HomeMy WebLinkAboutResolution - 2018-R0080 - Health And Human Services Commission - 02/22/2018Resolution No. 2018-R0080
Item No. 6.10
February 22, 2018
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and or
behalf of the City of Lubbock, an Interlocal Cooperation Contract regarding Medicaid
administrative activities and Medicaid administrative claiming, by and between the City of
Lubbock and the Health and Human Services Commission of the State of Texas, and related
documents. Said Contract is attached hereto and incorporated in this resolution as if fully sel
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on Februar�122, 2018
DANIEL M. POPE, MAYOR
ATTEST:
CQ-e'Q�� --,
Reb cca Garza, City Secre ry
APPROVED AS TO CONTENT:
Katherine Wells, Director of Public Health
APPROVED AS TO FORM:
n ro e, Assistant City Attorney
RES.HHSC Interlocal Cooperation Contract
2.7.18
Resolution No. 2018-R0080
INTERLOCAL COOPERATION CONTRACT
HEALTH AND HUMAN SERVICES COMMISSION
CONTRACT NO.
THE HEALTH AND HUMAN SERVICE COMMISSION ("System Agency" or "HHSC") and City
Of Lubbock, a local health department, ("Local Government" or "LHD"), each a "Party and
collectively the "Parties," enter into the following contract (the "Contract") pursuant to the
provisions of the "Interlocal Cooperation Act," Chapter 791 of the Texas Government Code.
I. PARTIES
System Agency
Name: HHSC
Address: 4900 North Lamar Blvd.
City and Zip: Austin, TX 78751
Contact Person: Dario Avila
Telephone: (512) 462-6200
Fax number: (512) 730-7475
E-Mail Address: MAC@hhsc.state.tx.us
Agency Number: 529
Local Government
Name: City of Lubbock
Address: PO Box 2000
City and Zip: Lubbock, TX 79408
Contact Person: Katherine Wells
Telephone: (806) 775-2941
Fax number: (806) 775-3184
E-Mail Address: kwells@mylubbock.us
Agency Number:
II. STATEMENT OF SERVICES TO BE PROVIDED
The Parties agree to cooperate to provide necessary and authorized services and resources in
accordance with the terms of this Contract. Specific services provided are described below.
LHD agrees to perform or coordinate its Subcontractors' performance of Medicaid
administrative activities on behalf of HHSC to improve the availability, accessibility,
coordination, and appropriate utilization of preventive and remedial health care resources to
Medicaid -eligible clients and their families. These activities must be in accordance with the
policies and procedures set forth in the Time Study and Medicaid Administrative Claiming
Guide ("MAC Guide") and other HHSC-issued guides and appendices. Allowable Medicaid
administration activities are described in detail in the MAC Guide.
LHD must comply with the written guidelines issued by HHSC; with all provisions set forth in
this Contract; with the regulations found at 2 C.F.R. Part 200, Subparts E and F and 45 C.F.R.
Part 75, Subparts E and F; and with all other applicable state and federal laws, rules, regulations,
policies, and guidelines.
The LHD must submit its quarterly participation data using the HHSC standardized random
moment time study (RMTS)/Medicaid administrative claiming ("MAC") financial system. All
financial expenditure data must be submitted to HHSC, or its designee, via the RMTS/MAC
financial system in adherence with the timeframes set by HHSC. The LHD must provide support
for any expenditures information included in the quarterly claims data it submits to HHSC, or its
designee, in the manner and timeframes set by HHSC.
The LHD must spend the state general revenue, in an amount equal to the federal match claimed,
for health -related services for clients in order to receive the federal match of actual and reasonable
costs for Medicaid administration. Once received, the LHD must spend the federal match dollars
generated from Medicaid administrative activities for health -related services for clients.
The LHD is responsible for maintaining supporting documentation for and for fully cooperating
with any audit, and for any related costs or necessary recoupments identified through an audit.
HHSC will include the LHD's expenditures for Medicaid administration in the claim it submits to
the Centers for Medicare and Medicaid Services for Title XIX federal participation, if the LHD
submits its expenditures in accordance with the timeframes set by HHSC.
HHSC will reimburse claims for Medicaid administration from the LHD only if the LHD certifies
that sufficient funds are available to support the non-federal share of the cost of the claim. This
Contract is subject to any additional restrictions, limitations, or conditions required by federal or
state laws, rules, or regulations.
III. CONTRACT PERIOD
This Contract is effective on the signature date of the latter of the Parties to sign this agreement
and terminates five (5) years from the execution date, unless renewed, extended, or terminated
pursuant to the terms and conditions of the Contract. The Parties may extend this Contract subject
to mutually agreeable terms and conditions. Either Party may terminate this Contract by
providing written notice of termination to the other Party at least thirty (30) calendar days prior
to the desired date of termination.
IV. AMENDMENT
The Parties to this Contract may modify this Contract only through the execution of a written
amendment signed by both Parties.
V. BASIS FOR CALCULATING REIMBURSABLE COSTS
HHSC will pass through to the LHD no less than ninety-five percent (95%) of the Title XIX
federal share of actual and reasonable costs for Medicaid administration provided by its staff for
Medicaid administrative activities under this Contract. HHSC reserves the right to retain five
percent (5%) of the Title XIX federal share of actual and reasonable costs for said Medicaid
administration for HHSC's own administrative costs and technical assistance and to establish
and maintain an audit reserve fund. These costs shall be based upon a time accounting system,
which is in accordance with the provisions of 2 C.F.R. Part 200, Subparts E and F and 45 C.F.R.
Part 75, Subparts E and F, and the expense and equipment costs necessary to collect data,
disseminate information, and carry out the staff functions.
The rate of reimbursement for allowable administrative activities performed by personnel other
than skilled professional medical personnel (SPMP) shall be 50 percent (50%) of such costs.
The rate of reimbursement for activities qualifying under regulations applying to SPMP and
their direct supporting clerical staff shall be 75 percent (75%) of such costs for activities
identified as "enhanced" or 50 percent (50%) for activities identified as "non -enhanced."
Categories of costs eligible for 75 percent (75%) reimbursement include the following items
only: compensation and applicable fringe benefits, and travel and training of SPMP and their
direct supporting clerical staff.
Changes in federal regulations affecting the matching percentage or costs eligible for enhanced
or administrative match that become effective subsequent to the execution of this Contract shall
be incorporated herein, and the Parties agree to comply with such changes.
VI. LEGAL NOTICES
Legal notices under this Contract shall be deemed delivered when deposited either in the United
States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight,
signature required, to the appropriate address below:
System Agency
Health and Human Service Commission
4900 North Lamar Boulevard
Austin, Texas 78751
Attention: Karen Ray, Chief Counsel
Local Government
Local Government Name:
Local Government Address:
City, State ZIP:
Attention:
Notice given in any other manner shall be deemed effective only if and when received by the
Party to be notified. Either Party may change its address for receiving legal notice by notifying
the other Party in writing.
VII. AVAILABILITY OF FUNDS
This Contract is contingent upon the availability of sufficient and adequate funds as stated in
Section 2.02 of the Uniform Terms and Conditions, which is attached as Attachment A and
incorporated herein.
VIM CERTIFICATIONS
The undersigned contracting Parties certify that:
(1) The services specified above are necessary and essential for activities that are properly
within the statutory functions and programs of the affected agencies of state
government;
(2) Each Party executing this Contract on its behalf has full power and authority to enter
into this Contract;
(3) The proposed arrangements serve the interest of efficient and economical
administration of state government; and
(4) The services contracted for are not required by Section 21, Article XVI of the
Constitution of Texas to be supplied under a contract awarded to the lowest responsible
bidder.
The System Agency further certifies that it has sufficient statutory authority to contract for the
services described in this contract under Chapter 531 ofthe Texas Government Code.
The LHD further certifies that it has sufficient statutory authority to contract for the services
described in this contract under Chapter 12 of the Texas Health and Safety Code.
SIGNATURE PAGE FOLLOWS
SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.
SYSTEM AGENCY LOCAL GOVERNMENT
��Mw JA
Signa ur Signature
Stephanie Muth
Associate Commissioner
Medicaid CHIP Services
3- V - I!�2
Date
Daniel M. Pope, Mayor
Printed Name
Mayor, City of Lubbock
Title
Febniaru 221 201 S
Date
THE FOLLOWING ATTACHMENTS TO ENTERPRISE AGENCY CONTRACT NO. *** ARE
HEREBY INCORPORATED BY REFERENCE:
ATTACHMENT A — UNIFORM TERMS AND CONDITIONS
ATTACHMENT B — FEDERAL ASSURANCES AND CERTIFICATIONS
Attes ' e ca Garza, City Secre ary
moved as to tam:
�k�
PPROVED AS TO CONTENT:
Attachment A
HHSC Uniform Terms and Conditions Version 2.13
Published and Effective: March 1, 2017
Responsible Office: Chief Counsel
Health and Human Services
Health and Human Services Commission
HHSC Uniform Terms and Conditions -
Local Governmental Body
Version 2.13
TABLE OF CONTENTS
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS ............................................ 3
1.01 Definitions.......................................................................................................................... 3
1.02 Interpretive Provisions..................................................... 4
...........................
ARTICLE11 CONSIDERATION................................................................................................... 5
2.01 Expenses............................................................................
2.02 Funding.............................................................................................................................5
ARTICLE III WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS.... 6
3.01 Federal Assurances.....................................................................
3.02 Federal Certifications....................................................................................................... 6
ARTICLE IV INTELLECTUAL PROPERTY.............................................................................. 6
4.01 Intellectual Property......................................................................................................... 6
ARTICLE V RECORDS, AUDIT, AND DISCLOSURE............................................................. 6
5.01 Access to records, books, and documents........................................................................ 6
5.02 Response/compliance with audit or inspection findings .................................................. 7
5.03 SAO Audit........................................................................................................................ 7
5.04 Recapture of Funds........................................................................................................... 7
5.05 Public Information and Confidentiality............................................................................ 8
5.06 Data Security.................................................................................................................... 8
ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION ......................... 8
6.01 Contract Management...................................................................................................... 8
6.02 Termination for Convenience........................................................................................... 8
6.03 Termination for Cause...................................................................................................... 9
6.04 Equitable Settlement........................................................................................................ 9
ARTICLE VII MISCELLANEOUS PROVISIONS...................................................................... 9
7.01 Technical Guidance Letters.............................................................................................. 9
7.02 Survivability.....................................................................................................................9
7.03 No Waiver........................................................................................................................ 9
7.04 Standard Terms and Conditions........................................................................................ 9
v. 3.1.17
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS
1.01 Definitions
As used in this Contract, unless the context clearly indicates otherwise or defined in the Signature
Document, the following terms and conditions have the meanings assigned below:
"Amendment" means a written agreement, signed by the parties hereto, which documents changes
to the Contract other than those permitted by Technical Guidance Letters, as herein defined.
"Attachment" means documents, terms, conditions, or additional information physically added to
this Contract following the execution page or included by reference, as if physically, within the
body of this Contract.
"Contract" means the Signature Document, these Uniform Terms and Conditions, along with any
Attachments, and any Amendments, purchase orders, or Technical Guidance Letters that may be
issued by the System Agency, to be incorporated by reference herein for all purposes if issued.
"Deliverables" means any item, report, data, document, photograph, or other submission required to
be delivered under the terms of this Contract, in whatever form.
"Effective Date" means the date agreed to by the Parties as the date on which the Contract takes
effect.
"Federal Assurances" means Standard Form 424B (Rev. 7-97), as prescribed by OMB
Circular A-102 (non -construction projects); or Standard Form 424D (Rev. 7-97), as
prescribed by OMB Circular A-102 (construction projects).
"Federal Certifications" means U.S. Department of Commerce Form CD-512 (12-04),
"Certifications Regarding Lobbying — Lower Tier Covered Transactions."
"Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year,
which is the annual accounting period for the United States government.
"GAAP" means Generally Accepted Accounting Principles.
"GASB" means the Governmental Accounting Standards Board.
"Health and Human Services Commission" or "HHSC" means the administrative agency
established under Chapter 531, Texas Government Code or its designee.
"Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service
marks, domain names, copyrights and all applications and worldwide registration of such,
schematics, industrial models, inventions, know-how, trade secrets, computer software programs,
and other intangible proprietary information.
"Local Government" means the Party to this Contract that meets the definition of this term under
Tex. Gov't Code § 791.003(4).
"Parties" means the System Agency and Local Government, collectively.
v. 3.1.17
"Party" means either the System Agency or Performing Agency, individually
"Proiect" means the goods and/or Services described in the Signature Document or an Attachment
to this Contract.
"Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code.
"Services" means the tasks, functions, and responsibilities assigned and delegated to Local
Government under the Contract.
"Signature Document' means the document executed by both Parties that specifically sets forth all
of the documents that constitute the Contract.
"System Agency" means HHSC or any of the agencies of the State of Texas that are
overseen by HHSC under authority granted under State law and the officers, employees,
and designees of those agencies. These agencies include: the Department of Aging and
Disability Services, the Department of Assistive and Rehabilitative Services, the
Department of Family and Protective Services, and the Department of State Health
Services.
"State Fiscal Year" means the period beginning September 1 and ending August 31 each year,
which is the annual accounting period for the State of Texas.
"State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5,
Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.
"Subcontractor" means an individual or business that performs part or all of the obligations
of Local Government under this Contract.
"Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the
requirements of the Contract, issued by the System Agency to the Local Government.
"Work" means all Services to be performed, goods to be delivered, and any appurtenant actions
performed and items produced, conceived, or developed, including Deliverables.
1.02 Interpretive Provisions
A. The meanings of defined terns are equally applicable to the singular and plural forms of the
defined terms.
B. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a
whole and not to any particular provision, section, Attachment, or schedule of this Contract
unless otherwise specified.
C. The term "including" is not limiting and means "including without limitation" and, unless
otherwise expressly provided in this Contract, (i) references to contracts (including this
Contract) and other contractual instruments shall be deemed to include all subsequent
Amendments and other modifications thereto, but only to the extent that such Amendments
and other modifications are not prohibited by the terns of this Contract, and (ii) references to
any statute or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting the statute or
regulation.
D. Any references to "sections," "appendices," or "attachments" are references to sections,
appendices, or attachments of the Contract.
v. 3.1.17
E. Any references to agreements, contracts, statutes, or administrative rules or regulations in the
Contract are references to these documents as amended, modified, or supplemented from time
to time during the term of the Contract.
F. The captions and headings of this Contract are for convenience of reference only and shall
not affect the interpretation of this Contract.
G. All Attachments within this Contract, including those incorporated by reference, and any
Amendments are considered part of the terms of this Contract.
H. This Contract may use several different limitations, regulations, or policies to regulate the
same or similar matters. All such limitations, regulations, and policies are cumulative and
each shall be performed in accordance with its terms.
I. Unless otherwise expressly provided, reference to any action of the System Agency or by the
System Agency by way of consent, approval, or waiver shall be deemed modified by the
phrase "in its sole discretion."
J. Time is of the essence in this Contract.
ARTICLE II CONSIDERATION
2.01 Expenses
Except as otherwise provided in the Contract, no ancillary expenses incurred by the Local
Government in connection with its provision of the Services or Deliverables will be reimbursed by
the System Agency. Ancillary expenses include, but are not limited to costs associated with
transportation, delivery, and insurance for each Deliverable.
When the reimbursement of travel expenses is authorized by the Contract, all such expenses shall
be reimbursed in accordance with the rates set by the State of Texas Textravel.
2.02 Funding
A. This Contract shall not be construed as creating any debt on behalf of the State of Texas
or the System Agency in violation of Article III, Section 49, of the Texas Constitution.
In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood
that all obligations of the System Agency hereunder are subject to the availability of
state funds. If such funds are not appropriated or become unavailable, this Contract may
be terminated. In that event, the Parties shall be discharged from further obligations,
subject to the equitable settlement of their respective interests, accrued up to the date of
termination.
B. Furthermore, any claim by Local Government for damages under this Contract may not
exceed the amount of funds appropriated for payment, but not yet paid to Local
Government, under the annual budget in effect at the time of the breach. Nothing in
this provision shall be construed as a waiver of sovereign immunity.
C. This Contract is contingent upon the availability of sufficient and adequate funds. If
funds become unavailable through lack of appropriations, budget cuts, transfer of
funds between programs or agencies, amendment of the Texas General
Appropriations Act, agency consolidation, or any other disruptions of current funding
for this Contract, the System Agency may restrict, reduce, or terminate funding under
v. 3.1.17
this Contract. This Contract is also subject to immediate cancellation or termination,
without penalty to the System Agency, if sufficient and adequate funds are not
available. Contractor will have no right of action against the System Agency if the
System Agency cannot perform its obligations under this Contract as a result of lack
of funding for any activities or functions contained within the scope of this Contract.
In the event of cancellation or termination under this Section, the System Agency
shall not be required to give notice and shall not be liable for any damages or losses
caused or associated with such termination or cancellation.
ARTICLE III WARRANTY, AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS
3.01 Federal Assurances
Local Government further certifies that, to the extent Federal Assurances are incorporated into the
Contract under the Signature Document, the Federal Assurances have been reviewed and that Local
Government is in compliance with each of the requirements reflected therein.
3.02 Federal Certifications
Local Government further certifies, to the extent Federal Certifications are incorporated into the
Contract under the Signature Document, that the Federal Certifications have been reviewed, and
that Local Government is in compliance with each of the requirements reflected therein. In
addition, Local Government certifies that it is in compliance with all applicable federal laws,
rules, or regulations, as they may pertain to this Contract.
ARTICLE IV INTELLECTUAL PROPERTY
4.01 Intellectual Property
A. To the extent any Work results in the creation of Intellectual Property, all right, title, and
interest in and to such Intellectual Property shall vest in the System Agency upon creation and
shall be deemed to be a "work made for hire" and made in the course of the services rendered
pursuant to this Contract.
B. To the extent that title to any such Intellectual Property may not by law vest in the System
Agency, or such Intellectual Property may not be considered a "work made for hire," all rights,
title, and interest therein are hereby irrevocably assigned to the System Agency. The System
Agency shall have the right to obtain and to hold in its name any and all patents, copyrights,
trademarks, service marks, registrations, or such other protection as may be appropriate to the
subject matter, including extensions and renewals thereof.
C. Local Government must give the System Agency and the State of Texas, as well as any person
designated by the System Agency or the State of Texas, all assistance required to perfect the
rights defined herein without any charge or expense beyond the stated amount payable to Local
Government for the services authorized under this Contract.
ARTICLE V RECORDS, AUDIT, AND DISCLOSURE
5.01 Access to records, books, and documents
In addition to any right of access arising by operation of law, Local Government and any of Local
Government's affiliate or subsidiary organizations, or Subcontractors shall permit the System
Agency or any of its duly authorized representatives, as well as duly authorized federal, state or
local authorities, unrestricted access to and the right to examine any site where business is
v. 3.1.17
conducted or Services are performed, and all records, which includes but is not limited to financial,
client and patient records, books, papers or documents related to this Contract. If the Contract
includes federal funds, federal agencies that shall have a right of access to records as described in
this section include: the federal agency providing the funds, the Comptroller General of the United
States, the General Accounting Office, the Office of the Inspector General, and any of their
authorized representatives. In addition, agencies of the State of Texas that shall have a right of
access to records as described in this section include: the System Agency, HHSC, HHSC's
contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any
successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary
by the System Agency or any duly authorized authority, for the purpose of investigation or hearing,
Local Government shall produce original documents related to this Contract. The System Agency
and any duly authorized authority shall have the right to audit billings both before and after
payment, and all documentation that substantiates the billings. Local Government shall include this
provision concerning the right of access to, and examination of, sites and information related to this
Contract in any Subcontract it awards.
5.02 Response/compliance with audit or inspection findings
A. At Local Government's sole expense, Local Government must take action to ensure its or a
Subcontractor's compliance with a 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 the Contract. Whether Local Government's action corrects the noncompliance
shall be solely the decision of the System Agency.
B. As part of the Services, Local Government must provide to HHSC upon request a copy of those
portions of Local Government's and its Subcontractors' internal audit reports relating to the
Services and Deliverables provided to the State under the Contract.
5.03 SAO Audit
Local Government understands that acceptance of funds directly under the Contract or indirectly
through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's
Office (SAO), or any successor agency, to conduct an audit or investigation in connection with
those funds. Under the direction of the legislative audit committee, an entity that is the subject of an
audit or investigation by the SAO must provide the SAO with access to any information the SAO
considers relevant to the investigation or audit. Local Government agrees to cooperate fully with
the SAO or its successor in the conduct of the audit or investigation, including providing all records
requested. Local Government will ensure that this clause concerning the authority to audit funds
received indirectly by Subcontractors through Local Government and the requirement to cooperate
is included in any Subcontract it awards.
5.04 Recapture of Funds
The System Agency may withhold all or part of any payments to Local Government to offset
overpayments made to the Local Government. Overpayments as used in this Section include
payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not
allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this
Contract, including any unapproved expenditures. Local Government understands and agrees that it
shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance
audit(s) of funds received under this Contract. Local Government further understands and agrees
that reimbursement of such disallowed costs shall be paid by Local Government from funds which
were not provided or otherwise made available to Local Government under this Contract.
v. 3.1.17
5.05 Public Information and Confidentiality
Information related to the performance of this Contract may be subject to the Public
Information Act and will be withheld from public disclosure or released to the public only in
accordance therewith. Local Government shall make any information required under the
Public Information Act available to the System Agency in portable document file (".pdf')
format or any other format agreed between the Parties.
To the extent permitted by law, Local Government and the System Agency agree to keep
all information confidential, in whatever form produced, prepared, observed, or received by
Local Government or the System Agency. The provisions of this section remain in full
force and effect following termination or cessation of the services performed under this
Contract.
5.06 Data Security
Each Party and its Subcontractors will maintain reasonable and appropriate administrative,
physical, and technical safeguards to ensure the integrity and confidentiality of information
exchanged in the performance of services pursuant to this Contract and protect against any
reasonably anticipated threats or hazards to the security or integrity of the information and
unauthorized use or disclosure of the information in accordance with applicable federal and
state laws, rules, and regulations.
Upon notice, either Party will provide, or cause its subcontractors and agents to provide,
the other Party or its designee prompt access to any information security records, books,
documents, and papers that relate to services provided under this Contract.
ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION
6.01 Contract Management
To ensure full performance of the Contract and compliance with applicable law, the System
Agency may take actions including:
A. suspending all or part of the Contract;
B. requiring the Local Government to take specific corrective actions in order to remain in
compliance with term of the Contract;
C. recouping payments made to the Local Government found to be in error;
D. suspending and/or limiting any services and placing conditions on any such suspensions
and/or limitations of services;
E. imposing any other remedies authorized under this Contract; and
F. imposing any other remedies, sanctions or penalties permitted by federal or state
statute, law, regulation, rule.
6.02 Termination for Convenience
The System Agency may terminate the Contract at any time when, in its sole discretion, the System
Agency 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.
v. 3.1.17
6.03 Termination for Cause
The System Agency will have the right to terminate the Contract in whole or in part if the
System Agency determines, at its sole discretion, that Local Government has materially
breached the Contract or has 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 Local Government's duties under the Contract.
6.04 Equitable Settlement
Any early termination under this Article shall be subject to the equitable settlement of the
respective interests of the Parties up to the date of termination.
ARTICLE VII MISCELLANEOUS PROVISIONS
7.01 Technical Guidance Letters
In the sole discretion of the System Agency, and in conformance with federal and state law, the
System Agency may issue instructions, clarifications, or interpretations as may be required during
Work performance in the form of a Technical Guidance Letter. A TGL must be in writing_ and
may be delivered by regular mail electronic mail or facsimile transmission. Any TGL issued by
the System Agency shall be incorporated into the Contract by reference herein for all purposes
when it is issued.
7.02 Survivability
All obligations and duties of the Local Government not fully performed as of the expiration or
termination of this Contract will survive the expiration or termination of the Contract.
7.03 No Waiver
Neither failure to enforce any provision of this Contract nor payment for services provided under it
constitute waiver of any provision of the Contract.
7.04 Standard Terms and Conditions
A. In the performance of this Contract, each Party shall comply with all applicable federal,
state, and local laws, ordinances, and regulations. Each Party shall make itself familiar
with and at all times shall observe and comply with all federal, state, and local laws,
ordinances, and regulations that in any manner affect performance under this Contract.
Each Party will be deemed to have knowledge of all applicable laws and regulations
and be deemed to understand them.
B. All records relevant to this Contract shall be retained for a minimum of seven (7) years.
The period of retention begins at the date of final payment by the System Agency, or
from the date of termination of the Contract, whichever is later. The period of retention
shall be extended for a period reasonably necessary to complete an audit or to complete
any administrative proceeding or litigation that may ensue.
C. The System Agency shall own, and Local Government hereby assigns to the System
Agency, all right, title, and interest in all tangible Work.
D. Local Government shall keep and maintain under GAAP or GASB, as applicable, full,
true, and complete records necessary to fully disclose to the System Agency, the Texas
v. 3.1.17
State Auditor's Office, the United States Government, and/or their authorized
representatives sufficient information to determine compliance with the terms and
conditions of this Contract and all state and federal rules, regulations, and statutes.
E. This Contract and the rights and obligations of the Parties hereto shall be governed by,
and construed according to, the laws of the State of Texas, exclusive of conflicts of law
provisions. Venue of any suit brought under this Contract shall be in a court of
competent jurisdiction in Travis County, Texas. Local Government irrevocably waives
any objection, including any objection to personal jurisdiction or the laying of venue or
based on the grounds of forum non conveniens, which it may now or hereafter have to
the bringing of any action or proceeding in such jurisdiction in respect of this Contract
or any document related hereto. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS
A WAIVER OF SOVEREIGN IMMUNITY BY THE SYSTEM AGENCY.
F. If any provision contained in this Contract is held to be unenforceable by a court of law
or equity, this Contract shall be construed as if such provision did not exist and the non -
enforceability of such provision shall not be held to render any other provision or
provisions of this Contract unenforceable.
G. Except with respect to the obligation of payments under this Contract, if either of the
Parties, after a good faith effort, is prevented from complying with any express or implied
covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of
God; any valid order, rule, or regulation of governmental authority; or similar events that
are beyond the control of the affected Party (collectively referred to as a "Force
Majeure'), then, while so prevented, the affected Party's obligation to comply with such
covenant shall be suspended, and the affected Party shall not be liable for damages for
failure to comply with such covenant. In any such event, the Party claiming Force
Majeure shall promptly notify the other Party of the Force Majeure event in writing and,
if possible, such notice shall set forth the extent and duration thereof. The Party claiming
Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force
Majeure event where it is possible to do so and shall resume performance at the earliest
possible date. However, if non-performance continues for more than thirty (30) days, the
System Agency may terminate this Contract immediately upon written notification to
Local Government.
H. This Contract, its integrated Attachment(s), and any purchase order issued in conjunction
with this Contract constitute the entire agreement of the Parties and are intended as a
complete and exclusive statement of the promises, representations, negotiations,
discussions, and other agreements that may have been made in connection with the
subject matter hereof. Any additional or conflicting terms in such Attachment(s) and/or
purchase order shall be harmonized with this Contract to the extent possible. Unless such
integrated Attachment or purchase order specifically displays a mutual intent to amend a
particular part of this Contract, general conflicts in language shall be construed
consistently with the terms of this Contract.
v. 3.1.17
Neither party shall assign or subcontract the whole nor any part of the contract,
including any right or duty required under it, without the other parry's prior written
consent. Any assignment made contrary to this shall be void.
J. This Contract may be executed in any number of counterparts, each of which shall be
an original, and all such counterparts shall together constitute but one and the same
Contract. If the Contract is not executed by the System Agency within thirty (30) days
of execution by the other Party, this Contract shall be null and void.
K. Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self -Insurance by
Governmental Units," Each Party is self -insured and, therefore, is not required to
purchase insurance.
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v. 3.1.17
ATTACHMENT B
GENERAL AFFIRMATIONS
By entering into this Contract, Contractor affirms, without exception, as follows:
1. Contractor represents and warrants that these General Affirmations apply to Contractor and all of
Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees,
Subcontractors, independent contractors, and any other representatives who may provide services
under, who have a financial interest in, or otherwise are interested in this Contract.
2. Contractor represents and warrants that all statements and information provided to the System Agency
are current, complete, and accurate. This includes all statements and information relating in any
manner to this Contract and any solicitation resulting in this Contract.
3. Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service
to a public servant in connection with this Contract.
4. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing
solicitations), Contractor certifies that it is not ineligible to receive this Contract and acknowledges
that this Contract may be terminated and payment withheld if this certification is inaccurate.
5. Under Section 2155.006, Texas Government Code (relating to convictions and penalties regarding
Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to
receive this Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
6. Under Section 2261.053, Texas Government Code (relating to convictions and penalties regarding
Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to
receive this Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
7. Under Section 231.006, Texas Family Code (relating to delinquent child support), Contractor certifies
that it is not ineligible to receive the specified grant, loan, or payment and acknowledges that this
Contract may be terminated and payment may be withheld if this certification is inaccurate.
8. Contractor certifies that: (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors;
and (d) any personnel designated to perform services related to this Contract are not presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any federal Department or Agency. This certification is made
pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689,
Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the
Department or Agency funding this project. This provision shall be included in its entirety in
Contractor's Subcontracts if payment in whole or in part is from federal funds.
9. Contractor certifies that it, its principals, its Subcontractors, and any personnel designated to perform
services related to this Contract are eligible to participate in this transaction and have not been
subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local
governmental entity.
10. Contractor certifies it is in compliance with all State of Texas statutes and rules relating to
procurement; and that (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors;
and (d) any personnel designated to perform services related to this Contract are not listed on the
federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for
federal procurement are listed at https://www.sam.gov/portal/public/SAM/, which Contractor may
review in making this certification. Contractor acknowledges that this Contract may be terminated and
payment withheld if this certification is inaccurate. This provision shall be included in its entirety in
Contractor's Subcontracts if payment in whole or in part is from federal funds.
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3.1.17
ATTACHMENT B
GENERAL AFFIRMATIONS
11. In accordance with Texas Government Code Section 669.003 (relating to contracting with the
executive head of a state agency), Contractor certifies that it (1) is not the executive head of the
System Agency; (2) was not at any time during the past four years the executive head of the System
Agency; and (3) does not employ a current or former executive head of the System Agency.
12. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise
taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.
13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of
appropriated or other funds under this Contract are not prohibited by Sections 556.005, 556.0055, or
556.008 of the Texas Government Code (relating to use of appropriated money or state funds to
employ or pay lobbyists, lobbying expenses, or influence legislation).
14. Contractor represents and warrants that it will comply with Texas Government Code Section
2155.4441, relating to the purchase of products produced in the State of Texas under service contracts.
15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts
with and involving former and retired state agency employees), Contractor will not allow any former
employee of the System Agency to perform services under this Contract during the twelve (12) month
period immediately following the employee's last date of employment at the System Agency.
16. Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former
state officer or employee of the System Agency who during the period of state service or employment
participated on behalf of the System Agency in a procurement or contract negotiation involving
Contractor may not accept employment from Contractor before the second anniversary of the date the
officer's or employee's service or employment with the System Agency ceased.
17. Contractor understands that the System Agency does not tolerate any type of fraud. The System
Agency's policy is to promote consistent, legal, and ethical organizational behavior by assigning
responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or
standards of ethical conduct will be investigated, and appropriate actions will be taken: All employees
or contractors who suspect fraud, waste or abuse (including employee misconduct that would
constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both
the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and
the State Auditor's Office. Contractor agrees to comply with all applicable laws, rules, regulations, and
System Agency policies regarding fraud including, but not limited to, HHS Circular C-027.
18. Contractor represents and warrants that it has not violated state or federal antitrust laws and has not
communicated its bid for this Contract directly or indirectly to any competitor or any other person
engaged in such line of business. Contractor hereby assigns to System Agency any claims for
overcharges associated with this Contract under 15 U.S.C. § 1, et seq., and Texas Business and
Commerce Code § 15.01, et seq.
19. Contractor represents and warrants that it is not aware of and has received no notice of any court or
governmental agency proceeding, investigation, or other action pending or threatened against
Contractor or any of the individuals or entities included numbered paragraph 1 of these General
Affirmations within the five (5) calendar years immediately preceding the execution of this Contract
that would or could impair Contractor's performance under this Contract, relate to the contracted or
similar goods or services, or otherwise be relevant to the System Agency's consideration of entering
into this Contract. If Contractor is unable to make the preceding representation and warranty, then
Contractor instead represents and warrants that it has provided to the System Agency a complete,
detailed disclosure of any such court or governmental agency proceeding, investigation, or other action
that would or could impair Contractor's performance under this Contract, relate to the contracted or
similar goods or services, or otherwise be relevant to the System Agency's consideration of entering
1.1 Page 2 of 3
v.
3.1.17
ATTACHMENT B
GENERAL AFFIRMATIONS
into this Contract. In addition, Contractor represents and warrants that it shall notify the System
Agency in writing within five (5) business days of any changes to the representations or warranties in
this clause and understands that failure to so timely update the System Agency shall constitute breach
of contract and may result in immediate termination of this Contract.
20. Contractor understands, acknowledges, and agrees that any false representation or any failure to
comply with a representation, warranty, or certification made by Contractor is subject to all civil and
criminal consequences provided at law or in equity including, but not limited to, immediate
termination of this Contract.
21. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits
and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes,
and other laws that pertain to this Contract.
22. Contractor represents and warrants that the individual signing this Contract is authorized to sign on
behalf of Contractor and to bind Contractor.
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V. 1.1
3.1.17