R2007-006 2007-01-08
RESOLUTION NO. R2007-6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, AUTHORIZING THE PURCHASE OF A NEW
AMBULANCE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That pricing has been obtained for the purchase of a new ambulance.
Section 2. That the City Manager or his designee is hereby authorized to
purchase a new ambulance in the amount of $99,475.00.
PASSED, APPROVED and ADOPTED this the 8th day of January, AD., 2007.
_\~~
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
~ )(.~
DARRIN M. COKER
CITY ATTORNEY
04. _ i ..2005 10: 3G
713'B50541
FRi\ZER L TD
'FRAZER
. The ~m<.km~~ EMS ModlI~
April] ],2006
Mr. Jeff Sundseth
Dircctor of E.M,S.
Pe2rland E.M.S.
Fax: 28] -652-1955
Mr. Sundseth,
PACE 01/04
Quote # 4667
Per your request we arc quoting one (1) Frazer Type I 12' Generator Powered Module mounted
on a Ford F-350 6.0L diesel XLI chassis. For your convenience all pricing 112S been itemized
below.
Frazer Type r 12' GPM
Fore! F-350 6.0L diesel XLT chassis
Optional Itcms
$ 56.000.00
$ 28,200.00
L-l4,275.00
Subtotal $ 98,475.00
HGAC fee S 1,000.00
Tota] $ 99,475.00
Optional Items:
Gnmning air suspension
S5 wheel covers
Running bocmls
Squad bench cabinet with padding on thc end
3 high "D" cylinder holder
Install their radio at console and three (3) antennae on roof
Installlhree (3) NMOB coml.ectors and ship three (3) mini coax connectors
One (1) 10" Buell air horn under front bumper w/ foot switch
Provide 02 regulator and changing v"Tcneh
Refrigerator (thermoelectric cooler) with 120V AC adapler
1 "aluminum lip on front I/O shelf
Provide Fe 111 0- Washington 93 ES cot wI antler and bar
Extra 120V duplex receptacle in comer area above 02
3 receptClc1c l2V outlet with medical diode isolator
Two (2) Extra 600 .series red LEDs on sides of module
Extra \Vl1cJcn siren in electrical compartment
Two (2) 700 series red LEDs for intersects in lieu of 400 series red
Two (2) 700 serie,s clear LEDs for grille in bell of 400 series red
2 high "D" cylinder holder
Largc double locking nluminum drug box
Striping & lettering
.$
.$
$
$
.$
$
$
$
$
$
$
S
S;
$
S
$
$
$
S
$
$
4,200.00
N/C
350.00
500.00
1 75.00
300.00
150.00
1.300.00
150.00
150.00
50.00
3,600.00
100.00
150.00
400.00
450.00
250.00
250.00
150.00
200.00
1 AOO.OO
Of course this module has standard Frazer features including 8)1 aluminum powder coated
cabinets, 120V AC watt quartz halogen sick scene lights. 30 amp shore power circuit. five (5)
Super LEDs across the front of the module in lieu of a light-bar rlus an all Super LED
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CHARLES E. BELL M.D.
ACTING COMMISSIONER
1100 W. 49th Street. Austin. Texas 78756
1-888-963-7111 · bJlR.lbvw\'i,dShs,~1AJ.s:L\c\.l'::;
TDD: 512-458-7708
December 18, 2006
Jeffrey Sundseth
Pearland EMS
3519 Liberty Drive
Pearland, Tx 77581
RE: Contract Management Directives
Dear Mr. Sundseth'
I am pleased to confirm with you, Pearland EMS has been awarded a 2007 EMS Local Projects
Grant in the amount of $35,000. The funds must be applied toward the item(s) listed below:
Item(s):
(1) Ambulance $35,000
A contract detailing your obligations for this grant has been developed and mailed. Please
remember that any cost incurred prior to the start date listed in the contract will not be
reimbursed. For more information about your contract, please refer to Attachment 1.
Congratulations on your contract. The Office of EMS and Trauma Systems Coordination is
looking forward to working with you to achieve your goals as you seek to improve emergency
pre-hospital health care in your area. If you have any questions or need assistance, please
contact Linda Reyes at (512) 834-6684 or by email atlinda.reyes@dshs.state.tx.us. You may
also contact Henry Eke at (512) 834-6700 or by email athenrY.eke@dshs.state.tx.us.
s~
Bob Burnette, C.P.M., CTPM
Director
Client Services Contracting Unit
Attachment
An Equal Employment Opportunity Employer and Provider
Resolution No. R2007-6
File No. 07-0004
DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2007-021829 (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 PEARLAND (Contractor), a Public 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 $35.000.00, and the payment methodes) shall be as specified in the Program Attachments.
3. Fundine: Oblie:ation. 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 12/01/2006 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. Authoritv. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Formine: Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2007-021829-001 EMS - LOCAL PROJECTS
c. General Provisions (Vendor)
d. Solicitation pocument(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
0'7 - DC) i' t.f
. ,
7. Conflictin2 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 PEARLAND
Address: CITY OF PEARLAND EMS 3519 LIBERTY DR
PEARLAND, TX 77581-5416
Vendor Identification Number: 17460289097003
9. Entire A2reement. 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
CITY OF PEARLAND
.~
hJ 'JJ.t? ~
By:~
Signature
By:
Signature of Authorized Official
/ -'1-~'7
'\)-I~-O\.p
Bob Burnette, C.P.M., CTPM
Date
~l &1S~. Cib
Printed Name and Title
IrJ MIj ~
(JRJI)Y-
Date
Bob.Burnette@dshs.state.tx.us
~ }g~,e~
Address -,
P~N\~~ I ri 71~ (
City, State, Zip
:J-t1- h S:~,-( r i)
Telephone Number
J~liflkeA c.L ~I~.N.U~
Director, Client Services Contracting Unit
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756
(512) 458-7470
92648-1
OrJ,..(joo'f
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 & Interlocal 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 ofPHI 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
t, •
7.02 Survival of Obligations 9
ARTICLE VIII ACCESS AND INSPECTION 9
8.01 Access 9
8.02 State Auditor's Office 10
8.03 Responding to Deficiencies 10
ARTICLE IX NOTICE REQUIREMENTS 10
9.01 Child Abuse Reporting Requirement 10
9.02 Significant Incidents 11
9.03 Litigation 11
9.04 Action Against the Contractor 11
9.05 Insolvency 11
9.06 Misuse of Funds 11
9.07 Criminal Activity and Disciplinary Action 11
9.08 Retaliation Prohibited 12
9.09 Documentation 12
ARTICLE X ASSURANCES AND CERTIFICATIONS 12
10.01 Certification 12
10.02 Contracting with Executive Head of State Agency 12
10.03 Child Support Delinquencies 13
10.04 Authorization 13
10.05 Gifts and Benefits Prohibited 13
10.06 Ineligibility to Receive the Contract 13
10.07 Antitrust 13
ARTICLE XI . GEN.BUS. OPERATIONS OF CONTRACTOR ; 14
11.01 Duty of Compliance 14
11.02 Fidelity Bond 14
11.03 Liability Coverage 14
11.04 Program Site 14
11.05 Historically Underutilized Businesses(HUBs) 14
11.06 Buy Texas 15
11.07 Status of Subcontractors 15
11.08 Incorporation of Terms 15
11.09 Independent Contractor 15
11:10 Authority to Bind 15
11.11 Tax Liability 15
11.12 Notice of Organizational Change 15
11.13 Quality Management 16
ARTICLE XII GENERAL TERMS 16
12.01 Assignment 16
12.02 Lobbying 16
EF29-12426 General Provisions(Core Vendor 2007) Table of Contents-Page 2
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
ARTICLE XVII CLOSEOUT AND CONTRACT
RECONCILIATION 27
17.01 Cessation of Services at Closeout 27
17.02 Administrative Offset 27
17.03 Deadline for Closeout 27
17.04 Payment of Refunds - 27
17.05 Disallowances and Adjustment 27
17.06 Contract Reconciliation 27
EF29-12426 General Provisions(Core Vendor 2007) Table of Contents—Page 4
Fiscal Year 2007 Performance Contract •
General Provisions
(Core/Vendor)
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 Attachments) .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
.
•
Management Standards (UGMS), as applicable where costs are used in determining the
appropriate price.
•
Section 1.07 Applicable Contracts Law and Venue for Disputes. Regarding all issues
related to contract formation,performance, interpretation, and any issues that may arise in any
dispute between the Parties, the Contract shall be governed by, and construed in accordance
with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for
any suit shall be Travis County,Texas.
Section 1.08 Statutes and Standards of General Applicability. It .is Contractor's
responsibility to review and comply with all applicable statutes, rules, regulations, executive
orders and policies. Contractor shall carry out the terms of this Contract in a manner that is in
compliance with the provisions set forth below. To the extent such provisions are applicable
to Contractor, Contractor agrees to comply with the following:
a) The following statutes and DSHS policy that collectively prohibit discrimination on
the basis of race, color, national origin, limited English proficiency, sex, sexual orientation
(where applicable), disabilities, age, substance abuse or religion: 1) Title VI of the Civil
Rights Act of 1964, 42 U.S.C.A. §§ 2000d et seq.; 2) Title IX of the Education Amendments
of 1972, 20 U.S.C.A. §§ 1681-1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act
of 1973, 29 U.S.C.A. § 794(a); 4) the Americans with Disabilities Act of 1990, 42 U.S.C.A.
§§ 12101 et seq.; 5) Age Discrimination Act of 1975, 42 U.S.C.A. §§ 6101-6107: 6)
Comprehensive Alcohol 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)TEx. LAB. CODE.
ch. 21; and 9)DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs;
b) Drug Abuse Office and Treatment Act of 1972, 21 U.S.C.A. §§ 1101 et seq.,
relating to drug abuse;
c) Public Health Service Act of 1912, §§ 523 and 527, 42 U.S.C.A. § 290dd-2, and
42 C.F.R. 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,
regarding employment verification;
f) Pro-Children Act of 1994, 20 U.S.C.A. §§ 6081-6084, regarding the non-use of
all tobacco products;
g) National Research Service Award Act of 1971, 42 U.S.C.A. §§ 289a-1 et seq.,
and 6601 (P.L. 93-348 and P.L. 103-43), as amended, regarding human subjects involved
in research;
h) Hatch Political Activity Act, 5 U.S.C.A. §§ 7321-26, which limits the political
activity of employees whose employment is funded with federal funds;
i) Fair Labor Standards 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
EF29-12426 General Provisions(Core Vendor 2007) Revised 7/20/06 Page: GP 2
•
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 USC §§4278-4763 regarding
personnel merit systems for programs specified in Appendix A-of the federal Office of
Program Management's Standards for a Merit System of Personnel Administration (5 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
s) National Historic Preservation Act of 1966, §106 (16 U.S.C. § 470),Executive Order
11593, and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§ 469a-1 et
seq.)regarding historic property to the extent necessary to assist DSHS in complying with the
Acts; •
t) Financial and compliance audits in accordance with Single Audit Act Amendments
of 1996 and OMB Circular No. A-133, "Audits of States,Local Governments, and Non-Profit
Organizations;" and
u) requirements of any other applicable statutes, executive orders, regulations and
policies.
If this Contract is funded by a grant, additional requirements found in the Notice of Grant
Award are imposed on Contractor and incorporated herein by reference.
Section 1.09 General Provisions Applicable to Interagency and Interlocal Contracts.
Certain sections or portions of sections of these General Provisions shall not apply to
Contractors that are State agencies or units of local government; and certain additional
provisions shall apply to such Contractors.
a) The following sections or portions of sections of these General Provisions shall not apply
to interagency or interlocal contracts:
1) Hold Harmless;
2) Independent Contractor (delete the third sentence in its entirety; delete the word
"employee"from the fourth sentence; the remainder of the section applies); and
3) Liability Coverage.
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, Gov. Code Chapter 771.
2) The parties hereby certify that (1) the services specified are necessary and essential
for the activities that are properly within the statutory functions and programs of the
effected agencies of State government; (2) the proposed arrangements serve the
interest of efficient and economical administration of the State government, and (3)
the services, supplies or materials contracted for are not required by Section 21 of
Article 16 of the Constitution of the State of Texas to be supplied under contract
given to the lowest responsible bidder.
3) DSHS certifies that it has the authority to enter into this Contract granted in Health
and 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 Interlocal Cooperation Act,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 board.
EF29-12426 General Provisions(Core Vendor 2007) Revised 7/20/06 Page: GP 4
, 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 program as prescribed by TEX. EDUC. CODE §
29.012 not later than the third calendar day after the date a person who is twenty-two (22).
years of age or younger is placed in Contractor's residential facility.
Section 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
a) clinical oversight by the Contractor's medical director or designated physician responsible for
medical leadership;
b) contraindication considerations for telemedicine use;
c) qualified staff members to ensure the safety of the individual being served by telemedicine at the
remote site;
d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e) use by credentialed licensed providers providing clinical care within the scope of their licenses;
f) demonstrated competency in the operations of the system by all staff members who are involved
in the operation of the system and provision of the services prior to initiating the protocol;
g) priority in scheduling the system for clinical care of individuals;
h) . quality oversight and monitoring of satisfaction of the individuals served; and
i) management of information and documentation for telemedicine services that ensures
timely access to accurate information between the two sites.
ARTICLE III FUNDING
Section 3.01 Debt to State and Corporate Status. Pursuant to TEx. Gov'T. 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 (Texas 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 regarding franchise tax or corporate status is
a material breach of this Contract. If franchise tax payments become delinquent during the
Contract term, all or part of the payments under this Contract may be withheld until
Contractor's delinquent franchise tax is paid in full.
Section 3.02 Application of Payment Due. Contractor agrees that any payments due
under this Contract will be applied towards any debt, including but not limited to delinquent
taxes and child support that is owed to the State of Texas.
ARTICLE IV PAYMENT METHODS AND RESTRICTIONS.
Section 4.01 Payment Methods. Except as otherwise provided by the Special Provisions
of this Contract, the payment method for each program shall be one of the following methods:
(a) cost reimbursement. This payment method is based on an approved budget in the
Program Attachment(s) and successful submission of a request for reimbursement;
(b) unit rate._ This payment method is based on the set unit rate stated in the Program
Attachment(s)and successful submission of all required forms; or
(c) fee-for-service. This payment method is based on the agreed fee stated in the
Program Attachment(s) and successful submission of all required forms.
Section 4.02 ,Billing Submission. Contractors shall bill the Department in accordance
with the Program Attachment(s)in the form and format prescribed by DSHS. Unless
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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.
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ARTICLE VI CONFIDENTIALITY.
Section 6.01 Confidential Information. Contractor is required to comply with state and
federal laws relating to the privacy and confidentiality of patient and client records that
contain protected health information (PHI), or other information or records made confidential
by law.
Section 6.02 Maintenance of Confidentiality. Contractor must maintain the
confidentiality of information received during the performance of this Contract,.including
PHI, and any other information that discloses confidential personal information or identifies
any client served by DSHS, in accordance with applicable.federal and state law and Rules,
including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164;
Health and Safety Code Chapters 12, 47, 81, 82, 85, ; 88, 92, 161, 181, 241, 245, 251, 534,
576, 577,596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable
Rules.
Section 6.03 Use of PHI. If Contractor is subject to HIPAA privacy regulations at 45
CFR-Parts 160 and 164, Contractor may receive, use and disclose PHI, as defined in 45 CFR
§164.501, only to carry out Contractor's duties under this Contract in accordance with the
regulations. When using or disclosing PHI or when requesting PHI from another entity,
Contractor must make reasonable efforts to limit the PHI to the minimum necessary to
accomplish the intended purpose of the use, disclosure or request.
Section 6.04 Disclosure to Department. Contractor is require d to disclose PHI of
patients or clients provided services funded through this Contract and other confidential
information to Department upon request, or as otherwise required in other contract provisions
or laws governing the release of client records or other confidential information.
Section 6.05 Department Access to PHI. Contractor shall cooperate with Department to
allow•Department to request, collect and receive PHI under this Contract, without the consent
of the individual to whom the PHI relates, for funding, payment and administration of the
grant program. Contractor shall cooperate with Department to allow Department to request,
collect and receive PHI under this Contract, without the consent of the individual to whom
the PHI relates, under applicable state and federal confidentiality and privacy laws, including
the Health Insurance Portability and Accountability Act (HIPAA) and the Privacy Standards
adopted to implement HIPAA at 45 C.F.R. pts. 160 and 164, at § 164.512, and TEx. Occ.
CODE ch. 159, at §§ 159.003 and 159.004.
Section 6.06 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), Health and Safety Code § 533.009 and Rule Chapter 414,
Subchapter A or other applicable law or rules. Contractor shall disclose information described
in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency
described in Health and 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 6.07 Security of Patient or Client Records. Contractor must ensure that patient
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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 virus/acquired immunodeficiency syndrome) Model
Workplace Guidelines for Businesses, State Agencies, and State Contractors, policy No.
090.021, and Contractor shall educate employees and clients concerning HIV and its related
conditions, including AIDS, in accordance with the TEx. HEALTH& SAFETY CODE § 85.112-
114. A link to the Model Workplace Guidelines can be found on the Texas Department of
Health legacy website at http://www.tdh.state.tx.us/hivstd/policy/policy2.htm#top.
ARTICLE VII RECORDS RETENTION.
Section 7.01 Retention. Contractor shall retain records in accordance with the
Department's State of Texas Records Retention Schedule, located at
http://www.dshs.state.tx.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
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shall permit the Department or any of its duly authorized representatives, as well as duly
authorized federal, state or local authorities, including the Office of the Inspector General at
HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to
examine any site where business is conducted and all records (including client and patient
records, if any), books, papers or documents related to the Contract. If deemed necessary by
the Department or the OIG, for the purpose of investigation or hearing, Contractor shall
produce original documents related to the Contract. Further, Contractor will ensure that,
information collected, assembled or maintained by the Contractor relative to this Contract is
available to the Department for the Department to respond to requests that it receives under
the 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 will ensure that this provision
concerning the right of access to, and examination of, information related to the Contract is
included in any subcontract it awards.
Section 8.02 State Auditor's Office. Contractor shall, upon request, make all records,
books, papers, documents, or recordings related to this Contract available for inspection,
audit, or reproduction during normal business hours to any authorized representative of the
Department. The Contractor understands that the acceptance of funds under this Contract
acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit
or investigation in connection with those funds. 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 will 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 will 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 this Contract.
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 X and XX); Primary Health Care; Maternal and Child
Health; and Nutrition Services. Contractor shall make a good faith effort to comply with
child abuse reporting guidelines and requirements in TEx. FAM. CODE ch. 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 Checklist for Monitoring located at
www.dshs.state.tx.us/childabusereporting as required by the Department. Contractor shall
retain reporting documentation on site and make it available for inspection by DSHS.
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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 http://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
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constitute grounds for disciplinary action by a state or federal regulatory authority, or has
been placed on community supervision,received deferred adjudication, or been 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 of discovery.
Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person
who reports a violation of, or cooperates with an investigation regarding, any applicable law,
rule, or standard 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 ineligible for participation in federal or state assistance programs;
b) neither it, nor its principals, are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any federal or state department or agency;
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; and
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.
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Where Contractor is unable to certify to any of the statements in this Article, Contractor shall
submit an explanation to the Division Contract Management Unit assigned to the.Contract. If
Contractor's status with respect to the items certified above changes during the Contract,
Contractor shall immediately notify the Division Contract Management Unit assigned to the
Contract.
Section 10.02 Contracting with Executive Head of State Agency. Contractor certifies that
it is in compliance with TEx. Gov'T. CODE § 669.003, relating to contracting with the
executive head of a state agency. If Contractor currently or subsequently employs a current or
former executive head of DSHS, Texas Department of Health, Texas Department of Mental
Health and Mental Retardation or Texas Commission on Alcohol and Drug Abuse, Contractor
will submit the following information to the Division Contract Management Unit assigned to
the Contract:
(a). Name of Executive;
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(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.
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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.
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ARTICLE XI . GENERAL BUSINESS OPERATIONS OF
CONTRACTOR.
Section 11.01 Duty of Compliance. Contractor and its governing board, shall bear full
responsibility. for the integrity of the fiscal and programmatic management of the
organization. This provision applies to all organizations, including Section 501(c)(3)
organizations as defined in the Internal Revenue Service Code as not for-profit organizations.
The responsibility of Contractor's governing board shall include: accountability for all funds
and materials received from Department; compliance with Department Rules, policies,
procedures, and applicable federal and state laws and regulations; and correction of fiscal and
program deficiencies identified through self-evaluation and Department's monitoring
processes. Further, Contractor's governing board shall ensure separation of powers, duties,
and functions of board members and staff. Staff members, including the executive director,
shall not serve as voting members of the Contractor's governing board. 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 Fidelity Bond. Contractor,is required to carry a fidelity bond or insurance
coverage equal to the amount of funding provided under this Contract up to $100,000 that
covers each employee of Contractor handling funds under this Contract, including person(s)
authorizing payment of such funds. The fidelity bond or insurance shall provide for
indemnification of losses occasioned by: (1) any fraudulent or dishonest act or acts committed
by any of Contractor's employees, either individually or in concert with others, and/or (2)
failure of Contractor or any of its employees to perform faithfully his/her duties or to account
properly for all monies and property received by virtue of his/her position or employment.
Section 11.03 Liability Coverage. Contractor shall also maintain liability insurance
coverage, referred to in TEx. Gov'T. 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 are organized as non-profit corporations under the
Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas
Business Corporations Act; and any other legal entity 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 actor omission by a director or officer of Contractor
damages Department's interests.
Section 11.04 Program Site. All Contractors shall ensure that the location where services are
provided is in compliance with all applicable local, state and federal zoning, building, health,
fire, and safety standards.
Section 11.05 Historically Underutilized Businesses (HUBs). If Contractor was not
required to submit a HUB subcontracting plan, Contractor is encouraged to make a good faith
effort to consider subcontracting with HUBs as set forth in TEx. Gov'T CODE ch. 2161 and 1
TEX ADM.CODE § 111.12. Contractors may obtain a list of HUBs at
http://www.tbpc.state.tx.us. If Contractor has filed a HUB subcontracting plan, the plan is
incorporated by reference in this Contract. If Contractor desires to make a change in the plan,
Contractor must obtain prior approval of the revised plan from the Department's HUB
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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
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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 11.08 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
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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
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of any change to the following: Contractor's name; contact information; key personnel,
officer, director or partner; organizational structure; legal standing; or authority to do business
in Texas. A change in Contractor's name requires an amendment to the Contract in
accordance with the Amendments section of these General Provisions.
Section 11.13 Quality Management. Contractor shall comply with quality management
requirements as directed by the Department.
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ARTICLE XII GENERAL TERMS.
Section 12.01 Assignment. Contractor will not transfer, assign, or sell its interest, in whole
or in part, in this Contract, or in any equipment purchased with funds from this Contract,
• without the prior written consent of the Department.
Section 12.02 Lobbying. Contractor shall not use funds granted under this Contract to pay
any person for influencing or attempting to influence an officer or employee of any agency,
federal or state, a member of Congress, an officer or employee of Congress, or an employee
of a member of Congress in connection with the awarding of any contract or the extension,
continuation, renewal, amendment, or modification of any contract (31 U.S.C.A. § 1352, as
amended, and UGMS). If at any time this Contract exceeds $100,000 of federal funds,
Contractor shall file with the Division Contract Management Unit assigned to the Contract 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 the 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 require any person who requests or
receives a subcontract to file the same declaration, certification, and disclosure with the
Division Contract Management Unit assigned to the Contract. Contractor shall file the
declaration, certification, and disclosure at the time of application for the contract; upon
execution of a contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and at the end of each calendar quarter in
which there occurs any event that materially affects the accuracy of the information contained
in any declaration,certification, or disclosure previously filed.
Section 12.03 Conflict of Interest. Contractor represents to the Department that it does not
have nor shall it knowingly acquire any interest that would conflict in any manner with the
• performance of its obligations under this Contract. Potential conflicts of interest include, but
are not limited to,' an existing or potential business or personal relationship between
Contractor, its principal, or any affiliate or subcontractor with 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 the 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
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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 agency)."
(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)
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any rights of copyright, service or trade marks or patents to which a grantee, subgrantee or a
Contractor purchases ownership with contract funds.
(e) If the results of the contract performance are subject to copyright law, 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 Contract.
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 the Contract or under any
grant that funds this Contract, such as domain names, URLs, etc. Contractor shall cooperate
with Department and perform all actions necessary to transfer ownership of such property to
the Department or its designee, .or otherwise affirm Department's ownership rights and
interest in such property. This provision shall survive the termination or expiration of the
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
drafted,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
after the date on_which it was mailed to the Party at the address first 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. The 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 the Contract are 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 familiar
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 for any
reason shall not release either party from any liabilities or obligations set forth in this
Contract that (a) the parties have expressly agreed shall survive any such termination or
expiration, or (b) remain to be performed or. (c) by their nature would.be intended to be
applicable following any such termination or expiration.
Section 12.13 Customer Service Information. If requested, Contractor shall supply such
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•
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
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representative who is authorized to sign contracts on behalf of Contractor and submitted to
the Division Contract Management Unit assigned to the Contract. Any approved revision will
. not be effective unless signed by the DSHS Director of Client Services Contracting Unit.
Circumstances of a requested contract revision may indicate the need for a Contract
amendment with written justification rather than a contract revision.
Section 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO
PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A
WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES
FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS
MAY HAVE BY OPERATION OF LAW.
Section 12.18 Hold Harmless. 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 the Contract.
ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR
NON-COMPLIANCE.
Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that
constitute breach of contract include,but are not limited to, the following:
a) failure to properly provide the services and/or goods purchased under this
Contract;
b) failure to comply with any provision of this Contract:
•
•
c) failure to pay refunds or penalties owed to the Department;
d) failure to comply with a repayment agreement with Department or agreed
order issued by the Department;
e) failure by Contractor to provide a full accounting of funds expended under this
Contract;
f) discovery of a material misrepresentation in any aspect of Contractor's
response to the Solicitation Document; or
g) any misrepresentation in the assurances and certifications in the Contractor's
application or response to the Solicitation Document or in this Contract.
Section 13.02 General Remedies and Sanctions. The Department will monitor Contractor
for both programmatic and financial compliance. The remedies set forth below are available
to the Department against Contractor and any entity that subcontracts with Contractor for
provision of services or goods. HHSC OIG may investigate, audit and impose or recommend
imposition of sanctions to Department for any breach of this Contract and may monitor
Contractor for financial compliance. The Department may impose one or more sanctions for
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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
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Contract was obtained fraudulently or upon the Department's determination that
the Contract was illegal or invalid from the Contract's inception;
j) designate the Contractor as high risk;
k) request that Contractor be removed from the centralized Master Bidders List
(CMBL) or any other state bid list, and bar it from participating in future
contracting opportunities with the State of Texas;
1) delay contract execution with Contractor while other imposed or proposed
sanctions are pending resolution;
m) place Contractor on probation. Probation means that Contractor will be placed
on accelerated monitoring for a period not to exceed six (6) months at which time
items of noncompliance must be resolved or substantial improvement shown by
Contractor. Accelerated monitoring means more frequent or more extensive
monitoring will be performed by Department than would routinely be
accomplished;
n) require Contractor to obtain technical or managerial assistance;
o) establish additional prior approvals for expenditure of funds by Contractor;
p) require additional, more detailed, financial and/or programmatic reports to be
submitted by Contractor;
• q) demand repayment from Contractor;
•
r) reduce the funding amount for failure to achieve or maintain the proposed
level of service, to expend funds appropriately and at a rate which will make full
use of the award, or to provide services or to achieve local match,if required;
s) pursue a claim for damages as a result of breach of contract;
s)require removal of any officer 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 determined by
DSHS;
t)withhold any payments to Contractor to satisfy any recoupment or penalty
imposed by DSHS, and take repayment from funds available under this Contract,
active or expired, in amounts necessary to fulfill Contractor's repayment
obligations;
u)reduce the Contract term;
v)recoup improper payments when it is verified that the Contractor has been
overpaid because of improper billing or accounting practices or failure to comply
with Contract terms; or
•
w)impose other remedies provided by law.
Section 13.03 Notice of Sanctions. Department will formally notify Contractor in writing
when a sanction is imposed (with the exception of accelerated monitoring, which may be.
unannounced), stating the nature of the sanction(s), the reasons for imposing them, the
corrective actions, if any, that must be taken before the actions will be removed and the time
allowed for completing the corrective actions, and the method, if any, of requesting
reconsideration of the sanctions imposed. Contractor is required to file, within fifteen (15)
calendar days of receipt of notice, a written response to Department acknowledging receipt of
such notice. If requested by the Department, the written response shall state how Contractor
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•
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 Suit. Compliance with the contested case
process provided in Chapter 2260, subchapter C, Texas Government Code, is a condition
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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 TERMINATION.
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 awarded funds before that authority would .
otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate
previously awarded funds. Contractor 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, Contractor 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 termination of all or part of this
Contract, Department and Contractor will be discharged from any further obligation created
under the applicable terms of this Contract except for 'the equitable settlement of the
respective accrued interests or obligations incurred prior to termination and for Contractor's
duty to cooperate with DSHS. Termination does not, however, constitute a waiver of any
remedies for breach of this Contract. In addition, Contractor's obligations to retain records
and maintain confidentiality of information shall survive this Contract.
Section 15.03 Acts Not Constituting Termination. Termination does not include: (1)
withdrawal of funds awarded 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 award additional funds to make a competing or noncompeting continuation, renewal,
extension, or supplemental award; or (4) voiding of a contract upon determination that the
award was obtained fraudulently, or was otherwise illegal or invalid from inception.
Section 15.04 Termination Without Cause.
a) Either Party may terminate this Contract with at least thirty (30) calendar days
prior written notice to the other Party, except that if Contractor seeks to terminate
a Contract that involves residential client services, Contractor must give the
Department at least ninety (90) calendar days prior written notice and must submit
a transition plan to ensure client services are not disrupted.
b) The Parties may terminate this Contract by mutual agreement.
c) Either Party may terminate this Contract with at least thirty (30) calendar days
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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
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execution of the judgment has been stayed, appeal from the judgment and cause the execution
to be stayed during such appeal while providing such reserves for the judgment as may be
required under generally accepted accounting principles;
5. a writ or warrant of attachment or any similar process shall be issued by any court
against all or any material portion of the property of Contractor, and such writ or warrant of
attachment or any similar process is not released or bonded within thirty (30) calendar days
after its entry;
6. Contractor is adjudicated bankrupt or insolvent;
7. Contractor files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of 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;
8. any property or portion of the property of Contractor is sequestered by court order and
the order remains in effect for more than thirty (30) calendar days after Contractor obtains
knowledge 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) calendar days; or
10. Contractor consents to the appointment of. a receiver, trustee, or liquidator of
Contractor or Of all or any part of its property.
Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to
terminate by any verifiable method. If either Party gives notice of its intent to terminate all or
a part of this Contract, Department and Contractor will 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.
Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A
Contractor who has been a party to a contract with DSHS that has been found to be void,
suspended, or terminated for cause is not eligible for expansion of current contracts, if any, or
new contracts or renewals until the Department has determined that Contractor has
satisfactorily resolved the issues underlying the suspension or termination. Additionally, if
this Contract is found to be void, any amount paid is subject to refund.
Section 16.03 Appeals Rights. Pursuant to Gov. Code §2105.302, after receiving notice
from the Department of termination of a contract with DSHS funded by block grant funds,
Contractor may request an administrative hearing under Gov. Code Chapter 2001.
•
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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. 2007-021829-
PROGRAM ATTACHMENT NO. 001
PURCHASE ORDER NO. 0000324227
CONTRACTOR: CITY OF PEARLAND
DSHS PROGRAM: EMS - LOCAL PROJECTS
TERM: 12/01/2006 THRU: 08/31/2007
SECTION I. STATEMENT OF WORK:
DSHS will provide both funding and technical assistance to Contractor to enhance the availability
and/or quality of emergency pre-hospital health care. Contractor shall conduct Emergency Medical
Services (EMS) program activities to develop, upgrade, or expand emergency medical services
systems.
SECTION II. PERFORMANCE MEASURES:
All activities shall be performed in accordance with DSHS's Request for Proposal (RFP) issued on
June 29, 2006 and Contractor's application plan as agreed to and approved by DSHS. These
documents are hereby adopted and incorporated by reference herein as part of this Program
Attachment.
SECTION III. SOLICITATION DOCUMENT: EMS/LPG-0204.1
SECTION IV. RENEWALS: N/A
SECTION V. PAYMENT METHOD: Cost Reimbursement
SECTION VI. BILLING INSTRUCTIONS:
Contractor may claim reimbursement for approved equipment item(s) by attaching invoice(s)
for the item(s) ordered along with the purchase voucher (Form B-13), at any time within the
Program Attachment term. All items claimed for reimbursement shall be procured within the
Program Attachment term. Contractor shall submit paid invoices for reimbursement no later
than 60 days after the Program Attachment term. Contractor shall also forward proof of
payment (e.g., copy of canceled check or a paid invoice with a zero balance) and a copy of
the shipping invoice showing the delivery date of any item(s) that were claimed for
reimbursement.
Invoices and reports shall be submitted to the following address:
Department of State Health Services
Office of EMS and Trauma Systems Coordination
Attn: Contract Manager
11 00 West 49th Street
Austin, Texas 78756
PROGRAM ATTACHMENT - Page 1
SECTION VII. SPECIAL PROVISIONS:
For the purposes of this Program Attachment, and as specified in the RFP, DISPOSABLE
SUPPLIES, PERSONNEL, FRINGE BENEFITS, LAND PURCHASES, BUILDINGS, DAY - TO-
DAY OPERATING EXPENSES (E.G. FUEL, INSURANCE, LOANPA YMENTS;RENT, ETC.)
AND INDIRECT COSTS ARE NOT ALLOW ABLE COSTS.
If the total costs of the project are greater than the DSHS share set out in SECTION VIII. BUDGET,
Contractor shall obtain funds for the remaining costs in order to accomplish project activities agreed
upon herein.
DSHS may withhold or deny payment in accordance with the General Provisions if project
requirements are not accomplished or sufficiently documented.
General Provisions, Compliance and Reporting Article, Reporting Section is not applicable to this
Program Attachment.
General Provisions, Services Article, Education to Persons in Residential Facilities, Consent to
Medical Care, and Telemedicine Medical Services Sections are not applicable to this Program
Attachment.
General Provisions, Confidentiality Article, Exchange of Client-Identifying Information,
Security of Patient or Client Records, and HIV/AIDS Model Workplace Guidelines Sections are
not applicable to this Program Attachment.
General Provisions, General Business Operation of Contractor Article, Historically
UnderutiIized Businesses (HUBs) and Incorporation of Terms Sections are not applicable to this
Program Attachment.
SECTION VIII. BUDGET:
SOURCE OF FUNDS: State
PROGRAM ATTACHMENT - Page 2
2007-021829-001
Categorical Budget:
t- ·
t ~-=~"~
w ~ <~. ~~ ~ ~E~ONNEq [?~ ~.....~.:~ ~ _ jQ.O~]
FRINGE BENEFITS $0.00
~ ~{.~ f3~ ~I~V:Eq[_ _~~' ~. ~: $0.001
EQUIPMENT $35,000.00
[;.~~~" 4 1~~~ :~~Qppbi!~l[ ~. ~. ~.~ $O.OOJ
CONTRACTUAL $0.00
C.:~- ~ '= = .~~ =' ~'=i~-= ~ ..~ .~~Q~~L-=: ===:.. ~p,=~_...~ $O~qQ~
TOTAL DIRECT CHARGES $35,000.00
'=' ~~.~ - ~f -=.~ INQJRECT C~-A~G~Sl[~__~~~ ~ {~~ ~ .. ~io.oQ]
TOTAL $35,000.00
t, ~.~. =- __ ~.~" ~~ '=~~b~Hs:~~~J ~-~:-~ =~~ .i, ~~ ..-.$3S,90~]OJ
CONTRACTOR SHARE $0.00
__ -~~2i~ MAICHJr ..: ~ = $~.OOJ
~ ~~=,
I!iI
Total reimbursements will not exceed $35,000.00
Equipment List Attached.
Equipment List
Equipment Total: $ 35,000.00
~Ite'm'#:".< "
'f. ',,-, '\1:'; '''1. '',... ~I: fit
,Equipment [)escnptlon. ',,*,'-""T
, \
1
Frazer F350 Type I Ambulance (total unit price
$99,475)
~. lli'~
Units " 1
1
v ", 1':"-" ,~Jf.f, ~l
';Unit Cost < ',:f
$35,000.00
1:ot~d. .
$35,000.00
TEXAS DEPARTMENT OF STATE HEALTH SERVICES
CHARLES BELL, M.D.
ACTING COMMISSIONER
1100 W. 49th Street. Austin, Texas 78756
1-888-963-7111 . hllp://www.dshs.state.tx.us
Dear Contractor:
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.
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 htto://www.dshs.state.tx.us.
Please reference the document and Attachment numbers in all future correspondence. If you have any
questions, please contact the Client Services Contracting Unit at cscu.customersupport@dshs.state.tx.us
or 512/458-7470.
Sincerely,
~ob Burnette, Director
Client Services Contracting Unit
Enclosures
~~J~N~::~ ~
,
CITY OF PEARLAND
CITY SECRETARY'S OFFICe
An Equal Employment Opportunity Employer
CS 2007-06
State Farm Lloyds
Sugar Creek Operation Center
P.O. Box 149183
April 9, 2007 Austin, TX 78714-9183
(281) 276-3200
(800) 814-0796 Fax
City of Pearland
Michael G. Hodge
City of Pearland
3519 Liberty Dr.
Pearland, Texas 77581
-- — RE:`"Claim Number-:---- --5 3Q94-5-=8 7-5—-- -- - - ----- --��— __
Date of Loss : February 13 , 2007
Our Insured: Donna Bounds .
Amount of Loss : $3 , 052 .46
Location of Loss : 2909 Trinity Dr. Pearland Tx. 77584
Dear Michael G. Hodge :
We are writing to you regarding damage to our insured' s property
at the above location. Our investigation determined the cause of
loss to be City workers actions, caused damage to home and
contents . The damage includes supply line, applance blockage and
water damage to home .
Our initial investigation indicates you are responsible for the
damages . We have indemnified our insured for the loss, and are
looking to you for reimbursement of the claim amount above.
If you have liability insurance, please forward our
correspondence to your insurance company for discharge of your
obligation. If you do not have insurance, please contact me at
----- you-r earliest convenience to discuss other options .
In order to assist you in evaluating and processing the •
subrogation claim we are asserting, we may provide nonpublic
personal information about our customer. We are sharing this
information to effect, administer, or enforce a transaction
authorized: by,;.the consumer,. :.However,: ypuare neither authorized
nor erm' >� ::;; <°:':`::; -:;. 1 tome:;::<:;:;::n.,.Ag .. io'<' '�.. ro :;':.''':`�>`e for p �,.�:��:�.:::��:,.:. ( ) u�� >i�us �.:::�..n.�Q:aat n..,we v.�>�:.
P
any ur osoth < hanfigO'eval u to and»`° roces°"`s>:theOW3bro gation
claim, > >' 2 disclos ;::>>>°r share:>><<he c .>s. omer:.:>.::a orma:;;:;:o
( ) im .;i.i .. ::a.;n aka..; n;.;<
r h r t h:°>:,>::>:,; ;:.::::::and ::> the
providfor anyu o >i<ot e hax . to>ealuat.... ee
subro •ton claim.
imim
HOME OFFICE: DALLAS, TEXAS 75379-9100
Page 2
April 9, 2007
Thank you for your prompt attention to this matter. I may be
reached at the number listed below.
Sincerely,
Harry Green
Claim Representative
(281) 276-3298
State Farm Lloyds .
l w l 144
RECEIVED
CITY r '—t''�r •J
McGRIFF SEIBELS &WILLIAMS OF TEXAS
CITY SECRETARY OFFICE J i..li(iL Iiiat i S +4'
m e.,Suite 1700•Houston,Texas 77042-4143•TEL-(713)877-8975•FAX-(713)877-897,1
3a,14, J:a,r a.. e:•:Z {(xx.' i4,, ,;. Y\{ \ v:n 4 1 N *,tLr,lizty r..A ig.4 ,1 u
-iik,
r
October 11, 2006 E 6 '
Thane Harrison ®L =
al-
Waste Management of Texas, Inc. r -
3520 Pansy I I -W, DT.1 (--
Pasadena, Texas 77505 IA isp, i
RE: Performance Bond No. 8195 99 60
City of Pearland
Please find enclosed your requested surety bond. Should you have any questions, please f-el free
to give us a call.
Regards,
r
Ma A 1cia
Senior ccount Service Representative
C:\Documents and Settings\rngarcia\My Documents\Performance Bond Cover Letter.doc
1 1 .
m S
•
• IMPORTANT NOTICE
TO OBTAIN INFORMATION OR MAKE A COMPLAINT:
•YOU MAY CONTACT THE TEXAS DEPARTMENT OF INSURANCE
TO OBTAIN INFORMATION ON COMPANIES, COVERAGES,
RIGHTS OR COMPLAINTS AT:
• 1-800-252-3439
YOU MAY WRITE THE TEXAS DEPARTMENT OF INSURANCE: .
P. O. BOX 149104
AUSTIN, TEXAS 78714-9104
FAX #(512) 475-1771
PREMIUM OR CLAIM DISPUTES:
SHOULD YOU HAVE A DISPUTE CONCERNING YOUR PREMIUM
OR ABOUT A CLAIM,YOU SHOULD CONTACT THE AGENT OR
• COMPANY FIRST. IF THE DISPUTE IS NOT RESOLVED,YOU MAY .
CONTACT THE TEXAS DEPARTMENT OF INSURANCE:
• ATTACH THIS NOTICE TO YOUR POLICY
THIS NOTICE IS FOR INFORMATION ONLY AND DOES NOT BECOME
A PART OR CONDITION OF THE ATTACHED DOCUMENT. '
• , •
i
111CCHUBB' GROUP OF INSURANCE COMPANIES
Surety Department, 15 Mountain View Road,P.O.Box 1615,Warren,NJ 07061-1615
CHUBB Phone:908-903-3497 Facsimile:908-903-3656
Bond No. 8195-99-60 FEDERAL INSURANCE COMPANY
PERFORMANCE BOND
Amount $600,000.00
Know All Men By These Presents,
That we,Waste Management of Texas, Inc., 3520 Pansy, Pasadena,TX 77505
(hereinafter called the Principal), as Principal, and the FEDERAL INSURANCE COMPANY ,Warren, New Jersey a
corporation duly organized under the laws of the State of Indiana , (hereinafter called the
Surety), as Surety, are held and firmly bound unto City of Pearland, 3519 Liberty Drive, Pearland, TX 77581-5416
(hereinafter called the Obligee), in the am unt of
Six Hundred Thousand and NO/100
($600,000.00), for the payments of which we, the said Principal and the said Surety, bind ourselves, our heirs, exe utors,
administrators, successors and assigns,jointly and severally,firmly by these presents.
Sealed with our seals and dated this October 11, 2006.
WHEREAS, the Principal entered into a certain Contract with the Obligee, dated for Residential, Commerci I and
Industrial Permanent Roll-Off Service
in accordance with the terms and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set
forth herein.
NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounden Principal shall well and
truly keep, do and perform each and every, all and singular, the matters and things in said Contract set forth and specified tcibe by
said Principal kept, done and performed, at the times and in the manner in said Contract specified, or shall pay over, mak good
and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or iefault
on the part of the said Principal so to do,then this obligation shall be null and void; otherwise shall remain in full force and leffect,
subject, however, to the following conditions:
NOTWITHSTANDING ANYTHING CONTAINED IN THE CONTRACT TO THE CONTRARY, THE LIABILITY Co THE
PRINCIPAL AND THE SURETY UNDER THIS BOND IS LIMITED TO THE TERM OF THE CONTRACT FROM
October 1, 2006 TO September 30, 2007. ANY EXTENSIONS OR RENEWALS OF THIS BOND MUST BE CONSENTED
TO IN WRITING BY THE PRINCIPAL AND THE SURETY. FAILURE TO EXTEND OR RENEW THIS BOND BY THE
PRINCIPAL AND THE SURETY SHALL NOT CONSTITUTE A DEFAULT UNDER THIS BOND.
Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the
Contract falls due.
Form 15-02-0300(Rev. 11-99)Contracts with Renewal Options Page 1 of 2
,
Bond No.8195-99-60
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the
heirs,executors, administrators or successors of the Obligee.
Waste Management of Texas, Inc.
By:(/2 .4 eia4Z ��' � C
Maria D.Garcia,Attorney-in-fact
FEDERAL INSURANCE COMPANY
BY: i� IU 2
M ry A n Gar ia, Atto a In Fact
Form 15-02-0300(Rev.11-99)Contracts with Renewal Options Paie 2 of 2
• POWER ' Federal Insurance Company Attn: Surety Department
icChubb OF Vigilant Insurance Company 15 Mountain View itoad
Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059
Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE
COMPANY a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporations do each hereby constitite and
appoint Marc W. Boots, Richard Covington, Maria D. Garcia, Mary Ann Garcia,Joy Hajovsky, Leslie K. Hudgens,
Vickie Lacy, P.T. Osbum,Stephen R.Smith,Amy Sustaire and Misty Wright of Houston, Texas
each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to afros their corporate seals to and deliver for and on theirlbehalf as
surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and
any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations.
In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed a attested
these presents and affixed their corporate seals on this 1st day of August,2006
,e..)kft,R, -s7.7,__/.,,e__, ,/,-‘-
�"`"
'Kenneth C.Wendel,Assistant Secrete/ J Smith,Vice President/
STATE OF NEW JERSEY '_.--
ss.
County of Somerset
On this 1st day of August, 2006 before me,a Notary Public of New Jersey,personally came Kenneth C.Wendel,to me
known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which
executed the foregoing Power of Attorney, and the said Kenneth C.Wendel,being by me duly sworn,did depose and say that he is Assistant Secretary of FEDERAL
INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the
foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By-Laws of said Companies;and that he signed said Power of Attomey as
Assistant Secretary of said Companies by like authority;and that he is acquainted with John P.Smith,and knows him to be Vice President of said Companies;alid that the
signature of John P.Smith,subscribed to said Power of Attorney is in the genuine handwriting of John P.Smith,and was thereto subscribed by authority of said By Laws and
in deponent's presence.
Noted: --
a A.EpA
KJ► 'HjR,{e„terse)'
g ®'IA�tY c VO¼JLpubflm02009ii Off c
Comm
dfis5 CERTIFICATION
Extract from the By-Laws of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY:
"MI powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman or the
President or a Vice President or an Assistant Vice President,jointly with the Secretary or an Assistant Secretary,under their respective designations.Tire
signature of such officers may be engraved,printed or lithographed.The signature of each of the following officers:Chairman,President,any Vice President,
any Assistant Vice President,any Secretary,any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to aEiy
certificate relating thereto appointing Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other
writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and
binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon tire
Company with respect to any bond or undertaking to which it is attached."
I,Kenneth C.Wendel,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY
(the"Companies"do hereby certify that
(i) the foregoing extract of the By-Laws of the Companies is true and correct,
(ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and re
authorized by the U.S.Treasury Department;further,Federal end Vigilant are licensed in Puerto Rico and the U.S.Virgin Islands,and Federal is licensed
in American Samoa,Guam,and each of the Provinces of Canada except Prince Edward Island;and
(i7 the foregoing Power of Attorney is true,correct and in full force and eff d& i;j. ac30 .-1
4,0"04:0 f=7,-- r_
I14 I ,IV*-- / . li.
.%WO . _-..2_>'. . 4.4*-''fii91. I el"e Xe‘t 11-••'
Kenneth C.W ndel,Assistant Secretary
IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER
MATTER,PLEASE CONTACT US AT ADDRESS LISTED ABOVE,OR BY Telephone(908)903-3493 Fax(908)903-3656
e-mail: surety@chubb.com
•
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A .
attached hereto (individually, the "Corporation"), has constituted and appointed and does here y
constitute and appoint Marc W. Boots, Mark W.Edwards II, Maria D. Garcia, Mary Ann Garcia,Les.ie
K. Hudgens, Christopher M. Muscolino, P.T. Osburn and Stephen R. Smith of McGriff, Seibels &
Williams of Texas, Inc., each its true and lawful Attorney-in-fact to execute under such designation in 'ts
name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise, bonds
of any of the following classes, to wit:
1. Surety bonds to the United States of America or any agency thereof,
including lease and miscellaneous surety bonds required or permitted
under the laws, ordinances or regulations of any State, City, Town,
Village,Board or any other body or organization,public or private.
2. Bonds on behalf of contractors in connection with bids, proposals or
contracts.
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written
direction of any officer(or any designee of any such officer)to execute and deliver any such bonds.
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to
any such bond, policy or to any certificate relating thereto by facsimile and any such bond, policy or
certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the
Corporation when so affixed.
IN WITNESS WHEREOF, the Corporation has caused these presents to b s' d by its Vice
Press t��d reasurer, and its corporate seal to be hereto affixed this day of
("/rYO ,2006.
Witness: Waste Management,Inc.
tS),(AA. i\__,a_.LO 9, 01)7\--- 1 u(/I if tc 'L.- l Ce___,
Donna L.Meals ( erie C.Rice
Director,Financial Assurance Vice President,Finance and Treasurer
•
Revised 12/19/05
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
1019726 Alberta Ltd. NA-0000168 Corporation Active
I
1329409 Ontario Inc. NA-0000001 Corporation Active
33613064 Canada Inc. NA-0000003 Corporation Active
• 635952 Ontario Inc. NA-0000005 Corporation Active
Acaverde S.A.de C.V. NA-0000010 Corporation Active
Acaverde Servicios,S.A.de C.V. NA-0000011 Corporation Active
Advanced Environmental Technical Services,LLC. 36-4016575 Limited Liability Company Actllire
Akron Regional Landfill,Inc. 31-1595650 Corporation Active
Alabama Waste Disposal Solutions,LLC. 76-0641853 Limited Liability Company Achim
Alliance Sanitary Landfill,Inc. 23-2363025 Corporation ActiLe
Alpharetta Transfer Station,LLC 20-1457486 Limited Liability Company ActiLe
American Landfill,Inc. I 34-1355763 Corporation Acti.re
American RRT Fiber Supply,L.P. 23-2790769 Limited Partnership Actiire
Anderson Landfill,Inc. 76-0590137 Corporation Active
Antelope Valley Recycling and Disposal Facility,Inc. ' 95-33443131 Corporation Active
Apollo Waste Industries,LL.C. 58-2195371 Limited Liability Company Active
Apollo Waste Services of Georgia,L.LC. i 25-1864816 Limited Liability Company Active
Arden Landfill,Inc. 25-1249512 Corporation Active
Atlantic Waste Disposal,Inc. 36-3852536 Corporation Active
Automated Salvage Transport Co.,L.LC. 04-3735644 Limited Liability Company Active
Autumn Hills Recycling&Disposal Facility Trust 59-7001676 Trust Active
Auxiwaste Services SA NA-0000013 Corporation Active
Azusa Land Reclamation,Inc. 95-290B4313 Corporation Active
B&B Landfill,Inc. 20-1469925 Corporation Active
Barre Landfill Gas Associates,L.P. 06-1438474 Limited Partnership Acts e
Bayside of Marion,Inc. 22-3479629 Corporation Active
1
Beecher Development Company 36-3381285 Joint Venture Active
1
Bestan Inc. NA-0000017 Corporation Active
Big Dipper Enterprises,Inc. 45-0325454 Corporation Active
Bio-Energy Partners 36-3050224 General Partnership Active
1
Bluegrass Containment,LL.C. 76-0641298 Limited Liability Company Active
Brazoria County Recycling Center,Inc. 76-0160311 Corporation Active
Burnsville Sanitary Landfill,Inc. 41-1682463 Corporation Active
Buttrey Development Three,LLC 59-3653859 Limited Liability Company Active
I
Buttrey Development Two,LLC 59-3652174 Limited Liability Company Active
I
C&C Disposal,LLC 20-1289317 Limited Liability Company Active
C.I.D.Landfill,Inc. 16-1091396 Corporation Active
CA Newco,L.L.C. 35-2228276 Limited Liability Company Active
11/14/2005 1:08:57 PM ; Page 1
1
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Stttus
Cal Sierra Disposal 94-2349727 Corporation Active
California Asbestos Monofill,Inc. 68-0232434 Corporation Active
Canadian Waste Services Holdings Inc. NA-0000020 Corporation Active
CAP/CRA,LLC. 52-2137376 Limited Liability Company ActL,e
Capital Sanitation Company B8-01216BB Corporation Active
Capitol Disposal,Inc. 76-0638591 Corporation Active
Carolina Grading,Inc. • 57-0923606 Corporation Active
Carver Transfer&Processing,LLC 41-1767917 Limited Liability Company Active
Cedar Ridge Landfill,Inc. 62-1727570 Corporation Active
Cedar Cedar Ridge Recycling&Disposal Facility Trust 59-6969012 Trust Active
Central Disposal Systems,Inc. 42-0995450 Corporation Active
Central Missouri Landfill,Inc. 43-1397423 Corporation Active
Chadwick Road Landfill,Inc. 58-1798581 Corporation Active
Chambers Clearview Environmental Landfill,Inc. 25-1652556 Corporation Active
Chambers Development Company,Inc. 25-1214958 Corporation Active
Chambers Development of Ohio,Inc. 51-0396835 Corporation Active
Chambers of Asia NA-0000159 Corporation Active
Chambers of Georgia,Inc. 58-2397639 Corporation Active
Chambers of Hong Kong,Inc. NA-0000156 Corporation Active
Chambers of Mississippi,Inc. 25-1628285 Corporation Active
I
Chastang Landfill,Inc. 76-063B602 Corporation Active
Chemical Waste Management of Indiana,LL.C. 36-4067587 Limited Liability Company Active
Chemical Waste Management of the Northwest,Inc. 91-1069393 Corporation Active
Chemical Waste Management,Inc. 36-2969152 Corporation Active
Chesser Island Road Landfill,Inc. 58-2364490 Corporation Active
City Disposal Systems,Inc. 38-3407001 Corporation Active
City Environmental Services,Inc.of Arecibo 38-3340455 Corporation Active
City Environmental Services,Inc.of Waters 38-3020069 Corporation Active
City Environmental,Inc. 38-3407576 Corporation Active
City Management Corporation 38-2056600 Corporation Active
Clayton-Ward Company,Inc. 6B-0253945 Corporation Active
Cleburne Landfill Company Corp. 59-3069374 Corporation Active
Coast Waste Management,Inc. 95-2557952 Corporation Active
Colorado Landfill,Inc. 76-0639312 Corporation Active
Connecticut Valley Sanitary Waste Disposal,Inc. 04-2796580 Corporation Active
Conservation Services,Inc. 84-0915035 Corporation Active
I
Container Recycling Alliance,L.P. 36-3730138 Limited Partnership Active
Continental Waste Industries Arizona,Inc. 22-3146904 Corporation Active
11/14/2005 1:08:57 PM Page 2
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Active
Coshocton Landfill,Inc. 31-1214800 Corporation Alva
Cougar Landfill,Inc. 76-0211843 Corporation Active
Countryside Landfill,Inc. 36-2838336 Corporation Active
Cuyahoga Landfill, Inc. 76-0660495 Corporation Alive
CWM Chemical Services,LLC. 36-4203347 Limited Liability Company All ive
Dafter Sanitary Landfill,Inc. 38-2754804 Corporation Active
Dauphin Meadows,Inc. 23-2390163 Corporation Active
Deep Valley Landfill,Inc. 23-2886200 Corporation Active
Deer Track Park Landfill,Inc. 39-1802678 Corporation AlvaDel Almo Landfill,LL.C. 74-3055347 Limited Liability Company Alva
Deland Landfill,Inc. 76-0590138 Corporation Acltive
Delaware Recyclable Products,Inc. 51-0334417 Corporation Active
Dickinson Landfill,Inc. 76-0325364 Corporation Acltive
Disposal Service,Incorporated 55-061 B479 Corporation Alva
Dominium Opportunity Fund,A California Limited Partnership 95-4507794 Limited Partnership Acive
Donahue/JRP Asia Pacific Ltd NA-0000163 Corporation Acitive
E.C.Waste,Inc. 66-0523535 Corporation Active
Ii
Eagle Valley Recycling&Disposal Facility Trust 59-6977580 Trust Active
Earthmovers Landfill,L.L.C. 61-1342591 Limited Liability Company A live
East Liverpool Landfill,Inc. 34-1637446 Corporation Active
Eastern One Land Corporation 76-0695122 Corporation Alctive
eCycling Services,LLC. 3B-3684879 Limited Liability Company Active
El Coqui de San Juan 66-0525083 Joint Venture Acive
El Coqui Landfill Company,Inc. 66-0555785 Corporation Alva
El Coqui Waste Disposal,Inc. 76-0480500 Corporation A ive
ELDA Landfill,Inc. 76-0639272 Corporation Active
Elk River Landfill,Inc. 41-1283941 Corporation Active
Envirofil of Illinois,Inc. 37-0957555 Corporation Active
Evergreen Landfill,Inc. 76-0472693 Corporation Active
-Evergreen National Indemnity Company UK-0000142 Corporation Active
Evergreen Recycling and Disposal Facility,Inc. 76-0638587 Corporation Acltive
Farmer's Landfill,Inc. 43-0663680 Corporation Active
Feather River Disposal,Inc. 06-1 4 7 93 4 9 Corporation Active
I
Fernley Disposal,Inc. 94-3423947 Corporation Active
Front Range Landfill,Inc. 76-0479974 Corporation Active
G.I,Industries 87-0430Z85 Corporation Active
GA Contracts Enterprises,LLC 42-1601041 Limited Liability Company Active
11/14/2005 1:08:57 PM Page f
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
GA Landfills,Inc. 5B-2293782 Corporation AE e
Gallia Landfill,Inc. 31-1509605 Corporation Actiie
Garnet of Maryland,Inc. 52-1916417 Corporation Active
Gateway Transfer Station,LLC 20-1457460 Limited Liability Company Active
GCP Engineering Ltd NA-0000164 Corporation Actt✓e
i
Georgia Waste Systems,Inc. 58-1028526 Corporation Acti'e
Gestion Des Rebuts D.M.P.Inc. NA-0000033 Corporation Act'UI✓e
Giordano Recycling,L.L.C. 20-2098765 Limited Liability Company Actiire
Glen's Sanitary Landfill,Inc. 38-2065407 Corporation Active
Grand Central Sanitary Landfill,Inc. 23-2049337 Corporation Actilve
Greeley Holding Company,LLC 20-193973B Limited Liability Company Act vJ e
Grupo WMX,S.A.De C.V. NA-0000039 Corporation Active
Guadalupe Mines Mutual Water Company 77-039627B Not For Profit Corporation Active
Guadalupe Rubbish Disposal Co.,Inc. 95-2746642 Corporation Active
Guam Resource Recovery Partners,L.P. 36-4149976 Limited Partnership Activei
Ham Lake Haulers,Inc. 41-1704537 Corporation Active
Harris Sanitation,Inc. 59-1219741" Corporation Active
Harwood Landfill,Inc. 52-1637402 Corporation Active
Hedco Landfill Limited NA-0000040 Corporation Active
I
Hillsboro Landfill Inc. 93-0760239 Corporation Active
Holyoke Sanitary Landfill,Inc. 04-2481863 Corporation Active
IN Landfills,LLC. 61-1342588 Limited Liability Company Active
Independent Sanitation Company 8B-0126699 Corporation Actfive
Intersan Inc. NA-0000041 Corporation Active
Jahner Sanitation, Inc. 45-0410330 Corporation Active
Jay County Landfill,LLC. 61-1342592 Limited Liability Company Active
JFS(UK)Limited NA-0000044 Corporation Active
Jones Sanitation,LL.C. 61-1342583 Limited Liability Company Active
Junker Sanitation Services,Inc. 41-0963253 Corporation Active
K and W Landfill Inc. 38-2504167 Corporation Active
Kahle Landfill,Inc. 43-1682575 Corporation Active
Keene Road Landfill,Inc. 59-2044226 Corporation Active
Kelly Run Sanitation,Inc. 25-1696669 Corporation Active
Key Disposal Ltd. NA-0000045 Corporation Active
KeyCorp Investment Limited Partnership 34-1783428 Limited Partnership Active
1
King George Landfill,Inc. 54-1632805 Corporation Active
1
KN Industrial Services,Inc, 76-0697201 Corporation Active
L&M Landfill,Inc. 84-1492401 Corporation Active
11/14/2005 1:08:57 PM 1 Page 4
1
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
La Quinta Medical/Commercial Plaza,Ltd. ' 95-4357859 Limited Partnership Active
Land Reclamation Company,Inc. 36-3640284 Corporation Active
Landfill of Pine Ridge,Inc. 76-0638593 Corporation Actlive
I
Landfill Services of Charleston,Inc. 55-0731302 Corporation Adtive
Laurel Highlands Landfill,Inc. 25-1640583 Corporation Active
Laurel Ridge Landfill,LLC. 61-1342562 Limited Liability Company Active
i
LCS Services,Inc. 55-0673745 Corporation Active
LFG Production,L.P. 36-4191460 Limited Partnership A ive
Liberty Landfill,L.LC. 61-1342590 Limited Liability Company Active
Liberty Lane West Owners'Association 36-4163829 Not For Profit Corporation Adtive
Liquid Waste Management,Inc. 95-2779930 Corporation Active
Longmont Landfill,LLC. 36-4551803 Limited Liability Company Aciva
M.S.T.S.Limited Partnership 36-3790528 Limited Partnership Active
M.S.T.S.,Inc. 36-3542321 Corporation Active
Mahoning Landfill,Inc. 34-1047662 Corporation Acltive
i
Marangi Bros.,Inc. 22-1406583 Corporation Adtive
Mass Gravel Inc. 04-3117495 Corporation Active
Mc Ginnes Industrial Maintenance Corporation 74-1532790 Corporation Ae
McDaniel Landfill,Inc. 45-0399545 Corporation Active
McGill Landfill,Inc. 38-3076718 Corporation A Ictive
Meadowfill Landfill,Inc. 31-1509701 Corporation Active
Michigan Environs,Inc. 38-2434760 Corporation Accive
Midwest One Land Corporation 20-0606093 Corporation Active
Minneapolis Refuse,Incorporated 41-0972178 Corporation Acltive
Modem-Mallard Energy,LLC 57-1161216 Limited Liability Company Active
Modesto Garbage Co.,Inc. 94-1643145 Corporation Active
Moor Refuse,Inc. 33-0622768 Corporation Active
Mountain Indemnity Insurance Company 03-0328445 Corporation A Ihive
Mountain Indemnity International Limited NA-0000053 Corporation Active
Mountainview Landfill,Inc.(MD) 25-1538716 • Corporation Active
Mountainview Landfill,Inc.(UT) 76-0548746 Corporation Active
Nassau Landfill,L.L.C. 37-1487482 Limited Liability Company A�Itive
National Guaranty Insurance Company of Vermont 36-3643755 Corporation Active
New England CR L.L.C. 04-3735642 Limited Liability Company Active
New Milford Landfill,L.L.C. 76-0641312 Limited Liability Company Active
1
New Orleans Landfill,L.L.C. 38-3699690 Limited Liability Company Active
NNW Energy Recovery Corporation 0Z-0390004 Corporation Active
North America One Land Company,L.L.C. 20-0570245 Limited Liability Company Active
11/14/2005 1:08:57 PM Page
•
•
• Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
Northern Oaks Recycling&Disposal Facility Trust 59-7001675 Trust Actiire
Northwestern Landfill,Inc. 52-2023458 Corporation Actilre
Nu-Way Live Oak Reclamation,Inc. 6B-0236308 Corporation Actillre
Oakridge Landfill,Inc. 25-1547187 Corporation Actilre
Oakwood Landfill,Inc. 57-0974474 Corporation Active
Okeechobee Landfill,Inc. 25-1628636 Corporation Active
Orange County Landfill,Inc. 25-1683729 Corporation Active
Outside Third Party(1) NA-0000059 Corporation Active
I
Outside Third Party(2) NA-00D0143 Corporation Active
Outside Third Party(3) NA-0000144 Corporation Active
Outside Third Party(4) NA-0000145 Corporation Active
Ozark Ridge Landfill,Inc. 71-0692520 Corporation Active
P&R Environmental Industries,L.L.C. 04-3735653 Limited Liability Company Active
Pacific Waste Management L.L.C. 98-0227312 Limited Liability Company Active
Palmetto Seed Capital Fund 57-0B89130 Trust Active
Palo Alto Sanitation Company 94-107586B Corporation Active
Paper Recycling International,L.P. 36-3735699 Limited Partnership Active
Pappy,Inc. 52-1561430 Corporation Active
Peitz H.C.,LLC UK-0000100 Limited Liability Company Active
Pen-Rob.Inc. 86-0504613 Corporation Active
Pennwood Crossing,Inc. 22-2260307 Corporation Active
Penuelas Valley Landfill.Inc. 66-0560251 Corporation Active
People's Landfill,Inc. 38-3406998 Corporation Active
Peterson Demolition,Inc. 41-1625867 Corporation Active
Phoenix Resources,Inc. 23-2483102 Corporation Active
Pine Grove Gas Development LLC 51-0372609 Limited Liability Company Active
Pine Grove Landfill,Inc.(DE) 31-1509609 Corporation Active
Pine Grove Landfill,Inc.(PA) 23-2388139 Corporation Active
Pine Ridge Landfill,Inc. 76-0680343 Corporation Active
Pine Tree Acres.Inc. 38-2544258 Corporation Active
Plantation Oaks Landfill,Inc. 76-0638592 Corporation Active
PPP Corporation 23-2146479 Corporation Active
Prairie Bluff Landfill,Inc. 76-0638590 Corporation Active
ProCentury Corporation UK-0000026 Corporation Active
Pulaski Grading,L.L.C. 76-0638043 Limited Liability Company Active
Pullman-Hoffman,Inc. 34-0824706 Corporation Active
Quail Hollow Landfill,Inc. 62-1727567 Corporation Active
Questquill Limited 98-0221631 Corporation Active
11/14/2005 1:08:57 PM Page I
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
R&B Landfill,Inc. 25-1754371 Corporation Active
RAA Colorado,LLC. 20-2567942 Limited Liability Company Active
RAA Trucking,LLC 39-2040512 Limited Liability Company Active
Rail Cycle North Ltd. NA-0000064 Corporation Active
RCI Hudson,Inc. 04-3044820 Corporation Active
RE-CY-CO,Inc. 41-0992714 Corporation A Ike
RECO Ventures,L.P. 76-0503271 Limited Partnership Active
Recycle America Co.,L.L.C. 04-3735636 Limited Liability Company Active
Recycle America Holdings,Inc. 72-1541913 Corporation A II ve
Redwood Landfill,Inc. 94-1443150 Corporation Active
Refuse Services,Inc. 59-1098B50 Corporation Active
Refuse,Inc. 13B-0094235 Corporation Active
REI Holdings Inc. 36-4124520 Corporation A hive
Reliable Landfill,L.L.C. 73-1654400 Limited Liability Company Active
Remote Landfill Services,Inc. 62-1421307 Corporation Acltive
Reno Disposal Co. 8B-0087833 Corporation Active
I
Resco Holdings LLC. 20-0564193 Limited Liability Company Active
Resource Control Composting,Inc. 04-3044B33 Corporation Active
Resource Control, Inc. 04-2655361 Corporation Acts ive
Reuter Recycling of Florida,Inc. 59-2376090 Corporation Active
Richland County Landfill,Inc. 58-1708996 Corporation Active
I
Ridge Generating Station Limited Partnership 59-3048697 Limited Partnership Active
Riegel Ridge,LLC 56-2124210 Limited Liability Company Active
Riverbend Landfill Co. 93-0724856 Corporation Active
Rolling Meadows Landfill, Inc. 76-0325383 Corporation Active
RRT Design&Construction Corp. 16-1353118 Corporation Active
RRT Empire of Monroe County,Inc. 16-1409567 Corporation Active
RTS Landfill,Inc. 58-1924102 Corporation Active
Rust Engineering&Construction Inc. 63-1081016 Corporation A ive
Rust Engineering(Thailand)Ltd NA-0000162 Corporation Active
Rust International Inc. 63-1081055 Corporation Active
S&J Landfill Limited Partnership 76-0404561 Limited Partnership Active
S&S Grading,Inc. 58-1858013 Corporation Activel
S.V.Farming Corp. 22-2976860 Corporation Active
Sanifill de Mexico(US), Inc. 76-0419331 Corporation Active
Sanifill de Mexico,S.A.de C.V. NA-0000070 Corporation Active
Sanifill of San Juan,Inc. 66-0523525 Corporation Active
Sanifill Power Corporation 76-0496422 Corporation Active
11/14/2005 1:08:57 PM I Page 1
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
SC Holdings,Inc. 36-289B300 Corporation Active
Serubam Servicos Urbanos E Ambientais Lida NA-0000077 Corporation Active
SES Bridgeport LLC. 36-405729B Limited Liability Company Active
SES Connecticut Inc. 02-0390443 Corporation Active
Shade Landfill,Inc. 23-2866198 Corporation Active
Sierra Estrella Landfill,Inc. B6-0717293 Corporation Active
Smyrna Landfill,Inc. 25-1562752 Corporation Active
Southern Alleghenies Landfill,Inc. 25-1249160 Corporation Active
Southern One Land Corporation 72-15344E11 Corporation A e
Southern Plains Landfill,Inc. 73-1384E328 Corporation Active
Southern Waste Services,L.L.C. 61-1342585 Limited Liability Company Active
Spruce Ridge,Inc. 41-1591957 Corporation Active
Stony Hollow Landfill,Inc. 76-0638597 Corporation Alive
Storey County Sanitation, Inc. BB-0264671 Corporation A tive
I
Suburban Landfill,Inc. 76-0638596 Corporation Active
Texarkana Landfill,LL.C. 30-0239245 Limited Liability Company Active
A
The Peitz Group of Ohio LLC 39-1977904 Limited Liability Company Ictive
The Peitz Group,LLC 05-0545181 Limited Liability Company Active
The Waste Management Charitable Foundation 04-3073733 Not For Profit Corporation Active
The Woodlands of Van Buren,Inc. 36-3791221 Corporation Active
TNT Sands,Inc. 57-0937314 Corporation Active
I
Trail Ridge Landfill,Inc. 36-3667296 Corporation Active
Trans-Canadian Fibers Inc. NA-0000172 Corporation Active
Transamerican Waste Central Landfill,Inc. 76-0463386 Corporation Active
Transamerican Waste Industries Southeast,Inc. 76-0438549 Corporation Active
Trash Hunters,Inc. 64-0852590 Corporation Active
Tri-City Recycling&Disposal Facility Trust 59-6977579 Trust Active
i
Tri-County Sanitary Landfill,L.L.C. 20-0937658 Limited Liability Company Active
TX Newco,L.L.C. 61-1468715 Limited Liability Company Active
United Waste Systems Leasing,Inc. 38-3324143 Corporation Active
United Waste Systems of Gardner,Inc. 04-3320949 Corporation Active
USA South Hills Landfill,Inc. 25-1139448 Corporation Active
USA Valley Facility,Inc. 23-2886199 Corporation Active
USA Waste Geneva Landfill,Inc. 34-1802751 Corporation Active
USA Waste Industrial Services,Inc. 76-0555049 Corporation Active
USA Waste Landfill Operations and Transfer,Inc. 76-0435557 Corporation Active
I
USA Waste of California,Inc. 68-0306154 Corporation Active
USA Waste of New York City,Inc 11-3301809 Corporation Active
11/14/2005 1:08:57 PM Page E
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
USA Waste of Pennsylvania,LLC 74-2921886 Limited Liability Company Actibe
I
USA Waste of Texas Landfills,Inc. 76-032254E Corporation ActiI e
USA Waste of Virginia Landfills,Inc. 5B-1932248 Corporation Actiive
USA Waste San Antonio Landfill,Inc. 91-2155334 Corporation Active
USA Waste Services North Carolina Landfills,Inc. 56-1982455 Corporation Active
USA Waste Services of Nevada,Inc. 76-0656629 Corporation Active
1
USA Waste Services of NYC,Inc. 11-330180B Corporation Active
I
USA Waste-Management Resources,LLC 13-3653086 Limited Liability Company Active
USA-Crinc,L.L.C. 04-3735654 Limited Liability Company Active
UWS Barre,Inc. 04-3320948 Corporation Active
I
Valley Garbage and Rubbish Company,Inc. 95-2090787 Corporation Active
Venice Park Development Co.,Inc.Recycling&Disposal Facility Ti 38-6599129 Trust Active
Vem's Refuse Service,Inc. 45-0435644 Corporation Active
VFB,LLC 22-3842831 Limited Liability Company Active
VHG,Inc. UK-0000023 Corporation Active
I
Vickery Environmental,Inc. 31-1153176 Corporation Active
I
Voyageur Disposal Processing,Inc. 41-1734827 Corporation Active
i
Warner Company 51-0281233 Corporation Active
Warner Hill Development Company 34-1043478 Corporation Active
Waste Away Group,Inc. 63-0898842 Corporation Active
Waste Management Arizona Landfills,Inc. 86-0683003 Corporation Active
Waste Management Buckeye,L.LC. 26-0076609 Limited Liability Company Active
Waste Management Canadian Finance LP 75-2979395 Limited Partnership Active
Waste Management Collection and Recycling,Inc. 95-2621587 Corporation Active
Waste Management Disposal Services of Colorado,Inc. 84-1004487 Corporation Active
Waste Management Disposal Services of Maine,Inc. 01-0392868 Corporation Active
Waste Management Disposal Services of Maryland,Inc. 36-2898301 Corporation Active
Waste Management Disposal Services of Massachusetts,Inc. 04-2320990 Corporation Active
Waste Management Disposal Services of Oregon,Inc. 36-3548405 Corporation Active 1
Waste Management Disposal Services of Pennsylvania.Inc. 23-165531 B Corporation Active
I
Waste Management Disposal Services of Virginia,Inc. 36-3791008 Corporation Active
Waste Management Environmental Services B.V. 98-0356001 Limited Liability Company Active
Waste Management Financing Corporation 36-4200855 Corporation Active
i
Waste Management Holdings,Inc. 36-2660763 Corporation Active
Waste Management Inc.of Florida 59-1094518 Corporation Active
I
Waste Management lndycoke,L.L.C. 81-0640497 Limited Liability Company Active
I
Waste Management International B.V. NA-0000096 Limited Liability Company Active
Waste Management International plc NA-0000097 Limited Partnership Active
11/14/2005 1:08:57 PM Page 9
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. EntityType YP Status
Waste Management International Services Limited 98-0336025
Corporation Active
Waste Management International,Inc. 36-3255004
Corporation Active
Waste Management International,Ltd. NA-0000099
Limited Liability Company Active
Waste Management Municipal Services of California,Inc. 77-0151385
Corporation ACtive
Waste Management National Services, Inc. 76-06861361
Corporation Active
Waste Management New England Environmental Transport,Inc. 04-3509618
Corporation Active
Waste Management of Alameda County,Inc. 94-0727420
Corporation Active
Waste Management of Alaska,Inc. 91-1879241
Corporation Active
Waste Management of Arizona,Inc. 86-0198265
Corporation _ Active
Waste Management of Arkansas,Inc. 04-2814811
Corporation Active
Waste Management of California,Inc. 95-1735737 .
Corporation Active
Waste Management of Canada Corporation NA-0000021
Corporation Aug ive
Waste Management of Carolinas,Inc. 56-0731307 I
Corporation Active
Waste Management of Colorado,Inc. 84-0523684 di
Corporation A ve
Waste Management of Connecticut,Inc. 06-1485581 Active
Corporation A ve
Waste Management of Delaware,Inc. 51-0094505
Corporation Active
Waste Management of Five Oaks Recycling and Disposal Facility,I 37-1035820 Active
A ve
Waste Management of Georgia, Inc. 36-3319564
Corporation A ive
Waste Management of Hawaii,Inc. 76-0638599
Corporation Acive
Waste Management of Idaho,Inc. B2-0364976 Corporation Active
Waste Management of Illinois Holdings,L.L.C. 61-1466503
Limited Liability Company Active
Waste Management of Illinois,Inc. 36-2660859 Corporation Active
Waste Management of Indiana Holdings One,Inc. 36-4039079 Corporation Active
Waste Management of Indiana Holdings Two,Inc. 36-4059574 Corporation Active
Waste Management of Indiana,LL.C. 36-4071447 Limited Liability Company Active
Waste Management of Iowa,Inc. 42-0824220 Corporation Active
Waste Management of Kansas, Inc.
48-0634806 Corporation Active
Waste Management of Kentucky Holdings,Inc. 36-4059575 Corporation Active
Waste Management of Kentucky L.L.C. 36-4035849 Limited Liability Company Active
Waste Management of Leon County,Inc. 36-3319565 Corporation ActiLe
Waste Management of Louisiana Holdings One,Inc. j
g 36-4142119 Corporation Active
Waste Management of Louisiana,L.LC. 36-4119910 Limited Liability Company ActFl,e
Waste Management of Maine, Inc. 01-0267739 Corporation Active
Waste Management of Maryland,Inc. 1
52-0250430 Corporation Active
Waste Management of Massachusetts,Inc. 04-2535063 Corporation Active
Waste Management of Metro Atlanta, Inc. 58-1937966 Corporation Acth.Ie
Waste Management of Michigan,Inc. 38-1214766 Corporation Active
Waste Management of Minnesota,Inc. 36-2698820 Corporation Active
11/14/2005 1:08:57 PM
Page 10
6
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
Waste Management of Mississippi, Inc. 36-3005295 Corporation Active
Waste Management of Missouri,Inc. 43-0992367 Corporation Active
Waste Management of Montana,Inc. 36-3564773 Corporation Active
Waste Management of Nebraska,Inc. 36-3469702 Corporation Active
Waste Management of Nevada,Inc. 88-0394159 Corporation Active
Waste Management of New Hampshire,Inc. 04-2482447 Corporation Active
Waste Management of New Jersey,Inc. 36-3700143 Corporation Active
Waste Management of New Mexico,Inc. 85-0229020 Corporation Active
Waste Management of New York,LL.C. 36-4206797 Limited Liability Company Active
Waste Management of North Dakota,Inc. 36-3798294 Corporation Active
Waste Management of Ohio,Inc. 25-1673264 Corporation Active
Waste Management of Oklahoma, Inc. 73-0685975 Corporation Active
Waste Management of Oregon,Inc. 93-0612655 Corporation Active
Waste Management of Pennsylvania Gas Recovery,L.L.C. 20-2926331 Limited Liability Company Active
Waste Management of Pennsylvania,Inc. 25-1232336 Corporation Active
Waste Management of Plainfield,L.L.C. 76-0722971 Limited Liability Company Active
Waste Management of Rhode Island,Inc. 36-3668109 Corporation Active
Waste Management of South Carolina,Inc. 36-2935124 Corporation Active•
Waste Management of South Dakota,Inc. 46-0348394 Corporation Active
Waste Management of Texas Holdings,Inc. 43-1976001 Corporation Active
Waste Management of Texas,Inc. 75-1223528 Corporation Active
Waste Management of Texas,LP. 20-0552458 Limited Partnership Active
Waste Management of Tunica Landfill,Inc. 64-0869334 Corporation Active
Waste Management of Utah,Inc. • 87-0302156 Corporation Active
Waste Management of Virginia,Inc. 25-1578667 Corporation Active
Waste Management of Washington,Inc. 36-3B46342 Corporation Active
Waste Management of West Virginia,Inc. 36-3553198 Corporation Active
Waste Management of Wisconsin, Inc. 39-0967466 Corporation Active
Waste Management of Wyoming,Inc. 36-3828554 Corporation Active
Waste Management Paper Stock Company,Inc. 36-3726719 Corporation Active
Waste Management Partners,Inc. 36-3220911 Corporation Active
Waste Management Plastic Products, Inc. 36-3761543 Corporation Active
Waste Management Quebec Holdings,Inc. 76-0695141 Corporation Active
Waste Management Recycling and Disposal Services of California, 95-2370376 Corporation Active
Waste Management Recycling of New Jersey, L.L.C. 04-3735640 Limited Liability Company Active
Waste Management Security,L.L.C. 43-1970495 Limited Liability Company Active
Waste Management Service Center,Inc. 76-0659309 Corporation Active
Waste Management Services AG NA-0000101 Corporation Active
11/14/2005 1:08:57 PM Page 11
. , •a
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. Entity Type Status
Waste Management South America B.V. NA-0000102 Limited Liability Company Active
Waste Management Technology Center,Inc. 36-3519386 Corporation Active
Waste Management Thailand B.V. 9B-0204718 Limited Liability Company Active
Waste Management,Inc. 73-1309529 Corporation Active
Waste Management,Inc.of Tennessee 36-2935128 Corporation Active
Waste Resources of Tennessee,Inc. 54-0638353 Corporation Active
Waste Services of Kentucky,LLC. 94-3429202 Limited Liability Company Active
Waste to Energy Holdings,Inc. 76-0652923 Corporation Active
Waste to Energy I,LLC 02-0519035 Limited Liability Company Active
Waste to Energy II,LLC 02-0519036 Limited Liability Company Active
Wastech Inc. 93-0936732 Corporation Active
WESI Baltimore Inc. 02-0357495 Corporation Active
WESI Capital Inc. 36-3661933 Corporation Active
WESI Peekskill Inc. 02-0363274 Corporation Active
WESI Westchester Inc. 02-0360305 Corporation Active
Westchester Resco Associates,L.P. 02-0367753 Limited Partnership Active
Westem One Land Corporation 76-0686224 Corporation Active
Western Waste Industries 95-1946054 Corporation Active
Western Waste of Texas,LLC. 30-0239250 Limited Liability Company Active
Westside Recycling&Disposal Facility Trust 59-6977578 Trust Active
Westside Recycling&Disposal Facility Trust(Type III Site) UK-0000024 Trust Active
Wheelabrator Baltimore L.L.C. 36-4057301 Limited Liability Company Active
Wheelabrator Baltimore,L.P. 36-4057307 Limited Partnership Active
Wheelabrator Bridgeport,LP. 36-4057309 Limited Partnership Active
Wheelabrator Cedar Creek Inc. 02-0443870 Corporation Active
Wheelabrator Claremont Company,L.P. 02-0390003 Limited Partnership Active
Wheelabrator Concord Company, L.P. 02-0394017 Limited Partnership Active
Wheelabrator Concord Inc. 02-0393450 Corporation Active
Wheelabrator Connecticut Inc. 36-3908786 Corporation Active
Wheelabrator Culm Services Inc. 02-0442574 Corporation Active
Wheelabrator Environmental Systems Inc. 02-0412779 Corporation Active
Wheelabrator Falls Inc. 04-3024782 Corporation Active
Wheelabrator Frackville Energy Company Inc. 02-0393452 Corporation Active
Wheelabrator Frackville Properties Inc. 04-3100742 Corporation Active
Wheelabrator Fuel Services Inc. 02-0442576 Corporation Active
Wheelabrator Gloucester Company, L.P. 02-0396724 Limited Partnership Active
Wheelabrator Gloucester Inc. 02-0391601 Corporation Active
Wheelabrator Guam Inc. 36-3926262 Corporation Active
11/14/2005 1:08:57 PM Page 12
Affiliate Entity Report.
Active Legal Entities
Name Federal ID No. Entity Type Status
Wheelabrator Hudson Energy Company Inc. 04-3048379 Corporation Active
Wheelabrator Hudson Falls LLC. 72-1541910 Limited Liability Company Active
Wheelabrator Land Resources Inc. 04-3036313 Corporation Active
Wheelabrator Lassen Inc. 36-3926261 Corporation Active
Wheelabrator Lisbon Inc. 61-1167063 Corporation Active
Wheelabrator Martell Inc. 36-405155B Corporation Active
Wheelabrator McKay Bay Inc. 36-3240315 Corporation Active
Wheelabrator Millbury Inc. 02-04127B8 Corporation Active
Wheelabrator New Hampshire Inc. 02-0390002 Corporation Active
Wheelabrator New Jersey Inc. 02-039159B Corporation Active
Wheelabrator NHC Inc. 02-0393448 Corporation Active
Wheelabrator North Andover Inc. 36-3062971 Corporation Active
Wheelabrator North Broward Inc. 04-3030218 Corporation Active
Wheelabrator North Shore Inc. 02-0416066 Corporation Active
Wheelabrator Norwalk Energy Company Inc. 02-0395269 Corporation Active
Wheelabrator Penacook Inc. 02-0393449 Corporation Active
Wheelabrator Pinellas Inc. 36-3110153 Corporation Active
Wheelabrator Polk Inc. 36-3820155 Corporation Active
Wheelabrator Putnam Inc. 36-39013789 Corporation Active
Wheelabrator Ridge Energy Inc. 36-3820153 Corporation Active
Wheelabrator Saugus Inc. 13-2740971 Corporation Active
Wheelabrator Saugus,J.V. 04-2530905 Joint Venture Active
Wheelabrator Shasta Energy Company Inc. 02-0395274 Corporation Active
Wheelabrator Sherman Energy Company,G.P. 02-0390349 General Partnership Active
Wheelabrator Sherman Station LLC. 76-0743287 Limited Liability Company Active
Wheelabrator Sherman Station One Inc. 02-0390312 Corporation Active
Wheelabrator South Broward Inc. 02-0410154 Corporation Active
Wheelabrator Spokane Inc. 02-0416522 Corporation Active
Wheelabrator Technologies Inc. 22-2678047 Corporation Active
Wheelabrator Technologies International Inc. 36-3965264 Corporation Active
Wheelabrator Westchester,L.P. 02-0367751 Limited Partnership Active
White Lake Landfill,Inc. 38-18891393 Corporation Active
Williams Landfill,L.L.C. 61-1342579 Limited Liability Company Active
Willow Oak Landfill,LLC 20-1457518 Limited Liability Company Active
WM Arizona Operations, L.L.C. 32-0112690 Limited Liability Company Active
WM Energy Solutions,Inc. 76-0695139 Corporation Active
WM Healthcare Solutions,Inc. 20-3483524 Corporation Active
WM Hurricane Katrina Employee Support Fund,Inc. 11-375B170 Not For Profit Corporation Active
11/14/2005 1:08:57 PM Page 13
4 .
Affiliate Entity Report
Active Legal Entities
Name Federal ID No. EntityType YP Status
WM Illinois Renewable Energy,L.LC. 45-0512000
Limited Liability Company Active
WM International Holdings,Inc. 76-0607203
Corporation Active
WM International Services(UK)Limited NA-0000096
Corporation Active
WM Landfills of Georgia,Inc. 76-0638601
Corporation Active
WM Landfills of Ohio,Inc. 31-1509696
Corporation Active
WM Landfills of Tennessee, Inc. 62-1462526
Corporation Active
WM Los Angeles RFP,LLC
Limited Liability Company Active
WM Partnership Holdings,Inc. 36-3974344
Corporation Active
WM Recycle America,LLC. 72-1541911 Limited Liability Company Active
WM Renewable Energy,L.L.C. 45-6511978 Limited Liability Company Active
WM Resources,Inc. 25-1536159 Corporation Active
WM Security Services,Inc. 20-3714754
Corporation Active
WM Services SA NA-0000108 Corporation Active
WM Tontitown Landfill,LLC 72-1541909 Limited Liability Company Active
WMI Medical Services of Indiana,Inc. 35-1724992
Corporation Active
WMI Mexico Holdings,Inc. 36-3912290 Corporation Active
WMNA Container Recycling,L.L.C. 04-3735649 Limited Liability Company Active
WMSALSA,Inc. 20-2580150 Not For Profit Corporation Active
WMST Illinois, L.L.C. 94-3423874 Limited Liability Company Active
Woodland Meadows Recycling&Disposal Facility Trust UK-0000025 Trust
Active
WTI Air Pollution Control Inc. 36-4110833 Corporation Active
WTI Financial L.L.C. 20-0584237 Limited Liability Company Active
WTI International Holdings Inc. 36-3908839 Corporation Active
WTI Rust Holdings Inc. 02-0351425 Corporation Active
11/14/2005 1:08:57 PM•
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