HomeMy WebLinkAboutResolution - 2023-R0154 - Amendment 1 to Contract HHS000779500006 COPSD GrantResolution No. 2023-RO154
Item No. 6.11
March 21, 2023
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and
on behalf of the City of Lubbock, Amendment No. 1 to the Health and Human Services
Commission Contract No. HHS000779500006 under the Co-occurring Psychiatric and
Substance Use Disorders (COPSD) Grant Program, by and between the City of Lubbock and
the State of Texas' Health and Human Services Commission, and all related documents.
Said Amendment is attached hereto and incorporated in this resolution as if fully set forth
herein and shall be included in the minutes of the City Council.
Passed by the City Council on
ATTEST:
b fflk—,k
rtney Paz, Int m ty Secretary
APPROVED AS TO CONTENT:
-j3d,�",r
Bill Howe n, Deputy Cii4fanager
APPROVED AS TO FORM:
Ryq�Brooke, 9,-e-nior Assistant City Attorney
March 21, 2023
Y 1kVNE, MAYOR
RES.1411SC Contract No. 1-11 [S000779500006 COPSD Amendment 1
3.1.23
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Resolution No. 2023-R0154
HEALTH AND HUMAN SERVICES COMMISSION
CONTRACT No. HHS000779500006
AMENDMENT No. 1
The HEALTH AND HUMAN SERVICES COMMISSION ("HHSC" or "System Agency") and CITY OF
LUBBOCK ("Grantee"), who are collectively referred to herein as the "Parties," to that certain Co -
Occurring Psychiatric and Substance Use Disorder Services Contract effective February 1, 2022
and denominated HHSC Contract No. HHS000779500006 ("Contract"), now desire to amend the
Contract.
WHEREAS, HHSC desires to extend the Contract term to include Fiscal Year 2025;
Whereas, HHSC desires to add Fiscal Year 2025 funding;
Whereas, HHSC desires to revise Attachment B, Program Services and Unit Rates; and
Whereas, HHSC desires to update certain Contract terms and conditions.
Now, THEREFORE, the Parties amend and modify the Contract as follows:
1. ARTICLE III, DURATION, of the Contract Signature Document is deleted in its entirety
and replaced with the following in order to revise the Contract termination date from
August 31, 2024 to August 31, 2025:
This Grant Agreement is effective on February 1, 2022 and terminates on August 31, 2025,
unless renewed, extended, or terminated pursuant to the terms and conditions of the Grant
Agreement.
System Agency, at its sole discretion, may extend this Grant Agreement for any period(s)
of time, provided the Grant Agreement term, including all extensions or renewals, does not
exceed five (5) years. Notwithstanding the limitation in the preceding sentence, System
Agency, at its sole discretion, also may extend the Grant Agreement beyond five (5) years
as necessary to ensure continuity of service, for purposes of transition, or as otherwise
determined by System Agency to serve the best interest of the State.
2. ARTICLE IV, BUDGET, of the Contract Signature Document is deleted in its entirety and
replaced with the following to add state allotted funding in the amount of $79,700.00 for
Fiscal Year 2025. The HHSC funding, Grantee required match, and Total for each State
Fiscal Year (September 1 — August 31) (FY), as well as the Total Contract Value is
documented in the table below:
A. The HHSC allocated share and Grantee required match per State Fiscal Year (FY)
is as follows:
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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Fiscal HHSC Share Grantee
Year Required Match
2022 $79,700.00 $3,985.00
Budget Period:
2/1/22 - 8/31/22
2023
Budget Period:
9/1/22 - 8/31/23
2024
Budget Period:
9/1/23 - 8/31/24
2025
Budget
Period: 9/1/24
—8/31/25
Tol talc:
$79,700.00 $3,985.00
$79,700.00 $3,985.00
$79,700.00 $3,985.00
f
$318,800.00 $15,940.00
' Total
$83,685.00
I
$83,685.00
$83,685.00
$83,685.00
$334.740.00
B. All expenditures under the Contract will be in accordance with ATTACHMENT B,
PROGRAM SERVICES AND UNIT RATES (OCTOBER 2022).
3. ATTACHMENT B, PROGRAM SERVICES AND UNIT RATES, is deleted in its entirety and
replaced with ATTACHMENT B, PROGRAM SERVICES AND UNIT RATES (OCTOBER
2022).
4. ATTACHMENT C, HHS UNIFORM TERMS AND CONDITIONS (GRANT, V. 3.0), is deleted
in its entirety and replaced with ATTACHMENT C, CONTRACT AFFIRMATIONS V. 2.2.
5. ATTACHMENT D, HHS CONTRACT AFFIRMATIONS (V.2.1), is deleted in its entirety and
replaced with ATTACHMENT D, UNIFORM TERMS AND CONDITIONS — GRANT, VERSION
3.2.
6. ATTACHMENT E, ADDITIONAL PROVISIONS (V.1.0), is deleted in its entirety and replaced
with ATTACHMENT E, ADDITIONAL PROVISIONS — GRANT FUNDING, VERSION 1.0.
7. ATTACHMENT E-1, SUPPLEMENTAL TERMS AND CONDITIONS, is added to the Contract.
8. This Amendment No. 1 shall be effective as the date last signed below.
9. Except as amended and modified by this Amendment No. 1, all terms and conditions of
the Contract, as amended, shall remain in full force and effect.
10. Any further revisions to the Contract shall be by written agreement of the Parties.
SIGNATURE PAGE FOLLOWS
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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SIGNATURE PAGE FOR AMENDMENT NO. 1
HHSC CONTRACT No. HHS000779500006
HEALTH AND HUMAN SERVICES
COMMISSION
DocuS'iy:
_gned bvtG� SWOJA,
L�By' RJAD...
Roderick Swan
Associate Commissioner
April 4, 2023
Date of Signature:
CITY OF LUBBOCK
Docu Signed by:
By: � 9
Tray Payne
Mayor
Date of Signature:
March 27, 2023
THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE
CONTRACT:
ATTACHMENT B PROGRAM SERVICES AND UNIT RATES (OCTOBER 2022)
ATTACHMENT C CONTRACT AFFIRMATIONS V. 2.2
ATTACHMENT D UNIFORM TERMS AND CONDITIONS — GRANT, VERSION 3.2
ATTACHMENT E ADDITIONAL PROVISIONS — GRANT FUNDING, VERSION 1.0
ATTACHMENT E-1 SUPPLEMENTAL TERMS AND CONDITIONS
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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ATTACHMENT B
PROGRAM SERVICES AND UNIT RATES
(OCTOBER 2022)
A. Funding from the U.S. Department of Health and Human Services (HHS) and the Substance
Abuse and Mental Health Services Administration (SAMHSA) will be used to finance the Texas
Health and Human Services Commission (HHSC) Substance Use Disorder project(s), which
include the services provided under this Contract.
B. Grantee shall comply with the Code of Federal Regulations (CFR), as applicable to the federal
grant(s) listed in Item C.
C. The following Assistance Listing Number (ALN) funds, if any, are listed as part of HHSC's
share.
1. Substance Abuse Prevention Treatment (SABG) Block Grant, ALN 93.959;
2. State General Revenue.
D. Grantee shall comply with the requirements applicable in 2 CFR 200 (relating to the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards)
and the Texas Grant Management Standards (TxGMS).
E. Grantee shall review and comply with the Federal Uniform Grant Guidance (Guide), which
provides guidance on financial administration in order to clarify applicable laws, rules, and
regulations. The Guide is located at the following:_
https://www.hhs.texas.gov/business/grants/federal-uniform- r� ant -guidance.
F. Funding
1. HHSC's share of total reimbursements is not to exceed $318,800.00 for the period of
February 1, 2022 through August 31, 2025, as further specified and allocated by fiscal
year (FY) in Article IV, Budget, of the Contract Signature Document.
2. The required Grantee match for the same period is $15,940.00. Grantee is required to
contribute five (5%) matching of funds. All funding from the SABG Supplemental funding
(HR133 and/or COVID-19) do not require the matching of funds and is excluded from the
match calculations.
G. Claims
1. Grantee shall submit claims each month to HHSC through the Clinical Management for
Behavioral Health Services (CMBHS) system.
2. After the closure of each fiscal year, System Agency shall conduct contract close-out
activities. Grantee shall ensure all claims for each fiscal year (September — August) are
submitted in CMBHS by October 15`''. Claims submitted after October 151'' may be denied.
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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H. Except as indicated by the CMBHS financial eligibility assessment, Grantee shall accept
reimbursement or payment from HHSC as payment in full for services or goods provided to
clients or participants; and Grantee shall not seek additional reimbursement or payment for
services or goods, to include benefits received from federal, state, or local sources, from clients
or participants.
I. Grantee may request revisions to the approved distribution of funds budgeted in the Service
Type/Numbers Served/Capacity/Funding Amounts Chart, by submitting a written request to the
HHSC Contract Manager. Any revisions to the distribution of funds will result in revised
numbers served and/or capacity requirements. This is considered a minor administrative change
and does not require an amendment. HHSC shall provide a written notification if the revision is
approved. The HHSC Contract Manager will update CMBHS, as needed.
J. Any unexpended balance associated with any other HHSC Contract may not be applied to this
HHSC Contract.
K. HHSC funded capacity is defined as the stated number of clients who will be concurrently
served as determined by this Contract.
L. Clinic numbers must be approved by the HHSC Contract Manager before billing can occur. A
copy of the Clinic Request Form is located at: https://hhs. texas.gov/doing-business-hhs/provider-
portals/behavioral-health-services-providers/substance-use-disorder-service-providers.
M. Service Types with no associated amount will be paid from the preceding Service Type with an
associated amount.
N. Service Unit Rates
1. The unit rates for the service charts referenced in Item P. are located at the HHSC
Substance Use Disorder Service Provider's webpage, under Forms, document name:
Treatment Rate Sheet, the link to the webpage is below. All unit rates are subject to
change and contingent on available funding.
https://www.hhs.texas. mov/providers/behavioral-health-services-providers/substance-use-
disorder-service-providers
If the link to the webpage and/or location of the applicable unit rate document changes,
HHSC will provide Grantee notice through a broadcast message via email.
2. If unit rates are adjusted in accordance with Item N. L, HHSC will provide Grantee notice
through a broadcast message via email. All broadcast messages will be maintained in
Grantee's Contract file, and document the following:
a. Treatment Program/Service Type unit rate adjustments;
b. Treatment Program/Service Type unit rate adjustments effective date;
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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c. Treatment Program/Service Type method for receiving payments for the unit rate
adjustment, in accordance with Item N. 3.
3. There may be a delay between the effective date of the rate adjustment and those updated
rates being reflected in CMBHS. In the event of a difference in the posted adjusted rate
and the rate in CMBHS, the posted rate controls and payment will be adjusted as described
in Item NA.
4. The HHSC effective date of the rate adjustment will determine the method(s) to
implement the unit rate adjustment, as follows:
a. During the fiscal year close-out, HHSC may conduct reconciliation to extract paid
claims data for services provided by Grantee during the unit rate adjustment approval
period. HHSC may calculate the difference between Grantee's payment utilizing the
unit rate in CMBHS versus the revised unit rate. HHSC will thereafter issue Grantee
a final reconciliation payment for the difference between the two service unit rates.
Grantee's fiscal year payment may not exceed the amount allocated per fiscal year as
specified in Article IV, Budget.
b. HHSC may revise the service unit rates in CMBHS to ensure all service claims during
the approved service period may be reimbursed at the revised rate.
c. HHSC reserves the right to utilize different method(s) to process unit rate adjustments.
d. Method(s) used to process unit rate adjustments will be described in the broadcast
message in Item N.1.
O. Reimbursement of Allowable Costs for State Fiscal Year 2022 and State Fiscal Year 2023
Grantees may be eligible to receive additional payments for fiscal years 2022 and 2023 for
COVID 19-related costs incurred for covered services that were not included under the fee -for -
service payment reimbursement mechanism.
Additional payments will only be made upon written approval from HHSC. The agency does
not guarantee the additional payments will cover all COVID 19-related costs. In no event will
the total amount paid to any Grantee exceed the contract values as specified in Article IV,
Budget, for the associated fiscal year.
At its sole discretion, HHSC will determine additional payment amounts by applying
inflationary and/or market adjustment factors, such as the Consumer Price Index. Additional
payments will be based on Grantee's actual claim services provided and submitted to HHSC for
reimbursement through CMBHS no later than October 15th of each fiscal year.
Additional payments shall comply with applicable provisions within Title 2 of the Code of
Federal Regulations, Part 200 (Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards), and Title 45 of the Code of Federal Regulations Part
96 (Block Grants), and the Texas Grant Management Standards (TxGMS).
Additional payments will be made at the sole discretion of HHSC and are subject to availability
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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of appropriated funding.
P. The Service Types, Numbers Served, Capacity, and Funding Amounts in the charts below are
approved and shall be delivered through this Contract:
SERVICE TYPE / NUMBERS
SERVED/CAPACITY / FUNDING AMOUNTS
Fiscal Year 2023-2025 Service Chart
Number
Service Type
Served
Capacity
Amount
Co-occurring Psychiatric & Substance Abuse
70
8
$79,700.00
Disorders COPSD
Co-occurring Psychiatric & Substance Abuse
Disorders (COPSD) - Adult
Co-occurring Psychiatric & Substance Abuse
Disorders COPSD - Youth
HHSC Solicitation No. HHS0007795
HHSC Contract No. HHS000779500006
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HEALTH AND HUMAN SERVICES
Contract Number HHS000779500006
Attachment C CONTRACT AFFIRMATIONS
For purposes of these Contract Affirmations, HHS includes both the Health and Human Services
Commission (HHSC) and the Department of State Health Services (DSHS). System Agency
refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract
Affirmations apply to all Contractors and Grantees (referred to as "Contractor") regardless of
their business form (e.g., individual, partnership, corporation).
By entering into this Contract, Contractor affirms, without exception, understands, and agrees to
comply with the following items through the life of the Contract:
1. Contractor represents and warrants that these Contract 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 and any related Solicitation.
2. Complete and Accurate Information
Contractor represents and warrants that all statements and information provided to HHS
are current, complete, and accurate. This includes all statements and information in this
Contract and any related Solicitation Response.
3. Public Information Act
Contractor understands that HHS will comply with the Texas Public Information Act
(Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and
opinions of the Attorney General of the State of Texas. Information, documentation, and
other material prepared and submitted in connection with this Contract or any related
Solicitation may be subject to public disclosure pursuant to the Texas Public Information
Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is
required to make any information created or exchanged with the State pursuant to the
Contract, and not otherwise excepted from disclosure under the Texas Public Information
Act, available in a format that is accessible by the public at no additional charge to the
State.
4. Contracting Information Requirements
Contractor represents and warrants that it will comply with the requirements of Section
552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of
the Texas Government Code, the requirements of Subchapter J (Additional Provisions
Related to Contracting Information), Chapter 552 of the Government Code, may apply to
the Contract and the Contractor agrees that the Contract can be terminated if the
Contractor knowingly or intentionally fails to comply with a requirement of that
subchapter.
Health and Human Services
Contract Affirmations v. 2.2
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5. Assignment
A. Contractor shall not assign its rights under the Contract or delegate the performance
of its duties under the Contract without prior written approval from System Agency.
Any attempted assignment in violation of this provision is void and without effect.
B. Contractor understands and agrees the System Agency may in one or more
transactions assign, pledge, or transfer the Contract. Upon receipt of System
Agency's notice of assignment, pledge, or transfer, Contractor shall cooperate with
System Agency in giving effect to such assignment, pledge, or transfer, at no cost to
System Agency or to the recipient entity.
6. Terms and Conditions
Contractor accepts the Solicitation terms and conditions unless specifically noted by
exceptions advanced in the form and manner directed in the Solicitation, if any, under
which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation,
as well as terms and conditions advanced by Contractor that differ in any manner from
HHS' terms and conditions, if any, are rejected unless expressly accepted by System
Agency in writing.
7. HHS Right to Use
Contractor agrees that HHS has the right to use, produce, and distribute copies of and to
disclose to HHS employees, agents, and contractors and other governmental entities all or
part of this Contract or any related Solicitation Response as HHS deems necessary to
complete the procurement process or comply with state or federal laws.
8. Release from Liability
Contractor generally releases from liability and waives all claims against any party
providing information about the Contractor at the request of System Agency.
9. Dealings with Public Servants
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 or any
related Solicitation, or related Solicitation Response.
10. Financial Participation Prohibited
Under Section 2155.004, Texas Government Code (relating to financial participation in
preparing solicitations), Contractor certifies that the individual or business entity named
in this Contract and any related Solicitation Response is not ineligible to receive this
Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
11. Prior Disaster Relief Contract Violation
Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to
convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other
disasters), the Contractor certifies that the individual or business entity named in this
Contract and any related Solicitation Response is not ineligible to receive this Contract
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and acknowledges that this Contract may be terminated and payment withheld if this
certification is inaccurate.
12. Child Support Obligation
Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor
certifies that the individual or business entity named in this Contract and any related
Solicitation Response is not ineligible to receive the specified payment and acknowledges
that the Contract may be terminated and payment may be withheld if this certification is
inaccurate. If the certification is shown to be false, Contractor may be liable for additional
costs and damages set out in 231.006(f).
13. Suspension and Debarment
Contractor certifies that it and its principals are not suspended or debarred from doing
business with the state or federal government as listed on the State of Texas Debarred
Vendor List maintained by the Texas Comptroller of Public Accounts and the System for
Award Management (SAM) maintained by the General Services Administration. 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 any, if payment
in whole or in part is from federal funds.
14. Excluded Parties
Contractor certifies that it is not listed in the prohibited vendors list authorized by
Executive Order 13224, "Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism, " published by the United States
Department of the Treasury, Office of Foreign Assets Control.'
15. Foreign Terrorist Organizations
Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a
foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government
Code.
16. Executive Head of a State Agency
In accordance with Section 669.003 of the Texas Government Code, relating to
contracting with the executive head of a state agency, Contractor certifies that it is not (1)
the executive head of an HHS agency, (2) a person who at any time during the four years
before the date of this Contract was the executive head of an HHS agency, or (3) a person
who employs a current or former executive head of an HHS agency.
17. Human Trafficking Prohibition
Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the
individual or business entity named in this Contract is not ineligible to receive this
Contract and acknowledges that this Contract may be terminated and payment withheld if
this certification is inaccurate.
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18. Franchise Tax Status
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.
19. Debts and Delinquencies
Contractor agrees that any payments due under this Contract shall be applied towards any
debt or delinquency that is owed to the State of Texas.
20. Lobbying Prohibition
Contractor represents and warrants that payments to Contractor and Contractor's receipt
of appropriated or other funds under this Contract or any related Solicitation 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).
21. Buy Texas
Contractor agrees to comply with Section 2155.4441 of the Texas Government Code,
requiring the purchase of products and materials produced in the State of Texas in
performing service contracts.
22. Disaster Recovery Plan
Contractor agrees that upon request of System Agency, Contractor shall provide copies of
its most recent business continuity and disaster recovery plans.
23. Computer Equipment Recycling Program
If this Contract is for the purchase or lease of computer equipment, then Contractor
certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and
Safety Code related to the Computer Equipment Recycling Program and the Texas
Commission on Environmental Quality rules in 30 TAC Chapter 328.
24. Television Equipment Recycling Program
If this Contract is for the purchase or lease of covered television equipment, then
Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas
Health and Safety Code related to the Television Equipment Recycling Program.
25. Cybersecurity Training
A. Contractor represents and warrants that it will comply with the requirements of
Section 2054.5192 of the Texas Government Code relating to cybersecurity training
and required verification of completion of the training program.
B. Contractor represents and warrants that if Contractor or Subcontractors, officers, or
employees of Contractor have access to any state computer system or database, the
Contractor, Subcontractors, officers, and employees of Contractor shall complete
cybersecurity training pursuant to and in accordance with Government Code, Section
2054.5192.
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26. Restricted Employment for Certain State Personnel
Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government
Code, a former state officer or employee of a state agency who during the period of state
service or employment participated on behalf of a state agency in a procurement or
contract negotiation involving Contractor may not accept employment from Contractor
before the second anniversary of the date the Contract is signed or the procurement is
terminated or withdrawn.
27. No Conflicts of Interest
A. Contractor represents and warrants that it has no actual or potential conflicts of
interest in providing the requested goods or services to System Agency under this
Contract or any related Solicitation and that Contractor's provision of the requested
goods and/or services under this Contract and any related Solicitation will not
constitute an actual or potential conflict of interest or reasonably create an appearance
of impropriety.
B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is
made aware of a Conflict of Interest, Contractor will immediately and fully disclose
such interest in writing to System Agency. In addition, Contractor will promptly and
fully disclose any relationship that might be perceived or represented as a conflict
after its discovery by Contractor or by System Agency as a potential conflict. System
Agency reserves the right to make a final determination regarding the existence of
Conflicts of Interest, and Contractor agrees to abide by System Agency's decision.
28. Fraud, Waste, and Abuse
Contractor understands that HHS does not tolerate any type of fraud, waste, or abuse.
Violations of law, agency policies, or standards of ethical conduct will be investigated,
and appropriate actions will be taken. Pursuant to Texas Government Code, Section
321.022, if the administrative head of a department or entity that is subject to audit by the
state auditor has reasonable cause to believe that money received from the state by the
department or entity or by a client or contractor of the department or entity may have
been lost, misappropriated, or misused, or that other fraudulent or unlawful conduct has
occurred in relation to the operation of the department or entity, the administrative head
shall report the reason and basis for the belief to the Texas State Auditor's Office (SAO).
All employees or contractors who have reasonable cause to believe that fraud, waste, or
abuse has occurred (including misconduct by any HHS employee, Grantee officer, agent,
employee, or subcontractor that would constitute fraud, waste, or abuse) are required to
immediately report the questioned activity to the Health and Human Services
Commission's Office of Inspector General. Contractor agrees to comply with all
applicable laws, rules, regulations, and System Agency policies regarding fraud, waste,
and abuse including, but not limited to, HHS Circular C-027.
A report to the SAO must be made through one of the following avenues:
• SAO Toll Free Hotline: 1-800-TX-AUDIT
• SAO website: http://sao.fraud.state.tx.us/
All reports made to the OIG must be made through one of the following avenues:
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• OIG Toll Free Hotline 1-800-436-6184
• OIG Website: ReportTexasFraud.com
• Internal Affairs Email: InternalAffairsReferral@hhsc.state.tx.us
• OIG Hotline Email: OIGFraudHotline@hhsc.state.tx.us.
• OIG Mailing Address: Office of Inspector General
Attn: Fraud Hotline
MC 1300
P.O. Box 85200
Austin, Texas 78708-5200
29. Antitrust
The undersigned affirms under penalty of perjury of the laws of the State of Texas that:
A. in connection with this Contract and any related Solicitation Response, neither I nor
any representative of the Contractor has violated any provision of the Texas Free
Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
B. in connection with this Contract and any related Solicitation Response, neither I nor
any representative of the Contractor has violated any federal antitrust law; and
C. neither I nor any representative of the Contractor has directly or indirectly
communicated any of the contents of this Contract and any related Solicitation
Response to a competitor of the Contractor or any other company, corporation, firm,
partnership or individual engaged in the same line of business as the Contractor.
30. Legal and Regulatory Actions
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 in numbered
paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately
preceding execution of this Contract or the submission of any related Solicitation
Response 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 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 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 System Agency's consideration of entering
into this Contract. In addition, Contractor acknowledges this is a continuing disclosure
requirement. Contractor represents and warrants that Contractor shall notify 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 System Agency
shall constitute breach of contract and may result in immediate contract termination.
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31. No Felony Criminal Convictions
Contractor represents that neither Contractor nor any of its employees, agents, or
representatives, including any subcontractors and employees, agents, or representative of
such subcontractors, have been convicted of a felony criminal offense or that if such a
conviction has occurred Contractor has fully advised System Agency in writing of the
facts and circumstances surrounding the convictions.
32. Unfair Business Practices
Contractor represents and warrants that it has not been the subject of allegations of
Deceptive Trade Practices violations under Chapter 17 of the Texas Business and
Commerce Code, or allegations of any unfair business practice in any administrative
hearing or court suit and that Contractor has not been found to be liable for such practices
in such proceedings. Contractor certifies that it has no officers who have served as
officers of other entities who have been the subject of allegations of Deceptive Trade
Practices violations or allegations of any unfair business practices in an administrative
hearing or court suit and that such officers have not been found to be liable for such
practices in such proceedings.
33. Entities that Boycott Israel
Contractor represents and warrants that (1) it does not, and shall not for the duration of
the Contract, boycott Israel or (2) the verification required by Section 2271.002 of the
Texas Government Code does not apply to the Contract. If circumstances relevant to this
provision change during the course of the Contract, Contractor shall promptly notify
System Agency.
34. E-Verify
Contractor certifies that for contracts for services, Contractor shall utilize the U.S.
Department of Homeland Security's E-Verify system during the term of this Contract to
determine the eligibility of:
1. all persons employed by Contractor to perform duties within Texas; and
2. all persons, including subcontractors, assigned by Contractor to perform work
pursuant to this Contract within the United States of America.
35. Former Agency Employees — Certain Contracts
If this Contract is an employment contract, a professional services contract under Chapter
2254 of the Texas Government Code, or a consulting services contract under Chapter
2254 of the Texas Government Code, in accordance with Section 2252.901 of the Texas
Government Code, Contractor represents and warrants that neither Contractor nor any of
Contractor's employees including, but not limited to, those authorized to provide services
under the Contract, were former employees of an HHS Agency during the twelve (12)
month period immediately prior to the date of the execution of the Contract.
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36. Disclosure of Prior State Employment — Consulting Services
If this Contract is for consulting services,
A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor
providing consulting services who has been employed by, or employs an individual
who has been employed by, System Agency or another State of Texas agency at any
time during the two years preceding the submission of Contractor's offer to provide
services must disclose the following information in its offer to provide services.
Contractor hereby certifies that this information was provided and remains true,
correct, and complete:
1. Name of individual(s) (Contractor or employee(s));
2. Status;
3. The nature of the previous employment with HHSC or the other State of Texas
agency;
4. The date the employment was terminated and the reason for the termination; and
5. The annual rate of compensation for the employment at the time of its
termination.
B. If no information was provided in response to Section A above, Contractor certifies
that neither Contractor nor any individual employed by Contractor was employed by
System Agency or any other State of Texas agency at any time during the two years
preceding the submission of Contractor's offer to provide services.
37. Abortion Funding Limitation
Contractor understands, acknowledges, and agrees that, pursuant to Article IX of the
General Appropriations Act (the Act), to the extent allowed by federal and state law,
money appropriated by the Texas Legislature may not be distributed to any individual or
entity that, during the period for which funds are appropriated under the Act:
1. performs an abortion procedure that is not reimbursable under the state's Medicaid
program;
2. is commonly owned, managed, or controlled by an entity that performs an abortion
procedure that is not reimbursable under the state's Medicaid program; or
3. is a franchise or affiliate of an entity that performs an abortion procedure that is not
reimbursable under the state's Medicaid program.
The provision does not apply to a hospital licensed under Chapter 241, Health and Safety
Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor
represents and warrants that it is not ineligible, nor will it be ineligible during the term of
this Contract, to receive appropriated funding pursuant to Article IX.
38. Funding Eligibility
Contractor understands, acknowledges, and agrees that, pursuant to Chapter 2272 (eff.
Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that
Chapter, HHSC cannot contract with an abortion provider or an affiliate of an abortion
provider. Contractor certifies that it is not ineligible to contract with HHSC under the
terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code.
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39. Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment (2 CFR 200.216)
Contractor certifies that the individual or business entity named in this Response or
Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR
200.216.
40. COVID-19 Vaccine Passports
Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that
it does not require its customers to provide any documentation certifying the customer's
COVID-19 vaccination or post -transmission recovery on entry to, to gain access to, or to
receive service from the Contractor's business. Contractor acknowledges that such a
vaccine or recovery requirement would make Contractor ineligible for a state -funded
contract.
41. Entities that Boycott Energy Companies
In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S., pursuant to Section
2274.002 of the Texas Government Code (relating to prohibition on contracts with
companies boycotting certain energy companies), Contractor represents and warrants
that: (1) it does not, and will not for the duration of the Contract, boycott energy
companies or (2) the verification required by Section 2274.002 of the Texas Government
Code does not apply to the Contract. If circumstances relevant to this provision change
during the course of the Contract, Contractor shall promptly notify System Agency.
42. Entities that Discriminate Against Firearm and Ammunition Industries
In accordance with Senate Bill 19, Acts 2021, 87th Leg., R.S., pursuant to Section
2274.002 of the Texas Government Code (relating to prohibition on contracts with
companies that discriminate against firearm and ammunition industries), Contractor
verifies that: (1) it does not, and will not for the duration of the Contract, have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association or (2) the verification required by Section 2274.002 of the Texas Government
Code does not apply to the Contract. If circumstances relevant to this provision change
during the course of the Contract, Contractor shall promptly notify System Agency.
43. Security Controls for State Agency Data
In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas
Government Code, Section 2054.138, Contractor understands, acknowledges, and agrees
that if, pursuant to this Contract, Contractor is or will be authorized to access, transmit,
use, or store data for System Agency, Contractor is required to meet the security controls
the System Agency determines are proportionate with System Agency's risk under the
Contract based on the sensitivity of System Agency's data and that Contractor must
periodically provide to System Agency evidence that Contractor meets the security
controls required under the Contract.
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44. Cloud Computing State Risk and Authorization Management Program (TX -RAMP)
In accordance with Senate Bill 475, Acts 2021, 87th Leg., R.S., pursuant to Texas
Government Code, Section 2054.0593, Contractor acknowledges and agrees that, if
providing cloud computing services for System Agency, Contractor must comply with
the requirements of the state risk and authorization management program and that System
Agency may not enter or renew a contract with Contractor to purchase cloud computing
services for the agency that are subject to the state risk and authorization management
program unless Contractor demonstrates compliance with program requirements. If
providing cloud computing services for System Agency that are subject to the state risk
and authorization management program, Contractor certifies it will maintain program
compliance and certification throughout the term of the Contract.
45. Office of Inspector General Investigative Findings Expert Review
In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it
possesses the necessary occupational licenses and experience.
46. Contract for Professional Services of Physicians, Optometrists, and Registered
Nurses
In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 2254.008(a)(2) is applicable to this Contract, Contractor affirms that it
possesses the necessary occupational licenses and experience.
47. Foreign -Owned Companies in Connection with Critical Infrastructure
If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts
with certain foreign -owned companies in connection with critical infrastructure) is
applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor
certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent
company, is: (1) majority owned or controlled by citizens or governmental entities of
China, Iran, North Korea, Russia, or any other country designated by the Governor under
Government Code Section 2274.0103, or (2) headquartered in any of those countries.
48. Critical Infrastructure Subcontracts
For purposes of this Paragraph, the designated countries are China, Iran, North Korea,
Russia, and any countries lawfully designated by the Governor as a threat to critical
infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code,
Contractor shall not enter into a subcontract that will provide direct or remote access to or
control of critical infrastructure, as defined by Section 113.001 of the Texas Business and
Commerce Code, in this state, other than access specifically allowed for product warranty
and support purposes to any subcontractor unless (i) neither the subcontractor nor its
parent company, nor any affiliate of the subcontractor or its parent company, is majority
owned or controlled by citizens or governmental entities of a designated country; and (ii)
neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or
its parent company, is headquartered in a designated country. Contractor will notify the
System Agency before entering into any subcontract that will provide direct or remote
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access to or control of critical infrastructure, as defined by Section 113.001 of the Texas
Business & Commerce Code, in this state.
49. Enforcement of Certain Federal Firearms Laws Prohibited
In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government
Code, Section 2.101 is applicable to Contractor, Contractor certifies that it is not
ineligible to receive state grant funds pursuant to Texas Government Code, Section
2.103.
50. Prohibition on Abortions
Contractor understands, acknowledges, and agrees that, pursuant to Article II of the
General Appropriations Act, (1) no funds shall be used to pay the direct or indirect costs
(including marketing, overhead, rent, phones, and utilities) of abortion procedures
provided by contractors of HHSC; and (2) no funds appropriated for Medicaid Family
Planning, Healthy Texas Women Program, or the Family Planning Program shall be
distributed to individuals or entities that perform elective abortion procedures or that
contract with or provide funds to individuals or entities for the performance of elective
abortion procedures. Contractor represents and warrants that it is not ineligible, nor will it
be ineligible during the term of this Contract, to receive appropriated funding pursuant to
Article II.
51. False Representation
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.
52. False Statements
Contractor represents and warrants that all statements and information prepared and
submitted by Contractor in this Contract and any related Solicitation Response are
current, complete, true, and accurate. Contractor acknowledges any false statement or
material misrepresentation made by Contractor during the performance of this Contract
or any related Solicitation is a material breach of contract and may void this Contract.
Further, 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.
53. Permits and License
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, statutes, codes, and other laws that pertain to this Contract.
54. Equal Employment Opportunity
Contractor represents and warrants its compliance with all applicable duly enacted state
and federal laws governing equal employment opportunities.
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55. Federal Occupational Safety and Health Law
Contractor represents and warrants that all articles and services shall meet or exceed the
safety standards established and promulgated under the Federal Occupational Safety and
Health Act of 1970, as amended (29 U.S.C. Chapter 15).
56. Signature Authority
Contractor represents and warrants that the individual signing this Contract Affirmations
document is authorized to sign on behalf of Contractor and to bind the Contractor.
Signature Page Follows
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Authorized representative on behalf of Contractor must complete and sign the following:
City of Lubbock
Legal Name of Contractor
Assumed Business Name of Contractor, if applicable (d/b/a or `doing business as')
Texas County(s) for Assumed Business Name (d/b/a or `doing business as')
Attach Assumed Name Certificate(s) filed with the
Texas Secretary of State and Assumed
Name Certificate(s), if any, for each Texas County Where Assumed Name Certificate(s) has
been filed.
DOCUSigned by:
pa�v ,
March 27, 2023
z�F�nFF!����4HDw.
Signature of Authorized Representative
Date Signed
Tray Payne
Mayor
Printed Name of Authorized Representative
Title of Authorized Representative
First, Middle Name or Initial, and Last Name
1314 Ave. K
Lubbock, Texas, 79401
Physical Street Address
City, State, Zip Code
Mailing Address, if different
City, State, Zip Code
(806)-775-2024
Phone Number
Fax Number
TrayPayne@mylubbock.us
058213893
Email Address
DUNS Number
7560005906
00017560005906
Federal Employer Identification Number
Texas Identification Number (TIN)
N/A
N/A
Texas Franchise Tax Number
Texas Secretary of State Filing
Number
lxdnekwrvkj6
SAM.gov Unique Entity Identifier (UEI)
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Attachment D
. VT E XAS
. y
Health 1 Human Services
Health and Human Services (HHS)
Uniform Terms and Conditions - Grant
Version 3.2
Published and Effective — July 2022
Responsible Office: Chief Counsel
DocuSign Envelope ID: B635666A-8342-4E6A-9132-D2C97EFAF016
ABOUT THIS DOCUMENT
In this document, Grantees (also referred to in this document as subrecipients or contractors) will find
requirements and conditions applicable to grant funds administered and passed -through by both the Texas Health
and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). These
requirements and conditions are incorporated into the Grant Agreement through acceptance by Grantee of any
funding award by HHSC or DSHS.
The terms and conditions in this document are in addition to all requirements listed in the RFA, if any, under
which applications for this grant award are accepted, as well as all applicable federal and state laws and
regulations. Applicable federal and state laws and regulations may include, but are not limited to: 2 CFR Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards;
requirements of the entity that awarded the funds to HHS; Chapter 783 of the Texas Government Code; Texas
Comptroller of Public Accounts' agency rules (including Uniform Grant and Contract Standards set forth in Title
34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code); the Texas Grant
Management Standards (TxGMS) developed by the Texas Comptroller of Public Accounts; and the Funding
Announcement, Solicitation, or other instrument/documentation under which HHS was awarded funds. HHS, in
its sole discretion, reserves the right to add requirements, terms, or conditions.
HHS Uniform Terms and Conditions — Grant v 3.2
Effective July 2022
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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS ........................... 6
1.1
DEFINITIONS.........................................................................................................
6
1.2
INTERPRETIVE PROVISIONS..................................................................................
7
ARTICLE II. PAYMENT PROVISIONS.........................................................................
8
2.1
PROMPT PAYMENT................................................................................................
8
2.2
TAXES....................................................................................................................
8
2.3
ANCILLARY AND TRAVEL EXPENSES...................................................................
9
2.4
BILLING.................................................................................................................9
2.5
USE OF FUNDS.......................................................................................................
9
2.6
USE FOR MATCH PROHIBITED..............................................................................
9
2.7
PROGRAM INCOME............................................................................................... 9
2.8
NONSUPPLANTING.................................................................................................9
2.9
INDIRECT COST RATES.......................................................................................
10
ARTICLE III. STATE AND FEDERAL FUNDING.....................................................10
3.1
EXCESS OBLIGATIONS PROHIBITED...................................................................
10
3.2
NO DEBT AGAINST THE STATE...........................................................................
10
3.3
DEBTS AND DELINQUENCIES..............................................................................
10
3.4
REFUNDS AND OVERPAYMENTS.........................................................................
10
ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS ..................11
4.1
ALLOWABLE COSTS............................................................................................
11
4.2
AUDITS AND FINANCIAL STATEMENTS...............................................................
11
4.3
SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS ....................................
12
ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND
CERTIFICATIONS...........................................................................................................
12
5.1
WARRANTY.........................................................................................................
12
5.2
GENERAL AFFIRMATIONS...................................................................................
13
5.3
FEDERAL ASSURANCES.......................................................................................
13
5.4
FEDERAL CERTIFICATIONS................................................................................
13
5.5
STATE ASSURANCES............................................................................................
13
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ARTICLE VI. INTELLECTUAL PROPERTY.............................................................13
6.1
OWNERSHIP OF WORK PRODUCT.......................................................................
13
6.2
GRANTEE'S PRE-EXISTING WORKS...................................................................
14
6.3
THIRD PARTY IP.................................................................................................
14
6.4
AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS ...............................
14
6.5
DELIVERY UPON TERMINATION OR EXPIRATION ..............................................
15
6.6
SURVIVAL............................................................................................................
15
6.7
SYSTEM AGENCY DATA......................................................................................
15
ARTICLE VII. PROPERTY............................................................................................15
7.1
USE OF STATE PROPERTY...................................................................................
15
7.2
DAMAGE TO STATE PROPERTY..........................................................................
16
7.3
PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT .......
16
7.4
EQUIPMENT AND PROPERTY...............................................................................
16
ARTICLE VIII. RECORD RETENTION, AUDIT, AND CONFIDENTIALITY .....
17
8.1
RECORD MAINTENANCE AND RETENTION.........................................................
17
8.2
AGENCY'S RIGHT TO AUDIT...............................................................................
17
8.3
RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS ...................
18
8.4
STATE AUDITOR'S RIGHT TO AUDIT..................................................................
18
8.5
CONFIDENTIALITY..............................................................................................
18
ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED
ACTIVITIES......................................................................................................................19
9.1
REMEDIES............................................................................................................19
9.2
TERMINATION FOR CONVENIENCE....................................................................
19
9.3
TERMINATION FOR CAUSE.................................................................................
19
9.4
GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS....
20
9.5
INHERENTLY RELIGIOUS ACTIVITIES................................................................
20
9.6
POLITICAL ACTIVITIES.......................................................................................
20
ARTICLE X. INDEMNITY..............................................................................................
21
10.1
GENERAL INDEMNITY.........................................................................................
21
10.2
INTELLECTUAL PROPERTY.................................................................................
21
10.3
ADDITIONAL INDEMNITY PROVISIONS...............................................................
22
ARTICLE XI. GENERAL PROVISIONS......................................................................
22
11.1
AMENDMENTS.....................................................................................................
22
11.2
NO QUANTITY GUARANTEES..............................................................................
22
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11.3
CHILD ABUSE REPORTING REQUIREMENTS......................................................
22
11.4
CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE
POLICY MINIMUM STANDARDS..........................................................................
23
11.5
INSURANCE AND BONDS......................................................................................
23
11.6
LIMITATION ON AUTHORITY..............................................................................
23
11.7
CHANGE IN LAWS AND COMPLIANCE WITH LAWS ............................................
24
11.8
SUBCONTRACTORS..............................................................................................24
11.9
PERMITTING AND LICENSURE............................................................................
24
11.10
INDEPENDENT CONTRACTOR.............................................................................
24
11.11
GOVERNING LAW AND VENUE...........................................................................
25
11.12
SEVERABILITY.....................................................................................................25
11.13
SURVIVABILITY...................................................................................................
25
11.14
FORCE MAJEURE................................................................................................
25
11.15
NO IMPLIED WAIVER OF PROVISIONS...............................................................
26
11.16
FUNDING DISCLAIMERS AND LABELING............................................................
26
11.17
MEDIA RELEASES...............................................................................................
26
11.18
PROHIBITION ON NON -COMPETE RESTRICTIONS .............................................
26
11.19
SOVEREIGN IMMUNITY.......................................................................................
26
11.20
ENTIRE CONTRACT AND MODIFICATION...........................................................
27
11.21
COUNTERPARTS..................................................................................................
27
11.22
PROPER AUTHORITY...........................................................................................
27
11.23
E-VERIFY PROGRAM..........................................................................................
27
11.24
CIVIL RIGHTS......................................................................................................
27
11.25
ENTERPRISE INFORMATION MANAGEMENT STANDARDS .................................
28
11.26
DISCLOSURE OF LITIGATION..............................................................................
28
11.27
NO THIRD PARTY BENEFICIARIES.....................................................................
29
11.28
BINDING EFFECT.................................................................................................
29
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ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
1.1 DEFINITIONS
As used in this Grant Agreement, unless a different definition is specified, or the context
clearly indicates otherwise, the following terms and conditions have the meanings assigned
below:
"Amendment" means a written agreement, signed by the Parties, which documents
changes to the Grant Agreement.
"Contract" or "Grant Agreement" means the agreement entered into by the Parties,
including the Signature Document, these Uniform Terms and Conditions, along with any
attachments and amendments that may be issued by the System Agency.
"Deliverables" means the goods, services, and work product, including all reports and
project documentation, required to be provided by Grantee to the System Agency.
"DSHS" means the Department of State Health Services.
"Effective Date" means the date on which the Grant Agreement takes effect.
"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.
"Grantee" means the Party receiving funds under this Grant Agreement. May also be
referred to as "subrecipient" or "contractor" in this document.
"HHSC" means the Texas Health and Human Services Commission.
"Health and Human Services" or "HHS" includes HHSC and DSHS.
"Intellectual Property Rights" means the worldwide proprietary rights or interests,
including patent, copyright, trade secret, and trademark rights, as such right may be
evidenced by or embodied in:
i. any idea, design, concept, personality right, method, process, technique,
apparatus, invention, discovery, or improvement;
ii. any work of authorship, including any compilation, computer code, website or
web page design, literary work, pictorial work, or graphic work;
iii. any trademark, service mark, trade dress, trade name, branding, or other indicia
of source or origin;
iv. domain name registrations; and
v. any other proprietary or similar rights. The Intellectual Property Rights of a Party
include all worldwide proprietary rights or interests that the Party may have
acquired by assignment, by exclusive license, or by license with the right to grant
sublicenses.
"Parties" means the System Agency and Grantee, collectively.
"Party" means either the System Agency or Grantee, individually.
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"Project" means specific activities of the Grantee that are supported by funds provided
under this Grant Agreement.
"Signature Document" means the document executed by all Parties for this Grant
Agreement.
"Solicitation," "Funding Announcement" or "RM uest for Applications (RFA)" means
the document (including all exhibits, attachments, and published addenda), issued by the
System Agency under which applications for grant funds were requested, which is
incorporated by reference in the Grant Agreement for all purposes in its entirety.
"Solicitation Response" or "Application" means Grantee's full and complete Solicitation
response (including any attachments and addenda), which is incorporated by reference in
the Grant Agreement for all purposes in its entirety.
"State Fiscal Year" means the period beginning September I and ending August 31 each
year, which is the annual accounting period for the State of Texas.
"State of Texas Textravel" means the Texas Comptroller of Public Accounts' state travel
rules, policies, and guidelines.
"Statement of Work" means the description of activities Grantee must perform to complete
the Project, as specified in the Grant Agreement and as may be amended.
"System Agency" means HHSC or DSHS, as applicable.
"Work Product" means any and all works, including work papers, notes, materials,
approaches, designs, specifications, systems, innovations, improvements, inventions,
software, programs, source code, documentation, training materials, audio or audiovisual
recordings, methodologies, concepts, studies, reports, whether finished or unfinished,
and whether or not included in the deliverables, that are developed, produced, generated
or provided by Grantee in connection with Grantee's performance of its duties under the
Grant Agreement or through use of any funding provided under this Grant Agreement.
"Texas Grant Management Standards" or "TxGMS" means uniform grant and contract
administration procedures, developed under the authority of Chapter 783 of the
Texas Government Code, to promote the efficient use of public funds in local
government and in programs requiring cooperation among local, state, and federal
agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise
provided by applicable law or directed by System Agency. Additionally, except as
otherwise provided by applicable law, in the event of a conflict between TxGMS and
applicable federal or state law, federal law prevails over state law and state law prevails
over TxGMS.
1.2 INTERPRETIVE PROVISIONS
A. The meanings of defined terms include the singular and plural forms.
B. The words "hereof," "herein," "hereunder," and similar words refer to this Grant
Agreement as a whole and not to any particular provision, section, attachment, or
schedule of this Grant Agreement unless otherwise specified.
C. The term "including" is not limiting and means "including without limitation" and,
unless otherwise expressly provided in this Grant Agreement, (i) references to contracts
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(including this Grant Agreement) and other contractual instruments shall be deemed to
include all subsequent Amendments and other modifications, but only to the extent that
such Amendments and other modifications are not prohibited by the terms of this Grant
Agreement, 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 agreements, contracts, statutes, or administrative rules or regulations
in the Grant Agreement are references to these documents as amended, modified, or
supplemented during the term of the Grant Agreement.
E. The captions and headings of this Grant Agreement are for convenience of reference
only and do not affect the interpretation of this Grant Agreement.
F. All attachments, including those incorporated by reference, and any Amendments are
considered part of the terms of this Grant Agreement.
G. This Grant Agreement may use several different limitations, regulations, or policies to
regulate the same or similar matters. All such limitations, regulations, and policies are
cumulative.
H. Unless otherwise expressly provided, reference to any action of the System Agency or
by the System Agency by way of consent, approval, or waiver will be deemed modified
by the phrase "in its sole discretion."
I. Time is of the essence in this Grant Agreement.
J. Prior to execution of the Grant Agreement, Grantee must notify System Agency's
designated contact in writing of any ambiguity, conflict, discrepancy, omission, or other
error. If Grantee fails to notify the System Agency designated contact of any ambiguity,
conflict, discrepancy, omission or other error in the Grant Agreement prior to Grantee's
execution of the Grant Agreement, Grantee:
i. Shall have waived any claim of error or ambiguity in the Grant Agreement; and
ii. Shall not contest the interpretation by the System Agency of such provision(s).
No grantee will be entitled to additional reimbursement, relief, or time by reason of any
ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error or
its later correction.
ARTICLE II. PAYMENT PROVISIONS
2.1 PROMPT PAYMENT
Payment shall be made in accordance with Chapter 2251 of the Texas Government Code,
commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas
Government Code shall govern remittance of payment and remedies for late payment and
non-payment.
2.2 TAXES
Grantee represents and warrants that it shall pay all taxes or similar amounts resulting from
the Grant Agreement, including, but not limited to, any federal, State, or local income, sales
or excise taxes of Grantee or its employees. System Agency shall not be liable for any taxes
resulting from the Grant Agreement.
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2.3 ANCILLARY AND TRAVEL EXPENSES
A. Except as otherwise provided in the Grant Agreement, no ancillary expenses incurred by
the Grantee 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.
B. Except as otherwise provided in the Grant Agreement, when the reimbursement of travel
expenses is authorized by the Grant Agreement, all such expenses will be reimbursed in
accordance with the rates set by the Texas Comptroller's Textravel guidelines, which can
currently be accessed at: https:Hfmx.cpa.texas.gov/fmx/travel/txtravel/.
2.4 BILLING
Unless otherwise provided in the Grant Agreement, Grantee shall bill the System Agency in
accordance with the Grant Agreement. Unless otherwise specified in the Grant Agreement,
Grantee shall submit requests for reimbursement or payment monthly by the last business
day of the month following the month in which expenses were incurred or services provided.
Grantee shall maintain all documentation that substantiates invoices and make the
documentation available to the System Agency upon request.
2.5 USE OF FUNDS
Grantee shall expend funds under this Grant Agreement only for approved services and for
reasonable and allowable expenses directly related to those services.
2.6 USE FOR MATCH PROHIBITED
Grantee shall not use funds provided under this Grant Agreement for matching purposes in
securing other funding without the written approval of the System Agency.
2.7 PROGRAM INCOME
Program income refers to gross income directly generated by a supporting activity during
the period of performance. Unless otherwise required under the Grant Agreement, Grantee
shall use Program Income, as provided in TxGMS, to further the Project, and Grantee shall
spend the Program Income on the Project. Grantee shall identify and report Program Income
in accordance with the Grant Agreement, applicable law, and any programmatic guidance.
Grantee shall expend Program Income during the Grant Agreement term, when earned, and
may not carry Program Income forward to any succeeding term. Grantee shall refund
Program Income to the System Agency if the Program Income is not expended in the term in
which it is earned. The System Agency may base future funding levels, in part, upon
Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and
in using Program Income for the purposes and under the conditions specified in this Grant
Agreement.
2.8 NONSUPPLANTING
Grant funds must be used to supplement existing, new or corresponding programming and
related activities. Grant funds may not be used to supplant (replace) existing funds that have
been appropriated, allocated, or disbursed for the same purpose. System Agency may
conduct Grant monitoring or audits may be conducted to review, among other things,
Grantee's compliance with this provision.
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2.9 INDIRECT COST RATES
The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for
all applicable Grant Agreements. For subrecipients receiving federal funds, indirect cost
rates will be determined in accordance with applicable law including, but not limited to, 2
CFR 200.414(f). For recipients receiving state funds, indirect costs will be determined in
accordance with applicable law including, but not limited to, TxGMS. Grantees funded with
blended federal and state funding will be subject to both state and federal requirements when
determining indirect costs. In the event of a conflict between TxGMS and applicable federal
law or regulation, the provisions of federal law or regulation will apply. Grantee will provide
any necessary financial documents to determine the indirect cost rate in accordance with the
Uniform Grant Guidance (UGG) and TxGMS.
ARTICLE III. STATE AND FEDERAL FUNDING
3.1 EXCESS OBLIGATIONS PROHIBITED
This Grant Agreement is subject to termination or cancellation, without penalty to System
Agency, either in whole or in part, subject to the availability and actual receipt by System
Agency of state or federal funds. System Agency is a state agency whose authority and
appropriations are subject to actions of the Texas Legislature. If System Agency becomes
subject to a legislative change, revocation of statutory authority, or lack of appropriated
funds that would render either System Agency's or Grantee's delivery or performance under
the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or
cancelled and be deemed null and void. In the event of a termination or cancellation under
this Section, System Agency will not be liable to Grantee for any damages that are caused or
associated with such termination or cancellation, and System Agency will not be required to
give prior notice. Additionally, System Agency will not be liable to Grantee for any
remaining unpaid funds under this Grant Agreement at time of termination.
3.2 NO DEBT AGAINST THE STATE
This Grant Agreement will not be construed as creating any debt by or on behalf of the State
of Texas.
3.3 DEBTS AND DELINQUENCIES
Grantee agrees that any payments due under the Grant Agreement shall be directly applied
towards eliminating any debt or delinquency it has to the State of Texas including, but not
limited to, delinquent taxes, delinquent student loan payments, and delinquent child support
during the entirety of the Grant Agreement term.
3.4 REFUNDS AND OVERPAYMENTS
A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to
Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or
if any required financial status report(s) is not submitted by the due date(s); or (ii) require
Grantee to promptly refund or credit - within thirty (30) calendar days of written notice —
to System Agency any funds erroneously paid by System Agency which are not expressly
authorized under the Grant Agreement.
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B. "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 Grant
Agreement, including any unapproved expenditures. Grantee 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 Grant Agreement. Grantee further
understands and agrees that reimbursement of such disallowed costs shall be paid by
Grantee from funds which were not provided or otherwise made available to Grantee
under this Grant Agreement.
ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS
4.1 ALLOWABLE COSTS
A. Allowable Costs are restricted to costs that are authorized under Texas Uniform Grant
Management Standards (TxGMS) and applicable state and federal rules and laws. This
Grant Agreement is subject to all applicable requirements of TxGMS, including the
criteria for Allowable Costs. Additional federal requirements apply if this Grant
Agreement is funded, in whole or in part, with federal funds.
B. System Agency will reimburse Grantee for actual, allowable, and allocable costs incurred
by Grantee in performing the Project, provided the costs are sufficiently documented.
Grantee must have incurred a cost prior to claiming reimbursement and within the
applicable term to be eligible for reimbursement under this Grant Agreement. At its sole
discretion, the System Agency will determine whether costs submitted by Grantee are
allowable and eligible for reimbursement. The System Agency may take repayment
(recoup) from remaining funds available under this Grant Agreement in amounts
necessary to fulfill Grantee's repayment obligations. Grantee and all payments received
by Grantee under this Grant Agreement are subject to applicable cost principles, audit
requirements, and administrative requirements including applicable provisions under 2
CFR 200, 48 CFR Part 31, and TxGMS.
C. OMB Circulars will be applied with the modifications prescribed by TxGMS with effect
given to whichever provision imposes the more stringent requirement in the event of a
conflict.
4.2 AUDITS AND FINANCIAL STATEMENTS
A. Audits
i. Grantee understands and agrees that Grantee is subject to any and all applicable audit
requirements found in state or federal law or regulation or added by this Grant
Agreement
ii. HHS Single Audit Unit will notify Grantee to complete the Single Audit
Determination Form. If Grantee fails to complete the form within thirty (30) calendar
days after receipt of notice, Grantee maybe subject to sanctions and remedies for
non-compliance.
iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a
single audit or program -specific audit in accordance with 2 CFR 200. The federal
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threshold amount includes federal funds passed through by way of state agency
awards.
iv. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a
single audit or program -specific audit in accordance with TxGMS. The audit must be
conducted by an independent certified public accountant and in accordance with 2
CFR 200, Government Auditing Standards, and TxGMS.
v. For -profit Grantees whose expenditures meet or exceed the federal or state
expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or
TxGMS, as applicable, for their program -specific audits.
vi. Each Grantee required to obtain a single audit must competitively re -procure single
audit services once every six years. Grantee shall procure audit services in
compliance with this section, state procurement procedures, as well as with
applicable provisions of 2 CFR 200 and TxGMS.
B. Financial Statements.
Each Grantee that does not meet the expenditure threshold for a single audit or program -
specific audit, must provide financial statements for the audit period.
4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS
A. Audits.
Due the earlier of 30 days after receipt of the independent certified public accountant's
report or nine months after the end of the fiscal year, Grantee shall submit one electronic
copy of the single audit or program -specific audit to the System Agency via:
i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau or,
ii. Email to: single audit re orthhsc.state.tx.us.
B. Financial Statements.
Due no later than nine months after the Grantee's fiscal year-end, Grantees not required
to submit an audit, shall submit one electronic copy of their financial statements via:
i. HHS portal at https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or,
ii. Email to: single audit re orthhsc.state.tx.us.
ARTICLE V. WARRANTY, AFFIRMATIONS, ASSURANCES AND
CERTIFICATIONS
5.1 WARRANTY
Grantee warrants that all work under this Grant Agreement shall be completed in a manner
consistent with standards under the terms of this Grant Agreement, in the applicable trade,
profession, or industry; shall conform to or exceed the specifications set forth in the Grant
Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no
material defects. If System Agency, in its sole discretion, determines Grantee has failed to
complete work timely or to perform satisfactorily under conditions required by this Grant
Agreement, the System Agency may require Grantee, at its sole expense, to:
i. Repair or replace all defective or damaged work;
ii. Refund any payment Grantee received from System Agency for all defective or
damaged work and, in conjunction therewith, require Grantee to accept the return of
such work; and,
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iii. Take necessary action to ensure that Grantee's future performance and work conform
to the Grant Agreement requirements.
5.2 GENERAL AFFIRMATIONS
Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement,
the Grantee has reviewed the affirmations and that Grantee is in compliance with all
requirements.
5.3 FEDERAL ASSURANCES
Grantee further certifies that, to the extent federal assurances are incorporated into the Grant
Agreement, the Grantee has reviewed the federal assurances and that Grantee is in
compliance with all requirements.
5.4 FEDERAL CERTIFICATIONS
Grantee further certifies that, to the extent federal certifications are incorporated into the
Grant Agreement, the Grantee has reviewed the federal certifications and that Grantee is in
compliance with all requirements. In addition, Grantee certifies that it is in compliance with
all applicable federal laws, rules, and regulations, as they may pertain to this Grant Agreement.
5.5 STATE ASSURANCES
Except to the extent of any conflict under applicable law or requirements or guidelines of
any federal awarding agency from which funding for this Grant Agreement originated, the
Grantee must comply with the applicable state assurances included within the TxGMS
which are incorporated here by reference.
ARTICLE VI. INTELLECTUAL PROPERTY
6.1 OWNERSHIP OF WORK PRODUCT
A. All right, title, and interest in the Work Product, including all Intellectual Property
Rights therein, is exclusively owned by System Agency. Grantee and Grantee's
employees will have no rights in or ownership of the Work Product or any other property
of System Agency.
B. Any and all Work Product that is copyrightable under United States copyright law is
deemed to be "work made for hire" owned by System Agency, as provided by Title 17
of the United States Code. To the extent that Work Product does not qualify as a "work
made for hire" under applicable federal law, Grantee hereby irrevocably assigns and
transfers to System Agency, its successors and assigns, the entire right, title, and interest
in and to the Work Product, including any and all Intellectual Property Rights
embodied therein or associated therewith, and in and to all works based upon, derived
from, or incorporating the Work Product, and in and to all income, royalties, damages,
claims and payments now or hereafter due or payable with respect thereto, and in and to
all causes of action, either in law or in equity for past, present or future infringement
based on the copyrights, and in and to all rights corresponding to the foregoing.
C. Grantee agrees to execute all papers and to perform such other acts as System Agency
may deem necessary to secure for System Agency or its designee the rights herein
assigned.
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D. In the event that Grantee has any rights in and to the Work Product that cannot be
assigned to System Agency, Grantee hereby grants to System Agency an exclusive,
worldwide, royalty -free, transferable, irrevocable, and perpetual license, with the right to
sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform
and publicly display, make, have made, use, sell and offer for sale the Work Product and
any products developed by practicing such rights.
E. The foregoing does not apply to Incorporated Pre-existing Works or Third Party IP that
are incorporated in the Work Product by Grantee. Grantee shall provide System Agency
access during normal business hours to all Grantee materials, premises, and computer
files containing the Work Product.
6.2 GRANTEE'S PRE-EXISTING WORKS
A. To the extent that Grantee incorporates into the Work Product any works of Grantee that
were created by Grantee or that Grantee acquired rights in prior to the Effective Date of
this Grant Agreement ("Incorporated Pre-existing Works"), Grantee retains ownership
of such Incorporated Pre-existing Works.
B. Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive,
royalty -free, transferable, worldwide right and license, with the right to sublicense, to
use, reproduce, modify, copy, create derivative works of, publish, publicly perform and
display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in
any medium, with or without the associated Work Product.
C. Grantee represents, warrants, and covenants to System Agency that Grantee has all
necessary right and authority to grant the foregoing license in the Incorporated Pre-
existing Works to System Agency.
6.3 THIRD PARTY IP
A. To the extent that any Third Party IP is included or incorporated in the Work Product by
Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable
third party for System Agency's benefit, the irrevocable, perpetual, non-exclusive,
worldwide, royalty -free right and license, for System Agency's internal business or
governmental purposes only, to use, reproduce, display, perform, distribute copies of,
and prepare derivative works based upon such Third Party IP and any derivative works
thereof embodied in or delivered to System Agency in conjunction with the Work
Product, and to authorize others to do any or all of the foregoing.
B. Grantee shall obtain System Agency's advance written approval prior to incorporating
any Third Party IP into the Work Product, and Grantee shall notify System Agency on
delivery of the Work Product if such materials include any Third Party IP.
C. Grantee shall provide System Agency all supporting documentation demonstrating
Grantee's compliance with this Section 6.3, including without limitation documentation
indicating a third party's written approval for Grantee to use any Third Party IP that may
be incorporated in the Work Product.
6.4 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS
Grantee shall have written, binding agreements with its employees and subcontractors that
include provisions sufficient to give effect to and enable Grantee's compliance with
Grantee's obligations under this Article VI, Intellectual Property.
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6.5 DELIVERY UPON TERMINATION OR EXPIRATION
No later than the first calendar day after the termination or expiration of the Grant Agreement
or upon System Agency's request, Grantee shall deliver to System Agency all completed, or
partially completed, Work Product, including any Incorporated Pre-existing Works, and any
and all versions thereof. Grantee's failure to timely deliver such Work Product is a material
breach of the Grant Agreement. Grantee will not retain any copies of the Work Product or any
documentation or other products or results of Grantee's activities under the Grant Agreement
without the prior written consent of System Agency.
6.6 SURVIVAL
The provisions and obligations of this Article survive any termination or expiration of the
Grant Agreement.
6.7 SYSTEM AGENCY DATA
A. As between the Parties, all data and information acquired, accessed, or made available to
Grantee by, through, or on behalf of System Agency or System Agency contractors,
including all electronic data generated, processed, transmitted, or stored by Grantee in
the course of providing data processing services in connection with Grantee's
performance hereunder (the "System Agency Data"), is owned solely by System Agency.
B. Grantee has no right or license to use, analyze, aggregate, transmit, create derivatives of,
copy, disclose, or process the System Agency Data except as required for Grantee to
fulfill its obligations under the Grant Agreement or as authorized in advance in writing
by System Agency.
C. For the avoidance of doubt, Grantee is expressly prohibited from using, and from
permitting any third party to use, System Agency Data for marketing, research, or other
non -governmental or commercial purposes, without the prior written consent of System
Agency.
D. Grantee shall make System Agency Data available to System Agency, including to
System Agency's designated vendors, as directed in writing by System Agency. The
foregoing shall be at no cost to System Agency.
E. Furthermore, the proprietary nature of Grantee's systems that process, store, collect,
and/or transmit the System Agency Data shall not excuse Grantee's performance of its
obligations hereunder.
ARTICLE VII. PROPERTY
7.1 USE OF STATE PROPERTY
A. Grantee is prohibited from using State Property for any purpose other than performing
Services authorized under the Grant Agreement.
B. State Property includes, but is not limited to, System Agency's office space,
identification badges, System Agency information technology equipment and networks
(e.g., laptops, portable printers, cell phones, iPads or tablets, external hard drives, data
storage devices, any System Agency -issued software, and the System Agency Virtual
Private Network (VPN client)), and any other resources of System Agency.
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C. Grantee shall not remove State Property from the continental United States. In addition,
Grantee may not use any computing device to access System Agency's network or e-
mail while outside of the continental United States.
D. Grantee shall not perform any maintenance services on State Property unless the Grant
Agreement expressly authorizes such Services.
E. During the time that State Property is in the possession of Grantee, Grantee shall be
responsible for:
i. all repair and replacement charges incurred by State Agency that are associated with
loss of State Property or damage beyond normal wear and tear, and
ii. all charges attributable to Grantee's use of State Property that exceeds the Grant
Agreement scope. Grantee shall fully reimburse such charges to System Agency
within ten (10) calendar days of Grantee's receipt of System Agency's notice of
amount due. Use of State Property for a purpose not authorized by the Grant
Agreement shall constitute breach of contract and may result in termination of the
Grant Agreement and the pursuit of other remedies available to System Agency
under contract, at law, or in equity.
7.2 DAMAGE TO STATE PROPERTY
A. In the event of loss, destruction, or damage to any System Agency or State of Texas
owned, leased, or occupied property or equipment by Grantee or Grantee's employees,
agents, Subcontractors, or suppliers, Grantee shall be liable to System Agency and the
State of Texas for the full cost of repair, reconstruction, or replacement of the lost,
destroyed, or damaged property.
B. Grantee shall notify System Agency of the loss, destruction, or damage of equipment or
property within one (1) business day. Grantee shall reimburse System Agency and the
State of Texas for such property damage within ten (10) calendar days after Grantee's
receipt of System Agency's notice of amount due.
7.3 PROPERTY RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT
In the event the Grant Agreement is terminated for any reason or expires, State Property
remains the property of the System Agency and must be returned to the System Agency by
the earlier of the end date of the Grant Agreement or upon System Agency's request.
7.4 EQUIPMENT AND PROPERTY
A The Grantee must ensure equipment with a per -unit cost of $5,000 or greater purchased
with grant funds under this award is used solely for the purpose of this Grant or is
properly pro -rated for use under this Grant. Grantee must have control systems to
prevent loss, damage, or theft of property funded under this Grant. Grantee shall
maintain equipment management and inventory procedures for equipment, whether
acquired in part or whole with grant funds, until disposition occurs.
B. When equipment acquired by Grantee under this Grant Agreement is no longer needed
for the original project or for other activities currently supported by System Agency, the
Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as
applicable. Upon termination of this Grant Agreement, use and disposal of equipment by
the Grantee shall conform with TxGMS requirements.
C. Grantee shall initiate the purchase of all equipment approved in writing by the System
Agency in accordance with the schedule approved by System Agency, as applicable.
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Failure to timely initiate the purchase of equipment may result in the loss of availability
of funds for the purchase of equipment. Requests to purchase previously approved
equipment after the first quarter in the Grant Agreement must be submitted to the
assigned System Agency contract manager.
D. Controlled Assets include firearms, regardless of the acquisition cost, and the following
assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop
computers (including notebooks, tablets and similar devices), non -portable printers and
copiers, emergency management equipment, communication devices and systems,
medical and laboratory equipment, and media equipment. Controlled Assets are
considered supplies.
E System Agency funds must not be used to purchase buildings or real property without
prior written approval from System Agency. Any costs related to the initial acquisition
of the buildings or real property are not allowable without written pre -approval.
ARTICLE VIII. RECORD RETENTION, AUDIT, AND
CONFIDENTIALITY
8.1 RECORD MAINTENANCE AND RETENTION
A. Grantee 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 State
Auditor's Office, the United States Government, and their authorized representatives
sufficient information to determine compliance with the terms and conditions of this Grant
Agreement and all state and federal rules, regulations, and statutes.
B. Grantee shall maintain and retain legible copies of this Grant Agreement and all records
relating to the performance of the Grant Agreement, including supporting fiscal
documents adequate to ensure that claims for grant funds are in accordance with
applicable State of Texas requirements. These records shall be maintained and retained
by the Grantee for a minimum of seven (7) years after the Grant Agreement expiration
date or seven (7) years after all audits, claims, litigation or disputes involving the Grant
Agreement are resolved, whichever is later.
8.2 AGENCY'S RIGHT TO AUDIT
A. Grantee shall make available at reasonable times and upon reasonable notice, and for
reasonable periods, work papers, reports, books, records, supporting documents kept
current by Grantee pertaining to the Grant Agreement for purposes of inspecting,
monitoring, auditing, or evaluating by System Agency and the State of Texas.
B. In addition to any right of access arising by operation of law, Grantee and any of
Grantee'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 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 Grant Agreement. If the Grant Agreement 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
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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, HHS's
contracted examiners, the State Auditor's Office, the Office of the Texas Attorney
General, and any successor agencies. Each of these entities may be a duly authorized
authority.
C. If deemed necessary by the System Agency or any duly authorized authority, for the
purpose of investigation or hearing, Grantee shall produce original documents related to
this Grant Agreement.
D. 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.
E. Grantee shall include this provision concerning the right of access to, and examination
of, sites and information related to this Grant Agreement in any Subcontract it awards.
8.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS
A. Grantee must act to ensure its and its Subcontractors' compliance with all corrections
necessary to address any finding of noncompliance with any law, regulation, audit
requirement, or generally accepted accounting principle, or any other deficiency
identified in any audit, review, or inspection of the Grant Agreement and the services
and Deliverables provided. Any such correction will be at Grantee's or its
Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall
be solely the decision of the System Agency.
B. As part of the services, Grantee must provide to HHS upon request a copy of those
portions of Grantee's and its Subcontractors' internal audit reports relating to the services
and Deliverables provided to the State under the Grant Agreement.
8.4 STATE AUDITOR'S RIGHT TO AUDIT
The state auditor may conduct an audit or investigation of any entity receiving funds from the
state directly under the Grant Agreement or indirectly through a subcontract under the Grant
Agreement. The acceptance of funds directly under the Grant Agreement or indirectly
through a subcontract under the Grant Agreement acts as acceptance of the authority of the
state auditor, under the direction of the legislative audit committee, 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 state auditor must
provide the state auditor with access to any information the state auditor considers relevant
to the investigation or audit.
8.5 CONFIDENTIALITY
Grantee shall maintain as confidential and shall not disclose to third parties without System
Agency's prior written consent, any System Agency information including but not limited to
System Agency's business activities, practices, systems, conditions and services. This
section will survive termination or expiration of this Grant Agreement. This requirement
must be included in all subcontracts awarded by Grantee.
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ARTICLE IX. GRANT REMEDIES, TERNUNATION AND PROHIBITED
ACTIVITIES
9.1 REMEDIES
A To ensure Grantee's full performance of the Grant Agreement and compliance with
applicable law, System Agency reserves the right to hold Grantee accountable for breach
of contract or substandard performance and may take remedial or corrective actions,
including, but not limited to the following:
i. temporarily withholding cash disbursements or reimbursements pending correction of
the deficiency;
ii. disallowing or denying use of funds for the activity or action deemed not to be in
compliance;
iii. disallowing claims for reimbursement that may require a partial or whole return of
previous payments or reimbursements;
iv. suspending all or part of the Grant Agreement;
v. requiring the Grantee to take specific actions in order to remain in compliance with
the Grant Agreement;
vi. recouping payments made by the System Agency to the Grantee found to be in error;
vii. suspending, limiting, or placing conditions on the Grantee's continued performance
of the Project;
viii. prohibiting the Grantee from receiving additional funds for other grant programs
administered by the System Agency until satisfactory compliance resolution is
obtained;
ix. withholding release of new grant agreements; and
x. imposing any other remedies, sanctions or penalties authorized under this Grant
Agreement or permitted by federal or state statute, law, regulation or rule.
B. Unless expressly authorized by System Agency, Grantee may not be entitled to
reimbursement for expenses incurred while the Grant Agreement is suspended.
C. No action taken by System Agency in exercising remedies or imposing sanctions will
constitute or operate as a waiver of any other rights or remedies available to System
Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by
System Agency in exercising remedies or imposing sanctions will constitute or operate
as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by
System Agency, Grantee may not be entitled to reimbursement for expenses incurred
while the Grant Agreement is suspended or after termination.
9.2 TERMINATION FOR CONVENIENCE
The System Agency may terminate the Grant Agreement, in whole or in part, 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 the
System Agency's notice of termination.
9.3 TERMINATION FOR CAUSE
A. Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the
System Agency may terminate the Grant Agreement, in whole or in part, upon either of
the following conditions:
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i. Material Breach
The System Agency may terminate the Grant Agreement, in whole or in part, if
the System Agency determines, in its sole discretion, that Grantee has materially
breached the Grant Agreement or has failed to adhere to any laws, ordinances,
rules, regulations or orders of any public authority having jurisdiction, whether or
not such violation prevents or substantially impairs performance of Grantee's duties
under the Grant Agreement. Grantee's misrepresentation in any aspect including,
but not limited to, of Grantee's Solicitation Application, if any, or Grantee's
addition to the SAM exclusion list (identification in SAM as an excluded entity)
may also constitute a material breach of the Grant Agreement.
ii. Failure to Maintain Financial Viability
The System Agency may terminate the Grant Agreement if the System Agency, in
its sole discretion, determines that Grantee no longer maintains the financial
viability required to complete the services and deliverables, or otherwise fully
perform its responsibilities under the Grant Agreement.
B. System Agency will specify the effective date of such termination in the notice to
Grantee. If no effective date is specified, the Grant Agreement will terminate on the
date of the notification.
9.4 GRANTEE RESPONSIBILITY FOR SYSTEM AGENCY'S TERMINATION COSTS
If the System Agency terminates the Grant Agreement for cause, the Grantee shall be
responsibleto the System Agency for all costs incurred by the System Agency and the State
of Texas to replace the Grantee. These costs include, but are not limited to, the costs of
procuring a substitute grantee and the cost of any claim or litigation attributable to Grantee's
failure to perform any work in accordance with the terms of the Grant Agreement.
9.5 INHERENTLY RELIGIOUS ACTIVITIES
Grantee may not use grant funding to engage in inherently religious activities, such as
proselytizing, scripture study, or worship. Grantees may engage in inherently religious
activities; however, these activities must be separate in time or location from the grant -
funded program. Moreover, grantees must not compel program beneficiaries to participate in
inherently religious activities. These requirements apply to all grantees, not just faith -based
organizations.
9.6 POLITICAL ACTIVITIES
Grant funds cannot be used for the following activities:
A. Grantees and their relevant sub -grantees or subcontractors are prohibited from using
grant funds directly or indirectly for political purposes, including lobbying, advocating
for legislation, campaigning for, endorsing, contributing to, or otherwise supporting
political candidates or parties, and voter registration campaigns. Grantees may use
private, or non -System Agency money or contributions for political purposes but may
not charge to, or be reimbursed from, System Agency contracts or grants for the costs of
such activities.
B. Grant -funded employees may not use official authority or influence to achieve any
political purpose and grant funds cannot be used for the salary, benefits, or any other
compensation of an elected official.
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C. Grant funds may not be used to employ, in any capacity, a person who is required by
Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant
funds cannot be used to pay membership dues to an organization that partially or wholly
pays the salary of a person who is required by Chapter 305 of the Texas Government
Code to register as a lobbyist.
D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use
of appropriated funds to influence certain Federal contracting and financial transactions.
ARTICLE X. INDEMNITY
10.1 GENERAL INDEMNITY
A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE
STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS,
AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,
ATTORNEYS' FEES, AND EXPENSES ARISING OUT OF OR RESULTING
FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS,
EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS
OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE
GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE
GRANT AGREEMENT.
B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE
CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD
HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR
LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS
OF THE SYSTEM AGENCY OR ITS EMPLOYEES.
C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other
entity under the Grant Agreement.
10.2 INTELLECTUAL PROPERTY
GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY
AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS, OR
INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE
SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER
INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN
CONNECTION WITH OR ARISING FROM:
i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS
GRANT AGREEMENT;
i ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR
OTHER SERVICE PROVIDED HEREUNDER; AND/OR
is SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF
ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO
SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM
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AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE
UNDER THE GRANT AGREEMENT.
10.3 ADDITIONAL INDEMNITY PROVISIONS
A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM.
GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE,
INCLUDING ATTORNEYS' FEES.
B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE
OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE
MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING
THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY
GENERAL.
C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF
TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER
AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND
COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM
AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS
INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS
REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL,
SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE
COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF
SYSTEM AGENCY'S COUNSEL.
ARTICLE XI. GENERAL PROVISIONS
11.1 AMENDMENTS
Except as otherwise expressly provided, the Grant Agreement may only be amended by a
written Amendment executed by both Parties.
11.2 NO QUANTITY GUARANTEES
The System Agency makes no guarantee of volume or usage of work under this Grant
Agreement. All work requested may be on an irregular and as needed basis throughout the
Grant Agreement term.
11.3 CHILD ABUSE REPORTING REQUIREMENTS
A. Grantees shall comply with child abuse and neglect reporting requirements in Texas
Family Code Chapter 261. This section is in addition to and does not supersede any
other legal obligation of the Grantee to report child abuse.
B. Grantee shall use the Texas Abuse Hotline Website located at
https://www.txabusehotline.org/Login'Default.aspx as required by the System
Agency. Grantee shall retain reporting documentation on site and make it available for
inspection by the System Agency.
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11.4 CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY
MINIMUM STANDARDS
A. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that
meets or exceeds all of the following minimum standards of:
i. Prohibiting the use of all forms of tobacco products, including but not limited to
cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes,
smokeless tobacco, snuff and chewing tobacco;
ii. Designating the property to which this Policy applies as a "designated area," which
must at least comprise all buildings and structures where activities funded under this
Grant Agreement are taking place, as well as Grantee owned, leased, or controlled
sidewalks, parking lots, walkways, and attached parking structures immediately
adjacent to this designated area;
iii. Applying to all employees and visitors in this designated area; and
iv. Providing for or referring its employees to tobacco use cessation services.
B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the
System Agency.
11.5 INSURANCE AND BONDS
Unless otherwise specified in this Contract, Grantee shall acquire and maintain, for the
duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this
Contract and potential liabilities thereunder with financially sound and reputable insurers
licensed by the Texas Department of Insurance, in the type and amount customarily carried
within the industry as determined by the System Agency. Grantee shall provide evidence of
insurance as required under this Contract, including a schedule of coverage or underwriter's
schedules establishing to the satisfaction of the System Agency the nature and extent of
coverage granted by each such policy, upon request by the System Agency. In the event that
any policy is determined by the System Agency to be deficient to comply with the terms of
this Contract, Grantee shall secure such additional policies or coverage as the System
Agency may reasonably request or that are required by law or regulation. If coverage expires
during the term of this Contract, Grantee must produce renewal certificates for each type of
coverage. In addition, if required by System Agency, Grantee must obtain and have on file a
blanket fidelity bond that indemnifies System Agency against the loss or theft of any grant
funds, including applicable matching funds. The fidelity bond must cover the entirety of the
grant term and any subsequent renewals. The failure of Grantee to comply with these
requirements may subject Grantee to remedial or corrective actions detailed in section 10.1,
General Indemnity, above.
These and all other insurance requirements under the Grant apply to both Grantee and its
Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance
with all requirements.
11.6 LIMITATION ON AUTHORITY
A. Grantee shall not have any authority to act for or on behalf of the System Agency or the
State of Texas except as expressly provided for in the Grant Agreement; no other
authority, power, or use is granted or implied. Grantee may not incur any debt,
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obligation, expense, or liability of any kind on behalf of System Agency or the State of
Texas.
B. Grantee may not rely upon implied authority and is not granted authority under the Grant
Agreement to:
i. Make public policy on behalf of the System Agency;
ii. Promulgate, amend, or disregard administrative regulations or program policy
decisions made by State and federal agencies responsible for administration of a
System Agency program; or
iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas
Legislature on behalf of the System Agency regarding System Agency programs or
the Grant Agreement. However, upon System Agency request and with reasonable
notice from System Agency to the Grantee, the Grantee shall assist the System
Agency in communications and negotiations regarding the Work under the Grant
Agreement with state and federal governments.
11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS
Grantee shall comply with all laws, regulations, requirements and guidelines applicable to a
Grantee providing services and products required by the Grant Agreement to the State of
Texas, as these laws, regulations, requirements and guidelines currently exist and as amended
throughout the term of the Grant Agreement. Notwithstanding Section 11.1, Amendments,
above, System Agency reserves the right, in its sole discretion, to unilaterally amend the Grant
Agreement to incorporate any modifications necessary for System Agency's compliance, as
an agency of the State of Texas, with all applicable state and federal laws, regulations,
requirements and guidelines.
11.8 SUBCONTRACTORS
Grantee may not subcontract any or all of the Work and/or obligations under the Grant
Agreement without prior written approval of the System Agency. Subcontracts, if any,
entered into by the Grantee shall be in writing and be subject to the requirements of the
Grant Agreement. Should Grantee subcontract any of the services required in the Grant
Agreement, Grantee expressly understands and acknowledges System Agency is in no
manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve
Grantee of the responsibility for ensuring that the services performed under all subcontracts
are rendered in compliance with the Grant Agreement.
11.9 PERMITTING AND LICENSURE
At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant
Agreement any state, county, city, or federal license, authorization, insurance, waiver,
permit, qualification or certification required by statute, ordinance, law, or regulation to be
held by Grantee to provide the goods or services required by this Grant Agreement. Grantee
shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and
licenses required by law. Grantee shall be responsible for payment of any such government
obligations not paid by its Subcontractors during performance of this Grant Agreement.
11.10 INDEPENDENT CONTRACTOR
Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and
third -party service providers shall serve as independent contractors in providing the services
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under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and
neither may make any commitments on the other party's behalf. The Grantee is not a
"governmental body" solely by virtue of this Grant Agreement or receipt of grant funds
under this Grant Agreement. Grantee shall have no claim against System Agency for
vacation pay, sick leave, retirement benefits, social security, worker's compensation, health
or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
The Grant Agreement shall not create any joint venture, partnership, agency, or employment
relationship between Grantee and System Agency.
11.11 GOVERNING LAW AND VENUE
The Grant Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to the conflicts of law provisions. The venue of any suit
arising under the Grant Agreement is fixed in any court of competent jurisdiction of Travis
County, Texas, unless the specific venue is otherwise identified in a statute which directly
names or otherwise identifies its applicability to the System Agency.
11.12 SEVERABILITY
If any provision contained in this Grant Agreement is held to be unenforceable by a court of
law or equity, such construction will not affect the legality, validity, or enforceability of any
other provision or provisions of this Grant Agreement. It is the intent and agreement of the
Parties this Grant Agreement shall be deemed amended by modifying such provision to the
extent necessary to render it valid, legal and enforceable while preserving its intent or, if
such modification is not possible, by substituting another provision that is valid, legal and
enforceable and that achieves the same objective. All other provisions of this Grant
Agreement will continue in full force and effect.
11.13 SURVIVABILITY
Expiration or termination of the Grant Agreement for any reason does not release Grantee
from any liability or obligation set forth in the Grant Agreement that is expressly stated to
survive any such expiration or termination, that by its nature would be intended to be
applicable following any such expiration or termination, or that is necessary to fulfill the
essential purpose of the Grant Agreement, including without limitation the provisions
regarding return of grant funds, audit requirements, records retention, public information,
warranty, indemnification, confidentiality, and rights and remedies upon termination.
11.14 FORCE MAJEURE
Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of
performance, of any requirement included in the Grant Agreement caused by force majeure.
The existence of such causes of delay or failure shall extend the period of performance until
after the causes of delay or failure have been removed provided the non -performing party
exercises all reasonable due diligence to perform. Force majeure is defined as acts of God,
war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are
beyond the reasonable control of either party and that by exercise of due foresight such party
could not reasonably have been expected to avoid, and which, by the exercise of all
reasonable due diligence, such party is unable to overcome.
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11.15 NO IMPLIED WAIVER OF PROVISIONS
The failure of the System Agency to object to or to take affirmative action with respect to
any conduct of the Grantee which is in violation or breach of the terms of the Grant
Agreement shall not be construed as a waiver of the violation or breach, or of any future
violation or breach.
11.16 FUNDING DISCLAIMERS AND LABELING
A. Grantee shall not use System Agency's name or refer to System Agency directly or
indirectly in any media appearance, public service announcement, or disclosure relating
to this Grant Agreement including any promotional material without first obtaining
written consent from System Agency. The foregoing prohibition includes, without
limitation, the placement of banners, pop-up ads, or other advertisements promoting
Grantee's or a third party's products, services, workshops, trainings, or other commercial
offerings on any website portal or internet-based service or software application hosted
or managed by Grantee. This does not limit the Grantee's responsibility to comply with
obligations related to the Texas Public Information Act or Texas Open Meetings Act.
B. In general, no publication (including websites, reports, projects, etc.) may convey
System Agency's recognition or endorsement of the Grantee's project without prior
written approval from System Agency. Publications funded in part or wholly by HHS
grant funding must include a statement that "HHS and neither any of its components
operate, control, are responsible for, or necessarily endorse, this publication (including,
without limitation, its content, technical infrastructure, and policies, and any services or
tools provided)" at HHS's request.
11.17 MEDIA RELEASES
A. Grantee shall not use System Agency's name, logo, or other likeness in any press
release, marketing material or other announcement without System Agency's prior
written approval. System Agency does not endorse any vendor, commodity, or service.
Grantee is not authorized to make or participate in any media releases or public
announcements pertaining to this Grant Agreement or the Services to which they relate
without System Agency's prior written consent, and then only in accordance with
explicit written instruction from System Agency.
B. Grantee may publish, at its sole expense, results of Grantee performance under the Grant
Agreement with the System Agency's prior review and approval, which the System
Agency may exercise at its sole discretion. Any publication (written, visual, or sound)
will acknowledge the support received from the System Agency and any Federal agency,
as appropriate.
11.18 PROHIBITION ON NON -COMPETE RESTRICTIONS
Grantee shall not require any employees or Subcontractors to agree to any conditions, such
as non -compete clauses or other contractual arrangements, that would limit or restrict such
persons or entities from employment or contracting with the State ofTexas.
11.19 SOVEREIGN IMMUNITY
Nothing in the Grant Agreement will be construed as a waiver of the System Agency's or
the State's sovereign immunity. This Grant Agreement shall not constitute or be construed as
a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the
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System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement,
of any privileges, rights, defenses, remedies, or immunities available to the System Agency
or the State of Texas under the Grant Agreement or under applicable law shall not constitute
a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a
basis for estoppel. System Agency does not waive any privileges, rights, defenses, or
immunities available to System Agency by entering into the Grant Agreement or by its
conduct prior to or subsequent to entering into the Grant Agreement.
11.20 ENTIRE CONTRACT AND MODIFICATION
The Grant Agreement constitutes the entire agreement of the Parties and is 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 any future document incorporated into the Grant
Agreement will be harmonized with this Grant Agreement to the extent possible.
11.21 COUNTERPARTS
This Grant Agreement may be executed in any number of counterparts, each of which will
be an original, and all such counterparts will together constitute but one and the same Grant
Agreement.
11.22 PROPER AUTHORITY
Each Party represents and warrants that the person executing this Grant Agreement on its
behalf has full power and authority to enter into this Grant Agreement.
11.23 E-VERIFY PROGRAM
Grantee certifies that it utilizes and will continue to utilize the U.S. Department of
Homeland Security's E-Verify system to determine the eligibility of:
A. all persons employed to perform duties within Texas during the term of the Grant
Agreement; and
B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant
to the Grant Agreement within the United States of America.
11.24 CIVIL RIGHTS
A. Grantee agrees to comply with state and federal anti -discrimination laws, including:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.);
ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794);
iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.);
iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107);
v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688);
vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and
vii. The System Agency's administrative rules, as set forth in the Texas Administrative
Code, to the extent applicable to this Grant Agreement.
B. Grantee agrees to comply with all amendments to the above -referenced laws, and all
requirements imposed by the regulations issued pursuant to these laws. These laws
provide in part that no persons in the United States may, on the grounds of race, color,
national origin, sex, age, disability, political beliefs, or religion, be excluded from
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participation in or denied any aid, care, service or other benefits provided by Federal or
State funding, or otherwise be subjected to discrimination.
C. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its
implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a
contractor from adopting and implementing policies and procedures that exclude or have
the effect of excluding or limiting the participation of clients in its programs, benefits, or
activities on the basis of national origin. State and federal civil rights laws require
contractors to provide alternative methods for ensuring access to services for applicants
and recipients who cannot express themselves fluently in English. Grantee agrees to take
reasonable steps to provide services and information, both orally and in writing, in
appropriate languages other than English, in order to ensure that persons with limited
English proficiency are effectively informed and can have meaningful access to
programs, benefits, and activities.
D. Grantee agrees to post applicable civil rights posters in areas open to the public
informing clients of their civil rights and including contact information for the HHS
Civil Rights Office. The posters are available on the HHS website at:
https://hhs.texas. gov/about-hhs/your-rights/civil-rights-office/civil-rights-posters.
E. Grantee agrees to comply with Executive Order 13279, and its implementing regulations
at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that
participates in programs funded by direct financial assistance from the United States
Department of Agriculture or the United States Department of Health and Human
Services shall not discriminate against a program beneficiary or prospective program
beneficiary on the basis of religion or religious belief.
F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the
Grantee's civil rights policies and procedures.
G. Grantee must notify HHSC's Civil Rights Office of any complaints of discrimination
received relating to its performance under this Grant Agreement. This notice must be
delivered no more than ten (10) calendar days after receipt of a complaint. Notice
provided pursuant to this section must be directed to:
HHSC Civil Rights Office
701 W. 51 st Street, Mail CodeW206
Austin, Texas 78751
Phone Toll Free: (888) 388-6332
Phone: (512) 438-4313
Fax: (512) 438-5885
Email: HHSCivilRightsOffice@hhsc.state.tx.us.
11.25 ENTERPRISE INFORMATION MANAGEMENT STANDARDS
Grantee shall conform to HHS standards for data management as described by the policies
of the HHS Office of Data, Analytics, and Performance. These include, but are not limited
to, standards for documentation and communication of data models, metadata, and other
data definition methods that are required by HHS for ongoing data governance, strategic
portfolio analysis, interoperability planning, and valuation of HHS System data assets.
11.26 DISCLOSURE OF LITIGATION
A. The Grantee must disclose in writing to the contract manager assigned to this Grant
Agreement any material civil or criminal litigation or indictment either threatened or
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pending involving the Grantee. "Threatened litigation" as used herein shall include
governmental investigations and civil investigative demands. "Litigation" as used herein
shall include administrative enforcement actions brought by governmental agencies. The
Grantee must also disclose any material litigation threatened or pending involving
Subcontractors, consultants, and/or lobbyists. For purposes of this section, "material"
refers, but is not limited, to any action or pending action that a reasonable person
knowledgeable in the applicable industry would consider relevant to the Work under the
Grant Agreement or any development such a person would want to be aware of in order
to stay fully apprised of the total mix of information relevant to the Work, together with
any litigation threatened or pending that may result in a substantial change in the
Grantee's financial condition.
B. This is a continuing disclosure requirement; any litigation commencing after Grant
Agreement Award must be disclosed in a written statement to the assigned contract
manager within seven calendar days of its occurrence.
11.27 No THIRD PARTY BENEFICIARIES
The Grant Agreement is made solely and specifically among and for the benefit of the
Parties named herein and their respective successors and assigns, and no other person shall
have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on
account of the Grant Agreement as a third -party beneficiary or otherwise.
11.28 BINDING EFFECT
The Grant Agreement shall inure to the benefit of, be binding upon, and be enforceable
against each Party and their respective permitted successors, assigns, transferees, and
delegates.
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ATTACHMENT E
TEXAS
Health and Human Services
Health and Human Services (HHS)
Additional Provisions — Grant Funding
Version 1.0
Effective: February 2021
Health and Human Services
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TABLE OF CONTENTS
1.
TURNOVER PLAN.............................................................................................................. 3
2.
TURNOVER ASSISTANCE................................................................................................ 3
3.
TRADEMARK LICENSE................................................................................................... 3
4.
TRADEMARK OWNERSHIP............................................................................................ 4
5.
ELECTRICAL ITEMS........................................................................................................ 4
6.
DISASTER SERVICES........................................................................................................ 4
7.
NOTICE OF A LICENSE ACTION................................................................................... 4
8.
EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES .................................... 5
9.
CONSENT TO MEDICAL, DENTAL, PSYCHOLOGICAL, AND SURGICAL
TREATMENTOF A CHILD.............................................................................................. 5
10.
TELEMEDICINE/TELEHEALTH SERVICES............................................................... 5
11.
SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH
PROFICIENCY.................................................................................................................... 5
12.
THIRD PARTY PAYORS................................................................................................... 6
13.
HIV/AIDS MODEL WORKPLACE GUIDELINES........................................................ 6
14.
MEDICAL RECORDS RETENTION................................................................................ 6
15.
INTERIM EXTENSION AMENDMENT.......................................................................... 7
16.
ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND
SECURITY STANDARDS.................................................................................................. 7
17.
PROJECT COMMENCEMENT........................................................................................ 9
18.
DUPLICATION OF FUNDING.......................................................................................... 9
19.
NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS..................10
20.
NOTICE OF CONTRACT ACTION...............................................................................10
21.
NOTICE OF BANKRUPTCY...........................................................................................10
22.
NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL...............10
23.
NOTICE OF INSOLVENCY, INCAPACITY, OR OUTSTANDING UNPAID
OBLIGATIONS..................................................................................................................10
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ADDITIONAL PROVISIONS
The terms and conditions of these Additional Provisions are incorporated into and made a part of
the Contract. Terms included in these Additional Provisions and not otherwise defined have the
meanings assigned to them in HHS Uniform Terms and Conditions, Attachment D.
1. TURNOVER PLAN
System Agency, in its sole discretion, may require Grantee to develop and submit a Turnover
Plan at any time during the term of the Contract. Grantee must submit the Turnover Plan to
System Agency for review and approval. The Turnover Plan must describe Grantee's
policies and procedures that will ensure:
i. The least disruption in the implementation and performance of grant -funded activities
during Turnover; and
ii. Full cooperation with System Agency or its designee in transferring the performance
and obligations of the Contract.
2. TURNOVER ASSISTANCE
Grantee will provide any assistance and actions reasonably necessary to enable System
Agency or its designee to effectively close out the Contract and transfer the performance and
obligations of the Contract to another Grantee or to System Agency if necessary. Grantee
agrees that this obligation survives the termination, regardless of whether for cause or
convenience, or the expiration of the Contract and remains in effect until completed to the
satisfaction of System Agency.
3. TRADEMARK LICENSE
System Agency grants to Grantee, for the term of the Contract, a limited non-exclusive,
royalty -free, non -assignable, non -transferable license to reproduce System Agency's
trademarks on published materials in the United States related to the performance of the
Contract, provided that such license is expressly conditional upon, and subject to, the
following:
i. Grantee is in compliance with all provisions of the Contract;
ii. Grantee's use of the trademarks is strictly in accordance with the quality standards
and in conformance with the reproduction requirements set forth in this Contract or as
otherwise communicated by System Agency;
iii. Grantee takes no action to damage the goodwill associated with the trademarks, and
refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose
System Agency's right, title and interest in the trademarks or their validity;
iv. Grantee makes no attempt to sublicense any rights under this trademark license; and
v. Grantee complies with any marking requests System Agency may make in relation to
the trademarks, including without limitation to use the phrase "Registered
Trademark", the registered trademark symbol "®" for registered trademarks, and the
symbol "T"t" for unregistered trademarks.
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4. TRADEMARK OWNERSHIP
Grantee acknowledges and agrees that the trademarks remain the exclusive property of
System Agency, that all right, title and interest in and to the trademarks is exclusively held by
System Agency, and all goodwill associated with such trademarks inures solely to System
Agency.
5. ELECTRICAL ITEMS
All electrical items purchased under this Contract or used in the performance of approved
and eligible grant -funded activities must meet all applicable Occupational Safety and Health
Administration (OSHA) standards and regulations, and bear the appropriate listing from
Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National
Electrical Manufacturers Association (NEMA).
G. DISASTER SERVICES
In the event of a local, state, or federal emergency, including natural, man-made, criminal,
terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal
disaster declared by the appropriate federal official, Grantee may be called upon to assist the
System Agency in providing the following services:
i. Community evacuation;
ii. Health and medical assistance;
iii. Assessment of health and medical needs;
iv. Health surveillance;
v. Medical care personnel;
vi. Health and medical equipment and supplies;
vii. Patient evacuation;
viii. In -hospital care and hospital facility status;
ix. Food, drug and medical device safety;
x. Worker health and safety;
xi. Mental health and substance abuse;
xii. Public health information;
xiii. Vector control and veterinary services; and
xiv. Victim identification and mortuary services.
7. NOTICE OF A LICENSE ACTION
Grantee shall notify the assigned System Agency contract manager in writing of any action
impacting Grantee's license to provide services under this Contract within five business days
of becoming aware of the action and include the following:
i. Reason for such action;
ii. Name and contact information of the local, state or federal department or agency or
entity;
iii. Date of the license action; and
iv. License or case reference number.
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8. EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES
A. Grantee shall ensure that all persons, who are housed in System Agency licensed or
funded residential facilities and are 22 years of age or younger, have access to
educational services as required by Texas Education Code § 29.012.
B. Grantee shall notify the local education agency or local early intervention program not later
than the third calendar day after the date a person who is 22 years of age or younger is
placed in Grantee's residential facility.
9. CONSENT TO MEDICAL, DENTAL, PSYCHOLOGICAL, AND SURGICAL TREATMENT OF A
CHILD
Unless a federal law applies, before a Grantee or its subcontractor can provide medical,
dental, psychological or surgical treatment to a minor without parental consent, informed
consent must be obtained as required by Texas Family Code Chapter 32
10. TELEMEDICINE/TELEHEALTH SERVICES
If Grantee or its subcontractor provides grant -funded telemedicine/telehealth services, these
services shall be in accordance with the Grantee's written procedures, applicable law, the
Grantee's/Contractor's or subcontractor's licensing board rules, and System Agency
equipment standards, if applicable. Grantee's procedures for providing
telemedicineltelehealth service must include the following requirements:
i. Consider any contraindications to the use of telemedicine/telehealth;
ii. Qualified staff members to ensure the safety of the individual being served by
telemedicine/telehealth at the remote site;
iii. Safeguards to ensure confidentiality and privacy in accordance with state and federal
laws;
iv. Use by credentialed licensed providers providing clinical care within the scope of their
licenses;
v. Demonstrated competency in the operations of the system by all staff members who
are involved in the operation of the system and provision of the services prior to
initiating the protocol;
vi. Priority in scheduling the system for clinical care of individuals;
vii. Quality oversight and monitoring of satisfaction of the individuals served; and
viii. Management of information and documentation for telemedicine/telehealth services
that ensures timely access to accurate information between the two sites.
Telemedicine/telehealth Services does not include chemical dependency treatment
services provided by electronic means under 25 Texas Administrative Code Rule
§448.911.
11. SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY
A. Grantee shall take reasonable steps to provide services and information both orally and in
writing, in appropriate languages other than English, to ensure that persons with limited
English proficiency are effectively informed and can have meaningful access to programs,
benefits and activities. Meaningful access may entail providing language assistance
services, including oral interpretation and written translation, if necessary. More
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information can be found at https://www.lep.gov/.
B. Grantee shall identify and document on the client records the primary language/dialect of
a client who has limited English proficiency and the need for translation or interpretation
services and shall not require a client to provide or pay for the services of a translator or
interpreter.
C. Grantee shall make every effort to avoid use of any persons under the age of 18 or any
family member or friend of the client as an interpreter for essential communications with
a client with limited English proficiency, unless the client has requested that person and
using the person would not compromise the effectiveness of services or violate the
client's confidentiality and the client is advised that a free interpreter is available.
12. THIRD PARTY PAYORS
A. Except as provided in this Contract, Grantee shall screen all clients and may not bill the
System Agency for services eligible for reimbursement from third party payors, who are
any person or entity who has the legal responsibility for paying for all or part of the services
provided, including commercial health or liability insurance carriers, Medicaid, or other
federal, state, local and private funding sources.
B. As applicable, the Grantee shall:
i. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing
approved services authorized under this Contract that may be covered by those
programs and bill those programs for the covered services;
ii. Provide assistance to individuals to enroll in such programs when the screening process
indicates possible eligibility for such programs;
iii. Allow clients that are otherwise eligible for System Agency services, but cannot pay a
deductible required by a third party payor, to receive services and bill the System
Agency for the deductible;
iv. Not bill the System Agency for any services eligible for third party reimbursement until
all appeals to third party payors have been exhausted;
v. Maintain appropriate documentation from the third party payor reflecting attempts to
obtain reimbursement;
vi. Bill all third party payors for services provided under this Contract before submitting
any request for reimbursement to System Agency; and
vii. Provide third party billing functions at no cost to the client.
13. HIV/AIDS MODEL WORKPLACE GUIDELINES
A. Grantee shall implement DSHS's HIV -STD Policy No. 090.021, HIV/AIDS Model
Workplace Guidelines for Businesses, State Agencies, and State Contractors, accessible at
hllR://www.dshs.state.tx.usihivstd/polic�12olicies.shtm.
B. Grantee shall also educate employees and clients concerning HIV and its related
conditions, including AIDS, in accordance with the Texas Health & Safety Code §§
85.112-114.
14. MEDICAL RECORDS RETENTION
Grantee shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable
statutes, rules and regulations governing medical information. Provide and update as necessary,
the name and address of the party responsible for storage
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of records to the SUD email box, SUD.Contracts@hhs.texas.gov.
15. INTERIM EXTENSION AMENDMENT
A. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can
be extended as provided under this section.
B. The System Agency shall provide written notice of interim extension amendment to the
Grantee under one of the following circumstances:
i. Continue provision of services in response to a disaster declared by the governor; or
ii. To ensure that services are provided to clients without interruption.
C. The System Agency will provide written notice of the interim extension amendment that
specifies the reason for it and period of time for the extension.
D. Grantee will provide and invoice for services in the same manner that is stated in the
Contract.
E. An interim extension under subsection (B)(i) of this section shall extend the term of the
Contract not longer than 30 days after governor's disaster declaration is declared unless
the Parties agree to a shorter period of time.
F. An interim extension under subsection (B)(i) of this section shall be a one-time extension
for a period of time determined by the System Agency.
16. ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS
A. Applicability
i. This section applies to the procurement or development of Information and
Communication Technology (ICT) for Health and Human Services (HHS), or any
changes to HHS's ICT. This section also applies if the Contract requires Grantee to
perform a service or supply goods that include ICT that: (i) HHS employees are
required or permitted to access; or (ii) members of the public are required or
permitted to access. This section does not apply to incidental uses of ICT in the
performance of a Contract, unless the parties agree that the ICT will become property
of the state or will be used by HHS's Client/Recipient after completion of the
Contract.
ii. Nothing in this section is intended to prescribe the use of particular designs or
technologies or to prevent the use of alternative technologies, provided they result in
substantially equivalent or greater access to and use of a product / service.
B. Definitions
The legacy term "Electronic and Information Resources" (EIR) and the term
"Information and Communication Technology" (ICT) are considered equivalent in
meaning for the purpose of applicability of HHS Uniform Terms and Conditions,
policies, accessibility checklists, style guides, Contract specifications, and other Contract
management documents. To the extent that any other of the following definitions conflict
with definitions elsewhere in this Contract, the following definitions are applicable to this
section only.
i. "Accessibility Standards" refers to the Information and Communication Technology
Accessibility Standards and the Web Accessibility Standards/Specifications under the
Web Content Accessibility Guidelines version 2.0 Level AA, (WCAG 2.0).
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ii. "Information and Communication Technology (ICT)" is any information
technology, equipment, or interconnected system or subsystem of equipment for
which the principal function is the creation, conversion, duplication, automatic
acquisition, storage, analysis, evaluation, manipulation, management, movement,
control, display, switching, interchange, transmission, reception, or broadcast of data
or information. Examples of ICT are electronic content, telecommunications
products, computers and ancillary equipment, software, information kiosks and
transaction machines, videos, IT services, and multifunction office machines which
copy, scan, and fax documents.
iii. "Information and Communication Technology Accessibility Standards"
refers to the accessibility standards for information and communication technology
contained in the Web Content Accessibility Guidelines version 2.0 Level AA.
iv. "Web Accessibility Standards/Specifications" refers to the web standards
contained in WCAG 2.0 Level AA.
v. "Products" means information resources technologies that are, or are related to, ICT.
vi. "Service" means the act of delivering information or performing a task for
employees, clients, or members of the public through a method of access or delivery
that uses ICT.
C. Accessibility Requirements
Under Texas Government Code Chapter 2054, Subchapter M, and implementing rules of
the Texas Department of Information Resources, HHS must procure Products or Services
that comply with the Accessibility Standards when such Products or Services are
available in the commercial marketplace or when such Products or Services are
developed in response to a procurement solicitation. Accordingly, Grantee must provide
ICT and associated Product and/or Service documentation and technical support that
comply with the Accessibility Standards.
D. Evaluation, Testing and Monitoring
i. HHS may review, test, evaluate and monitor Grantee's Products, Services and
associated documentation and technical support for compliance with the Accessibility
Standards. Review, testing, evaluation and monitoring may be conducted before and
after the award of a Contract. Testing and monitoring may include user acceptance
testing.
ii. Neither (1) the review, testing (including acceptance testing), evaluation or
monitoring of any Product or Service, nor (2) the absence of such review, testing,
evaluation or monitoring, will result in a waiver of the State's right to contest the
Grantee's assertion of compliance with the Accessibility Standards.
iii. Grantee agrees to cooperate fully and provide HHS and its representatives timely
access to Products, Services, documentation, and other items and information needed
to conduct such review, evaluation, testing and monitoring.
E. Representations and Warranties
i. Grantee represents and warrants that: (a) as of the effective date of the Contract, the
Products, Services and associated documentation and technical support comply with
the Accessibility Standards as they exist at the time of entering the Contract, unless
and to the extent the Parties otherwise expressly agree in writing; and (b) if the
Products will be in the custody of the state or an HHS agency's client or recipient
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after the Contract expiration or termination, the Products will continue to comply
with such Accessibility Standards after the expiration or termination of the Contract
term, unless HHS and/or Client/Recipient, as applicable uses the Products in a
manner that renders it noncompliant.
ii. In the event Grantee should have known, becomes aware, or is notified that the
Product and associated documentation and technical support do not comply with the
Accessibility Standards, Grantee represents and warrants that it will, in a timely
manner and at no cost to HHS, perform all necessary steps to satisfy the Accessibility
Standards, including but not limited to remediation, repair, replacement, and
upgrading of the Product, or providing a suitable substitute.
iii. Grantee acknowledges and agrees that these representations and warranties are
essential inducements on which HHS relies in awarding this Contract.
iv. Grantee's representations and warranties under this subsection will survive the
termination or expiration of the Contract and will remain in full force and effect
throughout the useful life of the Product.
F. Remedies
i. Pursuant to Texas Government Code Sec. 2054.465, neither Grantee nor any other
person has a cause of action against HHS for a claim of a failure to comply with
Texas Government Code Chapter 2054, Subchapter M, and rules of the Department
of Information Resources.
ii. In the event of a breach of Grantee's representations and warranties, Grantee will be
liable for direct and consequential damages and any other remedies to which HHS
may be entitled. This remedy is cumulative of any and all other remedies to which
HHS may be entitled under this Contract and other applicable law.
17. PROJECT COMMENCEMENT
The Grantee shall begin the grant -funded project within 90 days of the original start date of
the grant term or grant execution date, whichever is later, unless otherwise approved by
System Agency. If project commencement is delayed, the Grantee must submit in writing to
the assigned contract manager, the steps taken to initiate the project, the reasons for the
delay, and the expected start date. System Agency may require Grantee to take immediate
remedial or corrective action in response to any delay.
18. DUPLICATION OF FUNDING
A. If Grantee receives any funding that is duplicative of funding received under this Contract
that cannot be used for new or expanded eligible grant activities, Grantee will notify the
assigned contract manager as soon as possible. System Agency may issue an amendment
modifying budget and/or project activities to eliminate duplication. Additionally, Grantee
understands that duplicative funding that cannot be re -programmed to support new or
expanded grant -funded activities within the program's scope may be de -obligated from this
Contract and returned to System Agency.
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19. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS
A. Grantee shall immediately report in writing to its assigned System Agency contract
manager when Grantee learns of or has any reason to believe it or any person with
ownership or controlling interest in Grantee, or their agent, employee, subcontractor or
volunteer who is providing services under this Contract has been placed on community
supervision, received deferred adjudication, or been indicted for or convicted of a criminal
offense relating to involvement in any financial matter, federal or state program or felony
sex crime.
B. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any
activity subject to reporting under this section to perform direct client services or have
direct contact with clients, unless otherwise directed in writing by the System Agency.
20. NOTICE OF CONTRACT ACTION
Grantee shall notify the assigned System Agency contract manager if Grantee has any grant
agreement or contract suspended or terminated for cause by any local, state or federal
department or agency or nonprofit entity within five business days of becoming aware of the
action and include the following:
i. Reason for such action;
ii. Name and contact information of the local, state or federal department or agency or
entity;
iii. Effective start date of the Contract;
iv. Date of suspension or termination; and
v. Contract or case reference number.
21. NOTICE OF BANKRUPTCY
Grantee shall notify in writing the assigned System Agency contract manager of its plan
to seek bankruptcy protection within five business days of such action by Grantee.
22. NOTICE OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL
The Grantee shall notify in writing the assigned System Agency contract manager within
ten business days of any change to the Grantee's Contact Person or Key Personnel.
23. NOTICE OF INSOLVENCY, INCAPACITY, OR OUTSTANDING UNPAID OBLIGATIONS
Grantee shall notify in writing its assigned System Agency contract manager of any
insolvency, incapacity, or outstanding unpaid obligations of Grantee owed to the Internal
Revenue Service or the State of Texas, or any agency or political subdivision of the State of
Texas within five business days of the date of Grantee's becoming aware of such.
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ATTACHMENT E-1
SUPPLEMENTAL TERMS AND CONDITIONS
TABLE OF CONTENTS
1. QUALIFICATIONS............................................................................................................. 3
2. CONTRACTS WITH SUBCONTRACTORS................................................................... 3
3. STATUS OF SUBCONTRACTORS................................................................................... 4
4. INCORPORATION OF TERMS IN SUBCONTRACTS ................................................. 4
5. UNILATERAL AMENDMENT.......................................................................................... 4
6. MINOR ADMINISTRATIVE CHANGES......................................................................... 5
7. CONFLICTS OF INTEREST............................................................................................. 5
8.
FLOW DOWN PROVISIONS............................................................................................. 5
9.
NOTICE OF A CONTRACT ACTION.............................................................................
6
10.
ABUSE, NEGLECT, AND EXPLOITATION...................................................................
6
11.
NOTICE OF ORGANIZATIONAL CHANGE.................................................................
6
12.
SIGNIFICANT INCIDENTS...............................................................................................
6
13.
RESPONSIBILITIES AND RESTRICTIONS CONCERNING GOVERNING BODY,
OFFICERS, AND EMPLOYEES........................................................................................ 6
14.
DIRECT OPERATION........................................................................................................
7
15.
EQUIPMENT, SUPPLIES, AND PROPERTY.................................................................
7
16.
TRAVEL..............................................................................................................................10
17.
MANAGEMENT AND CONTROL SYSTEMS..............................................................10
18.
CONDITION PRECEDENT TO REQUESTING PAYMENT ......................................
11
19.
OVERTIME COMPENSATION......................................................................................11
20.
FIDELITY BOND...............................................................................................................11
21.
LIABILITY COVERAGE.................................................................................................11
22.
QUALITY MANAGEMENT.............................................................................................12
23.
PERSONNEL REQUIREMENTS AND DOCUMENTATION.....................................12
24.
CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS)
SYSTEM..............................................................................................................................13
25.
MEDICAID ENROLLMENT............................................................................................14
26.
BILLING FOR TREATMENT AND PAYMENT RESTRICTIONS ...........................14
Attachment E-1
Supplemental Terms and Conditions
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27. PERSONS ON PROBATION OR PAROLE...................................................................15
28. SUBSTANCE ABUSE BLOCK GRANT (SABG) REQUIREMENTS .........................15
29. MATCH AND PROGRAM INCOME..............................................................................16
30. CONTRACT RECONCILIATION..................................................................................16
31. BREACH OF CONTRACT AND LIQUIDATED DAMAGES.....................................16
Attachment E-1
Supplemental Terms and Conditions
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ATTACHMENT E-1
SUPPLEMENTAL TERMS AND CONDITIONS
If any provision contained in this Supplemental Terms and Conditions is in conflict with, or
inconsistent with the Health and Human Services (HHS) Contract Affirmations, HHS Uniform
Terms and Conditions, or HHS Additional Provisions, the provision contained in those documents
shall prevail. If any provision contained in this Supplemental Terms and Conditions is in conflict
with, or inconsistent with the Substance Use Disorder Utilization Management Guidelines (UM),
the provision contained in the UM shall prevail.
1. QUALIFICATIONS
Grantee agrees to maintain the organizational and administrative capacity and capabilities to
carry out all duties and responsibilities under the Contract. Grantee Agents assigned to perform
the duties and responsibilities under the Contract must be and remain properly trained and
qualified for the functions they are to perform. Notwithstanding the transfer or turnover of
personnel, Grantee remains obligated to perform all duties and responsibilities under the
Contract without degradation and in strict accordance with the terms of the Contract.
2. CONTRACTS WITH SUBCONTRACTORS
A. Grantee may enter into contracts with subcontractors unless restricted or otherwise
prohibited in the Contract.
B. Grantees are prohibited from subcontracting with for -profit organizations under this
Contract.
C. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee
will obtain written approval from the System Agency.
D. Grantee will obtain written approval from System Agency before modifying any
subcontract agreement to cause the agreement to exceed $100,000.
E. Grantee will establish written policies and procedures for competitive procurement and
monitoring of subcontracts and will develop a subcontracting monitoring plan.
F. Grantee will monitor subcontractors for both financial and programmatic performance and
will maintain pertinent records.
G. Grantee will submit quarterly monitoring reports to the System Agency in a format
determined by the System Agency.
H. Grantee will ensure that subcontracts are fully aware of the requirements placed upon them
by state/federal statutes, rules, and regulations and by the provisions of this Contract.
I. All subcontracts must be in writing and include the following:
i. Name and address of all parties and the subcontractor's Vendor Identification Number
(VIN) or Employee Identification Number (EIN);
ii. Detailed description of the services to be provided;
iii. Measurable method and rate of payment and total not -to -exceed amount of the contract;
iv. Clearly defined and executable termination clause; and
v. Beginning and ending dates that coincide with the dates of the Contract.
J. Grantee will ensure and be responsible for the performance of the subcontractor(s).
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K. Grantee will not contract with a subcontractor, at any tier, that is debarred, suspended, or
excluded from or ineligible for participation in federal assistance programs or if the
subcontractor would be otherwise ineligible to abide by the terms of this Contract.
3. STATUS OF SUBCONTRACTORS
Grantees will require that all subcontractors certify that they are/have:
A. In good standing with all state and federal funding and regulatory agencies;
B. Not currently debarred, suspended, or otherwise excluded from participation in federal
grant programs;
C. Not delinquent on any repayment agreements;
D. Not had a required license or certification revoked;
E. Not ineligible under the terms of the Contract; and
F. Not had a System Agency contract terminated for cause.
4. INCORPORATION OF TERMS IN SUBCONTRACTS
A. Grantee will include in all its contracts with subrecipient subcontractors and solicitations
for subrecipient subcontracts, without modification (except as required to make applicable
to the subcontract):
i. Statement of Work;
ii. Uniform Terms and Conditions;
iii. Additional Provisions;
iv. Supplemental Terms and Conditions;
v. Federal Assurances and Certifications;
vi. Non -Exclusive List of Applicable Laws; and
vii. A provision granting to the System Agency, State Auditor's Office (SAO), Office of
Inspector General (OIG), and the Comptroller General of the United States, and any of
their representatives, the right of access to inspect the work and the premises on which
any work is performed, and the right to audit the subcontractor.
B. Grantee will ensure that all written agreements with subcontractors incorporate the terms
of this Contract so that all terms, conditions, provisions, requirements, duties, and liabilities
under this Contract applicable to the services provided or activities conducted by a
subcontractor are passed down to that subcontractor.
C. No provision of this Contract creates privity of contract between the System Agency and
any subcontractor of Grantee.
5. UNILATERAL AMENDMENT
System Agency reserves the right to amend this Contract through execution of a unilateral
amendment signed by the contract manager for this Contract and provided to the Grantee with
ten (10) days' notice prior to execution of the amendment under the following circumstances
to:
A. Comply with a court order or judgment;
B. Incorporate new or revised federal or state laws, regulations, rules or policies;
C. Correct an obvious clerical error in this Contract;
D. Change the name of the Contractor in order to reflect the Contractor's name as
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E. recorded by the Texas Secretary of State;
F. Correct the Contract number or TIN;
G. Correct the name, mailing address, or contact information for persons named in
H. the Contract; and
I. Update service descriptions or rates (if applicable).
6. MINOR ADMINISTRATIVE CHANGES
System Agency is authorized to provide written approval of mutually agreed upon minor
administrative changes to the Project or the Contract that do not increase the fees or term. Upon
approval of a minor administrative change, HHSC and Grantee will maintain written notice
that the change has been accepted in their Contract files.
7. CONFLICTS OF INTEREST
A. Grantee warrants to the best of its knowledge and belief, except to the extent already
disclosed to HHSC, there are no facts or circumstances that could give rise to a conflict of
interest and further that Grantee or Grantee agents have no interest and will not acquire any
direct or indirect interest that would conflict in any manner or degree with their
performance under the Contract. Grantee will, and require Grantee agents, to establish
safeguards to prohibit Contract agents from using their positions for a purpose that
constitutes or presents the appearance of personal or organizational conflict of interest, or
for personal gain. Grantee and Grantee agents will operate with complete independence
and objectivity without actual, potential, or apparent conflict of interest with respect to the
activities conducted under the Contract.
B. Grantee agrees that, if after Grantee's execution of the Contract, Grantee discovers or is
made aware of a conflict of interest, Grantee will immediately and fully disclose such
interest in writing to HHSC. In addition, Grantee will promptly and fully disclose any
relationship that might be perceived or represented as a conflict after its discovery by
Grantee or by HHSC as a potential conflict. HHSC reserves the right to make a final
determination regarding the existence of conflicts of interest, and Grantee agrees to abide
by HHSC's decision.
C. If HHSC determines that Grantee was aware of a Conflict of Interest and did not disclose
the conflict to HHSC, such nondisclosure will be considered a material breach of the
Contract. Furthermore, such breach may be submit-ted to the Office of the Attorney
General, Texas.
8. FLOW DOWN PROVISIONS
Grantee must include any applicable provisions of the Contract in all subcontracts based on
the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms
will be modified appropriately to preserve the State's rights under the Contract.
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9. NOTICE OF A CONTRACT ACTION
Grantee will send notice to the Substance Use Disorder (SUD) email box,
SUD.Contracts a@hhs.texas.gov, if Grantee has had any contract suspended or terminated for
cause by any local, state, or federal department or agency or nonprofit entity within five (5)
business days of becoming aware of the action and include the following:
A. Reason for such action;
B. Name and contact information of the local, state, or federal department or agency or entity;
C. Date of the contract;
D. Date of suspension or termination; and
E. Contract or case reference number.
10. ABUSE, NEGLECT, AND EXPLOITATION
Grantee will:
A. Take all steps necessary to protect the health, safety, and welfare of its clients and
participants.
B. Develop and implement written policies and procedures for abuse, neglect, and
exploitation.
C. Notify appropriate authorities of any allegations of abuse, neglect, or exploitation as
required by 25 TAC § 448.703.
11. NOTICE OF ORGANIZATIONAL CHANGE
Grantee will submit notice to SUD.Contracts@hhs.texas.gov and
Substance _Use Disorder@hhsc.state.tx.us, within ten (10) business days of any change to
Grantee's name, contact information, merger, acquisition, change in ownership, or change in
form of business, legal standing, or authority to do business in Texas.
12. SIGNIFICANT INCIDENTS
In addition to notifying the appropriate authorities, Grantee will submit notice to
SUD.Contracts@hhs.texas.gov and Substance_ Use_ Disordera@hhsc.state.tx.us, significant
incidents involving substantial disruption of Grantee's program operation or affecting or
potentially affecting the health, safety, or welfare of the System Agency funded clients or
participants within three (3) calendar days of discovery. Significant incidents may include, but
are not limited to: client death; overdose; assaults; or any other related harm to clients in
services; and any reason that leads to a facility closure or disruption in services, such as those
identified in Additional Provisions, Section 6, Disaster Services.
13. RESPONSIBILITIES AND RESTRICTIONS CONCERNING GOVERNING BODY, OFFICERS, AND
EMPLOYEES
Grantee and its governing body will:
i. Bear full responsibility for the integrity of the fiscal and programmatic management of
the organization.
ii. Be accountable for all funds and materials received from the System Agency. The
responsibility of Grantee's governing body will also include accountability for
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compliance with the System Agency rules, policies, procedures, and applicable federal
and state laws and regulations; and correction of fiscal and program deficiencies
identified through self -evaluation and the System Agency's monitoring processes.
iii. Ensure separation of powers, duties, and functions of governing body members and
staff.
No member of Grantee's governing body, or officer or employee of Grantee will vote for,
confirm, or act to influence the employment, compensation, or change in status of any person
related within the second degree of affinity or the third degree of consanguinity (as defined in
Texas Government Code Chapter 573) to the member of the governing body or the officer or
any employee authorized to employ or supervise such person. This prohibition does not
prohibit the continued employment of a person who has been continuously employed for a
period of two (2) years prior to the election, appointment, or employment of the officer,
employee, or governing body member related to such person in the prohibited degree. These
restrictions also apply to the governing body, officers, and employees of Grantee's
subcontractors.
14. DIRECT OPERATION
System Agency may temporarily assume operations of a Grantee's program or programs
funded under this Contract when the continued operation of the program by Grantee puts at
risk the health or safety of clients and/or participants served by Grantee.
15. EQUIPMENT, SUPPLIES, AND PROPERTY
A. Equipment
Grantee will:
i. Inventory all equipment and report the inventory on the Grantees Property
Inventory Form.
ii. Initiate the purchase of all equipment, approved in writing by the System Agency,
in the first quarter of the Contract or Contract term, as applicable. Failure to initiate
purchase of equipment may result in the loss of availability of funds for the
purchase of equipment. Requests to purchase previously approved equipment after
the first quarter in the Contract must be submitted to the SUD email box,
SUD.Contracts@,hhs.texas.gov.
B. Equipment List
I . All items of equipment to be purchased with funds under this Contract must be itemized
in Grantee's equipment list as finally approved by the System Agency in the executed
Contract.
The equipment list must include:
i. Description of the property;
ii. Serial number or other identification number;
iii. Source of funding for the property (including the Federal Assistance
Identification Number);
iv. Who holds title,
v. Acquisition date and cost of the property;
vi. Percentage of Federal participation in the project costs for the Federal award
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under which the property was acquired;
vii. Location use and condition of the property; and
viii. Any ultimate disposition data including the date of disposal and sale price of
property.
2. Any changes to the approved equipment list in this Contract must be approved in
writing by the System Agency prior to the purchase of equipment.
3. Grantee will submit to the assigned contract manager, a written description including
complete product specifications and need justification prior to purchasing any item of
unapproved equipment. If approved, the System Agency will acknowledge its
approval by means of a written amendment.
C. Supplies
1. Supplies are defined as consumable items necessary to carry out the services under
this Contract including medical supplies, drugs, janitorial supplies, office supplies,
patient educational supplies, software, and any items of tangible personal property
other than those defined as equipment above.
2. Tangible personal property includes controlled assets, including firearms, regardless
of the acquisition cost, and the following assets with an acquisition cost of $500 or
more, but less than $5,000, which includes desktop and laptop computers (including
notebooks, tablets and similar devices), non -portable printers and copiers, emergency
management equipment, communication devices and systems, medical and laboratory
equipment, and media equipment are also considered Supplies.
3. Prior approval by the System Agency of the purchase of controlled assets is not
required, but such purchases must be reported on the Grantees Property Inventory
Form.
D. Property Inventory and Protection of Assets
Grantee will:
1. Maintain an inventory of equipment, supplies defined as controlled assets, and
property described in this Contract and submit to the assigned contract manager, upon
request.
2. Maintain, repair, and protect assets under this Contract to assure their full availability
and usefulness.
3. If Grantee is indemnified, reimbursed, or otherwise compensated for any loss of,
destruction of, or damage to the assets provided or obtained under this Contract, use
the proceeds to repair or replace those assets.
E. Assets as Collateral Prohibited
Grantees will not encumber equipment purchased with System Agency funds without prior
written approval from the System Agency.
F. Bankruptcy
In the event of bankruptcy, Grantee will;
i. Sever the System Agency property, equipment, and supplies in possession of Grantee
from the bankruptcy, and title must revert to the System Agency.
ii. When directed by the System Agency, return all such property, equipment, and supplies
to the System Agency.
iii. Ensure that its subcontracts, if any, contain a specific provision requiring that in the
event of the subcontractor's bankruptcy, the subcontractor must sever the System
Agency property, equipment, and supplies in possession of the subcontractor from the
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bankruptcy, and title must revert to the System Agency, who may require that the
property, equipment and supplies be returned to the System Agency.
G. Property Acquisitions
System Agency funds must not be used to purchase buildings or real property. Any costs
related to the initial acquisition of the buildings or real property are not allowable.
H. Title to Property
At the expiration or termination of this Contact for any reason, title to any remaining
equipment and supplies purchased with funds under this Contract reverts to System
Agency. Title may be transferred to any other party designated by System Agency. The
System Agency may, at its option and to the extent allowed by law, transfer the
reversionary interest to such property to Grantee.
I. Disposition of Property
1. Grantee will follow the procedures in the American Hospital Association's (AHA)
"Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time
during or after the Contract term, of equipment purchased with the System Agency
funds, except when federal or state statutory requirements supersede or when the
equipment requires licensure or registration by the state, or when the acquisition price
of the equipment is equal to or greater than $5,000.
2. All other equipment not listed in the AHA reference (other than equipment that
requires licensure or registration or that has an acquisition cost equal to or greater than
$5,000) will be controlled by the requirements of TxGMS.
3. If, prior to the end of the useful life, any item of equipment is no longer needed to
perform services under this Contract, or becomes inoperable, or if the equipment
requires licensure or registration or had an acquisition price equal to or greater than
$5,000, Grantee will request disposition approval and instructions in writing from the
contract manager assigned to this Contract.
4. After an item reaches the end of its useful life, Grantee will ensure that disposition of
any equipment is in accordance with Generally Accepted Accounting Principles, and
any applicable federal guidance.
J. Closeout of Equipment
1. At the end of the term of a Contract that has no additional renewals or that will not be
renewed (Closeout), or when a Contract is otherwise terminated, Grantee will submit
to the SUD email box, SUD.Contracts@a hhs.texas.gov, an inventory of equipment
purchased with System Agency funds and request disposition instructions for such
equipment.
2. All equipment purchased with System Agency funds must be secured by Grantee at
the time of closeout or termination of this Contract, and must be disposed of according
to the System Agency's disposition instructions, which may include return of the
equipment to System Agency or transfer of possession to another System Agency
Grantee, at Grantee's expense.
K. Insurance
In addition to the Insurance provision of the Uniform Terms and Conditions, Grantee will:
1. Maintain insurance or other means of repairing or replacing assets purchased with
System Agency funds.
2. Repair or replace with comparable equipment any such equipment not covered by
insurance that is lost, stolen, damaged, or destroyed.
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3. If any insured equipment purchased with System Agency funds is lost, stolen,
damaged, or destroyed, notify the contract manager assigned to this Contract within
five (5) business days of learning of the loss, to obtain instructions whether to submit
and pursue an insurance claim.
4. Use any insurance proceeds to repair the equipment or replace the equipment with
comparable equipment or remit the insurance proceeds to System Agency.
16. TRAVEL
The System Agency's travel policy will apply to all travel reimbursement if Grantee does not
have a formal Travel Policy. If Grantee has a formal Travel Policy, Grantee will:
i. Submit Grantee's formal travel policy to be approved by the assigned contract manager.
ii. Ensure travel policy specifies reimbursement limits for meals, lodging, and the mileage
rate.
iii. Ensure all travel costs are reasonable and necessary.
iv. Ensure all out-of-state travel is approved by the assigned contract manager prior to
travel.
v. Submit all out-of-state travel requests to the SUD email box,
SUD.Contracts@hhs.texas.gov, at least thirty (30) days prior to travel.
17. MANAGEMENT AND CONTROL SYSTEMS
Grantee will:
A. Maintain an appropriate contract administration system to ensure that all terms, conditions,
and specifications are met during the term of the Contract through the completion of the
closeout procedures.
B. Develop, implement, and maintain financial management and control systems that meet or
exceed the requirements of the Uniform Statewide Accounting System (USAS). Those
requirements and procedures include, at a minimum, the following:
i. Financial planning, including the development of budgets that adequately reflect all
functions and resources necessary to carry out authorized activities and the adequate
determination of costs;
ii. Financial management systems that include accurate accounting records that are
accessible and identify the source and application of funds provided under each
contract of this Contract, and original source documentation substantiating those costs
are specifically and solely allocable to a Contract and its contract and are traceable from
the transaction to the general ledger;
iii. Effective internal and budgetary controls;
iv. Comparison of actual costs to budget; determination of reasonableness, allowableness,
and allocability of costs;
v. Timely and appropriate audits and resolution of any findings;
vi. Billing and collection policies; and
vii. Mechanism capable of billing and making reasonable efforts to collect from clients and
third parties.
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18. CONDITION PRECEDENT TO REQUESTING PAYMENT
Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries,
and interest earned on such funds before requesting cash payments, including any advance
payments, from the System Agency.
19. OVERTIME COMPENSATION
A. Except as provided in this section, Grantee will be responsible for any obligations of
premium overtime pay due employees. Premium overtime pay is defined as any
compensation paid to an individual in addition to the employee's normal rate of pay for
hours worked in excess of normal working hours.
B. Funds provided under this Contract may be used to pay the premium portion of overtime
only under the following conditions:
i. With the prior written approval of System Agency;
ii. Temporarily, in the case of an emergency or an occasional operational bottleneck;
iii. When employees are performing indirect functions, such as administration,
maintenance, or accounting;
iv. In performance of tests, laboratory procedures, or similar operations that are continuous
in nature and cannot reasonably be interrupted or otherwise completed; or
v. When lower overall cost to System Agency will result.
20. FIDELITY BOND
For the benefit of System Agency, Grantee is required to carry a fidelity bond or insurance
coverage equal to the amount of funding provided under this Contract up to $100,000 that
covers each employee of Grantee handling funds under this Contract, including person(s)
authorizing payment of such funds.
i. The fidelity bond or insurance must provide for indemnification of losses occasioned
by any fraudulent or dishonest act or acts committed by any of Grantee's employees,
either individually or in concert with others, and/or failure of Grantee or any of its
employees to perform faithfully his/her duties or to account properly for all monies and
property received by virtue of his/her position or employment. The bond or insurance
acquired under this section must include coverage for third party property.
ii. Grantee will notify, and obtain prior approval from, the System Agency Contract
Oversight and Support Section before settling a claim on the fidelity bond or insurance.
21. L.IABILITY COVERAGE
For the benefit of System Agency, Grantee will at all times maintain liability insurance
coverage, referred to in Texas Government Code § 2261.102, as "director or officer liability
coverage" or similar coverage for all persons in management or governing positions within
Grantee's organization or with management or governing authority over Grantee's
organization (collectively "responsible persons").
Grantee will:
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i. Maintain copies of liability policies on site for inspection by System Agency and will
submit copies of policies to System Agency upon request.
ii. Maintain liability insurance coverage in an amount not less than the total value of this
Contract and that is sufficient to protect the interests of System Agency in the event an
actionable act or omission by a responsible person damages System Agency's interests.
iii. Notify, and obtain prior approval from, the System Agency Contract Oversight and
Support Section before settling a claim on the insurance.
22. QUALITY MANAGEMENT
Grantee will:
A. Comply with quality management requirements as directed by the System Agency.
B. Develop and implement a Quality Management Plan (QMP) that conforms with 25 TAC §
448.504 and make the QMP available to System Agency upon request. The QMP must be
developed no later than the end of the first quarter of the Contract term.
C. Update and revise the QMP each biennium or sooner, if necessary. Grantee's governing
body will review and approve the initial QMP, within the first quarter of the Contract term,
and each updated and revised QMP thereafter. The QMP must describe Grantee's methods
to measure, assess, and improve:
i. Implementation of evidence -based practices, programs, and research -based approaches
to service delivery;
ii. Client/participant satisfaction with the services provided by Grantee;
iii. Service capacity and access to services;
iv. Client/participant continuum of care; and
v. Accuracy of data reported to the state.
D. Participate in continuous quality improvement (CQI) activities as defined and scheduled
by the state including, but not limited to: data verification; performing self -reviews;
submitting self -review results and supporting documentation for the state's desk reviews;
and participating in the state's onsite or desk reviews.
E. Submit plan of improvement or corrective action plan and supporting documentation as
requested by System Agency.
F. Participate in and actively pursue CQI activities that support performance and outcomes
improvement.
G. Respond to consultation recommendations by System Agency, which may include, but are
not limited to the following:
i. Staff training;
ii. Self -monitoring activities guided by System Agency, including use of quality
management tools to self -identify compliance issues; and
iii. Monitoring of performance reports in the System Agency electronic clinical
management system.
23. PERSONNEL REQUIREMENTS AND DOCUMENTATION
Grantee will:
A. Maintain current personnel documentation on each employee. All documents must be
factual and accurate. Health -related information must be stored separately with restricted
access as appropriate under Texas Government Code §552.102. Training records may be
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stored separately from the main personnel file but must be easily accessible upon request.
Required documentation includes the following, as applicable:
i. A copy of the current job description signed by the employee;
ii. Application or resume with documentation of required qualifications and verification
of required credentials;
iii. Verification of work experience;
iv. Annual performance evaluations;
v. Personnel data that includes date hired, rate of pay, and documentation of all pay
increases and bonuses;
vi. Documentation of appropriate screening and/or background checks, to include
probation or parole documentation;
vii. Signed documentation of initial and other required training; and
viii.Records of any disciplinary actions.
B. Document authentication must include signature, credentials when applicable, and date. If
the document relates to past activity, the date of the activity must also be recorded.
Documentation must be permanent and legible. When it is necessary to correct a required
document, the error must be marked through with a single line, dated, and initialed by the
writer.
24. CLINICAL MANAGEMENT FOR BEHAVIORAL HEALTH SERVICES (CMBHS) SYSTEM
The CMBHS System is the official record of documentation by System Agency.
Grantee shall:
i. Request access to CMBHS System via the CMBHS Helpline at (866) 806-7806.
ii. Use the CMBHS System time frames specified by System Agency.
iii. Use System Agency -specified functionality of the CMBHS System in its entirety.
iv. Submit all bills and reports to System Agency through the CMBHS System, unless
otherwise instructed.
A. Resources
Grantee shall ensure that Grantee's employees have appropriate internet access and an
adequate number of computers of sufficient capabilities to use the CMBHS System.
Equipment purchased with System Agency funds must be inventoried, maintained in
working order, and secured.
B. Security Administrator and Authorized Users
Grantee shall:
i. Designate a Security Administrator and a back-up Security Administrator. The Security
Administrator is required to implement and maintain a system for management of user
accounts/user roles to ensure that all the CMBHS System user accounts are current.
ii. Have a security policy that ensures adequate system security and protection of
confidential information.
iii. Notify the CMBHS Help Desk within ten (10) business days of any change to the
designated Security Administrator or the back-up Security Administrator. Grantee will:
a. Ensure that access to CMBHS System is restricted to only currently
authorized users.
b. Within 24 hours, remove access to users who are no longer authorized to
have access to secure data in CMBHS System.
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c. Maintain the CMBHS Authorized Users List which includes former and
current Grantee's employees, contracted labor, subcontractors or any other
users authorized to have access to secure data in CMBHS System. The
CMBHS Authorized Users List shall document whose authority has been
added and terminated, and the date the authority was added and terminated.
iv. Submit the CMBHS Security Attestation Form and the CMBHS Authorized Users List
as stated in Attachment A, to the following e-mail address:
SUD.Contracts hhs.texas. ov.
v. Continually maintain the current CMBHS Authorized Users List on file and make
available to System Agency upon request within five (5) business days.
vi. Immediately block access to CMBHS System of any person who should no longer have
access to CMBHS System, due to severance of employment with Grantee or otherwise:
a. Immediately modify access when there is a change in a user's job
responsibilities that affects the user's need for access to CMBHS System;
and
b. Update records on a daily basis to reflect any changes in account status.
C. Security Violations and Accounts Updates
Grantee will adhere to the Confidentiality Article requirements and HHS Data Usage
Agreement of this Contract and immediately contact System Agency if a security violation
is detected, or if Grantee has any reason to suspect that the security or integrity of the
CMBHS System data has been or may be compromised in any way.
D. Electronic Transfer of Information
Grantee will establish and maintain adequate internal controls, security, and oversight for
the approval and electronic transfer of information regarding payments and reporting
requirements. Grantee certifies that the electronic payment requests and reports transmitted
will contain true, accurate, and complete information.
E. Access
System Agency reserves the right to limit or deny access, to the CMBHS by Grantee, at
any time for any reason deemed appropriate by System Agency. Grantee access to CMBHS
System will be placed in inactive status when the Grantee ceases to have an executed
contract with System Agency Mental Health and Substance Abuse Division.
F. Customer Support and Training
System Agency will provide support for the CMBHS System, including problem tracking
and problem resolution. System Agency will provide telephone numbers for Grantees to
obtain access to expert assistance for CMBHS-related problem resolution. System Agency
will provide initial CMBHS System training. Grantee shall provide subsequent ongoing
end -user training.
25. MEDICAID ENROLLMENT
Treatment Grantees shall enroll as a provider with Texas Medicaid and Healthcare Partnership
(TMHP) and all Medicaid Managed Care organizations in Grantee's service region within the
first quarter of this procurement term and maintain through the procurement term.
26. BILLING FOR TREATMENT AND PAYMENT RESTRICTIONS
Grantees will:
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i. Bill for only one intensity of service and service type (either outpatient or residential)
per client per day; and
ii. Not bill for an intensity of service and service type if another System Agency -funded
Treatment Grantee is providing and billing System Agency for another intensity of
service and service type.
The following are the exception to item ii:
A client may receive;
i. co-occurring psychiatric/substance use disorder services,
ii. ambulatory detoxification, or
iii. opioid substitution therapy services, at the same time the client receives SUD outpatient
or residential treatment services.
If two Grantees provide services to the same client under this exception, the Grantees must
coordinate services and both Grantees must document the service coordination in CMBHS
System.
27. PERSONS ON PROBATION OR PAROLE
Grantee will:
i. Develop and implement written policies and procedures that address the delivery of
services by employees, subcontractors, or volunteers on probation or parole.
ii. Submit to the SUD email box, SUD.Contracts@hhs.texas.gov, notice of any of its
employees, volunteers or subcontractors who are on parole or probation if the
employee, volunteer, or subcontractor provides or will provide direct client or
participant services or who has or may have direct contact with clients or participants.
iii. Maintain copies of all notices required under this section for System Agency review.
iv. Ensure that any person who is on probation or parole is prohibited from performing
direct client/participant services or from having direct contact with clients or
participants until authorized by System Agency.
28. SUBSTANCE ABUSE BLOCK GRANT (SABG) REQUIREMENTS
Grantee will comply with the requirements of the SABG, including the restrictions on
expenditure of grant funds, stated in 45 CFR § 96.135 and the Notice of Grant Award: The
State shall not expend the Block Grant on the following activities:
i. To provide inpatient hospital services, except as provided in paragraph (c) of 45 CFR
§ 96.135;
ii. To make cash payments to intended recipients of health services;
iii. To purchase or improve land, purchase, construct, or permanently improve (other than
minor remodeling) any building or other facility, or purchase major medical equipment;
iv. To satisfy any requirement for the expenditure of non -Federal funds as a condition for
the receipt of Federal funds;
v. To provide financial assistance to any entity other than a public or nonprofit private
entity; or
vi. To provide individuals with hypodermic needles or syringes so that such individuals
may use illegal drugs, unless the Surgeon General of the Public Health Service
determines that a demonstration needle exchange program would be effective in
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Supplemental Terms and Conditions
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DocuSign Envelope ID: B635666A-8342-4E6A-9132-D2C97EFAF016
reducing drug abuse and the risk that the public will become infected with the etiologic
agent for AIDS.
29. MATCH AND PROGRAM INCOIME
Grantee will:
i. Contribute match that is, at minimum, the percentage, stated on Attachment B, of Total
System Agency Share unless otherwise stated on Attachment B.
ii. Report match on each Financial Status Report (FSR) or Quarterly Match Report,
including description, source, and dollar amount in the FSR comment section for the
non -System Agency funding and in -kind contributions for the program or as directed
by System Agency.
iii. Adhere to the Program Income requirements in the Texas Grants Management
Standards (TxGMS).
iv. Not use program income as match without prior approval of the contract manager
assigned to the Contract.
v. If the match ratio requirement is not met by the beginning of the last three months of
the term of the Contract, System Agency may withhold or reduce payments to satisfy
match insufficiency or demand a refund of the amount of the match insufficiency.
30. CONTRACT RECONCILIATION
Grantee, within 45 calendar days after the end of each fiscal term year, will submit to the
System Agency email box, SUD.Contracts@a hhs.texas.gov, financial and reconciliation reports
required by System Agency in forms as determined by System Agency.
31. BREACH OF CONTRACT AND LIQUIDATED DAMAGES
A. Contract Monitoring
System Agency:
i. Will monitor Grantee for programmatic and financial compliance with this Contract
and;
ii. May impose liquidated damages for any breach of this Contract.
iii. At its discretion, may place Grantee on accelerated monitoring, which entails more
frequent or more extensive monitoring than ordinarily conducted by System Agency.
iv. May allow the Grantee the opportunity to correct identified deficiencies prior to
imposing actions stated in this section.
B. Liquidated Damages
Grantee agrees that noncompliance with the requirements specified in the Contract causes
damages to System Agency are difficult or impossible to determine or quantify with precise
accuracy. Grantee further agrees that System Agency may impose liquidated damages each
month for so long as the noncompliance continues. 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 System Agency's projected financial loss and damage resulting
from the Grantee's nonperformance, including financial loss. Accordingly, in the event
Grantee fails to perform in accordance with the Contract, System Agency may assess
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Supplemental Terms and Conditions
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liquidated damages as provided in this section. System Agency may impose liquidated
damages of
i. $500 for the first occurrence of noncompliance during a fiscal year;
ii. $750 for the second occurrence of noncompliance with the same requirement during
the same fiscal year•, and
iii. $1,000 for the third and subsequent occurrence(s) of noncompliance with the same
requirement during the same fiscal year.
C. Grantee Repayment
System Agency may elect to collect liquidated damages as set-off against payments then
due to Grantee or that become due at any time after assessment of liquidated damages.
System Agency may take repayment from funds available under this Contract, active or
expired, or any subsequent renewal, in amounts necessary to fulfill Grantee's repayment
obligations. System Agency may also elect to collect liquidated damages through direct
assessment and demand for payment delivered to Grantee.
D. Notice of Liquidated Damages
System Agency will formally notify Grantee in writing when liquidated damages action is
imposed, stating the nature of the action, the reasons for imposing, and the method of
appealing. Grantee must submit a written appeal, within ten (10) calendar days of receipt
of the notice, to the SUD email box, SUD.Contracts@hhs.texas.gov.
A submitted appeal must:
i. Include documented proof that Grantee submitted the information by the due date or
received an exemption from the assigned contract manager.
ii. Demonstrate the findings on which the Liquidated Damage is based are either invalid
or do not warrant the action(s).
If System Agency determines the liquidated damage is warranted, System Agency's
decision is final, and the remedy or sanction shall be imposed.
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Attachment E-I
Supplemental Terms and Conditions
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