HomeMy WebLinkAboutResolution - 2006-R0452 - Resolution Directing To Apply For Emergency Disaster Relief Funds - 09_28_2006Resolution No. 2006-RO452
September 28, 2006
Item No. 5.5
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the staff of the City of Lubbock BE and is hereby authorized and directed
to apply for Emergency Disaster Relief Funds for Hurricanes Rita and Katrina through a
Social Services Block Grant resulting from an agreement between the Health and Human
Services Commission and the South Plains Association of Governments.
Passed by the City Council this 28th day of September '2006.
op,
DAVID A. LER, MAYOR
ATTEST:
Rebecca Garza, City Secretary
AS
Revin Overstreet,
Emergency Management Coordinator
APPROVED AS TO FORM:
c*
Linda L. Chamales, Senior Attorney
Office Practice Section
Lc: UATiY/Linda/RESOLUTIONS/RES-SSBG applic
September 20, 2006
Resolution No. 2006-RO452
September 28, 2006
Item No. 5.5
Agreement between the
Texas Health and Human Services Commission
and
South Plains Association of Governments
for
Administration of Social Services Block Grant For Emergency Disaster Relief Funds For
Hurricane Katrina
ARTICLE 1. INTRODUCTION.
ARTICLE 2. BACKGROUND, INDUCENIENTS AND OBJECTIVES.
1
Section 2.01 Background— Social Services Block Grant for Emergency Disaster Relief Funds for
Hurricanes Rita and Katrina.
1
Section 2.02 Summary of procurement activities.
2
(a) Federal Disaster Relief Funding for Hurricanes Rita and Katrina
2
(b) State of Texas Social Services Emergency Disaster Relief Allocation.
2
Section 2.03 CONTRACTOR's Experience and Qualifications.
2
Section 2.04 Mission Objectives.
2
(a) CONTRACTOR's Acknowledgement.
2
(b) CONTRACTOR's Understanding of HHSC's Mission Objectives.
2
(c) CONTRACTOR's Understanding of the Sub -Grantee Rules.
3
Section 2.05 CONTRACTOR's Inducements.
3
(a) CONTRACTOR'S True, Accurate, and Complete Representations.
3
(b) HHSC's Continuing Reliance on CONTRACTOR'S Assurances.
3
(c) CONTRACTOR'S Full Commitment to Award Grants as Described in Proposal.
3
Section 2.06 Agreement Elements.
3
(a) Agreement Documentation.
3
(b) Order of Documents
4
Section 2.07 Term of the Agreement.
4
(a) Initial Tenn.
4
(b) Extension of Term.
4
Section 2.08 Contract Managers.
5
Section 2.09 Legal Notice Contacts.
5
Section 2.10 Notices.
5
(a) Delivery.
5
(b) Sufficiency of Notice.
6
(c) Change of Designee.
6
Section 2.11 Laws and Regulations Governing the Administration of the Agreement.
6
Section 2.12 Laws and Regulations Governing the Procurement of the Services.
7
Section 2.13 Conflicts of interest.
7
(a) Representation.
7
(b) General Duty Regarding Conflicts of Interest.
7
(c) Specific Duty for CONTRACTOR to Abide by the Uniform Terms and Conditions.
7
Section 2.14 Prior Approval of Media.
7
Section 2.15 Open Records Requests
7
ARTICLE 3. SCOPE OF WORK— SERVICES AND DELIVERABLES. 8
Section 3.01 Definitions. 8
(a) Services. 8
(b) Deliverables. 8
Section 3.02 Scope of the Services and Deliverables . 8
Section 3.03 Financial Plan and Quarterly Progress Updates 8
Section 3.04 Performance Measurement and Monitoring. 10
Section 3.05 Additional State of Texas or Texas Government Customers. 10
(a) CONTRACTOR May Offer or Propose Services. 10
(b) HHSC's Prior Consent. 10
Page i
(c) CONTRACTOR's Duty to Bear All Additional Costs. 10
ARTICLE 4. TERMS AND CONDITIONS OF PAYMENT.
10
Section 4.01 Total Cost.
10
Section 4.02 General Payment Terms.
10
Section 4.03 Vendor Payment Procedures.
10
Section 4.04 Time and Manner of Payment.
t 1
(a) Texas Prompt Payment Act.
l l
(b) Payments made to Sub -grantees by CONTRACTOR (COG).
I l
(c) Payment Dispute
11
(d) Projected Excess Funds as of December 31, 2006
11
(e) Excess Funds and Unused interest Income Earned On Payments for Expenditures as of September
30, 2007
11
Section 4.05 Failure, Termination Or Suspension of HHSC Funding.
12
Section 4.06 Audit Requirements
12
ARTICLE 5. PERFORMANCE & TAILORED REMEDIES. 13
Section 5.01 Elements of Performance: Standards, Reviews, and Remedies. 13
ARTICLE6. AMENDMENTS, MODIFICATIONS, AND CHANGE ORDERS. 13
ARTICLE 7. SPECIAL TERMS AND CONDITIONS. 13
Section 7.01 Modifications and Exclusions. 13
ARTICLE S. AUTHORITY TO EXECUTE. 13
EXHIBITS
Exhibit A: HHSC/ACF Social Services Block Grant -Terms and Conditions -Fiscal Year 2006
Exhibit B: HHSC Uniform Contract Terms and Conditions, Version 1.3
Exhibit C: Social Services Block Grant Uniform Definition of Eligible Services
Exhibit D: Social Services Block Grant - Allocation of Hurricane Relief Funds Background
Information (Additional Eligible Services Intended for use by the SSBG Funding)
Exhibit E: CONTRACTOR'S Final Plan for use of Grant Funds (Due on or before 120 days
from contract execution date)
Exhibit F: CONTRACTOR'S Proposed Plan for use of Grant Funds (Due on or before 60 days
from contract execution date)
Exhibit G: CONTRACTOR'S Quarterly Sub -grantee Progress Updates
Exhibit H: CONTRACTOR'S Certifications and Other Required Forms
Exhibit H1: CONTRACTOR'S Child Support Certification
Exhibit 112: CONTRACTOR'S Certification Regarding Debarment, Suspension, Ineligibility
And Voluntary Exclusion For Covered Contracts
Exhibit H3: CONTRACTOR'S Certification Regarding Federal Lobbying
ATTACHMENTS
Attachment 1: CONTRACTOR's Invoicing Form (Purchase Voucher)
Attachment 2: CONTRACTOR's Financial Status Report Form (Attachment to Purchase Voucher)
Page ii
STATE OF TEXAS
COUNTY OF TRAVIS
AGREEMENT BETWEEN THE
HEALTH AND HUMAN SERVICES COMMISSION
Resolution No. 2006-R0452
September 28, 2006
Item No. 5.5
AND
South Plains Association of Governments (COG)
For
Administration of Social Services Block Grant For Emergency Disaster Relief Funds For
Hurricane Katrina
ARTICLE 1. INTRODUCTION.
This Agreement is between the Health and Human Services Commission ("HHSC"), an administrative
agency within the executive department of the State of Texas, having its principal office at 4900 North
Lamar Boulevard, Austin, Texas, 78751, and South Plains Association of Governments (COG)
("CONTRACTOR" or "SUB -GRANTEE"), having a principal place of business at 1323 58th Street,
Lubbock, Texas 79412. HHSC and CONTRACTOR may be referred to in this Agreement individually as
"Party" and collectively as the "Parties."
The Parties agree that the following terms and conditions will apply to the services and deliverables to
be provided by CONTRACTOR under this Agreement in consideration of certain payments to be made by
HHSC.
ARTICLE 2. BACKGROUND, INDUCEMENTS AND OBJECTIVES.
Section 2.01 Background— Social Services Block Grant for Emergency Disaster Relief Funds for
Hurricanes Rita and Katrina.
Public Law 109-148 (effective December 30, 2005, also known as the Department of Defense
Appropriations Act, 2006, provided approximately $550 million in Social Services Block Grants (SSBG) to
support hurricane recovery in affected states. Texas was allocated $871951,690 of the $550 million SSBG
funding. The purpose of the funding is to provide a wide array of human services, including the provision
of health care and of rebuilding needs. These SSBG funds may be spent directly on repairs, renovation and
construction. The costs of repairs, renovation and construction do not need to be capitalized and
depreciated. SSBG funds may be used for the costs of care provided to individuals affected by Hurricane
Katrina by community health centers, rural hospitals and clinics, community mental health centers, and
public hospitals. Congress also authorized that these SSGB funds could also be used for all current
allowable services under the regular social services block grants. Exhibit C, entitled Social Services Block
Grant Uniform Definition of Eligible Services provides a listing of allowable services under the regular
social service block grant program. Exhibit D, entitled Social Services Block Grant — Allocation of
Hurricane Relief Funds Background Information provides a listing of additional eligible services intended
for use by the SSBG funding included in this Agreement. The COG's eligible expenses are limited to the
eligible services included in Exhibit C and Exhibit D and the provisions found in federal regulations, OMB-
87 and OMB-133, as applicable. HHSC, "the Grantee" will provide $36,334,034 to fifteen sub -grantees
who are Regional Councils of Governments (COGS) for the provision of any of the allowable services
specified in this Agreement for individuals affected by Hurricane Katrina.
In accordance with Public Law 103-333, the "Department of Labor, Health, and Humans Services, and
Education, and Related Agencies Appropriations Act of 1995, the following provisions are applicable to
this grant funding:
Section 507: "Purchase of American -Made Equipment and Products"- It is the sense of the Congress
that, to the greatest extent practicable, all equipment and products purchased with funds made available
in this act should be American -made.
Page 1
Section 508: "When issuing statements, press releases, requests for proposals, bid solicitations and
other documents describing projects or programs funded in whole or in part with Federal money, all
grantees and sub -grantees receiving Federal funds, including but not limited to State and local
governments and recipients of Federal research grants, shall clearly state (I) the percentage of the total
costs of the program or project which will be financed with Federal money, (2) the dollar amount of
Federal funds for the project or program, and (3) percentage and dollar amount of the total costs of the
project or program that will be financed by nongovernmental sources.
The SSBG funds provided to the COG in this Agreement may not be used for activities reimbursable by or
for which funds have been made or will be made available by FEMA, the Army Corps of Engineers or any
other Federal funding source unless valid claims for reimbursement were made by the COG to FEMA, the
Army Corps of Engineers or any other valid Federal funding source and FEMA, the Army Corps of
Engineers or any other valid Federal funding source did not reimburse the claim(s).
Section 2.02 Summary of procurement aetivide,%
(a) Federal Disaster Relief Funding for Hurricanes Rita and Katrina
Public Law 109-148 (effective December 30, 2005), also known as the Department of Defense
Appropriations Act, 2006 appropriated $550 million in SSBG funding to support hurricane recovery in
affected states. The State of Texas allocation of $87,951,690 in SSBG was released on February 8, 2006.
(b) State of Texas Social Services Emergency Disaster Relief Allocation.
After reviewing the needs of those affected by Hurricane Katrina, a decision was made to initially
allocate $36,334,034 to disaster area Regional Councils of Government (COGS) for distribution to local
entities. Funds were targeted to those areas most severely impacted by the hurricane.
Section 2.03 CONTRACTOR's Experience and Qualifications.
CONTRACTOR has the skills, qualifications, expertise, resources and experience necessary to provide
the services and deliverables described in Article III of this Agreement (the "Services and Deliverables").
Section 2.04 Bfission Objectives.
(a) CONTRACTOR's Acknowledgement.
CONTRACTOR acknowledges its understanding that HHSC's overall objective in engaging
CONTRACTOR pursuant to this Agreement is to obtain efficiently delivered funding for local entities to
provide for a wide array of human services, including the provision of health care, mental health care and
to restore and resume operations of health care providers and centers through repairs or reconstruction, for
local areas of Texas most severely impacted by Hurricane Katrina.
CONTRACTOR acknowledges that any COG administrative costs to distribute the funds provided in
this Agreement are limited to 5% of the total SSBG funds provided to the COG by HHSC.
(b) CONTRACTOR's Understanding of HHSC's Mission Objectives.
CONTRACTOR acknowledges its understanding of HHSC's desire to achieve the following primary
Mission Objectives:
(1) To develop one or more plan(s) to efficiently deliver funding to local entities by COGS to
provide for a wide array of human services, including the provision of health care, mental health
care and to restore and resume operations of health care providers and centers through repairs or
reconstruction, for local areas of Texas most severely impacted by Hurricane Katrina.
(2) To identify needs due to the Hurricane Katrina disaster and submit that information to HHSC;
(3) To distribute the provided funding for identified disaster needs of local areas quickly and
efficiently;
Page 2
(4) To ensure sub -grantee and provider accountability and consumer satisfaction;
(5) To develop a flexible and responsive relationship with HHSC to achieve these Mission
Objectives; and,
(6) To provide for clearly defined goals supported by detailed task requirements and performance
measures.
(c) CONTRACTOR's Understanding of the Sub -Grantee Rules.
1. Sub -grantees with delinquent audits and other audit issues are ineligible to apply for SSBG funding
under this contract (45 CFR 92.35).
2. Sub -grantees must be in compliance with Part C of Public Law 103-227, the "Pro -Children Act of 1994",
"smoking may not be permitted in any portion of any indoor facility owned or regularly used for the
provision of health, day care, education, or library services to children under the age of 18, if the services
are funded by Federal programs directly or through state or local governments". All sub -grantees must
certify in writing that they are in compliance with these provisions.
(d) CONTRACTOR's Commitment and Understanding.
In entering into this Agreement, CONTRACTOR has had the opportunity to review and understand
HHSC's mission and objectives, and based on such review and understanding, CONTRACTOR represents
and warrants that it has the capacity to perform in accordance with the terms and conditions of this
Agreement.
Section 2.05 CONTRACTOR's Inducements.
(a) CONTRACTOR'S True, Accurate, and Complete Representations.
Based upon the CONTRACTOR'S representations by the timely submission to HHSC of its Final Plan
(Exhibit E) as to how to allocate and spend provided SSBG funding within the COG's service area, these
representations may be regarded as statements upon which HHSC may reasonably rely in connection with
the award of this Agreement, are true, accurate, and complete to the best of CONTRACTOR's knowledge
in all respects.
(b) HHSC's Continuing Reliance on CONTRACTOR'S Assurances.
HHSC is relying, and will continue to rely throughout the Term of this Agreement, upon the
truthfulness, accuracy and completeness of such written assurances, as inducements made by the
CONTRACTOR to HHSC to enter into this Agreement. Moreover, HHSC would not have entered into this
Agreement with the CONTRACTOR but for such assurances.
(c) CONTRACTOR'S Full Commitment to Award Grants as Described in Proposal.
CONTRACTOR acknowledges that HHSC is relying upon such assurances and acknowledges their
materiality and significance. In light of the foregoing, the CONTRACTOR hereby unequivocally represents
to HHSC that the CONTRACTOR has made a full commitment to the performance of the mission objectives
as described in this Agreement.
Section 2.06 Agreement Elements.
(a) Agreement Documentation.
(1) The Agreement between the Parties will consist of this final, executed Agreement, including
the following Exhibits to the Agreement:
(2) Exhibit A, entitled HHSCiACF Social Services Block Grant - Terms and Conditions - Fiscal
Year 2006
Page 3
(3) Exhibit B, entitled HHSC Uniform Contract Terms and Conditions, Version 1.3
(4) Exhibit C, entitled Social Services Block Grant Uniform Definition of Eligible Services
(5) Exhibit D, entitled Social Services Block Grant — Allocation of Hurricane Relief Funds
Background Information (Additional Eligible Services intended for use by the SSBG
Funding)
(6) Exhibit E, entitled CONTRACTOR'S Final Plan for use of Grant Funds (Due on or before 120
days from contract execution)
(7) Exhibit F, entitled CONTRACTOR'S Proposed Plan for use of Grant Funds (Due on or before
60 days from contract execution)
(8) Exhibit G, entitled CONTRACTOR'S Quarterly Sub -grantee Progress Updates
(b) Order of Documents
In the event of any conflict or contradiction between or among the Agreement elements, the documents
will control in the following order of precedence:
(1) This final, executed Agreement;
(2) Exhibit A, HHSC/ACF Social Services Block Grant -Terns and Conditions -Fiscal Year 2006
(3) Exhibit B, HHSC Uniform Contract Terms and Conditions, Version 1.3
(4) Exhibit C, Social Services Block Grant Uniform Definition of Eligible Services
(5) Exhibit D, Social Services Block Grant — Allocation of Hurricane Relief Funds Background
Information (Additional Eligible Services intended for use by the SSBG funding)
(6) Exhibit E, CONTRACTOR'S Final Plan for use of Grant Funds
(7) Exhibit F, CONTRACTOR'S Proposed Plan for use of Grant Funds
(8) Exhibit G, CONTRACTOR'S Quarterly Sub -grantee Progress Updates
Section 2.07 Term of the Agreement
(a) Initial Term.
The term of this Agreement will begin on the Effective Date, as defined by HHSC's Uniform Contract
Terms and Conditions, Version 1.3, and will expire on September 30, 2007. (`The "Expiration Date")
unless terminated sooner or extended pursuant to the terms and conditions of this Agreement.
(b) Extension of Term.
The Parties may extend the Term of the Agreement by mutual written agreement for a maximum
period of one year if additional Federal SSBG funds become available. All reserved Agreement extensions
beyond the Expiration Date set forth herein will be subject to good faith negotiations between the Parties
and mutual agreement to the terms and conditions set forth in the extensions.
Page 4
Section 2.08 Contract Afanagers.
The following Contract Managers will serve as the primary contacts for all administrative issues:
ELENA QUINTANILLA
DIRECTOR OF REGIONAL SERVICES
SOUTH PLAINS ASSOCIATION OF GOVERNMENTS
1323 58TH STREET
LUBBOCK, TEXAS 79412
PHONE: (806) 762-8721
FAX: (806) 765-9544
LARRY FISHER
CONTRACT MANAGER
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
4900 NORTH LAMAR
MC 1425
AUSTIN, TEXAS 78751
PHONE: (512) 424-6879
FAX: (512) 424-6669
Section 2.09 Legal Notice Contacts.
The following personnel will serve as the primary contacts for all legal issues:
TIM C.PIERCE
EXECUTIVE DIRECTOR
SOUTH PLAINS ASSOCIATION OF GOVERNMENTS
1323 58TH STREET
LUBBOCK, TEXAS 79412
PHONE: (806) 762-8721
FAX: (806) 765-9544
ALBERT HAWKINS, EXECUTIVE COMMISSIONER IN CARE OF
GENERAL COUNSEL
HEALTH AND HUMAN SERVICES COMMISSION
4900 NORTH LAMAR BLVD.
AUSTIN, TEXAS 78751
FAX: (512) 424-6586
Section 2.10 Notices.
(a) Delivery.
Any notice or other legal communication required or permitted to be made or given by either Party
pursuant to this Agreement will be in writing and deemed to have been duly given:
(1) Three (3) business days after the date of mailing if sent by registered or certified U.S.
mail, postage prepaid, with return receipt requested;
Page 5
(2) When transmitted if sent by facsimile, provided a confirmation of transmission is
produced by the sending machine; or
(3) When delivered if delivered personally or sent by express courier service.
(b) Sufficiency of Notice.
Any notice under this Agreement will be sufficient if delivered to the following persons or their
successors.
(1) Communications that are routine and administrative in nature should be sent to the
Contract Managers identified in Section 2.08.
(2) Communications that are legal in nature should be sent to the Legal Notice Contacts
identified in Section 2.09
(c) Change of Designee.
Either Party may change the above -referenced designees or address with five (5) days written notice to
the other Party.
Section 2.11 Laws and Regulations Governing the Administration of the Agreement
The Parties will administer the Agreement in accordance with the following rules and regulations:
(1) Texas Government Code, Chapter 531, as amended or modified, and any administrative
rules adopted thereunder;
(2) 45 United States Code, Part 96, as amended or modified, and any administrative rules
adopted thereunder;
(3) 45 C.F.R. Part 16;
(4) 45 C.F.R. Part 30;
(5) 45 C.F.R. Part 76;
(6) 45 C.F.R. Part 80;
(7) 45 C.F.R. Part 81;
(8) 45 C.F.R. Part 84;
(9) 45 C.F.R. Part 86;
(10) 45 C.F.R. Part 87;
(11) 45 C.F.R. Part 91;
(12) 45 C.F.R. Part 92;
(13) 45 C.F.R. Part 92.26;
(14) 45 C.F.R. Part 93;
(15) 45 C.F.R. Part 100;
(16) OMB Circular A-87;
(17) OMB Circular A-133;
(18) 31 CFR 205; and
(19) Any other applicable provisions of state or federal law.
Page 6
Section 2.12 Laws and Regulations Governing the Procurement of the Service&
It is the express intention of the Parties that this Agreement be a procurement of services meeting all
applicable requirements of the following:
(1) Texas Government Code Section 2155.144;
(2) 1 T.A.C. Chapter 391; and
(3) Any other applicable provisions of state or federal law.
Section 2.13 Conflicts of Interest
(a) Representation.
CONTRACTOR agrees to comply with applicable state and federal laws, rules, and regulations
regarding conflicts of interest in the performance of its duties under this Agreement. CONTRACTOR
warrants that it has no interest, and will not acquire any direct or indirect interest, that would conflict in any
manner or degree with its performance under this Agreement.
(b) General Duty Regarding Conflicts of Interest.
CONTRACTOR will 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. CONTRACTOR willoperate with complete independence and objectivity without actual,
potential or apparent conflict of interest with respect to the activities conducted under this Agreement with
the State of Texas.
(c) Specific Duty for CONTRACTOR to Abide by the Uniform Terms and Conditions.
CONTRACTOR will abide by the terms and conditions of the HHSC Uniform Terms and Conditions,
regarding Conflicts of Interest, as made part of Exhibit B of the Agreement.
Section 2.14 Prior Approval of Media.
CONTRACTOR must submit for approval by HHSC all media to be created or acquired with HHSC
funds under the Agreement. CONTRACTOR must submit such media to HHSC for approval prior to its
use or distribution regarding this program. The term "media" includes all written, audio, visual and other
materials used to communicate information concerning SSBG funding for the Hurricane Katrina disaster.
All media must also comply with the provisions of with Public Law 103-333, Section 508, further
explained above in Section 2.01 of this Agreement.
Section 2.15 Open Records Requests
CONTRACTOR must submit to HHSC Open Records Manager contact information for
CONTRACTOR'S open records staff.
CONTRACTOR is responsible for responding to open records requests made to
CONTRACTOR.
HHSC is responsible for open records requests made to HHSC as to information in the
possession of HHSC. HHSC may request that a CONTRACTOR provide information to HHSC
related to an open records request made to HHSC.
Page 7
ARTICLE 3. SCOPE OF WORK— SERVICES AND DELIVERABLES.
Section 3.01 Definitions.
(a) Services.
"Services" means the tasks, functions, and responsibilities to be performed by
CONTRACTOR under this Agreement, including any incidental or ancillary tasks, functions, or
responsibilities not expressly described in this Agreement but that are necessary and appropriate
for the successful performance of the CONTRACTOR's obligations under this Agreement.
(b) Deliverables.
(1) "Deliverables" means a written work product prepared, developed, or procured by
CONTRACTOR as part of the Services under this Agreement for the use or benefit of HHSC or
the State of Texas. The Deliverables to be provided by Contractor are incorporated as part of this
Agreement in Exhibits E — G and Attachments 1 - 2, which shall be deemed to include and
incorporate any Deliverable upon which the Parties subsequently mutually agree or which by their
nature are necessary or appropriate to the successful performance of Contractor's obligations
under this Agreement.
Section 3.02 Scope of the Services and Deliverables.
CONTRACTOR will provide the Services and Deliverables in accordance with:
(1) Exhibit A, HHSC/ACF Social Services Block Grant -Terms and Conditions -Fiscal Year 2006
(2) Exhibit B, HHSC Uniform Contract Terms and Conditions, Version 1.3
(3) Exhibit C, Social Services Block Grant Uniform Definition of Eligible Services
(4) Exhibit D, Social Services Block Grant — Allocation of Hurricane Relief Funds Background
Information (Additional Eligible Services intended for use by the SSBG Funding)
(5) Exhibit E, CONTRACTOR'S Final Plan for use of Grant Funds
(6) Exhibit F, CONTRACTOR'S Proposed Plan for use of Grant Funds
(7) Exhibit G, CONTRACTOR'S Quarterly Sub -grantee Progress Updates
(8) Attachment 1, CONTRACTOR'S Invoicing Form
(9) Attachment 2, CONTRACTOR'S Financial Status Report Form
Section 3.03 Financial Plan and Quarterly Progress Updates
HHSC will pay CONTRACTOR based on completion of required deliverables:
DELIVERABLE 1- CONTRACTOR'S Proposed Plan for use of Grant Funds
COG must submit to HHSC the attached report form (Exhibit F) within 60 days after the
Effective Date of this Agreement. Required information to be submitted:
(a) Proposed plan for how available funding will be allocated in service area;
(b) Anticipated primary purpose of funding;
(c) Proposed amount of award to each sub -grantee;
(d) Projection of number of additional clients to be served;
(e) Amount of COG administrative costs (limited to 5% of proposed funding).
DELIVERABLE 2 - CONTRACTOR'S Final Plan for use of Grant Funds
COG must submit to HHSC the attached report form (Exhibit E) within 120 days after the
Effective Date of this Agreement. Required information to be submitted:
Page 8
('a) Final Plan how available funding was allocated in service area;
(b) Primary purpose of funding that was awarded to each sub -grantee;
(c) Actual amount of award to each sub -grantee;
(d) Projection of number of additional clients served with grant funding;
(e) Amount of COG administrative costs (limited to 5% of proposed funding).
DELIVERABLE 3 - CONTRACTOR'S Ouarterlv Sub -grantee Progress Updates
COG must submit quarterly sub -grantee progress updates to HHSC on the attached report
form (Exhibit G). The sub -grantee progress updates will provide HHSC the status of
completion of sub -grantee projects funded by SSBG funds and the status of any projected
SSBG funding that is anticipated to be unspent as of September 30, 2007. Required
information to be submitted:
(a) How available funding was allocated in service area (by sub -grantee);
(b) .'amount of funding each sub -grantee has actually spent as of report date;
(c) Amount of funding each local agency / governmental entity spent as of the report date;
(d) Amount(s) re -allocated between local agencies / governmental agencies by COG;
(e) Remaining obligated funding scheduled to be spent by COG and local agencies /
governmental agencies;
(f) Projected amount of funding that will be unspent as of September 30, 2007 and that will
be available to HHSC for reallocation to a different COG;
(g) Primary purpose of funding awarded to each sub -grantee;
(h) Number of additional clients projected/ or being served with grant funding.
The required submission dates for the Quarterly Sub -grantee Progress Update form (Exhibit
G) are as follows:
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Execution of Agreement
December 31, 2006
January 31, 2007
January 1, 2007
March 31, 2007
April 30, 2007
April 1, 2007
June 30, 2007
July 31, 2007
July 1, 2007
September 30, 2007
October 31, 2007
Payment Changes.
Changes to the above final financial plan will be submitted in writing and accepted without an
additional change order request as long as the requested change does not exceed $500,000.00.
Page 9
Section 3.04 Performance Measurement and Monitoring.
HHSC will monitor CONTRACTOR's performance of the Services and production of the Deliverables
as referenced in Exhibits E — G and Attachments 1 - 2 to this Agreement, in accordance with, among other
things, the required reports to be submitted by Contractor and sub -grantees.
Section 3.05 Additional State of Texas or Texas Government Customers.
(a) CONTRACTOR May Offer or Propose Services.
CONTRACTOR may propose or offer services similar in scope, kind, and quality to the Services
under this Agreement to other State of Texas administrative agencies and other governmental customers in
the State of Texas.
(b) HHSC's Prior Consent.
Such proposals or offers to other potential Texas government customers may propose to utilize
facilities and products CONTRACTOR developed, acquired or will develop or acquire for the purpose of
performing the Services under this Agreement, provided that such proposals or offers do not include
without HHSC's prior consent, the following:
(1) Confidential Information;
(2) Deliverables; or
(3) Any other property owned or provided by HHSC under this Agreement.
(c) CONTRACTOR's Duty to Bear All Additional Costs.
CONTRACTOR must bear all costs of such additional business development and may not charge or
offset any expense related to such business development to HHSC.
ARTICLE 4. TERMS AND CONDITIONS OF PAYMENT.
Section 4.01 Total Cost.
The total cost of the Services and Deliverables supplied by CONTRACTOR to HHSC during the Term
of this Agreement will not exceed a total amount of $141,347.00, for the combined Federal Fiscal Years
2006-2007. Federal Fiscal Year 2006 begins on October 1, 2005 and ends on September 30, 2006. Federal
Fiscal Year 2007 begins on October 1, 2006 and ends on September 30, 2007.
Section 4.02 General Payment Terms.
Payment Methodology.
HHSC shall pay to CONTRACTOR an amount not to exceed $141,347.00 for the Term of this
Agreement. Payments will be made with the acceptance of deliverables for services rendered as described
in Section 3.02, Scope of Services and Deliverables, Section 3.03, Financial Plan and Quarterly Progress
Updates Section 3.04, Performance Measures and Monitoring, Section 4.03, Vendor Payment Procedures,
and Section 4.04, Time and Manner of Payment.
Section 4.03 Vendor Payment Procedures.
(a)CONTRACTOR must utilize Attachment 1, CONTRACTOR's Invoicing Form (Purchase Voucher)
to submit an invoice for payment of expenditures reported to Contractor by the sub -grantees in the
CONTRACTOR's service area and/or payment for administrative expenditures actually incurred by the
CONTRACTOR. CONTRACTOR's administrative expenses will be limited to 5% of the total SSBG
funds provided to the CONTRACTOR by HHSC.
Page 10
(b) CONTRACTOR must complete and attach a copy of Attachment 2, CONTRACTOR's Financial
Status Report Form to any invoice.
(c) Contractor must only submit Purchase Vouchers (Attachment 1) for expenditures actually incurred
by the CONTRACTOR for payment of CONTRACTOR's administrative expenditures and/or expenditures
reported to Contractor by the sub -grantees in the CONTRACTOR's service area that have been incurred by
the sub -grantees.
(d) Contractor's final Purchase Voucher must be received by HHSC on or before September 17, 2007.
(e) Other than applicable amounts included in the final Purchase Voucher referenced in (d) above,
HHSC will not provide any advance funding for the CONTRACTOR or its sub -grantees.
(f) The COGS and their sub -grantees are subject to the provisions of the Cash Management
Improvement Act (CMIA) for all SSBG funding provided by HHSC in this Agreement (45 CFR 92.21, 31
CFR 205).
(g) Subject to the 5% Contractor administrative expense limitation, HHSC will permit Contractor to
submit a Purchase Voucher related to allowable administrative expenses incurred by the Contractor
between July 19, 2006 and the execution date of this Contract to develop the Contractor's Proposed Plan
for use of Grant Funds related to Hurricane Katrina andlor the Contractor's Final Plan for use of Grant
Funds related to Hurricane Katrina.
Section 4.04 Time and Manner of Payment
(a) Texas Prompt Payment Act.
Payments to the CONTRACTOR for Services and Deliverables under this Agreement will be made in
accordance with the Texas Prompt Payment Act, Chapter 2251, Texas Government Code.
(b) Payments made to Sub -grantees by CONTRACTOR (COG).
The CONTRACTOR agrees to make payments to the sub -grantees in the COG service area that are
providing services pursuant to this Agreement within three (3) business days of the receipt of funds from
HHSC.
(c) Payment Dispute
If HHSC disputes payment based on a Financial Status Report or a Quarterly Sub -grantee Progress
Update Report for purposes of enforcing a remedy or, obtaining set-off against payments due, HHSC may
limit payments in accordance with Article 9 of HHSC's Uniform Contract Terms and Conditions, Version
1.3.
(d) Projected Excess Funds as of December 31, 2006
CONTRACTOR acknowledges and agrees that the amount of funding included in this Agreement will
be reduced by any Unobligated Funding (Amount available to HHSC for reallocation to a different COG)
reported by CONTRACTOR on Exhibit G, CONTRACTOR's Quarterly Sub -grantee Progress Update, due
on or before January 31, 2007.
(e) Excess Funds and Unused Interest Income Earned On Payments for Expenditures as of
September 30, 2007
All excess funds and unused interest income earned on payments for expenditures as of September 30,
2007 will revert to HHSC within seventy-five (75) days of termination of this Agreement.
Page 11
Section 4.05 Failure, Termination Or Suspension of HHSC Funding
Except as otherwise provided in this Agreement, CONTRACTOR understands and expressly assumes
all risks associated with the commitment of delivery of the contracted Services and Deliverables, including
the failure, termination or suspension of funding to HHSC, delays or denials of required third party
approvals, and cost overruns not reasonably attributable to HHSC but shall be relieved of the obligation to
provide contracted services if there is a failure of HHSC to fund this Agreement.
Section 4.06 Audit Requirements
COGS and their sub -grantees are required to follow the standard single audit requirements found in
45 CFR 92.26 as stated below:
§ 92.26 Non -Federal audit.
(a) Basic rule. Grantees and sub -grantees are responsible for obtaining audits in accordance with the
Single Audit Act Amendments of 1996 (31U.S.C. 7501-7507) and revised OMB Circular A-133, "Audits
of States, Local Governments, and Non -Profit Organizations."
The audits shall be made by an independent auditor in accordance with Generally Accepted Government
Auditing Standards covering financial audits.
(b) Sub -grantees. State or local governments, as those terms are defined for purposes of the Single
Audit Act Amendments of 1996, that provide Federal awards to a sub grantee, which expends $300,000 or
more (or other amount as specified by OMB) in Federal awards in a fiscal year, shall:
(1) Determine whether State or local sub -grantees have met the audit requirements of the Act and whether
sub -grantees covered by OMB Circular A— 110, "Uniform Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations," have
met the audit requirements of the Act. Commercial contractors (private for -profit and private and
governmental organizations) providing goods and services to State and local governments are not required
to have a single audit performed. State and local governments should use their own procedures to ensure
that the contractor has complied with laws and regulations affecting the expenditure of Federal funds;
(2) Determine whether the sub -grantee spent Federal assistance funds provided in accordance with
applicable laws and regulations. This may be accomplished by reviewing an audit of the sub -grantee made
in accordance with the Act, Circular A-110, or through other means (e.g., program reviews) if the sub -
grantee has not had such an audit;
(3) Ensure that appropriate corrective action is taken within six months after receipt of the audit report in
instance of noncompliance with Federal laws and regulations;
(4) Consider whether sub -grantee audits necessitate adjustment of the grantee's own records; and
(5) Require each sub -grantee to permit independent auditors to have access to the records and financial
statements.
(c) Auditor selection. In arranging for audit services, § 92.36 shall be followed.
Page 12
ARTICLE 5. PERFORMANCE & TAILORED REMEDIES.
Section 5.01 Elements of Performance: Standards, Reviews, and Remedies.
(a) CONTRACTOR is expected to meet or exceed the objectives and standards set forth in this
Agreement. All areas of responsibility and all requirements listed in the Agreement will be subject to
performance evaluation by HHSC.
(b) Performance reviews may be conducted at HHSC's discretion at any time and may relate to any
responsibility and/or requirement set forth in this Agreement. HHSC will use reasonable efforts to provide
advance notice to schedule performance reviews and will seek to conduct such reviews during normal
business hours.
(c) Any and all responsibilities and requirements not fulfilled may be subject to the remedies set forth
in Article 11 of HHSC's Uniform Contract Terms and Conditions, Version 1.3. Damages may be assessed
in accordance with Section 11.02 of HHSC's Uniform Contract Terms and Conditions, Version 1.3.
ARTICLE 6. AMENDMENTS, MODIFICATIONS, AND CHANGE ORDERS.
The Parties may make such amendments, modifications and contract change orders to the Agreement,
in accordance with Article 7 of HHSC's Uniform Contract Terms and Conditions, Version 1.3.
ARTICLE 7. SPECIAL TERMS AND CONDITIONS.
Section 7.01 Modifications and Exclusions.
The Parties agree to modify the HHSC Uniform Contract Terms and Conditions (attached hereto and
incorporated by reference as Exhibit B to this Agreement) when requested by HHSC.
ARTICLE 8. AUTHORITY TO EXECUTE.
The Parties have executed this Agreement in their capacities as stated below with authority to bind
their organizations on the dates set forth by their signatures.
IN WITNESS HEREOF, HHSC and CONTRACTOR have each caused this Agreement to be
signed and delivered by its duly authorized representative.
HEALTH & HUMAN SERVICES COMMISSION SOUTH PLAINS ASSOCIATION OF
GOVERNMENTS (COG)
ALBERT HAWKINS
EXECUTIVE COMMISSIONER
Tim C. PIERCE
EXECUTIVE DIRECTOR
DATE: DATE:
Page 13
Texas Health and Human Services Commission
Administration of Social Services Block Grant Emergency Disaster Relief
Funds for Hurricanes Rita and Katrina
Contract # 529 -- XX - XXX
Exhibit A
ADMINISTRATION FOR CHILDREN AND FAMILIES
SOCIAL SERVICES BLOCK GRANT
TERMS AND CONDITIONS
FISCAL YEAR 2006
October 1, 2005 — September 30, 2006
By acceptance of this award, the State, Tribe or Territory agrees to comply with the terms and conditions detailed
below. Failure to comply with these terms and conditions may result in the loss of Federal funds and may be
considered grounds for the suspension or termination of this grant.
This award is subject to the following terms, conditions and provisions:
PROGRAM STANDARDS
1. The provisions of Title XX, the provision of the current approved Social Services Block Grant State plan,
including all approved amendments or revisions.
ADMINISTRATIVE REQUIREMENTS
2. The following regulations from Title 45 of the Code of Federal Regulations (CFR):
45 CFR Part 16 — Procedures of the Departmental Grant Appeals Board;
45 CFR Part 30 — Claims Collection;
45 CFR Part 76 — Debarment and Suspension from Eligibility for Financial Assistance
(Nonprocurement);
45 CFR Part 80 - Nondiscrimination Under Programs Receiving Federal Assistance through the Department
of Health and Human Services, Effectuation of Title VI of the Civil Rights Act of 1964;
45 CFR Part 81 - Practice and Procedure for Hearings Under Part 80 of this Title;
45 CFR Part 84 - Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving Federal
Financial Assistance;
45 CFR Part 86 — Nondiscrimination on the Basis of Sex in Education Programs and Activities Receiving or
Benefiting from Federal Financial Assistance;
45 CFR Part 87 — Equal Treatment for Faith -Based Organizations;
45 CFR Part 91— Nondiscrimination on the Basis of Age in HHS Programs or Activities Receiving
Federal Financial Assistance;
45 CFR Part 92 — Uniform Administrative Requirements for Grants and Cooperative Agreements to
State, and Local, and Tribal Governments
45 CFR Part 93 - New Restrictions on Lobbying;
45 CFR Part 1[00 — Intergovernmental Review of Department of Health and Human Services Programs
and Activities.
3. The following Circulars from the Office of Management and Budget (OMB):
OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments
ONIB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations and the Single
Audit Act of 1984, as amended.
4. Direct Federal grants, sub -awards, or contracts under this program shall not be used to support inherently
religious activities such as religious instruction, worship, or proselytization. Therefore, organizations must
take steps to separate, in time or location, their inherently religious activities from the services funded under
this program. Regulations pertaining to the prohibition of Federal funds for inherently religious activities can
be found on the HHS website at: http://www.os.dhhs.gov/fbci/waisgate2l.pdf.
5. Federal grant funds provided under this award may not be used by the grantee or any sub -grantee to support
lobbying activities to influence proposed or pending Federal or State legislation or appropriations. This
prohibition is related to the use of Federal grant funds and is not intended to affect an individual's right or that
of any organization, to petition Congress, or any other level of Government, through the use of other
resources. (See 45 CFR Part 93.)
6. In accordance with Public Law 103-333, the "Departments of Labor, Health and Human Services, and
Education, and Related Agencies Appropriations Act of 1995," the following provisions are applicable to this
grant award:
Section 507: "Purchase of American -Made Equipment and Products - It is the sense of the Congress that,
to the greatest extent practicable, all equipment and products purchased with funds made available in this
Act should be American -made."
Section 508: "When issuing statements, press releases, requests for proposals, bid solicitations
and other documents describing projects or programs funded in whole or in part with Federal
money, all States receiving Federal funds, including but not limited to State and local
governments and recipients of Federal research grants, shall clearly state (1) the percentage of
the total costs of the program or project which will be financed with Federal money, (2) the
dollar amount of Federal funds for the project or program, and (3) percentage and dollar amount
of the total costs of the project or program that will be financed by nongovernmental sources."
7. In accordance with Part C of Public Law 103-227, the "Pro -Children Act of 1994," smoking may not be
permitted in any portion of any indoor facility owned or regularly used for the provision of health, day care,
education, or library services to children under the age of 18, if the services are funded by Federal programs
wither directly or through State or local governments. Federal programs include grants, cooperative
agreements, loans and loan guarantees, and contracts. The law does not apply to children's services provided
in private residences, facilities funded solely by Medicare or Medicaid funds, and portions or facilities and
used for inpatient drug and alcohol treatment.
The above language must be included in any subawards that contain provisions for children's services and
that all subgrantees shall certify compliance accordingly. Failure to comply with the provisions of this law
may result in the imposition of a civil monetary penalty of up to $1,000 per day.
SUB-REC[PIENTS AND VENDORS UNDER GRANTS
Sub-Recipients/Sub-Grantees and Vendors/Contractors
8. Sub-recipient/Sub-grantee and vendor determinations. States are required to determine recipient type
when sub -granting or contracting using Federal funds. Recipient type includes sub-grantees/sub-recipients,
vendors and contractors. OMB Circular A-133 establishes the standards for determining the difference
between a sub -grantee and a vendor, based on the substance of the relationship with the State, rather
than the form of the agreement.
A recipient is considered a sub -grantee and is subject to OMB Circular A-133 if it meets the
following conditions:
a. Determines who is eligible to receive what Federal financial assistance;
b. Has its performance measured against whether the objectives of the Federal program are met;
c. Has responsibility for programmatic decision making;
d. Has responsibility for adherence to applicable Federal program compliance requirements;
e. Uses the Federal funds to carry out a program of the organization as compared to providing
goods or services for a program of the pass -through entity;
A recipient is considered a vendor and is not subject to OMB Circular A-133 if it meets the
following conditions:
a. Provides the goods and services within normal business operations;
b. Provides similar goods or services to many different purchasers;
c. Operates in a competitive environment;
d. Provides goods or services that are ancillary to the operation of the Federal program;
e. Is not subject to compliance requirements of the Federal program.
No organization may participate in this project in any capacity or be a recipient of Federal funds designated
for this project if the organization has been debarred or suspended or otherwise found to be ineligible for
participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension."
(See 45 CFR 92.35.) States must include a similar term and/or condition for all sub -awards or contracts
awarded under this program. Prior to issuing subawards or contracts under this grant, the state must consult
the ineligible parties list to ensure that organizations under funding consideration are not ineligible. The list is
available on the Web at http://www.gpls.2ov.
10. The State is responsible for monitoring grant, sub-grant/sub-recipient and contract supported activities to
assure compliance with .Federal requirements and that performance goals are being achieved. Grantee
monitoring must cover each program, function and activity. (See 45 CFR 92.40.)
11. States are required to advise sub-grantees/sub-recipients of requirements imposed on them by Federal laws,
regulations, and the provisions of grant agreements or contracts as well as any supplemental requirements
imposed by the State. These include grant administrative requirements and cost principles according to
recipient type. For example, nonprofit subrecipients are subject to the cost principles at OMB Circular A-
122; educational institution subrecipients are subject to those at OMB Circular A-21; and commercial
organization vendors or subcontractors are subject to the cost principles under 48 CFR Part 31. Sub -recipients
and sub -grantees are also subject to the provisions of 45 CFR Part 92 and OMB Circular A-133.
12. States must ensure that sub -recipients and sub -grantees expending more than $500,000 or more in
Federal awards during the sub-recipient/sub-grantee's fiscal year have an audit in compliance with
the requirements of OMB Circular A-133.
FINANCIAL AND PROGRAM PROGRESS REPORTING
13. In accordance with 45 CFR 92.40 and 45 CFR 92.41 and 45CFR 96.74(a) (1) through (4), the grantee must
submit annual program progress and financial status reports using Short Form, SF-269A. The first report is
due 90 days after the end of first year, ie. December 30, 2006. Final reports are due December 30, 2007.
Failure to submit reports on time may be the basis for withholding financial assistance payments, suspension
or termination of funding.
14. In accordance with Action Transmittal OA—ACF—AT-01-05 (January 25, 2005), in lieu of paper copies,
States are encouraged to submit their periodic financial reporting forms electronically, via the ACF On -Line
Data Collection (OLDC) system.
States that elect to submit these reports in writing must send an original signature copy of Form SF-269A to:
Administration for Children and Families
Division of Mandatory Grants
370 L'Enfant Promenade, SW - 4`h Floor East
Washington, DC 20447
and a copy to the cognizant ACF Regional Office.
15. Program progress reports should be submitted to:
Marsha Werner, SSBG Program Manager
Office of Community Services, Administration for Children and Families
U.S. Department of Health and Human Services
370 L'Enfant Promenade, SW
Washington, SC 20447
PAYMENT ARRANGEMENTS
16. Payments under this grant will be made through the Department of Health and Human Services' Payment
Management System (PMS). The State must comply with requirements imposed by the PMS on-line system.
Please direct any questions concerning grant payments to the payment office at 1-877-614-5533.
17. In accordance with P.L. 101-510, grant funds must be drawn down from the Payment Management System
within 5 years from the year in which the funds were awarded (i.e., FY 2005 funds must be drawn down no
later than 9/30/2011). No payment request will be honored by the Payment Management System after
9/30/2011.
NOTE: The U.S. Government Accountability Office (GAO) maintains FraudNET, a
system for reporting allegations of fraud, waste and abuse under Federal grants and
cooperative agreements. Reports are kept confidential; you need not provide your
name. Information provided through the Internet web site is secure and all information
is safeguarded against unauthorized disclosure.
To report the possible misuse of federal funds, the E-mail address is fraudnet(,�4ao.gov;
the fax number is 202-512-3086 and the mailing address is GAO FraudNET, 441 G
Street N.W., Washington, D.C. 20548. When you submit allegations, please provide as
much detailed information as possible.
Texas Health and Human Services Commission
Social Services Block Grant Emergency Disaster Relief
Exhibit B
HHSC Uniform Contract Terms and Conditions, Version 1.3
Contractual Document (CD)
Resolution No. 2006-R0452
September 28, 2006
Item No. 5.5
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms & Conditions
Health & Human Services Commission
Enterprise Project Office
Contractual Document
HHSC Uniform Contract Terms & Conditions
Version 1.3
CHECK THE MASTER LIST AT http://www.hhsc.state.tx.us/about hhsc/Contracting/rfp attch/General TC.pdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms & Conditions
DOCUMENT HISTORY LOG
STATUS'
DOCUMENT
EFFECTIVE
DESCRIPTION'
2
REVISION
DATE
Baseline
n/a
07/30/03
Initial version of the Uniform Terms and Conditions
Revision
1 A
8126/03
Revised HIPAA language.
Revision
1.2
10/13/03
Added Section 8.06, relating to State Auditor's Office
audits.
Revision
1.3
3/17/04
Revised conflict of interest language In Section 12.02,
and added new Section 12.03, regarding
organizational conflicts of interest.
' Status should be represented as "Baseline" for initial issuances, "Revision" for changes to the Baseline version, and
"Cancellation" for withdrawn versions
7 Revisions should be numbered in accordance according to the version of the issuance and sequential numbering of
the revision—e.g., 1.2" refers to the first version of the document and the second revision.
' Brief description of the changes to the document made in the revision.
CHECK THE MASTER LIST AT httg://www.hhsc.state.tx us/about hhsc/Contracting/rfo attch/General TC.Pdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms & Conditions
CONTENTS
Article1. Introduction................................................................................................................... 1
Section 1.01 Inducements.........................................................................
Section 1.02 Construction of Agreement ...................................................
(a) Scope of Introductory Article.......................................................
(b)
References to the "State... .................
(c)
Severability ........................................
(d)
Survival of terms ................................
(e)
Headings ...........................................
(0
Global drafting conventions ...............
Section 1.03 No implied authority ....................
Section 1.04 Legal Authority ............................
.............................. 1
.........I ................... 1
........................ 1
.................................. 1
.............. I................... 1
..............................1.1. 1
.................................. 1
........................................................................ 1
.......... ...... ........... .......................... I..................... 2
............................................................................ 2
Article2. Definitions...................................................................................................................... 2
Article 3. General Terns and Conditions.................................................................................... 3
Section 3.01 Agreement elements............................................................................................... 3
(a) Agreement documentation............................................................................................ 3
(b) Order of documents....................................................................................................... 3
Section3.02 Funding................................................................................................................... 3
Section 3.03 Delegation of authority ............................................................................................ 4
Section 3.04 No waiver of sovereign immunity ............................................................................ 4
Section3.05 Force majeure......................................................................................................... 4
Section 3.06 Other Health and Human Services Agencies' participation in the Agreement....... 4
Section 3.07 Most favored customer........................................................................................... 4
Section3.08 Publicity ................................................................................................................... 4
Section3.09 Assignment............................................................................................................. 4
(a) Assignment by CONTRACTOR.................................................................................... 4
(b) Assignment by HHSC, . .................................................................................................. 4
(c) Assumption....................................................................................................................4
Section 3.10 Cooperation with other vendors and prospective vendors ..................................... 5
Section 3.11 Renegotiation and reprocurement rights................................................................ 5
(a) Renegotiation of Agreement terms................................................................................ 5
(b) Reprocurement of the services or procurement of additional services ......................... 5
(c) Termination rights upon reprocurement........................................................................ 5
Section 3.12 RFP errors and omissions...................................................................................... 5
Section3.13 Attomeys' fees........................................................................................................ 5
Section 3.14 Preferences under service contracts...................................................................... 5
Section 3.15 Time of the essence............................................................................................... 5
Article 4. Contractor Personnel Management............................................................................ 5
Section 4.01 Qualifications, retention and replacement of CONTRACTOR employees ............. 5
Section 4.02 Responsibility for CONTRACTOR personnel......................................................... 5
Section 4.03 Cooperation with HHSC and state administrative agencies ................................... 6
(a) Cooperation with HHSC contractors............................................................................. 6
(b) Cooperation with state and federal administrative agencies ......................................... 6
Section 4.04 Conduct of and responsibility for CONTRACTOR personnel ................................. 6
Section 4.05 Responsibility for subcontractors............................................................................ 7
Section 4.06 HHSC's ability to contract with subcontractors....................................................... 7
CHECK THE MASTER LIST AT htty://www.hhsc.state.tx.us/about hhsc/Contracting/rf_p attch/General TC.gdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms & Conditions
Article 5. Governing Law and Regulations................................................................................. 7
Section 5.01 Governing law and venue....................................................................................... 7
Section 5.02 CONTRACTOR responsibility for compliance with laws and regulations ............... 7
Section 5.03 Immigration Reform and Control Act of 1986......................................................... 7
Section 5.04 Compliance with state and federal anti -discrimination laws ................................... 8
Section 5.05 Environmental protection laws................................................................................ 8
(a) Pro -Children Act of 1994.............................................................................. ... 8
..............
(b) National Environmental Policy Act of 1969................................................................... 8
(c) Clean Air Act and Water Pollution Control Act regulations ........................................... 8
(d) State Clean Air Implementation Plan............................................................................ 8
(e) Safe Drinking Water Act of 1974................................................................................... 8
Article 6. Service Levels and Performance Measurement........................................................ 8
Section 6.01 Performance measurement.................................................................................... 8
Article 7. Amendments, Modifications, and.Change Orders ..................................................... 8
Section 7.01 Amendments and modifications.............................................................................. 8
(a) Amendments and modifications resulting from changes in law or contract .................. 8
(b) Modifications resulting from imposition of remedies ..................................................... 8
Section 7.02 Required compliance with amendment modification procedures ........................... 9
Article 8. Audit and Financial Compliance.................................................................................. 9
Section 8.01 Financial record retention and audit....................................................................... 9
Section 8.02 Access to records, books, and documents............................................................. 9
Section 8,03 Audits of Services, Deliverables and inspections...,., ............................... .............. 9
Section 8.04 Response/compliance with audit or inspection findings ......................................... 9
Section 8.05 Audit of CONTRACTOR fees............................................................................... 10
Section8.06 SAO Audit.................................................................................................... ... 10
Article 9. Terms and Conditions of Payment............................................................................ 10
Section 9.01 Rights of set-off..................................................................................................... 10
(a) General right of set-off ................................................................................................. 10
(b) Duty to make payments............................................................................................... 10
Section9.02 Expenses.............................................................................................................. 10
Section 9.03 Disputed fees....................:................................................................................... 10
Section 9.04 Liability for taxes................................................................................................... 11
Section 9.05 Liability for employment -related charges and benefits..... .................................... 11
Section 9.06 No additional consideration. .................................................................... 11
Section 9.07 No increase in charges......................................................................................... 11
Article 10. Disclosure and Confidentiality of Information...................................................... 11
Section 10.01 Confidentiality ..................................................................................................... 11
Section 10.02 Disclosure of HHSC's Confidential Information .................................................. 12
Section 10.03 Requests for public information.......................................................................... 12
Section 10.04 Privileged Work Product..................................................................................... 12
Section 10.05 Unauthorized acts............................................................................................... 13
Section 10.06 Legal action......................................................................................................... 13
Article 11. Remedies and Disputes............................................................................................13
Section 11.01 Understanding and expectations........................................................................ 13
Section 11.02 Tailored remedies............................................................................................... 13
CHECK THE MASTER LIST AT http://www.hhsc.state.tx.us/about hhsc/Contracbnq/rfp attch/General TC.pdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms 4 Conditions
(a) Understanding of the Parties.......................................................................................
13
(b) Notice and opportunity to cure for non -material breach....... .......................................
13
(c) Corrective action plan..................................................................................................
13
(d) Administrative remedies..............................................................................................
14
(e) Damages.....................................................................................................................14
(1) Equitable Remedies....................................................................................................
15
(g) Suspension of Agreement................................................................. .....
15
Section 11.03 Termination of Agreement..................................................................................
15
(a) Termination by mutual agreement of the Parties........................................................
15
(b) Termination in the best interest of the State................................................................
15
(c) Termination for cause..................................................................................................
15
Section 11.04 Effective date of termination...............................................................................
17
Section 11.05 Extension of termination effective date...............................................................
17
Section 11.06 Payment and other provisions at Agreement termination ..................................
17
Section 11.07 Modification of Agreement in the event of remedies ..........................................
17
Section 11.08 Turnover assistance...........................................................................................
17
Section 11.09 Rights upon termination or expiration of Agreement ..........................................
17
Section 11.10 CONTRACTOR responsibility for associated costs ............................................
17
Section 11.11 Dispute resolution...............................................................................................
18
(a) General agreement of the Parties...............................................................................
18
(b) Duty to negotiate in good faith.....................................................................................
18
(c) Claims for breach of Agreement..................................................................................
18
Section 11.12 Liability of CONTRACTOR.................................................................................
18
Article 12. Assurances and Certifications................................................................................19
Section 12.01 Proposal certifications.........................................................................................
19
Section 12.02 Conflicts of interest.............................................................................................
19
(a) Representation............................................................................................................19
(b) General duty regarding conflicts of interest.................................................................
19
Section 12.03 Organizational conflicts of interest......................................................................
19
(a) Definition......................................................................................................................19
(b) Warranty ............................................................................................. .....................19
(c) Continuing duty to disclose.........................................................................................
19
(d) Remedy..............................................................................................
(e) Flow down obligation...................................................................................................
20
Section 12.04 HHSC personnel recruitment prohibition............................................................
20
Section 12.05 Anti -kickback provision.......................................................................................
20
Section 12.06 Debt or back taxes owed to the State of Texas ..................................................
20
Section 12.07 Certification regarding status of license, certificate, or permit ............................
20
Section 12.08 Outstanding debts and judgments......................................................................
20
Article 13. Representations and Warranties............................................................................. 20
Section 13.01 Authorization....................................................................................................... 20
Section 13.02 Ability to perform............................................................................ ....... 20
..............
Section 13.03 Workmanship and performance.......................................................................... 20
Section 13.04 Warranty of deliverables..................................................................................... 21
Section 13.05 Manufacturers' warranties.................................................................................. 21
Section 13.06 Compliance with Agreement............................................................................... 21
Article 14. Intellectual Property .................................................................................................. 21
Section 14.01 Infringement and misappropriation..................................................................... 21
Section14.02 Exceptions.......................................................................................................... 21
CHECK THE MASTER LIST AT httti:/h+vww.hhsc.state.tx.us/about hhsc/Contracting/rfp attch/General TC.Pdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC) Version 1.3
Subject: HHSC Uniform Contract Terms & Conditions
Article15. Liability ....................................................................................................................... 21
Section 15.01 Property damage................................................................................................
21
Section15.02 Risk of Loss........................................................................................................
22
Section 15.03 Limitation of HHSC's Liability..............................................................................
22
Article 16. Special Terms and Conditions.................................................................................
22
Section16.01 HIPAA.................................................................................................................
22
(a) Background. ...................................... ..........................................................................22
(b) Uses and disclosures..................................................................................................
22
(c) CONTRACTOR's commitment and obligations..........................................................
23
(d) Ownership of Protected Health Information................................................................
23
(e) Injunctive relief; survival of terms................................................................................
23
(f) Definitions.... . ........................... ................................................................................ —
23
Section 16.02 Technology access.............................................................................................
24
Section 16.03 Member records..................................................................................................
24
Section 16.04 Financial/performance audits..............................................................................
24
Section 16.05 Audit software.............................................................................................. ...,...
25
Section 16.06 Ownership and licenses......................................................................................
25
(a) Custom Software.........................................................................................................
25
(b) Ownership rights..........................................................................................................
25
(c) License Rights.............................................................................................................
25
(d) Proprietary Notices......................................................................................................
25
(e) Third Party Software and Documentation Licenses ....................................................
26
(f) State and Federal Governments.................................................................................
26
Section 16.07 Insurance Coverage...........................................................................................
26
(a) Required Coverage.....................................................................................................
26
(b) Proof of Insurance Coverage......................................................................................
26
CHECK THE MASTER LISTAT http://www,hhse.state.tx.us/about hhsc/Contracting/rfp attch/Genera! TC.pdf
TO VERIFY THAT THIS IS THE CORRECT VERSION BEFORE USE
Resolution No. 2006-RO452
September 28, 2006
Item No. 5.5
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
Article 1. Introduction
Section 1.01 inducements.
In making the award of this Agreement, the
Health and Human Services Commission (HHSC)
relies on CONTRACTOR's assurances of the
following:
(1) CONTRACTOR and its subcontractors
are established providers of the types of services
described in the Request for Proposals (RFP);
(2) CONTRACTOR and its subcontractors
have the skills, qualifications, expertise, financial
resources and experience necessary to perform
the services described in the RFP,
CONTRACTOR's Proposal, and this Agreement in
an efficient, cost-effective manner, with a high
degree of quality and responsiveness, and has
performed similar services for other public or
private entities;
(3) CONTRACTOR has thoroughly reviewed,
analyzed, and understood the RFP, has timely
raised all questions or objections to the RFP, and
has had the opportunity to review and fully
understand the HHSC's current program and
operating environment for the activities that are
the subject of the Agreement and the needs and
requirements of the State during the Agreement
term;
(4) CONTRACTOR has had the opportunity
to review and understand the State's stated
objectives in entering into this Agreement and,
based on such review and understanding,
CONTRACTOR currently has the capability to
perform in accordance with the terms and
conditions of this Agreement;
(5) CONTRACTOR also has reviewed and
understands the risks associated with the HHSC
Programs as described in the Request for
Proposals, including the risk of non -appropriation
of funds.
Accordingly, on the basis of the terms and
conditions of this Agreement, HHSC desires to
engage CONTRACTOR to perform the services
described in this Agreement under the terms and
conditions set forth in this Agreement.
Section 1.02 Construction of Agreement
(a) Scope of Introductory Article.
The provisions of any introductory article to the
Agreement are intended to be a general introduction
and are not intended to expand the scope of the
Parties' obligations under the Agreement or to alter
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Version 1.3
the plain meaning of the terms and conditions of the
Agreement.
(b) References to the "State."
References in the Agreement to the "State" shall
mean the State of Texas unless otherwise specifically
indicated and shall be interpreted, as appropriate, to
mean or include HHSC and other agencies of the
State of Texas that may participate in the
administration of HHSC Programs, provided,
however, that no provision will be interpreted to
include any entity other than HHSC as the contracting
agency.
(c) Severability.
If any provision of this Agreement is construed to
be illegal or invalid, such interpretation will not affect
the legality or validity of any of its other provisions.
The illegal or invalid provision will be deemed stricken
and deleted to the same extent and effect as if never
incorporated in this Agreement, but all other
provisions will remain in full force and effect.
(d) Survival of terms.
Termination or expiration of this Agreement for
any reason will not release either Party from any
liabilities or obligations set forth in this Agreement
that:
(1) The Parties have expressly agreed shall
survive any such termination or expiration; or
(2) Remain to be performed or by their nature
would be intended to be applicable following any
such termination or expiration.
(e) Headings.
The article and section headings in this
Agreement are for reference and convenience only
and may not be considered in the interpretation of this
Agreement.
(f) Global drafting conventions.
(1) The terms "include," "includes," and
"including" are terms of inclusion, and where used in
this Agreement, are deemed to be followed by the
words "without limitation."
(2) Any references to "sections," "appendices," or
"attachments" are deemed to be references to
sections, appendices, or attachments to this
Agreement,
(3) Any references to agreements, contracts,
statutes, or administrative rules or regulations in this
Agreement are deemed references to these
documents as amended, modified, or supplemented
from time to time during the term of this Agreement.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
Section 1.03 No Implied authority.
The authority delegated to CONTRACTOR by
HHSC is limited to the terms of this Agreement.
HHSC is the state agency designated by the Texas
Legislature to administer the HHSC Programs, and no
other agency of the State grants CONTRACTOR any
authority related to this program unless directed
through HHSC. CONTRACTOR may not rely upon
implied authority, and specifically is not delegated
authority under this Agreement to:
(1) make public policy;
(2) promulgate, amend or disregard
administrative regulations or program policy decisions
made by State and federal agencies responsible for
administration of HHSC Programs; or
(3) unilaterally communicate or negotiate with
any federal or state agency or the Texas Legislature
on behalf of HHSC regarding the HHSC Programs.
CONTRACTOR is required to cooperate to the
fullest extent possible to assist HHSC in
communications and negotiations with state and
federal governments and agencies as directed by
HHSC.
Section 1.04 Legal Authority.
(a) HHSC is authorized to enter into this
Agreement under Chapter 531, Texas Government
Code; Section 2155.144, Texas Government Code;
and/or Chapter 62, Texas Health & Safety Code.
CONTRACTOR is authorized to enter into this
Agreement pursuant to the authorization of its
governing board or controlling owner or officer.
(b) The person or persons signing and executing
this Agreement on behalf of the Parties, or
representing themselves as signing and executing
this Agreement on behalf of the Parties, warrant and
guarantee that he, she, or they have been duly
authorized to execute this Agreement and to validly
and legally bind the Parties to all of its terms,
performances, and provisions.
Article 2. Definitions
As used in this Agreement. the following terms
and conditions shall have the meanings assigned
below:
"Agreement" or "Contract" means this formal,
written, and legally enforceable agreement and
amendments thereto between the Parties.
"Chance" means any alteration, adjustment,
exchange, substitution, or modification of the Services
under this Agreement that are authorized in
accordance with Article 7 of this Agreement.
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Version 1.3
"Change Order" means an authorization to
make a change in the Services or Deliverables under
this Agreement.
"Children's Health Insurance Program" or
"CHIP" means the health insurance program
authorized and funded pursuant to Title XXI, Social
Security Act (42 U.S.C. §§ 1397aa-1397jj) and
administered by HHSC.
"Confidential Information" means any
communication or record (whether oral, written,
electronically stored or transmitted, or in any other
form) that consists of:
(1) Confidential Client information, including
Protected Health Information;
(2) All non-public budget, expense, payment
and other financial information;
(3) All Privileged Work Product;
(4) All information designated by HHSC or
any other State agency as confidential, including
all information designated as confidential under
the Texas Public Information Act, Texas
Government Code, Chapter 552;
(5) Unless publicly disclosed by HHSC or
the State, the pricing, payments, and terms and
conditions of the Agreement; and
(6) information that is utilized, developed,
received, or maintained by HHSC, the
CONTRACTOR, or participating State agencies
for the purpose of fulfilling a duty or obligation
under this Agreement and that has not been
publicly disclosed.
"Corrective Action Plan" means the detailed
written plan required by HHSC to correct or resolve a
deficiency or event causing the assessment of a
liquidated damage against CONTRACTOR.
"Deliverable" means written or recorded work
product prepared, developed, or procured by
CONTRACTOR as part of the Services under this
Agreement for the use or benefit of HHSC or the
State of Texas.
"Disability" means a physical or mental
impairment that substantially limits one or more of the
major life activities of an individual.
"Effective Date" means the date of complete
execution of this Agreement. For purposes of this
Agreement, the term includes any period under which
work is performed in accordance with a properly
executed Letter of Intent between HHSC and
CONTRACTOR.
"Force maleure event" means any failure or
delay in performance of a duty by a Party under this
Agreement that is caused by fire, flood, hurricane,
tornadoes, earthquake, an act of God, an act of war,
riot, civil disorder, or any similar event beyond the
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject; HHSC Uniform Contract Terms & Conditions
reasonable control of such Party and without the fault
or negligence of such Party.
"Health and Human Services Commission" or
'-t!HSF means the administrative agency within the
executive department of Texas state government
established under Chapter 531, Texas Government
Code or its designee, including, but not limited to, the
Texas Health and Human Services Agencies.
"HHSC Programs" means the public health and
human service programs administered by HHSC,
including but not limited to Medicaid and CHIP.
"Initial Term" means the period between the
Effective Date and the original Expiration Date of this
Agreement.
"Medicaid" means the medical assistance
entitlement program authorized and funded pursuant
to Title XIX, Social Security Act (42 U.S.C. §1396 et
seq.) and administered by HHSC.
"Parties" means HHSC and CONTRACTOR,
collectively.
"Pa" means either HHSC or CONTRACTOR,
individually.
"Public information" means information that:
(1) Is collected, assembled, or maintained under
a law or ordinance or in connection with the
transaction of official business by a governmental
body or for a governmental body; and
(2) The governmental body owns or has a right of
access to.
"Request for Proposals" or "RFP" means the
procurement solicitation instrument issued by HHSC
under which this Agreement was awarded and is
executed.
"Scope of Work" means the description of
Services and Deliverables specified in this
Agreement, the RFP, and any agreed modifications
thereto.
"Services" means the tasks, functions, and
responsibilities assigned and delegated to
CONTRACTOR under this Agreement.
"Software" means all operating system and
applications software used by CONTRACTOR to
provide the Services under this Agreement.
"Subcontract" means any written agreement
between CONTRACTOR and other party to fulfill the
requirements of this Agreement. All subcontracts are
required to be in writing.
"Subcontractor" means any individual or entity
that has entered into a subcontract with
CONTRACTOR.
"Turnover Plan" means the written plan
developed by CONTRACTOR, approved by HHSC,
and to be employed in the event that the work
3 of 27
Version 1.3
described in this Agreement transfers to another
vendor. The Turnover Plan describes
CONTRACTOR's policies and procedures that will
assure:
(1) The least disruption in the delivery of
services during the transition to a substitute
vendor; and
(2) Cooperation with HHSC and the substitute
vendor in transferring information and services to
a substitute vendor.
Article 3. General Terms and Conditions
Section 3.01 Agreement elements.
(a) Agreement documentation.
The agreement between the Parties will consist
of this Agreement, the RFP, and CONTRACTOR's
Proposal.
(b) Order of documents.
In the event of any conflict or contradiction
between or among these documents, the documents
shall control in the following order of precedence:
(1) The final executed Agreement, and all
amendments thereto;
(2) The Agreement Exhibits, and all
amendments thereto,,
(3) The RFP, as clarified by the vendor
questions and HHSC's official responses thereto,
which are incorporated for all purposes into this
Agreement as Exhibit A to this Agreement; and
(4) CONTRACTOR's Proposal, which is
incorporated for all purposes into this Agreement
as Exhibit H to this Agreement.
Section 3.02 Funding.
This Agreement is expressly conditioned on the
availability of state and federal appropriated funds.
CONTRACTOR will have no right of action against
HHSC in the event that HHSC is unable to perform its
obligations under this Agreement as a result of the
suspension, termination, withdrawal, or failure of
funding to HHSC or lack of sufficient funding of HHSC
for any activities or functions contained within the
scope of this Agreement. If funds become
unavailable, the provisions of Article 11 (Remedies
and Disputes) will apply. HHSC will use all reasonable
efforts to ensure that such funds are available, and
will negotiate in good faith with CONTRACTOR to
resolve any CONTRACTOR claims for payment that
represent accepted Services or Deliverables that are
pending at the time funds become unavailable.
HHSC shall make best efforts to provide reasonable
written advance notice to CONTRACTOR upon
learning that funding for this Agreement may be
discontinued.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Version 1.3
Subject: HHSC Uniform Contract Terms 4-Conditions
Section 3.03 Delegation of authority.
Whenever, by any provision of this Agreement,
any right, power, or duty is imposed or conferred on
HHSC, the right, power, or duty so imposed or
conferred is possessed and exercised by the
Commissioner unless any such right, power, or duty is
specifically delegated to the duly appointed agents or
employees of HHSC. The Commissioner will reduce
any such delegation of authority to writing and provide
a copy to CONTRACTOR on request.
Section 3.04 No waiver of sovereign immunity.
The Parties expressly agree that no provision of
this Agreement is in any way intended to constitute a
waiver by HHSC or the State of Texas of any
immunities from suit or from liability that HHSC or the
State of Texas may have by operation of law.
Section 3.05 Force majeure.
Neither Parry will be liable for any failure or delay
in performing its obligations under the Agreement if
such failure or delay is due to any cause beyond the
reasonable control of such Party, including, but not
limited to, unusually severe weather, strikes, natural
disasters, fire, civil disturbance, epidemic, war, court
order, or acts of God, The existence of such causes
of delay or failure will extend the period of
performance in the exercise of reasonable diligence
until after the causes of delay or failure have been
removed. Each Party must inform the other in writing
with proof of receipt within five (5) business days of
the existence of a force majeure event or otherwise
waive this right as a defense.
Section 3.06 Other Health and Human Services
Agencies' participation in the Agreement.
In addition to providing the Services specified for
HHSC, CONTRACTOR agrees to allow other Health
and Human Service Agencies the option to participate
in the Agreement under the same terms and
conditions.
Each agency that elects to obtain services under
this section will issue a purchase order to
CONTRACTOR, referring to, and incorporating by
reference, the terms and conditions specified in the
Agreement.
Section 3.07 Most favored customer.
The CONTRACTOR agrees that if during the
term of the Agreement, the CONTRACTOR enters
into any agreement with any other governmental
customer, or any non-affiliated commercial customer
by which it agrees to provide equivalent services at
lower prices, or additional services at comparable
prices, the Agreement will, at HHSC's option, be
amended to accord equivalent advantage to HHSC.
Section 3.08 Publicity.
(a) Except as provided in the paragraphs below,
CONTRACTOR must not use the name of HHSC, the
State of Texas, or any other State agency, or refer to
HHSC or any such agency directly or indirectly in any
media release, public announcement, or public
disclosure relating to the Agreement or its subject
matter, including, but not limited to, in any promotional
or marketing materials, customer lists, or business
presentations (other than proposals or reports
submitted to HHSC, an administrative agency of the
State of Texas, or a govemmental agency or unit of
another state or the Federal government).
(b) CONTRACTOR may publish, at its sole
expense, results of CONTRACTOR performance
under the Agreement with HHSC's prior review and
approval, which HHSC may exercise at its sole
discretion. Any publication (written, visual, or sound)
will acknowledge the support received from HHSC
and any Federal agency, as appropriate.
CONTRACTOR will provide HHSC at least. three (3)
copies of any such publication prior to public release.
CONTRACTOR will provide additional copies at the
request of HHSC.
(c) CONTRACTOR may include information
concerning the Agreement's terms, subject matter,
and estimated value in any report to a governmental
body to which the CONTRACTOR is required by law
to report such information.
Section 3.08 Assignment.
(a) Assignment by CONTRACTOR.
CONTRACTOR shall not assign all or any
portion of its rights under or interests in the
Agreement or delegate any of its duties without prior
written consent of HHSC. Any written request for
assignment or delegation must be accompanied by
written acceptance of the assignment or delegation by
the assignee or delegation by the delegate. Except
where otherwise agreed in writing by HHSC,
assignment or delegation will not release
CONTRACTOR from its obligations pursuant to the
Agreement.
(b) Assignment by HHSC.
CONTRACTOR understands and agrees HHSC
may in one or more transactions assign, pledge,
transfer, or hypothecate the Agreement_ This
assignment will only be made to another State agency
or a non -State agency that is contracted to perform
agency support.
(c) Assumption.
Each party to whom a transfer is made (an
"Assignee") must assume all or any part of
CONTRACTOR'S or HHSC's interests in the
Agreement, the product, and any documents
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Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
executed with respect to the Agreement, including,
without limitation, its obligation for all or any portion of
the purchase payments, in whole or in part.
Section 3.10 Cooperation with other vendors and
prospective vendors.
(a) HHSC may award supplemental contracts
for work related to the Agreement, or any portion
thereof. HHSC reserves the right to award the
contract as a joint venture between two or more
potential vendors, if such an arrangement is in the
best interest of HHSC. CONTRACTOR will agree to
cooperate with such other vendors, and will not
commit or permit any act that may interfere with the
performance of work by any other vendor.
(b) CONTRACTOR agrees that when HHSC so
requests, the CONTRACTOR will allow parties
interested in bidding for HHSC contracts, during the
competitive procurement, to have reasonable access
during normal business hours to software, systems
documentation, and site visits to the CONTRACTOR's
facilities. All such parties inspecting the facilities and
software and systems documentation may be
required to agree to use the information so obtained
only in the State of Texas and only for the purpose of
bidding on the contract.
Section 3.11 Renegotiation and reprocurement
rights.
(a) Renegotiation of Agreement terms.
Notwithstanding anything in the Agreement to
the contrary, HHSC may at any time during the term
of the Agreement exercise the option to notify
CONTRACTOR that HHSC has elected to renegotiate
certain terms of the Agreement. Upon
CONTRACTOR's receipt of any notice pursuant to
this Section, CONTRACTOR and HHSC will
undertake good faith negotiations of the subject terms
of the Agreement.
(b) Reprocurement of the services or procurement of
additional services.
Notwithstanding anything in the Agreement to
the contrary, whether or not HHSC has accepted or
rejected CONTRACTOR's Services provided during
any period of the Agreement, HHSC may at any time
issue requests for proposals or offers to other
potential contractors for performance of any portion of
the Services covered by the Agreement or services
similar or comparable to the Services performed by
CONTRACTOR under the Agreement.
(c) Termination rights upon reprocurement.
If HHSC elects to procure the Services or any
portion of the Services from another vendor in
accordance with this Section, HHSC will have the
termination rights set forth in Article 11 of the
Agreement.
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Version 1.3
Section 3.12 RFP errors and omissions.
CONTRACTOR will not take advantage of any
errors and/or omissions in the RFP or the resulting
Agreement. CONTRACTOR must promptly notify
HHSC of any such errors and/or omissions that are
discovered.
Section 3.13 Attorneys' fees.
In the event of any litigation, appeal, or other
legal action to enforce any provision of the
Agreement, CONTRACTOR agrees to pay all
expenses of such action, including attorneys' fees and
costs if HHSC is the prevailing Party.
Section 3.14 Preferences under service contracts.
CONTRACTOR is required in performing the
Agreement to purchase products and materials
produced in the State of Texas when they are
available at a price and time comparable to products
and materials produced outside the State.
Section 3.15 Time of the essence.
In consideration of the need to ensure
uninterrupted and continuous HHSC Program
services, time is of the essence in the performance of
the Services under the Agreement.
Article 4. Contractor Personnel Management
Section 4.01 Qualifications, retention and
replacement of CONTRACTOR employees.
CONTRACTOR agrees to maintain the
organizational and administrative capacity and
capabilities to carry out all duties and responsibilities
under this Agreement. The personnel
CONTRACTOR assigns to perform the duties and
responsibilities under this Agreement will be properly
trained and qualified for the functions they are to
perform. CONTRACTOR does not warrant the quality
of training for which the State is responsible.
Notwithstanding transfer or turnover of personnel,
CONTRACTOR remains obligated to perform all
duties and responsibilities under this Agreement
without degradation and in accordance with the terms
of this Agreement.
Section 4.02 Responsibility for CONTRACTOR
personnel.
(a) CONTRACTOR's employees and
subcontractors will not in any sense be considered
employees of HHSC or the State of Texas, but will be
considered CONTRACTOR's employees for all
purposes.
(b) Except as expressly provided in this
Agreement, neither CONTRACTOR nor any of
CONTRACTOR's employees or subcontractors may
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
act in any sense as agents or representatives of
HHSC or the State of Texas.
(c) CONTRACTOR's employees must be paid
exclusively by CONTRACTOR for all services
performed. CONTRACTOR is responsible for and
must comply with all requirements and obligations
related to such employees under local, state or
federal law, including minimum wage, social security,
unemployment insurance, state and federal income
tax and workers' compensation obligations.
(d) CONTRACTOR assumes sole and full
responsibility for its acts and the acts of its personnel
and subcontractors.
(e) CONTRACTOR agrees that any claim on
behalf of any person arising out of employment or
alleged employment (including, but not limited to,
claims of discrimination against CONTRACTOR, its
officers, or its agents) are the sole responsibility of
CONTRACTOR and are not the responsibility of
HHSC, and that CONTRACTOR will indemnify and
hold harmless the State from any and all such claims
asserted against the State. CONTRACTOR
understands that any person who alleges a claim
arising out of employment or alleged employment by
CONTRACTOR will not be entitled to any
compensation, rights, or benefits from HHSC
(including, but not limited to, tenure rights, medical
and hospital care, sick and annual/vacation leave,
severance pay, or retirement benefits).
Section 4.03 Cooperation with HHSC and state
administrative agencies.
(a) Cooperation with HHSC contractors.
CONTRACTOR agrees to reasonably cooperate
with and work with the State's contractors,
subcontractors and third -party representatives as
requested by HHSC. To the extent permitted by
HHSC's financial and personnel resources, HHSC
agrees to reasonably cooperate with CONTRACTOR
and to use its best efforts to ensure that HHSC's other
HHSC Programs contractors reasonably cooperate
with CONTRACTOR.
(b) Cooperation with state and federal administrative
agencies.
CONTRACTOR must ensure that
CONTRACTOR personnel will cooperate with HHSC
or other state or federal administrative agency
personnel at no charge to HHSC for purposes relating
to the administration of HHSC programs including, but
not limited to the following purposes:
(1) The investigation and prosecution of
fraud, abuse, and waste in the HHSC programs;
(2) Audit, inspection, or other investigative
purposes; and
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Version 1.3
(3) Testimony in judicial or quasi-judicial
proceedings relating to the Services under this
Agreement or other delivery of information to
HHSC or other agencies' investigators or legal
staff.
Section 4.04 Conduct of and responsibility for
CONTRACTOR personnel.
(a) While performing the Services,
CONTRACTOR's personnel and subcontractors must:
(1) Comply with applicable State rules, and
regulations and HHSC's requests regarding
personal and professional conduct generally
applicable to the service locations; and
(2) Otherwise conduct themselves in a
businesslike and professional manner.
(b) If HHSC determines in good faith that a
particular employee or subcontractor is not
conducting himself or herself in accordance with this
Section, HHSC may provide CONTRACTOR with
notice and documentation concerning such conduct.
Upon receipt of such notice, CONTRACTOR must
promptly investigate the matter and take appropriate
action that may include:
(1) Removing the employee from the
project;
(2) Providing HHSC with written notice of
such removal; and
(3) Replacing the employee with a similarly
qualified individual acceptable to HHSC.
(c) Nothing in the Agreement will prevent
CONTRACTOR, at the request of HHSC, from
replacing any personnel who are not adequately
performing their assigned responsibilities or who, in
the reasonable opinion of HHSC's Project Director,
after consultation with CONTRACTOR, are unable to
work effectively with the members of the HHSC's
staff. In such event, CONTRACTOR will provide
replacement personnel with equal or greater skills and
qualifications as soon as reasonably practicable.
Replacement of Key Personnel will be subject to
HHSC review and approval. The Parties will work
together in the event of any such required
replacement so as not to disrupt the overall project
schedule.
A CONTRACTOR agrees that anyone
employed by CONTRACTOR to fulfill the terms of the
Agreement is an employee of CONTRACTOR and
remains under CONTRACTOR's sole direction and
control,
(e) CONTRACTOR agrees to be responsible for
the following in respect to its employees:
(1) Any and all employment taxes and/or
other payroll withholding;
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(2) Damages incurred by CONTRACTOR's
employees within the scope of their duties under
the Agreement; and
(3) Determination of the hours to be worked
and the duties to be performed by
CONTRACTOR's employees.
CONTRACTOR agrees and will inform its
employees and subcontractor(s) that there is no right
of action against HHSC for any duty owed by
CONTRACTOR pursuant to this Agreement.
CONTRACTOR understands that HHSC does not
assume liability for the actions of, or judgments
rendered against, the CONTRACTOR, its employees,
agents or subcontractors. CONTRACTOR agrees
that it has no right to indemnification or contribution
from HHSC for any judgments rendered against
CONTRACTOR or its subcontractors. HHSC's
liability to the CONTRACTOR's employees, agents
and subcontractors, if any, will be governed by the
Texas Tort Claims Act, as amended or modified (Tex.
CIV. PRACT. $ REM. CODE §101.001 et seq.).
Section 4.06 Responsibility for subcontractors.
(a) CONTRACTOR remains fully responsible for
obligations, services, and functions performed by its
subcontractors to the same extent as if such
obligations, services, and functions were performed
by CONTRACTOR'S employees, and for purposes of
this Agreement such work will be deemed work
performed by CONTRACTOR. HHSC reserves the
right to require the replacement of any subcontractor
found by HHSC to be unacceptable.
(b) CONTRACTOR must not disclose
Confidential Information of HHSC or the State of
Texas to a subcontractor unless and until such
subcontractor has agreed in writing to protect the
confidentiality of such Confidential Information in the
manner required of CONTRACTOR under this
Agreement.
(c) CONTRACTOR must identify any
subcontractor that is a newly -formed subsidiary or
entity, whether or not an affiliate of CONTRACTOR,
substantiate the proposed subcontractor's ability to
perform the subcontracted Services, and certify to
HHSC that no loss of service will occur as a result of
the performance of such subcontractor. The
CONTRACTOR will assume responsibility for all
contractual responsibilities whether or not the
CONTRACTOR performs them. Further, HHSC
considers the CONTRACTOR to be the sole point of
contact with regard to contractual matters, including
payment of any and all charges resulting from the
Agreement.
(d) At least 30 days prior to executing a
subcontract or other agreement with a third party with
a value greater than $100,000.00, CONTRACTOR
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must submit a copy of the agreement to HHSC.
HHSC reserves the right to (1) reject the agreement
or require changes to any provisions that do not
comply with the requirements or duties and
responsibilities of this Agreement or create significant
barriers for HHSC in monitoring compliance with this
Agreement, and (2) object to the selection of the
subcontractor.
Section 4.06 HHSC's ability to contract with
subcontractors.
The CONTRACTOR may not limit or restrict,
through a covenant not to compete, employment
agreement or other contractual arrangement, HHSC's
ability to contract with subcontractors or former
employees of the CONTRACTOR.
Article 6. Governing Law and Regulations
Section 5.01 Governing law and venue.
This Agreement is governed by the laws of the
State of Texas and interpreted in accordance with
Texas law. Provided CONTRACTOR first complies
with the procedures set forth in Section 11.12,
Dispute Resolution, proper venue claim arising from
this Agreement will be in a court of competent
jurisdiction in Travis County, Texas.
Section 6.02 CONTRACTOR responsibility for
compliance with laws and regulations.
(a) CONTRACTOR is responsible for
compliance with all laws, regulations, and
administrative rules that govern the performance of
the Services including, but not limited to, all State and
Federal tax laws, State and Federal employment
laws, State and Federal regulatory requirements, and
licensing provisions.
(b) CONTRACTOR is responsible for ensuring
each of its employees, agents or subcontractors who
provide Services under the Agreement are properly
licensed, certified, and/or have proper permits to
perform any activity related to the Services.
(c) CONTRACTOR warrants that the Services
comply with all applicable Federal, State, and County
laws, regulations, codes, ordinances, guidelines, and
policies. CONTRACTOR will indemnify HHSC from
and against any losses, liability, claims, damages,
penalties, costs, fees, or expenses arising from or in
connection with CONTRACTOR's failure to comply
with or violation of any such law, regulation, code,
ordinance, or policy.
Section 5.031mmigration Reform and Control Act
of 1986.
CONTRACTOR shall comply with the
requirements of the Immigration Reform and Control
Act of 1986 and the Immigration Act of 1990 (8 U.S.C.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
§1101, et seq.) regarding employment verification and
retention of verification forms for any individual(s)
hired on or after November 6, 1986, who will perform
any labor or services under this Agreement.
Section 5.04 Compliance with state and federal
anti -discrimination laws.
CONTRACTOR agrees to comply with Title VI of
the Civil Rights Act of 1964, Executive Order 11246
(Public Law 88-352), Section 504 of the Rehabilitation
Act of 1973 (Public Law 93-112), The Americans with
Disabilities Act of 1990 (Public Law 101-336), and all
amendments to each, and all requirements imposed
by the regulations issued pursuant to these Acts. In
addition, CONTRACTOR agrees to comply with Title
40, Chapter 73 of the Texas Administrative Code,
"Civil Rights," to the extent applicable to this
Agreement. These provide in part that no persons in
the United States must, on the grounds of race, color,
national origin, sex, age, disability, political beliefs, or
religion, be excluded from participation in, or denied,
any aid, care, service or other benefits provided by
Federal or State funding, or otherwise be subjected to
any discrimination.
Section 5.05 Environmental protection laws.
CONTRACTOR agrees to comply with the
applicable provisions of federal environmental
protection laws as described in this Section:
(a) Pro -Children Act of 1994.
CONTRACTOR agrees to comply with the Pro -
Children Act of 1994 (20 U.S.C. §6081 et seq.), as
applicable, regarding the provision of a smoke -free
workplace and promoting the non-use of all tobacco
products.
(b) National Environmental Policy Act of 1969.
CONTRACTOR agrees to comply with any
applicable provisions relating to the institution of
environmental quality control measures contained in
the National Environmental Policy Act of 1969 (42
U.S.C. §4321 et seq.) and Executive Order 11514
("Protection and Enhancement of Environmental
Quality").
(c) Clean Air Act and Water Pollution Control Act
regulations.
CONTRACTOR agrees to comply with any
applicable provisions relating to required notification
of facilities violating the requirements of Executive
Order 11738 ("Providing for Administration of the
Clean Air Act and the Federal Water Pollution Control
Act with Respect to Federal Contracts, Grants, or
Loans").
(d) State Clean Air Implementation Plan.
CONTRACTOR agrees to comply with any
applicable provisions requiring conformity of federal
Version 1.3
actions to State (Clean Air) Implementation Plans
under §176(c) of the Clean Air Act of 1955, as
amended (42 U.S.C_ §740 et seq.).
(e) Safe Drinking Water Act of 1974.
CONTRACTOR agrees to comply with
applicable provisions relating to the protection of
underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended (21 U.S.C. §
349; 42 U.S.C. §§ 300f to 300j-9).
Article 6. Service Levels and Performance
Measurement
Section 6.01 Performance measurement.
Satisfactory performance of this Agreement will
be measured by:
(a) Adherence to this Agreement, including all
representations and warranties;
(b) Compliance with project work plans,
schedules, and milestones as proposed by
CONTRACTOR in its Proposal and as revised by
CONTRACTOR and finally approved by HHSC;
(c) Delivery of the Services and Deliverables in
accordance with the service levels and availability
proposed in its Proposal and as finally approved or
accepted by HHSC;
(d) Results of audits performed by HHSC or its
representatives in accordance with Article 8;
(e) Timeliness, completeness, and accuracy of
required reports; and
(f) Achievement of performance measures
developed by CONTRACTOR and HHSC and as
modified from time to time by written agreement
during the Initial Term of this Agreement.
Article 7. Amendments, Modifications, and Change
Orders
Section 7.01 Amendments and modiflcatlons.
(a) Amendments and modifications resulting from
changes in law or contract.
This Agreement may be amended by mutual
written agreement of the Parties if changes in federal
or state laws, rules, regulations, policies, guidelines or
circumstances affect the performance of the work.
The Parties will develop abusiness plan for
negotiating appropriate change order and amendment
procedures.
(b) Modifications resulting from imposition of
remedies.
This Agreement may be modified under the
terms of Article 11 (relating to Remedies and
Disputes).
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Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
Section 7.02 Required compliance with
amendment modiffcatlon procedures.
No different or additional services, work, or
products will be authorized or performed except
pursuant to an amendment or modification of this
Agreement that is executed in compliance with this
article. No waiver of any term, covenant, or condition
of this Agreement will be valid unless executed in
compliance with this article. CONTRACTOR will not
be entitled to payment for any services, work or
products that are not authorized by a properly
executed Agreement amendment or modification, or
through the express authorization of HHSC.
Article 8. Audit and Financial Compliance
Section 8.01 Financial record retention and audit
CONTRACTOR agrees to maintain, and require
its subcontractors to maintain, supporting financial
information and documents that are adequate to
ensure that claims are made in accordance with
applicable Federal and State requirements, and are
sufficient to ensure the accuracy and validity of
CONTRACTOR invoices. Such documents, including
all original claims forms, will be maintained and
retained by CONTRACTOR or its subcontractors for a
period of seven (7) years after the date of submission
of the final billing or until the resolution of all litigation,
claim, financial management review or audit
pertaining to this Agreement, whichever is longer.
CONTRACTOR agrees to timely repay any
undisputed audit exceptions taken by HHSC in any
audit of the Agreement.
Section 8.02 Access to records, books, and
documents.
(a) Upon reasonable notice, CONTRACTOR
must provide, and cause its subcontractors to provide,
the officials and entities identified in this Section with
prompt, reasonable, and adequate access to any
records, books, documents, and papers that are
directly pertinent to the performance of the Scope of
Work-
(b) CONTRACTOR and its subcontractors must
provide the access described in this Section upon
HHSC's request. This request may be for, but is not
limited to, the following purposes:
(1) Examination;
(2) Audit;
(3) Investigation;
(4) Contract administration; or
(5) The making of copies, excerpts, or
transcripts.
(c) The access required must be provided to the
following officials and/or entities:
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(1) The United States Department of Health
and Human Services or its designee;
(2) The Comptroller General of the United
States or its designee;
(3) Medicaid program personnel from HHSC
or its designee;
(4) The Office of Investigations and
Enforcement of HHSC;
(5) Any independent verification and
validation contractor or quality assurance
contractor, when acting on behalf of HHSC;
(6) The Office of the State Auditor of Texas
or its designee, -
(7) A State or Federal law enforcement
agency;
(8) A special or general investigating
committee of the Texas Legislature or its
designee; and
(9) Any other entity identified by HHSC.
(d) CONTRACTOR agrees to provide the
access described wherever CONTRACTOR
maintains such books, records, and supporting
documentation. CONTRACTOR further agrees to
provide such access in reasonable comfort and to
provide any furnishings, equipment, or other
conveniences deemed reasonably necessary to fulfill
the purposes described in this Section.
CONTRACTOR will require its subcontractors to
provide comparable access and accommodations.
Section 8.03 Audits of Services, DeWerables and
Inspections.
(a) Upon notice from HHSC, CONTRACTOR,
will provide, and will cause its subcontractors to
provide, such auditors and inspectors as HHSC may
from time to time designate, with access to:
(1) CONTRACTOR service locations,
facilities, or installations; and
(2) CONTRACTOR Software and
Equipment.
(b) CONTRACTOR must provide as part of the
Services any assistance that such auditors and
inspectors reasonably may require to complete such
audits or inspections.
Section 0.04 Response%ompllance with audit or
inspection findings.
(a) CONTRACTOR must take action to ensure
its or a subcontractor's compliance with or correction
of any finding of noncompliance with any law,
regulation, audit requirement, or generally accepted
accounting principle relating to the Services and
Deliverables or any other deficiency contained in any
audit, review, or inspection conducted under this
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
Article. This action will include CONTRACTOR'S
delivery to HHSC, for HHSC'S approval, a Corrective
Action Plan that addresses deficiencies identified in
any audit(s), review(s), or inspection(s) within thirty
(30) calendar days of the close of the audit(s),
review(s), or inspection(s).
(b) CONTRACTOR must bear the expense of
compliance with any finding of noncompliance under
this Section that is:
(1) Required by a Texas or Federal law,
regulation, rule or other audit requirement relating
to CONTRACTOR's business;
(2) Performed by CONTRACTOR as part of
the Services; or
(3) Necessary due to CONTRACTOR's
noncompliance with any law, regulation, rule or
audit requirement imposed on CONTRACTOR.
(c) As part of the Services, CONTRACTOR
must provide to HHSC upon request a copy of those
portions of CONTRACTOR's and its subcontractors'
internal audit reports relating to the Services and
Deliverables provided to the State under the
Agreement.
Section 8.06 Audit of CONTRACTOR fees.
(a) CONTRACTOR will provide, and will cause
its subcontractors to provide, to HHSC and its
designees access to such financial records and
supporting documentation reasonably requested by
HHSC.
(b) In addition to the normal monthly review and
payment of administrative vouchers, HHSC may audit
the Fees charged to HHSC to determine that such
Fees are accurate and in accordance with the
Agreement.
(c) If, as a result of such audit, HHSC
determines that CONTRACTOR has overcharged the
State, HHSC will notify CONTRACTOR of the amount
of such overcharge and CONTRACTOR will promptly
pay to HHSC the amount of the overcharge, plus
interest. Interest on such overpayment amount will be
calculated from the date of receipt by the
CONTRACTOR of the overcharged amount until the
date of payment to HHSC, and will be calculated at
the Department of Treasury's Median Rate (resulting
from the Treasury's auction of 13-week bills) for the
week in which liability is assessed, but in no event to
exceed the highest lawful rate of interest. In the event
any such audit reveals an overcharge to HHSC,
CONTRACTOR will reimburse HHSC for the cost of
such audit.
Section 8.06 SAO Audit
The CONTRACTOR understands that
acceptance of funds under this Contract acts as
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Version 1.3
acceptance of the authority of the State Auditor's
Office ("SAO"), or any successor agency, to conduct
an 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. The CONTRACTOR will ensure that this
clause concerning the authority to audit funds
received indirectly by subcontractors through
CONTRACTOR and the requirement to cooperate is
included in any subcontract it awards.
Article 9. Terms and Conditions of Payment
Section 9.01 Rights of set-off.
(a) General right of set-off.
With respect to any undisputed amount that a
Parry in good faith determines should be reimbursed
to it or is otherwise payable to it by the other Party
pursuant to this Agreement, the Party seeking the set-
off may deduct the entire amount owed against the
charges otherwise payable or expenses owed to it
under this Agreement until such time as the entire
amount determined to be owed has been paid.
(b) Duty to make payments.
HHSC will be relieved of its obligation to make
any payments to the CONTRACTOR until such time
as all such amounts have been credited to HHSC and
the CONTRACTOR will be relieved of its obligation to
make any payments to HHSC until such time as such
amounts have been credited to the CONTRACTOR.
Section 9.02 Expenses.
Except as provided in its Cost Proposal, all other
expenses incurred by the CONTRACTOR in
connection with its provision of the Services or
Deliverables will not be reimbursed by HHSC unless
agreed upon by HHSC. CONTRACTOR will be
responsible for payment of all expenses related to
salaries, benefits, employment taxes, and insurance
for its Staff. In addition, the costs associated with
transportation, delivery, and insurance for each
Deliverable will be paid for by CONTRACTOR.
Section 9.03 Disputed fees.
If HHSC disputes payment of all or any portion of
an invoice from the CONTRACTOR, HHSC will notify
the CONTRACTOR of such dispute and both Parties
will attempt in good faith to resolve the dispute. HHSC
shall not be required to pay any disputed portion of a
CONTRACTOR invoice. Notwithstanding any such
dispute, the CONTRACTOR must continue to perform
the Services and produce Deliverables in compliance
with the terms of this Agreement pending resolution of
such dispute so long as all undisputed amounts
continue to be paid to CONTRACTOR.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
Section 9.04 Liabillty for taxes.
HHSC is not responsible in any way for the
payment of any Federal, state or local taxes related to
or incurred in connection with the CONTRACTOR'S
performance of this Agreement. CONTRACTOR must
pay and discharge any and all such taxes, including
any penalties and interest. In addition, HHSC is
exempt from Federal excise taxes, and will not pay for
any personal property taxes or income taxes levied on
CONTRACTOR or on any taxes levied on employee
wages.
Section 9.05 Liability for employment -related
charges and benefits.
CONTRACTOR will perform work under this
Agreement as an independent contractor and not as
agent or representative of HHSC. CONTRACTOR is
solely and exclusively liable for all taxes and
employment -related charges incurred in connection
with the performance of this Agreement, HHSC will
not be liable for any employment -related charges or
benefits of CONTRACTOR, such as workers
compensation benefits, unemployment insurance and
benefits, or fringe benefits.
Section 9.06 No additional consideration.
CONTRACTOR will not be entitled to nor receive
from HHSC any additional consideration,
compensation, salary, wages, or any other type of
remuneration for services rendered under the
Agreement. Specifically, CONTRACTOR will not be
entitled by virtue of the Agreement to consideration in
the form of overtime, health insurance benefits,
retirement benefits, disability retirement benefits, sick
leave, vacation time, paid holidays, or other paid
leaves of absence of any type or kind whatsoever. In
addition, the costs associated with transportation,
delivery, and insurance relating to the
CONTRACTOR'S performance of this Agreement will
be paid for by the CONTRACTOR.
Section 9.07 No increase in charges.
CONTRACTOR will not increase Charges during
the term of the Agreement, except as specifically
authorized in Article 7.
Article 10. Disclosure and Confidentiality
of Information
Section 10.01 Confidentiality.
(a) CONTRACTOR and all subcontractors,
consultants, or agents under the Agreement must
treat all information that is obtained through
performance of the Services under the Agreement,
including, but not limited to, information relating to
applicants or recipients of HHSC Programs as
11 of 27
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Confidential Information to the extent that confidential
treatment is provided under law and regulations.
(b) CONTRACTOR is responsible for
understanding the degree to which information
obtained through performance of this Agreement is
confidential under State and Federal taw, regulations,
or administrative rules.
(c) CONTRACTOR and all subcontractors,
consultants, or agents under the Agreement may not
use any information obtained through performance of
this Agreement in any manner except as is necessary
to the proper discharge of obligations and securing of
rights under the Agreement.
(d) CONTRACTOR must have a system in
effect to protect all records and all other documents
deemed confidential under this Agreement that are
maintained in connection with the activities funded
under the Agreement. Any disclosure or transfer of
Confidential Information by CONTRACTOR, including
information required by HHSC, will be in accordance
with applicable law. If the CONTRACTOR receives a
request for information deemed confidential under this
Agreement, the CONTRACTOR will immediately
notify the State of such request, and will make
reasonable efforts to protect the information from
public disclosure.
(e) In addition to the requirements expressly
stated in this Section, CONTRACTOR must comply
with any policy, rule, or reasonable requirement of
HHSC that relates to the safeguarding or disclosure of
information relating to HHSC Programs recipients,
CONTRACTOR'S operations, or the CONTRACTOR
performance of the Agreement.
(f) In the event of the expiration of the
Agreement or termination of the Agreement for any
reason, all Confidential Information of a Party
disclosed to and all copies thereof made by the other
Party shall be returned to the disclosing Party or, at
the disclosing Party's option, erased or destroyed.
The recipient of the Confidential Information shall
provide the disclosing Party certificates evidencing
such destruction.
(g) The obligations in this Section shall not
restrict any disclosure by a Party pursuant to any
applicable law, or by order of any court or government
agency, provided that the disclosing Party shall give
prompt notice to the non -disclosing Party of such
order.
(h) With the exception of confidential HHSC
Program recipient or client information, Confidential
Information of a Party shall not be afforded the
protection of the Agreement if such data was:
(1) Already known to the receiving Party
without restrictions at the time of its disclosure by
the fumishing Party;
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(2) Independently developed by the
receiving Party without reference to the furnishing
Party's Confidential Information;
(3) Rightfully obtained by the other Party
without restriction from a third party after its
disclosure by the furnishing Party;
(4) Publicly available other than through the
fault or negligence of the other Party; or
(5) Released without restriction to anyone.
Section 10.02 Disclosure of HHSC's Confidential
Information.
(a) CONTRACTOR will immediately report to
HHSC any and all unauthorized disclosures or uses of
HHSC's Confidential Information of which it or its
subcontractor(s), consultant(s), or agent(s) is aware
or has knowledge. CONTRACTOR acknowledges
that any publication or disclosure of HHSC's
Confidential Information to others may cause
immediate and irreparable harm to HHSC and may
constitute a violation of State or federal laws. If
CONTRACTOR, its subcontractor(s), consultant(s), or
agent(s) should publish or disclose such Confidential
Information to others without authorization, HHSC will
immediately be entitled to injunctive relief or any other
remedies to which it is entitled under law or equity
without requiring a cure period as described in Article
11. HHSC will have the right to recover from
CONTRACTOR all damages and liabilities caused by
or arising from CONTRACTOR's, its subcontractors',
consultants', or agents' failure to protect HHSC's
Confidential Information. Contractor will defend with
counsel approved by HHSC, indemnify and hold
harmless HHSC from all damages, costs, liabilities,
and expenses (including without limitation reasonable
attorneys' fees and costs) caused by or arising from
CONTRACTOR's or its subcontractors', consultants'
or agents' failure to protect HHSC's Confidential
Information.
(b) CONTRACTOR will require its
subcontractor(s), consultant(s), and agent(s) to
comply with the terms of this provision.
Section 10.03 Requests for public Information.
(a) HHSC agrees that it will promptly notify
CONTRACTOR of a request for disclosure of public
information filed in accordance with the Texas Public
Information Act, Chapter 552 of the Texas
Government Code, that consists of the
CONTRACTOR'S Confidential Information, including
data to which CONTRACTOR has a proprietary or
commercial interest. HHSC will deliver a copy of the
request for public information to CONTRACTOR.
(b) With respect to any information that is the
subject of a request for disclosure, CONTRACTOR is
required to demonstrate to the Texas Office of
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Attorney General the specific reasons why the
requested information is confidential or otherwise
excepted from required public disclosure under law.
CONTRACTOR will provide HHSC, with copies of all
such communications.
(c) To the extent authorized under the Texas
Public Information Act, HHSC agrees to safeguard
from disclosure information received from
CONTRACTOR that the CONTRACTOR believes to
be Confidential Information. CONTRACTOR must
clearly mark such information as Confidential
Information or provide written notice to HHSC that it
considers the information confidential.
Section 10.04 Privileged Work Product.
(a) CONTRACTOR acknowledges that HHSC
asserts that Privileged Work Product may be
prepared in anticipation of litigation and that
CONTRACTOR is performing the Services with
respect of Privileged Work Product as an agent of
HHSC, and that all matter related thereto is protected
from disclosure by the Texas Rules of Civil
Procedure, Texas Rules of Evidence, Federal Rules
of Civil Procedure, or Federal Rules of Evidence.
(b) HHSC will notify CONTRACTOR of any
Privileged Work Product to which CONTRACTOR has
or may have access. After the CONTRACTOR is
notified or otherwise becomes aware that such
documents, data, database, or communications are
Privileged Work Product, only CONTRACTOR
personnel for whom such access is necessary for the
purposes of providing the Services may have access
to Privileged Work Product.
(c) If CONTRACTOR receives notice of any
judicial or other proceeding seeking to obtain access
to HHSC's Privileged Work Product, CONTRACTOR
will:
(1) Immediately notify HHSC; and
(2) Use all reasonable efforts to resist
providing such access.
(d) If CONTRACTOR resists disclosure of
HHSC's Privileged Work Product in accordance with
this Section, HHSC will, to the extent authorized
under Civil Practices and Remedies Code or other
applicable State law, have the right and duty to
represent CONTRACTOR in such resistance or to
retain counsel to so represent CONTRACTOR or to
reimburse CONTRACTOR for reasonable attorneys'
fees and expenses incurred in resisting such access.
(e) If a court of competent jurisdiction orders
CONTRACTOR to produce documents, disclose data,
or otherwise breach the confidentiality obligations
imposed in the Agreement, or otherwise with respect
to maintaining the confidentiality, proprietary nature,
and secrecy of Privileged Work Product,
Contractual Document (CO)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
CONTRACTOR will not be liable for breach of such
obligation.
Section 10.06 Unauthorized acts.
Each Party agrees to:
(1) Notify the other Party promptly of any
unauthorized possession, use, or knowledge, or
attempt thereof, of any Confidential Information by
any person or entity that may become known to it;
(2) Promptly furnish to the other Party full details
of the unauthorized possession, use, or knowledge, or
attempt thereof, and use reasonable efforts to assist
the other Party in investigating or preventing the
reoccurrence of any unauthorized possession, use, or
knowledge, or attempt thereof, of Confidential
Information;
(3) Cooperate with the other Party in any
litigation and investigation against third Parties
deemed necessary by such Party to protect its
proprietary rights; and
(4) Promptly prevent a reoccurrence of any such
unauthorized possession, use, or knowledge of
Confidential Information.
Section 10.06 Legal action.
Neither party may commence any legal action or
proceeding in respect to any unauthorized
possession, use, or knowledge, or attempt thereof, of
Confidential Information by any person or entity,
which action or proceeding identifies the other Party
or its Confidential Information without such Party's
consent.
Article 11. Remedies and Disputes
Section 11.01 Understanding and expectations.
The remedies described in this Section are
directed to CONTRACTOR's timely and responsive
performance of the Services and production of
Deliverables, and to the creation of a flexible and
responsive relationship between the Parties.
Section 11.02 Tailored remedies.
(a) Understanding of the Parties.
CONTRACTOR agrees and understands that
HHSC may pursue tailored contractual remedies for
noncompliance with the Agreement. At any time and
at its discretion, HHSC may impose or pursue one or
more remedies for each item of noncompliance and
will determine remedies on a case -by -case basis.
HHSC's pursuit or non -pursuit of a tailored remedy
does not constitute a waiver of any other remedy that
HHSC may have at law or equity.
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(b) Notice and opportunity to cure for non -material
breach.
(1) HHSC will notify CONTRACTOR in writing of
specific areas of CONTRACTOR performance that fail
to meet performance expectations, standards, or
schedules, but that, in the determination of HHSC, do
not result in a material deficiency or delay in the
implementation or operation of the Services.
(2) CONTRACTOR will, within three (3) business
days (or another date approved by HHSC) of receipt
of written notice of a non -material deficiency, provide
the HHSC Project Manager a written response that:
(A) Explains the reasons for the deficiency,
CONTRACTOR's plan to address or cure the
deficiency, and the date and time by which the
deficiency will be cured; or
(B) If CONTRACTOR disagrees with
HHSC's findings, its reasons for disagreeing with
HHSC's findings.
(3) CONTRACTOR's proposed cure of a non-
material deficiency is subject to the approval of
HHSC. CONTRACTOR's repeated commission of
non -material deficiencies or repeated failure to
resolve any such deficiencies may be regarded by
HHSC as a material deficiency and entitle HHSC to
pursue any other remedy provided in the Agreement
or any other appropriate remedy HHSC may have at
law or equity.
(c) Corrective action plan.
(1) At its option, HHSC may require
CONTRACTOR to submit to HHSC a detailed written
plan (the "Corrective Action Plan") to correct or
resolve a material breach of this Agreement.
(2) The Corrective Action Plan must provide:
(A) A detailed explanation of the
reasons for the cited deficiency:
(B) CONTRACTOR's assessment or
diagnosis of the cause; and
(C) A specific proposal to cure or
resolve the deficiency.
(3) The Corrective Action Plan must be
submitted by the deadline set forth in HHSC's request
for a Corrective Action Plan. The Corrective Action
Plan is subject to approval by HHSC, which will not
unreasonably be withheld.
(4) HHSC will notify CONTRACTOR in writing of
HHSC's final disposition of HHSC's concerns. If
HHSC accepts CONTRACTOR's proposed Corrective
Action Plan, HHSC may:
(A) Condition such approval on
completion of tasks in the order or priority
that HHSC may prescribe;
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(B) Disapprove portions of
CONTRACTOR's proposed Corrective
Action Plan; or
(C) Require additional or different
corrective action(s).
(5) At any time during this process, HHSC
reserves the right to:
(A) Suspend all, or part of, the
Agreement, and to withhold further payment
for the suspended portions of the
Agreement; or
(B) Prohibit CONTRACTOR from
incurring additional obligations of funds
during investigation of the alleged breach
and pending corrective action, if necessary,
by CONTRACTOR or a decision by HHSC to
terminate for cause.
(6) If HHSC rejects CONTRACTOR's written
explanation or proposed Corrective Action Plan,
HHSC may issue a Stop Work Order to
CONTRACTOR or any of its subcontractors or
suppliers. HHSC may delay the implementation of
the Stop Work Order if it affects the completion of any
of the Services in accordance with the approved
Schedule or Work Plan.
(7) HHSC's acceptance of a Corrective Action
Plan under this Section will not:
(A) Excuse CONTRACTOR's prior
substandard performance;
(B) Relieve CONTRACTOR of its duty
to comply with performance standards; or
(C) Prohibit HHSC from assessing
additional tailored remedies or pursuing
other appropriate remedies for continued
substandard performance.
(d) Administrative remedies.
(1) At its discretion, HHSC may impose one or
more of the following remedies for each item of
noncompliance and will determine the scope and
seventy of the remedy on a case -by -case basis:
(A) Assess liquidated damages in
accordance with the terms of this
Agreement;
(B) Conduct accelerated monitoring of
the CONTRACTOR. Accelerated monitoring
includes more frequent or more extensive
monitoring by HHSC or its agent;
(C) Require additional, more detailed,
financial and/or programmatic reports to be
submitted by CONTRACTOR;
(D) Decline to renew or extend the
Agreement; or
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(E) Terminate the Agreement in
accordance with Section 11.03.
(2) For purposes of the Agreement, an item of
noncompliance means a specific action of
CONTRACTOR that:
(A) Violates a provision of the
Agreement;
(B) Fails to meet an agreed measure of
performance; or
(C) Represents a failure of
CONTRACTOR to be reasonably responsive
to a reasonable request of HHSC relating to
the Services for information, assistance, or
support within the timeframe specified by
HHSC.
(3) HHSC will provide notice to CONTRACTOR
of the imposition of an administrative remedy in
accordance with this Section, with the exception of
accelerated monitoring, which may be unannounced.
HHSC may require CONTRACTOR to file a written
response in accordance with this Section.
(4) The Parties agree that a State or Federal
statute, rule, regulation, or Federal guideline will
prevail over the provisions of this Section unless the
statute, rule, regulation, or guidelines can be read
together with this Section to give effect to both.
(e) Damages.
(1) HHSC will be entitled to actual and
consequential damages resulting from the
CONTRACTOR'S failure to comply with any of the
terms of the Agreement. In some cases, the actual
damage to HHSC or the State of Texas as a result of
CONTRACTOR'S failure to meet any aspect of the
responsibilities of the Agreement and/or to meet
specific performance standards set forth in the
Agreement are difficult or impossible to determine
with precise accuracy. Therefore, liquidated damages
will be assessed in writing against and paid by the
CONTRACTOR for failure to meet any aspect of the
responsibilities of the Agreement and/or to meet the
specific performance standards identified by the
HHSC. Liquidated damages will be assessed if
HHSC determines such failure is the fault of the
CONTRACTOR (including the CONTRACTOR'S
subcontractors and/or consultants) and is not
materially caused or contributed to by HHSC or its
agents. If at any time, HHSC determines the
CONTRACTOR has not met any aspect of the
responsibilities of the Agreement and/or the specific
performance standards due to mitigating
circumstances, HHSC reserves the right to waive all
or part of the liquidated damages. All such waivers
must be in writing, contain the reasons for the waiver,
and be signed by the appropriate executive of HHSC.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(2) The liquidated damages prescribed in this
Section are not intended to be in the nature of a
penalty, but are intended to be reasonable estimates
of HHSC's projected financial loss and damage
resulting from the CONTRACTOR's nonperformance,
including financial loss as a result of project delays.
Accordingly, in the event CONTRACTOR fails to
perform in accordance with the Agreement, HHSC
may assess liquidated damages as provided in this
Section.
(3) If CONTRACTOR fails to perform any of the
Services described in the Agreement, HHSC may
assess liquidated damages for each occurrence of a
liquidated damages event, to the extent consistent
with HHSC's tailored approach to remedies and
Texas law.
(4) HHSC may elect to collect liquidated
damages:
(A) Through direct assessment and
demand for payment delivered to
CONTRACTOR; or
(B) By deduction of amounts assessed
as liquidated damages as set-off against
payments then due to CONTRACTOR for
the Services or Deliverables or that become
due at any time after assessment of the
liquidated damages. HHSC will make
deductions until the full amount payable by
the CONTRACTOR is received by the State.
(f) Equitable Remedies
(1) CONTRACTOR acknowledges that, if
CONTRACTOR breaches (or attempts or threatens to
breach) its obligation under this Agreement, the State
will be irreparably harmed. In such a circumstance,
HHSC may proceed directly to court.
(2) If a court of competent jurisdiction finds that
CONTRACTOR breached (or attempted or threatened
to breach) any such obligations, CONTRACTOR
agrees that without any additional findings of
irreparable injury or other conditions to injunctive
relief, it will not oppose the entry of an appropriate
order compelling performance by CONTRACTOR and
restraining it from any further breaches (or attempted
or threatened breaches).
(g) Suspension of Agreement
(1) HHSC may suspend performance of all or
any part of the Agreement if:
(A) HHSC determines that
CONTRACTOR has committed a material
breach of the Agreement;
(B) HHSC has reason to believe that
CONTRACTOR has committed, assisted in
the commission of, or failed to take
appropriate action concerning fraud, abuse,
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malfeasance, misfeasance, or nonfeasance
by any party concerning the Agreement; or
(C) HHSC determines that suspension
of the Agreement in whole or in part is
convenient or in the best interests of the
State of Texas or the HHSC Programs.
(2) HHSC will notify CONTRACTOR in writing of
its intention to suspend the Agreement in whole or in
part. Such notice will:
(A) Be delivered in writing to
CONTRACTOR;
(B) Include a concise description of the
facts or matter leading to HHSC's decision;
and
(C) Unless HHSC is suspending the
contract for convenience, request a
Corrective Action Plan from CONTRACTOR
or describe actions that CONTRACTOR may
take to avoid the contemplated suspension
of the Agreement.
Section 11.03 Termination of Agreement
In addition to other provisions of this article
allowing termination, this Agreement will terminate
upon the Expiration Date unless extended in
accordance with the terms of this Agreement, or
terminated sooner under the terms of this Agreement.
Prior to completion of the Initial Term and any
extensions or renewal thereof, all or a part of this
Agreement may be terminated for any of the following
reasons:
(a) Termination by mutual agreement of the Panties.
This Agreement may be terminated by mutual
agreement of the Parties. Such agreement must be
in writing.
(b) Termination in the best interest of the State.
HHSC may terminate the Agreement at any time
when, in its sole discretion, HHSC determines that
termination is in the best interests of the State of
Texas. The termination will be effective on the date
specified in HHSC's notice of termination.
(c) Termination for cause.
HHSC reserves the right to terminate this
Agreement, in whole or in part, upon the following
conditions:
(1) Assignment for the benefit of creditors,
appointment of receiver, or inability to pay debts.
HHSC may terminate this Agreement if
CONTRACTOR:
(A) Makes an assignment for the benefit
of its creditors;
(B) Admits in writing its inability to pay
its debts generally as they become due; or
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(C) Consents to the appointment of a
receiver, trustee, or liquidator of
CONTRACTOR or of all or any part of its
property.
(2) Failure to adhere to laws, rules,
ordinances, or orders.
HHSC may terminate this Agreement if a
court of competent jurisdiction finds
CONTRACTOR failed to adhere to any laws,
ordinances, rules, regulations or orders of any
public authority having jurisdiction and such
violation prevents or substantially impairs
performance of CONTRACTOR's duties under
this Agreement.
(3) Breach of confidentiality.
HHSC may terminate this Agreement if
CONTRACTOR breaches confidentiality laws
with respect to the Services and Deliverables
provided under this Agreement.
(4) Failure to maintain adequate personnel
or resources.
HHSC may terminate this Agreement if, after
providing notice and an opportunity to correct,
HHSC determines that CONTRACTOR has failed
to supply personnel or resources and such failure
results in CONTRACTOR's inability to fulfill its
duties under this Agreement.
(5) Termination for gifts and gratuities.
(A) HHSC may terminate this
Agreement following the determination by a
competent judicial or quasi-judicial authority
and CONTRACTOR's exhaustion of all legal
remedies that CONTRACTOR, its
employees, agents or representatives have
either offered or given any thing of value an
officer or employee of HHSC or the State of
Texas in violation of state law.
(B) CONTRACTOR must include a
similar provision in each of its subcontracts
and shall enforce this provision against a
subcontractor who has offered or given any
thing of value to any of the persons or
entities described in this Section, whether or
not the offer or gift was in CONTRACTOR's
behalf.
(C) Termination of a subcontract by
CONTRACTOR pursuant to this provision
will not be a cause for termination of the
Agreement unless:
(1) CONTRACTOR fails to replace
such terminated subcontractor within a
reasonable time; and
(2) Such failure constitutes Cause
as described in this Section.
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(D) For purposes of this Section, a
"thing of value" means any item of tangible
or intangible property that has a monetary
value of more than $50.00 and includes, but
is not limited to, cash, food, lodging,
entertainment, and charitable contributions.
The term does not include contributions to
holders of public office or candidates for
public office that are paid and reported in
accordance with State and/or Federal law.
(6) Termination for non -appropriation of funds.
Notwithstanding any other provision of
this Agreement, if funds for the continued
fulfillment of this Agreement by HHSC are at
any time not forthcoming or are insufficient,
through failure of any entity to appropriate
funds or otherwise, then HHSC will have the
right to terminate this Agreement at no
additional cost and with no penalty
whatsoever by giving prior written notice
documenting the lack of funding.
(7) Judgment and execution.
(A) HHSC may terminate the Agreement if
judgment for the payment of money in excess of
$500,000.00 that is not covered by insurance, is
rendered by any court or governmental body
against CONTRACTOR, and CONTRACTOR
does not:
(1) Discharge the judgment or provide
for its discharge in accordance with the
terms of the judgment;
(2) Procure a stay of execution of the
judgment within 30 days from the date of
entry thereof; or
(3) Perfect an appeal of such judgment
and cause the execution of such judgment to
be stayed during the appeal, providing such
financial reserves as may be required under
generally accepted accounting principles.
(B) If a writ or warrant of attachment or any
similar process is 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 30 days after its entry, HHSC
may terminate the Agreement in accordance with
this Section.
(8) Termination forinsolvency.
(A) HHSC may terminate the Agreement if
CONTRACTOR:
(1) Files for bankruptcy;
(2) Becomes or is declared insolvent, or
is the subject of any proceedings related to
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject; HHSC Uniform Contract Terms & Conditions
its liquidation, insolvency, or the appointment
of a receiver or similar officer for it;
(3) Makes an assignment for the benefit
of all or substantially all of its creditors; or
(4) Enters into an Agreement for the
composition, extension, or readjustment of
substantially all of its obligations.
(B) CONTRACTOR agrees to pay for all
reasonable expenses of HHSC including the cost
of counsel, incident to:
(1) The enforcement of payment of all
obligations of the CONTRACTOR by any
action or participation in, or in connection
with a case or proceeding under Chapters 7,
11, or 13 of the United States Bankruptcy
Code, or any successor statute;
(2) A case or proceeding involving a
receiver or other similar officer duly
appointed to handle the CONTRACTOR's
business; or
(3) A case or proceeding in a State
court initiated by HHSC when previous
collection attempts have been unsuccessful.
(9) Termination for CONTRACTOR'S material
breach of the Agreement.
HHSC will have the right to terminate the
Agreement in whole or in part if HHSC
determines, at its sole discretion, that
CONTRACTOR has materially breached the
Agreement,
Section 11.04 Effective date of termination.
Except as otherwise provided in this Agreement,
termination will be effective as of the date specified in
the notice of termination.
Section 11.05 Extension of termination effective
date.
HHSC may extend the effective date of
termination one or more times as it elects, in its sole
discretion.
Section 11.06 Payment and other provisions at
Agreement termination.
(a) If HHSC terminates this Agreement, HHSC
will pay CONTRACTOR on the effective date of
termination (or as soon as possible thereafter taking
into account appropriation and fund accounting
requirements) any undisputed amounts due for all
completed, approved, and accepted Services or
Deliverables.
(b) HHSC further agrees to negotiate in good
faith with CONTRACTOR to equitably adjust and
settle any accrued or outstanding liabilities for any
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unaccepted Service or deliverable and Change Order
that
(1) Is due or delivered prior to or upon
contract termination;
(2) Is complete or substantially complete, or
for which CONTRACTOR can document to the
satisfaction of HHSC substantial progress; and
(3) Benefits HHSC or the State of Texas,
notwithstanding its unaccepted status.
(c) CONTRACTOR must provide HHSC all
reasonable access to records, facilities, and
documentation as is required to efficiently and
expeditiously close out the Services under this
Agreement.
(d) CONTRACTOR must prepare a turnover
plan, which is acceptable to and approved by HHSC.
That tumover plan will be implemented during the
time period between receipt of notice and the
termination date.
Section 11.07 Modiffcation of Agreement in the
event of remedies.
HHSC may propose a modification of this
Agreement in response to the imposition of a remedy
under this article. Any modifications under this
Section must be reasonable, limited to the matters
causing the exercise of a remedy, and in writing.
CONTRACTOR must negotiate such proposed
modifications in good faith.
Section 11.08 Turnover assistance.
Upon receipt of notice of termination of the
Agreement by HHSC, CONTRACTOR will provide
any turnover assistance reasonably necessary to
enable HHSC or its designee to effectively close out
the Agreement and move the work to another vendor
or to perform the work by itself.
Section 11.09 Rights upon termination or
expiration of Agreement.
Ih the event that the Agreement is terminated for
any reason, or upon its expiration, HHSC will, at
HHSC's discretion, retain ownership of any and all
associated work products, Deliverables and/or
Documentation in whatever form that they exist.
Section 11.10 CONTRACTORresponsibift for
associated costs.
If HHSC terminates the Agreement for Cause,
the CONTRACTOR will be responsible to HHSC for
all costs incurred by HHSC, the State of Texas, or any
of its administrative agencies to replace the
CONTRACTOR. These costs include, but are not
limited to, the costs of procuring a substitute vendor
and the cost of any claim or litigation that is
reasonably attributable to CONTRACTOR' failure to
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
perform any Service in accordance with the terms of
the Agreement
Section 11.11 Dispute resolution.
(a) General agreement of the Parties.
The Parties mutually agree that the interests of
fairness, efficiency, and good business practices are
best served when the Parties employ all reasonable
and informal means to resolve any dispute under this
Agreement. The Parties express their mutual
commitment to using all reasonable and informal
means of resolving disputes prior to invoking a
remedy provided elsewhere in this Section.
(b) Duty to negotiate in good faith.
Any dispute that in the judgment of any Party to
this Agreement may materially or substantially affect
the performance of any Party will be reduced to
writing and delivered to the other Party. The Parties
must then negotiate in good faith and use every
reasonable effort to resolve such dispute and the
Parties shall not resort to any formal proceedings
unless they have reasonably determined that a
negotiated resolution is not possible. The resolution of
any dispute disposed of by agreement between the
Parties shall be reduced to writing and delivered to all
Parties within ten (10) business days.
(c) Claims for breach of Agreement.
(1) General requirement. As required by
Chapter 2260, Government Code, CONTRACTOR's
claim for breach of this Agreement must resolved in
accordance with the dispute resolution process
established by HHSC in accordance with Chapter
2260, Government Code.
(2) Negotiation of claims. The Parties expressly
agree that the CONTRACTOR's claim for breach of
this Agreement that the Parties cannot resolve in the
ordinary course of business or through the use of all
reasonable and informal means will be submitted to
the negotiation process provided in Chapter 2260,
Subchapter B, Government Code.
(A) To initiate the process, CONTRACTOR
must submit written notice to HHSC that
specifically states that CONTRACTOR invokes
the provisions of Chapter 2260, Subchapter B,
Government Code. The notice must comply with
the requirements of Title 1, Chapter 392,
Subchapter B of the Texas Administrative Code.
(B) The Parties expressly agree that the
CONTRACTOR's compliance with Chapter 2260,
Subchapter B, Government Code, will be a
condition precedent to the filing of a contested
case proceeding under Chapter 2260,
Subchapter C, of the Government Code.
(3) Contested case proceedings. The contested
case process provided in Chapter 2260, Subchapter
Version 1.3
C, Government Code, will be CONTRACTOR's sole
and exclusive process for seeking a remedy for any
and all alleged breaches of contract by HHSC if the
Parties are unable to resolve their disputes under
Subsection (c)(2) of this Section.
(A) The Parties expressly agree that
compliance with the contested case process
provided in Chapter 2260, Subchapter C,
Government Code, will be a condition precedent
to seeking consent to sue from the Texas
Legislature under Chapter 107, Civil Practices &
Remedies Code. Neither the execution of this
Agreement by HHSC nor any other conduct of
any representative of HHSC relating to this
Agreement shall be considered a waiver of the
State's sovereign immunity to suit.
(4) HHSC rules. The submission, processing
and resolution of CONTRACTOR's claim is governed
by the rules adopted by HHSC pursuant to Chapter
2260, Government Code, found at Title 1, Chapter
392, Subchapter B of the Texas Administrative Code.
(5) CONTRACTOR's duty to perform. Neither
the occurrence of an event constituting an alleged
breach of contract nor the pending status of any claim
for breach of contract is grounds for the suspension of
performance, in whole or in part, by CONTRACTOR
of any duty or obligation with respect to the
performance of this Agreement. Any changes to the
Agreement as a result of a Dispute Resolution will be
implemented in accordance with Article 8,
Amendments, Modifications and Change Orders.
Section 11.12 Liability of CONTRACTOR.
(a) CONTRACTOR bears all risk of loss or
damage due to:
(1) Defects in products, Services or
Deliverables;
(2) Unfitness or obsolescence of products,
Services or Deliverables; or
(3) The negligence or intentional misconduct
of CONTRACTOR or its employees, agents,
subcontractors, or representatives.
(b) CONTRACTOR must, at the
CONTRACTOR's own expense, defend with counsel
approved by the State, indemnify, and hold harmless
the State and State employees, officers, directors,
contractors and agents from and against any losses,
liabilities, damages, penalties, costs, fees, including
without limitation reasonable attorneys' fees, and
expenses from any claim or action for property
damage, bodily injury or death, to the extent caused
by or arising from the negligence or intentional
misconduct of the CONTRACTOR and its
employees, officers, agents, or subcontractors.
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Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(c) CONTRACTOR will not be liable to HHSC
for any loss, damages or liabilities attributable to or
arising from:
(1) The failure of HHSC or any state agency
or HHSC CONTRACTOR to perform a service or
activity in connection with this Agreement; or
(2) CONTRACTOR's prudent and diligent
performance of the Services in compliance with
instructions given by HHSC in accordance with
Section 1.03 (relating to implied authority) and
Section 3.03 (relating to delegation of authority)
of this Agreement.
(d) CONTRACTOR will ship all Equipment and
Software purchased and Third Party Software
licensed pursuant to the Agreement, freight prepaid,
FOB HHSC's destination. The method of shipment
will be consistent with the nature of the Equipment
and Software and hazards of transportation.
Regardless of FOB point, CONTRACTOR agrees to
bear all risks of loss, damage, or destruction of
Deliverables, in whole or in part, ordered hereunder
that occurs prior to Acceptance, except loss or
damage attributable to HHSC's fault or negligence;
and such loss, damage, .or destruction will not release
CONTRACTOR from any obligation hereunder. After
Acceptance, the risk of loss or damage will be borne
by HHSC, except loss or damage attributable to
CONTRACTOR's fault or negligence.
Article 12. Assurances and Certifications
Section 12.01 Proposal certifications.
CONTRACTOR acknowledges its continuing
obligation to comply with the requirements of the
following certifications contained in its Proposal, and
will immediately notify HHSC of any changes in
circumstances affecting these certifications:
(1) Federal lobbying;
(2) Debarment and suspension;
(3) Child support; and
(4) Nondisclosure statement,
Section 12.02 Conflicts of Interest
(a) Representation.
CONTRACTOR agrees to comply with
applicable state and federal laws, rules, and
regulations regarding conflicts of interest in the
performance of its duties under this Agreement.
CONTRACTOR warrants that it has no interest and
will not acquire any direct or indirect interest that
would conflict in any manner or degree with its
performance under this Agreement.
(b) General duty regarding conflicts of interest.
CONTRACTOR will establish safeguards to
prohibit employees from using their positions for a
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purpose that constitutes or presents the appearance
of personal or organizational conflict of interest, or
personal gain. CONTRACTOR will operate with
complete independence and objectivity without actual,
potential or apparent conflict of interest with respect to
the activities conducted under this Agreement with the
State of Texas.
Section 12.03 Organizational conflicts of Interest.
(a) Definition.
An organizational conflict of interest is a set of
facts or circumstances, a relationship, or other
situation under which a contractor, or a subcontractor
has past, present, or currently planned personal or
financial activities or interests that either directly or
indirectly:
(1) Impairs or diminishes the offerors,
contractor's, or subcontractor's ability to render
impartial or objective assistance or advice to
HHSC; or
(2) Provides the contractor or subcontractor
an unfair competitive advantage in future HHSC
procurements.
(b) Warranty.
Except as otherwise disclosed and approved by
HHSC prior to the Effective Date of the Contract,
CONTRACTOR warrants that, as of the Effective
Date and to the best of its knowledge and belief, there
are no relevant facts or circumstances that could give
rise to organizational conflict of interest affecting this
Agreement. CONTRACTOR affirms that it has
neither given, nor intends to give, at any time
hereafter, any economic opportunity, future
employment, gift, loan, gratuity, special discount, trip,
favor, or service to a public servant or any employee
or representative of same, at any time during the
procurement process or in connection with the
procurement process except as allowed under
relevant state and federal law.
(c) Continuing duty to disclose.
(1) CONTRACTOR agrees that, if after the
Effective Date, CONTRACTOR discovers is
made aware of an organizational conflict of
interest, CONTRACTOR will immediately and
fully disclose such interest in writing to the HHSC
project manager. In addition, CONTRACTOR
must promptly disclose any relationship that
might be perceived or represented as a conflict
after its discovery by CONTRACTOR or by
HHSC as a potential conflict. HHSC reserves
the right to make a final determination regarding
the existence of conflicts of interest, and
CONTRACTOR agrees to abide by HHSC's
decision.
(2) The disclosure will include a description
of the action(s) that CONTRACTOR has taken or
proposes to take to avoid or mitigate such
conflicts.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms $ Conditions
(d) Remedy.
If HHSC determines that an organizational
conflict of interest exists, HHSC may, at its discretion,
terminate the contract. If HHSC determines that
CONTRACTOR was aware of an organizational
conflict of interest before the award of this Agreement
and did not disclose the conflict to the contracting
officer, such nondisclosure will be considered a
material breach of the Agreement. Furthermore, such
breach may be submitted to the Office of the Attorney
General, Texas Ethics Commission, or appropriate
State or Federal law enforcement officials for further
action.
(e) Flow down obligation.
CONTRACTOR must include the provisions of
this Section 12.03 in all subcontracts for work to be
performed similar to the service provided by
CONTRACTOR, and the terms "Agreement,"
"CONTRACTOR," and "project manager" modified
appropriately to preserve the State's rights.
Section 12.04 HHSC personnel recruitment
prohibition.
CONTRACTOR has not retained or promised to
retain any person or company, or utilized or promised
to utilize a consultant that participated in HHSC's
development of specific criteria of the Agreement or
who participated in the selection of the
CONTRACTOR for this Agreement.
CONTRACTOR will not recruit or employ any
HHSC professional or technical personnel who have
worked on projects relating to the subject matter of
this Agreement, or who have had any influence on
decisions affecting the subject matter of this
Agreement, for two (2) years following the completion
of this Agreement.
Section 12.06 Anti -kickback provision.
CONTRACTOR certifies that it will comply with
the Anti -Kickback Act of 1986, 41 USC §51-58 and
Federal Acquisition Regulation 52.203-7.
Section 12.06 Debt or back taxes owed to the
State of Texas.
In accordance with Section 403.055 of the
Government Code, CONTRACTOR agrees that any
payments due to CONTRACTOR under the
Agreement will be first applied toward any debt and/or
back taxes CONTRACTOR owes the State of Texas.
CONTRACTOR further agrees that payments will be
so applied until such debts and back taxes are paid in
full.
Section 12.07 Certification regarding status of
license, certificate, or permit.
Article IX, Section 163 of the General
Appropriations Act for the 1998/1999 state fiscal
Version 1.3
biennium prohibits an agency that receives an
appropriation under either Article II or V of the
General Appropriations Act from awarding a
Agreement with the owner, operator, or administrator
of a facility that has had a license, certificate, or
permit revoked by another Article II or agency.
CONTRACTOR certifies it is not ineligible for an
award under this provision.
Section 12.08 Outstanding debts and judgments.
CONTRACTOR certifies that it is not presently
indebted to the State of Texas, and that
CONTRACTOR is not subject to an outstanding
judgment in a suit by the State of Texas against
CONTRACTOR for collection of the balance. For
purposes of this Section, an indebtedness is any
amount sum of money that is due and owing to the
State of Texas and is not currently under dispute. A
false statement regarding CONTRACTOR's status will
be treated as a material breach of this Agreement and
may be grounds for termination at the option of
HHSC.
Article 13. Representations and Warranties
Section 13.01 Authorization.
(a) The execution, delivery and performance of
this Agreement has been duly authorized by
CONTRACTOR and no approval, authorization or
consent of, any governmental or regulatory agency is
required to be obtained in order for CONTRACTOR to
enter into this Agreement and perform its obligations
under this Agreement.
(b) CONTRACTOR has obtained all licenses,
certifications, permits, and authorizations necessary
to perform the Services under this Agreement and
currently is in good standing with all regulatory
agencies that regulate any or all aspects of
CONTRACTOR's performance of this Agreement.
CONTRATOR will maintain all required certifications,
licenses, permits, and authorizations during the term
of this Agreement.
Section 13.02 Ability to perform.
CONTRACTOR warrants that it has the financial
resources to fund the capital expenditures required
under the Agreement without advances by HHSC or
assignment of any payments by HHSC to a financing
source.
Section 13.03 Workmanship and performance.
(a) All Services and Deliverables provided under
this Agreement will be provided in a manner
consistent with the standards of quality and integrity
as outlined in this Agreement, the RFP, and
CONTRACTOR's Proposal.
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Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(b) All Services and Deliverables must meet or
exceed the required levels of performance specified in
or pursuant to this Agreement, and will meet or
exceed HHSC's Missions and Objectives, as set forth
in the RFP.
(c) CONTRACTOR will perform the Services in a
workmanlike manner, in accordance with best
practices and high professional standards used in
well -managed operations performing services similar
to the services described in this Agreement.
Section 13.04 Warranty of deliverables.
CONTRACTOR warrants that Deliverables
developed and delivered under this Agreement will
meet the Specifications as described in the
Agreement during the period following its acceptance
by HHSC, through the term of the Agreement,
including any extensions as provided in the
Agreement, that are subsequently negotiated by
CONTRACTOR and HHSC. CONTRACTOR will
promptly repair or replace any such Deliverables not
in compliance with this warranty at no charge to
HHSC.
Section 13.05 Manufacturers' warranties.
CONTRACTOR assigns to HHSC all of the
manufacturers' warranties and indemnities relating to
all products, including without limitation, Third Party
Software to the extent CONTRACTOR is permitted by
the manufacturers to make such assignments to
HHSC. Such assignment is subject to all of the terms
and conditions imposed by the manufacturers with
respect thereto.
Section 13.06 Compliance with Agreement.
CONTRACTOR will not take any action
substantially or materially inconsistent with any of the
terms and conditions set forth in this Agreement
without the express written approval of HHSC.
Article 14. Intellectual Property
Section 14.01 Infringement and misappropriation.
(a) CONTRACTOR warrants that all
Deliverables provided by CONTRACTOR will not
infringe or misappropriate any right of, and will be free
of any claim of, any third person or entity based on
copyright, patent, trade secret, or other intellectual
property rights.
(b) CONTRACTOR will, at its expense, defend
with counsel approved by HHSC, indemnify, and hold
harmless HHSC, its employees, officers, directors,
contractors, and agents from and against any losses,
liabilities, damages, penalties, costs, fees, including
without limitation reasonable attorneys' fees and
expenses, from any claim or action against HHSC
that is based on a claim of breach of the warranty set
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forth in the preceding paragraph. HHSC will promptly
notify CONTRACTOR in writing of the claim, provide
CONTRACTOR a copy of all information received by
HHSC with respect to the claim, and cooperate with
CONTRACTOR in defending or settling the claim.
(c) In case the Deliverables, or any one or part
thereof, is in such action held to constitute an
infringement or misappropriation, or the use thereof is
enjoined or restricted or if a proceeding appears to
CONTRACTOR to be likely to be brought,
CONTRACTOR will, at its own expense, either:
(1) Procure for HHSC the right to continue
using the Deliverables; or
(2) Modify or replace the Deliverables to
comply with the Specifications and to not violate
any intellectual property rights.
If neither of the alternatives set forth in (1) or (2)
above are available to the CONTRACTOR on
commercially reasonable terms, CONTRACTOR may
require that HHSC return the allegedly infringing
Deliverable(s) in which case CONTRACTOR will
refund all amounts paid for all such Deliverables.
Section 14.02 Exceptions.
CONTRACTOR is not responsible for any
claimed breaches of the warranties set forth in
Section 14.01 to the extent caused by:
(a) Modifications made to the item in question
by anyone other than CONTRACTOR or its
subcontractors or HHSC or its Contractors working at
CONTRACTOR's direction or in accordance with the
specifications; or
(b) The combination, operation, or use of the
item with other items if CONTRACTOR did not supply
or approve for use with the item; or
(c) HHSC's failure to use any new or corrected
versions of the item made available by
CONTRACTOR.
Article 15. Liability
Section 15.01 Property damage.
(a) CONTRACTOR will protect HHSC's real and
personal property from damage arising from
CONTRACTOR's, its agent's, employees' and
subcontractors' performance of the Agreement, and
CONTRACTOR will be responsible for any loss,
destruction, or damage to HHSC's property that
results from or is caused by CONTRACTOR's, its
agents', employees' or subcontractors' negligent or
wrongful acts or omissions. Upon the loss of,
destruction of, or damage to any property of HHSC,
CONTRACTOR will notify the HHSC Project Manager
thereof and, subject to direction from the Project
Manager or her or his designee, will take all
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
reasonable steps to protect that property from further
damage.
(b) CONTRACTOR agrees to observe and
encourage its employees and agents to observe
safety measures and proper operating procedures at
HHSC sites at all times.
(c) CONTRACTOR will distribute a policy
statement to all of its employees and agents that
directs the employee or agent to immediately report to
HHSC or to CONTRACTOR any special defect or
unsafe condition encountered while on HHSC
premises. CONTRACTOR will immediately report to
HHSC any special defect or an unsafe condition it
encounters or otherwise learns about.
Section 16.02 Risk of Loss.
During the period Deliverables are in transit and
in possession of CONTRACTOR, its carriers or HHSC
prior to being accepted by HHSC, CONTRACTOR
will bear the risk of loss or damage thereto, unless
such loss or damage is caused by the negligence or
intentional misconduct of HHSC. After HHSC accepts
a Deliverable, the risk of loss or damage to the
Deliverable will be bome by HHSC, except loss or
damage attributable to the negligence or intentional
misconduct of CONTRACTOR's agents, employees
or subcontractors.
Section 16.03 Limitation of HHSC's Liability.
HHSC WILL NOT BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES UNDER CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHER
LEGAL THEORY. THIS WILL APPLY
REGARDLESS OF THE CAUSE OF ACTION AND
EVEN IF HHSC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
HHSC'S LIABILITY TO CONTRACTOR UNDER
THE AGREEMENT WILL NOT EXCEED THE TOTAL
CHARGES TO BE PAID BY HHSC TO
CONTRACTOR UNDER THE AGREEMENT,
INCLUDING CHANGE ORDER PRICES AGREED
TO BY THE PARTIES OR OTHERWISE
ADJUDICATED.
Article 16. Special Terns and Conditions
If checked, the following provisions apply to this
contract.
❑ Section 16.01 H1PAA.
(a) Background.
(1) All terms used in this Section 16.01 that are
not otherwise defined in this Agreement have the
same meaning as those terms in the Privacy Rule, 45
C.F.R. parts 160 and 164;
Version 1.3
(2) Under the terms of this Agreement, HHSC
may provide or make available to CONTRACTOR, or
CONTRACTOR may create or receive on behalf of
HHSC, certain Confidential Information that is and
must be afforded special treatment and protection
under the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") (42 U.S.C.
§§1 320d-1 320d-8) in conjunction with goods or
services that are being provided to HHSC by
CONTRACTOR;
(3) CONTRACTOR will have access to or
receive from HHSC, or create or receive on behalf of
HHSC, certain Protected Health Information that can
be used or disclosed only in accordance with this
Agreement and the Privacy Rule;
(4) CONTRACTOR is a Business Associate of
HHSC.
(5) The obligations of CONTRACTOR under this
section are in addition to the duties of CONTRACTOR
with respect to Confidential Information described
elsewhere in this Agreement.
(b) Uses and discfosunes.
Except as otherwise limited by this Agreement,
CONTRACTOR may:
(1) Use or disclose Protected Health Information
to perform the Services and accomplish the purposes
of this Agreement, provided that:
(A) Such use or disclosure would not violate
the Privacy Rule if the disclosure were made by
HHSC; and
(B) Such use or disclosure is limited to the
minimum necessary to accomplish the purposes
of the use or disclosure;
(2) Use Protected Health Information for the
proper management and administration of
CONTRACTOR or to carry out CONTRACTOR's legal
responsibilities;
(3) Disclose Protected Health Information for the
proper management and administration of
CONTRACTOR or to carry out CONTRACTOR's legal
responsibilities if:
(A) Disclosure is required by law; or
(B) CONTRACTOR obtains assurances
from the person to whom the information is
disclosed that the person will:
(i) Maintain the confidentiality of the
Protected Health Information;
(ii) Use or further disclose the
information only as required by law or for the
purpose for which it was disclosed to the
person; and
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(iii) Notify CONTRACTOR of any
breaches of confidentiality of which the
person is aware; and
(4) Use Protected Health Information to provide
data aggregation services to HHSC, as that term is
defined at 45 C.F.R. §164.501 and permitted by 45
C.F.R. §164.504(e)(2)(i)(B).
(c) CONTRACTOR's commitment and obligations.
CONTRACTOR agrees that it will:
(1) Not use or disclose Protected Health
Information provided by, made available by, or
created or received on behalf of HHSC other than as
permitted or required by this Agreement or as
required by law;
(2) Establish and maintain appropriate
safeguards to prevent any use or disclosure of
Protected Health Information other than as provided
for by this Agreement;
(3) Have procedures in place for mitigating, to
the maximum extent practicable, any harmful effect of
a use or disclosure of Protected Health Information
that is contrary to this Agreement or the Privacy Rule;
(4) Immediately report to HHSC any use or
disclosure of Protected Health Information not
provided for or allowed by this Agreement of which
CONTRACTOR becomes aware;
(5) Enter into a subcontract anytime
CONTRACTOR proposes to provide or make
available Protected Health Information to any
subcontractor or agent. Such subcontract or
agreement must:
(A) Contain the same terms, conditions,
and restrictions on the use and disclosure of
Protected Health Information as contained in this
Agreement; and
(B) Be approved as to the form of the terms,
conditions, and restrictions by HHSC prior to
entering into any such agreement;
(6) Make Protected Health Information in a
designated records set available to HHSC or, as
directed by HHSC, to the subject of the Protected
Health Information, in compliance with the
requirements of 45 C F.R. §164.524.
(7) Make Protected Health Information in a
designated records set available for amendment and
will incorporate any amendments to this information
that HHSC directs or agrees to pursuant to 45 C.F.R.
§ 164.526.
(8) Document and make available to HHSC the
Protected Health Information required to provide an
accounting of disclosures, in accordance with 45
C.F.R. §164,528.
(9) Make internal practices, books, and records
relating to the use or disclosure of Protected Health
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Information received from, or created or received by
the CONTRACTOR on behalf of HHSC, available to
the Secretary of Health and Human Services or the
Secretary's designee for purposes of determining
compliance with the privacy regulations.
(10) Return, destroy, or continue to maintain
appropriate safeguards for all Protected Health
Information received from HHSC or created or
received on behalf of HHSC once CONTRACTOR
finishes providing goods or services under this
Agreement:
(A) If CONTRACTOR destroys the
information, it must certify to HHSC that the
information has been destroyed;
(B) CONTRACTOR may not elect to
destroy information that must be retained under
federal or state law; and
(C) CONTRACTOR must maintain
appropriate safeguards for the information as
long as CONTRACTOR has such Protected
Health Information;
(11) Develop and implement a system of
sanctions for any employee, subcontractor, or
agent who violates this Agreement or the Privacy
Rule.
(d) Ownership of Protected Health Information.
(1) The Protected Health Information shall be
and remain the property of HHSC.
(2) CONTRACTOR agrees it acquires no title
or rights to the information, including any
de -identified information, as a result of this
Agreement.
(e) Injunctive relief,, survival of terms.
(1) Notwithstanding any rights or remedies
provided for in this Agreement, HHSC retains all
rights to seek injunctive relief to prevent or stop the
unauthorized use or disclosure of Protected Health
Information by CONTRACTOR or any agent,
subcontractor, or third party that received
information from CONTRACTOR.
(2) The duties and obligations imposed on
CONTRACTOR under this section of this
Agreement will survive the expiration of the
Agreement until all Protected Health Information
provided by HHSC to CONTRACTOR, or created
or received by CONTRACTOR on behalf of HHSC,
is destroyed or returned to HHSC.
(f) Definitions.
(1) For purposes of this Section 16.01: a
"Business Associate" has the meaning given the
term under 45 C.F.R. §160.103.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(2) For purposes of this Section 16.01,
"Protected Health Information" has the meaning
given the term in 45 C.F.R. §164.501, limited to the
information created or received by CONTRACTOR
from or on behalf of HHSC.
ri Section 10.02 Technology access.
(a) The CONTRACTOR expressly
acknowledges that State funds may not be expended
in connection with the purchase of an automated
information system unless that system meets certain
statutory requirements relating to accessibility by
persons with visual impairments. Accordingly, the
CONTRACTOR represents and warrants to HHSC
that the technology provided to HHSC for purchase is
capable, either by virtue of features included within
the technology or because it is readily adaptable by
use with other technology, of:
(1) Providing equivalent access for
effective use by both visual and non -visual
means;
(2) Presenting information, including
prompts used for interactive communications,
in formats intended for non -visual use; and
(3) Being integrated into networks for
obtaining, retrieving, and disseminating
information used by individuals who are not
blind or visually impaired.
(b) For purposes of this Section, the phrase
"equivalent access" means a substantially similar
ability to communicate with or make use of the
technology, either directly by features incorporated
within the technology or by other reasonable means
such as assistive devices or services that would
constitute reasonable accommodations under the
Americans with Disabilities Act or similar State or
Federal laws. Examples of methods by which
equivalent access may be provided include, but are
not limited to, keyboard alternatives to mouse
commands and other means of navigating graphical
displays, and customizable display appearance.
(c) In addition, all technological solutions
offered by the CONTRACTOR must comply with the
requirements of Texas Government Code §531.0162.
This includes, but is not limited to providing
technological solutions that meet federal accessibility
standards for persons with disabilities, as applicable.
Section 16.03 Member records.
CONTRACTOR and any subcontractor shall not
transfer an identifiable Member record, including a
patient record, to another entity or person without
written consent from the Member or someone
authorized to act an his or her behalf; however, HHSC
Version 1.3
may require CONTRACTOR, or any subcontractor, to
transfer a Member record to another agency or to
HHSC if the transfer is necessary to protect either the
confidentiality of the record or the health and welfare
of the Member.
If at any time during the Initial Term, this
Agreement is terminated, HHSC may require the
transfer of Member records, upon written notice to
CONTRACTOR, to another entity that agrees to
continue performance of the Agreement, as
consistent with federal and state laws and applicable
releases.
The term "Member Record" for this Section
16.03 means only those administrative, enrollment.
case management and other such records maintained
by CONTRACTOR and is not intended to include
patient records maintained by participating network
providers.
Section 16.04 Flnancial/performance
audit.
(a) The State of Texas Health and Safety Code
Section 12.0123 directs HHSC to contract with an
independent auditor to perform annual independent
external financial and performance audits of any
Medicaid vendor used by HHSC in HHSC's operation
of a part of the State Medicaid program. "Medicaid
vendor" means an entity that, under a contract with or
otherwise on behalf of HHSC, performs one or more
administrative services in relation to HHSC's
operation of a part of the State Medicaid program,
such as claims processing, utilization review, client
enrollment, provider enrollment, quality monitoring, or
payment of claims. The independent auditor will
deliver to the CONTRACTOR and to HHSC a report
of the findings and recommendations within thirty (30)
calendar days of the close of each audit. The report
will be prepared in accordance with generally
accepted auditing standards.
(b) CONTRACTOR agrees to deliver to HHSC,
for HHSC's approval, a Corrective Action Plan that
addresses deficiencies identified in the audit within
thirty (30) calendar days of the delivery of the
independent auditor's report.
(c) CONTRACTOR understands that the
independent auditor ("the auditor") will make specific
inquiries of CONTRACTOR'S management for
information, including but not limited to information
concerning the representations embodied in the
financial statements and reports CONTRACTOR is
required to furnish the State as per the "Financial
Report Requirements" portion of Section 6 of this
RFP. CONTRACTOR understands that as part of the
auditor's audit procedures, the auditor will request,
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Subject: HHSC Uniform Contract Terms & Conditions
and CONTRACTOR'S management will provide to
the auditor a representation letter;
(1) Acknowledging management's
responsibility for the preparation of the financial
statements and reports;
(2) Acknowledging management's
responsibility for compliance with laws and
regulations; and
(3) Affirming management's belief that the
effects of any uncorrected financial statement or
report misstatements aggregated by the auditor
during the current audit engagement and
pertaining to the period presented are immaterial,
both individually and in the aggregate, to the
financial statements and reports taken as a
whole.
(d) CONTRACTOR understands and agrees
that the auditor will also request that
CONTRACTOR's management confirm certain
representations made to the auditor during the audit.
The responses to those inquiries, and the related
written representations of management required by
generally accepted auditing standards, are part of the
evidential matter that the auditor will rely on in forming
its opinion on the CONTRACTOR'S financial
statements and reports.
Section 16.05 Audit software.
As part of the Services, CONTRACTOR must
operate and maintain such audit software as HHSC or
its designees may provide to CONTRACTOR from
time to time during the Term of the Agreement.
❑ Section 16.06 Ownership and licenses.
(a) Custom Software.
The Parties agree that any Deliverable, including
without limitation any software, developed by
CONTRACTOR in connection with the Agreement
(the "Custom Software'), will be the exclusive
property of HHSC.
(b) Ownership rights.
(1) HHSC will own all right, title, and interest in
and to its Confidential Information and the
Deliverables provided by CONTRACTOR, including
without limitation the Specifications, the Work Plan,
and the Custom Software, except that the
Deliverables will not include the third party software
and the associated Documentation for purposes of
this Section. CONTRACTOR will take all actions
necessary and transfer ownership of the Deliverables
to HHSC, including, without limitation, the Custom
Software and associated Documentation on Final
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Acceptance or as otherwise provided in the
Agreement.
(2) CONTRACTOR will furnish such Custom
Software and Documentation, upon request of
HHSC, in accordance with applicable State law. All
Deliverables, in whole and in part, will be deemed
works made for hire of HHSC for all purposes of
copyright law, and copyright will belong solely to
HHSC. To the extent that any such Deliverable does
not qualify as a work for hire under applicable law,
and to the extent that the Deliverable includes
materials subject to copyright, patent, trade secret, or
other proprietary right protection, CONTRACTOR
agrees to assign, and hereby assigns, all right, title,
and interest in and to Deliverables, including without
limitation all copyrights, inventions, patents, trade
secrets, and other proprietary rights therein (including
renewals thereof) to HHSC.
(3) CONTRACTOR will, at the expense of
HHSC, assist HHSC or its nominees to obtain
copyrights, trademarks, or patents for all such
Deliverables in the United States and any other
countries. CONTRACTOR agrees to execute all
papers and to give all facts known to it necessary to
secure United States or foreign country copyrights
and patents, and to transfer or cause to transfer to
HHSC all the right, title, and interest in and to such
Deliverables. CONTRACTOR also agrees not to
assert any moral rights under applicable copyright law
with regard to such Deliverables.
(c) License Rights
HHSC will have ownership and unlimited rights
to use, disclose, duplicate, or publish all information
and data developed, derived, documented, or
furnished by CONTRACTOR under or resulting from
the Agreement. Such data will include all results,
technical information, and materials developed for
and/or obtained by HHSC from CONTRACTOR in the
performance of the Services hereunder, including but
not limited to all reports, surveys, plans, charts,
recordings (video and/or sound), pictures, drawings,
analyses, source and object code, graphic
representations, computer programs and printouts,
notes and memoranda, and documents whether
finished or unfinished, which result from or are
prepared in connection with the Services performed
as a result of the Agreement.
(d) Proprietary Notices
CONTRACTOR will reproduce and include
HHSC's copyright and other proprietary notices and
product identifications provided by CONTRACTOR on
such copies, in whole or in part, or on any form of the
Deliverables.
Contractual Document (CD)
Responsible Office: HHSC Office of General Counsel (OGC)
Subject: HHSC Uniform Contract Terms & Conditions
(e) Third Party Software and Documentation
Licenses
(1) CONTRACTOR grants HHSC a non-
exclusive, perpetual, license for HHSC to use the
Third Party Software and its associated
Documentation for its internal business purposes.
HHSC will be entitled to use the Third Party
Software on the Equipment or any replacement
equipment used by HHSC, and with any
replacement Third Party Software chosen by
HHSC, without additional Charges. Terms in any
licenses for Third Party Software will be consistent
with the requirements of this Section.
(2) The licenses hereunder are granted as of
the date when such Third Party Software is
installed and certified by CONTRACTOR as
operational, and the licenses will continue until
HHSC permanently discontinues the use of the
Third Party Software.
(3) Prior to utilizing any Third Party Software
product that may be included as part of a Software
Deliverable to HHSC, CONTRACTOR will provide
to HHSC copies of the license agreement from the
licensor of the Third Party Software to allow HHSC
to pre -approve the license agreement that must, at
a minimum, provide HHSC with necessary rights
consistent with the short and long-term goals of the
Agreement. CONTRACTOR will assign to HHSC
the licenses for the Third Party Software upon
Final Acceptance.
(4) CONTRACTOR will, during the Project,
maintain any and all Third Party Software products
at their most current version or no more than one
version back from the most current version.
However, CONTRACTOR will not maintain any
Third Party Software versions, including one
version back, if any such version would prevent
HHSC from using any functions, in whole or in part,
or would cause Deficiencies in the System,
(I) State and Federal Governments
In accordance with 45 CFR Part 95.617, all
appropriate State and Federal agencies will have a
royalty -free, nonexclusive, and irrevocable license to
reproduce, publish, translate, or otherwise use, and to
authorize others to use for Federal Government
purposes all materials, the Custom Software and
modifications thereof, and associated documentation
designed, developed, or installed with Federal
Financial Participation under the Agreement, including
but not limited to those materials covered by
copyright, all Software source and object code,
instructions, files, and Documentation composing the
System.
Version 1.3
Section 16.07 Insurance Coverage.
(a) Required Coverage.
(1) CONTRACTOR will procure, at
CONTRACTOR's own expense, during the Term of
the Agreement and until final acceptance of all
Services and Deliverables, the following insurance
coverage. CONTRACTOR will provide HHSC with
proof of the following insurance coverage within
ten (10) calendar days after the Agreement is
awarded:
(A) Standard Worker's Compensation
Insurance coverage;
(B) Automobile Liability; and
(C) Comprehensive Liability Insurance
including Bodily Injury coverage of
$100,000.00 per each occurrence and
Property Damage Coverage of $25,000.00 per
each occurrence.
(2) If CONTRACTOR's current
Comprehensive General Liability insurance
coverage does not meet the above stated
requirements, CONTRACTOR will obtain excess
liability insurance to compensate for the difference
in the coverage amounts.
(3) CONTRACTOR is responsible for any and
all deductibles stated in the policies. Insurance will
be maintained at all times during the performance
of the Agreement. Insurance coverage will be
issued by insurance companies authorized by
applicable law to conduct business in the State of
Texas, and must name HHSC as an additional
insured.
(4) The policy will have an extended
reporting period of two years. When policies are
renewed or replaced, the policy retroactive date
must coincide with, or precede, start of work on the
Agreement.
(b) Proof of Insurance Coverage
(1) CONTRACTOR will furnish the HHSC Project
Manager original Certificates of Insurance evidencing
the required coverage to be in force on the date of
award, and renewal certificates of insurance, or such
similar evidence, if the coverages have an expiration
or renewal date occurring during the term of the
Agreement. CONTRACTOR will submit evidence of
insurance prior to Agreement award. The failure of
HHSC to obtain such evidence from CONTRACTOR
before permitting CONTRACTOR to commence work
will not be deemed to be a waiver by HHSC and
CONTRACTOR will remain under continuing
obligation to maintain and provide proof of the
insurance coverage,
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Subject: HHSC Uniform Contract Terms & Conditions
(2) The insurance specified above will be
carried until all services required to be performed
under the terms of the Agreement are satisfactorily
completed. Failure to carry or keep such insurance
in force will constitute a violation of the Agreement,
and HHSC maintains the right to stop work until
proper evidence of insurance is provided.
(3) The insurance will provide for thirty (30)
calendar days prior written Notice to be given to
HHSC in the event coverage is substantially
changed, canceled, or non -renewed.
CONTRATOR must submit a new coverage binder
to HHSC to ensure no break in coverage.
(4) CONTRACTOR will require all
subcontractors operating in Texas to carry
Worker's Compensation coverage in the amounts
required by Texas law. CONTRACTOR will also
require subcontractors to carry Comprehensive
Liability Insurance including Bodily Injury coverage
or $100,000.00 per occurrence and Property
Damage Coverage of $25,000.00 per occurrence.
CONTRACTOR may provide the coverage for any
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or all subcontractors, and, if so, the evidence of
insurance submitted will so stipulate.
(5) The Parties expressly understand and
agree that any insurance coverages and limits
furnished by CONTRACTOR will in no way expand
or limit CONTRACTOR's liabilities and
responsibilities specified within the Contract
documents or by applicable law.
(6) CONTRACTOR and each subcontractor
agree that insurer will waive their rights of
subrogation against HHSC.
(7) CONTRACTOR expressly understands
and agrees that any insurance maintained by
HHSC will apply in excess of and not contribute
with insurance provided by CONTRACTOR under
the Agreement.
(8) If CONTRACTOR, or its subcontractor(s),
desire additional coverage, higher limits of liability,
or other modifications for its own protection,
CONTRACTOR and each of its subcontractors will
be responsible for the acquisition and cost of such
additional protection.
Texas Health and Human Services Commission
Social Services Block Grant Emergency Disaster Relief
Exhibit C
Social Services Block Grant
Uniform Definition of Eligible Services
Below is listed the current allowable services under the regular Social Services Block Grant:
SEC. 2001. [42 U.S.C. 1397] For the purposes of consolidating Federal assistance to States for social
services into a single grant, increasing State flexibility in using social service grants, and encouraging
each State, as far as practicable under the conditions in that State, to furnish services directed at the
goals of-
(1) achieving or maintaining economic self-support to prevent, reduce, or eliminate dependency;
(2) achieving or maintaining self-sufficiency, including reduction or prevention of dependency;
(3) preventing or remedying neglect, abuse, or exploitation of children and adults unable to protect
their own interests, or preserving, rehabilitating or reuniting families;
(4) preventing or reducing inappropriate institutional care by providing for community -based care,
home -based care, or other forms of less intensive care; and
(5) securing referral or admission for institutional care when other forms of care are not appropriate,
or providing services to individuals in institutions,
SEC. 2002. [42 US.0 1397a] (a)(1) Each State shall be entitled to payment under this title for each
fiscal year in an amount equal to its allotment for such fiscal year; to be used by such State for services
directed at the goals set forth in section [42 U.S.C. 13971, subject to the requirements of this title.
(2) For purposes of paragraph (1)-
(A) services which are directed at the goals set forth in section [42 U.S.C. 1397] include, but are not
limited to, child care services, protective services for children and adults, services for children and
adults in foster care, services related to the management and maintenance of the home, day care
services for adults, transportation services, family planning services, training and related services,
employment services, information, referral, and counseling services, the preparation and delivery of
meals, health support services and appropriate combinations of services designed to meet the special
needs of children, the aged, the mentally retarded, the blind, the emotionally disturbed, the
physically handicapped, and alcoholics and drug addicts; and
(B) expenditures for such services may include expenditures for-
(i) administration (including planning and evaluation);
(ii) personnel training and retraining directly related to the provision of those services (including
both short- and long-term training at educational institutions through grants, to such institutions or by
direct financial assistance to students enrolled in such institutions); and
(iii) conferences or workshops, and training or retraining through grants to nonprofit organizations
within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 11 or to individuals
with social services expertise, or through financial assistance to individuals participating in such
conferences, workshops, and training or retraining (and this clause shall apply with respect to all
persons involved in the delivery of such services).
Uniform Definition of Eligible Services:
1.Adoption Services
Adoption services are those services or activities provided to assist in bringing about the adoption of a
child. Component services and activities may include, but are not limited to, counseling the biological
parent(s), recruitment of adoptive homes, and pre- and post- placement training and/or counseling
2. Case Management Services
Case management services are services or activities for the arrangement, coordination, and monitoring
of services to meet the needs of individuals and families. Component services and activities may include
individual service plan development; counseling; monitoring, developing, securing, and coordinating
services; monitoring and evaluating client progress; and assuring that clients' rights are protected.
3. Congregate Meals
Congregate meals are those services or activities designed to prepare and serve one or more meals a day
to individuals in central dining areas in order to prevent institutionalization, malnutrition, and feelings of
isolation. Component services or activities may include the cost of personnel, equipment, and food;
assessment of nutritional and dietary needs; nutritional education and counseling; socialization; and
other services such as transportation and information and referral.
4. Counseling Services
Counseling services are those services or activities that apply therapeutic processes to personal, family,
situational, or occupational problems in order to bring about a positive resolution of the problem or
improved individual or family functioning or circumstances. Problem areas may include family and
marital relationships, parent -child problems, or drug abuse..
5.Day Care Services --Adults
Day care services for adults are those services or activities provided to adults who require care and.
supervision in a protective setting for a portion of a 24-hour day. Component services or activities may
include opportunity for social interaction, companionship and self- education; health support or
assistance in obtaining health services; counseling; recreation and general leisure time activities; meals;
personal care services; plan development; and transportation.
6. Day Care Services --Children
Day care services for children (including infants, pre-schoolers, and school age children) are services or
activities provided in a setting that meets applicable standards of state and local law, in a center or in a
home, for a portion of a 24-hour day. Component services or activities may include a comprehensive
and coordinated set of appropriate developmental activities for children, recreation, meals and snacks,
transportation, health support services, social service counseling for parents, plan development, and
licensing and monitoring of child care homes and facilities.
7. Education and Training Services
Education and training services are those services provided to improve knowledge or daily living skills
and to enhance cultural opportunities. Services may include instruction or training in, but are not limited
to, such issues as consumer education, health education, community protection and safety education,
literacy education, English as a second language, and General Educational Development (G.E.D.).
Component services or activities may include screening, assessment and testing; individual or group
instruction; tutoring; provision of books, supplies and instructional material; counseling; transportation;
and referral to community resources.
S. Employment Services
Employment services are those services or activities provided to assist individuals in securing
employment or acquiring or learning skills that promote opportunities for employment. Component
services or activities may include employment screening, assessment, or testing; structured job skills and
job seeking skills; specialized therapy (occupational, speech, physical); special training and tutoring,
including literacy training and pre -vocational training; provision of books, supplies and instructional
material; counseling, transportation; and referral to community resources.
9. Family Planning Services
Family planning services are those educational, comprehensive medical or social services or activities
which enable individuals, including minors, to determine freely the number and spacing of their children
and to select the means by which this may be achieved. These services and activities include a broad
range of acceptable and effective methods and services to limit or enhance fertility, including
contraceptive methods (including natural family planning and abstinence), and the management of
infertility (including referral to adoption). Specific component services and activities may include
preconceptional counseling, education, and general reproductive health care, including diagnosis and
treatment of infections which threaten reproductive capability. Family planning services do not include
pregnancy care (including obstetric or prenatal care).
10. Foster Care Services for Adults
Foster care services for adults are those services or activities that assess the need and arrange for the
substitute care and alternate living situation of adults in a setting suitable to the individual's needs.
Individuals may need such services because of social, physical or mental disabilities, or as a
consequence of abuse or neglect. Care may be provided in a community -based setting, or such services
may arrange for institutionalization when necessary. Component services or activities include
assessment of the individual's needs; case planning and case management to assure that the individual
receives proper care in the placement; counseling to help with personal problems and adjusting to new
situations; assistance in obtaining other necessary supportive services; determining, through periodic
reviews, the continued appropriateness of and need for placement; and recruitment and licensing of
foster care homes and facilities.
11. Foster Care Services for Children
Foster care services for children are those services or activities associated with the provision of an
alternative family life experience for abused, neglected or dependent children, between birth and the age
of majority, on the basis of a court commitment or a voluntary placement agreement signed by the
parent or guardian. Services may be provided to children in foster family homes, foster homes of
relatives, group homes, emergency shelters, residential facilities, child care institutions, pre -adoptive
homes or supervised independent living situation. Component services or activities may include
assessment of the child's needs; case planning and case management to assure that the child receives
proper care in the placement; medical care as an integral but subordinate part of the service; counseling
of the child, the child's parents, and the foster parents; referral and assistance in obtaining other
necessary supportive services; periodical reviews to determine the continued appropriateness and need
for placement; and recruitment and licensing of foster homes and child care institutions.
12. Health Related and Home Health Services
Health related and home health services are those in -home or out -of- home services or activities
designed to assist individuals and families to attain and maintain a favorable condition of health.
Component services and activities may include providing an analysis or assessment of an individual's
health problems and the development of a treatment plan; assisting individuals to identify and
understand their health needs; assisting individuals to locate, provide or secure, and utilize appropriate
medical treatment, preventive medical care, and health maintenance services, including in -home health
services and emergency medical services; and providing follow-up services as needed.
13. Home Based Services
Home based services are those in -home services or activities provided to individuals or families to assist
with household or personal care activities that improve or maintain adequate family well-being. These
services may be provided for reasons of illness, incapacity, frailty, absence of a caretaker relative, or to
prevent abuse and neglect of a child or adult. Major service components include homemaker services,
chore services, home maintenance services, and household management services. Component services
or activities may include protective supervision of adults and/or children to help prevent abuse,
temporary non -medical personal care, house-cleaning, essential shopping, simple household repairs,
yard maintenance, teaching of homemaking skills, training in self-help and self -care skills, assistance
with meal planning and preparation, sanitation, budgeting, and general household management.
14. Home Delivered Meals
Home -delivered meals are those services or activities designed to prepare and deliver one or more meals
a day to an individual's residence in order to prevent institutionalization, malnutrition, and feelings of
isolation. Component services or activities may include the cost of personnel, equipment, and food;
assessment of nutritional and dietary needs; nutritional education and counseling; socialization services;
and information and referral.
15. Housing Services
Housing services are those services or activities designed to assist individuals or families in locating,
obtaining, or retaining suitable housing. Component services or activities may include tenant counseling;
helping individuals and families to identify and correct substandard housing conditions on behalf of
individuals and families who are unable to protect their own interests; and assisting individuals and
families to understand leases, secure utilities, make moving arrangements and minor renovations.
16. Independent and Transitional Living Services
Independent and transitional living services are those services and activities designed to help older youth
in foster care or homeless youth make the transition to independent living, or to help adults make the
transition from an institution, or from homelessness, to independent living. Component services or
activities may include educational and employment assistance, training in daily living skills, and
housing assistance. Specific component services and activities may include supervised practice living
and post -foster care services.
17. Information and Referral
Information and referral services are those services or activities designed to provide information about
services provided by public and private service providers and a brief assessment of client needs (but not
diagnosis and evaluation) to facilitate appropriate referral to these community resources.
18 Legal Services
Legal services are those services or activities provided by a lawyer or other person(s) under the
supervision of a lawyer to assist individuals in seeking or obtaining legal help in civil matters such as
housing, divorce, child support, guardianship, paternity, and legal separation. Component services or
activities may include receiving and preparing cases for trial, provision of legal advice, representation at
hearings, and counseling.
19. Pregnancy and Parenting Services for Young Parents
Pregnancy and parenting services are those services or activities for married or unmarried adolescent
parents and their families designed to assist young parents in coping with the social, emotional, and
economic problems related to pregnancy and in planning for the future. 'Component services or
activities may include securing necessary health care and living arrangements; obtaining legal services;
and providing counseling, child care education, and training in and development of parenting skills.
20. Prevention and Intervention Services
Prevention and intervention services are those services or activities designed to provide early
identification and%or timely intervention to support families and prevent or ameliorate the consequences
of, abuse, neglect, or family violence, or to assist in making arrangement for alternate placements or
living arrangements where necessary. Such services may also be provided to prevent the removal of a
child or adult from the home. Component services and activities may include investigation; assessment
and/or evaluation of the extent of the problem; counseling, including mental health counseling or
therapy as needed; developmental and parenting skills training; respite care; and other services including
supervision, case management, and transportation.
21. Protective Services for Adults
Protective services for adults are those services or activities designed to prevent or remedy abuse,
neglect or exploitation of adults who are unable to protect their own interests. Examples of situations
that may require protective services are injury due to maltreatment or family violence; lack of adequate
food, clothing or shelter; lack of essential medical treatment or rehabilitation services; and lack of
necessary financial or other resources. Component services or activities may include investigation;
immediate intervention; emergency medical services; emergency shelter; developing case plans;
initiation of legal action (if needed); counseling for the individual and the family; assessment/evaluation
of family circumstances; arranging alternative or improved living arrangements; preparing for foster
placement, if needed; and case management and referral to service providers.
22. Protective Services for Children
Protective services for children are those services or activities designed to prevent or remedy abuse,
neglect, or exploitation of children who may be harmed through physical or mental injury, sexual abuse
or exploitation, and negligent treatment or maltreatment, including failure to be provided with adequate
food, clothing, shelter, or medical care. Component services or activities may include immediate
investigation and intervention; emergency medical services; emergency shelter; developing case plans;
initiation of legal action (if needed); counseling for the child and the family; assessment/evaluation of
family circumstances; arranging alternative living arrangement; preparing for foster placement, if
needed; and case management and referral to service providers.
23. Recreational Services
Recreational services are those services or activities designed to provide, or assist individuals to take
advantage of, individual or group activities directed towards promoting physical, cultural, and/or social
development.
24. Residential Treatment Services
Residential treatment services provide short-term residential care and comprehensive treatment and
services for children or adults whose problems are so severe or are such that they cannot be cared for at
home or in foster care and need the specialized services provided by specialized facilities. Component
services and activities may include diagnosis and psychological evaluation; alcohol and drug
detoxification services; individual, family, and group therapy and counseling; remedial education and
GED preparation; vocational or pre -vocational training; training in activities of daily living; supervised
recreational and social activities; case management; transportation; and referral to and utilization of
other services.
25. Special Services for Persons With Developmental or Physical
Disabilities, or Persons With Visual or Auditory Impairments Special services for persons with
developmental or physical disabilities, or persons with visual or auditory impairments, are services or
activities to maximize the potential of persons with disabilities, help alleviate the effects of physical,
mental or emotional disabilities, and to enable these persons to live in the least restrictive environment
possible. Component services or activities may include personal and family counseling; respite care;
family support; recreation; transportation; aid to assist with independent functioning in the community;
and training in mobility, communication skills, the use of special aids and appliances, and self-
sufficiency skills. Residential and medical services may be included only as an integral, but subordinate,
part of the services.
26. Special Services for Youth Involved in or at Risk of Involvement With Criminal Activity
Special services for youth involved in or at risk of involvement with criminal activity are those services
or activities for youth who are, or who may become, involved with the juvenile justice system and their
families. Components services or activities are designed to enhance family functioning and/or modify
the youth's behavior with the goal of developing socially appropriate behavior and may include
counseling, intervention therapy, and residential and medical services if included as an integral but
subordinate part of the service.
27. Substance Abuse Services
Substance abuse services are those services or activities that are primarily designed to deter, reduce, or
eliminate substance abuse or chemical dependence. Except for initial detoxification services, medical
and residential services may be included but only as an integral but subordinate part of the service.
Component substance abuse services or activities may include a comprehensive range of personal and
family counseling methods, methadone treatment for opiate abusers, or detoxification treatment for
alcohol abusers. Services may be provided in alternative living arrangements such as institutional
settings and community -based halfway houses.
28. Transportation Services
Transportation services are those services or activities that provide or arrange for the travel, including
travel costs, of individuals in order to access services, or obtain medical care or employment.
Component services or activities may include special travel arrangements such as special modes of
transportation and personnel to accompany or assist individuals or families to utilize transportation.
29. Other Services
Other Services are services that do not fall within the definitions of the preceding 28 services. The
definition used by the State for each of these services should appear elsewhere in the annual report.
Texas Health and Human Services Commission
Social Services Block Grant Emergency Disaster Relief
Exhibit D
Allocation of Hurricane Relief Funds Background Information
(Additional Eligible Services Intended for use by the Emergency SSBG Funding)
CONFERENCE REPORT
EXCERPTS FROM THE DEPARTMENT OF DEFENSE APPROPRIATIONS ACT, 2006
JOINT EXPLANATORY STATEMENT - PUBLIC LAW 109-148
DIVISION B—EMERGENCY SUPPLEMENTAL APPROPRIATIONS TO ADDRESS
HURRICANES IN THE GULF OF MEXICO AND PANDEMIC INFLUENZA, 2006
TITLE I —EMERGENCY SUPPLEMENTAL APPROPRIATIONS TO ADDRESS
HURRICANES IN THE GULF OF MEXICO
CHAPTER 6
DEPARTMENT OF HEALTH AND HUMAN SERVICES
ADMINISTRATION FOR CHILDREN AND FAMILIES
SOCIAL SERVICES BLOCK GRANT
The conference agreement includes a supplemental appropriation of $550,000,000 for the Social
Services Block Grant (SSBG). The conferees note that the hurricanes in the Gulf of Mexico in calendar
year 2005 have imposed extreme demands for social and health care services in affected States. States
may use SSBG funds for a wide array of human services.
In addition to other uses, the conferees intend these funds to be available to help meet the health care
needs of people affected by the hurricanes in the Gulf of Mexico in calendar year 2005 and lacking
health insurance or other adequate access to care, and to help health care "safety net" providers restore
and resume their operations. Accordingly, the conferees have included bill language intended to remove
any uncertainties as to the eligibility of health care providers and facilities (including mental health
providers and facilities) to receive Social Services Block Grant funds from this appropriation. Examples
of institutions that could receive these funds include community health centers, rural hospitals and
clinics, community mental health centers, public hospitals, and other providers with substantial
percentages of uninsured patients. In addition to helping meet health care needs arising from the
hurricanes, funds may be made available for repairs or reconstruction needed to allow health centers and
similar providers to resume or expand operations, or to help key providers meet salary and other costs
associated with resuming or restoring health services.
The conferees are concerned about the mental health impact of the hurricanes in the Gulf of Mexico in
calendar year 2005. The Centers for Disease Control and Prevention (CDC) reports that as many as
500,000 Gulf Coast residents might need mental health care. The conferees encourage the Secretary to
work with State governments in the region to ensure that adequate funding is available, within the
amounts appropriated, for community safety net providers to meet this emerging public mental health
crisis.
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
EXHIBIT E
CONTRACTOR'S FINAL PLAN FOR USE OF GRANT FUNDS
REPORT PERIOD:
Submission Date:
Total SSBG Funds Allocated to COG
Coe Administrative Costs (Maximum of 5% of Funds Allocated to COG)
Total SSBG Funds Allocated to Local A encv / Governmental Entity:
t List Name and Address of Each Local Aeencv i Governmental Entitv)
n
a
9
10
Contract No: 529-XX-XXXX
Page 1 of 2
(Check One below)
( I Rita
Total SSBG Funds
Allocated
Difference between COG Funding and Funding Amounts to be Allocated to Local Agencies / Governmental Entities
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
Contract No: 529-XX-XXXX
EXHIBIT E
CONTRACTOR'S FINAL PLAN FOR USE OF GRANT FUNDS
Page 2 of 2
ANALYSIS OF PRIMARY USES AND SERVICES SUPPORTED BY EACH LOCAL AGENCY / GOVERNMENTAL ENTITY
COG Name:
Contact Person: Phone Number.
Title: I E-Mail Address:
Name of Local Agency / Governmental Entity Receiving SSBG Funding:
Total SSBG Funding Allocated to Local Agency / Governmental Entity:
Primarl Uses of funding by the Local Agency / Governmental Entity:
Services Projected to be SWpWed with SSBG Funding
Trial
Children
Adults
Adults Age
and
Youn er
Adults Ago
so and
Older
1 jAdoptionServices
1
2
Case Management
3
Congregate Meals
4
Counseling Services
5
Day Care-Aduhs
2
6
Day Care -Children
7
Education and Training Services
8
Employment Services
9
Family Planning Services
3
10
Foster Care Services -Adults
11
Foster Care Services -Children
12
Health-Relared Services
13
Horn -Based Services
4
14
Home -Delivered Meals
15
Housing Services
16
Independent'Transitional Living Services
17
Intormation & Referral
5
18
Legal Services
19
Pregnancy & Parenting
20
Prevention & Intervention
21
Protective Services -Adults
6
12
Protective Services -Children
13
Recreation Services
14
Residential Treatment
25
Special services --Disabled
7
16
Special Services -Youth at Risk
27
1 Substance Abuse Services
28
Transportation
29
100. Services
30
SUM OF RECIPIENTS OF SERVICES
0
0
0
0
TEXAS HEALTH AND HUMAN SERVICES COMMISSION Contract No: 529-XX-XXXX
EXHIBIT F Page I or 2
CONTRACTOR'S PROPOSED PLAN FOR USE OF GRANT FUNDS (Check One Below)
I I Rita
Katrina
COG Name:
Contact Person: Phone Number:
Title: E Mail Address:
REPORT PERIOD:
Submission Date:
Total SSBG Funds
Proposed to be
Deseri tion Allocated
Total SSBG Funds Allocated to COG
Co Administrative Costs (,Maximum of 5% of Funds Allocated to COG)
Total SSBG Funds Proposed to be Allocated to Local Agency / Governmental Entity:
( List Name and Address of Each LocalAgency/ Governmental Entity)
1
2
3
4
5
6
8
9
10
TOTALS U
Difference between COG Funding and Amounts Proposed to be Allocated to Local Agencies / Governmental Entities 11,
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
Contract No: 529-XX-XXXX
EXHIBIT F
CONTRACTOR'S PROPOSED PLAN FOR USE OF GRANT FUNDS
Page 2 of 2
ANALYSIS OF PRIMARY USES AND SERVICES SUPPORTED BY EACH LOCAL AGENCY / GOVERNMENTAL ENTITY
COG Name:
Contact Person:
Name of Local Agency / Governmental Entity Receiving SSBG Funding:
Total SSBG Funding Proposed to be Allocated to the Local Agent J Governmental Entity:
Primary 11 ses of funding by the Local Agency / Governmental Entity:
Services Projected to, be Supported with SSBG Funding
Total
Children
Adults
Adults Age
59 and
Youryger
Adults Age
60 and
Older
1 jAdoption
Services
1
2
Case Management
3
Congregate Meals
4
Counseling Services
5
Day Care -Adults
2
6
Day Care --Children
7
Education and TrainingServices
8
Employment Services
9
Family Planning Services
3
10
Foster Care Services -Adults
11
Foster Care Services -Chien
12
1 Health -Related Services
13
Hw"ased Services
4
14
Home -Delivered Meals
15
Housing Services
16
IndependentfTransitional Living Services
17
Information & Referral
5
18
Legal Services
19
Pregnancy & Parenting
20
Prevention &Intervention
21
Protective Services -Adults
6
22
Protective Services -Children
23
Recreation Services
24
1 Residential Treatment
25
Special Services -Disabled
7
26
Special Services -Youth at Risk
27
Substance Abuse Services
28
Transportation
29
Other Services
30
SUM OF RECIPIENTS OF SERvICES
0
0
0
0
0
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
Contract No: 529-XX-XXXX
EXHIBIT G
SSBG QUARTERLY SUB -GRANTEE PROGRESS UPDATE FORM
(Check One Below)
I I Rita
( ( Katrina
COG Name:
REPORT PERIOD:
Contact Person:
Phone Number:
Title:
E-Mail Address:
Submission Date:
Description
Total SSBG
Funds
Originally
Allocated
Total
Expenditures
to date
(Total of all
Vouchers
Submitted to
H sc-'
Amounts Re-
Allocated
between Local
Agency /
Governmental
Entity by COG
Remaining
Obligated
funding
scheduled to be
spent
Unobligated
funding
(Amount
Xvailable to
1114SC fur
reallocation to
Different COC i
Total SSBG Funds Ori inallAllocated to COG
COG Administrative Costs (Maximum of 5 % of Funds Allocated to COG
Total SSBG Funds Originally Allocated to Local Agency / Governmental Entity:
( List Name and Address of Each Local Agency ! Governmental Entity)
!
2
3
4
5
6
7
8
9
10
TOTALS
0
n
0
0
0
Difference between COG Funding and Funding Amounts to be Allocated to Local
Agencies / Governmental Entities
0
0
Texas Health and Human Services Commission
Social Services Block Grant Emergency Disaster Relief
Exhibit H
Contractor's Certifications and Other Required Forms
Exhibit HI: CONTRACTOR'S Child Support Certification
Exhibit H2: CONTRACTOR'S Certification Regarding Debarment, Suspension, Ineligibility
And Voluntary Exclusion For Covered Contracts
Exhibit H3: CONTRACTOR'S Certification Regarding Federal Lobbying
State of Texas
Health & Human Services Commission
Child Support Certification
1.
Section 231.006, Texas Family Code, as amended by Section 82 of House Bill No. 433, 74th Regular Legislative
Session (Acts 1995, 74th Leg., R.S., ch. 751), prohibits the payment of state funds under a grant, contract, or loan to
• a person who is more than 30 days delinquent in the payment of child support, and
• a business entity in which such a person is the sole proprietor, partner, shareholder or owner with an ownership
interest of at least 25%.
Section 231.006 further provides that a person or business entity that is ineligible to receive payments for the reasons
stated above shall continue to be ineligible to receive payments from the state under a contract, grant, or loan until
• ail arrearages have been paid, or
• the person is in compliance with a written repayment agreement or court order as to any existing delinquency.
Section 231.006 further requires each bid, or application for a contract, grant, or loan to include
• the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner
with an ownership interest of at least 25% of the business entity submitting the bid or application, and
• the statement in Part III below.
Section 231.006 authorizes a state agency to terminate a contract if it determines that statement required below is
inaccurate or false. In the event the statement is determined to be false, the vendor is liable to the state for
attorney's fees, costs necessary to complete the contract (including the cost of advertising and awarding a second
contract], and any other damages provided by law or contract.
11.
In accordance with Section 231.006, the names and social security numbers of the individual identified in the
contract, bid, or application, or of each person with a minimum 25% ownership interest in the business entity
identified therein are provided below.
Name Social Security #
III.
As required by Section 231.006, the undersigned certifies the following:
"Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or
business entity named in this contract; bid, or application is not ineligible to receive the
specified grant, loan, or payment, and acknowledges that this contract maybe terminated and
paym withhed4thisc Wcation is inaccurate."
�,
Signature Title
Printed Name Date
CERTIFICATION
REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION FOR COVERED CONTRACTS
Federal Executive Orders 12549 and 12689 require the Texas Health and Human Services Commission (HHSC) to screen each covered potential
contractor to determine whether each has a right to obtain a contract in accordance with federal regulations on debarment, suspension, ineligibility,
and voluntary exclusion. Each covered contractor must also screen each of its covered subcontractors.
In this certification "contractor" refers to both contractor and subcontractor; "contract" refers to both contract and subcontract.
By signing and submitting this certification the potential contractor accepts the following terms:
1. The certification herein below is a material representation of fact upon which reliance was placed when this contract was entered into. If it is
later determined that the potential contractor knowingly rendered an erroneous certification, in addition to other remedies available to the federal
government, the Department of Health and Human Services, United States Department of Agriculture or other federal department or agency, or
the HHSC may pursue available remedies, including suspension and/or debarment.
2. The potential contractor will provide immediate written notice to the person to which this certification is submitted if at any time the potential
contractor teams that the certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
3. The words "covered contract", "debarred", "suspended", "ineligible", "participant", "person", "principal", "proposal", and `voluntarily
excluded", as used in this certification have meanings based upon materials in the Definitions and Coverage sections of federal rules
implementing Executive Order 12549, Usage is as defined in the attachment.
4. The potential contractor agrees by submitting this certification that, should the proposed covered contract be entered into, it will not knowingly
enter into any subcontract with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by the Department of Health and Human Services, United States Department of Agriculture or other
federal department or agency, and/or the HHSC, as applicable.
Do you have or do you anticipate having subcontractors under this proposed contract?........................................................................ ❑ Yes ❑ No
5. The potential contractor further agrees by submitting this certification that it will include this certification titled "Certification Regarding
Debarment, Suspension, Ineligibility, and Voluntary Exclusion for Covered Contracts" without modification, in all covered subcontracts and in
solicitations for all covered subcontracts.
6. A contractor may rely upon a certification of a potential subcontractor that it is not debarred, suspended, ineligible, or voluntarily excluded from
the covered contract, unless it knows that the certification is erroneous. A contractor must, at a minimum, obtain certifications from its covered
subcontractors upon each subcontract's initiation and upon each renewal.
7. Nothing contained in all the foregoing will be construed to require establishment of a system of records in order to render in good faith the
certification required by this certification document. The knowledge and information of a contractor is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
8. Except for contracts authorized under paragraph 4 of these terms, if a contractor in a covered contract knowingly enters into a covered
subcontract with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to
other remedies available to the federal government, Department of Health and Human Services, United States Department of Agriculture, or
other federal department or agency, as applicable, and/or the HHSC may pursue available remedies, including suspension and/or debarment.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION FOR COVERED CONTRACTS
Indicate in the appropriate box which statement applies to the covered potential contractor:
❑ The potential contractor certifies, by submission of this certification, that neither it nor its principals is presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded form participation in this contract by any federal department or agency or by the
State of Texas.
❑ The potential contractor is unable to certify to one or more of the terms in this certification. In this instance, the potential contractor must attach
an explanation for each of the above terms to which he is unable to make certification. Attach the explanation(s) to this certification.
Name of potential Contractor I Vendor ID No. or Social Security No. I HHSC Contract No. (if applicable[
I i Printed/Typed Name and "ritle of Authorized Representative
t//3 40��
Signature of Authorize epresentative I Date
Page 1 42 5;2?,Q5
CERTIFICATION
REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION FOR COVERED CONTRACTS
DEFINITIONS
Covered ContractsiSubcontract.
( 1) Any nonprocurement transaction which involves federal funds (regardless of amount and including such arrangements as subgrant and are
between HHSC or its agents and another entity.
(2) Any procurement contract for goods or services between a participant and a person, regardless of type, expected to equal or exceed the
federal procurement small purchase threshold fixed at 10 U.S.C. 2304(g) and 41 U.S.C. 253(g) (currently S25,000) under a grant or
subgrant.
(3) Any procurement contract for goods or services between a participant and a person under a covered grant, subgrant, contract or
subcontract, regardless of amount, under which that person will have a critical influence on or substantive control over that covered
transaction:
a. Principal investigators.
b. Providers of audit services required by the HHSC or federal funding source.
c. Researchers.
Debarment. An action taken by a debarring official in accordance with 45 CFR Part 76 (or comparable federal regulations) to exclude a person tiom
participating in covered contracts. A person so excluded is "debarred".
Grant. An award of financial assistance, including cooperative agreements, in the form of money, or property in lieu of money, by the federal
government to an eligible grantee.
Ineligible. Excluded from participation in federal nonprocurement programs pursuant to a determination of ineligibility under statutory, executive
order, or regulatory authority, other than Executive Order 12549 and its agency implementing regulations; for example, excluded pursuant
to the Davis -Bacon Act and its implement regulations, the equal employment opportunity acts and executive orders, or the environmental
protection acts and executive orders. A person is ineligible where the determination of ineligibility affects such person's eligibility to
participate in more than one covered transaction.
Participant. Any person who submits a proposal for, enters into, or reasonably may be expected to enter into a covered contract. This term also
includes any person who acts on behalf of or is authorized to commit a participant in a covered contract as an agent or representative of
another participant.
Person. Any individual, corporation, partnership, association, unit of government; or legal entity, however organized, except: foreign governments
or foreign governmental entities, public international organizations, foreign government owned (in whole or in part) or controlled entities,
and entities consisting wholly or partially of foreign governments or foreign governmental entities.
Principal. Officer, director, owner, partner, key employee, or other person within a participant with primary management or supervisory
responsibilities; or a person who has a critical influence on or substantive control over a covered contract whether or not the person is
employed by the participant. Persons who have a critical influence on or substantive control over a covered transaction are:
(I) Principal investigators.
(2) Providers of audit services required by the HHSC or federal funding source.
(3) Researchers.
Proposal. A solicited or unsolicited bid, application, request, invitation to consider or similar communication by or on behalf of a person seeking to
receive a covered contract.
Suspension. An action taken by a suspending official in accordance with 45 CFR Part 76 (or comparable federal regulations) that immediately
excludes a person from participating in covered contracts for a temporary period, pending completion of an investigation and such legal,
debarment, or Program Fraud Civil Remedies Act proceedings as may ensue. A person so excluded is "suspended".
Voluntary exclusion or voluntarily excluded. A status of nonparticipation or limited participation in covered transactions assumed by a person
pursuant to the terms of a settlement.
Page 2 42 5i22, 05
CERTIFICATION REGARDING FEDERAL LOBBYING
(Certification for Contracts, Grants, Loans, and Cooperative Agreements)
PREAMBLE
Federal legislation, Section 319 of Public Law 101-121 generally prohibits entities from using federally appropriated funds to lobby the executive or
legislative branches of the federal government. Section 319 specifically requires disclosure of certain lobbying activities. A federal govemment-wide
rule, "New Restrictions on Lobbying", published in the Federal Register, February 26, 1990, requires certification and disclosure in specific instances
and defines terms:
Covered Awards and Subawards—Contracts, grants, and cooperative agreements over the S100,000 threshold need (1) certifications, and (2) disclosures,
if required. (See certification term number 2 concerning disclosure.)
Lobbying --To lobby means "to influence or attempt to influence an officer or employee of any agency (federal), a member of Congress, an officer or
employee of Congress, or an employee of a member of Congress in connection with any of the following covered federal actions:
• the awarding of any federal contract,
• the making of any federal grant,
• the making of any federal loan,
• the entering into of any cooperative agreement, and
• the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement".
Limited Use of Appropriated Funds Not Prohibited --The prohibition on using appropriated funds does not apply to activities by one's own employees
with respect to:
• liaison activities with federal agencies and Congress not directly related to a covered federal action;
• providing any information specifically requested by a federal agency or Congress;
• discussion and/or demonstration or products or services if not related to a specific solicitation or a covered action; or
• professional and technical services in preparing, submitting or negotiating any bid, proposal or application for a federal contract, grant loan
or cooperative agreement or for meeting legal requirements conditional to receipt of any federal contact, grant, loan or coopemtive
agreement. (The prohibition also does not apply to such services provided by nonemployees for the same purposes.)
Professional and Technical Services --Professional and technical services shall be advice and analysis directly applying any professional or technical
expertise. Note that the professional and technical services exemption is specifically limited to the merits of the matter.
Other Allowable Activities --The prohibition on use of federally appropriated funds does not apply to influencing activities not in connection with a
specific covered federal action. These activities include those related to legislation and regulations for a program versus a specific covered
federal action.
Funds Other Than Federal Appropriations --There is no federal restriction on the use of nonfederal funds to lobby the federal government for contracts,
grants, and cooperative agreements.
Applicability of Other State and Federal Requirements --Neither the government -wide rule nor the law affect either (1) the applicability of cost principles
in OMB circulars A-87 and A-122 or (2) riders to the Texas State Appropriations Acts which disallow use of state funds for lobbying.
TERMS OF CERTIFICATION
This certification applies only to the instant federal action for which the certification is being obtained and is a material representation of fact upon
which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of
not less than $100,000 for each such failure.
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No federally appropriated funds have peen paid or will be paid, by or on behalf of the undersigned, to any person for influencing or
attempting to influence an officer or employee of any agency, 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 federal contract, the making of any federal grant, the making of any
federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence
an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with these federally funded contract, subcontract, subgrant, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying', in accordance with its instructions. (If needed, contact
your Health and Human Services Commission procurement officer or contract manager to obtain a copy of Standard Form-LLL.)
3. The undersigned shall require that the language of this certification be included in the award documents for all covered subawards at all
tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all covered subrecipients
will certify and disclose accordingly.
Do you have or do you anticipate having covered subawards under this transaction?............................................................................❑ Yes ❑ No
Name of ContractorINAential Contractor Vcndor ID No. or Social Security No. HHSC Contract No. ( if applicable)
Name of Authorized Representative (type or print) Title
Signature --Authorize Representative Date
(Ills('
5. 2.4,95
Health & Human Services
Commission
PURCHASE VOUCHER
Resolution No. 2006-RO452
ATTACHMENT 1 September 2Item No. 5.5 c$, co nc t at # 529 - XX - XXXX
STATE OF TEXAS
Please submit completed request to HHSC, 4900 N. Lamar Blvd, Austin, TX 78751 Attn: Larry Fisher, MC 1425
(Dark shaded areas not used by Agency 529)
Page 1 of
1 re �7liSrn y s 2 Agency number 3 Agency name 4. Current document number
529 Health & Human Services Commission
q X21 if8. Doc agency
-R jr,
529
9. Texas identMcation number 1 t� S - H 13. 0 Umant amount
1C Payee name I address-
AGENCY USE
%W;
FY
COW Amount
w
SFX
oK
ai 2006
7621 �x
.,1
OOi"
E > Invoice data
ittvokd numberiN needed'
Invoice Received Date
OeptID/Speadchart
Requested Payment Data
Interest Control
Reason Code
it
601
1$
z r �. gr
M, FY
COWAd'
Amount
SFX
001
�,� . -•�+,: Invoice date
Invoice number (if needed)
invoice Received Date
. `:fir �
DeptID/Spaedcha►t
Requested Payment Date
Interest Control
Reason Code
•« ! ¢' .'- "' '� ,� `Sx` '�, .E. i� �`i'A ".'' "� r i..Y. tY' Y 2� 1 � ..�, h ifs �'' a2 .. � • � �. � �.
18
FY COW r!!�eC Amount
SFX
FE `
UU1
s,;, ' '" Invoke date Invoice number (if needed) Invoice Received Date
DeptIDlSpeedchart
Requested Payment Date
Interest Control
Reason Code
19. SERVICE
DATE
1111iC'!`ECRf[+il(Ihi C tiOdd' OR SM mmcElt
21. QUANTITY
22. UNIT PRICE
23. AMOUNT
(Light shaded fi Idi ar6 requlred to br0-completed ')
Council of Governments Supplemental Security
Block Grant (SSBG) Disaster Relief Request
HHSC Contract No.
Disaster: Rita Katrina
(Attach completed SF269 - Financial Status Report)
24. VENDOR CERTIFICATION
Phone (Area code and number)
25. Entered by
Contact Name
Phone (Area code and number)
26. 1 approve this voucher for payment and certify that the expenses are true, correct and unpaid. ( I ) The goods and services covered by the document comply
with the requirements of the contracts under which they were purchased; and (2) The Invoices for the goods and services are correct. This payment complies
with the General Appropriations Act.
Agency
Phone (Area rode and number)
Date
contactlpreparer SIGN
HERE
Agency Supervisor Approval
Phone (Area code and number)
Date
SIGN HERE
required for unencumbered voucher payments hhsc-upv, v.1, 0812005
TEXAS HEALTH AND HUMAN SERVICES COMMISSION
ATTACHMENT 2
FINANCIAL STATUS REPORT
(Short Form)
Contract # 529-XX-XXXX
1. Federal Agency and Organizational Element
2. Federal Grant or Other Identifying Number Assigned
OMB Approval
Page 1 of 1 .
to Which Report is Submitted
By Federal Agency (Check One Below)
No.
page
Department of Health and Human Services
[ ] Rita - 2006 G990608
Administration for Children and Families
Katrina - 2006 G990608
3. Recipient Organization (Name and complete address, including ZIP code)
Name of Council of Government
4. Employer Identification Number
5. Recipient Account Number or Identifying Number
6. Final Report
7. Basis
[ ] Yes [X] No
[X] Cash [ ] Accrual
8. Funding/Grant Period (See Instructions)
9. Period Covered by Report
From: (Month, Day, Year) To: (Month, Day, Year)
From: (Month, Day, Year) To: (Month, Day, Year)
10/112005 9130/2006
MM/DD/YYYY MMIDD/YYYY
10. Transactions:
I
II
111
Previously Reported
This Period
Cumulative
a. Total outlays
0
0
0
b. Recipient share of outlays
s:w.
0 0 0
c. Federal share of outlays
d. Total unli uidated obligations
f�
e. Recipient share of unli uidated obligations
1
f. Federal share of unli udated obligations
q. Total federal share sum of lines c and f
h. Total federal funds authorized for this funding period
i. Unobli ated balance of federal funds Line h minus line
a. Type of Rate (Place "X" in appropriate box)
11.Indirect
f I Provisional Predeterm
I Final f 1 Fixed
Expense
b. Rate
c. Base I d. Total Amount I e. Federal Share
I I
12. Remarks: Attach any explanations deemed necessary or information required by Federal sponsoring agency in compliance with
governing legislation.
13. Certification: 1 certify to the best of my knowledge and belief that this report is correct and complete and that all outlays and
unli uidated obligations are for the purposes set forth in the award documents.
Typed or Printed Name and Title
Telephone (Area code, number and extension)
James Barnett Deputy CFO, Fiscal Management
512-424-6908
Signature of Authorized Certifying Official
Date Report Submitted
Previous Editions not Usable Standard Form 269 (REV 4-88)
Form prepared using Excel by Texas DHS Prescribed by OMB Circulars A-102 and A-110