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HomeMy WebLinkAboutResolution - 5978 - Contract - Texas Dept. Of Health - Milk Analysis Of Milk Samples - 08_27_1998Resolution No. 5978 Item No. 20 August 27, 1998 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract with the Texas Department of Health, to provide milk analysis of milk samples. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 27th day of August , 1998. WINDY', APPROVED AS TO CONTENT: Doug Goo an Director, NzAlth and Community Services APPROVED AS TO FORM: William de Haas Competition and Contracts Manager Wd:rm/rDH1.res.doc ccdocs/August 10, 1998 k CONTRACT FOR PUBLIC HEALTH SERVICES Resolution No. 5978 Item No. 19 August 27, 1998 TDH DOCUMENT NO. 7560005906A 99 Contract Issued by: TEXAS DEPARTMENT OF HEALTH DV (RECEIVING AGENCY) 1100 WEST 49TH STREET AUSTIN, TEXAS 78756-3199 Legal Authority to Contract: Chapters 12 and 121, Health and Safety Code. Venue: The provisions of this Contract shall be interpreted in accordance with Texas law. Venue for any court disputes shall be in Travis County, Texas. PERFORMING AGENCY NAME: LUBBOCK CITY HEALTH DEPARTMENT MAILING ADDRESS: P. O. BOX 2548 LUBBOCK TX 79408-2548 (City, State, Zip) STREET ADDRESS: 1902 TEXAS AVENUE LUBBOCK TX 79405-1117 (City, State, Zip) NAME OF AUTHORIZED CONTRACTING ENTITY: CITY OF LUBBOCK (If different from PERFORMING AGENCY) PAYEE DATA (If not the same as PERFORMING AGENCY or AUTHORIZED CONTRACTING ENTITY; must be on file with the Texas State Comptroller's Office.): NAME: CITY OF LUBBOCK HEALTH DEPARTMENT ADDRESS: P. O. BOX 2000 LUBBOCK TX 79457-0000 (City, State, Zip) State of Texas Vendor Identification No. (14 digits) PAYEE AGENCY Fiscal 1 17560005906037 Year Ending Month: September - PAYEE BUSINESS INFORMATION FOR STATISTICAL REPORTING: Please check the categories that apply to your business. _ Small Business - A corporation, sole proprietorship, or other legal entity formed for the purpose of making a profit which is independently owned and operated and has fewer than 100 employees or has less than $1,000,000 in annual gross receipts. Historically Underutilized Business (HUB) - A corporation, sole proprietorship, or joint venture formed for the purpose of making a profit in which at least 51 % of all classes of the shares of stock or other equitable securities are owned by one or more persons who have been historically underutilized (socially disadvantaged) because of their identification as members of certain groups: Black American, Hispanic American, Asian Pacific American, Native American, and Women. The HUB must be certified by General Services Commission or another entity. For Profit Organization SUMMARY OF CONTRACT DOCUMENTATION: COVER PAGE 1 - Receiving and Performing Agency Data GENERAL PROVISIONS COVER PAGE 2 - Details of Attachment(s) ATTACHMENT(S) COVER PAGE 3 - Authorized Signatures EXHIBITS, IF APPLICABLE Cover Page 1 DETAILS OF ATTACHMENTS Att/ Amd No. TDH Program/ ID Term Financial Assistance Direct Assistance Total Amount (TDH Share) Begs End Source of Funds* Amount 01 M&D 09/01/98 08/31/99 1 State 0.001 0.001 0.00 TDH Document No.7560005%6A99 Totals $0.00 $0.00 1 $0.00 *Federal funds are indicated by a number from the Catalog of Federal Domestic Assistance (CFDA), if applicable. REFER TO BUDGET SECTION OF ANY ZERO AMOUNT ATTACHMENT FOR DETAILS. Cover Page 2 Any alteration to this document constitutes a counter-offer and must be approved in writing by the Texas Department of Health. GENERAL PROVISIONS FOR TEXAS DEPARTMENT OF HEALTH GRANT CONTRACTS ARTICLE 1. Preambi PERFORMING AGENCY and RECEIVING AGENCY (the parties) hereby agree to make and enter into this grant contract (contract), to faithfully perform the duties prescribed by this contract and to uphold and abide by its terms and provisions. This contract consists of RECEIVING and PERFORMING AGENCY identifying data, Details of Attachment(s), authorized signatures, General Provisions, and Attachment(s) with detailed Scope(s) of Work, Special Provisions, budget(s), and exhibit(s) as applicable. This contract represents the complete and entire understanding and agreement of the parties. No prior agreement or understanding, oral or otherwise, of the parties or their agents will be valid or enforceable unless embodied in this contract. The person or persons signing and executing this contract on behalf of PERFORMING AGENCY, or representing themselves as signing and executing this contract on behalf of PERFORMING AGENCY, warrant and guarantee that he, she, or they have been duly authorized by PERFORMING AGENCY to execute this contract on behalf of PERFORMING AGENCY and to validly and legally bind PERFORMING AGENCY to all of its terms, performances, and provisions. PERFORMING AGENCY assures compliance with this contract, including these General Provisions unless otherwise specified in the Attachment(s) to this document: ARTICLE 2. Term The time period of this contract shall be governed by the term(s) of the Attachment(s). No commitment of contract funds is permitted prior to the first day or subsequent to the last day of the term. The term may be extended or shortened by amendment(s). ARTICLE 3. Fundin This contract is contingent upon the availability of funding for each Attachment for the term of the Attachment. PERFORMING AGENCY will have no right of action against the State of Texas or RECEIVING AGENCY in the event that RECEIVING AGENCY is unable to fulfill its obligations under this contract as a result of lack of sufficient funding of RECEIVING AGENCY for any Attachment(s) to this contract. If funds become unavailable, provisions of the Termination Article will apply. „ ARTICLE 4. Amendments This contract may only be amended if the amendment is in writing and signed by individuals with authority to bind all parties. PERFORMING AGENCY shall not perform and RECEIVING AGENCY shall not pay for the performance of different or additional services, work, or products except pursuant to an amendment of this contract that is executed in compliance with this Article. RECEIVING AGENCY may not waive any term, covenant, or condition of this contract unless by amendment executed in compliance with this Article. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 1 4/98 ARTICLE 5. Severabili1y 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. ARTICLE 6. Applicable Laws and Standards This contract shall be interpreted under and in accordance with the laws of the State of Texas and enabling state rules. Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this contract. The principles in the Uniform Grant Management Standards (UGMS) as amended by revised federal circulars and incorporated in UGMS by the Governor's Budget and Planning Office shall be used as a guide in the pricing of fixed price arrangements where costs are used in determining the appropriate price. RECEIVING AGENCY must give prior approval for changes to contract Attachment(s) as specified by UGMS in "Part III -State Uniform Requirements for Grants and Cooperative Agreement, Subpart C-Post-Award Requirements, item _.30-Changes" and applicable federal Office of Management and Budget (OMB) circulars. RECEIVING AGENCY will provide copies of applicable OMB circulars, Code of Federal Regulations, and UGMS to PERFORMING AGENCY upon request. These documents are incorporated by reference as a condition of this contract. PERFORMING AGENCY may not use funds granted under this contract to lobby Congress or any agency in connection with a specific grant or contract (31 USC §1352 and UGMS). If at any time this contract exceeds $100,000, regardless of funding, the PERFORMING AGENCY shall certify to RECEIVING AGENCY within 90 days of receipt of the executed contract that none of the funds provided by RECEIVING AGENCY have been used for payment to lobbyists and the names of any and all registered lobbyists with whom PERFORMING AGENCY has an agreement. RECEIVING AGENCY will supply the certification form to PERFORMING AGENCY upon request. PERFORMING AGENCY, if a corporation, certifies by execution of this contract that its payment of franchise taxes is currently in "good standing" with the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tax Code, Chapter 171, VTCA). A false statement regarding franchise tax status is a material breach of this contract. If franchise tax payments become delinquent during the Attachment term, payments under this contract will be withheld until PERFORMING AGENCY's delinquent franchise tax is paid in full. ARTICLE 7. Debarment and Suspension PERFORMING AGENCY certifies by execution of this contract to the following: it is not ineligible for participation in federal or state assistance programs under Executive Order 12549, Debarment and Suspension; 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 department or agency; it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; and (Fee -for -Service) 1999 GENERAL PROVISIONS Page 2 4/98 it is not subject to an outstanding judgment in a suit against PERFORMING AGENCY for collection of the balance of a debt. Where the PERFORMING AGENCY is unable to certify to any of the statements in this Article, PERFORMING AGENCY shall attach an explanation. PERFORMING AGENCY shall not contract with a subrecipient nor procure goods or services from a subcontractor, at any tier, which is debarred or suspended or is otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549. ARTICLE 8. Assurances PERFORMING AGENCY shall establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. To the extent such provisions are applicable to PERFORMING AGENCY, PERFORMING AGENCY agrees to fully comply with the following: ► Title VI of the Civil Rights Act of 1964, 42 USC §§2000d et seq. (P.L. 88-352), which prohibits discrimination on the basis of race, color or national origin; ► Title IX of the Education Amendments of 1972, as amended, 20 USC §§ 1681-1683, and 1685-1686, which prohibits discrimination on the basis of sex; ► Section 504 of the Rehabilitation Act of 1973, 29 USC §794(a), which prohibits discrimination on the basis of disabilities and the Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; ► The Age Discrimination Act of 1974, as amended, 42 USC §§6101-6107, which prohibits discrimination on the basis of age; ► The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; ► The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; ► Public Health Service Act of 1912, §§523 and 527, 42 USC §§290 dd-2, as amended, relating to confidentiality of alcohol and drug abuse patient records; ► Title VIII of the Civil Rights Act of 1968, 42 USC §3601 et seq., as amended, relating to nondiscrimination in the sale, rental or financing of housing; and, ► The requirements of any other nondiscrimination statute(s). Collectively, such requirements obligate RECEIVING AGENCY to provide services without discrimination on the basis of race, color, national origin, age, sex, or disability. PERFORMING AGENCY agrees that, in carrying out the terms of this contract, it will do so in a manner which will assist RECEIVING AGENCY to comply with such obligations to the fullest extent of PERFORMING AGENCY's ability. PERFORMING AGENCY agrees to comply with all or part of the following, as applicable; A. Texas Labor Code, Chapter 21, VTCA, which requires that certain employers not discriminate on the basis of race, color, disability, religion, sex, national origin, or age. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 3 4/98 B. Immigration Reform and Control Act of 1986, 8 USC §§ 1324a et seq. as amended, regarding employment verification and retention of verification forms for any individual(s) hired on or after November 6, 1986, who will perform any labor or services under this contract. C. Pro -Children Act of 1994, 20 USC §§6081-6084, regarding the provision of a smoke -free workplace and promoting the non-use of all tobacco products. D. The National Research Service Award Act of 1971, as amended, 42 USC §§288 et seq. and 6601 (P.L. 93-348 and P.L. 103-43) regarding the protection of human subjects involved in research, development, and related activities supported by any applicable award of federal assistance. E. The Clinical Laboratory Improvement Amendments of 1988, 42 USC §263a, which establish federal requirements for the regulation and certification of clinical laboratories. F. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 56 Fed. Reg. 64175 (1991), 29 CFR § 1910.1030, which set safety standards for those workers and facilities who may handle blood borne pathogens. G. Laboratory Animal Welfare Act of 1966, 7 USC §§2131 et seq. (P.L. 89-544), as amended, pertaining to the care, handling, and treatment of warm-blooded animals held for research, teaching, or other activities supported by this award of assistance. H. Article 9102, Texas Revised Civil Statutes (TRCS), as amended, pertaining to standards which eliminate architectural barriers for persons with disabilities. 1. Health and Safety Code § 165.004 (Vernon's Supp. 1998), relating to the promotion of breast-feeding by providing information that encourages breast-feeding to program participants who are pregnant women or mothers with infants. Promotional material may be requested from RECEIVING AGENCY by calling (512) 406-0744. J. Environmental standards pursuant to the following: (1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§43214347 (P.L. 91-90) and Executive Order 11514 "Protection and Enhancement of Environmental Quality." (2) Notification of violating facilities pursuant to Executive Order 11738 "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans." (3) Protection of wetlands pursuant to Executive Order 11990. (4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988. (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) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, as amended, 42 USC §§7401 et seq. (7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended, 42 USC §§300f-300j (P.L. 93-523). (8) Protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 205). K. The Hatch Political Activity Act, 5 USC §7321-29, which limits the political activity of employees whose principal employment activities are funded in whole or in part with federal funds. L. The Federal Fair Labor Standards Act and the Intergovernmental Personnel Act of 1970, as applicable, concerning minimum wage and maximum hours. M. General Appropriations Act, Regular Session, 75th Legislature, 1997, Article IX, §33 "Limitation on Grants to Units of Local Government." For the purpose of §33, "unit of local government" shall mean a council of governments, a regional planning commission, or a similar regional planning agency created under Chapter 391, Local Government Code; a Local Workforce Development Board; or an MHMR community center. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 4 4l98 N. Texas Government Code, Chapter 573, Vernon's 1994, relating to nepotism. O. Texas Government Code, Chapter 552, Vernon's 1994, relating to open records and public information. P. Texas Government Code, Chapter 551, Vernon's 1994, relating to open meetings. Q. Texas Government Code, Chapter 415, and all rules adopted by the Texas Commission on Law Enforcement Officer Standards and Education pursuant to Chapter 415, Texas Government Code relating to regulated law enforcement agencies. PERFORMING AGENCY will insure that the facilities under its ownership, lease or supervision which shall be utilized in the accomplishment of the project are not listed on the Environmental Protection Agency's (EPA) list of Violating Facilities and that it will notify the Federal grantor agency of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating that a facility to be used in the project is under consideration for listing by the EPA (Executive Order 11738). PERFORMING AGENCY will comply with the flood insurance purchase requirements of 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234). Section 102 (a) requires the purchase of flood insurance in communities where the insurance is available as a condition for the receipt of any federal financial assistance for construction or acquisition proposed for use in any area that has been identified by the Secretary of the U.S. Department of Housing and Urban Development as an area having special flood hazards. As required by Texas Family Code, §231.006, VTCA, a child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state -funded grant or loan. If applicable, the PERFORMING AGENCY agrees to comply with these provisions, 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. PERFORMING AGENCY agrees to comply with the requirements of the Texas Workers' Compensation Act, Labor Code, Chapters 401-406, VTCA, and rules promulgated thereunder found at 28 Texas Administrative Code (TAC), Chapter 41, et seq., which cover compensation for employees' injuries. When incorporated into a contract, standard assurances contained in the application package, if any, become terms or conditions for receipt of RECEIVING AGENCY funds. PERFORMING AGENCY and its subrecipients shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. PERFORMING AGENCY will comply with all federal tax laws and is solely responsible for filing all required state and federal tax forms. PERFORMING AGENCY shall comply with all applicable requirements of federal and state laws, executive orders, regulations and policies governing the activity described in Attachment(s), and with the applicable standard conditions or assurances prescribed by UGMS in "Part III -State Uniform Requirements for Grants and Cooperative Agreement, Subpart B-Pre-Award Requirements, item —14-State Assurances." PERFORMING AGENCY assures it shall not transfer, assign or sell its interest in this contract, or in any equipment purchased with funds from this contract, without the written consent of RECEIVING AGENCY. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 5 4/98 ARTICLE 9. Year-2000 Certification PERFORMING AGENCY certifies that any supplied or supported hardware, software, firmware and micro code products used individually or together as a system to comply with RECEIVING AGENCY contract requirements will be year-2000-compliant on or before the date such hardware, software, firmware and systems are to be impacted. Year-2000-compliant means that such product operates "accurately" in the manner in which it was intended as it relates to date related operations when given a "valid date" containing century, year, month, and day. For purposes of this Article, "accurately" is defined to include the following: 1) calculations using dates must execute using a four -digit year; 2) functionality -on-line, batch including entry, inquiry, maintenance and updates must support four -digit year processing; 3) interfaces and reports must support four -digit year processing; 4) successful translation into year-2000 with the correct system date (e.g., 1/1/2000) without human intervention; 5) processing with a four -digit year after transition to any beyond the year-2000 without human intervention; 6) providing correct results in forward and backward date calculation spanning century boundaries; 7) a leap year must be calculated correctly; and 8) processing correct results in forward and backward date calculation spanning century boundaries must be provided, including the conversion of previous years currently stored as two digits. "Valid date" contains a two -digit month, a two -digit day and a four -digit year. PERFORMING AGENCY and its subrecipient(s) as licensee(s) must obtain a warranty from any licensor from which it obtains software that any software licensed prior to, during, or after calendar year-2000, that includes or shall include, at no added cost to PERFORMING AGENCY or its subrecipient(s), design and performance so that PERFORMING AGENCY and its subrecipient(s) shall not experience software abnormally ending and/or invalid and/or incorrect results from the software in the operation of the business of the PERFORMING AGENCY or its subrecipient(s) as it pertains to RECEIVING AGENCY. The software design to ensure year-2000 compatibility shall include date data century recognition, calculations that accommodate same century and multi -century formulas and date values, and date data interface values that reflect the century. If PERFORMING AGENCY purchases specific products to perform as a system, then the warranty shall apply to those listed products as a system. The remedies available to the PERFORMING AGENCY under the warranty shall include repair or replacement of any supplied product, in addition to and notwithstanding any commercial warranty or warranties. Nothing in this warranty shall be considered to limit any rights or remedies that PERFORMING AGENCY may otherwise have with respect to defects other than year-2000 performance. RECEIVING AGENCY will not hold PERFORMING AGENCY responsible if the information coming to PERFORMING AGENCY's product/software from RECEIVING AGENCY is inaccurate or corrupt. ARTICLE 10. Certification Regarding License. Certificate. or Permi RECEIVING AGENCY may pay PERFORMING AGENCY only for personnel who are duly licensed and/or qualified to perform required services. PERFORMING AGENCY certifies that no owner, operator, or administrator of the PERFORMING AGENCY has had a license, certificate, or permit revoked by any of the Texas state agencies listed below Q 163 of Article IX of the General Appropriations Act, 75th Legislature): Adjutant General's Department Board of Private Investigators and Private Security Agencies Interagency Council on Early Childhood Intervention (Fee -for -Service) 1999 GENERAL PROVISIONS Page 6 4/98 • Texas Alcoholic Beverage Commission • Texas Cancer Council • Texas Children's Trust Fund of Texas Council • Texas Commission for the Deaf and Hard of Hearing • Texas Commission on Alcohol and Drug Abuse • Texas Commission on Jail Standards • Texas Commission on Law Enforcement Officers Standards & Education • Texas Commission on Fire Protection • Texas Council on Sex Offender Treatment • Texas Criminal Justice Policy Council • Texas Department of Criminal Justice • Texas Department of Human Services • Texas Department of Mental Health & Mental Retardation • Texas Department of Protective and Regulatory Services • Texas Department of Public Safety • Texas Department of Health • Texas Health & Human Services Commission • Texas National Guard Armory Board • Texas Polygraph Examiners Board • Texas Rehabilitation Commission • Texas Youth Commission ARTICLE 11. Standards for Financial and Programmatic Management PERFORMING AGENCY shall bill third party payers, at no cost to the client, for services provided under the Attachment(s). These potential payers include, but are not limited to, Medicaid, private insurance carriers, and other available federal, state, local, and private funds. PERFORMING AGENCY shall become a Medicaid provider for eligible activities funded in the Attachment(s) and will maximize efforts to obtain payment from Medicaid and all other available sources. PERFORMING AGENCY, if designated a 501(cx3) organization as defined in the Internal Revenue Service Code or a for -profit organization, and its governing board, shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. Such responsibility shall include: accountability for all funds and materials received from RECEIVING AGENCY; compliance with RECEIVING AGENCY rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self -evaluation and RECEIVING AGENCY's monitoring processes. Further, PERFORMING AGENCY's governing board shall ensure separation of powers, duties, and functions of board members and staff. Ignorance of any contract provisions or other requirements contained or referenced in this contract shall not constitute a defense or basis for waiving or appealing such provisions or requirements. ARTICLE 12. Terms and Conditions of Payment For services satisfactorily performed pursuant to this contract, RECEIVING AGENCY will pay PERFORMING AGENCY for allowable costs. Payments are contingent on a signed contract and will not exceed the total of each Attachment(s). The PERFORMING AGENCY is entitled to payment only if the service, work, and/or product has been satisfactorily performed and authorized in accordance with this contract. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 7 4/98 PERFORMING AGENCY must submit requests for payment on a State of Texas Purchase Voucher (TDH Form B-13) or any other form designated by RECEIVING AGENCY. PERFORMING AGENCY shall submit vouchers for payment monthly within 30 days following the end of the month covered by the bill. PERFORMING AGENCY shall submit a request as a final close out bill not later than 90 days following the end of the applicable Attachment term(s). Requests submitted and postmarked more than 90 days following the end of the applicable Attachment term may not be paid, at the discretion of RECEIVING AGENCY. PERFORMING AGENCY shall disburse program income, rebates, refunds, contract settlements, audit recoveries and interest earned on such funds before requesting additional cash payments from RECEIVING AGENCY. As of September 1, 1998, PERFORMING AGENCY is required to be placed on Direct Deposit status in accordance with Texas Government Code, §403.016(c), VTCA. PERFORMING AGENCY will no longer receive copies of vouchers. Funding from this contract may not be used to supplant state or local funds, but PERFORMING AGENCY shall use the funds from this contract to increase state or local funds currently available for a particular activity. PERFORMING AGENCY shall maintain its current level of support, if possible. RECEIVING AGENCY shall determine whether costs submitted by PERFORMING AGENCY are allowable and payable. If RECEIVING AGENCY has paid funds to PERFORMING AGENCY for unallowable or ineligible costs, PERFORMING AGENCY shall return the funds to RECEIVING AGENCY within 30 days of notice. RECEIVING AGENCY may withhold all or part of any payments to PERFORMING AGENCY to offset payment for any ineligible expenditures that PERFORMING AGENCY has not paid to RECEIVING AGENCY. RECEIVING AGENCY may take repayment from funds available under any contract Attachment, active or expired, with the same funding source in amounts necessary to fulfill PERFORMING AGENCY repayment obligations. ARTICLE 13. Program Income PERFORMING AGENCY may, or if PERFORMING AGENCY is a local health department will, develop a fee for service system and a schedule of fees for personal health services in accordance with the provisions of Chapter 12, Subchapter D, Health and Safety Code, VTCA; the Texas Board of Health rules covering Fees for Clinical Health Services, 25 TAC § 1.91; and other applicable laws. No patient may be denied a service due to inability to Pay All revenues directly generated by an Attachment(s) supported activity or earned only as a result of the Attachment(s) during the term of the Attachment(s) are considered program income. PERFORMING AGENCY shall identify and report this income utilizing the forms and frequencies specified in the Financial Reports Article of these provisions. PERFORMING AGENCY shall use program income to provide additional client services if PERFORMING AGENCY did not take program income into consideration when determining the rate(s) for the services to be provided. PERFORMING AGENCY shall deduct the program income from the total final billing to RECEIVING AGENCY at the end of the Attachment(s) term(s). Any exception to this requirement will be detailed in the Special Provisions of the applicable Attachment(s). (Fee -for -Service) 1999 GENERAL PROVISIONS Page 8 4/98 RECEIVING AGENCY may base future funding levels, in part, upon the PERFORMING AGENCY's proficiency in identifying, billing, collecting, and reporting program income, and in utilizing it for the purposes and conditions of the applicable Attachment(s). ARTICLE 14. Reports and Inspections PERFORMING AGENCY shall submit the financial, program, and progress reports required by RECEIVING AGENCY in the format agreed to by the parties. PERFORMING AGENCY shall provide RECEIVING AGENCY other reports RECEIVING AGENCY determines to be necessary to accomplish the objectives of this contract. if PERFORMING AGENCY is legally prohibited from providing such reports, it shall immediately notify RECEIVING AGENCY. RECEIVING AGENCY and, when federal funds are involved, any authorized representative(s) of the federal government have the right, at all reasonable times, to inspect or otherwise evaluate the work (including reviews of client or patient records and discussions with staff) performed by PERFORMING AGENCY and its subrecipient(s), if any, and the premises on which the work is being performed. PERFORMING AGENCY and its subrecipient(s) shall participate in inspections and provide reasonable access, facilities, and assistance to the representatives. All inspections and evaluations will be performed in such a manner as will not unduly interfere with the work. PERFORMING AGENCY and its subrecipient(s), if any, shall give RECEIVING AGENCY, the federal government, and the Texas State Auditor, or any of their duly authorized representatives, access to any pertinent books, documents, papers, and client or patient records, if any, for the purpose of making audit, examination, excerpts, and transcripts of transactions related to contract Attachment(s). RECEIVING AGENCY will have the right to audit billings both before and after payment. Payment under Attachment(s) will not foreclose the right of RECEIVING AGENCY to recover excessive or illegal payments. Any deficiencies identified by RECEIVING AGENCY upon examination of PERFORMING AGENCY's records will be conveyed in writing to PERFORMING AGENCY. PERFORMING AGENCY's resolution of findings will also be conveyed in writing to RECEIVING AGENCY within 30 days of receipt of RECEIVING AGENCY's findings. A RECEIVING AGENCY determination of either an inadequate or inappropriate resolution of the findings may result in sanctions which will remain in effect until RECEIVING AGENCY determines the deficiencies are properly remedied. PERFORMING AGENCY will retain all records for a period of three years from the date of the last expenditure report submitted under contract Attachment(s) or until all audit questions are resolved, whichever time period is longer. ARTICLE 15. Client Records Notwithstanding any other provision herein, if requested by RECEIVING AGENCY, the PERFORMING AGENCY shall share all patient information with RECEIVING AGENCY when the contract involves patient care by the PERFORMING AGENCY. RECEIVING AGENCY may require the PERFORMING AGENCY, or any subrecipient, to transfer a client or patient record to another agency or to RECEIVING AGENCY if the transfer is necessary to protect either the confidentiality of the record or the health and welfare of the client or patient. (Fee for -Service) 1999 GENERAL PROVISIONS Page 9 4/98 In the event of termination, RECEIVING AGENCY may require the transfer of client or patient records as authorized by law upon written notice to PERFORMING AGENCY, either to another entity that agrees to continue the service or to RECEIVING AGENCY. At the end of the Attachment term, PERFORMING AGENCY shall give RECEIVING AGENCY access to the records or provide copies for audit, examination, evaluation, inspection, litigation, or other circumstances that may arise, to the extent authorized by law. PERFORMING AGENCY, or any subrecipient, shall not otherwise transfer an identifiable client record, including a patient record, to another entity or person without written consent from the client or patient, or someone authorized to act on his or her behalf on a form provided by RECEIVING AGENCY or as otherwise authorized by law, including the Texas Medical Practice Act, Article 4495b, TRCS. ARTICLE 16. Confidentiality PERFORMING AGENCY shall have a system in effect to protect client or patient records and all other documents deemed confidential by law which are maintained in connection with the activities funded under this contract. PERFORMING AGENCY may not disclose or transfer confidential client or patient information, including information required by the Reports and Inspections Article, except in accordance with applicable law. If providing direct client care, services, or programs, PERFORMING AGENCY shall implement RECEIVING AGENCY's workplace policies based on the model guidelines, and PERFORMING AGENCY shall educate employees and clients concerning the human immunodeficiency virus (HIV) and its related conditions, including acquired immunodeficiency syndrome (AIDS), in accordance with the Health and Safety Code, §§85.112-114, VTCA. ARTICLE 17. Contracts with Subrecipients PERFORMING AGENCY may enter into contracts with subrecipients unless restricted or otherwise prohibited in specific Attachment(s). PERFORMING AGENCY is responsible to RECEIVING AGENCY for the performance of any subrecipient. Contracts with subrecipients shall be in writing and must include the following:. • name and address of all parties; • a detailed description of the services to be provided; • measurable method and rate of payment and total amount of the contract; • clearly defined and executable termination clause; • beginning and ending dates which coincide with the dates of the applicable contract Attachment(s) or cover a term within the beginning and ending dates of the applicable contract Attachment(s); • access to inspect the work and the premises on which any of the work is performed, in accordance with the Reports and Inspections Article contained in this contract; and • all clauses required by state/federal statutes, executive orders, and their implementing regulations. Prior to entering into an agreement equaling $25,000 or 25% of an Attachment, whichever is greater, PERFORMING AGENCY shall obtain written approval from RECEIVING AGENCY. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 10 4/98 PERFORMING AGENCY shall ensure that: • all subrecipients are fully aware of the requirements imposed upon them by state/federal statutes and regulations; • all subrecipients comply with all financial management requirements as defined by RECEIVING AGENCY and the applicable OMB circulars; • subrecipients complete required audits; • an adequate tracking system is maintained to ensure timely receipt of any subrecipient's required audit reports and the resolution of any findings and questioned costs cited by these reports. ARTICLE 18. Contracts for Procurement PERFORMING AGENCY may enter into contracts for procurement unless restricted or otherwise prohibited in specific Attachment(s). PERFORMING AGENCY agrees that it shall be responsible to RECEIVING AGENCY for the performance of any subcontracted activity. Contracts for procurement shall be in writing and must contain the following provisions: • Administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. (Contracts other than small purchases.) • Termination for cause and for convenience by the PERFORMING AGENCY including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000.) • Compliance with the Copeland "Anti -Kickback" Act (18 USC §874) as supplemented in Department of Labor regulations (29 CFR Part 3). (All contracts and subgrants for construction or repair.) • Compliance with §§ 103 and 107 of the Contract Work Hours and Safety Standards Act (40 USC §§327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by grantees and subgrantees in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers.) • Notice of awarding agency requirements and regulations pertaining to reporting. • Notice of awarding agency requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under such contract. • Awarding agency requirements and regulations pertaining to copyrights and rights in data. • Access by the grantee, the subgrantee, the federal grantor agency, the Comptroller General of the United States, the State of Texas or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination; excerpts, and transcriptions. • Retention of all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. • Compliance with all applicable standards, orders, or requirements issued under§306 of the Clean Air Act (42 USC § 1857(h)), §508 of the Clean Water Act (33 USC § 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000.) • Mandatory standards and policies relating to efficiency which are contained in the state energy plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). (Fee -for -Service) 1999 GENERAL PROVISIONS Page 11 4/98 ARTICLE 19. Copyrights, Publications, and Patents Texas Health and Safety Code § 12.020(a), VTCA, authorizes RECEIVING AGENCY to apply for, register, secure, hold, and protect a patent, copyright, trademark or other evidence of protection or exclusivity issued in or for intellectual property. All work performed that results in the production of original books, manuals, films, or other original material is the exclusive property of RECEIVING AGENCY. All right, title, and interest in and to said property shall vest in RECEIVING AGENCY upon creation. All work performed shall be deemed to be a "work made for hire" and made in the course of the services rendered pursuant to this contract. To the extent that title to any such work may not, by operation of law, vest in RECEIVING AGENCY or such work may not be considered a work made for hire, all rights, title and interest therein are hereby irrevocably assigned to RECEIVING AGENCY. RECEIVING AGENCY shall have the right to obtain and to hold in its own name any and all patents, copyrights, trademarks, service marks, certification marks, collective marks, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. PERFORMING AGENCY shall ensure all rights, titles, and interest in and to the property are secured to RECEIVING AGENCY from PERFORMING AGENCY and its subrecipients. PERFORMING AGENCY agrees to give RECEIVING AGENCY and agrees to require its subrecipients to give RECEIVING AGENCY, or any person designated by RECEIVING AGENCY, all assistance required to perfect the rights defined in this Article, without any charge or expense beyond those amounts payable to PERFORMING AGENCY for the services rendered under the contract. If federal funds are used to finance activities supported by the contract Attachment(s) that result in the production of original books, manuals, films, or other original material, 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 work developed under a grant, subgrant, or contract under a grant or subgrant; and (2) any rights of copyright to which a PERFORMING AGENCY or its subrecipient purchases ownership with grant support. PERFORMING AGENCY 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 shall be to the effect that "This publication was made possible by grant number from (federal awardin ag�&ency)" 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 awardingagency)." gency)." In the event the terms of a federal grant award the copyright to the PERFORMING AGENCY, RECEIVING AGENCY reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for RECEIVING AGENCY and state government purposes (1) the copyright in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2) any rights of copyright to which a grantee, subgrantee or a contractor purchases ownership with grant support. PERFORMING AGENCY may publish the results of the contract performance at its expense with prior RECEIVING AGENCY review and approval. If RECEIVING AGENCY owns the copyright, any publication should include "(D Texas Department of Health, 1100 West 49th Street, Austin, Texas, (the year of publication), All Rights Reserved." If the PERFORMING AGENCY is the copyright holder, any publication shall include acknowledgment of the support received from RECEIVING AGENCY. At least six copies of any such publication must be provided to RECEIVING AGENCY. RECEIVING AGENCY reserves the right to require additional copies before or after the initial review. PERFORMING AGENCY and any subrecipient, as appropriate, must comply with the standard patent rights clauses in 37 Code of Federal Regulations §401.14 or Federal Acquisition Regulations 52.227.11. (Fee for-5ervice) 1999 GENERAL PROVISIONS Page 12 4/98 ARTICLE 20. Fold Harmless PERFORMING AGENCY, as an independent contractor, agrees to hold RECEIVING AGENCY and/or 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 PERFORMING AGENCY under this contract. ARTICLE 21. Bonding PERFORMING AGENCY is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under the contract Attachment(s) up to $100,000 that covers each employee of the PERFORMING AGENCY handling funds under this contract, including person(s) authorizing payment of such funds. The fidelity bond or insurance will provide for indemnification of losses occasioned by: 1) any fraudulent or dishonest act or acts committed by any of PERFORMING AGENCY's employees, either individually or in concert with others, and/or 2) failure of PERFORMING AGENCY 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. ARTICLE 22. Historically Underutilized Businesses RECEIVING AGENCY shall comply with Texas Government Code, Chapter 2161, VTCA, and 1 TAC §§111.11- 111.24 whereby state agencies are required to make a good faith effort to assist historically underutilized businesses (HUBS) in receiving contract awards issued by the state to purchase "goods," which are defined as "supplies, materials, or equipment," services, or public works. If PERFORMING AGENCY subcontracts a portion of this contract, PERFORMING AGENCY agrees to make a good faith effort to subcontract with HUBS during the performance of its contract Attachment(s) with RECEIVING AGENCY and will report HUB subcontract activity on a quarterly basis to RECEIVING AGENCY. PERFORMING AGENCY and its subrecipient(s), if any, are encouraged to use minority banks (a bank which is owned at least 50 percent by minority group members). ARTICLE 23. Sanctions RECEIVING AGENCY may impose sanctions for any breach of contract. PERFORMING AGENCY will be monitored both for programmatic and financial compliance. RECEIVING AGENCY may, at its own discretion, impose one or more sanctions for each item of noncompliance and will determine sanctions on a case -by -case basis. A state or federal statute, rule, 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. RECEIVING AGENCY may: A. terminate all or a part of the contract. Termination is the permanent withdrawal of the PERFORMING AGENCY's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by the PERFORMING AGENCY to obligate previously awarded funds. PERFORMING AGENCY costs resulting from obligations incurred by the PERFORMING AGENCY after termination of an award are not allowable unless expressly authorized by the notice of termination. Termination does not include: (1) withdrawal of funds awarded on the basis of the grantee's (Fee -for -Service) 1999 GENERAL PROVISIONS Page 13 4/98 underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated balance as of the expiration of a grant; (3) refusal to extend a grant or award additional funds, to make a competing or noncompeting continuation, renewal, extension, or supplemental award; or (4) voiding of a grant upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception; B. suspend all or part of the contract. Suspension is, depending on the context, either (1) the temporary withdrawal of the PERFORMING AGENCY's authority to obligate funds pending corrective action by the PERFORMING AGENCY or its subrecipient(s) or pending a decision to terminate or amend the contract, or (2) an action taken by a suspending official in accordance with agency regulations implementing Executive Order 12549 to immediately exclude a person from participating in grant transactions for a period, pending completion of an investigation and such legal or debarment proceedings as may ensue. PERFORMING AGENCY costs resulting from obligations incurred by the PERFORMING AGENCY during a suspension are not allowable unless expressly authorized by the notice of suspension; C. disallow (deny both use of funds and matching credit for) all or part of the activities or action not in compliance; D. temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of advances or reimbursements to PERFORMING AGENCY or its subrecipient(s) for proper charges or obligations incurred, pending resolution of issues of noncompliance with grant conditions or indebtedness to the United States or to the State of Texas; E. permanently withhold cash payments. Permanently withholding of cash payment means that RECEIVING AGENCY retains funds billed by the PERFORMING AGENCY or its subrecipient(s) for a) unallowable, undocumented, disputed, inaccurate, improper, or erroneous claims; b) failure to comply with grant award conditions; or c) indebtedness to the United States or to the State of Texas; F. deny contract renewal or future contract awards to a PERFORMING AGENCY for a certain period of time not to exceed five years; G. delay contract execution with the PERFORMING AGENCY while other proposed sanctions are pending resolution; H. place the PERFORMING AGENCY on probation. Probation means that the PERFORMING AGENCY will be placed on accelerated monitoring for a period not to exceed six months at which time items of noncompliance must be resolved or substantial improvement shown by the PERFORMING AGENCY; I. conduct accelerated monitoring of the PERFORMING AGENCY. Accelerated monitoring means more frequent or more extensive monitoring will be performed by RECEIVING AGENCY than would routinely be accomplished; J. require the PERFORMING AGENCY to obtain technical or managerial assistance; K. disallow requests for payments by disapproving costs or fees submitted for payment or reimbursement by PERFORMING AGENCY; (Fee -for -Service) 1999 GENERAL PROVISIONS Page 14 4/98 L. establish additional prior approvals for expenditure of funds by the PERFORMING AGENCY; M. require additional, more detailed, financial and/or programmatic reports to be submitted by PERFORMING AGENCY; N. demand repayment from the PERFORMING AGENCY; O. reduce the contract funding amount for failure to achieve or maintain the proposed level of service, to expend funds appropriately and at a rate which will make full use of the award, or to provide services as set out in the contract; and P. impose other remedies provided by law. RECEIVING AGENCY will formally notify the PERFORMING AGENCY in writing when a sanction is imposed (with the exception of accelerated monitoring, which may be unannounced), stating the nature of the sanction(s), the reasons for imposing them, the corrective actions which must be taken before they will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the sanctions imposed. PERFORMING AGENCY is required to file, within 15 days of receipt of notice, a written response to RECEIVING AGENCY's program/division that sent the notice, acknowledging receipt of such notice and stating how the PERFORMING AGENCY will correct the noncompliance or demonstrating that the findings on which the sanctions are based are either invalid or do not warrant the sanction(s). In an emergency, RECEIVING AGENCY may immediately terminate or suspend all or part of the contract, temporarily or permanently withhold cash payments, deny contract renewal or future contract awards, or delay contract execution by delivering written notice to a PERFORMING AGENCY, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as the following: • PERFORMING AGENCY is noncompliant and the noncompliance has a direct adverse impact on the public or client health or safety. The direct adverse impact may be programmatic or financial, impacting health or safety by failing to provide services, providing inadequate services, providing unnecessary services, or utilizing resources so that the public or clients do not receive the benefits contemplated by the contract scope of work or performance measures; • PERFORMING AGENCY fails to achieve a performance measure; • PERFORMING AGENCY is paid or requesting payment for expenditures which are not in accordance with applicable federal or state laws and regulations or the provisions of the contract; or • PERFORMING AGENCY is expending funds inappropriately. Whether PERFORMING AGENCY'S conduct or inaction is an emergency shall be determined by RECEIVING AGENCY on a case -by -case basis and shall be based upon the egregious nature of the noncompliance or conduct. ARTICLE 24. Sanction Review PERFORMING AGENCY may request a review of the imposition of the following sanctions: termination of all or part of the contract, suspension of all or part of the contract, permanent withholding of cash payments, and denial of contract renewal or future contract awards. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 15 4/98 PERFORMING AGENCY must make the request for review in writing to RECEIVING AGENCY within fifteen (15) days from the date of notification by providing written notice of the dispute to the person who signed the notification. PERFORMING AGENCY's notice shall contain the following: (i) a copy of the letter from RECEIVING AGENCY notifying PERFORMING AGENCY of the sanction; (ii) a specific description of each act that is the basis for the dispute; (iii) the grounds upon which PERFORMING AGENCY bases the complaint; (iv) an identification of the issue or issues to be resolved; (v) a precise statement of the relevant facts; (vi) any documentation in support of PERFORMING AGENCY's position; and (vii) a statement and authorities in support of PERFORMING AGENCY's position. Evidence that PERFORMING AGENCY properly notified RECEIVING AGENCY consists of any of the following documents: (i) signature on delivery card; (ii) confirmation of a facsimile to correct telephone number, or (iii) signed acknowledgment of delivery. RECEIVING AGENCY's representative will schedule a meeting or a conference call to attempt to resolve the issues in dispute. If the dispute is resolved, any resolution will be in writing and will be signed by all parties. If the dispute is not resolved, RECEIVING AGENCY's representative will notify the PERFORMING AGENCY in writing. RECEIVING AGENCY will appoint a reviewer(s), who will review the information, who may permit or require additional information and who may grant, deny, or modify all relief requested in the written notice of dispute. The reviewer(s)'s decision will be in writing and will contain a discussion of the reason for the decision and the remedial action, if any. The reviewer(s) will send copies of the decision to all parties by any verifiable means. The decision of the reviewer(s) is final and is the final action of RECEIVING AGENCY for purposes of further proceedings. A state statute or rule or a federal statute, regulation or guideline will prevail over the provisions of this Article unless the statute, rule, regulation or guideline can be read together with the provision or provisions of this Article to give effect to both. ARTICLE 25. Termination Each Attachment shall terminate upon the expiration date of the Attachment unless extended by written amendment in accordance with the Amendments Article. Prior to completion of the contract term, all or a part of this contract may be terminated with or without cause as set out below. A. Termination without cause. (1) Either party may terminate this contract with at least 90 days prior written notice to the other PAY• (2) The parties may terminate this contract by mutual agreement. (3) Either party may terminate this contract with at least 30 days prior written notice to the other party in the event state and/or federal funding for this contract is terminated, limited, suspended, or withdrawn. (4) RECEIVING AGENCY may terminate this contract when, in the sole determination of RECEIVING AGENCY, termination is in the best interest of the State of Texas. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 16 4198 B. Termination for cause. (1) Either party may terminate for material breach of contract with at least 30 days written notice to the other party. (2) RECEIVING AGENCY may terminate this contract, in whole or in part, for breach of contract or for risky conduct by giving at least 30 days written notice to PERFORMING AGENCY. "Risky conduct" may include one or more of the following: (a) A court of competent jurisdiction finds that the PERFORMING AGENCY has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; (b) PERFORMING AGENCY fails to communicate with RECEIVING AGENCY or fails to allow its employees or those of its subrecipients to communicate with RECEIVING AGENCY as necessary to the performance of the contract; (c) PERFORMING AGENCY breaches a standard of confidentiality with respect to the services provided under this contract; (d) RECEIVING AGENCY determines that the PERFORMING AGENCY is without the personnel or resources to perform under the contract; (e) RECEIVING AGENCY determines that PERFORMING AGENCY, its agent or another representative offered or gave a gratuity (e.g., an entertainment or gift) to an official or employee of RECEIVING AGENCY for the purpose of obtaining a contract or favorable treatment; (f) PERFORMING AGENCY's management system does not meet the UGMS management standards; or (g) PERFORMING AGENCY appears to be financially unstable. Indicators of financial instability may include one or more of the following: (i) PERFORMING AGENCY fails to make payments; (ii) PERFORMING AGENCY makes an assignment for the benefit of its creditors; (iii) PERFORMING AGENCY admits in writing its inability to pay its debts generally as they become due; (iv) If judgment for the payment of money in excess of $50,000 (which is not covered by insurance) is rendered by any court or governmental body against PERFORMING AGENCY, and PERFORMING AGENCY 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 30 days from the date of entry thereof, and within the 30-day period or a longer period during which execution of the judgment shall have been stayed, appeal therefrom and cause the execution (Fee for -Service) 1999 GENERAL PROVISIONS Page 17 4/98 thereof to be stayed during such appeal while providing such reserves therefore as may be required under general accepted accounting principles; (v) A writ or warrant of attachment or any similar process shall be issued by any court against all or any material portion of the property of PERFORMING AGENCY, and such writ or wan -ant of attachment or any similar process is not released or bonded within 30 days after its entry; (vi ) PERFORMING AGENCY is adjudicated bankrupt or insolvent; (vii) PERFORMING AGENCY files a case under the Federal Bankruptcy Code or is seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any case or petition against it under any such law; (viii) Any property or portion of the property of PERFORMING AGENCY is sequestered by court order and the order remains in effect for more than 30 days after the party obtains knowledge thereof; (ix) A petition is filed against PERFORMING AGENCY under any state reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation, or receivership law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within 30 days; or (x) PERFORMING AGENCY consents to the appointment of a receiver, trustee, or liquidator of PERFORMING AGENCY or of all or any part of its property. C. Emergency termination. RECEIVING AGENCY may terminate the contract immediately upon notice to PERFORMING AGENCY in an emergency by any verifiable means. "Emergency" is defined in the Sanctions Article. 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, RECEIVING AGENCY and PERFORMING AGENCY will try to resolve any issues related to the anticipated termination in good faith during the notice period. Upon termination of all or part of this contract, RECEIVING AGENCY and PERFORMING AGENCY will be discharged from any further obligation created under the applicable terms of this contract except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination. Termination does not, however, constitute a waiver of any remedies for breach of this contract. In addition, the obligations of the PERFORMING AGENCY to retain records and maintain confidentiality of information shall survive this contract. ARTICLE 26. Breach of Contract Any remedies set out in this contract are in addition to rights and remedies for breach of contract provided by law. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 18 4/98 ARTICLE 27. Void Contract RECEIVING AGENCY may hold a contract void upon determination that the contract award was obtained fraudulently or was otherwise illegal or invalid from its inception. ARTICLE 28. Cgnflict of Interest PERFORMING AGENCY does not have nor shall it knowingly acquire any interest that would conflict in any manner with the performance of its obligations under this contract. Potential conflicts of interest include an existing business or personal relationship between PERFORMING AGENCY, its principal, or any affiliate or subrecipient with RECEIVING AGENCY, its officers or employees, or any other entity or person involved in any way in any project that is the subject of this contract. ARTICLE 29. Survival of Terms Termination or expiration of this contract for any reason shall not release either party from any liabilities or obligations set forth in this contract that (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. ARTICLE 30. No Waiver of Sovereign Immunity THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY RECEIVING AGENCY OR THE STATE OF TEXAS OF ANY EMMJNI7['IES FROM SUIT OR FROM LIABILITY THAT RECEIVING AGENCY OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. (Fee -for -Service) 1999 GENERAL PROVISIONS Page 19 4/98 DOCUMENT NO. 7560005906A-99 ATTACHMENT NO. 01 PERFORMING AGENCY: LUBBOCK CITY HEALTH DEPARTMENT RECEIVING AGENCY PROGRAM: MILK AND DAIRY PRODUCTS DIVISION TERM: September 01, 1998 THRU: August 31, 1999 SECTION I. SCOPE OF WORK: PERFORMING AGENCY will provide analyses of milk samples. Analyses will meet laboratory proficiency standards as set by the National Conference of Interstate Milk Shipments and the 1993 U.S. Public Health Service Grade "A" Pasteurized Milk Ordinance, 25 TAC Chapter 217. PERFORMING AGENCY will: 1. Perform to completion and report out by mail as soon as possible all required and/or requested tests. The date of completion of testing will not exceed 48 hours from the date of sample submission to PERFORMING AGENCY laboratory. (Mailers will be supplied by RECEIVING AGENCY.) 2. Send original copies of laboratory results forms to RECEIVING AGENCY, Milk and Dairy Products Division, 1100 West 49th Street, Austin, Texas 78756, to be microfilmed and returned to PERFORMING AGENCY. 3. Submit monthly vouchers which include total number and kinds of tests performed to RECEIVING AGENCY, Milk and Dairy Products Division. PERFORMING AGENCY agrees to comply with: Chapter 435, Health and Safety Code, Dairy Products. PERFORMING AGENCY will provide an estimated 2.124 analyses of milk samples in the service area defined as: Lubbock. SECTION 11. SPECIAL PROVISIONS: General Provisions, FINANCIAL REPORTS Article, does not apply to this Attachment. SECTION III. BUDGET: Laboratory analyses will be performed at a rate per test not to exceed the following schedule: ATTACHMENT - Page 1 Standard Plate Count Direct Microscopic Somatic Cell Count Electronic Somatic Cell Count Added Water Antibiotics Inhibitor (Disk Assay) Antibiotics Confumation Rapid Test Aflatoxin Phosphatase Coliform Water Supply Cooling Water SPC $ 6.00 DMSCC 8.00 ESCC 8.00 Cryoscope 2.00 Disc 4.50 Charm I, II, SNAP, ETC 24.00 Vicam 12.50 Fluorophos 7.50 Coli 5.50 Water 15.00 Glycol - Sweet Water 15.00 ATTACHMENT - Page 2 EXECUTED IN DUPLICATE ORIGINALS ON THE DATES SHOWN. CITY OF LUBBOCK Authorized Contracting Entity (type above if different from PERFORMING AGENCY) for and in behalf of: PERFORMING AGENCY NAME: LUBBOCK CITY HEALTH DEPARTMENT By:A, 11) ig e o pe n audVized to sign contracts) WIMY =TCN, MAYOR (Name and Title) Date: August 27, 1998 RECOMMENDED: By: qll� (PERFO AGENCY Director, if different fromDoug er� soon ,a�u� o izeQcagA gr rigor of Health & Cctmnmity Services Approved as to form: 41 William debase Assistant city Attorney RECEIVING AGENCY NAME: TEXAS DEPARTMENT OF HEALTH By: (Signature o rson authorized to sign contracts) Douglas C. Wilson, Director Grants Management Division (Name and Title) Date: Cover Page 3