HomeMy WebLinkAboutPR 18630: APPROVING THE FY 2014-2015 CONTRACT WITH THE DEPARTMENT OF STATE HEALTH SERVICES FOR TITLE V CHILD HEALTH FEE FOR SERVICES IN THE AMOUNT OF $2,500.00 Memorandum
City of Port Arthur, Texas
Health Department
TO: John A. Comeaux, P.E., Interim City Manager
FROM: Judith Smith, RN, BSN, Director of Health Services
DATE: October 6, 2014 QQQ
SUBJECT: Proposed Resolution No. 18630
Contract Approval between the City of Port Arthur and the
Department of State Health Services for Title V Fee For Service
RECOMMENDATION
It is recommended that the City Council approve P.R. No. 18630, the FY 2015 contract
between the City of Port Arthur and the Department of State Health Services, Title V
Fee-for-Service Child Health and Dental Services in an amount not to exceed $2,500.00.
BACKGROUND
This is a renewal contract that provides for child health, adolescent dysplasia, and/or
dental services that include screening and eligibility determination, direct clinical and/or
dental services, laboratory services, and appropriate referrals as necessary.
BUDGETARY AND FISCAL EFFECT
Total payments from this contract will not exceed $2,500.00.
STAFFING EFFECT
None.
SUMMARY
It is recommended that the City Council approve P.R. No. 18630, the FY 2015 contract
between the City of Port Arthur and the Department of State Health Services, Title V
Fee-for-Service Child Health and Dental Services in an amount not to exceed $2,500.00.
P. R. NO. 18630
10/06/2014-j s
RESOLUTION NO.
A RESOLUTION APPROVING THE FY 2014-2015 CONTRACT
BETWEEN THE CITY OF PORT ARTHUR AND THE
DEPARTMENT OF STATE HEALTH SERVICES FOR TITLE V
CHILD HEALTH FEE FOR SERVICES IN THE AMOUNT OF
$2,500.00
WHEREAS, the contract between the City of Port Arthur and the Department of
State Health Services provides financial assistance to the Port Arthur City Health
Department to supplement the delivery of public health services; and,
WHEREAS, this is a renewal contract that will assure the provision of child
health, adolescent dysplasia, and/or dental services that include screening and eligibility
determination, direct clinical and/or dental services, laboratory services, and appropriate
referrals as necessary; and,
WHEREAS, total payments from this contract shall not exceed $2,500.00 for the
period September 1, 2014 through August 31, 2015.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PORT ARTHUR:
Section 1. That,the facts and opinions in the preamble are true and correct.
Section 2. That, the City Council of the City of Port Arthur hereby approves
the contract between the City of Port Arthur and the Department of State Health
Services.
P. R. NO. 18630
Page 2 — 10/06/2014
Section 3. That, the City Council deems it is in the best interest of the City to
approve and authorize the City Manager and the Director of the City's Health
Department to execute the contract between the Department of State Health Services and
the City of Port Arthur, Texas, for Title V Fee For Service Child Health and Dental
Services, as delineated in Exhibit"A."
Section 4. That, a copy of the caption of this Resolution be spread upon the
Minutes of the City Council.
READ, ADOPTED, AND APPROVED, this day of October 2014
A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the
following Vote:
AYES: Mayor: ,
Councilmembers: ,
NOES:
Mayor
ATTEST:
Sherri Bellard, City Secretary
P. R. NO. 18630
Page 2— 10/06/2014
APPROVED AS TO FORM:
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Val Tizen!Ci ey
APPROVED FOR ADMINISTRATION:
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John Comeaux, P.E. hiclith Smith, RN, BSN
Interim City Manager Director of Health Services
EXHIBIT "A"
DEPARTMENT OF STATE HEALTH SERVICES
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This contract, number 2015-046159 (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 PORT ARTHUR (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 $2,500.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2014 and ends on 08/31/2015. 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:
2015-046159-001 CHS -TITLE V - CHILD HEALTH SERVICES
c. General Provisions (Sub-recipient)
d. Solicitation Document(s), and
e. Contractor's response(s) to the Solicitation Document(s).
f. Exhibits
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
926481
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: PORT ARTHUR CITY HEALTH DEPT
Address: 449 AUSTIN AVE
PORT ARTHUR,TX 77640-5802
Vendor Identification Number: 17460018850011
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.
92648-1
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 CITY OF PORT ARTHUR
By: By:
Signature of Authorized Official Signature
Date Date
Evelyn Delgado
Printed Name and Title
Assistant Commissioner for Family and
Community Health Services Address
1100 WEST 49TH STREET
AUSTIN,TEXAS 78756 City, State, Zip
5 12.776.7321
Telephone Number
Evelyn.Delgado@dshs.state.tx.us
E-mail Address for Official Correspondence
92648-1
Fiscal Year 2015 Department of State Health Services Contract
General Provisions
(Core/Subrecipient)
Table of Contents
ARTICLE 1 CONTRACT COMPONENTS; ORDER OF PRECEDENCE 5
Section 1.01 Contract Components 5
Section 1.02 Order of Precedence 5
ARTICLE II COMPLIANCE AND REPORTING 5
Section 2.01 Compliance with General Provisions, Statutes and Rules 5
Section 2.02 Compliance with Requirements of Solicitation Document 5
Section 2.03 Reporting 6
Section 2.04 Client Financial Eligibility 6
Section 2.05 Applicable Contracts Law and Venue for Disputes 6
Section 2.06 Applicable Laws and Regulations Regarding Funding Sources 6
Section 2.07 Statutes and Standards of General Applicability. 6
Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts8
Section 2.09 Civil Rights Policies and Complaints 9
Section 2.10 Licenses,Certifications,Permits,Registrations and Approvals. 10
Section 2.11 Funding Obligation 10
Section 2.12 Whistleblower Protection 10
Section 2.13 Federal Assistance Identification Number 10
ARTICLE III SERVICES 11
Section 3.01 Education to Persons in Residential Facilities 11
Section 3.02 Disaster Services 11
Section 3.03 Consent to Medical Care of a Minor 11
Section 3.04 Telemedicine Medical Services 11
Section 3.05 Fees for Personal Health Services 12
Section 3.06 Cost Effective Purchasing of Medications. 12
Section 3.07 Services and Information for Persons with Limited English Proficiency. 12
ARTICLE IV FUNDING 13
Section 4.01 Debt to State and Corporate Status 13
Section 4.02 Application of Payment Due 13
Section 4.03 Use of Funds 13
Section 4.04 Use for Match Prohibited 13
Section 4.05 Program Income 13
Section 4.06 Nonsupplanting 14
ARTICLE V PAYMENT METHODS AND RESTRICTIONS 14
Section 5.01 Payment Methods 14
Section 5.02 Billing Submission 14
Section 5.03 Final Billing Submission. 14
Section 5.04 Working Capital Advance. 15
Section 5.05 Financial Status Reports(FSRs). 15
Section 5.06 Third Party Payors 15
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 16
General Provisions(Core Subrecipient)2015 (July 1,2014) I
Section 6.01 Prompt Pay-meia 16
Section 6.02 Department Review 16
Section 6.03 Withholding Payments 16
Section 6.04 Condition Precedent to Requesting Payment 16
Section 6.05 Acceptance as Payment in Full 16
ARTICLE VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS 17
Section 7.01 Allowable Costs 17
Section 7.02 Independent Single or Program-Specific Audit 18
Section 7.03 Submission of Audit 18
ARTICLE VIII CONFIDENTIALITY 19
Section 8.01 Maintenance of Confidentiality 19
Section 8.02 Department Access to PHI and Other Confidential Information 19
Section 8.03 Exchange of Client-Identifying Information 19
Section 8.04 Security of Patient or Client Records. 19
Section 8.05 HIV/AIDS Model Workplace Guidelines 20
ARTICLE IX REQUIRED DISCLOSURES 20
Section 9.01 Texas Public Information Act 20
ARTICLE X RECORDS RETENTION 20
Section 10.01 Retention. 20
ARTICLE XI ACCESS,INSPECTION AND AUDIT OF RECORDS 21
Section 11.01 Access and Inspection. 21
Section 11.02 State Auditor's Office. 21
Section 11.03 Responding to Deficiencies. 21
ARTICLE XII NOTICE REQUIREMENTS 22
Section 12.01 Child Abuse Reporting Requirement 22
Section 12.02 Significant Incidents 22
Section 12.03 Litigation 22
Section 12.04 Contract or License Action Against the Contractor. 22
Section 12.05 Insolvency. 23
Section 12.06 Misuse of Funds and Performance Malfeasanc 23
Section 12.07 Criminal Activity and Disciplinary Action 23
Section 12.08 Retaliation Prohibited 24
Section 12.09 Documentation 24
ARTICLE XIII ASSURANCES AND CERTIFICATIONS 24
Section 13.01 Certification. 24
Section 13.02 Child Support Delinquencies 25
Section 13.03 Authorization 25
Section 13.04 Gifts and Benefits Prohibited 25
Section 13.05 Ineligibility to Receive the Contract 25
Section 13.06 Antitrust 26
Section 13.07 Initiation and Completion of Work. 26
ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR 26
General Provisions (Core Subrecipient)2015 (July 1, 2014)
2
Section 14.01 Responsibilities and Restrictions Concerning Governing Body,Officers and
Employees. 26
Section 14.02 Management and Control Systems 27
Section 14.03 Insurance 27
Section 14.04 Fidelity Bond 27
Section 14.05 Liability Coverage. 28
Section 14.06 Overtime Compensation 28
Section 14.07 Program Site 28
Section 14.08 Cost Allocation Plan 28
Section 14.09 No Endorsement 29
Section 14.10 Historically Underutilized Businesses(HUBs) 29
Section 14.11 Buy Texas 29
Section 14.12 Contracts with Subrecipient and Vendor Subcontractors 29
Section 14.13 Status of Subcontractors 30
Section 14.14 Incorporation of Terms in Subrecipient Subcontracts 30
Section 14.15 Independent Contractor 30
Section 14.16 Authority to Bind 31
Section 14.17 Tax Liability 31
Section 14.18 Notice of Organizational Change 31
Section 14.19 Quality Management 31
Section 14.20 Equipment 31
Section 14.21 Supplies 31
Section 14.22 Changes to Equipment List 32
Section 14.23 Property Inventory and Protection of Assets 32
Section 14.24 Bankruptcy 32
Section 14.25 Title to Property 32
Section 14.26 Property Acquisitions 33
Section 14.27 Disposition of Property 33
Section 14.28 Closeout of Equipment 33
Section 14.29 Assets as Collateral Prohibited 33
ARTICLE XV GENERAL TERMS 33
Section 15.01 Assignment 33
Section 15.02 Lobbying. 33
Section 15.03 Conflict of Interest 34
Section 15.04 Transactions Between Related Parties 34
Section 15.05 Intellectual Property. 35
Section 15.06 Other Intangible Property 36
Section 15.07 Severability and Ambiguity 36
Section 15.08 Legal Notice 36
Section 15.09 Successors 36
Section 15.10 Headings 36
Section 15.11 Parties 36
Section 15.12 Survivability of Terms. 37
Section 15.13 Direct Operation 37
Section 15.14 Customer Service Information 37
Section 15.15 Amendment 37
Section 15.16 Contractor's Notification of Change to Certain Contract Provisions. 37
Section 15.17 Contractor's Request for Revision of Certain Contract Provisions 38
Section 15.18 Immunity Not Waived. 38
Section 15.19 Hold Harmless and Indemnification. 39
General Provisions(Core Subrecipient)2015 (July 1,2014)
3
Section 15.20 Waiver. J9
Section 15.21 Electronic and Information Resources Accessibility and Security Standards. 39
Section 15.22 Force Majeure. 40
Section 15.23 Interim Contracts 41
Section 15.24 Cooperation and Communication 41
ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 41
Section 16.01 Actions Constituting Breach of Contract 41
Section 16.02 General Remedies and Sanctions 42
Section 16.03 Notice of Remedies or Sanctions. 43
Section 16.04 Emergency Action 43
ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT 43
Section 17.01 Breach of Contract Claim 44
Section 17.02 Notice 44
Section 17.03 Sole Remedy 44
Section 17.04 Condition Precedent to Suit 44
Section 17.05 Performance Not Suspended 44
ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION 44
Section 18.01 Expiration of Contract or Program Attachment(s). 44
Section 18.02 Effect of Termination 45
Section 18.03 Acts Not Constituting Termination. 45
Section 18.04 Termination or Temporary Suspension Without Cause 45
Section 18.05 Termination For Cause 46
Section 18.06 Notice of Termination. 47
ARTICLE XIX VOID,SUSPENDED,AND TERMINATED CONTRACTS 47
Section 19.01 Void Contracts 47
Section 19.02 Effect of Void,Suspended,or Involuntarily Terminated Contract 47
Section 19.03 Appeals Rights 47
ARTICLE XX CLOSEOUT 48
Section 20.01 Cessation of Services At Closeout. 48
Section 20.02 Administrative Offset 48
Section 20.03 Deadline for Closeout 48
Section 20.04 Payment of Refunds 48
Section 20.05 Disallowances and Adjustments 48
General Provisions (Core Subrecipient)2015 (July 1, 2014)
4
ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE
Section 1.01 Contract Components.
As used in herein,the"Contract"consists of the following documents:
a)the Core Contract and the Program Attachment(s)or statements of work, including all
attachments,
b)addenda or amendments thereto and these General Provisions;
c)the solicitation document, including all attachments,addenda or amendments thereto;
and
d)the response,proposal or application submitted by Contractor in response to the
solicitation
document.
Section 1.02 Order of Precedence.
To the extent that there is any conflict between the terms of any contract component document,
the conflict will be resolved in the above order of priority.
ARTICLE II COMPLIANCE AND REPORTING
Section 2.01 Compliance with General Provisions,Statutes and Rules.
Contractor shall comply, and shall require its subcontractor(s)to comply,with these General
Provisions,the requirements of the Department's rules of general applicability and other
applicable state and federal statutes,regulations,rules, and executive orders,as such statutes,
regulations,rules, and executive orders currently exist and as they may be lawfully amended.
The Department rules are located in the Texas Administrative Code, Title 25 (Rules). To the
extent this Contract imposes a higher standard,or additional requirements beyond those required
by applicable statutes,regulations,rules or executive orders,the terms of this Contract will
control. Contractor further agrees that,upon notification from DSHS, Contractor shall comply
with the terms of any contract provisions DSHS is required to include in its contracts under
legislation effective at the time of the effective date of this Contract or during the term of this
Contract.
Section 2.02 Compliance with Requirements of Solicitation Document.
Except as specified in these General Provisions or the Program Attachment(s), Contractor shall
comply with the requirements,eligibility conditions, assurances,certifications and program
requirements of the Solicitation Document,if any,(including any revised or additional terms
agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration
of this Contract or any subsequent renewals. The Parties agree that the Department has relied
upon Contractor's response to the Solicitation Document. The Parties agree that any
misrepresentation contained in Contractor's response to the Solicitation Document constitutes a
breach of this Contract.
General Provisions(Core Subrecipient)2015(July 1,2014)
5
Section 2.03 Reporting.
Contractor shall submit reports in accordance with the reporting requirements established by the
Department and shall provide any other information requested by the Department in the format
required by DSHS. Failure to submit any required report or additional requested information by
the due date specified in the Program Attachment(s) or upon request constitutes a breach of
contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if
appropriate, emergency action; and may adversely affect evaluation of Contractor's future
contracting opportunities with the Department.
Section 2.04 Client Financial Eligibility.
Where applicable, Contractor shall use financial eligibility criteria,financial assessment
procedures and standards developed by the Department to determine client eligibility.
Section 2.05 Applicable Contracts Law and Venue for Disputes.
Regarding all issues related to contract formation, performance, interpretation, and any issues
that may arise in any dispute between the Parties,this Contract will be governed by,and
construed in accordance with,the laws of the State of Texas. In the event of a dispute between
the Parties, venue for any suit will be Travis County, Texas.
Section 2.06 Applicable Laws and Regulations Regarding Funding Sources.
Where applicable, federal statutes and regulations, including federal grant requirements
applicable to funding sources,will apply to this Contract. Contractor agrees to comply with
applicable laws, executive orders, regulations and policies, as well as Office of Management and
Budget(OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations),the Uniform
Grant and Contract Management Act of 1981 (UGMA), Tex. Gov.Code Chapter 783, and
Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated
in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services
Division. UGMA and UGMS can be located through web links on the DSHS website at
.staie.ix.us/c��ntracts:'tinkS.Sili Ill. Contractor also shall comply with all
applicable federal and state assurances contained in UGMS, Part III, State Uniform
Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,
Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health
and Human Services Grants Policy Statement,both of which may be located through web links
on the DSHS website at http:i!«\\\\.dshs.state.tx.us contracts/links,siltm. For contracts funded
by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105.
Section 2.07 Statutes and Standards of General Applicability.
Contractor is responsible for reviewing and complying with all applicable statutes,rules,
regulations, executive orders and policies. To the extent applicable to Contractor, Contractor
shall comply with the following:
a) the following statutes, rules, regulations, and DSHS policy(and any of their subsequent
amendments)that collectively prohibit discrimination, exclusion from or limitation of
participation in programs, benefits or activities or denial of any aid, care, service or other
General Provisions(Core Subrecipient)2015 (July 1,2014)
6
benefit on the basis of race, color, national origin, limited rt ed xigl�sh 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)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,
General Provisions (Core Subrecipient) 2015 (July 1,2014)
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Grants, or Loans;"" 3) Protection of wetlands pursuant to Executive Order 11990,42 Fed.
Reg. 26961; 4) Evaluation of flood hazards in fioodplains 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;
t) Whistleblower Protection Enhancement Act(5 U.S.C.2302(b)(8))and Texas Whistleblower
Act(Tex. Gov. Code Chapter 554); and
u) requirements of any other applicable state and federal statutes,executive orders,regulations,
rules and policies.
If this Contract is funded by a federal grant or cooperative agreement, Contractor shall, and shall
cause its subcontractors to,comply with additional state or federal requirements found in the Notice
of Grant Award and incorporated herein by reference. Contractor may obtain a copy of any
applicable Notice of Grant Award from the contract manager assigned to the Program Attachment.
Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions will not apply to Contractors that
General Provisions(Core Subrecipient) 2015 (July 1,2014)
8
are State agencies or units of local government; and certain additional provisions will apply to such
Contractors.
a) The following sections or portions of sections of these General Provisions will not apply to
interagency or interlocal contracts:
1) Hold Harmless and Indemnification, Section 13.19;
2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety;delete the
word"employees" in the fourth sentence; the remainder of the section applies);
3) Insurance, Section 12.03;
4) Liability Coverage, Section 12.05;
5) Fidelity Bond, Section 12.04;
6) Historically Underutilized Businesses, Section 12.10(Contractor,however, shall comply
with HUB requirements of other statutes and rules specifically applicable to that entity);
7) Debt to State and Corporate Status, Section 3.01;
8) Application of Payment Due, Section 3.02; and
9) Article XV Claims against the Department(This Article is inapplicable to interagency
contracts only).
b) The following additional provisions will apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act,Tex. Gov.Code Chapter 771;
2) The Parties hereby certify that(1)the services specified are necessary and essential for the
activities that are properly within the statutory functions and programs of the affected
agencies of State government; (2)the proposed arrangements serve the interest of efficient
and economical administration of the State government;and(3)the services, supplies or
materials contracted for are not required by Section 21 of Article 16 of the Constitution of
the State of Texas to be supplied under contract given to the lowest responsible bidder;
and
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health&
Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority
to enter into and perform this Contract.
c) The following additional provisions will apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interlocal Cooperation Act,Tex. Gov.Code Chapter 791;
2) Payments made by DSHS to Contractor will be from current revenues available to DSHS;
and
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for
Revision to Certain Contract Provisions section),when signed by a duly authorized
representative of Contractor,will be effective as of the effective date specified by the
Department,whether that date is prior to or after the date of any ratification by Contractor's
governing body.
Section 2.09 Civil Rights Policies and Complaints.
Upon request,Contactor shall provide the Health and Human Services Commission(HHSC) Civil
Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall
notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance
General Provisions(Core Subrecipient) 2015 (July 1, 2014) 9
under this Contract no more than ten(1 0) calendar days after Contractor's receipt of the claim.
Notice must be directed to—
Civil Rights Office
Health and Human Services Commission
701 W. 51st St.,Mail Code W206
Austin, Texas 78751
(888) 388-6332 or(512) 438-4313
TTY Toll-free(877)432-7232
HHSCivilRightsOffice @hhsc.state.tx.us
Section 2.10 Licenses,Certifications,Permits,Registrations and Approvals.
Contractor shall obtain and maintain all applicable licenses, certifications, permits,registrations and
approvals to conduct its business and to perform the services under this Contract. Failure to obtain or
any revocation, surrender, expiration, non-renewal, inactivation or suspension of any such license,
certification,permit, registration or approval constitutes grounds for termination of this Contract or
other remedies the Department deems appropriate. Contractor shall ensure that all its employees,
staff and volunteers obtain and maintain in active status all licenses,certifications, permits,
registrations and approvals required to perform their duties under this Contract and shall prohibit any
person who does not hold a current, active required license, certification, permit, registration or
approval from performing services under this Contract.
Section 2.11 Funding Obligation.
This Contract is contingent upon the availability of funding. If funds become unavailable through
lack of appropriations, budget cuts,transfer of funds between programs or health and human services
agencies, amendment of the Appropriations Act, health and human services agency consolidation, or
any other disruptions of current appropriated funding for this Contract,DSHS may restrict,reduce or
terminate funding under this Contract. Notice of any restriction or reduction will include instructions
and detailed information on how DSHS will fund the services and/or goods to be procured with the
restricted or reduced funds.
Section 2.12 Whistleblower Protection.
Contractor shall include the Whistleblower Protection Enhancement Act and Texas Whistleblower
Act protections to grantees,their subgrantees and subcontractors and Contractor must inform its
employees of whistleblower rights and remedies.
Section 2.13 Federal Assistance Identification Number.
Contractor shall include the Federal Assistance Identification Number(FAIN)on each subaward
under a Federal award to enable reporting of expenditures according to the FAIN. As a condition of
the award,Federal agencies require that all recipients document the assigned FAIN on each subaward
under the Federal award.
General Provisions(Core Subrecipient)2015 (July 1,2014) 10
ARTICLE III SER VIC ES
Section 3.01 Education to Persons in Residential Facilities.
If applicable, Contractor shall ensure that all persons,who are housed in Department-licensed and/or
-funded residential facilities and who are twenty-two (22) years of age or younger, have access to
educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local
education agency or local early intervention program as prescribed by Tex. Educ. Code § 29.012 not
later than the third calendar day after the date a person who is twenty-two (22)years of age or
younger is placed in Contractor's residential facility.
Section 3.02 Disaster Services.
In the event of a local, state, or federal emergency, including natural,man-made,criminal,terrorist,
and/or bioterrorism events, declared as a state disaster by the Governor, or as a federal disaster by the
appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as
appropriate, in the following areas: community evacuation;health and medical assistance;assessment
of health and medical needs; health surveillance; medical care personnel; health and medical
equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,
and medical device safety; worker health and safety; mental health and substance abuse;public health
information;vector control and veterinary services; and victim identification and mortuary services.
Contractor shall carry out disaster services in the manner most responsive to the needs of the
emergency, be cost-effective, and be least intrusive on Contractor's primary services.
Section 3.03 Consent to Medical Care of a Minor.
If Contractor provides medical, dental,psychological or surgical treatment to a minor under this
Contract, either directly or through contracts with subcontractors, Contractor shall not provide
treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code
Chapter 32, relating to consent to treatment of a child by a non-parent or child or pursuant to other
state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code
Chapter 32, federal law supersedes state law.
Section 3.04 Telemedicine Medical Services.
Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that
the services are implemented in accordance with written procedures and using a protocol approved by
Contractor's medical director and using equipment that complies with the equipment standards as
required by the Department. Procedures for providing telemedicine service must include the
following requirements:
General Provisions (Core Subrecipient)2015 (July 1,2014) 11
a) clinical oversight by Contractor's medical director or desic,nated physician responsible for
medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at
the remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their
licenses;
f) demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g) priority in scheduling the system for clinical care of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served;and
i) management of information and documentation for telemedicine services that ensures timely
access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided
by electronic means under Rule §448.911.
Section 3.05 Fees for Personal Health Services.
Contractor may develop a system and schedule of fees for personal health services in accordance with
the provisions of Tex.Health& Safety Code § 12.032, DSHS Rule §1.91 covering Fees for Personal
Health Services, and other applicable laws or grant requirements. The amount of a fee must not
exceed the actual cost of providing the services. No client may be denied a service due to inability to
pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in
accordance with the DSHS Contractor's Financial Procedure Manual.
Section 3.06 Cost Effective Purchasing of Medications.
If medications are funded under this Contract,Contractor shall make needed medications available to
clients at the lowest possible prices and use the most cost effective medications purchasing
arrangement possible.
Section 3.07 Services and Information for Persons with Limited English Proficiency.
Contractor shall take reasonable steps to provide services and information,both orally and in writing,
in appropriate languages other than English,to ensure that persons with limited English proficiency
are effectively informed and can have meaningful access to programs,benefits, and activities.
Contractor shall identify and document on the client records the primary language/dialect of a client
who has limited English proficiency and the need for translation or interpretation services and shall
not require a client to provide or pay for the services of a translator or interpreter. Contractor shall
make every effort to avoid use of any persons under the age of eighteen(18) or any family member or
friend of the client as an interpreter for essential communications with a client with limited English
proficiency,unless the client has requested that person and using the person would not compromise
the effectiveness of services or violate the client's confidentiality and the client is advised that a free
interpreter is available.
General Provisions (Core Subrecipient) 2015 (July 1, 2014) 12
ARTICLE IV FUNDING
Section 4.01 Debt to State and Corporate Status.
Pursuant to Tex. Gov. Code §403.055,the Department will not approve and the State Comptroller
will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a
tax delinquency. Contractor, if a corporation,certifies by execution of this Contract that it is current
and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt
from payment of franchise taxes under Texas law(Tex.Tax Code§§ 171.001 et seq.). Contractor, if
a corporation,further certifies that it is and will remain in good standing with the Secretary of State's
office. A false statement regarding franchise tax or corporate status is a material breach of this
Contract. If franchise tax payments become delinquent during the Contract term,all or part of the
payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in
full.
Section 4.02 Application of Payment Due.
Contractor agrees that any payments due under this Contract will be applied towards any debt of
Contractor, including but not limited to delinquent taxes and child support that is owed to the State of
Texas.
Section 4.03 Use of Funds.
Contractor shall expend Department funds only for the provision of approved services and for
reasonable and allowable expenses directly related to those services.
Section 4.04 Use for Match Prohibited.
Contractor shall not use funds provided through this Contract for matching purposes in securing other
funding unless directed or approved by the Department in writing.
Section 4.05 Program Income.
Gross income directly generated from Department funds through a project or activity performed
under a Program Attachment and/or earned only as a result of a Program Attachment during the term
of the Program Attachment are considered program income. Unless otherwise required under the
terms of the grant funding this Contract, Contractor shall use the addition alternative,as provided in
UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or
federal statute under which the Program Attachment was made, and Contractor shall spend the
program income on the same Program Attachment project in which it was generated. Contractor
shall identify and report this income in accordance with the Compliance and Reporting Article of
these General Provisions,the Contractor's Financial Procedures Manual located at
http:/!ww-w.dslis.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
General Provisions(Core Subrecipient)2015(July 1,2014) 13
proficiency in identifying, billing, collecting, and reporting program income, and in using it for the
purposes and under the conditions specified in this Contract.
Section 4.06 Nonsupplanting.
Contractor shall not supplant(i.e., use funds from this Contract to replace or substitute existing
funding from other sources that also supports the activities that are the subject of this Contract)but
rather shall use funds from this Contract to supplement existing state or local funds currently
available for a particular activity. Contractor shall make a good faith effort to maintain its current
level of support. Contractor may be required to submit documentation substantiating that a reduction
in state or local funding, if any,resulted for reasons other than receipt or expected receipt of funding
under this Contract.
ARTICLE V PAYMENT METHODS AND RESTRICTIONS
Section 5.01 Payment Methods.
Except as otherwise provided by the provisions of the Program Attachment(s),the payment method
for each Program Attachment will be one of the following methods:
a) cost reimbursement. This payment method is based on an approved budget in the Program
Attachment(s)and acceptable submission of a request for reimbursement;or
b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)
or fee(s)for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)
and acceptable submission of all required documentation,forms and/or reports.
Section 5.02 Billing Submission.
Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and
format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or 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 5.03 Final Billing Submission.
Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment
request as a final close-out bill not later than forty-five(45)calendar days following the end of the
term of the Program Attachment for goods received and services rendered during the term. If
necessary to meet this deadline, Contractor may submit reimbursement or payment requests by
facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than
forty-five(45)calendar days following the end of the applicable term will not be paid. Consideration
of requests for an exception will be made on a case-by-case basis,subject to the availability of
funding, and only for an extenuating circumstance, such as a catastrophic event,natural disaster,or
criminal activity that substantially interferes with normal business operations or causes damage or
destruction of a place of business and/or records. A written statement describing the extenuating
General Provisions(Core Subrecipient)2015 (July 1,2014) 14
circumstance and the last request for reimbursement must be submitted for review and approval to the
DSHS Accounting Section.
Section 5.04 Working Capital Advance.
If allowed under this Contract,a single one-time working capital advance per term of the Program
Attachment may be granted at the Department's discretion. Contractor must submit documentation
to the contract manager assigned to the Program Attachment to justify the need for a working capital
advance. Contractor shall liquidate the working capital advance as directed by the Department. The
requirements for the documentation justifying the need for an advance and the directions for
liquidating the advance are found in the Contractor's Financial Procedures Manual located at
http://www.dsl1s.state.t..us contracts ctpm.shtw. .
Section 5.05 Financial Status Reports(FSRs).
Except as otherwise provided in these General Provisions or in the terms of any Program
Attachment(s)that is incorporated into the Contract,for contracts with categorical budgets,
Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month
following the end of each quarter of the Program Attachment term for Department review and
financial assessment. Contractor shall submit the final FSR no later than forty-five(45)calendar
days following the end of the applicable term.
Section 5.06 Third Party Payors.
A third party payor is any person or entity who has the legal responsibility for paying for all or part of
the services provided. Third party payors include,but are not limited to, commercial health or
liability insurance carriers,Medicaid,or other federal, state,local, and private funding sources.
Except as provided in this Contract, Contractor shall screen all clients and shall not bill the
Department for services eligible for reimbursement from third party payors. Contractor shall(a)
enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs,and bill those
programs for the covered services; (b)provide assistance to individuals to enroll in such programs
when the screening process indicates possible eligibility for such programs; (c)allow clients who are
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.
General Provisions(Core Subrecipient)2015 (July 1,2014) 15
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT
Section 6.01 Prompt Payment.
Upon receipt of a timely, undisputed invoice pursuant to this Contract,Department will pay
Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed
the total amount of authorized funds under this Contract. Contractor is entitled to payment or
reimbursement only if the service,work,and/or product has been authorized by the Department and
performed or provided pursuant to this Contract. If those conditions are met,Department will make
payment in accordance with the Texas prompt payment law (Tex. Gov. Code Chapter 2251).
Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations
to subcontractors.
Section 6.02 Department Review.
Payment of invoices by the Department will not constitute acceptance or approval of Contractor's
performance, and all invoices and Contractor's performance are subject to audit or review and
recoupment of payments by the Department.
Section 6.03 Withholding Payments.
Department may withhold all or part of any payments to Contractor to offset reimbursement for any
ineligible expenditures, disallowed costs, or overpayments that Contractor has not refunded to
Department,or if financial status report(s)required by the Department are not submitted by the
date(s)due. Department may take repayment(recoup)from funds available under this Contract in
amounts necessary to fulfill Contractor's repayment obligations.
Section 6.04 Condition Precedent to Requesting Payment.
Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries,
and interest earned on such funds before requesting cash payments including any advance payments
from Department.
Section 6.05 Acceptance as Payment in Full.
Except as permitted in the Fees for Personal Health Services section of the Services Article of these
General Provisions or under 25 Tex. Admin. Code § 444.413, Contractor shall accept reimbursement
or payment from DSHS as payment in full for services or goods provided to clients or participants,
and Contractor shall not seek additional reimbursement or payment for services or goods from clients
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.
General Provisions(Core Subrecipient) 2015 (July 1,2014) 16
ARTICLE VII ALLOWABLE COSTS AND AEDIT REQUIREMENTS
Section 7.01 Allowable Costs.
For services satisfactorily performed, and sufficiently documented, pursuant to this Contract, DSHS
will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming
reimbursement and within the applicable term to be eligible for reimbursement under this Contract.
DSHS will determine whether costs submitted by Contractor are allowable and eligible for
reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will
notify Contractor in writing, and Contractor shall return the funds to DSHS within thirty(30)
calendar days of the date of this written notice. DSHS may withhold all or part of any payments to
Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has
not refunded to DSHS, or if financial status report(s)required under the Financial Status Reports
section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds
available under this Contract in amounts necessary to fulfill Contractor's repayment obligations.
Applicable cost principles, audit requirements, and administrative requirements include-
Applicable Entity Applicable Cost Audit Requirements Administrative
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
agency common rule
For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable
other than a hospital and Contract Cost 133 and UGMS Federal awarding
an organization named Principles agency common rule
in OMB Circular A-122 Procedures,or
(2 CFR Part,230) as not uniform cost
subject to that circular. accounting standards
that comply with
cost principles
acceptable to the
federal or state
awarding agency
A chart of applicable Federal awarding agency common rules is located through a weblink on the
DSHS website at http::'"\'\\.dshs.state.IN.us:'contracts:lip?k .shtni, OMB Circulars will be applied
General Provisions (Core Subrecipient)2015 (July 1,2014) 17
with the modifications prescribed by UGMS with effect given to whichever provision imposes the
more stringent requirement in the event of a conflict.
Section 7.02 Independent Single or Program-Specific Audit.
If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal
funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the
Office of Management and Budget(OMB)Circ.No. A-133,the Single Audit Act of 1984,P L 98-
502,98 Stat.2327, and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The
$500,000 federal threshold amount includes federal funds passed through by way of state agency
awards. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in
state funds awarded,Contractor must have a single audit or program-specific audit in accordance
with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet
or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in
OMB Circular A-133 or UGMS, as applicable, for their program-specific audits.The HHSC Office
of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration
Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days
after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for
non-compliance with this Contract.The audit must be conducted by an independent certified public
accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and
UGMS,which is accessible through a web link on the DSHS website at
http:l/Nw dshs.state.t..v.us'cont rart ilinks.shtnm. Contractor shall procure audit services in
compliance with this section, state procurement procedures, as well as with the provisions of UGMS.
Contractor,unless Contractor is a state governmental entity,shall competitively re-procure
independent single audit services at least every six(6)years.
Section 7.03 Submission of Audit.
Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or
Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract
Oversight and Support Section, and one copy to the OIG, at the following addresses:
Department of State Health Services Health and Human Services Commission
Contract Oversight and Support,Mail Code Office of Inspector General
1326 Compliance/Audit,Mail Code 1326
P.O..Box 149347 P.O. Box 85200
Austin,Texas 78714-9347 Austin,Texas 78708-5200
Electronic submission to DSHS should be addressed as follows:
COSContrtctAdministration(idshs.state.tx.us
Electronic submission to HHSC should be addressed as follows:
Queenah.Teamah @hhsc.state.tx.us
General Provisions(Core Subrecipient)2015 (July 1,2014) 18
if Contractor fails to submit the audit report as required by the Independent Single or Program-
Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,
Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.
ARTICLE VIII CONFIDENTIALITY
Section 8.01 Maintenance of Confidentiality.
Contractor shall maintain the privacy and confidentiality of information and records received during
or related to the performance of this Contract, including patient and client records that contain
protected health information(PHI), and any other information that discloses confidential personal
information or identifies any client served by DSHS, in accordance with applicable federal and state
laws, rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 CFR
Parts 160 and 164 (Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&
Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245,251, 534, 576, 577, 596, 611,
and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations.
Section 8.02 Department Access to PHI and Other Confidential Information.
Contractor shall cooperate with Department to allow Department to request, collect and receive PHI
and other confidential information under this Contract,without the consent of the individual to whom
the PHI relates, for funding,payment and administration of the grant program, and for purposes
permitted under applicable state and federal confidentiality and privacy laws.
Section 8.03 Exchange of Client-Identifying Information.
Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of
clients in accordance with 45 CFR § 164.504(e)(3)(i)(B),Tex. Health&Safety Code § 533.009 and
Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose
information described in Tex. Health& Safety Code § 614.017(a)(2) relating to special needs
offenders,to an agency described in Tex. Health & Safety Code § 614.017(c)upon request of that
agency, unless Contractor documents that the information is not allowed to be disclosed under 45
CFR Part 164 or other applicable law.
Section 8.04 Security of Patient or Client Records.
Contractor shall maintain patient and client records in compliance with state and federal law relating
to security and retention of medical or mental health and substance abuse patient and client records.
Department may require Contractor to transfer original or copies of patient and client records to
Department,without the consent or authorization of the patient or client,upon termination of this
Contract or a Program Attachment to this Contract, as applicable,or if the care and treatment of the
individual patient or client is transferred to another entity. Prior to providing services funded under
this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or
client to transfer copies of patient or client records to another entity funded by DSHS upon
termination of this Contract or a Program Attachment to this Contract, as applicable, or if care or
treatment is transferred to another DSHS-funded contractor.
General Provisions(Core Subrecipient) 2015 (July 1, 2014) 19
Section 8.05 HIV/AIDS Model Workplace Guidelines.
If providing direct client care, services, or programs, Contractor shall implement Department's
policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency
syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,
Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its
related conditions, including AIDS, in accordance with the Tex. Health&Safety Code § 85.112-114.
A link to the Model Workplace Guidelines can be found at
http://www.dshs.state.tx.1.1s/hivstdipoliolpolicies.slitm.
ARTICLE IX REQUIRED DISCLOSURES
Section 9.01 Texas Public Information Act.
Notwithstanding any provision in this Contract to the contrary,the Department will comply with the
Texas Public Information Act,Texas Government Code, Chapter 552,as interpreted by judicial
opinions and the opinions of the Attorney General of the State of Texas. If Contractor is not a state
agency, institution of higher education or other governmental entity,then Contractor is required to
make any information created or exchanged with the state pursuant to a contract,which is not
otherwise excepted from disclosure under the Texas Public Information Act,available in a format
that is accessible by the public at no additional charge to the state.
ARTICLE X RECORDS RETENTION
Section 10.01 Retention.
Contractor shall retain and preserve records in accordance with applicable state and federal statutes,
rules and regulations. At a minimum, Contractor shall retain and preserve all other records, including
financial records that are generated or collected by Contractor under the provisions of this Contract,
for a period of four(4)years after the termination of this Contract. If services are funded through
Medicaid,the federal retention period, if more than four(4)years,will apply. Contractor shall retain
all records pertaining to this Contract that are the subject of litigation or an audit until the litigation
has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor
may extend beyond the retention schedules established in this section. Contractor shall retain
medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b) and(c)or other
applicable statutes,rules and regulations governing medical information. Contractor shall include
this provision concerning records retention in any subcontract it awards. If Contractor ceases
business operations, it shall ensure that records relating to this Contract are securely stored and are
accessible by the Department upon Department's request for at least four(4)years from the date
Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor
shall provide,and update as necessary,the name and address of the party responsible for storage of
records to the contract manager assigned to the Program Attachment.
General Provisions(Core Subrecipient) 2015 (July 1,2014) 20
ARTICLE XI ACCESS,INSPECTION AND AUDIT OF RECORDS
Section 11.01 Access and Inspection.
In addition to any right of access arising by operation of law, Contractor, and any of Contractor's
affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly
authorized representatives,as well as duly authorized federal, state or local authorities, including the
Comptroller General of the United States,OIG, and the State Auditor's Office(SAO),unrestricted
access to and the right to examine any site where business is conducted or client services are
performed,and all records(including financial records,client and patient records, if any, and
Contractor's personnel records and governing body personnel records),books,papers or documents
related to this Contract; and the right to interview members of Contractor's governing body,staff,
volunteers,participants and clients concerning the Contract, Contractor's business and client services.
If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,
Contractor shall produce original documents related to this Contract. The Department and HHSC
will have the right to audit billings both before and after payment,and all documentation that
substantiates the billings. Contractor shall make available to the Department information collected,
assembled or maintained by Contractor relative to this Contract for the Department to respond to
requests that it receives under the Public Information Act. Contractor shall include this provision
concerning the right of access to,and examination of, sites and information related to this Contract in
any subcontract it awards.
Section 11.02 State Auditor's Office.
Contractor shall,upon request,make all records,books,papers,documents,or recordings related to
this Contract available for inspection,audit,or reproduction during normal business hours to any
authorized representative of the SAO. Contractor understands that the acceptance of funds under this
Contract acts as acceptance of the authority of the SAO, or any successor agency,to conduct an audit
or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its
successor in the conduct of the audit or investigation, including providing all records requested,and
providing access to any information the SAO considers relevant to the investigation or audit. The
SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its
subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit
and the requirement to cooperate, in any subcontract Contractor awards.
Section 11.03 Responding to Deficiencies.
Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during
an inspection of Contractor's site(s) will be conveyed in writing to Contractor. Contractor shall
submit,by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection,
program or management review or financial audit to the satisfaction of DSHS or, if directed by
DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either
an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions
under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions.
General Provisions(Core Subrecipient)2015(July 1,2014) 21
ARTICLE XII NOTICE REQUIREMENTS
Section 12.01 Child Abuse Reporting Requirement.
This section applies to mental health and substance abuse contractors and contractors for the
following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases
(HIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child
Health;and Women, Infants and Children(WIC)Nutrition Services. Contractor shall comply with
child abuse reporting guidelines and requirements in Tex.Fam. Code Chapter 261 relating to
investigations of reports of child abuse and neglect. Contractor shall develop,implement and enforce
a written policy that includes at a minimum the Department's Child Abuse Screening,Documenting,
and Reporting Policy for Contractors/Providers and train all staff on reporting requirements.
Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at
www.dshs.state.tx.us/childabusereportina. Contractor shall retain reporting documentation on site
and make it available for inspection by DSHS.
Section 12.02 Significant Incidents.
In addition to notifying the appropriate authorities, Contractor shall report to the contract manager
assigned to the Program Attachment significant incidents involving substantial disruption of
Contractor's program operation,or affecting or potentially affecting the health, safety or welfare of
Department-funded clients or participants within seventy-two (72)hours of discovery.
Section 12.03 Litigation.
Contractor shall notify the contract manager assigned to the Program Attachment of litigation related
to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of
becoming aware of such a proceeding. This includes,but is not limited to an action, suit or
proceeding before any court or governmental body, including environmental and civil rights matters,
professional liability, and employee litigation. Notification must include the names of the parties,
nature of the litigation and remedy sought, including amount of damages, if any.
Section 12.04 Contract or License Action Against the Contractor.
Contractor shall notify the contract manager assigned to the Contract if Contractor has had a contract
suspended or terminated for cause by any local, state or federal department or agency or nonprofit
entity within three(3)working days of the suspension or termination. Such notification must include
the reason for such action;the name and contact information of the local, state or federal department
or agency or entity;the date of the contract;the date of the suspension or termination; and the
contract or case reference number. If Contractor, as an organization, has surrendered its license or
has had its license suspended or revoked by any local, state or federal department or agency or non-
profit entity, it shall disclose this information within three (3)working days of the surrender,
suspension or revocation to the contract manager assigned to the Program Attachment by submitting
a one-page description that includes the reason(s) for such action;the name and contact information
of the local, state or federal department or agency or entity;the date of the license action;and a
license or case reference number.
General Provisions(Core Subrecipient)2015 (July 1,2014) 22
Section 12.05 Insolvency.
Contractor shall notify in writing the contract manager assigned to the Program Attachment of
Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue
Service(IRS)or Texas Workforce Commission(TWC)within three (3)working days of the date of
determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an
unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager
assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)
working days of such action by Contractor's governing body.
Section 12.06 Misuse of Funds and Performance Malfeasance.
Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge
of debarment, suspected fraud,program abuse,possible illegal expenditures, unlawful activity,or
violation of financial laws,rules,policies,and procedures related to performance under this Contract.
Contractor shall make such report no later than three(3)working days from the date that Contractor
has knowledge or reason to believe such activity has taken place.Additionally, if this Contract is
federally funded by the Department of Health and Human Services(HHS), Contractor shall report
any credible evidence that a principal,employee, subcontractor or agent of Contractor,or any other
person,has submitted a false claim under the False Claims Act or has committed a criminal or civil
violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct
involving those funds. Contractor shall make this report to the SAO at http:/isao.fraud.state.tx.us,
and to the HHS Office of Inspector General at http:/! vvvv.oi$.1.hhs.govifi and/hotline/no later than
three(3)working days from the date that Contractor has knowledge or reason to believe such activity
has taken place.
Section 12.07 Criminal Activity and Disciplinary Action.
Contractor affirms that no person who has an ownership or controlling interest in the organization or
who is an agent or managing employee of the organization has been placed on community
supervision,received deferred adjudication,is presently indicted for or has been convicted of a
criminal offense related to any financial matter,federal or state program or felony sex crime.
Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has
reason to believe Contractor, or a person with ownership or controlling interest in the organization or
who is an agent or managing employee of the organization,an employee or volunteer of Contractor,
or a subcontractor providing services under this Contract has engaged in any activity that would
constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would
reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has
been placed on community supervision,received deferred adjudication,or been indicted for or
convicted of a criminal offense relating to involvement in any financial matter,federal or state
program or felony sex crime. Contractor shall make the reports required by this section no later than
three(3) working days from the date that Contractor has knowledge or reason to believe such activity
has taken place. Contractor shall not permit any person who engaged,or was alleged to have
engaged, in an activity subject to reporting under this section to perform direct client services or have
direct contact with clients,unless otherwise directed by DSHS.
General Provisions(Core Subrecipient)2015 (July 1,2014) 23
Section 12.08 Retaliation Prohibited.
Contractor shall not retaliate against any person who reports a violation of, or cooperates with an
investigation regarding, any applicable law, rule,regulation or standard to the Department,another
state agency,or any federal, state or local law enforcement official.
Section 12.09 Documentation.
Contractor shall maintain appropriate documentation of all notices required under these General
Provisions.
ARTICLE XIII ASSURANCES AND CERTIFICATIONS
Section 13.01 Certification.
Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state
assistance programs;
b) neither it,nor its principals,are presently debarred, suspended,proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),
45 CFR Part 76(or comparable federal regulations);
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to
a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the
balance of a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an agent
or managing employee of Contractor has been convicted of a criminal offense related to
involvement in any program established under Medicare,Medicaid,or a federal block grant;
g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has
been convicted of or had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain,or performing a private or
public(federal, state or local)transaction or contract under a private or public transaction,
violation of federal or state antitrust statutes(including those proscribing price-fixing between
competitors,allocation of customers between competitors and bid-rigging), or commission of
embezzlement,theft,forgery, bribery, falsification or destruction of records,making false
statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any
other offense indicating a lack of business integrity or business honesty that seriously and
directly affects the present responsibility of Contactor or its principals;
h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by
a governmental entity(federal, state or local)with the commission of any of the offenses
enumerated in subsection g)of this section; and
i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one
or more public transaction(federal,state or local)terminated for cause or default.
General Provisions (Core Subrecipient)2015 (July 1,2014) 24
Contractor shall include the certifications in this Article in all subcontracts and solicitations for
subcontracts. Where Contractor is unable to certify to any of the statements in this Article,
Contractor shall submit an explanation to the contract manager assigned to the Program Attachment.
If Contractor's status with respect to the items certified in this Article changes during the term of this
Contract, Contractor shall immediately notify the contract manager assigned to the Program
Attachment.
Section 13.02 Child Support Delinquencies.
As required by Tex.Fam. Code §231.006,a child support obligor who is more than thirty(30)
calendar days delinquent in paying child support and a business entity in which the obligor is a sole
proprietor,partner, shareholder,or owner with an ownership interest of at least twenty-five percent
(25%) is not eligible to receive payments from state funds under a contract to provide property,
materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain
its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the
payments specified in this Contract,and acknowledges that this Contract may be terminated and
payment may be withheld if this certification is inaccurate.
Section 13.03 Authorization.
Contractor certifies that it possesses legal authority to contract for the services described in this
Contract and,if applicable,that a resolution, motion or similar action has been duly adopted or
passed as an official act of Contractor's governing body,authorizing the binding of the organization
under this Contract including all understandings and assurances contained in this Contract,and
directing and authorizing the person identified as the authorized representative of Contractor to act in
connection with this Contract and to provide such additional information as may be required.
Section 13.04 Gifts and Benefits Prohibited.
Contractor certifies that it has not given, offered to give,nor intends to give at any time hereafter,any
economic opportunity,present or future employment, gift, loan,gratuity, special discount,trip,favor,
service or anything of monetary value to a DSHS or HHSC official or employee in connection with
this Contract.
Section 13.05 Ineligibility to Receive the Contract.
(a)Pursuant to Tex. Gov. Code § 2155.004 and federal law, Contractor is ineligible to receive this
Contract if this Contract includes financial participation by a person who received compensation from
DSHS to participate in developing,drafting or preparing the specifications, requirements,
statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies
that neither Contractor,nor its employees,nor anyone acting for Contractor has received
compensation from DSHS for participation in the development,drafting or preparation of
specifications,requirements or statement(s)of work for this Contract or in the Solicitation Document
on which this Contract is based; (b)pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053,
Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial
General Provisions(Core Subrecipient)2015 (July 1,2014) 25
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 goverment 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 13.06 Antitrust.
Pursuant to 15 USC § 1,et seq. and Tex. Bus. & Comm. Code § 15.01,et seq.Contractor certifies
that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or
federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or
any other person engaged in Contractor's line of business for the purpose of substantially lessening
competition in such line of business.
Section 13.07 Initiation and Completion of Work.
Contractor certifies that it shall initiate and complete the work under this Contract within the
applicable time frame prescribed in this Contract.
ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 14.01 Responsibilities and Restrictions Concerning Governing Body, Officers and
Employees.
Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and
programmatic management of the organization. This provision applies to all organizations, including
Section 501(c)(3)organizations as defined in the Internal Revenue Service Code as not-for-profit
organizations. Each member of Contractor's governing body shall be accountable for all funds and
materials received from Department. The responsibility of Contractor's governing body shall also
include accountability for compliance with Department Rules,policies,procedures,and applicable
federal and state laws and regulations; and correction of fiscal and program deficiencies identified
through self-evaluation and Department's monitoring processes. Further, Contractor's governing
body shall ensure separation of powers, duties, and functions of governing body members and staff.
Staff members, including the executive director, shall not serve as voting members of Contractor's
governing body. No member of Contractor's governing body, or officer or employee of Contractor
shall vote for, confirm or act to influence the employment, compensation or change in status of any
person related within the second degree of affinity or the third degree of consanguinity(as defined in
Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee
authorized to employ or supervise such person. This prohibition does not prohibit the continued
employment of a person who has been continuously employed for a period of two(2)years prior to
the election, appointment or employment of the officer,employee,or governing body member related
to such person in the prohibited degree. These restrictions also apply to the governing body, officers
and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other
General Provisions(Core Subrecipient)2015 (July 1,2014) 26
requirements contained or referred to in this Contract will not constitute a defense or basis for
waiving or appealing such provisions or requirements.
Section 14.02 Management and Control Systems.
Contractor shall comply with all the requirements of the Department's Contractor's Financial
Procedures Manual, and any of its subsequent amendments,which is available at the Department's
web site ' d s ;i;' {� '! =t ''- Contractor shall maintain an appropriate
contract administration system to ensure that all terms, conditions,and specifications are met during
the term of the contract through the completion of the closeout procedures. Contractor shall develop,
implement,and maintain financial management and control systems that meet or exceed the
requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial
Procedures Manual. Those requirements and procedures include,at a minimum,the following:
a) financial planning, including the development of budgets that adequately reflect all functions
and resources necessary to carry out authorized activities and the adequate determination of
costs;
b) financial management systems that include accurate accounting records that are accessible
and identify the source and application of funds provided under each Program Attachment of
this Contract, and original source documentation substantiating that costs are specifically and
solely allocable to a Program Attachment and are traceable from the transaction to the general
ledger; and
c) effective internal and budgetary controls; comparison of actual costs to budget; determination
of reasonableness, allowableness, and allocability of costs;timely and appropriate audits and
resolution of any findings; billing and collection policies;and a mechanism capable of billing
and making reasonable efforts to collect from clients and third parties.
Section 14.03 Insurance.
Contractor shall maintain insurance or other means of repairing or replacing assets purchased with
Department funds. Contractor shall repair or replace with comparable equipment any such
equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured
equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify
the contract manager assigned to the Program Attachment to obtain instructions whether to submit
and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment
or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS.
Section 14.04 Fidelity Bond.
For the benefit of DSHS, Contractor is required to carry a fidelity bond or insurance coverage equal
to the amount of funding provided under this Contract up to $100,000 that covers each employee of
Contractor handling funds under this Contract, including person(s)authorizing payment of such
funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)
any fraudulent or dishonest act or acts committed by any of Contractor's employees, either
individually or in concert with others, and/or(2) failure of Contractor or any of its employees to
perform faithfully his/her duties or to account properly for all monies and property received by virtue
of his/her position or employment. The bond or insurance acquired under this section must include
General Provisions(Core Subrecipient)2015 (July 1,2014) 27
coverage for third party property. Contractor shall notify, and obtain prior approval from,the DSHS
Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance.
Section 14.05 Liability Coverage.
For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred
to in Tex. Gov. Code § 2261.102, as"director and officer liability coverage"or similar coverage for
all persons in management or governing positions within Contractor's organization or with
management or governing authority over Contractor's organization(collectively"responsible
persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and
shall submit copies of policies to DSHS upon request. This section applies to entities that are
organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit
corporations organized under the Texas Business Corporations Act; and any other legal entity.
Contractor shall maintain liability insurance coverage in an amount not less than the total value of
this Contract and that is sufficient to protect the interests of Department in the event an actionable act
or omission by a responsible person damages Department's interests. Contractor shall notify, and
obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim
on the insurance.
Section 14.06 Overtime Compensation.
Except as provided in this section, Contractor shall be responsible for any obligations of premium
overtime pay due employees. Premium overtime pay is defined as any compensation paid to an
individual in addition to the employee's normal rate of pay for hours worked in excess of normal
working hours. Funds provided under this Contract may be used to pay the premium portion of
overtime only under the following conditions: 1) with the prior written approval of DSHS; 2)
temporarily, in the case of an emergency or an occasional operational bottleneck; 3)when employees
are performing indirect functions, such as administration,maintenance, or accounting; 4) in
performance of tests, laboratory procedures, or similar operations that are continuous in nature and
cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will
result.
Section 14.07 Program Site.
Contractor shall provide services only in locations that are in compliance with all applicable local,
state and federal zoning,building, health, fire, and safety standards.
Section 14.08 Cost Allocation Plan.
Contractor shall submit a Cost Allocation Plan in the format provided in the Department's
Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support
Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347,or by email to
mailto:coscap;l:dshs.state.tx.us no later than the 60th 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
General Provisions(Core Subrecipient)2015 (July 1,2014) 28
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
-s- Us contrat:h.cipm ,t1 r:
Section 14.09 No Endorsement.
Other than stating the fact that Contractor has a contract with DSHS,Contractor and its
subcontractors are prohibited from publicizing the contractual relationship between Contractor and
DSHS,and from using the Department's name, logo or website link in any manner that is intended,
or that could be perceived, as an endorsement or sponsorship by DSHS or the State of Texas of
Contractor's organization, program, services or product, without the express written consent of
DSHS.
Section 14.10 Historically Underutilized Businesses(HUBs).
If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is
permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to
consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex.
Admin. Code § 20.10 et seq. Contractors may obtain a list of HUBs at
http.� Vv� .w ind°v`, r.:.tis r�7km2 hilts If Contractor has filed a HUB subcontracting
plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in
the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the
revised plan before proposed changes will be effective under this Contract. Contractor shall make a
good faith effort to subcontract with HUBs during the performance of this Contract and shall report
HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for
the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin. Code §
20.16(b).
Section 14.11 Buy Texas.
Contractor shall purchase products and materials produced in Texas when the products and materials
are available at a price and time comparable to products and materials produced outside of Texas as
required by Tex. Gov. Code § 2155.4441.
Section 14.12 Contracts with Subrecipient and Vendor Subcontractors.
Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise
prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement
equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor
shall establish written policies and procedures for competitive procurement and monitoring of
subcontracts and shall produce a subcontracting monitoring plan.Contractor shall monitor
subrecipient subcontractors for both financial and programmatic performance and shall maintain
pertinent records that must be available for inspection by DSHS. Contractor shall ensure that
subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules,
and regulations and by the provisions of this Contract.
Contracts with all subcontractors, whether vendor or subrecipient,must be in writing and include the
following:
a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN)
or Employee Identification Number(EIN);
General Provisions(Core Subrecipient) 2015 (July 1,2014) 29
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 14.13 Status of Subcontractors.
Contractor shall require all subcontractors to certify that they are not delinquent on any repayment
agreements;have not had a required license or certification revoked; and have not had a contract
terminated by the Department. Contractors shall further require that subcontractors certify that they
have not voluntarily surrendered within the past three(3)years any license issued by the Department.
Section 14.14 Incorporation of Terms in Subrecipient Subcontracts.
Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for
subrecipient subcontracts,without modification(except as required to make applicable to the
subcontractor), (1)the certifications stated in the Assurances and Certifications Article; (2)the
requirements in the Conflicts of Interest section and the Transaction Between Related Parties section
of the General Terms Article; and(3)a provision granting to DSHS, SAO, OIG,and the Comptroller
General of the United States,and any of their representatives, the right of access to inspect the work
and the premises on which any work is performed, and the right to audit the subcontractor in
accordance with the Access and Inspection Article in these General Provisions.Each subrecipient
subcontract contract must also include a copy of these General Provisions and a copy of the
Statement of Work and any other provisions in the Program Attachment(s) applicable to the
subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors
incorporate the terms of this Contract so that all terms,conditions,provisions,requirements, duties
and liabilities under this Contract applicable to the services provided or activities conducted by a
subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of
contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to
any of the statements in Section 14.13 or any of the certifications stated in the Assurances and
Certifications Article, Contractor shall submit an explanation to the contract manager assigned to the
Program Attachment. If the subcontractor's status with respect to the items certified in Section 14.13
or the assurances stated in the Assurances and Certifications Article changes during the term of this
Contract, Contractor shall immediately notify the contract manager assigned to the Program
Attachment.
Section 14.15 Independent Contractor.
Contractor is an independent contractor. Contractor shall direct and be responsible for the
performance of its employees,subcontractors,joint venture participants or agents. Contractor is not
General Provisions(Core Subrecipient)2015 (July 1,2014) 30
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 14.16 Authority to Bind.
The person or persons signing this Contract on behalf of Contractor, or representing themselves as
signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly
authorized by Contractor to execute this Contract for Contractor and to validly and legally bind
Contractor to all of its terms.
Section 14.17 Tax Liability.
Contractor shall comply with all state and federal tax laws and is solely responsible for filing all
required state and federal tax forms and making all tax payments. If the Department discovers that
Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to
remedies and sanctions under this Contract, including immediate termination at the Department's
discretion. If the Contract is terminated under this section,the Department will not enter into a
contract with Contractor for three (3) years from the date of termination.
Section 14.18 Notice of Organizational Change.
Contractor shall submit written notice to the contract manager assigned to the Program Attachment
within ten (10)business days of any change to the Contractor's name;contact information; key
personnel, officer, director or partner; organizational structure, such as merger, acquisition or change
in form of business; legal standing; or authority to do business in'Texas. A change in Contractor's
name and certain changes in organizational structure require an amendment to this Contract in
accordance with the Amendments section of these General Provisions.
Section 14.19 Quality Management.
Contractor shall comply with quality management requirements as directed by the Department.
Section 14.20 Equipment.
Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of
more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all
equipment, and report the inventory on the Contractors Property Inventory Form as required under
Section 14.23. Contractor shall initiate the purchase of all equipment approved in writing by DSHS,
in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely
initiate the purchase of equipment may result in the loss of availability of funds for the purchase of
equipment. Requests to purchase previously approved equipment after the first quarter of the
Program Attachment must be submitted to the contract manager assigned to the Program Attachment.
Section 14.21 Supplies.
Supplies are defined as consumable items necessary to carry out the services under this Contract
including medical supplies, drugs,janitorial supplies, office supplies,patient educational supplies,
software, and any items of tangible personal property other than those defined as equipment above.
Tangible personal property includes controlled assets, including firearms, regardless of the
acquisition cost, and the following assets with an acquisition cost of$500 or more, but less than
General Provisions(Core Subrecipient)2015 (July 1,2014) 31
$5,000: desktop and laptop computers (including notebooks,tablets and similar devices). non-
portable printers and copiers, emergency management equipment, communication devices and
systems, medical and laboratory equipment, and media equipment are also considered Supplies.Prior
approval by DSHS of the purchase of controlled assets is not required. but such purchases must be
reported on the Contractors Property Inventory Form as detailed under Section 14.23.
Section 14.22 Changes to Equipment List.
All items of equipment to be purchased with funds under this Contract must be itemized in
Contractor's equipment list as finally approved by the Department in the executed Contract. Any
changes to the approved equipment list in the executed Contract must be approved in writing by
Department prior to the purchase of equipment. Contractor shall submit to the contract manager
assigned to the Program Attachment, a written description including complete product specifications
and need justification prior to purchasing any item of unapproved equipment. If approved,
Department will acknowledge its approval by means of a written amendment or by written
acceptance of Contractor's Contract Revision Request, as appropriate; or, in the case of minor
changes to Contractor's approved equipment list, by email in accordance with the Contractor's
Financial Procedures Manual.
Section 14.23 Property Inventory and Protection of Assets.
Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and
property described in the Other Intangible Property section of Article XV and submit an annual
cumulative report of the equipment and other property on Contractor's Property Inventory Report to
the Department's Contract Oversight and Support Section, Mail Code 1326,P.O. Box 149347,
Austin, Texas 78714-9347,no later than October 15th of each year. The report is located on the
DSHS website at hup: \'\\' dlshs.si 11C,1 .115'COIllracts." Contractor shall maintain,repair,
and protect assets under this Contract to assure their full availability and usefulness. If Contractor is
indemnified, reimbursed, or otherwise compensated for any loss of,destruction of, or damage to the
assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace
those assets.
Section 14.24 Bankruptcy.
In the event of bankruptcy, Contractor shall sever Department property,equipment, and supplies in
possession of Contractor from the bankruptcy, and title must revert to Department. If directed by
DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall
ensure that its subcontracts, if any, contain a specific provision requiring that in the event the
subcontractor's bankruptcy,the subcontractor must sever Department property, equipment, and
supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,
who may require that the property, equipment and supplies be returned to DSHS.
Section 14.25 Title to Property.
At the conclusion of the contractual relationship between the Department and Contractor, for any
reason, title to any remaining equipment and supplies purchased with funds under this Contract
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.
General Provisions(Core Subrecipient)2015 (July 1,2014) 32
Section 14.26 Property Acquisitions.
Department funds must not be used to purchase buildings or real property. Any costs related to the
initial acquisition of the buildings or real property are not allowable.
Section 14.27 Disposition of Property>
Contractor shall follow the procedures in the American Hospital Association's (AHA's)"Estimated
Useful Lives of Depreciable Hospital Assets" in disposing,at any time during or after the Contract
term, of equipment purchased with the Department funds, except when federal or state statutory
requirements supersede or when the equipment requires licensure or registration by the state,or when
the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not
listed in the AHA reference(other than equipment that requires licensure or registration or that has an
acquisition cost equal to or greater than $5,000)will be controlled by the requirements of UGMS. If,
prior to the end of the useful life, any item of equipment is no longer needed to perform services
under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or
had an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval
and instructions in writing from the contract manager assigned to the Program Attachment. After an
item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in
accordance with Generally Accepted Accounting Principles, and any applicable federal guidance.
Section 14.28 Closeout of Equipment.
At the end of the term of a Program Attachment that has no additional renewals or that will not be
renewed (Closeout) or when a Program Attachment is otherwise terminated, Contractor shall submit
to the contract manager assigned to the Program Attachment, an inventory of equipment purchased
with Department funds and request disposition instructions for such equipment. All equipment
purchased with Department funds must be secured by Contractor at the time of Closeout or
termination of the Program Attachment and must be disposed of according to the Department's
disposition instructions, which may include return of the equipment to DSHS or transfer of
possession to another DSHS contractor, at Contractor's expense.
Section 14.29 Assets as Collateral Prohibited.
Contractors on a cost reimbursement payment method shall not encumber equipment purchased with
Department funds without prior written approval from the Department.
ARTICLE XV GENERAL TERMS
Section 15.01 Assignment.
Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, or in any
equipment purchased with funds from this Contract,without the prior written consent of the
Department.
Section 15.02 Lobbying.
Contractor shall comply with Tex. Gov. Code § 556.0055,which prohibits contractors who receive
state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds
paid under this Contract, either directly or indirectly,to support the enactment, repeal,modification,
or adoption of any law, regulation or policy at any level of government, or to pay the salary or
General Provisions(Core Subrecipient)2015 (July 1, 2014) 33
expenses of any person related to any activity designed to influence legislation, regulation, policy or
appropriations pending before Congress or the state legislature, or for influencing or attempting to
influence an officer or employee of any federal or state agency, a member of Congress, an officer or
employee of Congress,or an employee of a member of Congress in connection with the awarding of
any contract or the extension, continuation, renewal, amendment, or modification of any contract(31
USC § 1352 and UGMS). If at any time this Contract exceeds $100,000 of federal funds, Contractor
shall file with the contract manager assigned to the Program Attachment a declaration containing the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts
on behalf of Contractor in connection with this Contract,a certification that none of the funds
provided by Department have been or will be used for payment to lobbyists,and disclosure of the
names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall
file the declaration,certification, and disclosure at the time of application for this Contract;upon
execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure
form in connection with the award; and at the end of each calendar quarter in which any event occurs
that materially affects the accuracy of the information contained in any declaration,certification,or
disclosure previously filed. Contractor shall require any person who requests or receives a
subcontract to file the same declaration,certification,and disclosure with the contract manager
assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying
restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;
2 CFR Part 225 (A-87)Appendix B section-24; 2 CFR §215.27(A-110)and 2 CFR Part 220(A-21)
Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts.
Section 15.03 Conflict of Interest.
Contractor represents to the Department that it and its -subcontractors, if any,do not have nor shall
Contractor or its subcontractors knowingly acquire or retain, any financial or other interest that would
conflict in any manner with the performance of their obligations under this Contract. Potential
conflicts of interest include,but are not limited to, an existing or potential business or personal
relationship between Contractor(or subcontractor), its principal(or a member of the principal's
immediate family),or any affiliate or subcontractor and the Department or HHSC,their
commissioners or employees,or any other entity or person involved in any way in any project that is
the subject of this Contract. Contractor shall establish safeguards to prohibit employees and
subcontractors and their employees from using their positions for a purpose that constitutes or
presents the appearance of personal or organizational conflict of interest or personal gain. If, at any
time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest
or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to
the contract manager assigned to the Program Attachment within ten(10)days of when Contractor
becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require
each of its subcontractors to report to Contractor any conflict of interest or potential conflict of
interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes
aware of the actual or potential conflict of interest.
Section 15.04 Transactions Between Related Parties.
Contractor shall identify and report to DSHS any transactions between Contractor and a related party
that is part of the work that the Department is purchasing under this Contract before entering into the
transaction or immediately upon discovery. A related party is a person or entity related to Contractor
by blood or marriage, common ownership or any association that permits either to significantly
General Provisions(Core Subrecipient)2015 (July 1,2014) 34
influence or direct the actions or policies of the other. Contractor,for purposes of reporting
transactions between related parties, includes the entity contracting with the Department under this
Contract as well as the chief executive officer,chief financial officer and program director of
Contractor. Contractor shall submit to the contract manager assigned to the Program Attachment the
name,address and telephone number of the related party,how the party is related to Contractor and
the work the related party will perform under this Contract. Contractor shall comply with Tex. Gov.
Code Chapter 573. Contractor shall maintain records and supply any additional information
requested by the Department,regarding a transaction between related parties,needed to enable the
Department to determine the appropriateness of the transaction pursuant to applicable state or federal
law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§
215.42,and UGMS.
Section 15.05 Intellectual Property.
Tex.Health&Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a
result of this Contract.
a) "Intellectual property"means created property that may be protected under copyright,patent,
or trademark/service mark law.
b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially
ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS
owns works made for hire unless it agrees otherwise by contract. To the extent that title and
interest to any such work may not, by operation of law,vest in DSHS,or such work may not
be considered a work made for hire,Contractor irrevocably assigns the rights,title and
interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all
patents,copyrights,registrations or other such protections as may be appropriate to the subject
matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of
Texas,as well as any person designated by DSHS and the State of Texas;all assistance
required to perfect the rights defined herein without charge or expense beyond those amounts
payable to Contractor for goods provided or services rendered under this Contract.
c) If federal funds are used to finance activities supported by this Contract that result in the
production of intellectual property,the federal awarding agency reserves a royalty-free,
nonexclusive, and irrevocable license to reproduce,publish,or otherwise use,and to authorize
others to use,for federal government purposes (1)the copyright in any intellectual property
developed under this Contract, including any subcontract;and(2)any rights of copyright to
which a Contractor purchases ownership with contract funds. Contractor shall place an
acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate,
on any publication written or published with such support and, if feasible, on any publication
reporting the results of or describing a grant-supported activity. An acknowledgment must be
to the effect that"This publication was made possible by grant number from(federal
awarding agency)"or"The project described was supported by grant number from
(federal awarding 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
General Provisions(Core Subrecipient)2015 (July 1,2014) 35
of matter; products; technology; scientific information; trade secrets;and computer software,
in any work developed under a grant, subgrant,or contract under a grant or subgrant; and(2)
any rights of copyright,service or trademarks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e) If the results of the contract performance are subject to copyright law, Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the contract manager assigned to the Program
Attachment.
Section 15.06 Other Intangible Property.
At the conclusion of the contractual relationship between Department and Contractor, for any reason,
Department shall have the sole ownership rights and interest in all non-copyrightable intangible
property that was developed, produced or obtained by Contractor as a specific requirement under this
Contract or under any grant that funds this Contract, such as domain names, URLs, software licenses
with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible
property. Contractor shall cooperate with Department and perform all actions necessary to transfer
ownership of such property to the Department or its designee, or otherwise affirm Department's
ownership rights and interest in such property. This provision will survive the termination or
expiration of this Contract.
Section 15.07 Severability and Ambiguity.
If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision
will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all
other provisions will continue. The Parties represent and agree that the language contained in this
Contract is to be construed as jointly drafted,proposed and accepted.
Section 15.08 Legal Notice.
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 15.09 Successors.
This Contract will be binding upon the Parties and their successors and assignees, except as expressly
provided in this Contract.
Section 15.10 Headings.
The articles and section headings used in this Contract are for convenience of reference only and will
not be construed in any way to define, limit or describe the scope or intent of any provisions.
Section 15.11 Parties.
The Parties represent to each other that they are entities fully familiar with transactions of the kind
reflected by the contract documents, and are capable of understanding the terminology and meaning
of their terms and conditions and of obtaining independent legal advice pertaining to this Contract.
General Provisions(Core Subrecipient)2015 (July 1,2014) 36
Section .$5,i 2 Survivability of Terms.
Termination or expiration of this Contract or a Program Attachment for any reason will not release
either Party from any liabilities or obligations in this Contract that(a)the Parties have expressly
agreed will survive any such termination or expiration,or(b) remain to be performed or(c) by their
nature would be intended to be applicable following any such termination or expiration.
Section 15.13 'I bred Operation.
At the Department's discretion,the Department may temporarily assume operations of a Contractor's
program or programs funded under this Contract when the continued operation of the program by
Contractor puts at risk the health or safety of clients and/or participants served by Contractor.
Section 15.14 Customer Service Information.
If requested,Contractor shall supply such information as required by the Department to comply with
the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys.
Section 15.15 Amendment.
The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this
Contract without the written agreement of Contractor. All other amendments to this Contract must be
in writing and agreed to by both Parties,except as otherwise specified in the Contractor's
Notification of Change to Certain Contract Provisions section or the Contractor's Request for
Revision to Certain Contract Provisions section of this Article. Contractor's request for certain
budget revisions or other amendments must be submitted in writing,including a justification for the
request,to the contract manager assigned to the Program Attachment;and if a budget revision or
amendment is requested during the last quarter of the Contract or Program Attachment term,as
applicable,Contractor's written justification must include a reason for the delay in making the
request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as
otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay
for the performance or production of,different or additional goods, services,work or products except
pursuant to an amendment of this Contract that is executed in compliance with this section;and
DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or
otherwise in compliance with this Article.
Section 15.16 Contractor's Notification of Change to Certain Contract Provisions.
The following changes may be made to this Contract without a written amendment or the
Department's prior approval:
a) contractor's contact person and contact information;
b) contact information for key personnel, as stated in Contractor's response to the Solicitation
Document,if any;
c) cumulative budget transfers that exceed 25%among direct cost categories, other than the
equipment category,of cost reimbursement contract Program Attachments of less than
$100,000,provided that the total budget amount is unchanged(This subsection does not apply
to contracts funded by funding sources that have different percentage requirements);
d) minor corrections or clarifications to the Contract language that in no way alter the scope of
work, objectives or performance measures; and
General Provisions(Core Subrecipient)2015 (July 1,2014) 37
e) a change in Contractor's share of the budget concerning non-DSHS funding other than
program income and match,regardless of the amount of the change,provided that in changing
the budget, Contractor is not supplanting DSHS funds.
Contractor within ten(10) calendar days shall notify in writing the contract manager assigned to the
Program Attachment of any change enumerated in this section, but the contract will not be amended.
The notification may be by letter, fax or email. Except for contracts funded by funding sources that
have different percentage requirements, cumulative budget line item transfers of 25%or less among
direct cost categories,other than equipment, of cost reimbursement contracts of any amount do not
require written amendment or prior approval or notification.
Section 15.17 Contractor's Request for Revision of Certain Contract Provisions.
A Contractor's Revision Request is an alternative method for amending certain specified provisions
of this Contract that is initiated by Contractor,but must be approved by DSHS. The following
amendments to this Contract may be made through a Contractor's Revision Request,rather than
through the amendment process described in the Amendment section of this Article:
a) cumulative budget transfers among direct cost categories,other than the equipment category,
that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget
amount is unchanged(This subsection does not apply to contracts funded by funding sources
that have different percentage requirements);
b) budget transfer to other categories of funds for direct payment to trainees for training
allowances;
c) change in clinic hours or location;
d) change in the equipment list substituting an item of equipment equivalent to an item of
equipment on the approved budget;
e) changes in the equipment category of a previously approved equipment budget;
f) changes specified in applicable OMB Circular cost principles as requiring prior approval,
regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership
fees; and
g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of
any Program Attachment,provided that the total budget amount is unchanged(cumulative
transfers from or to the equipment category that equal or exceed 10%of any Program
Attachment require an amendment to this Contract as described in the Amendment section of
this Article).
In order to request a revision of any of the enumerated provisions,Contractor shall request the change
in writing from their assigned contract manager. A separate Contractor Revision Request is required
for each Program Attachment to be revised. Circumstances of a requested contract revision may
indicate the need for an amendment described in the Amendment section of this Article rather than a
contract revision amendment under this section.
Section 15.18 Immunity Not Waived.
The Parties expressly agree that no provision of this contract is in any intended to constitute a waiver
by Department or the State of Texas of any immunities from suit or from liability that Department or
the State of Texas may have by operation of law.
General Provisions(Core Subrecipient)2015 (July 1,2014) 38
Section 15.19 Hold Harmless and Indemnification.
Contractor, as an independent contractor, agrees to hold Department,the State of Texas, individual
state employees and officers,and the federal government harmless and to indemnify them from any
and all liability, suits, claims, losses,damages and judgments;and to pay all costs, fees,and damages
to the extent that such costs,fees, and damages arise from performance or nonperformance of
Contractor, its employees, subcontractors,joint venture participants or agents under this Contract.
Section 15.20 Waiver.
Acceptance by either Party of partial performance or failure to complain of any action,non-action or
default under this Contract will not constitute a waiver of either Party's rights under this Contract.
Section 15.21 Electronic and Information Resources Accessibility and Security Standards.
(a)This section applies if the Contract requires the Contractor to procure or develop Electronic and
Information Resources(EIR)for DSHS,or to change any of DSHS'EIR. This section also applies if
the Contract requires the Contractor to perform a service or supply goods that include EIR that(i)
DSHS employees are required to use or permitted access to; or(ii)Members of the public are
required or permitted to access. This section does not apply to incidental uses of EIR in the
performance of a contract,unless the parties agree that the EIR will become property of the state or
will be used by DSHS clients after completion of the Contract.
Nothing in this section is intended to prescribe the use of particular designs or technologies or to
prevent the use of alternative technologies,provided they result in substantially equivalent or greater
access to and use of a product/service.
(b) Definitions.
1. "Accessibility Standards"means the Electronic and Information Resources Accessibility
Standards in 1 TAC Chapter 213,and the Web Site Accessibility Standards/Specifications in
1 TAC Chapter 206.
2. "Electronic and Information Resources"means information resources,including
information resources technologies, and any equipment or interconnected system of
equipment that is used in the creation, conversion, duplication,or delivery of data or
information. The term includes,but is not limited to,telephones and other
telecommunications products, information kiosks,transaction machines,Internet websites,
multimedia resources, and office equipment, including copy machines and fax machines.
3. "Electronic and Information Resources Accessibility Standards means the accessibility
standards for electronic and information resources contained in Volume 1 Texas
Administrative Code chapter 213.
4. "Web Site Accessibility Standards/Specifications"means standards contained in Volume
1 Texas Administrative Code Chapter 206.
5. "Products"means information resources technologies that are,or are related to,EIR.
(c) Accessibility Requirements.Under Texas Government Code Chapter 2054, Subchapter M,
and implementing rules of the Department of Information Resources(DIR),DSHS must procure
Products that comply with the Accessibility Standards when such Products are available in the
commercial marketplace or when such Products are developed in response to a procurement
solicitation.Accordingly,Contractor must provide electronic and information resources and
General Provisions(Core Subrecipient)2015 (July 1,2014) 39
that + the Accessibility
associated Product documentation and technical support taut c�.;,rp�y with t se Ac
Standards.
(d) Evaluation,Testing and Monitoring.
1. DSHS may review,test, evaluate and monitor Contractor's Products and associated
documentation and technical support for compliance with the Accessibility Standards. Review,
testing, evaluation and monitoring may be conducted before and after the award of a contract.
Testing and monitoring may include user acceptance testing. Neither(1)the review,testing
(including acceptance testing),evaluation or monitoring of any Product;nor(2)the absence of such
review,testing, evaluation or monitoring, will result in a waiver of the State's right to contest the
Contractor's assertion of compliance with the Accessibility Standards.
2. Contractor agrees to cooperate fully and provide DSHS and its representatives timely
access to Products,records, and other items and information needed to conduct such review,
evaluation,testing and monitoring.
(e) Representations and Warranties.
1. Contractor represents and warrants that (i) as of the effective date of the Contract,the
Products and associated documentation and technical support comply with the Accessibility
Standards as they exist at the time of entering the Contract, unless and to the extent the Parties
otherwise expressly agree in writing; and (ii) if the Products will be in the custody of the state or a
DSHS client after the Contract expiration or termination,the Products will continue to comply with
such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS
and/or client, as applicable,uses the Products in a manner that renders it noncompliant.
2. In the event Contractor should have known, becomes aware, or is notified that the
Product and associated documentation and technical support do not comply with the Accessibility
Standards, Contractor represents and warrants that it will, in a timely manner and at no cost to DSHS,
perform all necessary steps to satisfy the Accessibility Standards, including but not limited to
remediation,replacement, and upgrading of the Product, or providing a suitable substitute.
3. Contractor acknowledges and agrees that these representations and warranties are
essential inducements on which DSHS relies in awarding this Contract.
4. Contractor's representations and warranties under this subsection will survive the
termination or expiration of the Contract and will remain in full force and effect throughout the useful
life of the Product.
(f) Remedies.
1. Pursuant to Texas Government Code §2054.465, neither Contractor nor any other
person has cause of action against DSHS for a claim of a failure to comply with Texas Government
Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources.
2. In the event of a breach of Contractor's representations and warranties, Contractor will
be liable for direct and consequential damages and any other remedies to which DSHS may be
entitled. This remedy is cumulative of any and all other remedies to which DSHS may be entitled
under this Contract and other applicable law.
Section 15.22 Force Majeure.
Neither Party will be liable for any failure or delay in performing all or some of its obligations, as
applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable
General Provisions(Core Subrecipient)2015 (July 1,2014) 40
control of such Party, including, but not limited to,extraordinarily severe weather, strikes,natural
disasters, fire,civil disturbance, epidemic,war,court order,or acts of God. The existence of any
such cause of delay or failure will extend the period of performance in the exercise of reasonable
diligence until after the cause of the delay or failure no longer exists and, if applicable,for any
reasonable period of time thereafter required to resume performance. A Party,within a period of
time reasonable under the circumstances,must inform the other by any reasonable method(phone,
email, etc.)and, as soon as practicable, must submit written notice with proof of receipt,of the
existence of a force majeure event or otherwise waive the right as a defense to non-performance.
Section 15.23 Interim Contracts.
The Parties agree that the Contract and/or any of its Program Attachments will automatically
continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program
Attachment(s), as applicable, under the following circumstances:(1) on or shortly prior to the
expiration date of the Contract or Program Attachment,there is a state of disaster declared by the
Governor that affects the ability or resources of the DSHS contract or program staff managing the
Contract to complete in a timely manner the extension,renewal,or other standard contract process for
the Contract or Program Attachment; and (2)DSHS makes the determination in its sole discretion
that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor
promptly in writing if such a determination is made. The notice will specify whether DSHS is
extending the Contract or Program Attachment for additional time for Contractor to perform or
complete the previously contracted goods and services (with no new or additional funding) or is
purchasing additional goods and services as described in the Program Attachment for the term of the
Interim Contract, or both. The notice will include billing instructions and detailed information on
how DSHS will fund the goods or services to be procured during the Interim Contract term. The
Interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless the
Parties agree to a shorter period of time.
Section 15.24 Cooperation and Communication.
Contractor shall cooperate with Department staff and, as applicable, other DSHS contractors, and
shall promptly comply with requests from DSHS for information or responses to DSHS inquiries
concerning Contractor's duties or responsibilities under this Contract.
ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-
COMPLIANCE
Section 16.01 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;
General Provisions(Core Subrecipient)2015 (July 1,2014) 41
f) discovery of a material misrepresentation in any aspect of Contractor's application or
response to the Solicitation Document;
g) any misrepresentation in the assurances and certifications in Contractor's application or
response to the Solicitation Document or in this Contract;or
h) Contractor is on or is added to the Excluded Parties List System(EPLS).
Section 16.02 General Remedies and Sanctions.
The Department will monitor Contractor for both programmatic and financial compliance. The
remedies and sanctions in this section are available to the Department against Contractor and any
entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may
investigate,audit and impose or recommend imposition of remedies or sanctions to Department for
any breach of this Contract and may monitor Contractor for financial compliance. The Department
may impose one or more remedies or sanctions for each item of noncompliance and will determine
remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the
terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this
section does not relieve Contractor of any obligations under this Contract. A state or federal statute,
rule or regulation,or federal guideline will prevail over the provisions of this Article unless the
statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give
effect to both. If Contractor breaches this Contract by failing to comply with one or more of the
terms of this Contract, including but not limited to compliance with applicable statutes,rules or
regulations,the Department may take one or more of the following actions:
a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific
program type. In the case of termination,the Department will inform Contractor of the
termination no less than thirty(30)calendar days before the effective date of the termination
in a notice of termination,except for circumstances that require immediate termination as
described in the Emergency Action section of this Article. The notice of termination will
state the effective date of the termination,the reasons for the termination,and, if applicable,
alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex.
Gov. Code Chapter 2105 regarding administration of Block Grants.Contractor shall not make
any claim for payment or reimbursement for services provided from the effective date of
termination;
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;
General Provisions (Core Subrecipient)2015 (July 1,2014) 42
e) disallow costs and credit for matching funds, if any, for all or part of the activities or action
not in compliance;
0 temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of a working capital advance, if applicable,or reimbursements or
payments to Contractor for proper charges or obligations incurred,pending resolution of
issues of noncompliance with conditions of this Contract or indebtedness to the United States
or to the State of Texas;
Section 16.03 Notice of Remedies or Sanctions.
Department will formally notify Contractor in writing when a remedy or sanction is imposed(with
the exception of accelerated monitoring,which may be unannounced), stating the nature of the
remedies and sanction(s),the reasons for imposing them,the corrective actions, if any,that must be
taken before the actions will be removed and the time allowed for completing the corrective actions,
and the method, if any, of requesting reconsideration of the remedies and sanctions imposed. Other
than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15)
calendar days of receipt of notice, a written response to Department acknowledging receipt of such
notice. If requested by the Department,the written response must state how Contractor shall correct
the noncompliance(corrective action plan)or demonstrate in writing that the findings on which the
remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If
Department determines that a remedy or sanction is warranted, unless the remedy or sanction is
subject to review under a federal or state statute, regulation, rule,or guideline,Department's decision
is final. Department will provide written notice to Contractor of Department's decision. If required
by the Department, Contractor shall submit a corrective action plan for DSHS approval and take
corrective action as stated in the approved corrective action plan. If DSHS determines that
repayment is warranted, DSHS will issue a demand letter to Contractor for repayment. If full
repayment is not received within the time limit stated in the demand letter,and if recoupment is
available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under
this Contract.
Section 16.04 Emergency Action.
In an emergency, Department may immediately terminate or suspend all or part of this Contract,
temporarily or permanently withhold cash payments, deny future contract awards, or delay contract
execution by delivering written notice to Contractor, by any verifiable method, stating the reason for
the emergency action. An "emergency" is defined as the following:
a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or
client health,welfare or safety. The direct adverse effect may be programmatic or financial
and may include failing to provide services, providing inadequate services,providing
unnecessary services, or using resources so that the public or clients do not receive the
benefits contemplated by the scope of work or performance measures; or
b) Contractor is expending funds inappropriately.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department
on a case-by-case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT
General Provisions(Core Subrecipient)2015 (July 1, 2014) 43
Section 17.01 Breach of Contract Claim.
The process for a breach of contract claim against the Department provided for in Tex. Gov. Code
Chapter 2260 and implemented in Department Rules §§ 4.11.-4.24 will be used by DSHS and
Contractor to attempt to resolve any breach of contract claim against DSHS.
Section 17.02 Notice.
Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course
of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,
subchapter B. To initiate the process, Contractor shall submit written notice, as required by
subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the
provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice must also be
given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to
the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C.
Section 17.03 Sole Remedy.
The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is Contractor's
sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS
if the Parties are unable to resolve their disputes under this Article.
Section 17.04 Condition Precedent to Suit.
Compliance with the contested case process provided in Tex. Gov.Code Chapter 2260, subchapter C,
is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem.
Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any
representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity
to suit.
Section 17.05 Performance Not Suspended.
Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension
of performance by Contractor, in whole or in part.
ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION
Section 18.01 Expiration of Contract or Program Attachment(s).
Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's
service obligations stated in each Program Attachment will end upon the expiration date of that
Program Attachment unless extended or renewed by written amendment. Prior to completion of the
term of all Program Attachments, all or a part of this Contract may be terminated with or without
cause under this Article.
General Provisions (Core Subrecipient)2015 (July 1,2014) 44
Section 18.02 Effect of Termination.
Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded
funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of
the authority to obligate previously awarded funds. Contractor's costs resulting from obligations
incurred by Contractor after termination of an award are not allowable unless expressly authorized by
the notice of termination. Upon termination of this Contract or Program Attachment, as applicable,
Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe
transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or
another entity designated by DSHS. Upon termination of all or part of this Contract,Department and
Contractor will be discharged from any further obligation created under the applicable terms of this
Contract or the Program Attachment, as applicable,except for the equitable settlement of the
respective accrued interests or obligations incurred prior to termination and for Contractor's duty to
cooperate with DSHS,and except as provided in the Survivability of Terms section of the General
Terms Article. Termination does not,however,constitute a waiver of any remedies for breach of this
Contract. In addition,Contractor's obligations to retain records and maintain confidentiality of
information will survive this Contract.
Section 18.03 Acts Not Constituting Termination.
Termination does not include the Department's(1)withdrawal of funds awarded on the basis of
Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the
unobligated balance at the expiration of the term of a Program Attachment; (3)refusal to extend a
Program Attachment or award additional funds to make a competing or noncompeting continuation,
renewal, extension,or supplemental award; (4)non-renewal of a contract or Program Attachment at
Department's sole discretion;or(5)voiding of a contract upon determination that the award was
obtained fraudulently,or was otherwise illegal or invalid from inception.
Section 18.04 Termination or Temporary Suspension Without Cause.
a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least
thirty(30)calendar days prior written notice to the other Party,except that if Contractor seeks
to terminate a Contract or Program Attachment that involves residential client services,
Contractor shall give the Department at least ninety(90)calendar days prior written notice
and shall submit a transition plan to ensure client services are not disrupted.
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.
General Provisions(Core Subrecipient)2015 (July 1, 2014) 45
Section 18.05 Termination For Cause.
Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days
written notice to the other Party. Department may terminate this Contract, in whole or in part, for
breach of contract or for any other conduct that jeopardizes the Contract objectives,by giving at least
thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the
following:
a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction;
b) Contractor fails to communicate with Department or fails to allow its employees or those of
its subcontractor to communicate with Department as necessary for the performance or
oversight of this Contract;
c) Contractor breaches a standard of confidentiality with respect to the services provided under
this Contract;
d) Department determines that Contractor is without sufficient personnel or resources to perform
under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its
requirements under this Contract or exercise adequate control over expenditures or assets;
e) Department determines that Contractor, its agent or another representative offered or gave a
gratuity(e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the
purpose of obtaining a contract or favorable treatment;
f) Department determines that this Contract includes financial participation by a person who
received compensation from DSHS to participate in developing,drafting or preparing the
specifications,requirements or statement(s)of work or Solicitation Document on which this
Contract is based in violation of Tex. Gov. Code § 2155.004; or Department determines that
Contractor was ineligible to receive this Contract under Tex.Gov.Code §§2155.006 or
2261.053 related to certain disaster response contracts;
g) Contractor appears to be financially unstable. Indicators of financial instability may include
one or more of the following:
1) Contractor fails to make payments for debts;
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) if judgment for the payment of money in excess of$50,000(that is not covered by
insurance) is rendered by any court or governmental body against Contractor,and
Contractor does not(a)discharge the 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
General Provisions(Core Subrecipient)2015 (July 1,2014) 46
debt,dissolution, receivership or liquidation law of any jurisdiction then in effect, or
consents to the filing of any case or petition against it under any such law;
8) any property or portion of the property of Contractor is sequestered by court order and the
order remains in effect for more than thirty(30) calendar days after Contractor obtains
knowledge of the sequestration;
9) a petition is filed against Contractor under any state reorganization, arrangement,
insolvency,readjustment of debt,dissolution, receivership or liquidation law of any
jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar
days;or
10)Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or
of all or any part of its property;
h) Contractor's management system does not meet the UGMS management standards;or
i) Any required license, certification,permit, registration or approval required to conduct
Contractor's business or to perform services under this Contract is not obtained or is revoked,
is surrendered,expires, is not renewed, is inactivated or is suspended.
Section 18.06 Notice of Termination.
Either Party may deliver written notice of intent to terminate by any verifiable method. If either
Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor
shall attempt to resolve any issues related to the anticipated termination in good faith during the
notice period.
ARTICLE XIX VOID, SUSPENDED,AND TERMINATED CONTRACTS
Section 19.01 Void Contracts.
Department may void this Contract upon determination that the award was obtained fraudulently or
was otherwise illegal or invalid from its inception.
Section 19.02 Effect of Void, Suspended,or Involuntarily Terminated Contract.
A Contractor who has been a party to a contract with DSHS that has been found to be void, or is
suspended, or is terminated for cause is not eligible for Any renewal or increase of funding for an
existing contract, or new contracts or renewals until, in the case of suspension or termination,the
Department has determined that Contractor has satisfactorily resolved the issues underlying the
suspension or termination. Additionally, if this Contract is found to be void, any amount paid to the
Contractor is subject to recoupment by DSHS.
Section 19.03 Appeals Rights.
Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the Department of termination of
a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing
under Tex. Gov. Code Chapter 2001.
General Provisions(Core Subrecipient)2015 (July 1,2014) 47
ARTICLE X CLOSEOUT
Section 20.01 Cessation of Services At Closeout.
Upon expiration of this Contract or Program Attachment, as applicable, (and any renewals of this
Contract or Program Attachment)on its own terms, Contractor shall cease services under this
Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon
expiration or prior to expiration, as necessary,to ensure the orderly and safe transfer of
responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving
notice of Contract or Program Attachment termination or non-renewal, Contractor shall immediately
begin to effect an orderly and safe transition of recipients of services to alternative service providers,
as needed. Contractor also shall completely cease providing services under this Contract or Program
Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill
DSHS for services performed after termination or expiration of this Contract or Program Attachment,
or incur any additional expenses once this Contract or Program Attachment is terminated or has
expired. Upon termination, expiration(with no renewal) or non-renewal of this Contract or a
Program Attachment, Contractor shall immediately initiate Closeout activities described in this
Article.
Section 20.02 Administrative Offset.
The Department has the right to administratively offset amounts owed by Contractor against billings.
Section 20.03 Deadline for Closeout.
Contractor shall submit all financial, performance, and other Closeout reports required under this
Contract within forty-five (45) calendar days after the Contract or Program Attachment end date.
Unless otherwise provided under the Final Billing Submission section of the Payment Methods and
Restrictions Article,the Department is not liable for any claims that are not received within forty-five
(45)calendar days after the Contract or Program Attachment end date.
Section 20.04 Payment of Refunds.
Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be
entitled under the terms of this Contract constitute a debt to the Department and will result in a refund
due, which Contractor shall pay within the time period established by the Department.
Section 20.05 Disallowances and Adjustments.
The Closeout of this Contract or Program Attachment does not affect the Department's right to
disallow costs and recover funds on the basis of a later audit or other review or Contractor's
obligation to return any funds due as a result of later refunds, corrections,or other transactions.
General Provisions(Core Subrecipient)2015 (July 1,2014) 48
CONTRACT NO. 2015-046159
PROGRAM ATTACHMENT NO.001
PURCHASE.ORDER NO. 0000406445
CONTRACTOR:CITY OF PORT ARTHUR
DSHS PROGRAM: CHS -TITLE V -CHILD HEALTH SERVICES
TERM: 09/01/2014 THRU:08/31/2015
SECTION I. STATEMENT OF WORK:
Contractor shall provide or assure the provision of child health and/or child dental services that
include screening and eligibility determination, direct clinical and/or dental services, laboratory
services,Title V Children and Pregnant Women(Title V CPW)case management and appropriate
referrals as necessary. Contractor shall provide services approved in the Contractor's application or
shall have an established referral relationship with a qualified provider of each approved service,
which it does not provide.
Contractor shall participate in the DSHS-selected data and billing web-based system(Integrated
Business Information System [IBIS]) to collect and process child health and child dental data,
financial billings,and reports when it goes live. Contractor agrees to submit data and billing within
30 days of services, according to the business requirements of the web-based system and as
specified in the current DSHS Policies and Procedures Manual for Title V Maternal and Child
Health Fee-for-Service for Child Health,Dental and Prenatal.
Contractor shall comply with all applicable federal and state laws,rules,regulations,standards and
guidelines in effect on the beginning date of this Program Attachment unless amended,including
but not limited to:
• Title V of the Social Security Act,42 USC § 701,et seq.
The following documents are incorporated by reference and made a part of this Program
Attachment. These include:
• DSHS FY15 Title V Fee-for-Service Child Health and Child Dental Renewal Application;
• Contractor's Response to DSHS' FY15 Title V Fee-for-Service Child Health and Child
Dental Renewal Application;
• DSHS FY14 Competitive Request for Proposal (RFP) for Title V Fee for Services
Contracts Child Health, Child Dental, Prenatal Medical and Prenatal Dental Services;
• Contractor's Response to FY14 Competitive RFP for Title V Fee for Services Contracts
Child Health, Child Dental, Prenatal Medical and Prenatal Dental Services, and any
revisions;
• Current Policies and Procedures Manual for Title V Maternal and Child Health Fee for
Services for Child Health,Dental,and Prenatal;
PROGRAM ATTACHMENT—Page 1
• DSHS Department of State Health Services Standards far Public Health Clinic Services,
revised August 2004,or latest revision;
• DSHS Core Tool On-Site Evaluation Report,revised for 2014,and Core Tool Monitoring
Instructions, FY2014; or latest revision; and
• DSHS Title V Maternal and Child On-site Evaluation Report,revised for 2014,and Title V
Tool Monitoring Instructions, FY2014; or latest revision.
Within thirty (30) days of receipt of an amended standard(s) or guideline(s), Contractor shall
inform DSHS Program, in writing, if it shall not continue performance under this Program
Attachment in compliance with the amended standard(s)or guideline(s). DSHS may terminate the
Program Attachment immediately or within a reasonable period of time as determined by DSHS.
All activities must be performed in accordance with Contractor's final approved work plan.
DSHS Health Service Regional Director or designee,as coordinator of regional services,will assist
DSHS staff in providing direction to Contractor. DSHS personnel may,from time to time,provide
technical assistance and training to Contractor. Contractor shall cooperate with DSHS staff to
attain the goals of policy application, coordinated services, and quality assurance.
Eligible Population:
To be eligible for Title V Child Health Services, an individual must be:
• An infant not more than eleven(11) months of age,
• A child or adolescent one (1)through twenty-one (21)years of age,
• A Texas resident,
• In financial need based on a gross family income at or below 185% of the most recent
Federal Poverty Level, and
• Ineligible for other programs/benefits providing the same services.
Children and adolescents,who would otherwise meet Title V eligibility requirements,shall also be
regarded as potentially Title V eligible.Individual client eligibility will be determined on an annual
basis, and at other times as necessary, based upon change in pregnancy status or income.
Service Area: Jefferson
Location: Multiple clinic locations identified through the DSHS website at:
http:I7 N'y w.txClinics.con-1.
DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of
financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If
projected expenditures are below the total contract amount,Contractor's budget may be subject to a
PROGRAM ATTACHMENT-Page 2
decrease for the remainder of the Program Attachment term. Vacant positions existing after ninety
(90)days may result in a decrease in funds.
SECTION II.PERFORMANCE MEASURES:
The following performance measure(s)will be used to assess,in part,the Contractor's effectiveness
in providing the services described in this Program Attachment,without waiving the enforceability
of any of the other terms of the contract.
Performance of Contractor, including compliance with DSHS Program procedures,policies and
guidance, contractual conditions, attainment of performance measures, maintenance of adequate
staff, and submission of required data and narrative reports, if applicable, will be regularly
assessed. Failure to comply with stated requirements and contractual conditions may result in the
immediate loss of contract funds at the discretion of DSHS.
• Contractor shall provide child health and/or child dental services to at least 25 unduplicated
clients.
• Contractor shall screen 100%of individuals considered for Title V eligibility with a DSHS-
approved screening process, and refer to other programs and funding sources as
appropriate.
SECTION III. SOLICITATION DOCUMENT: RFP# CHS/TV-0554.1
SECTION IV. RENEWALS:
Contract renewals are contingent upon satisfactory performance and continued availability of
funding. The contract may be renewed for up to three(3)additional twelve-(12)month periods.
SECTION V.PAYMENT METHOD: Fee-for-Service
SECTION VI. BILLING INSTRUCTIONS:
Within 30 days following the end of the month,Contractor shall request payment using the Monthly
Reimbursement Request(MRR),for Title V Fee for Service Program(Form#EF21-12005). With
each MRR, contractor shall submit the following acceptable supporting documentation for
reimbursement of the required services/deliverables:
• Title V Maternal-Child Services Report(Child Health&Dental)— (Form EF21-
12005);
• Monthly Aggregate Activity Report(Form EF21-12005).Each report shall detail the total
unduplicated number of clients seen for the first time within a service category type during
the contract period by age, and race/ethnicity. Billing requests will not be processed for
payment by DSHS unless accompanied by a complete corresponding aggregate report.
PROGRAM ATTACHMENT—Page 3
MRRs and supporting documentation shall either be emailed to the Family and Community Health
Services Division, Performance Management Unit, Contract Development & Support Branch
(CDSB)at cdsb,a:dshs.state.tx..us,or faxed to CDSB at: (512)776-7521.
MRRs shall be emailed also to the DSHS Claims Processing Unit (CPU) at
invoicesicrddshs.state.tx.us,or faxed to CPU at(512)776-7442.
MRRs shall be submitted each month even if there are zero expenditures. MRRs are submitted each
month for actual expenditures of the program even if the contract limit has been reached.
Contractor shall request payment from DSHS as directed by the Policies and Procedures Manual for
Title V Maternal and Child Health Fee for Service for Child Health,Dental and Prenatal whether via
voucher or a web-based system.
When the web-based IBIS system goes live,Title V client data shall be entered into IBIS no later than
30 days of each service provided. From the data entered, requests for reimbursement will be
generated as one of the automated functions of the IBIS system. Title V services that have met
business rules will be marked approved to pay and submitted electronically to DSHS for processing
through the State Comptroller. Paid claims will be deposited into the contractor's direct deposit
account.
Contractor has 45 days from August 31, 2015 to enter data into IBIS system for services provided
September 1,2014 to August 31,2015. Contractor will not be reimbursed for services entered into
IBIS after the 45 day deadline.
Contractor shall submit a"Financial Reconciliation Report"(Form GC-10)no later than sixty(60)
days after the end of the attachment term. This report must be signed and marked"Final"and shall
be scanned and emailed to CDSB at the email address listed above. The GC-10 may also be faxed
to CDSB at(512) 776-7521.
SECTION VII. BUDGET: Fee for Service
SOURCE OF FUNDS: CFDA# 93.994.000
DUNS NUMBER: 137134909
Contractor shall adhere to the current schedule of allowable services and rates as referenced in the
Policies and Procedures Manual for Title V Maternal and Child Health Fee for Service for Child
Health, Dental and Prenatal.
Total payments will not exceed $2,500.00.
SECTION VIII. SPECIAL PROVISIONS:
For purposes of this Program Attachment only, the following provisions shall apply:
PROGRAM ATTACHMENT—Page 4
General Provisions, Compliance and Reporting Article I, is revised to include:
Contractor shall report to DSHS using established reports as directed by the Policies and
Procedures Manual for Title V Maternal and Child Fee for Service for Child Health,Dental
and Prenatal,and other data and/or reports deemed necessary by DSHS,upon reasonable notice
to Contractor.
Eligibility: All individuals considered for Title V eligibility must be screened and determined
eligible using a DSHS or Title V program-approved screening process as updated in the spring
of each year when federal poverty levels and eligibility determination forms are revised.
General Provisions, Services Article II, is revised to include:
Co-pay: Contractor may assess a co-pay from clients who receive services under this
Program Attachment. A co-pay shall not be assessed from such clients if their family
income is at or below 100%of the most recently defined federal poverty level. A co-pay
assessment shall not exceed 25%of the authorized and approved reimbursement amount for
allowed services. A client shall not be denied services due to inability to pay.
Contractor shall make reasonable efforts to investigate and apply for all other sources of
third party funding available to, or identified by, the client before submitting claims for
allowable costs.
General Provisions, Funding Article III, is revised to include:
Program Income may be collected and retained by Contractor so long as it is used to
provide services specified in the scope of work detailed in this Program Attachment.The
use of Program Income shall be reported on the monthly billing vouchers for services
provided to Title V eligible clients.
General Provisions, Payment Methods and Restrictions Article IV, Section 4.02 Billing
Submission, is revised to include:
Contractor's contract amount under this Program Attachment is a ceiling against which it
may bill, on a fee-for-service basis, for the provision of allowable services to Title V
eligible clients. Only allowable services provided to Title V eligible clients may be billed
against this ceiling.The current schedule of allowable services and rates,as well as Title V
eligibility requirements, may be modified at the sole discretion of DSHS with thirty(30)
days written notice to Contractor.The notice will provide Contractor with an opportunity to
terminate this Program Attachment should the modification include a reduction in rates.
Contractor shall have thirty(30)days from receipt of this notice to exercise the option for
termination. If the Contractor does not exercise the option during the thirty(30) day time
period, Contractor shall be deemed to have waived the option.
PROGRAM ATTACHMENT—Page 5
A Request for"Financial Reconciliation.Report",Form GC-10,or the form specified in the
Contractor's Financial Procedures Manual, is due no later than forty-five (45)days after
the end of the Program Attachment term. This report shall be marked "Final".
Billing Requirements: Contractor shall bill DSHS on a monthly basis for allowable
services provided to Title V eligible clients. Bills for all allowable services shall be
submitted as aggregate activity reports with a DSHS Monthly Reimbursement Request and
shall not refer to or identify individual clients. Contractor shall bill within thirty(30)days
after the end of the month in which services were provided or within forty-five(45)days in
cases of potentially Medicaid eligible individuals who are denied eligibility by the Health
and Human Services Commission.All bills shall be submitted within forty-five(45)days of
the end of the Program Attachment term.
In billing DSHS,Contractor shall certify that all billed services have been provided only to
individuals who have been determined to be eligible for Title V services. DSHS will pay
Contractor for all acceptable vouchers submitted up to Contractor's contract ceiling amount.
Billing vouchers submitted outside of the timeframes indicated above shall be subject to
disallowance.
Billing Activity: DSHS shall distribute funds in a way that will maximize the delivery of
authorized services to eligible clients. DSHS will monitor Contractor's billing activity.If
utilization is below that projected in Contractor's contract ceiling amount, shown in
SECTION VII. BUDGET, Contractor's ceiling may be subject to a decrease for the
remainder of the Program Attachment period. Contractor may be subject to contract ceiling
amount decreases if Contractor's billing activity is less than projected.
DSHS may pay for additional services as specified in this Program Attachment if provided
by Contractor during the term of this Program Attachment(but not otherwise paid during
the term of this Program Attachment)if it is in the best interest of the State and the DSHS
Program to do so,and if funds are available.If Contractor exceeds the ceiling amount of the
Program Attachment, Contractor shall continue to bill DSHS for the services provided.
DSHS may pay for these additional services if funds become available at a later date.
General Provisions,Terms and Conditions of Payment Article V,is replaced with the following:
Contractor shall accept reimbursement or payment from DSHS and any applicable fees
from clients for clinical health services as payment in full for services or goods provided to
clients. Contractor shall not seek additional reimbursement or payment for services or
goods from clients other than applicable fees for clinical health services.
General Provisions, Access and Inspection Article IX, is revised to include:
Contractor shall allow DSHS to conduct on-site quality assurance reviews as deemed
necessary by DSHS. Unsatisfactory review findings may result in implementation of
PROGRAM ATTACHMENT—Page 6
General Provisions, Breach of Contract and Remedies for Non-Compliance Article
XIV.
General Provisions, Assurances and Certifications Article XI, is revised to include:
If appropriate,Contractor certifies that neither the Contractor,nor any individual who has a
direct or indirect ownership or controlling interest of 5% or more of the Contracting
Agency, nor any officer, director, agent or managing employee (e.g. general manager,
business manager,administrator, director, or like individual who exercises operational or
managerial control over the Contractor or who directly or indirectly conducts the day-to-day
business of the Contractor is an entity or individual who:
O Has been convicted of any offense under 42 U.S.C. § 1320a-7(b)(1)-(3);
e Has had a civil monetary penalty assessed under 42 U.S.C. § 1320a and/or 42 U.S.C. §
1320a-8; or,
® Has been excluded from participation in a program under 42 U.S.C. § 1395 et seq.;or
under a State health care program.
If the foregoing statement is not true,Contractor shall submit a disclosure/ownership form
to DSHS. Contractor shall immediately notify the DSHS in writing, in the event that the
foregoing statement changes during the term of this Program Attachment.A false statement
regarding Contractor's status will be treated as a material misrepresentation.
General Provisions, General Business Operations of Contractor Article XII, is revised to
include:
Contractor shall notify the Contract Development and Support Branch in writing of any clinic site
information changes,e.g.,changes in contact person,hours of operation,address,Texas Provider
Identification(TPI)number,National Provider Identification(NPI)number,the closure,relocation,
and/or opening of clinic site(s).
General Provisions, ARTICLE XIII, GENERAL TERMS, Section 13.15, Amendment, is
amended to include the following:
Contractor must submit all amendment and revision requests in writing to the Family and
Community Health Services(FCHS) Division Performance Management Unit at least 90
days prior to the end of the term of this Program Attachment.
PROGRAM ATTACHMENT—Page 7
.c-i5cai Federal ,F riding Accou Mabii€ty -and Transparency Act
(FFATA) CERTIFICATION
The certifications enumerated below represent material facts upon which DSHS relies when reporting
information to the federal government required under federal law. If the Department later determines
that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available
remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate
written notice to DSHS if at any time Signor learns that any of the certifications provided for below were
erroneous when submitted or have since become erroneous by reason of changed circumstances. If the
Signor cannot certify all of the statements contained in this section, Signor must provide written
notice to DSHS detailing which of the below statements it cannot certify and why.
Legal Name of Contractor: City of Port Arthur FFATA Contact#1 Name, Email and Phone Number:
Deborah Echols
deborah.echols.@portarthurtx.gov
(409)983-8174
Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number:
449 Austin Avenue Judith Smith
judith.smith @portarthurtx.gov
(409)983-8832
ZIP Code:9-digits Required www.usrts.com DUNS Number:9-digits Required www.sam.gov
7 7 6 4 0 - 5 8 0 2 1 3 7 1 3 4 9 0 9
State of Texas Comptroller Vendor Identification Number(VIN) 14 Digits
Printed Name of Authorized Representative Signature of Authorized Representative
John Comeaux, P.E.
Title of Authorized Representative Date
Interim City Manager
- 1-
Department of State Health Services Form 4734—June 2013
Fiscai Federal Funding Accountability and Transparency Act
(FFATA) CERTIFICATION
For Fiscal Year (FY/5)
As the duly authorized representative (Signor)of the Contractor, I hereby certify that
the statements made by me in this certification form are true, complete and correct to
the best of my knowledge.
Did your organization have a gross income, from all sources, of less than $300,000 in
your previous tax year? Yes I xl No
If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification.
If your answer is "No", answer questions "A" and "B".
A. Certification Regarding%of Annual Gross from Federal Awards.
Did your organization receive 80% or more of its annual gross revenue from federal
awards during the preceding fiscal year?n Yes x No
B. Certification Regarding Amount of Annual Gross from Federal Awards.
Did your organization receive $25 million or more in annual gross revenues from federal
awards in the preceding fiscal year? n Yes n No
If your answer is "Yes" to both question "A" and "B", you must answer question "C".
If your answer is "No" to either question "A" or "B", skip question "C" and finish the
certification.
C. Certification Regarding Public Access to Compensation Information.
Does the public have access to information about the compensation of the senior
executives in your business or organization (including parent organization, all branches,
and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the
Internal Revenue Code of 1986?I 1 Yes No
If your answer is"Yes"to this question,where can this information be accessed?
If your answer is "No" to this question, you must provide the names and total
compensation of the top five highly compensated officers below.
For example:
John Blum:500000;Mary Redd:50000;Eric Gant:400000;Todd Platt:300000;
Sally Tom:300000
Provide compensation information here:
-2-
Department of State Health Services Form 4734—June 2012
"7 . CTiONS FOR COMPLETING DISCLOSURE OF
OWNERSHIP AND CONTROL INTEREST STATEMENT •
Completion and submission of this form is a condition of participation,certification,or recertification under any of the programs established by titles V,XVIII,XIX,
and XX,or as a condition of approval or renewal of a contractor agreement between the disclosing entity and the Department of State Health Services(DSHS)
under any of the above-titled programs,a full and accurate disclosure of ownership and financial interest is required.Failure to submit requested information may
result in a refusal by DSHS to enter into an agreement or contract with any such institution or in termination of existing agreements.
SPECIAL INSTRUCTIONS FOR TITLE XX PROVIDERS
All title XX providers must complete part II of this form.Only those title XX providers rendering medical,remedial,or health related homemaker services must
complete parts II and III.Title V providers must complete parts II and HI.
General Instructions
For definitions,procedures and requirements,refer to the appropriate
Statutes or Regulations: Controlling interest is defined as the operational direction or management of
Title V— 42 USC§1397d a disclosing entity which may be maintained by any or all of the following
Title XVIII— 42CFR 420.200— 206 devices:the ability or authority,expressed or reserved,to amend or change
Title XIX— 42CFR 455.100 — 106 the corporate identity(i.e.,joint venture agreement,unincorporated business
Title XX—42 USC§1397d status)of the disclosing entity;the ability or authority to nominate or name
members of the Board of Directors or Trustees of the disclosing entity;the
ability or authority,expressed or reserved,to amend or change the by-laws,
Please answer all questions as of the current date.If the yes block for any constitution,or other operating or management direction of the disclosing
item is checked,list requested additional information under the Remarks entity;the right to control any or all of the assets or other property of the
section on page 2,referencing the item number to be continued.If disclosing entity upon the sale or dissolution of that entity;the ability or
additional space is needed,use an attached sheet. authority,expressed or reserved,to control the sale of any or all of the
assets,to encumber such assets by way of mortgage or other indebtedness,
Return the original to DSHS and retain a copy for your files. to dissolve the entity,or to arrange for the sale or transfer of the disclosing
entity to new ownership or control.
This form is to be completed annually.Any substantial delay in
completing the form should be reported to the State survey agency. Items IV—VII-Changes in Provider Status
Change in provider status is defined as any change in management control.
DETAILED INSTRUCTIONS Examples of such changes would include:a change in Medical or Nursing
Director,a new Administrator,contracting the operation of the facility to a
These instructions are designed to clarify certain questions on the form.
management corporation,a change in the composition of the owning
Instructions are listed in question order for easy reference.No instructions
have been given for questions considered self-explanatory. partnership which under applicable State law is not considered a change in
ownership,or the hiring or dismissing of any employees with 5 percent or
more financial interest in the facility or in an owning corporation,or any
IT IS ESSENTIAL THAT ALL APPLICABLE QUESTIONS BE change of ownership.
ANSWERED ACCURATELY AND THAT ALL INFORMATION BE
CURRENT. For Items IV—VII,if the yes box is checked,list additional information
requested under Remarks.Clearly identify which item is being continued.
Item I-Under identifying information specify in what capacity the entity
is doing business as(DBA),example,name of trade or corporation. Item IV-(a&b)If there has been a change in ownership within the last
year or if you anticipate a change,indicate the date in the appropriate
space.
Item II-Self-explanatory.
Item V-If the answer is yes,list name of the management firm and
Item III-List the names of all individuals and organizations having direct or employer identification number(EIN),or the name of the leasing
indirect ownership interests,or controlling interest separately or in organization.A management company is defined as any organization that
combination amounting to an ownership interest of 5 percent or more in the operates and manages a business on behalf of the owner of that business,
disclosing entity. with the owner retaining ultimate legal responsibility for operation of the
facility.
Direct ownership interest is defined as the possession of stock,equity in
capital or any interest in the profits of the disclosing entity.A disclosing entity
is defined as a Medicare provider or supplier,or other entity that furnishes Item VI-If the answer is yes,identify which has changed(Administrator,
services or arranges for furnishing services under Medicaid or the Maternal Medical Director,or Director of Nursing)and the date the change was
and Child Health program,or health related services under the social made.Be sure to include name of the new Administrator,Director of
services program. Nursing or Medical Director,as appropriate.
Indirect ownership interest is defined as ownership interest in an entity that Item VII-A chain affiliate is any free-standing health care facility that is
has direct or indirect ownership interest in the disclosing entity.The amount either owned,controlled,or operated under lease or contract by an
of indirect ownership in the disclosing entity that is held by any other entity is organization consisting of two or more free-standing health care facilities
determined by multiplying the percentage of ownership interest at each level. organized within or across State lines which is under the ownership or
An indirect ownership interest must be reported if it equates to an ownership through any other device,control and direction of a common party.Chain
interest of 5 percent or more in the disclosing entity.Example:if A owns 10 affiliates include such facilities whether public,private,charitable or
percent of the stock in a corporation that owns 80 percent of the stock of the proprietary.They also include subsidiary organizations and holding
disclosing entity,A's interest equates to an 8 percent indirect ownership and corporations.Provider-based facilities,such as hospital-based home health
must be reported. agencies,are not considered to be chain affiliates.
Item VIII-If yes,list the actual number of beds in the facility now and the
previous number.
DEPARTMENT OF STATE HEALTH SERVICES
93856
DISCLOSURE OF OWNERSHIP AND CONTROL INTEREST STATEMENT
I.Identifying Information
Name of Entity: CITY OF PORT ARTHUR D/B/A Provider No.: 1'Jendor No.: Telephone No.
117460018850 409-9838832
Street Address: City,County,State: Zip Code:
449 Austin Avenue Port Arthur,Texas 77640
11.Answer the following questions by checking'Yes"or"No."If any of the questions are answered"Yes,"list names and addresses of individuals or corporations under
Remarks on page 2.Identify each item number to be continued.
(a)Are there any individuals or organizations having a direct or indirect ownership or control interest of 5 percent or more in the institution,organization,
or agency that have been convicted of a criminal offense related to the involvement of such persons,or organizations in any of the programs established by titles
XVIII,XIX,or XX?
Yes No x
(b)Are there any directors,officers,agents,or managing employees of the institution,agency or organization who have ever been convicted of a criminal offense
related to their involvement in such programs established by titles XVIII,XIX,or XX?
Yes No X
(c)Are there any individuals currently employed by the institution,agency,or organization in a managerial,accounting,auditing,or similar capacity who were
employed by the institution's,organization's,or agency's fiscal intermediary or carrier within the previous 12 months?(Title XVIII providers only)
Yes_No X
III.(a)List names,addresses for individuals,or the EIN for organizations having direct or indirect ownership or a controlling interest in the entity.(See instructions for
definition of ownership and controlling interest.)List any additional names and addresses under"Remarks"on page 2.If more than one individual is reported
and any of these persons are related to each other,this must be reported under Remarks.
Name Address EIN#
(b)Type of Entity: Sole Proprietorship Partnership Corporation_
Unincorporated Associations_ Other(Specify)
(c)If the disclosing entity is a corporation,list names,addresses of the Directors,and EINs for corporations under Remarks.
Check appropriate box for each of the following questions:
(d)Are any owners of the disclosing entity also owners of other Medicare/Medicaid facilities?(Example:sole proprietor,partnership or members of Board of
Directors.)If yes,list names,addresses of individuals and provider numbers. Yes_No X
Name Address Provider Number
Page 1
DEPARTMENT OF STATE HEALTH SERVICES
IV. (a)Has there been a change in ownership or control within the last year?
If yes,give date Yes_ No X
(b)Do you anticipate any change of ownership or control within the year?
If yes,when? Yes_ No X
(c)Do you anticipate filing for bankruptcy within the year?
If yes,when? Yes_ No X
V. Is this facility operated by a management company,or leased in whole or part by
another organization? Yes_ No X
If yes,give date of change in operations
VI. Has there been a change in Administrator,Director of Nursing,or Medical Director
within the last year? Yes No X
VII. (a)Is this facility chain affiliated?(If yes,list name,address of Corporation,and EIN)
Yes
Name EIN#
(b)If the answer to Question VII(a)is No,was the facility ever affiliated with a chain?
(If yes,list Name,Address of Corporation,and EIN) Yes_No X
Name EIN# Address
VIII.Have you increased your bed capacity by 10 percent or more or by 10 beds,whichever is greater,within the last 2 years?
Yes—No---
If yes,give year of change N/A
Current beds Prior beds
WHOEVER KNOWINGLY AND WILLFULLY MAKES OR CAUSES TO BE MADE A FALSE STATEMENT OR REPRESENTATION OF THIS STATEMENT,MAY BE
PROSECUTED UNDER APPLICABLE FEDERAL OR STATE LAWS.IN ADDITION,KNOWINGLY AND WILLFULLY FAILING TO FULLY AND ACCURATELY
DISCLOSE THE INFORMATION REQUESTED MAY RESULT IN DENIAL OF A REQUEST TO PARTICIPATE OR WHERE THE ENTITY ALREADY
PARTICIPATES,A TERMINATION OF ITS AGREEMENT OR CONTRACT WITH DSHS.
Name of AuthorizedRepresentative(Typed) John Comeaux, P.E. Title Interim City Manager
Signature (Date
Remarks: