Assets as Collateral Prohibited.................................................................................................
26
ARTICLE XIII
GENERAL TERMS....................................................................................................................26
Section 13.14
Section 13.01
Assignment...................................................................................................................................26
Section 13.02
Lobbying.....................................................................................................................................26
Section 13.03
Conflict of Interest. .................................................................................................................... 26
Section 13.04
Transactions Between Related Parties..................................................................................... 27
Section13.05
Intellectual Property.................................................................................................................. 27
Section 13.06
Other Intangible Property........................................................................................................ 28
Section 13.07
Severability and Ambiguity......................................................................................................28
Section 13.08
Legal Notice................................................................................................................................ 28
Section 13.09
Successors................................................................................................................................... 28
Section13.10
Headings..................................................................................................................................... 28
Section13.11
Parties......................................................................................................................................... 28
Section 13.12
Survivability of Terms............................................................................................................... 28
Section 13.13
Direct Operation........................................................................................................................ 29
Section 13.14
Customer Service Information................................................................................................. 29
Section 13.15
Amendment................................................................................................................................29
Section 13.16
Contractor's Notification of Change to Certain Contract Provisions ................................... 29
Section 13.17
Contractor's Request for Revision of Certain Contract Provisions ...................................... 29
Section 13.18
Immunity Not Waived............................................................................................................... 30
Section 13.19
Hold Harmless and Indemnification........................................................................................30
Section 13.20
Waiver........................................................................................................................................30
Section 13.21
Electronic and Information Resources Accessibility and Security Standards . ................... 30
Section 13.22
Force Majeure............................................................................................................................31
Section 13.23
Interim Contracts......................................................................................................................31
Section 13.24
Cooperation and Communication............................................................................................31
ARTICLE XIV
BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE ........................31
Section 14.01
Actions Constituting Breach of Contract................................................................................ 31
Section 14.02
General Remedies and Sanctions............................................................................................. 32
Section14.03
Notice of Remedies or Sanctions.............................................................................................. 33
Section 14.04
Emergency Action.....................................................................................................................34
ARTICLE XV
CLAIMS AGAINST THE DEPARTMENT............................................................................. 34
Section 15.01
Breach of Contract Claim......................................................................................................... 34
Section 15.02
Notice..........................................................................................................................................34
Section 15.03
Sole Remedy...............................................................................................................................34
Section 15.04
Condition Precedent to Suit......................................................................................................34
Section 15.05
Performance Not Suspended.................................................................................................... 34
ARTICLE XVI
TERMINATION AND TEMPORARY SUSPENSION...........................................................35
Section 16.01
Expiration of Contract or Program Attachment(s).35
...............................................................
Section 16.02
Effect of Termination. Contract. "
Section 16.03
Acts Not Constituting Termination. "
Section 16.04
Termination or Temporary Suspension Without Cause..........................................................35
Section 16.05
Termination For Cause.............................................................................................................36
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Fiscal Year 2013 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Section16.06 Notice of Termination............................................................................................................... 37
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS..................................................37
Section 17.01
Void Contracts...........................................................................................................................37
Section 17.02
Effect of Void, Suspended, or Involuntarily Terminated Contract .......................................
37
Section 17.03
Appeals Rights...........................................................................................................................37
ARTICLEXVIII
CLOSEOUT...............................................................................................................................
37
Section 18.01
Cessation of Services At Closeout............................................................................................
37
Section 18.02
Administrative Offset................................................................................................................
37
Section 18.03
Deadline for Closeout................................................................................................................37
Section 18.04
Payment of Refunds..................................................................................................................
38
Section 18.05
Disallowances and Adjustments...............................................................................................38
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ARTICLE I COMPLIANCE AND REPORTING
Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its
subcontractor(s) to comply, with the requirements of the Department's rules of general applicability and other
applicable state and federal statutes, regulations, rules, and executive orders, as such statutes, regulations,
rules, and executive orders currently exist and as they may be lawfully amended. The Department rules are
located in the Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher
standard, or additional requirements beyond those required by applicable statutes, regulations, rules or
executive orders, the terms of this Contract will control. Contractor further agrees that, upon notification from
DSHS, Contractor shall comply with the terms of any contract provisions DSHS is required to include in its
contracts under legislation effective at the time of the effective date of this Contract or during the term of this
Contract.
Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these
General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility
conditions, assurances, certifications and program requirements of the Solicitation Document, if any,
(including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of
this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the
Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any
misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this
Contract.
Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements
established by the Department and shall provide any other information requested by the Department in the
format required by DSHS. Failure to submit any required report or additional requested information by the due
date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in
delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and
may adversely affect evaluation of Contractor's future contracting opportunities with the Department.
Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility
criteria, financial assessment procedures and standards developed by the Department to determine client
eligibility.
Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract
formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this
Contract will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of
a dispute between the Parties, venue for any suit will be Travis County, Texas.
Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal
statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this
Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well
as Office of Management and Budget (OMB) Circulars (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
httl2://www.dshs.state.tx.us/contracts/links.shtm. Contractor also shall comply with all applicable federal and
state assurances contained in UGMS, Part III, State Uniform Administrative Requirements for Grants and
Cooperative Agreements §_.14. If applicable, Contractor shall comply with the Federal awarding agency's
Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be
General Provisions (Core Subrecipient) 2013 Rev. 7/12 $
located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/Iinks.shtm. For
contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing
and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent
applicable to Contractor, Contractor shall comply with the following:
a) the following statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments)
that collectively prohibit discrimination, exclusion from or limitation of participation in
programs, benefits or activities or denial of any aid, care, service or other benefit on the basis
of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable),
disabilities, age, substance abuse, political belief or religion: 1) Title VI of the Civil Rights Act of
1964, 42 USC §§ 2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 USC §§ 1681-
1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4) the
Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5) Age Discrimination Act of
1975, 42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91;
8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9) Tex. Lab. Code Chapter
21; 10) Food Stamp Act of 1977 (7 USC § 200 et seq.; 11) Executive Order 13279, 45 CFR Part 87 or
7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse
Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 13) Public Health
Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR Part 2, relating to
confidentiality of alcohol and drug abuse patient records; 14) Title VIII of the Civil Rights Act of
1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and 15) DSHS Policy AA -
5018, Non-discrimination Policy for DSHS Programs;
b) Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC
1101 et seq., regarding employment verification; and Illegal Immigration Reform and Immigrant
Responsibility Act of 1996;
c) Pro -Children Act of 1994, 20 USC §§ 6081-6084, and the Pro -Children Act of 2001, 20 USC § 7183,
regarding the non-use of all tobacco products;
d) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL 93-348 and
PL 103-43), regarding human subjects involved in research;
e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28, which limits the political activity of
employees whose employment is funded with federal funds;
f) Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970,
42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours;
g) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with
disabilities;
h) Texas Workers' Compensation Act, Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part
2, regarding compensation for employees' injuries;
i) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation
and certification of clinical laboratories;
j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR
§ 1910.1030, or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling blood
borne pathogens;
k) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of
laboratory animals;
1) environmental standards pursuant to the following: 1) Institution of environmental quality control
measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive
Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2)
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Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for
Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to
Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990, 42
Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order
11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a)
of the Flood Disaster Protection Act of 1973 (PL 93-234); 5) Assurance of project consistency with
the approved State Management program developed under the Coastal Zone Management Act of 1972,
16 USC §§ 1451 et seq.; 6) Federal Water Pollution Control Act, 33 USC § 1251 et seq.; 7) Protection
of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§
300f -300j; 8) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§
1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean
Air Act of 1955, 42 USC §§7401 et seq.; 10) Wild and Scenic Rivers Act of 1968 (16 USC §§ 1271 et
seq.) related to protecting certain rivers system; and 11) Lead -Based Paint Poisoning Prevention Act
(42 USC §§ 4801 et seq.) prohibiting the use of lead-based paint in residential construction or
rehabilitation;
m) Intergovernmental Personnel Act of 1970 (42 USC §§4278-4763) regarding personnel merit systems
for programs specified in Appendix A of the federal Office of Program Management's Standards for a
Merit System of Personnel Administration (5 CFR Part 900, Subpart F);
n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a
result of Federal or federally -assisted programs;
o) Davis -Bacon Act (40 USC §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 USC §
874), and the Contract Work Hours and Safety Standards Act (40 USC §§ 327-333), regarding labor
standards for federally -assisted construction subagreements;
p) National Historic Preservation Act of 1966, § 106 (16 USC § 470), Executive Order 11593, and the
Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic
property to the extent necessary to assist DSHS in complying with the Acts;
q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB
Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations;"
r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104);
s) Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if
required by a federal funding source of the Contract; and
t) requirements of any other applicable state and federal statutes, executive orders, regulations, rules and
policies.
If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements
found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference.
Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to
the Program Attachment.
Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain
sections or portions of sections of these General Provisions will not apply to Contractors that are State
agencies or units of local government; and certain additional provisions will apply to such Contractors.
a) The following sections or portions of sections of these General Provisions will not apply to
interagency or interlocal contracts:
1) Hold Harmless and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word
"employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05;
5) Fidelity Bond, Section 12.04;
General Provisions (Core Subrecipient) 2013 Rev. 7/12 7
6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall comply with
HUB requirements of other statutes and rules specifically applicable to that entity);
7) Debt to State and Corporate Status, Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department (This Article is inapplicable to interagency contracts
only).
b) The following additional provisions will apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771;
2) The Parties hereby certify that (1) the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected agencies of
State government; (2) the proposed arrangements serve the interest of efficient and economical
administration of the State government; and (3) the services, supplies or materials contracted for
are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied
under contract given to the lowest responsible bidder; and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health & Safety
Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into
and perform this Contract.
c) The following additional provisions will apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act, Tex. Gov. Code Chapter 791;
2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for Revision
to Certain Contract Provisions section), when signed by a duly authorized representative of
Contractor, will be effective as of the effective date specified by the Department, whether that date is
prior to or after the date of any ratification by Contractor's governing body.
Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and
Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies
and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received
relating to performance under this Contract no more than ten (10) calendar days after Contractor's receipt of
the claim. Notice must be directed to —
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phone (512) 438-4313
TTY Toll-free (877) 432-7232
Fax (512) 438-5885
Section 1.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain
and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business
and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration,
non -renewal, inactivation or suspension of any such license, certification, permit, registration or approval
constitutes grounds for termination of this Contract or other remedies the Department deems appropriate.
Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all
licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract
General Provisions (Core Subrecipient) 2013 Rev. 7/12
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 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health
and human services agencies, amendment of the Appropriations Act, health and human services agency
consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict,
reduce or terminate funding under this Contract. Notice of any restriction or reduction will include
instructions and detailed information on how DSHS will fund the services and/or goods to be procured with
the restricted or reduced funds.
ARTICLE II SERVICES
Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all
persons, who are housed in Department -licensed and/or -funded residential facilities and who are twenty-two
(22) years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012.
Contractor shall notify the local education agency or local early intervention program as prescribed by Tex.
Educ. Code § 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years
of age or younger is placed in Contractor's residential facility.
Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-
made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or as a
federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing
services, as appropriate, in the following areas: community evacuation; health and medical assistance;
assessment of health and medical needs; health surveillance; medical care personnel; health and medical
equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and
medical device safety; worker health and safety; mental health and substance abuse; public health information;
vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry
out disaster services in the manner most responsive to the needs of the emergency, be cost-effective, and be
least intrusive on Contractor's primary services.
Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological
or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors,
Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to
Tex. Fam. Code Chapter 32, relating to consent to treatment of a child by a non -parent or child or pursuant to
other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code
Chapter 32, federal law supersedes state law.
Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written
procedures and using a protocol approved by Contractor's medical director and using equipment that complies
with the equipment standards as required by the Department. Procedures for providing telemedicine service
must include the following requirements:
a) clinical oversight by Contractor's medical director or designated physician responsible for medical
leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at the
remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their licenses;
General Provisions (Core Subrecipient) 2013 Rev. 7/12 9
f) demonstrated competency in the operations of the system by all staff members who are involved in the
operation of the system and provision of the services prior to initiating the protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures timely access to
accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided by
electronic means under Rule § 448.911.
Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees
for personal health services in accordance with the provisions of Tex. Health & Safety Code § 12.032, DSHS
Rule § 1.91 covering Fees for Personal Health Services, and other applicable laws or grant requirements. The
amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service
due to inability to pay.
Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract,
Contractor shall make needed medications available to clients at the lowest possible prices and use the most
cost effective medications purchasing arrangement possible.
Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall
take reasonable steps to provide services and information, both orally and in writing, in appropriate languages
other than English, to ensure that persons with limited English proficiency are effectively informed and can
have meaningful access to programs, benefits, and activities. Contractor shall identify and document on the
client records the primary language/dialect of a client who has limited English proficiency and the need for
translation or interpretation services and shall not require a client to provide or pay for the services of a
translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of
eighteen (18) or any family member or friend of the client as an interpreter for essential communications with
a client with limited English proficiency, unless the client has requested that person and using the person
would not compromise the effectiveness of services or violate the client's confidentiality and the client is
advised that a free interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the Department
will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the
State for any reason, including a tax delinquency. Contractor, if a corporation, certifies by execution of this
Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that
it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). Contractor,
if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office.
A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise
tax payments become delinquent during the Contract term, all or part of the payments under this Contract may
be withheld until Contractor's delinquent franchise tax is paid in full.
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract
will be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support
that is owed to the State of Texas.
Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved
services and for reasonable and allowable expenses directly related to those services.
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Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for
matching purposes in securing other funding unless directed or approved by the Department in writing.
Section 3.05 Program Income. Gross income directly generated from Department funds through a project
or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment
during the term of the Program Attachment are considered program income. Unless otherwise required under
the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in
UGMS § _.25(g)(2), for the use of program income to further the program objectives of the state or federal
statute under which the Program Attachment was made, and Contractor shall spend the program income on the
same Program Attachment project in which it was generated. Contractor shall identify and report this income
in accordance with the Compliance and Reporting Article of these General Provisions, the Contractor's
Financial Procedures Manual located at httR://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of
the Program Attachment(s). Contractor shall expend program income during the Program Attachment term
and may not carry forward to any succeeding term. Contractor shall refund program income not expended in
the term in which it is earned to DSHS. DSHS may base future funding levels, in part, upon Contractor's
proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes
and under the conditions specified in this Contract.
Section 3.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract to replace
or substitute existing funding from other sources that also supports the activities that are the subject of this
Contract) but rather shall use funds from this Contract to supplement existing state or local funds currently
available for a particular activity. Contractor shall make a good faith effort to maintain its current level of
support. Contractor may be required to submit documentation substantiating that a reduction in state or local
funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS
Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program
Attachment(s), the payment method for each Program Attachment will be one of the following methods:
a) cost reimbursement. This payment method is based on an approved budget in the Program
Attachment(s) and acceptable submission of a request for reimbursement; or
b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s)
for delivery of a specified unit(s) of service, as stated in the Program Attachment(s) and acceptable
submission of all required documentation, forms and/or reports.
Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program
Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program
Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit
requests for reimbursement or payment monthly by the last business day of the month following the end of the
month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions
and make the documentation available to DSHS upon request.
Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall
submit a reimbursement or payment request as a final close-out bill not later than sixty (60) calendar days
following the end of the term of the Program Attachment for goods received and services rendered during the
term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by
facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty (60)
calendar days following the end of the applicable term will not be paid. Consideration of requests for an
exception will be made on a case-by-case basis, subject to the availability of funding, and only for an
extenuating circumstance, such as a catastrophic event, natural disaster, or criminal activity that substantially
General Provisions (Core Subrecipient) 2013 Rev. 7/12 11
interferes with normal business operations or causes damage or destruction of a place of business and/or
records. A written statement describing the extenuating circumstance and the last request for reimbursement
must be submitted for review and approval to the DSHS Accounting Section.
Section 4.04 Working Capital Advance. If allowed under this Contract, a single one-time working capital
advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must
submit documentation to the contract manager assigned to the Program Attachment to justify the need for a
working capital advance. Contractor shall liquidate the working capital advance as directed by the
Department. The requirements for the documentation justifying the need for an advance and the directions for
liquidating the advance are found in the Contractor's Financial Procedures Manual located at
http://www.dshs.state.tx.us/contracts/cfpm.shtm.
Section 4.05 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions
or in the terms of the Program Attachment(s), for contracts with categorical budgets, Contractor shall submit
quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of
the Program Attachment term for Department review and financial assessment. Contractor shall submit the
final FSR no later than sixty (60) calendar days following the end of the applicable term.
Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal
responsibility for paying for all or part of the services provided. Third party payors include, but are not limited
to, commercial health or liability insurance carriers, Medicaid, or other federal, state, local, and private
funding sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the
Department for services eligible for reimbursement from third party payors. Contractor shall (a) enroll as a
provider in Children's Health Insurance Program and Medicaid if providing approved services authorized
under this Contract that may be covered by those programs, and bill those programs for the covered services;
(b) provide assistance to individuals to enroll in such programs when the screening process indicates possible
eligibility for such programs; (c) allow clients who are otherwise eligible for Department services, but cannot
pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to
bill the Department for the deductible; (d) not bill the Department for any services eligible for third party
reimbursement until all appeals to third party payors have been exhausted, in which case the thirty (30) -day
requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e)
maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f)
bill all third party payors for services provided under this Contract before submitting any request for
reimbursement to Department; and (g) provide third party billing functions at no cost to the client.
ARTICLE V TERMS AND CONDITIONS OF PAYMENT
Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract,
Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and
will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or
reimbursement only if the service, work, and/or product has been authorized by the Department and performed
or provided pursuant to this Contract. If those conditions are met, Department will make payment in
accordance with the Texas prompt payment law (Tex. Gov. Code Chapter 2251). Contractor shall comply
with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of
invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all
invoices and Contractor's performance are subject to audit or review by the Department.
Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor
to offset reimbursement for any ineligible expenditures, disallowed costs, or overpayments that Contractor has
not refunded to Department, or if financial status report(s) required by the Department are not submitted by the
General Provisions (Core Subrecipient) 2013 Rev. 7/12 12
date(s) due. Department may take repayment (recoup) from funds available under this Contract in amounts
necessary to fulfill Contractor's repayment obligations.
Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income,
rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting
cash payments including any advance payments from Department.
Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health
Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code § 444.413,
Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods
provided to clients or participants, and Contractor shall not seek additional reimbursement or payment for
services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A
fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting
an assistance program.
ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS
Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented,
pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have incurred
a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under
this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for
reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify
Contractor in writing, and Contractor shall return the funds to DSHS within thirty (30) calendar days of the
date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset
reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if
financial status report(s) required under the Financial Status Reports section are not submitted by the due
date(s). DSHS may take repayment (recoup) from funds available under this Contract in amounts necessary to
fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and administrative
requirements include -
Applicable Entity
Applicable Cost
Audit 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-110 (2
(2 CFR, Part 220)
A-133
CFR, Part 215) and
applicable Federal
awarding agency
common rule; and
UGMS, as applicable
Non -Profit
OMB Circular
OMB Circular
UGMS; OMB Circular
Organizations
A-122 (2 CFR, Part
A-133 and UGMS
A-110 (2 CFR, Part
230)
215) and applicable
Federal awarding
aRencv common rule
For-profit Organization
48 CFR Part 31,
OMB Circular A-
UGMS and applicable
other than a hospital and
Contract Cost
I
133 and UGMS
Federal awarding
an organization named
Principles
agency common rule
General Provisions (Core Subrecipient) 2013 Rev. 7/12 13
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 http://www.dshs.state.tx.us/contracts/links.shtm. OMB Circulars will be applied with the
modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent
requirement in the event of a conflict.
Section 6.02 Independent Single or Program -Specific Audit. If Contractor within Contractor's fiscal
year expends a total amount of at least $500,000 in federal funds awarded, Contractor shall have a single audit
or program -specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133,
the Single Audit Act of 1984, P L 98-502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, P L
104-156, 110 Stat. 1396. The $500,000 federal threshold amount includes federal funds passed through by
way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least
$500,000 in state funds awarded, Contractor must have a single audit or program -specific audit in accordance
with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed
the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133
or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (OIG) will
notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the
Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Contractor shall
be subject to DSHS sanctions and remedies for non-compliance with this Contract. The audit must be
conducted by an independent certified public accountant and in accordance with applicable OMB Circulars,
Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at
http://www.dshs.state.tx.us/contracts/links.shtm. Contractor shall procure audit services in compliance with
this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless
Contractor is a state governmental entity, shall competitively re -procure independent single audit services at
least every five (5) years.
Section 6.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports
required by the Independent Single or Program -Specific Audit section, Contractor shall submit one copy to the
Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses:
Department of State Health Services
Contract Oversight and Support, Mail Code 1326
P.O. Box 149347
Austin, Texas 78714-9347
Health and Human Services Commission
Office of Inspector General
Compliance/Audit, Mail Code 1326
P.O. Box 85200
Austin, Texas 78708-5200
If Contractor fails to submit the audit report as required by the Independent Single or Program -Specific Audit
section within thirty (30) calendar days of receipt by Contractor of an audit report, Contractor shall be subject
to DSHS sanctions and remedies for non-compliance with this Contract.
General Provisions (Core Subrecipient) 2013 Rev. 7/12 14
ARTICLE VII CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of
information and records received during or related to the performance of this Contract, including patient and
client records that contain protected health information (PHI), and any other information that discloses
confidential personal information or identifies any client served by DSHS, in accordance with applicable
federal and state laws, rules and regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2; 45
CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); Tex. Health & Safety
Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex.
Occ. Code Chapters 56 and 159 and all applicable rules and regulations.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Department to request, collect and receive PHI and other confidential
information under this Contract, without the consent of the individual to whom the PHI relates, for funding,
payment and administration of the grant program, and for purposes permitted under applicable state and
federal confidentiality and privacy laws.
Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law, Contractor
and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other
applicable laws or rules. Contractor shall disclose information described in Tex. Health & Safety Code §
614.017(a)(2) relating to special needs offenders, to an agency described in Tex. Health & Safety Code §
614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be
disclosed under 45 CFR Part 164 or other applicable law.
Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records
in compliance with state and federal law relating to security and retention of medical or mental health and
substance abuse patient and client records. Department may require Contractor to transfer original or copies of
patient and client records to Department, without the consent or authorization of the patient or client, upon
termination of this Contract or a Program Attachment to this Contract, as applicable, or if the care and
treatment of the individual patient or client is transferred to another entity. Prior to providing services funded
under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to
transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract
or a Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another DSHS-
funded contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or
programs, Contractor shall implement Department's policies based on the HIV/AIDS (human
immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses,
State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate employees and clients
concerning HIV and its related conditions, including AIDS, in accordance with the Tex. Health & Safety Code
§ 85.112-114. A link to the Model Workplace Guidelines can be found at
http://www.dshs.state.tx.us/hivstd/policy/policies.shtm.
ARTICLE VIII RECORDS RETENTION
Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal
statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all other records, including
financial records that are generated or collected by Contractor under the provisions of this Contract, for a
period of four (4) years after the termination of this Contract. If services are funded through Medicaid, the
General Provisions (Core Subrecipient) 2013 Rev. 7/12 15
federal retention period, if more than four (4) years, will apply. Contractor shall retain all records pertaining to
this Contract that are the subject of litigation or an audit until the litigation has ended or all questions
pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention
schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin.
Code Title 22, Part 9, § 165.1(b) and (c) or other applicable statutes, rules and regulations governing medical
information. Contractor shall include this provision concerning records retention in any subcontract it awards.
If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely
stored and are accessible by the Department upon Department's request for at least four (4) years from the date
Contractor ceases business or from the date this Contract terminates, whichever is sooner. Contractor shall
provide, and update as necessary, the name and address of the party responsible for storage of records to the
contract manager assigned to the Program Attachment.
ARTICLE IX ACCESS AND INSPECTION
Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of
Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its
duly authorized representatives, as well as duly authorized federal, state or local authorities, including the
Comptroller General of the United States, OIG, and the State Auditor's Office (SAO), unrestricted access to
and the right to examine any site where business is conducted or client services are performed, and all records
(including financial records, client and patient records, if any, and Contractor's personnel records and
governing body personnel records), books, papers or documents related to this Contract; and the right to
interview members of Contractor's governing body, staff, volunteers, participants and clients concerning the
Contract, Contractor's business and client services. If deemed necessary by the Department or the OIG, for
the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract.
The Department and HHSC will have the right to audit billings both before and after payment, and all
documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC
to recover excessive or illegal payments. Contractor shall make available to the Department information
collected, assembled or maintained by Contractor relative to this Contract for the Department to respond to
requests that it receives under the Public Information Act. Contractor shall include this provision concerning
the right of access to, and examination of, sites and information related to this Contract in any subcontract it
awards.
Section 9.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers,
documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal
business hours to any authorized representative of the SAO. Contractor understands that the acceptance of
funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct
an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its
successor in the conduct of the audit or investigation, including providing all records requested, and providing
access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to
audit funds will apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall
include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any
subcontract Contractor awards.
Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records or during an inspection of Contractor's site(s) will be conveyed in writing
to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency
identified in a site inspection, program review or management or financial audit to the satisfaction of DSHS or,
if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of
General Provisions (Core Subrecipient) 2013 Rev. 7/12 16
either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions
under the Breach of Contract and Remedies for Non -Compliance Article of these General Provisions.
ARTICLE X NOTICE REQUIREMENTS
Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance
abuse contractors and contractors for the following public health programs: Human Immunodeficiency
Virus/Sexually Transmitted Diseases (HIV/STD); Family Planning (Titles V, X and XX); Primary Health
Care; Maternal and Child Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor
shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam.
Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop,
implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening,
Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements.
Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at
www.dshs.state.tx.us/childabusereporting. Contractor shall retain reporting documentation on site and make it
available for inspection by DSHS.
Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall
report to the contract manager assigned to the Program Attachment significant incidents involving substantial
disruption of Contractor's program operation, or affecting or potentially affecting the health, safety or welfare
of Department -funded clients or participants within seventy-two (72) hours of discovery.
Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment
of litigation related to or affecting this Contract and to which Contractor is a party within seven (7) calendar
days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding
before any court or governmental body, including environmental and civil rights matters, professional liability,
and employee litigation. Notification must include the names of the parties, nature of the litigation and
remedy sought, including amount of damages, if any.
Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the
Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or
federal department or agency or nonprofit entity within three (3) working days of the suspension or
termination. Such notification must include the reason for such action; the name and contact information of
the local, state or federal department or agency or entity; the date of the contract; and the contract or case
reference number. If Contractor, as an organization, has surrendered its license or has had its license
suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose
this information within three (3) working days of the surrender, suspension or revocation to the contract
manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s)
for such action; the name and contact information of the local, state or federal department or agency or entity;
the date of the license action; and a license or case reference number.
Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program
Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue
Service (IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of
determination that Contractor is insolvent or incapacitated, or the date Contractor discovered an unpaid
obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program
General Provisions (Core Subrecipient) 2013 Rev. 7/12 17
Attachment of its plan to seek bankruptcy protection within three (3) working days of such action by
Contractor's governing body.
Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract
manager assigned to the Program Attachment, any knowledge of debarment, suspected fraud, program abuse,
possible illegal expenditures, unlawful activity, or violation of financial laws, rules, policies, and procedures
related to performance under this Contract. Contractor shall make such report no later than three (3) working
days from the date that Contractor has knowledge or reason to believe such activity has taken place.
Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS),
Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor,
or any other person, has submitted a false claim under the False Claims Act or has committed a criminal or
civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct
involving those funds. Contractor shall make this report to the SAO at http://sao.fraud.state.tx.us, and to the
HHS Office of Inspector General at http://www.oig.hhs.gov/fraud/hotline/ no later than three (3) working days
from the date that Contractor has knowledge or reason to believe such activity has taken place.
Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an
ownership or controlling interest in the organization or who is an agent or managing employee of the
organization has been placed on community supervision, received deferred adjudication, is presently indicted
for or has been convicted of a criminal offense related to any financial matter, federal or state program or
felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment
if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or
who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a
subcontractor providing services under this Contract has engaged in any activity that would constitute a
criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably
constitute grounds for disciplinary action by a state or federal regulatory authority, or has been placed on
community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense
relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall
make the reports required by this section no later than three (3) working days from the date that Contractor has
knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who
engaged, or was alleged to have engaged, in an activity subject to reporting under this section to perform direct
client services or have direct contact with clients, unless otherwise directed by DSHS.
Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a
violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to
the Department, another state agency, or any federal, state or local law enforcement official.
Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required
under these General Provisions.
ARTICLE XI ASSURANCES AND CERTIFICATIONS
Section 11.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state assistance
programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any federal or state
department or agency in accordance with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or
comparable federal regulations);
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a
federal or state agency;
General Provisions (Core Subrecipient) 2013 Rev. 7/12 18
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of
a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory
relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an agent or
managing employee of Contractor has been convicted of a criminal offense related to involvement in
any program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three(3)-year period preceding this Contract, has been
convicted of or had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a private or public (federal,
state or local) transaction or contract under a private or public transaction, violation of federal or state
antitrust statutes (including those proscribing price-fixing between competitors, allocation of
customers between competitors and bid -rigging), or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements or false claims, tax evasion,
obstruction of justice, receiving stolen property or any other offense indicating a lack of business
integrity or business honesty that seriously and directly affects the present responsibility of Contactor
or its principals;
h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a
governmental entity (federal, state or local) with the commission of any of the offenses enumerated in
subsection g) of this section; and
i) neither it, nor its principals within a three(3)-year period preceding this Contract has had one or more
public transaction (federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article, without modification (except as required to make
applicable to the subcontractor), in all subcontracts and solicitations for subcontracts. Where Contractor is
unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract
manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this
Article changes during the term of this Contract, Contractor shall immediately notify the contract manager
assigned to the Program Attachment.
Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child support
obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in
which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least
twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide
property, materials, or services or receive a state -funded grant or loan. If applicable, Contractor shall maintain
its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments
specified in this Contract, and acknowledges that this Contract may be terminated and payment may be
withheld if this certification is inaccurate.
Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the
services described in this Contract and that a resolution, motion or similar action has been duly adopted or
passed as an official act of Contractor's governing body, authorizing the binding of the organization under this
Contract including all understandings and assurances contained in this Contract, and directing and authorizing
the person identified as the authorized representative of Contractor to act in connection with this Contract and
to provide such additional information as may be required.
Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor
intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan,
General Provisions (Core Subrecipient) 2013 Rev. 7/12 19
gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or
employee in connection with this Contract.
Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004 and federal
law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person
who received compensation from DSHS to participate in developing, drafting or preparing the specifications,
requirements, statement(s) of work or Solicitation Document on which this Contract is based. Contractor
certifies that neither Contractor, nor its employees, nor anyone acting for Contractor has received
compensation from DSHS for participation in the development, drafting or preparation of specifications,
requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract
is based; (b) pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this
Contract, if Contractor or any person who would have financial participation in this Contract has been
convicted of violating federal law, or been assessed a federal civil or administrative penalty, in connection
with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of
Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor certifies
that the individual or business entity named in this Contract is not ineligible to receive the specified Contract
under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that this Contract may be
terminated and payment withheld if these certifications are inaccurate.
Section 11.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. Code § 15.01, et seq.
Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the antitrust laws of
this state or federal antitrust laws, nor communicated directly or indirectly regarding a bid with any competitor
or any other person engaged in Contractor's line of business for the purpose of substantially lessening
competition in such line of business.
Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete
the work under this Contract within the applicable time frame prescribed in this Contract.
ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 12.01 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees.
Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic
management of the organization. This provision applies to all organizations, including Section 501(c)(3)
organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member
of Contractor's governing body shall be accountable for all funds and materials received from Department.
The responsibility of Contractor's governing body shall also include accountability for compliance with
Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction
of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes.
Further, Contractor's governing body shall ensure separation of powers, duties, and functions of governing
body members and staff. Staff members, including the executive director, shall not serve as voting members
of Contractor's governing body. No member of Contractor's governing body, or officer or employee of
Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any
person related within the second degree of affinity or the third degree of consanguinity (as defined in Tex.
Gov. Code Chapter 573) to the member of the governing body or the officer or any employee authorized to
employ or supervise such person. This prohibition does not prohibit the continued employment of a person
who has been continuously employed for a period of two (2) years prior to the election, appointment or
employment of the officer, employee, or governing body member related to such person in the prohibited
degree. These restrictions also apply to the governing body, officers and employees of Contractor's
General Provisions (Core Subrecipient) 2013 Rev. 7/12 20
subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this
Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements.
Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the
Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments, which is
available at the Department's web site: http://www.dshs.state.tx.us/contracts/cfpm.shtm. Contractor shall
maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications
are met. Contractor shall develop, implement, and maintain financial management and control systems that
meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's
Financial Procedures Manual. Those requirements and procedures include, at a minimum, the following:
a) financial planning, including the development of budgets that adequately reflect all functions and
resources necessary to carry out authorized activities and the adequate determination of costs;
b) financial management systems that include accurate accounting records that are accessible and identify
the source and application of funds provided under each Program Attachment of this Contract, and
original source documentation substantiating that costs are specifically and solely allocable to the
Program Attachment and are traceable from the transaction to the general ledger; and
c) effective internal and budgetary controls; comparison of actual costs to budget; determination of
reasonableness, allowableness, and allocability of costs; timely and appropriate audits and resolution
of any findings; billing and collection policies; and a mechanism capable of billing and making
reasonable efforts to collect from clients and third parties.
Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing
assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any
such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment
purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager
assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim.
Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable
equipment or remit the insurance proceeds to DSHS.
Section 12.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity bond or
insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers
each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of
such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by (1) any
fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in
concert with others, and/or (2) failure of Contractor or any of its employees to perform faithfully his/her duties
or to account properly for all monies and property received by virtue of his/her position or employment. The
bond or insurance acquired under this section must include coverage for third party property. Contractor shall
notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a
claim on the fidelity bond or insurance.
Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability
insurance coverage, referred to in Tex. Gov. Code § 2261.102; Ts "director and officer liability coverage" or
similar coverage for all persons in management or governing positions within Contractor's organization or
with management or governing authority over Contractor's organization (collectively "responsible persons").
Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of
policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations
under the Texas Non -Profit Corporation Act; for-profit corporations organized under the Texas Business
Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an
amount not less than the total value of this Contract and that is sufficient to protect the interests of Department
General Provisions (Core Subrecipient) 2013 Rev. 7/12 21
in the event an actionable act or omission by a responsible person damages Department's interests. Contractor
shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling
a claim on the insurance.
Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall not use any of
the funds provided by this Contract to pay the premium portion of overtime. Contractor shall be responsible
for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any
compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in
excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion
of overtime only under the following conditions: 1) with the prior written approval of DSHS; 2) temporarily,
in the case of an emergency or an occasional operational bottleneck; 3) when employees are performing
indirect functions, such as administration, maintenance, or accounting; 4) in performance of tests, laboratory
procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or
otherwise completed; or 5) when lower overall cost to DSHS will result.
Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with
all applicable local, state and federal zoning, building, health, fire, and safety standards.
Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided
in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and
Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to
mailto:coscap@dshs.state.tx.us no later than the 60''' calendar day after the effective date of the Contract,
except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall
implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan
previously submitted to DSHS, by signing this Contract, Contractor certifies that its current Cost Allocation
Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes
during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and
Support Section within thirty (30) calendar days after the effective date of the change. Cost Allocation Plans
must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual
located at.http://www.dshs.state.tx.us/contracts/cfpm.shtm.
Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS,
Contractor and its subcontractors are prohibited from publicizing the contractual relationship between
Contractor and DSHS, and from using the Department's name, logo or website link in any manner that is
intended, 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 12.10 Historically Underutilized Businesses (HUBS). If Contractor was not required to submit a
HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is
encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov.
Code Chapter 2161 and 34 Tex. Admin. Code § 20. 10 et seq. Contractors may obtain a list of HUBS at
http://www.window.state.tx.us/procurement/prog/hub. If Contractor has filed a HUB subcontracting plan, the
plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan,
Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before
proposed changes will be effective under this Contract. Contractor shall make a good faith effort to
subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to
the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was
any such activity, in accordance with 34 Tex. Admin. Code § 20.16(b).
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Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the
products and materials are available at a price and time comparable to products and materials produced outside
of Texas as required by Tex. Gov. Code § 2155.4441.
Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into
contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program
Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor
shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for
competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan.
Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and
shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that
subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules, and
regulations and by the provisions of this Contract.
Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the
following:
a) name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or
Employee Identification Number (EIN);
b) a detailed description of the services to be provided;
c) measurable method and rate of payment and total not -to -exceed amount of the contract;
d) clearly defined and executable termination clause; and
e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or
that cover a term within the beginning and ending dates of the applicable Program Attachment(s).
Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract
with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in
federal assistance programs; or if the subcontractor would be ineligible under the following sections of these
General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the
Conflict of Interest or Transactions Between Related Parties sections (General Terms Article).
Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are
not delinquent on any repayment agreements; have not had a required license or certification revoked; and
have not had a contract terminated by the Department. Contractors shall further require that subcontractors
certify that they have not voluntarily surrendered within the past three (3) years any license issued by the
Department.
Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its
contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification
(except as required to make applicable to the subcontractor), (1) the certifications stated in the Assurances and
Certifications Article; (2) the requirements in the Conflicts of Interest section and the Transaction Between
Related Parties section of the General Terms Article; and (3) a provision granting to DSHS, SAO, OIG, and
the Comptroller General of the United States, and any of their representatives, the right of access to inspect
the work and the premises on which any work is performed, and the right to audit the subcontractor in
accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract
contract must also include a copy of these General Provisions and a copy of the Statement of Work and any
other provisions in the Program Attachment(s) applicable to the subcontract. Contractor shall ensure that all
written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms,
conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services
provided or activities conducted by a subcontractor are passed down to that subcontractor. No provision of this
Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is
unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances
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and Certifications Article, Contractor shall submit an explanation to the contract manager assigned to the
Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the
assurances stated in the Assurances and Certifications Article changes during the term of this Contract,
Contractor shall immediately notify the contract manager assigned to the Program Attachment.
Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct
and be responsible for the performance of its employees, subcontractors, joint venture participants or agents.
Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever.
For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture
participants or agents will not be eligible for unemployment compensation from the Department or the State of
Texas.
Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or
representing themselves as signing this Contract on behalf of Contractor, warrant and guarantee that they have
been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind
Contractor to all of its terms.
Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely
responsible for filing all required state and federal tax forms and making all tax payments. If the Department
discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be subject to
remedies and sanctions under this Contract, including immediate termination at the Department's discretion.
If the Contract is terminated under this section, the Department will not enter into a contract with Contractor
for three (3) years from the date of termination.
Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract
manager assigned to the Program Attachment within ten (10) business days of any change to the Contractor's
name; contact information; key personnel, officer, director or partner; organizational structure, such as merger,
acquisition or change in form of business; legal standing; or authority to do business in Texas. A change in
Contractor's name and certain changes in organizational structure require an amendment to this Contract in
accordance with the Amendments section of these General Provisions.
Section 12.19 Quality Management. Contractor shall comply with quality management requirements as
directed by the Department.
Section 12.20 Equipment (Including Controlled Assets). Equipment means an article of nonexpendable,
tangible personal property having a useful lifetime of more than one year and an acquisition cost of $5,000 or
more, and "controlled assets." Controlled assets include firearms regardless of the acquisition cost, and the
following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers
(including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management
equipment, communication devices and systems, medical and laboratory equipment, and media equipment.
Prior approval by DSHS of the purchase of controlled assets is not required. Contractors on a cost
reimbursement payment method shall inventory all equipment, including controlled assets. Contractor shall
initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or
Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the
loss of availability of funds for the purchase of equipment. Requests to purchase previously approved
equipment after the first quarter of the Program Attachment must be submitted to the contract manager
assigned to the Program Attachment.
Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under
this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational
supplies, software, and any items of tangible personal property other than those defined as equipment above.
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Section 12.22 Changes to Equipment List. All items of equipment, other than controlled assets, to be
purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved
by the Department in the executed Contract. Any changes to the approved equipment list in the executed
Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall
submit to the contract manager assigned to the Program Attachment, a written description including complete
product specifications and need justification prior to purchasing any item of unapproved equipment. If
approved, Department will acknowledge its approval by means of a written amendment or by written
acceptance of Contractor's Contract Revision Request, as appropriate; or, in the case of minor changes to
Contractor's approved equipment list, by email in accordance with the Contractor's Financial Procedures
Manual.
Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of
equipment, including controlled assets, and property described in the Other Intangible Property section of
Article XIII and submit an annual cumulative report of the equipment and other property on Form GC -11
(Contractor's Property Inventory Report) to the Department's Contract Oversight and Support Section, Mail
Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15th of each year. The report
is located on the DSHS website at http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall
maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. If
Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to
the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those
assets.
Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property,
equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to Department.
If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor
shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the
subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in
possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that
the property, equipment and supplies be returned to DSHS.
Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department
and Contractor, for any reason, title to any remaining equipment and supplies purchased with funds under this
Contract reverts to Department. Title may be transferred to any other party designated by Department. The
Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such
property to Contractor.
Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real
property. Any costs related to the initial acquisition of the buildings or real property are not allowable.
Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital
Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time
during or after the Contract term, of equipment purchased with the Department funds, except when federal or
state statutory requirements supersede or when the equipment requires licensure or registration by the state, or
when the acquisition price of the equipment is equal to or greater than $5,000. All other equipment not listed
in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition
cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. If, prior to the end of
the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes
inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater
than $5,000, Contractor shall request disposition approval and instructions in writing from the contract
manager assigned to the Program Attachment. After an item reaches the end of its useful life, Contractor shall
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ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and
any applicable federal guidance.
Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no
additional renewals or that will not be renewed (Closeout) or when a Program Attachment is otherwise
terminated, Contractor shall submit to the contract manager assigned to the Program Attachment, an inventory
of equipment purchased with Department funds and request disposition instructions for such equipment. All
equipment purchased with Department funds must be secured by Contractor at the time of Closeout or
termination of the Program Attachment and must be disposed of according to the Department's disposition
instructions, which may include return of the equipment to DSHS or transfer of possession to another DSHS
contractor, at Contractor's expense.
Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall
not encumber equipment purchased with Department funds without prior written approval from the
Department.
ARTICLE XIII GENERAL TERMS
Section 13.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in
this Contract, or in any equipment purchased with funds from this Contract, without the prior written consent
of the Department.
Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code § 556.0055, which prohibits
contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor
shall not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal,
modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or
expenses of any person related to any activity designed to influence legislation, regulation, policy or
appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an
officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress,
or an employee of a member of Congress in connection with the awarding of any contract or the extension,
continuation, renewal, amendment, or modification of any contract (31 USC § 1352 and UGMS). If at any
time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned
to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure
Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a
certification that none of the funds provided by Department have been or will be used for payment to
lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an
agreement. Contractor shall file the declaration, certification, and disclosure at the time of application for this
Contract; upon execution of this Contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and at the end of each calendar quarter in which any event
occurs that materially affects the accuracy of the information contained in any declaration, certification, or
disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file
the same declaration, certification, and disclosure with the contract manager assigned to the Program
Attachment. Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in 2
CFR Part 230 (OMB Circulars A-122), Appendix B paragraph 25; 2 CFR Part 225 (A-87) Appendix B section
24; 2 CFR §215.27 (A-110) and 2 CFR Part 220 (A-21) Appendix A, subsection J.17 and J.28. Contractor
shall include this provision in any subcontracts.
Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors, if
any, do not have nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other
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interest that would conflict in any manner with the performance of their obligations under this Contract.
Potential conflicts of interest include, but are not limited to, an existing or potential business or personal
relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate
family), or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees, or
any other entity or person involved in any way in any project that is the subject of this Contract. Contractor
shall establish safeguards to prohibit employees and subcontractors and their employees from using their
positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of
interest or personal gain. If, at any time during the term of this Contract, Contractor or any of its
subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or
potential conflict of interest to the contract manager assigned to the Program Attachment within ten (10) days
of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor
shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of
interest the subcontractor has or may have within ten (10) days of when the subcontractor becomes aware of
the actual or potential conflict of interest.
Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any
transactions between Contractor and a related party that is part of the work that the Department is purchasing
under this Contract before entering into the transaction or immediately upon discovery. Contractor shall
submit to the contract manager assigned to the Program Attachment the name, address and telephone number
of the related party, how the party is related to Contractor and the work the related party will perform under
this Contract. A related party is a person or entity related to Contractor by blood or marriage, common
ownership or any association that permits either to significantly influence or direct the actions or policies of
the other. Contractor, for purposes of reporting transactions between related parties, includes the entity
contracting with the Department under this Contract as well as the chief executive officer, chief financial
officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573.
Contractor shall maintain records and supply any additional information requested by the Department,
regarding a transaction between related parties, needed to enable the Department to determine the
appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which
may include 45 CFR part 74, OMB Circ. No. A-110, 2 CFR § 215.42, and UGMS.
Section 13.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to protect
intellectual property developed as a result of this Contract.
a) "Intellectual property" means created property that may be protected under copyright, patent, or
trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use, or a work specially ordered
or commissioned through a contract for DSHS use is "work made for hire." DSHS owns works made
for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work
may not, by operation of law, vest in DSHS, or such work may not be considered a work made for
hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. DSHS has the right
to obtain and hold in its name any and all patents, copyrights, registrations or other such protections as
may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall
give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas,
all assistance required to perfect the rights defined herein without charge or expense beyond those
amounts payable to Contractor for goods provided or services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the production of
intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal
government purposes (1) the copyright in any intellectual property developed under this Contract,
including any subcontract; and (2) any rights of copyright to which a Contractor purchases ownership
with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant
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support and a disclaimer, as appropriate, on any publication written or published with such support
and, if feasible, on any publication reporting the results of or describing a grant -supported activity. An
acknowledgment must be to the effect that "This publication was made possible by grant number
from (federal awarding agency )" or "The project described was supported by grant number
from (federal awarding agency " and "Its contents are solely the responsibility of the authors
and do not necessarily represent the official views of the (federal awarding agency ."
d) If the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -free,
nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to
authorize others to use, for DSHS, public health, and state governmental noncommercial purposes (1)
the copyright, trademark, service mark, and/or patent on an invention, discovery, or improvement to
any process, machine, manufacture, or composition of matter; products; technology; scientific
information; trade secrets; and computer software, in any work developed under a grant, subgrant, or
contract under a grant or subgrant; and (2) any rights of copyright, service or trade marks or patents to
which a grantee, subgrantee or a Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, Contractor cannot publish those
results without prior review and approval of DSHS. Contractor shall submit requests for review and
approval to the contract manager assigned to the Program Attachment.
Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between
Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all
non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific
requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs,
software licenses with a value of $500 or more, etc. Contractor shall inventory all such non -copyrightable
intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer
ownership of such property to the Department or its designee, or otherwise affirm Department's ownership
rights and interest in such property. This provision will survive the termination or expiration of this Contract.
Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or
invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if
never incorporated, but all other provisions will continue. The Parties represent and agree that the language
contained in this Contract is to be construed as jointly drafted, proposed and accepted.
Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract
will be deemed to have been received by a Party on the third business day after the date on which it was
mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified
mail, on the date of receipt.
Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and
assignees, except as expressly provided in this Contract.
Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of
reference only and will not be construed in any way to define, limit or describe the scope or intent of any
provisions.
Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with
transactions of the kind reflected by the contract documents, and are capable of understanding the terminology
and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this
Contract.
Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment
for any reason will not release either Party from any liabilities or obligations in this Contract that (a) the
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Parties have expressly agreed will survive any such termination or expiration, or (b) remain to be performed or
(c) by their nature would be intended to be applicable following any such termination or expiration.
Section 13.13 Direct Operation. At the Department's discretion, the Department may temporarily assume
operations of a Contractor's program or programs funded under this Contract when the continued operation of
the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor.
Section 13.14 Customer Service Information. If requested, Contractor shall supply such information as
required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding
Customer Service surveys.
Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant
to the terms of this Contract without the written agreement of Contractor. All other amendments to this
Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's
Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to
Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other
amendments must be submitted in writing, including a justification for the request, to the contract manager
assigned to the Program Attachment; and if a budget revision or amendment is requested during the last
quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must
include a reason for the delay in making the request. Revision or other amendment requests may be granted at
the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce,
and DSHS will not pay for the performance or production of, different or additional goods, services, work or
products except pursuant to an amendment of this Contract that is executed in compliance with this section;
and DSHS will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise
in compliance with this Article.
Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following
changes may be made to this Contract without a written amendment or the Department's prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the Solicitation Document,
if any;
c) cumulative budget transfers that exceed 25% among direct cost categories, other than the equipment
category, of cost reimbursement contract Program Attachments of less than $100,000, provided that
the total budget amount is unchanged (This subsection does not apply to contracts funded by funding
sources that have different percentage requirements);
d) minor corrections or clarifications to the Contract language that in no way alter the scope of work,
objectives or performance measures; and
e) a change in Contractor's share of the budget concerning non-DSHS funding other than program
income and match, regardless of the amount of the change, provided that in changing the budget,
Contractor is not supplanting DSHS funds.
Contractor within ten (10) calendar days shall notify in writing the contract manager assigned to the Program
Attachment of any change enumerated in this section. The notification may be by letter, fax or email. Except
for contracts funded by funding sources that have different percentage requirements, cumulative budget line
item transfers of 25% or less among direct cost categories, other than equipment, of cost reimbursement
contracts of any amount do not require written amendment or prior approval or notification.
Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's
Revision Request is an alternative method for amending certain specified provisions of this Contract that is
initiated by Contractor, but must be approved by DSHS. The following amendments to this Contract may be
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made through a Contractor's Revision Request, rather than through the amendment process described in the
Amendment section of this Article:
a) cumulative budget transfers among direct cost categories, other than the equipment category, that
exceed 25% of Program Attachments of $100,000 or more, provided that the total budget amount is
unchanged (This subsection does not apply to contracts funded by funding sources that have different
percentage requirements);
b) budget transfer to other categories of funds for direct payment to trainees for training allowances;
c) change in clinic hours or location;
d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on
the approved budget;
e) changes in the equipment category of a previously approved equipment budget;
f) changes specified in applicable OMB Circular cost principles as requiring prior approval, regardless of
dollar threshold (e.g., foreign travel expenses, overtime premiums, membership fees; and
g) cumulative budget transfers into or out of the equipment category that do not exceed 10% of any
Program Attachment, provided that the total budget amount is unchanged (cumulative transfers from
or to the equipment category that equal or exceed 10% of any Program Attachment require an
amendment to this Contract as described in the Amendment section of this Article).
In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract Revision
Request form from the DSHS website available at http://www.dshs.state.tx.us/grants/forms.shtm, and complete
the form as directed by the Department. Two copies of the completed form must be signed by Contractor's
representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms
must be submitted to the contract manager assigned to the Program Attachment. Any approved revision will
not be effective unless signed by the DSHS Director of the Client Services Contracting Unit. A separate
Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a
requested contract revision may indicate the need for an amendment described in the Amendment section of
this Article rather than a contract revision amendment under this section.
Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT
OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY
OPERATION OF LAW.
Section 13.19 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to
hold Department, the State of Texas, individual state employees and officers, and the federal government
harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments; and
to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or
nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this
Contract.
Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any
action, non -action or default under this Contract will not constitute a waiver of either Party's rights under this
Contract.
Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required
by 1 Tex. Admin. Code Chapters 213 and 206, as a state agency, DSHS must procure products that comply
with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1
Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin.
Code Chapter 206 (collectively EIR Standards) when such products are available in the commercial
marketplace or when such products are developed in response to a procurement solicitation. If performance
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under this Contract includes the development, modification or maintenance of a website or other electronic and
information resources for DSHS or for the public on behalf of DSHS, Contractor certifies that the website or
other electronic and information resources comply with the EIR Standards. Contractor further certifies that any
network hardware or software purchased or provided under this Contract has undergone independent
certification testing for known and relevant vulnerabilities, in accordance with rules adopted by Department of
Information Resources.
Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some
of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the
reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural
disasters, fire, civil disturbance, epidemic, war, court order, or acts of God. The existence of any such cause of
delay or failure will extend the period of performance in the exercise of reasonable diligence until after the
cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter
required to resume performance. A Party, within a period of time reasonable under the circumstances, must
inform the other by any reasonable method (phone, email, etc.) and, as soon as practicable, must submit
written notice with proof of receipt, of the existence of a force majeure event or otherwise waive the right as a
defense to non-performance.
Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program
Attachments will automatically continue as an "Interim Contract" beyond the expiration date of the term of the
Contract or Program Attachment(s), as applicable, under the following circumstances: (1) on or shortly prior to
the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor
that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete
in a timely manner the extension, renewal, or other standard contract process for the Contract or Program
Attachment; and (2) DSHS makes the determination in its sole discretion that an Interim Contract is
appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination
is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for
additional time for Contractor to perform or complete the previously contracted goods and services (with no
new or additional funding) or is purchasing additional goods and services as described in the Program
Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and
detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract
term. The Interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless the
Parties agree to a shorter period of time.
Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and, as
applicable, other DSHS contractors, and shall promptly comply with requests from DSHS for information or
responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract.
ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of
contract include, but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this Contract;
b) failure to comply with any provision of this Contract, including failure to comply with all applicable
statutes, rules or regulations;
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS;
e) failure by Contractor to provide a full accounting of funds expended under this Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the
Solicitation Document;
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g) any misrepresentation in the assurances and certifications in Contractor's application or response to
the Solicitation Document or in this Contract; or
h) Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both
programmatic and financial compliance. The remedies and sanctions in this section are available to the
Department against Contractor and any entity that subcontracts with Contractor for provision of services or
goods. HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to
Department for any breach of this Contract and may monitor Contractor for financial compliance. The
Department may impose one or more remedies or sanctions for each item of noncompliance and will
determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of
the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does
not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or regulation, or
federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline
can be read together with the provision(s) of this Article to give effect to both. If Contractor breaches this
Contract by failing to comply with one or more of the terms of this Contract, including but not limited to
compliance with applicable statutes, rules or regulations, the Department may take one or more of the
following actions:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program
type. In the case of termination, the Department will inform Contractor of the termination no less than
thirty (30) calendar days before the effective date of the termination in a notice of termination, except
for circumstances that require immediate termination as described in the Emergency Action section of
this Article. The notice of termination will state the effective date of the termination, the reasons for
the termination, and, if applicable, alert Contractor of the opportunity to request a hearing on the
termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants.
Contractor shall not make any claim for payment or reimbursement for services provided from the
effective date of termination;
b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the
Contractor is notified to temporarily (1) discontinue performance of all or part of the Contract, and/or
(2) discontinue incurring expenses otherwise allowable under the Contract as of the effective date of
the suspension, pending DSHS's determination to terminate or amend the Contract or permit the
Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for
services performed during suspension, and Contractor's costs resulting from obligations incurred by
Contractor during a suspension are not allowable unless expressly authorized by the notice of
suspension;
c) deny additional or future contracts with Contractor;
d) reduce the funding amount for failure to 1) provide goods and services as described in this Contract or
consistent with Contract performance expectations, 2) achieve or maintain the proposed level of
service, 3) expend funds appropriately and at a rate that will make full use of the award, or 4) achieve
local match, if required;
e) disallow costs and credit for matching funds, if any, for all or part of the activities or action not in
compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary
withholding of a working capital advance, if applicable, or reimbursements or payments to Contractor
for proper charges or obligations incurred, pending resolution of issues of noncompliance with
conditions of this Contract or indebtedness to the United States or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of cash payment means that
Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed,
inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract provisions; or
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(3) indebtedness to the United States or to the State of Texas;
h) declare this Contract void upon the Department's determination that this Contract was obtained
fraudulently or upon the Department's determination that this Contract was illegal or invalid from this
Contract's inception and demand repayment of any funds paid under this Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other
state bid list, and barred from participating in future contracting opportunities with the State of Texas;
j) delay execution of a new contract or contract renewal with Contractor while other imposed or
proposed sanctions are pending resolution;
k) place Contractor on probation. Probation means that Contractor will be placed on accelerated
monitoring for a period not to exceed six (6) months at which time items of noncompliance must be
resolved or substantial improvement shown by Contractor. Accelerated monitoring means more
frequent or more extensive monitoring will be performed by Department than would routinely be
conducted;
1) require Contractor to obtain technical or managerial assistance;
m) establish additional prior approvals for expenditure of funds by Contractor;
n) require additional or more detailed, financial and/or programmatic reports to be submitted by
Contractor;
o) demand repayment from Contractor when it is verified that Contractor has been overpaid, e.g., because
of disallowed costs, payments not supported by proper documentation, improper billing or accounting
practices, or failure to comply with Contract terms;
p) pursue a claim for damages as a result of breach of contract;
q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this
Contract or having direct contact with DSHS-funded clients or participants, or require removal of any
employee, volunteer, officer or governing body member, if the employee, volunteer, officer or
member of the governing body has been indicted or convicted of the misuse of state or federal funds,
fraud or illegal acts that are in contraindication to continued obligations under this Contract, as
reasonably determined by DSHS;
r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, match
insufficiency, or any penalty (if the penalty is permitted by statute) imposed by DSHS, and take
repayment from funds available under this Contract in amounts necessary to fulfill Contractor's
payment or repayment obligations;
s) reduce the Contract term;
t) recoup improper payments when it is verified that Contractor has been overpaid, e.g., because of
disallowed costs, payments not supported by proper documentation, improper billing or accounting
practices or failure to comply with Contract terms;
u) assess liquidated damages;
v) demand repayment of an amount equal to the amount of any match Contractor failed to provide, as
determined by DSHS;
w) impose other remedies, sanctions or penalties permitted by statute.
Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing
when a remedy or sanction is imposed (with the exception of accelerated monitoring, which may be
unannounced), stating the nature of the remedies and sanction(s), the reasons for imposing them, the corrective
actions, if any, that must be taken before the actions will be removed and the time allowed for completing the
corrective actions, and the method, if any, of requesting reconsideration of the remedies and sanctions
imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15)
calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If
requested by the Department, the written response must state how Contractor shall correct the noncompliance
(corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s) are
based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy
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or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute,
regulation, rule, or guideline, Department's decision is final. Department will provide written notice to
Contractor of Department's decision. If required by the Department, Contractor shall submit a corrective
action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If
DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor for repayment.
If full repayment is not received within the time limit stated in the demand letter, and if recoupment is
available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this
Contract.
Section 14.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all
or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or
delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the
reason for the emergency action. An "emergency" is defined as the following:
a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client
health, welfare or safety. The direct adverse effect may be programmatic or financial and may include
failing to provide services, providing inadequate services, providing unnecessary services, or using
resources so that the public or clients do not receive the benefits contemplated by the scope of work or
performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a
case-by-case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE XV CLAIMS AGAINST THE DEPARTMENT
Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the
Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§ 4.11-
4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS.
Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the
ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter
2260, subchapter B. To initiate the process, Contractor shall submit written notice, as required by subchapter
B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter
2260, subchapter B, are being invoked. A copy of the notice must also be given to all other representatives of
DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under
Tex. Gov. Code Chapter 2260, subchapter C.
Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260,
subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches
of contract by DSHS if the Parties are unable to resolve their disputes under this Article.
Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex.
Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue from the Legislature
under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any
other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign
immunity to suit.
Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a
claim constitutes grounds for the suspension of performance by Contractor, in whole or in part.
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ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION
Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability
of Terms section of the General Terms Article, Contractor's service obligations stated in each Program
Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by
written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract
may be terminated with or without cause under this Article.
Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to
obligate previously awarded funds before that authority would otherwise expire or the voluntary
relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs
resulting from obligations incurred by Contractor after termination of an award are not allowable unless
expressly authorized by the notice of termination. Upon termination of this Contract or Program Attachment,
as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and
safe transfer of responsibilities under this Contract or Program Attachment, as applicable, to DSHS or another
entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will
be discharged from any further obligation created under the applicable terms of this Contract or the Program
Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations
incurred prior to termination and for Contractor's duty to cooperate with DSHS, and except as provided in the
Survivability of Terms section of the General Terms Article. Termination does not, however, constitute a
waiver of any remedies for breach of this Contract. In addition Contractor's obligations to retain records and
maintain confidentiality of information will survive this Contract
Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1)
withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior
period; (2) withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3)
refusal to extend a program attachment or award additional funds to make a competing or noncompeting
continuation, renewal, extension, or supplemental award; (4) non -renewal of a contract or program attachment
at Department's sole discretion; or (5) voiding of a contract upon determination that the award was obtained
fraudulently, or was otherwise illegal or invalid from inception.
Section 16.04 Termination or Temporary Suspension Without Cause.
a) Either Party may terminate this Contract or a Program Attachment, as applicable, with at least thirty
(30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a
Contract or Program Attachment that involves residential client services, Contractor shall give the
Department at least ninety (90) calendar days prior written notice and shall submit a transition plan to
ensure client services are not disrupted.
b) The Parties may terminate this Contract or a Program Attachment by mutual agreement.
c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become
unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health
and human services agencies, amendments to the Appropriations Act, health and human services
consolidations, or any disruption of current appropriated funding for this Contract or Program
Attachment. Contractor will be notified in writing of any termination or temporary suspension or of
any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall
discontinue performance under the Contract as of the effective date of the suspension, for the duration
of the suspension.
d) Department may terminate this Contract or a Program Attachment immediately when, in the sole
determination of Department, termination is in the best interest of the State of Texas.
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Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with
at least thirty (30) calendar days written notice to the other Party. Department may terminate this Contract, in
whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by
giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of
the following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of its
subcontractor to communicate with Department as necessary for the performance or oversight of this
Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided under this
Contract;
d) Department determines that Contractor is without sufficient personnel or resources to perform under
this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under
this Contract or exercise adequate control over expenditures or assets;
e) Department determines that Contractor, its agent or another representative offered or gave a gratuity
(e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the purpose of obtaining
a contract or favorable treatment;
f) Department determines that this Contract includes financial participation by a person who received
compensation from DSHS to participate in developing, drafting or preparing the specifications,
requirements or statement(s) of work or Solicitation Document on which this Contract is based in
violation of Tex. Gov. Code § 2155.004; or Department determines that Contractor was ineligible to
receive this Contract under Tex. Gov. Code §§ 2155.006 or 2261.053 related to certain disaster
response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may include one or
more of the following:
1) Contractor fails to make payments for debts;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of $50,000 (that is not covered by insurance) is
rendered by any court or governmental body against Contractor, and Contractor does not (a)
discharge the judgment, or (b) provide for its discharge in accordance with its terms, or (c) procure
a stay of execution within thirty (30) calendar days from the date of entry of the judgment, or (d) if
the execution is stayed, within the thirty (30) -day period or a longer period during which
execution of the judgment has been stayed, appeal from the judgment and cause the execution to
be stayed during such appeal while providing such reserves for the judgment as may be required
under Generally Accepted Accounting Principles;
5) a writ or warrant of attachment or any similar process is issued by any court against all or any
material portion of the property of Contractor, and such writ or warrant of attachment or any
similar process is not released or bonded within thirty (30) calendar days after its issuance;
6) Contractor is adjudicated bankrupt or insolvent;
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution,
receivership or liquidation law of any jurisdiction then in effect, or consents to the filing of any
case or petition against it under any such law;
8) any property or portion of the property of Contractor is sequestered by court order and the order
remains in effect for more than thirty (30) calendar days after Contractor obtains knowledge of the
sequestration;
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9) a petition is filed against Contractor under any state reorganization, arrangement, insolvency,
readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction then in effect,
and the petition is not dismissed within thirty (30) calendar days; or
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or of all
or any part of its property;
h) Contractor's management system does not meet the UGMS management standards; or
i) Any required license, certification, permit, registration or approval required to conduct Contractor's
business or to perform services under this Contract is not obtained or is revoked, is surrendered,
expires, is not renewed, is inactivated or is suspended.
Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any
verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract,
Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good
faith during the notice period.
ARTICLE XVII VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was
obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 17.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has
been a party to a contract with DSHS that has been found to be void, or is suspended, or is terminated for
cause is not eligible for expansion of current contracts, if any, or new contracts or renewals until, in the case of
suspension or termination, the Department has determined that Contractor has satisfactorily resolved the issues
underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid
is subject to repayment.
Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the
Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an
administrative hearing under Tex. Gov. Code Chapter 2001.
ARTICLE XVIII CLOSEOUT
Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment,
as applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall
cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent
possible upon expiration or prior to expiration, as necessary, to ensure the orderly and safe transfer of
responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of
Contract or Program Attachment termination or non -renewal, Contractor shall immediately begin to effect an
orderly and safe transition of recipients of services to alternative service providers, as needed. Contractor also
shall completely cease providing services under this Contract or Program Attachment by the date specified in
the termination or non -renewal notice. Contractor shall not bill DSHS for services performed after termination
or expiration of this Contract or Program Attachment, or incur any additional expenses once this Contract or
Program Attachment is terminated or has expired. Upon termination, expiration (with no renewal) or non-
renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities
described in this Article.
Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts
owed by Contractor against billings.
Section 18.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other
Closeout reports required under this Contract within sixty (60) calendar days after the Contract or Program
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Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment
Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty
(60) calendar days after the Contract or Program Attachment end date.
Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which
Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the
Department and will result in a refund due, which Contractor shall pay within the time period established by
the Department.
Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does
not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other
review or Contractor's obligation to return any funds due as a result of later refunds, corrections, or other
transactions.
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