HomeMy WebLinkAboutResolution - 6437 - Agreement - TX Dept. Of Health - Public Health Services - 08_12_1999■
Resolution No. 6437
Aug. 12, 1999
Item No. 27
RESOLUTION
NOW, THEREFORE, 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 an Agreement, Texas
Department of Health Document No. 7560005906A-00 by and between the City of
Lubbock and the Texas Department of Health for public health services, attached hereto
and any associated documents, which Agreement shall be spread upon the minutes of
the Council and as spread upon the minutes of this Council shall constitute and be a part
of this Resolution as if fully copied herein in detail.
Passed by the City Council this 12th day of Aug. , 1999.
WINDY SITTM, kAYOIR
ATTEST:
y e Darnell; Aly Secretary
APPROVED AS TO CONTENT:
Doug Goodman, Management Director of
Health & Community Services
APPROVED AS TO FORM:
Linda L. Chamales
Supervising Attorney -Office Practice Section
cr:ccdocs/TDHContr5906A.res.doc
August 2, 1999
• A
a
CONTRACT FOR PUBLIC HEALTH SERVICES
Resolution No.6437
Aug. 12, 1999
Item No. 27
TDH DOCUMENT NO. 7560005906A 00
Contract Issued by: TEXAS DEPARTMENT OF HEALTH BN
(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: PO BOX 2548 LUBBOCK TX 79457-0000
(City, State, Zip)
STREET ADDRESS: 1902 TEXAS AVENUE LUBBOCK TX 79457-0000
(City, State, Zip)
NAME OF AUTHORIZED
CONTRACTING ENTITY: CITY OF LUBBOCK HEALTH DEPARTMENT
f 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
ADDRESS: PO BOX 2000-ACCOUNTING DEPT LUBBOCK TX 79457-0000
(City, State, Zip)
State of Texas Vendor Identification No. (14 digits)
PAYEE AGENCY Fiscal
1
17560005906034
Year Ending Month: December
PAYEE BUSINESS INFORMATION FOR STATISTICAL REPORTING: Please check the categories that apply to your business.
i
_ 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 I - 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)
Begin
End
Source of
Funds*
Amount
01
M&D
09/01/99
08/31/00
1 State
0.00
0.00
0.00
TDH Document No.7560005906A2000 Totals
$0.00
$0.00
$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
EXECUTED IN DUPLICATE ORIGINALS ON THE DATES SHOWN.
CITY OF LUBBOCK HEALTH DEPARTMENT
Authorized Contracting Entity (type above if different
from PERFORMING AGENCY) for and in behalf of:
PERFORMING AGENCY NAME:
LUBBOCK CITY HEALTH DEPARTMENT
By:
.*X M -.-
Y(§rgniture o son au o ed to sign contracts)
W11* Sittcn, MVw
(Name and Title)
Date: August 12, 1999
RECOMMENDED:
By: 2@�(—C:�
fit..-.c�r.�_
(PERFORMING AGENCY Director, if different
from person authorized to sign contract)
A=*DMMriell,
BY=
(Lty_ Secreta y
p o'ed as t to
Htto�neY
RECEIVING AGENCY NAME:
TEXAS DEPARTMENT OF HEALTH
By:
gnature of son authorized to sign contracts)
Sidney P. Shelton, Chief
Bureau of Financial Services
(Name and Title)
Date:
Cover Page 3
GENERAL PROVISIONS FOR
TEXAS DEPARTMENT OF HEALTH GRANT CONTRACTS
(Fee for -Service) 2000 GENERAL PROVISIONS 4/99
Any alteration to this document constitutes @ 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. Preamble
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 any Special Provisions of the Attachment(s) to this document. If these General Provisions
are revised or replaced during the term of this contract, and PERFORMING AGENCY does not consent to comply
with the modified General Provisions, PERFORMING AGENCY may exercise its termination options in
accordance with the General Provisions, Termination Article.
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. Funding
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 be amended only 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
(Fee for -Service) 20W GENERAL PROVISIONS Page 1 4/99
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.
PERFORMING AGENCY shall plan expenditures so that any necessary budget revisions or amendments are
executed no later than 90 days prior to the expiration of the Attachment term. PERFORMING AGENCY shall
provide a written justification for any budget revisions and/or amendments. If a budget revision or amendment is
requested during the last quarter of the Attachment term, the written justification must include a reason for the
delay.
ARTICLE 5. 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 pay any person for influencing or
attempting to influence an officer or employee of any agency; federal or state; a Member of Congress; an officer
or employee of Congress; an employee of a Member of Congress in connection with the awarding of any
contract or grant or the extension, continuation, renewal, amendment, or modification of any contract or grant
(31 USC §1352 and UGMS). If at any time this contract exceeds $100,000, regardless of funding source,
PERFORMING AGENCY shall file with RECEIVING AGENCY a declaration containing the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of
PERFORMING AGENCY in connection with that contract or grant, a certification that none of the funds
provided by RECEIVING AGENCY have been or will be used for payment to lobbyists, and disclosure of the
names of any and all registered lobbyists with whom PERFORMING AGENCY has an agreement.
PERFORMING AGENCY shall require any person who receives a subgrant or subcontract to file the same
declaration, certification and disclosure with RECEIVING AGENCY. PERFORMING AGENCY shall file the
declaration, certification, and disclosure at the time of application for the contract or grant; upon execution of
a contract or grant unless PERFORMING AGENCY previously filed a declaration, certification or disclosure
form in connection with the award; and at the end of each calendar quarter in which there occurs any event that
materially affects the accuracy of the information contained in any declaration, certification or disclosure
previously filed. 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
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 2 4/99
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 6. 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
► it is not subject to an outstanding judgment in a suit against PERFORMING AGENCY for
collection of the balance of a debt.
Where 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 7. 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, and includes the provision for effective
communication and equal access to programs, services and activities to persons with Limited
English Proficiency (LEP);
► Title IX ofthe 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.,
including the provision for effective communication and equal access to programs, services and
activities to persons with sensory and speech impairments;
► The Age Discrimination Act of 1975, 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;
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 3 4/99
IV
• 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 shall carry out the terms of
this contract in a manner which will assist RECEIVING AGENCY in complying 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.
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. 10343) 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.
I. 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 §§4321-4347 (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.
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 4 4/99
(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.
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 shall 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 shall 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 shall 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, 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.
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 5 4/99
PERFORMING AGENCY shall 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 shall 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.
,_ M. I TK1 M 5;07,T67' A
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.
"Intellectual property" consists of inventions; discoveries; improvements to any process, machine, manufacture,
or composition of matter; products; technology; scientific information; trade secrets; computer software; literary
works; musical works with any accompanying words; dramatic works with any accompanying music; pantomimes
and choreographic works; pictorial, graphic, and sculptural works; motion pictures and other audiovisual works;
sound recordings; architectural works; words, names, symbols, devices, slogans or any combination thereof
which have been adopted and used by RECEIVING AGENCY to identify goods and/or services and distinguish
them from those of others; and any other creative works if they may be protected by a patent, copyright,
trademark, service mark, collective mark, or certification mark or other evidence of protection or exclusivity
whether or not protection or exclusivity has been applied for or received.
"Mark," for purposes of trademark and service mark, includes a word, name, symbol, device, slogan or any
combination thereof which has been adopted and used by RECEIVING AGENCY to identify goods and/or
services and distinguish them from those of others. Federal trademark law also provides for collective marks and
certification marks.
"Patent" protects any new and useful process, machine, manufacture, or composition of matter, or any new and
useful improvement.
"Work made for hire" is a work prepared by an employee within the scope of his or her employment; or a work
specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture
or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text,
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 6 4/99
as a test, as answer material for a test, or as an atlas, and the parties expressly agree in a written instrument
signed by them that the work shall be considered a work made for hire.
The term "works," for purposes of federal copyright law, includes software; literary works; musical works with
any accompanying words; dramatic works with any accompanying music; pantomimes and choreographic works;
pictorial, graphic, and sculptural works; motion pictures and other audiovisual works, sound recordings and
architectural works.
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" for copyright purposes 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 intellectual 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 awarding agencv)" 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)."
In the event the terms of a federal grant award the copyright to PERFORMING AGENCY, RECEIVING
AGENCY reserves a royalty -free, nonexclusive, worldwide and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use, for RECEIVING AGENCY, public health, and state governmental
noncommercial purposes (1) the copyright, trade mark, service mark, and patent on an invention, discovery, or
improvement to any process, machine, manufacture, or composition of matter; products; technology; scientific
information; trade secrets; and computer software, in any work developed under a grant, subgrant, or contract
under a grant or subgrant; and (2) any rights of copyright, service or trade marks or patents to which a grantee,
subgrantee or a contractor purchases ownership with grant support.
RECEIVING AGENCY may waive ownership of a copyright, mark, or patent to a university or college with
statutory authority to hold a copyright, mark, or patent or to a subcontractor of the college or university that
(Fee for -Service) 2000 GENERAL PROVISIONS Page 7 4/99
W
would have the right of ownership under rules or policies of the college or university as part of the consideration
for a contract. If RECEIVING AGENCY waives ownership, RECEIVING AGENCY reserves a royalty -free,
nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to authorize other
to use, for RECEIVING AGENCY and state governmental non-commercial and public health purposes: (1) the
copyright, trade mark, service mark, and patent in any intellectual property developed under a contract, grant,
subgrant, or contract under a grant or subgrant; and (2) any rights of copyright, trade mark, service mark, and
patent in any intellectual property for which a grantee, subgrantee or a contractor purchases ownership with grant
support or with other funds from RECEIVING AGENCY. RECEIVING AGENCY may waive ownership of the
copyright to accomplish the contract objectives dealing with public health through a qualified state college or
university and enhance the recruiting benefits and prestige of the college or university.
PERFORMING AGENCY may publish the results of the contract performance if those results are subject to
copyright law at its expense with prior RECEIVING AGENCY review and approval. RECEIVING AGENCY
will not withhold the approval unreasonably. If RECEIVING AGENCY withholds approval, PERFORMING
AGENCY may still publish the results of the contract performance but shall not reference the Texas Department
of Health in any manner. If RECEIVING AGENCY approves and owns the copyright, any publication should
include "® Texas Department of Health, 1100 West 49th Street, Austin, Texas, (the year of publication), All
Rights Reserved." If 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.
ARTICLE 9. 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 10. Certification Regarding License. Certificate. or Permit
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 PERFORMING AGENCY has had
a license, certificate, or permit revoked by any of the Texas state agencies listed below:
Adjutant General's Department
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• Board of Private Investigators and Private Security Agencies
• Interagency Council on Early Childhood Intervention
• 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. Conflict of Interest
PERFORMING AGENCY does not have nor shall it lmowingly 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 board members, officers or employees, or any other entity or
person involved in any way in any project that is the subject of this contract.
ARTICLE 12. Year-2000 Certification
PERFORMING AGENCY certifies that any supplied or supported software, hardware, 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, "supplied or supported software, hardware, firmware and micro code products" does
not include software supported by RECEIVING AGENCY or an agency of the federal government.
PERFORMING AGENCY is responsible for installing and implementing year-2000-compliant versions of any
software provided by RECEIVING AGENCY or an agency of the federal government which is used in
performance of this contract.
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For purposes of this Article,
1) "accurately" is defined to include the following:
a) calculations must be correctly performed using four -digit year processing;
b) functionality -on-line, batch including entry, inquiry, maintenance and updates must support four -digit
year processing;
c) interfaces and reports must support four -digit year processing;
d) successful translation into year-2000 with the correct system date (e.g., 01/01/2000) must occur
without human intervention;
e) processing with a four -digit year after transition to any date beyond the year 2000 must occur without
human intervention;
f) correct results in forward and backward date calculation spanning century boundaries must be
provided;
g) correct leap year calculations must be performed; and
h) processing correct results in forward and backward date calculation spanning century boundaries
must occur, including the conversion of previous years currently stored as two digits;
2) "date integrity" shall mean all manipulations of time -related data (dates, durations, days of week, etc.)
will produce desired results for all valid date values within the application domain;
3) "explicit century" shall mean date elements in interfaces and data storage permit specifying century to
eliminate date ambiguity;
4) "extraordinary actions" shall be defined to mean any action outside the normal documented processing
steps identified in the product's reference documentation;
5) "general integrity" shall mean no value for current date will cause interruptions in desired operation -
especially from the 20th to 21st centuries;
6) "implicit century" shall mean for any data element without century, the correct century is unambiguous
for all manipulations involving that document;
7) "product" or "products" shall be defined to include, but is not limited to, any supplied or supported
hardware, software, firmware and/or micro code;
8) "valid date" shall contain a two -digit month, a two -digit day and a four -digit year.
PERFORMING AGENCY and its subrecipient(s) must obtain a warranty from any vendor/licensor from which
it obtains product(s) that product(s) delivered and installed under the contract/license shall be able to accurately
process valid date data when used in accordance with the product documentation provided by the contractor/
licensor and require no extraordinary actions on the part of PERFORMING AGENCY, its personnel, or its
subrecipient(s). Products under the contract/license possess general integrity, date integrity, explicit and implicit
century capabilities. If the contract/license requires that specific products must perform as a system in accordance
with the foregoing warranty, then the warranty shall apply to those listed products as a system. The duration of
this warranty and the remedies available to PERFORMING AGENCY or its subrecipient(s) for breach of the
warranty shall be defined in, and subject to, the terms and conditions of the contractor's standard commercial
warranty or warranties contained in the contract/license; provided, that notwithstanding any provision to the
contrary in such commercial warranty or warranties, the remedies available to PERFORMING AGENCY or its
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 10 4/99
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subrecipient(s) shall include repair or replacement of any supplied product whose noncompliance is discovered
and made known to the contractor/licensor in writing within ninety (90) days after final acceptance. Nothing in
the warranty shall be considered to limit any rights or remedies PERFORMING AGENCY or its subrecipient(s)
may otherwise have under the contract/license 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 13. Standards for Financial and Programmatic Management
PERFORMING AGENCY must bill all third party payers for services provided under the Attachment(s) before
submitting any request for payment to RECEIVING AGENCY. A third party payer is any person or entity who
has the legal responsibility for paying all or part of the services provided, including, commercial health or liability
insurance carriers, Medicaid, or other federal, state, local and private funding sources. Third party billing
functions will be provided by PERFORMING AGENCY at no cost to the client. PERFORMING AGENCY or
its subrecipient must become a Medicaid provider if performing approved Texas Medicaid services authorized
by the Attachment(s).
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 14. Bondin
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 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 15. 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). 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.
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
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shall submit a payment 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.
For any contract Attachment(s) beginning on or after September 1, 1999, PERFORMING AGENCY shall disburse
program income, rebates, refunds, contract settlements, audit recoveries and interest earned on such funds before
requesting cash payments including advance payments from RECEIVING AGENCY.
RECEIVING AGENCY is required to place PERFORMING AGENCY 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 written 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, in amounts necessary to fulfill PERFORMING AGENCY repayment obligations.
ARTICLE 16. Program Income
PERFORMING AGENCY may, or if PERFORMING AGENCY is a local health department shall, 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. Any program income
not used to provide additional client services shall be deducted from PERFORMING AGENCY's total final billing
to RECEIVING AGENCY at the end of the Attachment(s) term(s).
RECEIVING AGENCY may base future funding levels, in part, upon 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).
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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 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.
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 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).
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• 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 RECEIVING AGENCY requirements and regulations pertaining to reporting.
• Notice of RECEIVING 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.
• RECEIVING AGENCY requirements and regulations pertaining to copyrights and rights in data.
• Access by RECEIVING AGENCY, 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 RECEIVING AGENCY makes 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 (P. L. 94-163).
ARTICLE 19. Reports
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.
ARTICLE 20. Inspections
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.
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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.
ARTICLE 21.
PERFORMING AGENCY shall retain, preserve and make available all required 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, or until any court orders requiring record retention are dissolved, whichever time period is longer.
Microfilm copies of records required to be kept under the Attachment(s) may be substituted for the originals in
accordance with guidelines and procedures approved by RECEIVING AGENCY, provided that the microfilm
procedures are reliable and are supported by an adequate retrieval system, unless otherwise ordered by a court of
general jurisdiction.
ARTICLE 22. Client Records
Notwithstanding any other provision herein, if requested by RECEIVING AGENCY, PERFORMING AGENCY
shall share all patient information with RECEIVING AGENCY when the contract involves patient care by
PERFORMING AGENCY.
RECEIVING AGENCY may require 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.
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. Written consent must be given on a form provided by RECEIVING
AGENCY or as otherwise authorized by law, including the Texas Medical Practice Act, Article 4495b, TRCS.
ARTICLE 23. ,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 Article, except in accordance with applicable law.
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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 24. Mold 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 25. Sanctions
RECEIVING AGENCY may impose sanctions for any breach of contract, and will monitor PERFORMING
AGENCY for both 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 PERFORMING
'AGENCY's authority to obligate previously awarded funds before that authority would otherwise expire
or the voluntary relinquishment by PERFORMING AGENCY to obligate previously awarded funds.
PERFORMING AGENCY costs resulting from obligations incurred by 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 PERFORMING
AGENCY's underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated
balance as of the expiration of a contract; (3) refusal to extend a contract or award additional funds, to
make a competing or noncompeting continuation, renewal, extension, or supplemental award; or (4)
voiding of a contract 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 PERFORMING AGENCY's authority to obligate funds pending corrective action by
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 contract 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 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;
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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 contract
conditions or indebtedness to the United States or to the State of Texas;
E. permanently withhold cash payments. Permanent withholding of cash payment means that RECEIVING
AGENCY retains funds billed by PERFORMING AGENCY or its subrecipient(s) for a) unallowable,
undocumented, disputed, inaccurate, improper, or erroneous claims; b) failure to comply with contract
provisions; 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 PERFORMING AGENCY while other imposed or proposed sanctions are
pending resolution;
H. place PERFORMING AGENCY on probation. Probation means that 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 PERFORMING AGENCY;
I. conduct accelerated monitoring of PERFORMING AGENCY. Accelerated monitoring means more
frequent or more extensive monitoring will be performed by RECEIVING AGENCY than would
routinely be accomplished;
J. require 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;
L. establish additional prior approvals for expenditure of funds by PERFORMING AGENCY;
M. require additional, more detailed, financial and/or programmatic reports to be submitted by
PERFORMING AGENCY;
N. demand repayment from 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 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
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how 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). If RECEIVING AGENCY determines that
a sanction is warranted, and unless the sanction is subject to review (see Sanction Review Article), RECEIVING
AGENCY's decision is final and PERFORMING AGENCY must take corrective action.
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 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 26. 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.
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: (1) a copy of the letter from RECEIVING
AGENCY notifying PERFORMING AGENCY of the sanction; (2) a specific description of each act that is the
basis for the dispute; (3) the grounds upon which PERFORMING AGENCY bases the complaint; (4) an
identification of the issue or issues to be resolved; (5) a precise statement of the relevant facts; (6) any
documentation in support of PERFORMING AGENCY's position; and (7) 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: (1) signature on delivery card; (2) confirmation of a facsimile to the correct telephone number; or (3)
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
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the dispute is not resolved, RECEIVING AGENCY's representative will notify 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 27. Breach of Contract
Any remedies set out in this contract are in addition to rights and remedies for breach of contract provided by law.
ARTICLE 28. 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
Ply
(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.
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 PERFORMING AGENCY has failed to adhere
to any laws, ordinances, rules, regulations or orders of any public authority having
jurisdiction;
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 19 4/99
(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 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
thereof to be stayed during such appeal while providing such reserves therefore
as may be required under generally 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 warrant 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
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 20 4/99
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 PERFORMING AGENCY 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
PERFORMING AGENCY to retain records and maintain confidentiality of information shall survive this contract.
ARTICLE 29. 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 30. Severability_
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 31. 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.
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 21 4/99
r�.
. ARTICLE 32. 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 IIMMWITES FROM SUIT OR FROM LIABILITY THAT RECEIVING AGENCY OR THE STATE
OF TEXAS MAY HAVE BY OPERATION OF LAW.
(Fee -for -Service) 2000 GENERAL PROVISIONS Page 22 4/99
DOCUMENT NO. 7560005906A-00
ATTACHMENT NO. 01
PERFORMING AGENCY: LUBBOCK CITY HEALTH DEPARTMENT
RECEIVING AGENCY PROGRAM: MILK AND DAIRY PRODUCTS DIVISION
TERM: September 01, 1999 THRU: August 31, 2000
SECTION I. SCOPE OF WORK:
PERFORMING AGENCY shall provide analyses of milk samples. Analyses shall 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 shall:
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 shall comply with Chapter 435, Health and Safety Code, Dairy
Products.
PERFORMING AGENCY shall provide an estimated 2,124 analyses of milk samples in the
service area defined as: Lubbock.
SECTION H. SPECIAL PROVISIONS:
None.
ATTACHMENT - Page 1
SECTION III. BUDGET:
Laboratory analyses shall be performed at a rate per test not to exceed the following schedule:
Standard Plate Count
Direct Microscopic Somatic Cell Count
Electronic Somatic Cell Count
Added Water
Antibiotics Inhibitor (Disk Assay)
Antibiotics Confirmation 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