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HomeMy WebLinkAboutResolution - 2007-R0357 - Control - DSHS - Milk Testing Laboratory Equipment - 08_09_2007Resolution No. 2007-RO357 August 9, 2007 Item No. 5.11 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract for Milk testing laboroatory equipment (DSHS Contract No. 2007-022790) and any associated documents by and between the City of Lubbock and the Texas Department of State Health Services, a copy of which Contract and associated documents are attached hereto and which shall be spread upon the minutes of this Council and as spread upon the minutes of this Council shall constitute and be a part hereof as if fully copied herein in detail. Passed by the City Council this 9th day of august , 2007. DAVID A. MILLER, MAYOR ATTEST: R becca G za, City Secretary APPROVED AS TO CONTENT: v Tommy CamdekHealth Director APPROVED AS TO ORM: . Vandiver, Attorney of C D DresIDSHSIabequi pC'on07res July 5, 2007 DEPARTMENT OF STATE HEALTH SERVICES This contract, number 2007-022790 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY OF LUBBOCK (Contractor), a Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $40.000, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 06/22/2007 and ends on 08/31/2007. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2007-022790-001 Milk Group c. General Provisions (Vendor) d. Solicitation Document(s), and e. Contractor's response(s) to the Solicitation Document(s). f. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 92648-1 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CITY OF LUBBOCK Address: PO BOX 2000 LUBBOCK, TX 79408-2000 Vendor Identification Number: 17560005906001 9. Entire Atrreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTME OF STATF HEALTH 5 - .FsS4 CITY OF LUBBOCK C=Z2� oe4e.:� By: Br. Signature of Authorized Official Signature} August 9, 2007 ? )n Date Date Bob Burnette, C.P.M., CTPM Director, Client Services Contracting Unit 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 (512) 458-7470 Bob.Burnette@dshs.state.t us ATT T: Re ecca Gar a, City Secretary AP 0 AS TO ONTEM 4 Tommy Carrdeti, Public Health Director 9264E-1 David A. Miller - Mayor, Printed Name and Title 1902 Texas Avenue Address Lubbock, Texas 79411 City, State, Zip (806) 775-2899 Telephone Number tcamden@mylubbock.us E-mail Address for Official Correspondence Approved as to 10i m: ,r s� tv+W AttarOyy, 2007 GENERAL PROVISIONS (VENDOR) TABLE OF CONTENTS ARTICLE I COMPLIANCE AND REPORTING 1 1.01 Compliance with Statutes and Rules 1 1.02 Compliance with Requirements of Solicitation Document 1 1.03 Reporting 1 1.04 Immunization Reporting 1 1.05 Client Eligibility 1 1.06 Federal and State Laws, Rules and Ordinances 1 1.07 Applicable Contracts Law and Venue for Disputes 2 1.08 Statutes and Standards of General Applicability 2 1.09 General Provisions Applicable to Interagency & InterlocaI Contracts 4 ARTICLE II SERVICES 5 2.01 Education to Persons in Residential Facilities 5 2.02 Disaster Services 5 2.03 Consent to Medical Care 5 2.04 Telemedicine Medical Services 5 ARTICLE III FUNDING 6 3.01 Debt to State and Corporate Status 6 3.02 Application of Payment Due 6 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS 6 4.01 Payment Methods 6 4.02 Billing Submission 6 4.03 Third Party Payors 7 ARTICLE V TERMS AND CONDITIONS OF PAYMENT 7 5.01 Prompt Payment 7 5.02 Withholding Payments 7 5.03 Acceptance as Payment in Full 7 ARTICLE VI CONFIDENTIALITY 8 6.01 Confidential Information 8 6.02 Maintenance of Confidentiality 8 6.03 Use of PHI 8 6.04 Disclosure to Department 8 6.05 Department Access to PHI 8 6.06 Exchange'of Client -Identifying Information 8 6.07 Security of Patient or Client Records 8 6.08 HIV/AIDS Model Workplace Guidelines 9 ARTICLE VII RECORDS RETENTION 9 7.01 Retention 9 EF29-12426 General Provisions (Core Vendor 2007) Table of Contents — Page 1 12.03 Conflict of Interest 16 12.04 Transactions Between Related Parties 16 12.05 Intellectual Property 17 12.06 Other Intangible Property 18 12.07 Severability and Ambiguity 18 12.08 Legal Notice 18 12.09 Successors 18 12.10 Headings 19 12.11 Parties 18 12.12 Survivability of Terms 18 12.13 Customer Service Information 18 12.14 Amendment 19 12.15. Contractor's Notification of Change to Certain Contract Provisions 19 12.16 Contractor's Request for Revision of Certain Contract Provisions 19 12.17 Immunity Not Waived 20 12.18 Hold Harmless 20 12.19 Waiver 20 ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 20 13.01 Actions Constituting Breach of Contract 20 13.02 General Remedies and Sanctions 21 13.03 Notice of Sanctions 22 13.04 Emergency Action 23 ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT 23 14.01 Breach of Contract Claim 23 14.02 Notice 23 14.03 Sole Remedy 23 14.04 Condition Precedent to Suit 23 14.05 Performance Not Suspended 24 ARTICLE XV TERMINATION 24 15.01 Expiration of Contract or Program Attachment(s) 24 15.02 Effect of Termination 24 15.03 Acts Not Constituting Termination 24 15.04 Termination Without Cause 24 15.05 Termination For Cause 25 15.06 Notice of Termination 26 ARTICLE XVI VOID, SUSPENDED AND TERMINATED CONTRACTS 26 16.01 Void Contracts 26 16.02 Effect of Void, Suspended or Involuntarily Terminated Contract 26 16.03 Appeals Rights 26 EF29-12426 General Provisions (Core Vendor 2007) Table of Contents - Page 3 Fiscal Year 2007 Performance Contract General Provisions (CoreNendor) ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements set forth in the Department's rules of general applicability and other applicable statutes and rules as such statutes and rules currently exist and as they may be lawfully amended. The Department rules are set forth in the Texas Administrative Code, Title 25 (Rules). Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, shall apply to this Contract. To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations or the Rules, the terms of the Contract shall control. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon the Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in the Contractor's response to the Solicitation Document shall constitute a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department. Contractor shall provide any other information required by the Department. Failure to submit a required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Contractor shall submit reports and additional information requested by DSHS in the format required by DSHS. Section 1.04 Immunization Reporting. If Contractor provides immunizations, Contractor shall comply with all immunization reporting guidelines and requirements set forth in Health and Safety Code, Chapter 161, Subchapter A. Contractor shall include this provision in any subcontract with subcontractors that provide immunizations. Section 1.05 Client Eligibility. Where applicable, financial eligibility criteria, financial assessment procedures, and standards developed by the Department shall be utilized by Contractor to determine client eligibility. Section 1.06 Federal and State Laws, Rules and Ordinances. Contractor shall comply with all applicable federal and state statutes, rules and regulations, including but not limited to Office of Management and Budget (OMB) Circulars cost principles and Uniform Grant EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 1 wage and maximum hours; j) TEx. GOV'T CODE ch. 469 (Supp. 2004), pertaining to eliminating architectural barriers for persons with disabilities; k) Texas Workers' Compensation Act, TEx. LABOR CODE, chs. 401-406 28 TEx. ADMIN. CODE pt. 2, regarding compensation for employees' injuries; 1)The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; m) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code ch. 96 regarding safety standards for handling blood borne pathogens; n) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; o) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq; 6) 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, 42 USC §§ 300f-300j; 8) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §7401 et seq.; 10) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§300f-330j; 11) Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related to protecting certain rivers system; and 12) Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.) prohibiting the use of lead -based paint in residential construction or rehabilitation; p) Intergovernmental Personnel Act of 1970 (42 USG §§42784763 regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration (5 C.F.R. Part 900, Subpart F); q) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; r) Davis -Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally -assisted construction subagreements; EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 3 ARTICLE iI SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department licensed and/or funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by TEX. EDUC. CODE § 29.012. Contractor shall notify the local education agency or local early intervention programs as prescribed by TEX. EDUC. CODE § 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation, health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in -hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Disaster services shall be carried out in the manner most responsive to the needs of the emergency, be cost effective, and be least intrusive on the primary services of the Contractor. Section 2.03 Consent to Medical Care. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, the treatment of a minor shall be provided only if consent to treatment is obtained pursuant to TEX. FAM. CODE, Chapter 32 relating to consent to treatment of a child by a non -parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with TEX. FAM. CODE, Chapter 32, federal law shall supersede state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if a provider uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using protocol approved by the Contractor's medical director and utilizing equipment that complies with the equipment standards as required by the Department. Procedures of telemedicine service provision must include the following requirements: EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 5 otherwise specified in the Program Attachment(s), Contractor shall submit requests for reimbursement or payment monthly within thirty (30) calendar days following the end of the month covered by the bill. Section 4.03 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local, and private funding sources. Except as provided in the Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall: (a) enroll as a provider in Children's Health Insurance Plan and Medicaid if providing approved services authorized under the Contract that may be covered by those programs, and bill those plans for the covered services; (b) provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; (d) not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and (g) provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT. Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments are contingent upon a signed Contract and will not exceed the total of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to the Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (TEx. GOV'T. CODE, Chapter 2251). Contractor must comply with TEx. GOV'T. CODE, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance shall be subject to audit by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures or overpayments that Contractor has not refunded to Department, or if financial status report(s) required by the Department are not submitted by the date(s) due. Department may take repayment from funds available under this Contract, active or expired, in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Acceptance as Payment in Full. Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients. Contractor agrees to not seek additional reimbursement or payment for services or goods from clients. EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 7 and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or if care or treatment is transferred to another DSHS-funded contractor. Section 6.08 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency vims/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the TEx. HEALTH & SAFETY CODE § 95.112- 114. A link to the Model Workplace Guidelines can be found on the Texas Department of Health legacy website at http://www.tdh.state.tx.us/hivstd/poligy/policy2.htm#top. Section 7.01 Retention. Contractor shall retain records in accordance with the Department's State of Texas Records Retention Schedule, located at bM://www.dshs.state.tK.us/records/schedules.shtm. Department Rules and other applicable state and federal statutes and regulations governing medical, mental health, and substance abuse information. At a minimum Contractor shall retain and preserve all records, including financial records, which are generated or collected by Contractor under the provisions of this Contract, for a period of four (4) years after the termination of the Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, shall apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex Admin Code Title 22, Part 9, § 165.1(b) and (c) or other applicable statutes and regulations governing medical information. Contractor shall ensure that this provision concerning records retention is included in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to the Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date Contractor ceases business or from the termination date of the Contract, whichever is sooner. Contractor shall provide the name and address of the party responsible for storage of records to the Division Contract Management Unit assigned to the Contract. Section 7.02 Survival of Obligations. The obligations of Contractor to retain records and maintain confidentiality of information shall survive this Contract. ARTICLE VIII ACCESS AND INSPECTION. Section 8.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors EP29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 9 Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the Division Contract Management Unit assigned to the Contract incidents involving substantial disruption of program operation or potentially affecting Department funded clients or participants within seventy-two (72) hours of discovery. Section 9.03 Litigation. Contractor shall notify the Division Contract Management Unit assigned to the Contract of litigation to which Contractor is a party within seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, including environmental and civil rights matters, professional liability, and employee litigation. Notification shall include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 9.04 Action, Against the Contractor. Contractor shall notify the Division Contract Management Unit assigned to the Contract if Contractor has had a contract suspended or terminated by any local, state or federal department or agency or nonprofit entity. Such notification shall include the reason for such action that includes the name and contact information of the local, state or federal department or agency or entity, the date of the contract, and the contract or case reference number. If the Contractor, as an organization, has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information to the Department by submitting a one page description of the reason(s) for such action that includes the name and contact information of the local, state or federal department or agency, or entity, the date of the license action, and a license or case reference number. Section 9.05 Insolvency. Contractor shall notify in writing the Division Contract Management Unit assigned to the Contract of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of determination that Contractor is insolvent, incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the Division Contract Management Unit assigned to the Contract of its plan to seek bankruptcy protection within three (3) working days of such action by the Contractor's board of directors. Section 9.06 Misuse of Funds. Contractor shall report to the Division Contract Management Unit assigned to the Contract and to the State Auditor's Office (SAO), any knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, rules, policies and procedures related to performance under this Contract. Contractor shall make such report no later than three (3) working days from the date of discovery. Contractor shall make the report to the SAO at (800) TX -AUDIT, or by Internet at hgp://www.sao.state,tx.us. Section 9.07 Criminal Activity and Disciplinary Action. Contractor shall notify in writing the Division Contract Management Unit assigned to the Contract if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP11 (b) Name of State Agency; (c) Date of Separation from State Agency, if separated; (d) Date of Employment with Contractor; and (e) Other information as required by DSHS to verify Contractor's compliance with TEx. Gov'T. CODE § 669.003. Section 10.03 Child Support Delinquencies. As required by TEX.FAM.CODE § 231.006, a child support obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state -funded grant or loan. If applicable, Contractor agrees to maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 10.04 Authorization. Contractor certifies that it possesses legal authority to contract for the services set forth in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official act of the Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of the Contractor to act in connection with the Contract and to provide such additional information as may be required. Section 10.05 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at anytime hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, or service to a DSHS or HHSC official or employee in connection with this Contract. Section 10.06 Ineligibility to Receive the Contract. Pursuant to TEX. GOV'T. CODE Section § 2155.004, Contractor is ineligible to receive this Contract if the Contract includes financial participation by a person who received compensation from DSHS to participate in preparing the specifications or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor anyone acting for the Contractor has received compensation from DSHS for participation in the preparation of specifications for this Contract or in the Solicitation Document on which this Contract is based. Contractor further certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract. Contractor acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 10.07 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and TEX. Bus. & Comm. CODE Section § 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for the Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding the bid made to any competitor or any other person engaged in such line of business for the purpose of substantially lessening competition in such line of business. EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP13 Coordinator before proposed changes will be effective under the Contract. Contractor agrees to make a good faith effort to subcontract with HUBS during the performance of its contract with Department and will report HUB subcontract activity to the Department's HUB Coordinator in accordance with 1 TEX. ADM CODE § 111,16(c). Section 11.06 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by TEx. Gov'T CODE § 2155.4441. Section 11.07 Status of Subcontractors. Contractor shall require that all subcontractors certify that they are in good standing with all state and federal funding and regulatory agencies; are not currently debarred, suspended, revoked, or otherwise excluded from participation in federal grant programs; are not delinquent on any repayment agreements; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three (3) years any license issued by the Department. Section 11.09 Incorporation of Terms. Contractor shall ensure that all written agreements with the subcontractor incorporate the terms of this Contract, and provide that the subcontractor is subject to audit by DSHS, HHSC and the SAO. Section 11.09 Independent Contractor. Contractor is an independent Contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 11.10 Authority to Bind. The person or persons signing and executing this Contract on behalf of Contractor, or representing themselves as signing and executing this Contract on behalf of Contractor, warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 11.11 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. In the event that the Department discovers that Contractor has a delinquent liability or has failed to remain current on a delinquent liability to the IRS, the Contract will be subject to immediate termination at the Department's discretion. In the event of Contract termination under this section, the Department will not enter into a Contract with Contractor for three (3) years from the date of termination In addition to other remedies, the Department has the right to place the Contract on high risk status in response to Contractor's liability to the IRS for any amount. Section 11.12 Notice of Organizational Change. Contractor shall submit written notice to the Division Contract Management Unit assigned to the Contract within ten business days EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 15 immediately upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to the Contract the name, address and telephone number of the related party, how the party is related to the Contractor and the work the related party will perform under the Contract. A related party is a person or entity related to the Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. The Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of the Contractor. Contractor shall comply with TEX. Gov'T CODE ch. 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45 C.F.R. part 74, OMB Circ. No. A-110 (Rev. 11/19/93, as further amended 09/30/99), 2 CFR §215.42, and UGMS. Section 12.05 Intellectual Property. Texas Health and Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. (a) "Intellectual property" means created property that may be protected under copyright, patent, or trademark/service mark law. (b) For purposes of this Contract "work made for hire" is intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSHS use. DSHS owns works made for hire unless it agrees otherwise by contract (c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes (1) the copyright in any intellectual property developed under this Contract including any subcontract and (2) any rights of copyright to which -a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate, on any publication written or published with such support and, if feasible, on any publication reporting the results of or describing a grant -supported activity. An acknowledgment shall be to the effect that "This publication was made possible by grant number from (federal awarding agency)" or "The project described was supported by grant number from (federal awarding agency)" and "Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the federal awarding a enc " (d) In the event the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -free, nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for DSHS, public health, and state governmental noncommercial purposes (1) the copyright, trademark, service mark, and/or patent on an invention, discovery, or. improvement to any process, machine, manufacture, or composition of matter; products; technology; scientific information; trade secrets; and computer software, in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2) EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP 17 information as required by the Department to comply with the provisions of TEX. Gov'T CODE ch. 2114 regarding Customer Service surveys. Section 12.14 Amendment. Parties agree that the Department may reduce funds pursuant to the terms of this Contract. Unless otherwise specified in these General Provisions, all other amendments to this Contract must be in writing and agreed to by both Parties. Contractor's request for certain budget revisions or other amendments must be submitted in writing, including a justification for the request, to the Division Contract Management Unit assigned to the Contract; and if a budget revision or amendment is requested during the last quarter of the Contract term, Contractor's written justification must include a reason for the delay in making the request. Revision or amendment requests may be granted at the discretion of DSHS. Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to the Contract without the Department's prior approval: 1) Contractor's contact person and contact information. 2) Contact information for key personnel, as stated in the application. 3) Cumulative budget line item transfers that exceed 10% among direct cost categories other than the equipment category, of cost reimbursement contracts of less than $100,000, provided that the total budget amount is unchanged. 4) Minor corrections or clarifications to the Contract language that in no way alter the Contract scope of work, objectives or performance measures. 5) A change in the Contractor's share of the budget via program income or match, regardless of the amount of the change. Contractor within ten days shall notify in writing the Division Contract Management Unit assigned to the Contract of any change enumerated in this section. The notification may be by letter, fax or email. Section 12.16 Contractor's Request for Revision of Certain Contract Provisions. Contractor may request a revision of the following provisions of the Contract: 1) Cumulative budget line item transfers among direct cost categories that exceed 10% of cost reimbursement contracts of $100,000 or more, provided that the total budget amount is unchanged. 2) Line item transfer of funds for direct payment of training allowances for any cost reimbursement contract. 3) Change in clinic hours or location. 4) Change in equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget. 5) Changes in the equipment category of a previously approved equipment budget (other than acquisition of additional equipment, which requires an amendment to the Contract). 6) Changes specified in applicable cost principles as requiring prior approval, regardless of dollar threshold. In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract Revision Request form from the DSHS website and complete the form as directed by the Department. Two copies of the completed form must be signed by Contractor's EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20106 Page: GP19 each item of noncompliance and will determine sanctions on a case -by -case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies listed below does not relieve Contractor of any obligations under the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. If the Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the actions listed below: a) terminate the Contract or a Program Attachment of the Contract as it relates to a specific program type. In the case of termination, the Department will inform Contractor of the termination no less than thirty-one (31) calendar days before the effective date of the termination in a notice of termination. The notice of termination will state the effective date of the termination, the reasons for the termination, and, if applicable, alert the Contractor of the opportunity to request a hearing on the termination pursuant to TEX. GOV'T CODE ch. 2105 regarding administration of Block Grants. The Contractor agrees that it shall not make any claim for payment or reimbursement for services provided from the effective date termination; b) suspend all or part of this Contract. Suspension is, depending on the context, either (1) the temporary withdrawal of Contractor's authority to obligate funds pending corrective action by Contractor or its subcontractor(s) or pending a decision to terminate or amend the Contract, or (2) an action taken by a suspending official in accordance with Department rules to immediately exclude a person from participating in contract transactions for a period of time, pending completion of an investigation and such legal or debarment proceedings as may ensue. Contractor costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts or renewals with Contractor; d) reduce funding if the Contractor fails to provide services or goods consistent with performance expectations described in the Contract; e) disallow (deny both use of funds and matching credit for) all or part of the activities or action not in compliance; g) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance, if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred, pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; h) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for (1) unallowable, undocumented, disputed, inaccurate, improper, or erroneous billings; (2) material failure to comply with Contract provisions; or (3) indebtedness to the United States or to the State of Texas; i) declare the Contract void upon the Department's determination that the EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP21 shall correct the noncompliance or demonstrate in writing that the findings on which the sanctions are based are either invalid or do not warrant the sanction(s). If Department determines that a sanction is warranted, unless the sanction is subject to review under a federal or state statute, regulation or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's final decision. If required by the Department, Contractor shall take corrective action. Section 13.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny contract renewal or future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse impact on the public or client health, welfare or safety. The direct adverse impact may be programmatic or financial and may include 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 scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case -by -case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT. Section 14.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Chapter 2260 of Texas Government Code and implemented in the rules at 25 TAC §§1.431-1.447 shall be used by DSHS and Contractor to attempt to resolve any claim for breach of contract made by DSHS. Section 14.02 Notice. Contractor's claims for breach of this Contract that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260, subchapter B, Texas Government Code. To initiate the process, Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of General Counsel, The notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, Texas Government Code. Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, subchapter C, Texas Government Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the parties are unable to resolve their disputes under this Article. Section 14.04 Condition Precedent to Snit. Compliance with the contested case process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP23 prior written notice to the other Party in the event state and/or federal funding for this Contract is terminated, limited, suspended, withdrawn, or discontinued. d) Department may terminate this Contract immediately when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 15.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: (a) a court of competent jurisdiction finds that Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; (b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary to the performance of this Contract; (c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; (d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under the Contract or exercise adequate control over expenditures or assets; (e) Department determines that Contractor, its agent or another representative offered or gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; (f) Department determines that the Contract includes financial participation by a person who received compensation from DSHS to participate in preparing the specifications or Solicitation Document on which this Contract is based in violation of Gov. Code §2155.004; or (g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1. Contractor fails to make payments; 2. Contractor makes an assignment for the benefit of its creditors; 3. Contractor admits in writing its inability to pay its debts generally as they become due; 4. if judgment for the payment of money in excess of $50,000 (which is not covered by insurance) is rendered by any court or governmental body against Contractor, and Contractor does not (a) discharge the judgment or (b) provide for its discharge in accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar days from the date of entry of the judgment, and within the thirty (30)-day period or a longer period during which EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP25 ARTICLE XVII CLOSEOUT AND CONTRACT RECONCILIATION Section 17.01 Cessation of Services At Closeout. Upon expiration of the Contract (and any renewals of the Contract) on its own terms, Contractor shall cease services under the Contract and shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under the Contract to DSHS or other entity designated by DSHS. Upon receiving notice of Contract termination or non -renewal of the Contract, the Contractor agrees to immediately begin to transition recipients of services to alternative service providers, as needed. Contractor also agrees to completely cease providing services under the Contract by the date specified in the Contract termination or non -renewal notice. Contractor shall not incur any additional expenses once the Contract is terminated or has expired. Upon termination, expiration or non -renewal of this Contract, Contractor shall immediately initiate closeout activities described in this Article. Section 17.02 Administrative Offset. The Department shall have the right to administratively offset amounts owed by Contractor against billings. Section 17.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other closeout reports required under the Contract within sixty (60) calendar days after the Contract end date. Unless otherwise provided under the Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60) calendar days after the Contract end date. Section 17.04 Payment of Refunds. Any funds paid to the Contractor in excess of the amount to which the Contractor is finally determined to be entitled under the terms of the Contract constitute a debt to the Department and will result in a refund due. Contractor shall pay any refund amount due within the time period established by the Department. Section 17.05 Disallowances and Adjustments. The closeout of the Contract does not affect the Department's right to disallow costs and recover funds on -the basis of a later audit or other review or the Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions, Section 17.06 Contract Reconciliation. If Contractor is required to annually reconcile multi -year contracts, Contractor, within 60 calendar days after the end of each year of the contract, shall submit to the Division Contract Management Unit assigned to the Contract all financial and reconciliation reports required by Department in forms as determined by Department. Required reconciliation forms and reports may include the following: Cash Match Participation Form, In -kind Match Participation Form, Program Income Report, Equipment Inventory, Controlled Items Inventory, Contractor's Release Agreement, and Reconciliation Refund Remittance Form. Any additional forms or reports required by Department shall be posted on the DSHS website prior to the reconciliation period. Unless otherwise directed by Department, all forms and reports must be submitted in hard copies, with original signatures if required, to DSHS by the due date. EF29-12426 General Provisions (Core Vendor 2007) Revised 7/20/06 Page: GP27 CONTRACT NO. 2007-022790- PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO.0000329481 CONTRACTOR: CITY OF LUBBOCK DSHS PROGRAM: Milk Group TERM: 06/22/2007 THRU: 08/31/2007 SECTION I. STATEMENT OF WORK: Department of State Health Services (DSHS) will provide the Contractor funding to procure laboratory equipment to perform analysis of Grade A raw milk to achieve consistency of lab analysis with other labs across the state. The Contractor must procure the Bentley Somocount 150 that is approved by the Food and Drug Administration (FDA). SECTION II. PERFORMANCE MEASURES: N/A SECTION III. SOLICITATION DOCUMENT: N/A SECTION IV. RENEWALS: N/A SECTION V. PAYMENT METHOD: Lump Sum SECTION VI. BILLING INSTRUCTIONS: Contractor shall submit to DSHS a copy of the invoice and paid receipts no later than thirty (30) days after the end of the Program Attachment term date to: Environmental and Consumer Safety Section, Policy/Standards/QA Unit, Milk Group Texas Department of State Health Services, Mail Code 2828 Attn: John McDaniel 1100 West 49"' Street Austin, TX 78756 Contractor may submit the invoice and paid receipts via facsimile at 512-834-6756, Attn: John McDaniel. SECTION VII. BUDGET: DSHS will make a lump sum payment of $40,000 to Contractor no later than thirty (30) days after this Program Attachment is executed by both parties. SOURCE OF FUNDS: State PROGRAM ATTACHMENT — Page I SECTION VIIh SPECIAL PROVISIONS: NIA General Provisions, Article IV Payment Methods and Restrictions is replaced with the following: DSHS will submit a lump sum payment as specified in SECTION VD. BUDGET to Contractor no later than thirty (30) days after this Program Attachment is executed by both parties. If the Contractor's project costs are less than funds received, Contractor shall return the excess funds to DSHS not later than 30 days after the end of the Program Attachment term date. General Provisions are revised to include the following: Disposition of Property. If the Contractor stops performing lab services for Grade A raw milk analysis for DSHS, the Contractor shall request disposition approval and instructions in writing from the Department of State Health Services, Environmental and Consumer Safety Section, Policy/Standards/QA Unit, Milk Group, Mail Code 2828, 1100 W. 49th St., Austin, Texas 78756. After an item reaches the end of its useful life, the Contractor must ensure that the equipment disposition is in accordance with Generally Accepted Accounting Principles. This provision survives the term of this Program Attachment for a period of five (5) years. PROGRAM ATTACHMENT — Page 2 City of Lubbock InterOffice Memo To: Lee Ann Dumbauld, City Manager From: Tommy Camden, Health Director Date: July 25, 2007 Subject: Agenda Item for August 9, 2007 City Council Meeting, Consent Agenda CITY OF LUBBOCK AGENDA ITEM SUMMARY ITEM # / SUMMARY: Consider a resolution authorizing and directing the Mayor to execute for and on behalf of the City of Lubbock a Contract for Milk testing laboratory equipment (DSHS Contract No. 2007-022790) and any associated documents by and between the City of Lubbock and the Texas Department of State Health Services. BACKGROUND/DISCUSSION: This contract with the Department of State Health Services will provide the Lubbock Health Department funding to procure laboratory equipment to perform analysis of Grade A raw milk to achieve consistency of lab analysis with other labs across the State. The contract specifies we must procure the Bentley Somocount 150 that is approved by the Food and Drug Administration. DSHS will make a lump sum payment of $40,000 to the City of Lubbock no later than thirty days after this Program Attachment is executed. The contract begins on 6/22/2007 and ends on 8/31/2007. The Bentley 150 Infrared Milk Analyzer is an instrument which uses a process based on laser flow cytometry to give an automated, accurate count of somatic cells found in raw milk. The Milk & Dairy industry monitors the somatic cell count in individual dairy 's raw milk to guarantee only healthy, non -infected cows are being used to produce the final product consumed by the public. FISCAL IMPACT: This cost of the instrument is $40,000 and is totally grant funded. There is no impact to the general fund. SUMMARY/RE COMMENDATION: Scott Snider, Assistant City Manager Tommy Camden, Health Director