HomeMy WebLinkAboutC2008-330 - 9/9/2008 - Approved
DAVID L. LAKEY, M.D.
COMMISSIONER
September 24, 2008
Dear Contractor:
1100 Wes[ 49th Stree[ • Austin, Texas 78756
P.O. Box 149347 • Austin, Texas 78714-9347
1-888-963-71 l l • www.dshsstate.tx.us
TTY: 1-800-735-2989
Enclosed is an approved copy of your Department of State Health Services (DSHS) contract.
Please file it with the office of record for your agency.
The provisions of this contract require submittal of quarterly financial reports no later than 30
days after the end of the first three quarters and a final report no later than 60 days after the end
of the contract term. Attached are preprinted Financial Status Reports (FSR 269a) for the entire
term of your contract. Please forward the FSR forms to the person in your agency
responsible for completion of fmancial reports. If this is a contract amendment, FSRs are
provided only for the remaining term of your contract. These reports are required regardless of
whether or not expenses are incurred.
DSHS will not pay for reimbursements submitted/postmarked more than 60 days after the end of
the contract Attachment term. Additional information regarding this policy is available on the
DSHS website at http://www.dshs.state.tx.us.
Please reference the DSHS contract and attachment number in all future correspondence. If you
have questions, please contact Tu-anh Perez at 512-458-7111 ext. 2182 or via email at
tuanh.nerezna,dshs.state.tx.us
Sincerely,
~...-~..
~~~~1SB te, Dire or
Client Service Contracting Unit
Enclosures
2008-330
09/09/08
Res. 027834
Tx. Dept. Of St. Health Svcs. ual Employment Opportunity Employer and Provider
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
,~;
DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2009-028480 (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 CORPUS CHRISTI (Contractor), a Government Entitv, (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 $22.500.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If firnds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2008 and ends on 08/31/2009. 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. Authori 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:
2009-028480-001 SEAFOOD & AQUATIC LIFE
c. General Provisions (Vendor)
d. Solicitation Document(s). N/A
e. Contractor's response(s) to the Solicitation Document(s). N/A
£ Exhibits. N/A
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 CORPUS CHRISTI
Address: PO BOX 9277
CORPUS CHRISTI, TX 78469-9277
Vendor Identification Number: 17460005741027
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES
Signature of Authorized Official
qla~ log
CITY OF CORPUS CHRISTI
By: ~ ~""~
Signa e
9~iq/~B
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.tx.us
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SECRETARY ~•
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Print Name and Title
laa~ ~La~.--d ~.
Address
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City, tate, Zip
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Telephone Number
E-mail Address for Official Correspondence
Ass(dtant City Attorney
For CRy Attorney
92648-I
Fiscal Year 2009 Department of State Health Services Contract
General Provisions
(Core/Vendor)
TABLE OF CONTENTS
ARTICLE I COMPLIANCE AND REPORTING ......................................................................1
Section 1.01 Compliance with Statutes and Rules ...................................................................1
Section 1.02 Compliance with Requirements of Solicitation Document ...............................1
Section 1.03 Reporting ..................................................:............................................................1
Section 1.04 Applicable Contracts Law and Venue for Disputes ........................................:::i
Section 1.05 Statutes and Standards of General Applicability ...........................................
Section 1.06 Applicability of General Provisions to Interagency and Interlocal Contracts..
...3
..............................................................................................................................
....................4
t
l
i
Section 1.07 s ..............................................
n
a
Civil Rights Policies and Comp
5
ARTICLE II SERVICES .................................................................................................................
Section 2.01 Education to Persons in Residential Facilities ................................................... 5
02
Section 2 Disaster Services .................................................................................................
.
Section 2.03 Consent to Medical Care of a Minor ...................................................................5
Section 2.04 Telemedicine Medical Services ............................................................................5
Section 2.05 Services and Information for Persons with Limited English Proficiency.......6
6
ARTICLE III FUNDING ..................................................................................................................
Section 3.01 Debt to State and Corporate Status ....................................................................6
Section 3.02 Application of Payment Due ................................................................................6
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS ...............................:..................7
Section 4.01 Payment Methods ..................................................................................................7
Section 4.02 Billing Submission .................................................................................................7
Section 4.03 Third Party Payors ...............................................................................................7
ARTICLE V TERMS AND CONDITIONS OF PAYMENT ......................................................7
7
Section 5.01 Prompt Payment ...................................................................................................
Section 5.02 Withholding Payments .........................................................................................8
Section 5.03 Acceptance as Payment in Ful1 ............................................................................8
ARTICLE VI CONFH)ENTIALITY ..............................................................................................8
Section 6.01 Maintenance of Confidentiality ...........................................................................8
Section 6.02 Department Access to PHI and Other Confidential Information ....................5
Section 6.03 Exchange of Client-Identifying Information ......................................................8
6
04
ti
S of Patient or Client Records ..................................................................8
Securit
on
.
ec
Section 6.05 y
HIV/AII)S Model Workplace Guidelines ...........................................................9
ARTICLE VH RECORDS RETENTION ....................................................................................9
9
Section 7.01 Retention ................................................................................................................
ARTICLE VIII ACCESS AND INSPECTION .............................................................................9
General Provisions (Core Vendor 2009) Table of Contents 6/9/08 Page 1 of 3
18
12
Section 12 Survivability of Terms ........................................................................................
.
Section 12.13 Customer Service Information ..........................................................................19
........19
Section 12.14 Amendment .................................................................................................
19
15
Section 12 Contractor's Notification of Change to Certain Contract Provisions...........
.
Section 12.16 Contractor's Request for Revision of Certain Contract Provisions .............20
Section 12.17 Immunity Not Waived ........................................................................
Section 12.18 Hold Harmless and Indemnification .................................................................20
...........20
.
Section 12.19 .........................
Waiver .............................................................................
20
Section 12.20 Technology Accessibility ....................................................................................
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE...
21
...............................................................................................................................
Section 13.01 Actions Constituting Breach of Contract .........................................................21
Section 13.02 General Remedies and Sanctions ......................................................................21
Section 13.03 Notice of Remedies or Sanctions ........................................................................23
23
Section 13.04 Emergency Action ...............................................................................................
ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT ....................................................23
Section 14.01 Breach of Contract Claim ...............................................................................:..23
......23
Section 14.02 Notice ..............................................................................................................
24
Section 14.03 Sole Remedy ........................................................................................................
24
Section 14.04 Condition Precedent to Suit ...............................................................................
Section 14.05 Performance Not Suspended ..............................................................................24
24
ARTICLE XV TERMINATION .................................................................................................
Section 15.01 Expiration of Contract or Program Attachment(s) .........................................24
Section 15.02 Effect of Termination .........................................................................................24
Section 15.03 Acts Not Constituting Termination ...................................................................24
Section 15.04 Termination Without Cause ..............................................................................25
Section 15.05 Termination For Cause ......................................................................................25
26
Section 15.06 Notice of Termination .........................................................................................
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED CONTRACTS .........................26
26
Section 16.01 Void Contracts ....................................................................................................
26
Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract ...............
......27
Section 16.03 Appeals Rights ...............................................................................................
ARTICLE XVII CLOSEOUT AND CONTRACT RECONCILIATION .................................27
Section 17.01 Cessation of Services At Closeout ......................................................................27
Section 17.02 Administrative Offset .........................................................................................27
Section 17.03 Deadline for Closeout .........................................................................................27
Section 17.04 Payment of Refunds ............................................................................................27
Section 17.05 Disallowances and Adjustments ........................................................................27
General Provisions (Core Vendor 2009) Table of Contents 6/9/08 Page 3 of 3
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 U.S.C.A. §
290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal
Employment Opportunity E.O. 11246, as amended and supplemented; 9) Tex. Lab. Code
Chapter 21; 10) Food Stamp Act of 1977 (7 U.S.C. §§ 200 et seq.; 11) Executive Order
13279, 45 CFR Part 87 or 7 CFR Part 16 regazding equal treatment and opportunity for
religious organizations; and 12) DSHS Policy AA-5018, Non-discrimination Policy for DSHS
Programs; 1101 et se relatin to dru
b) Drug Abuse Office and Treatment Act of 1972, 21 U.S.C.A. §§ q•, g g
abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 290dd-2, and 42 CFR pt.
2, relating to confidentiality of alcohol and drug abuse patient records;
d) Title VIII of the Civil Rights Act of 1968, 42 U.S.C.A. §§ 3601 et seq., relating to
nondiscrimination in housing;
e) Immigration Reform and Control Act of 1986, 8 U.S.C.A. § 1324a, regazding employment
verification;
f) Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non-use of all tobacco
products; 289a-1 et se and 6601 (P.L.
g) National Reseazch Service Awazd Act of 1971, 42 U.S.C.A. §§ q•.
93-348 and P.L. 103-43), as amended, regazding human subjects involved in research;
h) Hatch Political Activity Act, 5 U.S.C.A. §§ 1501-1508 and 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i) Fair Labor Standazds Act, 29 U.S.C.A. §§ 201 et seq., and the Intergovernmental Personnel
Act of 1970, 42 U.S.C.A. §§ 4701 et seq., as applicable, concerning minimum wage and
maximum hours;
j) Tex. Gov. Code Chapter 469, (Sapp. 2004) pertaining to eliminating architectural barriers for
persons with disabilities;
k) Texas Workers' Compensation Act, Tex. Lab. Code, Chapters 401-406 and Title 28 Tex.
Admin. Code pt. 2, regazding compensation for employees' injuries;
1) The Clinical Laboratory Improvement Amendments of 1988, 42 U.S.C. § 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 Chapter 96 regazding safety standards for
handling blood borne pathogens;
n) Laboratory Animal Welfaze Act of 1966, 7 U.S.C. §§ 2131 et seq., pertaining to the treatment
of laboratory animals;
o) environmental standazds pursuant to the following: 1) Institution of environmental quality
control measures under the National Environmental Policy Act of 1969, 42 U.S.C. §§ 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 hazazds in floodplains in accordance with Executive Order 11988, 42 Fed. Reg.
2695] 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
General Provisions (Core Vendor 2009) 6/9/08 Page 2 of 27
b) The following additional provisions shall apply to interagency contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771.
2) The Parties hereby certify that (1) the services specified aze necessary and essential for the
activities that aze properly within the statutory functions and programs of the affected
agencies of State govemment; (2) the proposed arratrgements serve the interest of efficient
and economical administration of the State govemment; and (3) the services, supplies or
materials contracted for aze not required by Section 21 of Article 16 of the Constitution of
the State of Texas to be supplied under contract given to the lowest responsible bidder.
3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health &
Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority
to enter into and perform this Contract.
c) The following additional provisions shall apply to interlocal contracts:
1) This Contract is entered into pursuant to the authority granted and in compliance with the
provisions of the Lrterlocal Cooperation Act, Tex. Gov. Code Chapter 791.
2) Payments made by DSHS to Contractor shall be from current revenues available to DSHS.
3) Each Party represents that it has been authorized to enter into this Contract.
d) Contractor agrees that Contract Revision Requests, when signed by a duly authorized
representative of Contractor, shall be effective as of the effective date specified by the
Department, whether that date is prior to or after the date of any ratification by Contractor's
governing boazd.
Section 1.07 Civii Rights Policies and Complaints. Upon request, Contactor shall provide the
Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's
civil rights policies and procedures. Contractor must notify HHSC's Office of Civil Rights of any
civil rights complaints received relating to performance under this Contract no more than ten (10)
calendaz days after Contractor's receipt of the claim. Notice must be directed to -
HHSC Civil Rights Office
701 W. 51st St., Mail Code W206
Austin, Texas 78751
Toll-free phone (888) 388-6332
Phone (512) 438-4313
TTY Toll-free (877) 432-7232
Fax (512) 438-5885
General Provisions (Core Vendor 2009) 6/9/08 Page 4 of 27
f) demonstrated competency in the operations of the system by all staff members who are
involved in the operation of the system and provision of the services prior to initiating the
protocol;
g) priority in scheduling the system for clinical caze of individuals;
h) quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures timely
access to accurate information between the two sites.
Telemedicine Medical Services does not include chemical dependency treatment services provided
by electronic means under Rule § 448.911.
Section 2.05 Services and Information for Persons with Limited English Proficiency.
Contractor agrees to take reasonable steps to provide services and information both orally and in
wilting, in appropriate languages other than English, in order to ensure that persons with limited
English proficiency aze effectively informed and can have meaningful access to programs, benefits,
and activities. Contractor shall identify and document on the client records the primary
language/dialect of a client who has limited English proficiency and the need for translation or
interpretation services and shall not [equine a client to provide or pay for the services of a translator
or interpreter. Contractor shall make every effort to avoid use of any persons under the age of 18 or
any family member or friend of the client as an interpreter for essential communications with a client
with limited English proficiency unless the client has requested that person and the use of such a
person would not compromise the effectiveness of services or violate the client's confidentiality and
the client is advised that a free interpreter is available.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the
Department will not approve and the State Comptroller will not issue payment to Contractor if
Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a
corporation, certifies by execution of this Contract that it is current and will remain current in its
payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes
under Texas law (Tex. Tax Code §§ 171.001 et seq., as amended). Contractor, if a corporation,
further certifies that it is and will remain in good standing with the Secretary of State's office. A
false statement regazding franchise tax or corporate status is a material breach of this Contract. If
franchise tax payments become delinquent during the Contract term, all or part of the payments under
this Contract may be withheld until Contractor's delinquent franchise tax is paid in full.
Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this
Contract will be applied towazds any debt of Contractor, including but not limited to delinquent taxes
and child support that is owed to the State of Texas.
Page 6 of 27
General Provisions (Core Vendor 2009) 6/9108
Section 5.02 Withholding Payments. Department may withhold all or part of any payments to
Contractor to offset overpayments that Contractor has not refunded to Department. Deparument 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 payment from DSHS as
payment in full for services or goods provided to clients. Contractor agrees to not seek additional
payment for services or goods from clients.
ARTICLE VI CONFIDENTIALITY
Section 6.01 Maintenance of Confidentiality. Contractor must maintain the privacy and
confidentiality of information and records received during or related to the performance of this
Contract, including patient and client records that contain protected health information (PHn, and any
other information that discloses confidential personal information or identifies any client served by
DSHS, in accordance with applicable federal and state laws and Rules, including but not limited to 7
CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability and
Accountability Act [HIPAA]); Tex. Health & Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161,
181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159 and
all applicable Rules.
Section 6.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Department to request, collect and receive PHI and other
confidential information under this Contract, without the consent of the individual to whom the PHI
relates, for funding, payment and administration of the grant program, and for purposes permitted
under applicable state and federal confidentiality and privacy laws.
Section 6.03 Exchange of Client-Identifying Information. Except as prohibited by other law,
Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or
other applicable laws or rules. Contractor shall disclose information described in Tex. Health &
Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Tex.
Health & Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that
the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law.
Section 6.04 Security of Patient or Client Records. Contractor must ensure that patient and client
records aze 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 a Program Attachment to
this Contract, as applicable, or if the caze 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
General Provisions (Core Vendor 2009) 6/9/08 Page 8 of 27
Public Information Act. The Department and HHSC will have the right to audit billings both before
and after payment. Payments will not foreclose the right of Department and HHSC to recover
excessive or illegal payments. Contractor shall ensure that this provision concerning the right of
access to, and examination of, information related to this Contract is included in any subcontract it
awazds.
Section 8.02 State Auditor's Oftice. Contractor shall, upon request, make all records, books,
papers, documents, or recordings related to this Contract available for inspection, audit, or
reproduction during normal business hours to any authorized representative of the SAO. The
Convactor understands that the acceptance of funds under this Contract acts as acceptance of the
authority of the SAO, or any successor agency, to conduct an audit or investigation in connection
with those funds. The Contractor further agrees to cooperate fully with the SAO or its successor in
the conduct of the audit or investigation, including providing all records requested, and providing
access to any information the SAO considers relevant to the investigation or audit. Contractor shall
ensure that this provision concerning the authority to audit funds will apply to funds received
indirectly by subcontractors through the Contractor, and the requirement to cooperate, is included in
any subcontract it awards.
Section 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records will be conveyed in writing to Contractor. Contractor shall
submit, by the date prescribed by DSHS, a resolution to the deficiency in a program review or
management or financial audit to the satisfaction of DSHS. A DSHS or HHSC determination of
either an inadequate or inappropriate resolution of the findings may result in contract remedies or
sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General
Provisions.
ARTICLE IX NOTICE REQUIREMENTS
Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health and
substance abuse contractors and contractors for the following public health programs: HIV/STD;
Family Planning (Titles V, X and XX); Primary Health Caze; Maternal and Child Health; and W IC
Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting
guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of
child abuse and neglect. Contractor shall develop, implement and enforce a written policy that
includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy
for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the
DSHS Child Abuse Reporting Form located at www dshs state tx us/childabusereaortine as required
by the Department. Contractor shall retain reporting documentation on site and make tt available for
inspection by DSHS.
Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor
shall report to the Division Contract Management Unit assigned to the Program Attachment
General Provisions (Core Vendor 2009) 6/9/08 Page 10 of 27
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 constitute grounds for disciplinary action by a state
or federal regulatory authority, or has been placed on community supervision, received deferred
adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any
financial matter, federal or state program or felony sex crime. Contractor shall make the reports
required by this section no later than three (3) working days from the date that the Contractor has
knowledge or reason to believe such activity has taken place.. Contractor shall ensure that any person
who engaged, or was alleged to have engaged, in any activity subject to reporting under this section is
prohibited from performing direct client services or from having direct contact with clients, unless
otherwise directed by DSHS.
Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports
a violation of, or cooperates with an investigation regazding, any applicable law, rule, or standazd to
the SAO, the Department, another state agency, or any federal, state or local law enforcement
official.
Section 9.09 Documentation. Contractor shall maintain appropriate documentation of all notices.
ARTICLE X ASSURANCES AND CERTIFICATIONS
Section 10.01 Certification. Contractor certifies by execution of this Contract to the following:
a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state
assistance programs; ro osed for debarment,
b) neither it, nor its principals, aze presently debarred, suspended, p p
declazed ineligible, or excluded from participation in this transaction by any federal or state
department or agency;
c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to
a federal or state agency;
d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the
balance of a debt;
e) it is in good standing with all state and/or federal agencies that have a contracting or
regulatory relationship with Contractor;
f) that no person who has an ownership or controlling interest in Contractor or who is an agent
or managing employee of Contractor has been convicted of a criminal offense related to
involvement in any program established under Medicare, Medicaid, or a federal block grant;
g) neither it, nor its principals have within the three (3)-yeaz period preceding this Contract, has
been convicted of or had a civil judgment rendered against them for commission of fraud or a
criminal offence in connection with obtaining, attempting to obtain, or performing a private or
public (federal, state or local) transaction or contract under a private or public transaction,
violation of federal or state antitrust statutes (including those proscribing price fixing between
competitors, allocation of customers between competitors and bid rigging), or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any
Page 12 of 27
General Provisions (Core Vendor 2009) 6/9/08
Contract or in the Solicitation. Document on which this Contract is based; (b) Pursuant to Tex. Gov.
Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if the Contractor or
any person who would have financial participation in this Contract has been convicted of violating
federal law, or been assessed a federal civil or administrative penalty, in connection with a contract
awazded by the federal government for relief, recovery or reconstruction efforts as a result of
Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor
certifies that the individual or business entity named in this Contract is not ineligible to receive the
specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that
this Contract may be terminated and payment withheld if these certifications are inaccurate.
Section 10.06 Antitrust. Pursuant to 15 U.S.C.A. Sec. 1, et seq. and Tex. Bus. & Comm. Code §
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 a bid with any competitor or any other person engaged in such line of business
for the purpose of substantially lessening competition in such line of business.
ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 11.01 Responsibilities Concerning Governing Board. Contractor and its governing boazd
shall beaz full responsibility for compliance with all the terms and conditions of this Contract. This
provision applies to all organizations, including Section 501(c)(3) organizations as defined in the
Internal Revenue Service Code as not-for-profit organizations. The responsibility of Contractor's
governing boazd shall include compliance with Department Rules, policies, procedures, and
applicable federal and state laws and regulations. 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.
Section 11.02 Liability Coverage. Contractor shall also maintain liability insurance coverage,
referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage," where
Contractor is a legal entity that is required to have directors and/or officers. This provision applies to
entities that aze organized as non-profit corporations under the Texas Non-Profit Corporation Act;
for-profit corporations organized under the Texas Business Corporations Act; and any other legal
entity that is required under Texas law to have directors and/or officers. Contractor shall maintain
liability insurance coverage in an amount not less than the total value of this Contract and that is
sufficient to protect the interests of Department in the event an actionable act or omission by a
director or officer of Contractor damages Department's interests.
Section 11.03 Program Site. All Contractors shall ensure that the location where services aze
provided is in compliance with all applicable local, state and federal zoning, building, health, fire,
and safety standazds.
Section 11.04 Historically Underutilized Businesses (HUBS). If Contractor was not required to
submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,
Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS as set
forth in Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may
General Provisions (Core Vendor 2009) 6/9/08 Page 14 of 27
change in Contractor's name requires an amendment to this Contract in accordance with the
Amendments section of these General Provisions.
ARTICLE XII GENERAL TERMS
Section 12.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in
part, in this Contract, without the prior written consent of the Department.
Section 12.02 Lobbying. Contractor shall comply with Tex. Gov Code § 556.0055, which prohibits
contractors who receive state funds from using those funds to pay lobbying expenses. Further,
Contractor shall not use funds paid under this Contract to pay any person for influencing or
attempting to influence an officer or employee of any federal or state agency, a member of Congress,
an officer or employee of Congress, or an employee of a member of Congress in connection with the
awazding of any contract or the extension, continuation, renewal, amendment, or modification of any
contract (31 U.S.C.A. § 1352, as amended). If at any time this Contract exceeds $100,000 of federal
funds, Contractor shall file with the Division Contract Management Unit assigned to the Program
Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of
1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a
certification that none of the funds provided by Department have been or will be used for payment to
lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has
an agreement. Contractor shall file the declazation, certification, and disclosure at the time of
application for this Contract; upon execution of this Contract unless Contractor previously filed a
declazation, certification, or disclosure force in connection with the awazd; and at the end of each
calendaz quarter in which there occurs any event that materially affects the accuracy of the
information contained in any declazation, certification, or disclosure previously filed. Contractor.shall
require any person who requests or receives a subcontract to file the same declazation, certification,
and disclosure with the Division Contract Management Unit assigned to the Program Attachment.
Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in OMB
Circulazs A-122 Attachment B paragraph 25; A-87 Attachment B section 27; A-110 section_.27 and
A-21 paragraphs 17 and 24. Contractor shall include this provision in any subcontracts.
Section 12.03 Conflict of Interest. Contractor represents to the Department that it does not have,
nor shall it knowingly acquire, any financial or other interest that would conflict in any manner with
the performance of its obligations under this Contract. Potential conflicts of interest include, but are
not limited to, an existing or potential business or personal relationship between Contractor, its
principal (or a member of the principal's immediate family), or any affiliate or subcontractor and
Department or HHSC, their commissioners, officers or employees, or any other entity or person
involved in any way in any project that is the subject of this Contract. Contractor shall establish
safeguards to prohibit employees from using their positions for a purpose that constitutes or presents
the appearance of personal or organizational conflict of interest or personal gain.
Section 12.04 Transactions Between Related Parties. Contractor shall identify and report to
DSHS any transaction between Contractor and a related party that is part of the work that the
Department is purchasing under this Contract before entering into the transaction or immediately
upon discovery. Contractor shall submit to the Division Contract Management Unit assigned to the
Program Attachment 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 this Contract. A related
Genera] Provisions (Core Vendor 2009) 6/9/08 Page 16 of 27
otherwise use, and to authorize others to use, for DSHS, public health, and state governmental
noncommercial purposes (1) the copyright, trademazk, service mazk, 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 sofrwaze,
in any work developed under a grant, subgrant, or contract under a grant or subgrant; and (2)
any rights of copyright, service or trade mazks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
e) If the result of the contract performance aze subject to copyright law, the Contractor cannot
publish those results without prior review and approval of DSHS. Contractor shall submit
requests for review and approval to the Division Contract Management Unit assigned to the
Program Attachment.
Section 12.06 Other Intangible Property. At the conclusion of the contractual relationship
between Department and the Contractor, for any reason, Department shall have the sole ownership
rights and interest in all non-copyrightable intangible property that was developed, produced or
obtained by Contractor as a specific requirement under this Contract or under any grant that funds
this Contract, such as domain names, URLs, etc. Contractor shall cooperate with Department and
perform all actions necessazy to transfer ownership of such property to the Department or its
designee, or otherwise affirm Department's ownership rights and interest in such property. This
provision shall survive the termination or expiration of this Contract.
Section 12.07 Severability and Ambiguity. If any provision of this Contract is construed to be
illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same
extent and effect as if never incorporated, but all other provisions will continue. Parties represent and
agree that the language contained in this Contract is to be construed as jointly drafred, proposed and
accepted.
Section 12.08 Legal Notice. Any notice required or permitted to be given by the provisions of this
Contract shall be deemed to have been received by a Party on the third business day afrer the date on
which it was mailed to the Party at the address fast given above (or at such other address as the Party
shall specify to the other Party in writing) or, if sent by certified mail, on the date of receipt.
Section 12.09 Successors. This Contract shall be binding upon the Parties and their successors and
assignees, except as expressly provided in this Contract.
Section 12.10 Headings. The articles and section headings used in this Contract aze for convenience
of reference only and shall not be construed in any way to define, limit or describe the scope or intent
of any provisions.
Section 12.11 Parties. The Parties represent to each other that they are entities fully familiaz with
transactions of the kind reflected by this document, and are capable of understanding the terminology
and meaning of its terms and conditions and of obtaining independent legal advice pertaining to this
Contract.
Section 12.12 Survivability of Terms. Termination or expiration of this Contract or a Program
Attachment for any reason shall not release either Party from any liabilities or obligations set forth in
General Provisions (Core Vendor 2009) 6/9/08 Page 18 of 27
authorized to sign contracts on behalf of Contractor, and both original, signed forms must be
submitted to the Division Contract Management Unit assigned to the Program Attachment. Any
approved revision will not be effective unless signed by the DSHS Director of Client Services
Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment
to be revised. Circumstances of a requested contract revision may indicate the need for an
amendment described in the Amendment section of this Article rather than a contract revision under
this section.
Section 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
OR FROM LIABILITY THAT DEPARTMENgT OR THE STA OF TEXASS MAY HAVE BY IT
OPERATION OF LAW.
Section 12.18 Hold Harmless and Indemnification. Contractor, as an independent contractor,
agrees to hold Department, the State of Texas, individual state employees and officers, and the
federal government harmless and to indemnify them from any and all liability, suits, claims, losses,
damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees,
and damages arise from performance or nonperformance of Contractor, its employees,
subcontractors, joint venture participants or agents under this Contract.
Section 12.19 Waiver. Acceptance by either Party of partial performance or failure to complain of
any action, non-action or default under this Contract shall not constitute a waiver of either Party's
rights under this Contract.
Section 12.20 Technology Accessibility. If performance under this Contract includes the
development, modification or maintenance of a website or other electronic information resources for
DSHS or for the public on behalf of DSHS, Contractor expressly acknowledges that state funds may
not be expended in connection with the purchase of electronic information resources unless those
resources meet certain statutory and regulatory requirements relating to accessibility by persons with
visual, hearing, motor/physical, and cognitive learning disabilities as defined by Section 508 of the
Rehabilitation Act of 1973, as amended. Accordingly, Contractor represents and warrants to DSHS
that the electronic information resources provided by Contractor to DSHS for purchase aze capable,
either by virtue of features included within the technology or because they are readily adaptable by
use with other technology, of -
a) providing equivalent access for effective use;
b) presenting information, including prompts used for interactive communications; and
c) being integrated into networks for obtaining, retrieving, and disseminating information.
For purposes of this section, the phrase "equivalent access" means a substantially similaz ability to
communicate with or make use of the electronic information resource, either directly by features
incorporated within the technology or by other reasonable means jointly agreed to by DSHS and
Contractor, such as assistive devices or services that would constitute reasonable accommodations
under the federal Americans with Disabilities Act or similaz state or federal laws. Examples of
methods by which equivalent access might be provided include, but are not limited to, keyboard
Page 20 of 27
General Provisions (Core Vendor 2009) 6/9/08
b) suspend all or part of this Contract. Suspension is 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 may not bill DSHS for services
performed during suspension 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 this Contract;
e) disallow all or part of the activities or action(s) not in compliance;
f) temporarily withhold cash payments. Temporarily withholding cash payments means the
temporary withholding of payments to Contractor for proper chazges or obligations inctured,
pending resolution of issues of noncompliance with conditions of this Contract or
indebtedness to the United States or to the State of Texas;
g) permanently withhold cash payments. Permanent withholding of cash payment means that
Department retains funds billed by Contractor for (1) 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;
h) declaze this Contract void upon the Department's determination that this Contract was
obtained fraudulently or upon the Department's determination that this Contract was illegal or
invalid from this Contract's inception and demand repayment of any funds paid under this
Contract;
i) request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any
other state bid list, and barred from participating in future contracting opportunities with the
State of Texas;
j) delay execution of a new contract or contract renewal with Contractor while other imposed or
proposed sanctions aze pending resolution;
k) demand repayment from Contractor when it has been verified that Contractor has been
overpaid, e.g., because payments are not supported by proper documentation or failure to
comply with Contract terms;
1) reduce the funding amount for failure to achieve or maintain the proposed level of service;
m) pursue a claim for damages as a result of breach of contract;
n) require removal of any ofFicer, boazd member or employee of the Contractor who has been
convicted of the misuse of state or federal funds, fraud or illegal acts that are in
contraindication to continued obligations under this Contract, as reasonably determined by
DSHS;
o) withhold any payments to Contractor to satisfy any recoupment, liquidated damages, or any
penalty permitted by statute and imposed by DSHS, and take repayment from funds available
under this Contract, active or expired, in amounts necessazy to fulfill Contractor's repayment
obligations;
p) reduce the Contract term;
q) recoup improper payments when it is verified that the Contractor has been overpaid, e.g.,
because payments are not supported by proper documentation, improper billing or failure to
comply with Contract terms;
r) assess liquidated damages; or
s) impose other remedies provided by ]aw.
Page 22 of 27
General Provisions (Core Vendor 2009) 6!9/08
precedent to the filing of a contested case proceeding under Chapter 2260, Subchapter C, Tex. Gov.
Code.
Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, Subchapter C,
Tex. Gov. 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 aze unable to resolve their disputes under this
Article.
Section 14.04 Condition Precedent to Suit. Compliance with the contested case process provided
in Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue
from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the
execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to
this Contract shall be considered a waiver of sovereign immunity to suit.
Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency
of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part.
ARTICLE XV TERNIIiVATION
Section 15.01 Expiration of Contract or Program Attachment(s). Contractor's service
obligations set forth in each Program Attachment shall end upon the expiration date of that Program
Attachment unless extended or renewed by written amendment. Prior to completion of the term of all
Program Attachments, all or a part of this Contract may be terminated with or without cause as set
forth below.
Section 15.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's
authority to obligate previously awazded Funds before that authority would otherwise expire or the
voluntary relinquishment by Contractor of the authority to obligate previously awazded funds.
Contractor's costs resulting from obligations incurred by Contractor after termination of an award are
not allowable unless expressly authorized by the notice of termination. Upon termination of this
Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest
extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or
Program Attachment, as applicable, to DSHS or other entity designated by DSHS. Upon termination
of all or part of this Contract, Department and Contractor will be dischazged from any further
obligation created under the applicable terms of this Contract or the Program Attachment, as
applicable, except for the equitable settlement of the respective accrued interests or obligations
incurred prior to termination and for ContractorQs dut hroarh nfthis Contract;ln additionation does
this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include: (1) withdrawal
of Funds awazded on the basis of the Contractor's underestimate of the unobligated balance in a prior
period; (2) withdrawal of the unobligated balance at the expiration of the term of a Program
Attachment; (3) refusal to extend a Program Attachment or awazd additional funds to make a
6/9/08 Page 24 of 27
General Provisions (Core Vendor 2009)
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 (that is not covered by
insurance) is rendered by any court or governmental bodovide for its dischazge ind
Contractor does not (a) discharge the judgment or (b) p
accordance with its terms, or (c) procure a stay of execution within thirty (30) calendaz
days from the date of entry of the judgment, and within the thirty (30)-day period or a
longer period during which execution of the judgment has been stayed, appeal from the
judgment and cause the execution to be stayed during such appeal while providing such
reserves for the judgment as maybe required under generally accepted accounting
principles;
5) a writ or warrant of attachment or any similaz process is issued by any court against all or
any material portion of the property of Contractor, and such w30 oc le daz days aftermtSnt
or any similaz process is not released or bonded within thirty ( )
entry;
6) Contractor is adjudicated bankrupt or insolvent; tc Code or seeks relief under any
7) Contractor files a case under the Federal Bankrup y
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, receivership or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any case or petition against it under any
such law;
g) any property or portion of the property of Contractor is sequestered by court order an t e
order remains in effect for more than thirty (30) calendaz days after Contractor obtains
knowledge thereof;
9) a petition is filed against Contractor under any state reorganization, arrangement,
insolvency, readjustment of debt, dissolution, receivership or liquidation law of any
jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within
thirty (30) calendaz days; or
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or
of all or any part of its property.
Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to teiminate
by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this
Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated
termination in good faith during the notice period.
ARTICLE XVI VOID, SUSPENDED, AND TERMINATED CONTRACTS
Section 16.01 Void Contracts. Department may hold this Contract void upon determination that the
award was obtained fraudulently or was otherwise illegal or invalid from its inception.
whorhaslbean a party to a contractswith DSHS that has been found o beevoid~nuspended contractor
6/9108 Page 26 of 27
General Provisions (Core Vendor 2009)
CONTRACT N0.2009-028480
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000341055
CONTRACTOR: CITY OF CORPUS CHRISTI
DSHS PROGRAM: SEAFOOD & AQUATIC LIFE
TERM: 09/01/2008 THRU: 08/31/2009
SECTION I. STATEMENT OF WORK:
Contractor shall provide laboratory services for the analysis of bay water samples collected by the
Department of State Health Services (DSHS). Tests shall be perfonned in a laboratory certified to
meet United States (U.S.) Food and Drug Administration requirements for shellfish waters testing.
SECTION II. PERFORMANCE MEASURES:
Contractor shall:
• Provide testing capacity for a minimum of forty (40) laboratory analysis tests of bay water
samples per day for DSHS field offices. The number of laboratory analysis tests of bay water
samples required per year is approximately 800-1500. Peak laboratory needs are from October
15 through May 15;
Analyze bay water samples for fecal coliform using the Association of Analytical Chemists
(AOAC) modified A-1 method for Most Probable Number (MPN) using multiple-tube
fermentation;
• Be available for providing analyses a minimum of six (6) days a week, 8:00 am to 5:00 pm;
• Make results available to DSHS by phone and fax within two (2) hours of completion of
laboratory analyses and mail legible, reproducible laboratory result forms to DSHS at the
following address:
Department of State Health Services
Attn: Seafood and Aquatic Life Group
PO Box 149347 MC: 1987
Austin, Texas 78714-9347
• Be accessible by land and air travel, and be in a location where delivery services are available
which can guarantee overnight delivery;
• Be certified by the U.S. Food and Drug Administration or its certifying agency Department
State Health Services for analysis of shellfish waters;
PROGRAM ATTACHMENT -Page 1
• Meet laboratory proficiency standazds as set forth in Laboratory Procedures for the
Examination of Seawater and Shellfish, fifth edition, 1985, or the latest edition accepted by
the U. S. Food and Drug Administration, for analysis of shellfish by laboratories that have been
cleaned and autoclaved; and
• Return bay water sample bottles to the originating DSHS field office in containers supplied by
DSHS, return freight collect to DSHS.
SECTION III. SOLICITATION DOCUMENT: N/A
SECTION fV. RENEWALS: DSHS may renew the Program Attachment for up to four (4) additional
one (1) year terms at DSHS's sole discretion.
SECTION V. PAYMENT METHOD: Fee for Service
SECTION VI. BILLING INSTRUCTIONS:
Contractor shall submit a State of Texas Purchase Voucher (Form B-13) monthly, for services
performed each month, to:
Department of State Health Services
Claims Processing Unit MC: 1940
PO Box 149347
Austin, Texas 78714-9347
Contractor may submit the State of Texas Purchase Voucher (Form B-13) via facsimile at (512) 458-
7442 or e-mail at mailto~invoices(n)dshs state tx.us.
Form B-13 shall include the total number of laboratory tests performed for which results are reported.
Compensation for tests shall be based on the bidder's test fee schedule for the test.
Payment under this contract Attachment is subject to availability of funds. If funds become
unavailable, DSHS shall immediately notify Contractor. Contractor will be relieved of performance
under this contract Attachment if funds become unavailable.
SECTION VII. BUDGET:
DSHS will pay Contractor an amount of $25.00 for each completed and satisfactorilyperformed fecal
coliform test.
Total payments will not exceed $22,500.00.
SOURCE OF FUNDS: State
SECTION VIII. SPECIAL PROVISIONS: N/A
PROGRAM ATTACHMENT -Page 2