ESBD_428405_1750275042195_Exhibit B - DFPS Uniform Terms and Conditions.pdf

N502 FORM-5645V

December 2024

PAGE 1 PAGE 1

TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES

VENDOR UNIFORM TERMS AND CONDITIONS

TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES VENDOR

UNIFORM TERMS AND CONDITIONS

SECTION I

FUNDING AVAILABILITY AND FINANCIAL

A. FUNDING AVAILABILITY.

1. This Contract is contingent upon the continued availability of funding. If funds become unavailable through the lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidation, or any other disruptions of current appropriations, DFPS will reduce or terminate this Contract.

2. DFPS is prohibited from incurring obligations in excess of amounts lawfully appropriated by the Texas Legislature over the course of a biennium.

B. PROMPT PAYMENT.

DFPS will pay Contractor according to the Prompt Payment Act, Texas Government Code Chapter 2251.

C. TRAVEL EXPENSES.

Travel expenses authorized by this Contract will be reimbursed according to the rates set by the State of Texas TexTravel (or its successor) program.

Furthermore, DFPS reserves the right to reimburse at a rate equal to the rate DFPS employees receive even if the rates set by the TexTravel are higher.

D. NO DEBT AGAINST THE STATE.

This Contract will not be construed as creating any debt by or on behalf of the State of Texas.

E. DEBT TO STATE.

If a law prohibits the Texas Comptroller of Public Accounts from making a payment, the Contractor acknowledges that DFPS’s payments under the Contract will be applied toward eliminating the Contractor’s debt or delinquency, regardless of when it arises.

F. RECAPTURE OF FUNDS.

Contractor agrees that:

1. DFPS will withhold all or part of any payments to Contractor to offset overpayments made to Contractor. Overpayments, as used in this Section, include payments made by DFPS that exceed the maximum allowable rates;

that are not allowed under applicable laws, rules, or regulations; or that are otherwise inconsistent with this Contract, including any unapproved expenditures;

2. It will return to DFPS any amounts paid that are disallowed pursuant to any financial and compliance audit of funds received under this Contract; and

PAGE 2 PAGE 2

3. It will reimburse such disallowed costs from funds that were not provided or otherwise made available to Contractor under this Contract or from a source of federal funds derived from programs administered by DFPS or the State of Texas.

G. FINANCIAL REMEDIES.

In addition to any other remedy under law, DFPS reserves the right to implement financial remedies based on monitoring or audit findings related to violations of this Contract’s requirements including recovery of all actual damages DFPS accrues as a result of a Contractor's noncompliance. As applicable to this Contract, additional financial remedies or liquidated damages may be provided for in this Contract’s Supplemental and Special Conditions.

H. INSURANCE.

1. Unless otherwise specified in this Contract, its Supplemental and Special Conditions, or the solicitation that this Contract resulted from, the Contractor will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure this Contract’s proper fulfillment and cover any potential liabilities with financially sound and reputable insurers licensed by the Texas Department of Insurance, and in the type and amount customarily carried within the industry or as determined by DFPS.

2. Contractor will provide evidence of insurance upon request by DFPS.

3. If any policy is determined by DFPS to be deficient and to not comply with the terms of this Contract, Contractor will secure such additional coverage as required by DFPS, law or regulation.

4. If coverage expires during the term of this Contract, Contractor must produce renewal certificates for each type of coverage.

SECTION II

RECORDS – ACCESS, AUDIT AND RETENTION

A. RECORDS RETENTION AND ACCESS.

1. Contractor will keep and maintain accurate and complete records necessary to determine compliance with this Contract and applicable laws.

2. Contractor will provide access to its records to DFPS, the Texas State Auditor’s Office (SAO), the federal government, and their authorized representatives.

3. Unless otherwise specified in this Contract, Contractor will maintain legible copies of this Contract and all related documentation for a minimum of seven years after the termination of this Contract or seven years after the completion of any litigation or dispute involving the Contract, whichever is longer.

4. THE CONTRACTOR WILL NOT DISPOSE OF RECORDS BEFORE

PROVIDING THE DFPS CONTRACT MANAGER WRITTEN NOTICE OF

ITS INTENT TO DISPOSE OF RECORDS AND RECEIVING WRITTEN

APPROVAL FROM THE DFPS CONTRACT MANAGER.

PAGE 3 PAGE 3

B. SAO AUDIT.

1. Contractor understands that acceptance of funds under this Contract or through a subcontract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds.

2. Under the direction of the Legislative Audit Committee, an entity that is the subject of an SAO audit or investigation must provide the SAO access to any information that is considered relevant.

3. Contractor agrees to cooperate fully with the SAO, or its successor, in the conduct of the audit or investigation, including providing all records requested.

4. Contractor will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors related to this Contract and the requirement to cooperate is included in any Subcontracts it awards.

C. COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS.

1. Contractor will implement all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, accounting principle, or deficiency identified in any audit, review, or inspection of this Contract.

2. Any such correction will be at Contractor or its Subcontractor's sole expense.

3. Whether Contractor's action corrects the noncompliance will be solely the decision of DFPS.

4. Contractor must provide, at DFPS’s request, a copy of those portions of Contractor's and its Subcontractors' internal audit reports relating to this Contract.

D. CONFIDENTIAL INFORMATION.

1. Contractor agrees to only use DFPS confidential information for the purpose of this Contract and to comply with all applicable state and federal laws when it receives and stores DFPS confidential information, including, but not limited to, the following enumerated. This includes any communication or record regardless of form or format provided or made available through any means and includes records or information that identifies DFPS children or clients:

a. Section 106 of the Child Abuse Prevention and Treatment Act, codified at 42 U.S.C. 5106a;

b. Section 471 of Title IV-E of the Social Security Act, codified at 42 U.S.C. 671(a)(8), and related federal rules at 45 CFR 1355.30 and 45

CFR 205.50;

c. Social Security Administration data, including without limitation Medicaid information (Social Security Act, 42 U.S.C. Chapter 7);

d. Family Educational Rights and Privacy Act, 20 U.S.C. §1232g; 34 CFR Part 99;

e. Protected health information, including electronic protected health information or unsecured protected health information under the

PAGE 4 PAGE 4

Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C. Chapter 7, Subchapter XI, Part C; 45 CFR Parts 160 and 164;

f. Confidentiality of Alcohol and Drug Abuse Patient Records, 42 U.S.C.

§290dd-2, 42 CFR Part 2;

g. Federal Tax Information, Internal Revenue Code, Title 26 of the United States Code including IRS Publication 1075;

h. The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. §552a;

i. Personal identifying information defined by Texas Business and Commerce Code Chapter 521, and OMB Memorandum 07-16, Safeguarding Against and Responding to the Breach of Personally Identifiable Information;

j. Texas Family Code §261.201 and related provisions in Chapters 261 and 264;

k. Texas Health and Safety Code §81.046 and Chapters 181 and 611;

l. Texas Human Resources Code §12.003, §40.005, and Chapter 48;

m. Texas Public Information Act, Texas Government Code Chapter 552;

n. 19 Texas Administrative Code Chapter 702 Subchapter F (Child

Protective Services) and Chapter 705 Subchapter M (Adult Protective Services); and

o. Criminal history record information guidelines in the FBI’s Criminal Justice Information Services (CJIS) Security Policy.

2. Contractor will notify DFPS immediately, but not later than 24 hours, after Contractor discovers any possible or actual unauthorized disclosure or breach of DFPS confidential information. Contractor will also fully cooperate with DFPS in investigating, mitigating, and issuing notifications for an unauthorized disclosure or breach as directed by DFPS.

3. Contractor will only disclose information according to applicable law and will notify DFPS as required by the applicable law when it makes a disclosure.

4. In the event the Contractor receives a request or demand for confidential information or records in connection with any discovery, investigative, civil, criminal, or other similar legal process, they will provide DFPS with written notice of this request or demand within two business days of receiving it.

E. PUBLIC INFORMATION ACT.

1. Information related to this Contract will be subject to the Public Information Act (PIA) found at Texas Government Code Chapter 552 and withheld from public disclosure or released only in accordance with the PIA.

2. In accordance with Texas Government Code §2252.907, the Contractor is required to make any information created or exchanged with DFPS pursuant to the Contract, and not otherwise excepted from disclosure under the PIA, available in a format that is accessible by the public at no additional charge to DFPS.

SECTION III

OWNERSHIP AND INTELLECTUAL PROPERTY

PAGE 5 PAGE 5

A. OWNERSHIP.

DFPS owns all work produced by Contractor under this Contract.

B. INTELLECTUAL PROPERTY.

1. To the extent any services, deliverables or work performed by Contractor results in the creation of intellectual property, all rights, title, and interest in and to such intellectual property will vest in DFPS upon creation and will be deemed to be a “work made for hire” and made in the course of the services rendered pursuant to this Contract.

2. To the extent that title to any such intellectual property will not by law vest in DFPS, or such intellectual property will not be considered a “work made for hire,” Contractor hereby irrevocably assigns all rights, title, and interest therein to DFPS.

3. Contractor must give DFPS and the State of Texas, as well as any person designated by DFPS or the State of Texas, all assistance required to perfect the rights defined in this Section without any additional charge or expense beyond the stated amount payable to Contractor authorized under this Contract.

SECTION IV

NOTICE AND REPORTING

A. NOTICE OF LEGAL MATTER OR LITIGATION.

Contractor will notify their assigned DFPS Contract Manager of any litigation or legal matter related to or affecting this Contract within seven calendar days of Contractor becoming aware of the litigation or legal matter.

B. NOTICE OF CHANGE IN CONTACT PERSON OR KEY PERSONNEL OR

MATTERS IMPACTING CONTRACT.

Contractor will notify their assigned DFPS Contract Manager within 10 days of any change to the Contractor’s Contact Person or Key Personnel in the Contract or any matter impacting the Contract, which includes but is not limited to changes to Contractor's name or identity, ownership, control, or governing board membership, any problem or potential problem associated with its performance or services, or payee identification number.

C. COMPLAINT REPORTING.

Unless otherwise noted in this Contract, DFPS will contact the Contractor when it receives a complaint about the Contractor and advise the Contractor whether DFPS will conduct an investigation or will coordinate with the Contractor for an investigation. When DFPS requires the Contractor to conduct any part of the complaint investigation, Contractor must respond in writing to DFPS with all information and according to DFPS’s requirements and specified time frames.

D. REPORTING ABUSE, NEGLECT, OR EXPLOITATION.

PAGE 6 PAGE 6

In addition to any other reporting requirement, Contractor will report any suspected case of abuse, neglect, or exploitation to the appropriate authority as required by the Texas Family Code Chapter 261. All reports must be made within 24 hours of the discovery of the suspected abuse, neglect, or exploitation to DFPS Statewide Intake by either phone at 1-800-252-5400 or online at https://www.txabusehotline.org/Login/Default.aspx.

E. REPORTING CRIMINAL CONDUCT

In addition to any other reporting requirement, if the Contractor, DFPS or their employees become aware of either Contractor’s, DFPS’s or their employees’ conduct against a person receiving DFPS’s services that could constitute a criminal offense, they must report it to a local law enforcement agency no later than 48 hours after becoming aware of such criminal conduct.

SECTION V

AMENDMENT

A. BILATERAL AMENDMENT.

Except as provided for in the Unilateral Amendment section below, this Contract can only be changed by a Bilateral Amendment executed by both Parties.

B. UNILATERAL AMENDMENT.

A Unilateral Amendment will be effective on the date that is specified in it.

DFPS has sole discretion to issue a Unilateral Amendment to modify a Contract’s requirements, terms, or conditions as follows:

1. Correct an obvious clerical error;

2. Modify a Contract Number or Agency ID Number;

3. Incorporate new or revised state or federal laws, regulations, rules, or policies;

4. Comply with a court order or judgment;

5. Update service level description or daily rates;

6. Update Contractor’s name as recorded by the Secretary of State, as required by law, or as authorized by DFPS;

7. Change either Party’s Contract Manager or contact information;

8. Change any recorded license number based on information obtained from the agency or entity issuing the license; and

9. For Open Enrollments only, add or delete a geographic service area, service delivery location, or service type, as long as it is part of a current Open Enrollment.

https://www.txabusehotline.org/Login/Default.aspx

PAGE 7 PAGE 7

SECTION VI

TERMINATION

A. TERMINATION FOR CONVENIENCE.

DFPS will terminate the Contract, in whole or in part, at any time when in its sole discretion, DFPS determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in DFPS’s notice of termination.

B. TERMINATION FOR CAUSE.

1. If the Contractor fails to provide the services or goods required by this Contract or fails to comply with any terms or conditions of it, DFPS will terminate the Contract in whole or part.

2. In addition to any other remedy allowed by law, Contractor will be responsible to DFPS for all costs incurred by DFPS and the State of Texas to replace the Contractor. These costs include but are not limited to the costs of procuring a substitute Contractor and the cost of any claim or litigation that is reasonably attributable to Contractor’s failure to provide services or goods.

C. EQUITABLE SETTLEMENT.

Any early termination under this Contract will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination.

SECTION VII

GENERAL PROVISIONS

A. GOVERNING LAW AND VENUE.

This Contract and the rights and obligations of the Parties will be governed by and construed according to the laws of the State of Texas, exclusive of any conflicts of law provisions. Venue for any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas, unless DFPS elects otherwise. Contractor irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it will now or hereafter have to the bringing of any action or proceeding in such jurisdiction with respect to this Contract.

B. INDEMNITY.

1. CONTRACTOR WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE

STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND DFPS AND ITS

OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS,

SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES,

INCLUDING ATTORNEYS’ FEES AND COURT COSTS, ARISING OUT OF OR

RESULTING FROM:

a. CONTRACTOR'S PERFORMANCE UNDER THE CONTRACT, INCLUDING ANY