ESBD_428405_1750275043708_Exhibit C - 5622V Supp and Special Conditions.pdf

N502 FORM-5622V

JUNE 2022

TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES

VENDOR SUPPLEMENTAL AND SPECIAL CONDITIONS PAGE 1

Exhibit C

TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES

VENDOR SUPPLEMENTAL AND SPECIAL CONDITIONS

SECTION I

SUPPLEMENTAL CONDITIONS

The following Supplemental Conditions modify the DFPS Vendor Uniform Terms and Conditions.

A. The Parties agree to remove Section VII., C., (BACKGROUND HISTORY

CHECKS AND RIGHT OF REMOVAL) and replace it with the following:

BACKGROUND HISTORY CHECKS AND RIGHT OF REMOVAL

Claims Processing Services are exempt from the background check requirement per the DFPS Background Checks Handbook (Appendix 2) Purchased Client Services Background Check Exemption Chart.

B. The Parties agree to remove Section VII., T., (SUBCONTRACTING) and replace it with the following:

SUBCONTRACTING.

As applicable under the Contract, Contractor will comply with the following:

Contractor will be responsible to DFPS for any subcontractor's performance under this Contract. Subcontractors providing services under the Contract will meet the same requirements and level of experience as required of the Contractor.

No subcontract under the Contract will relieve Contractor of responsibility for ensuring the requested services are provided.

Contractors planning to subcontract all, or a portion, of the work to be performed will identify the proposed subcontractors.

Subcontracting will be solely at Contractor’s expense.

DFPS retains the right to check subcontractor’s background and approve or reject the use of submitted subcontractors.

Contractor will be the sole contact for DFPS and Contractor will list a designated point of contact for all DFPS inquiries.

Contractor will include a term in all subcontracts that incorporates this Contract by reference and binds subcontractors to all the requirements, terms, and conditions of this Contract related to the service being provided by the subcontractor, as well as explicitly hold that this Contract controls in the event of any conflict with subcontract. DFPS approval of Contractor's use of any subcontractor is conditioned upon the extent that any subcontract does not conflict with any requirements of the Contract between DFPS and Contractor.

TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES

VENDOR SUPPLEMENTAL AND SPECIAL CONDITIONS PAGE 2

Payments to subcontractors will be made pursuant to the Texas Prompt Payment Act (Texas Government Code Chapter 2251).

C. The Parties agree to add the following to Section I., H., INSURANCE of the DFPS Vendor Terms and Conditions as Section I., H., 5:

IFB INSURANCE REQUIREMENT

The Contractor agrees to comply with Insurance requirements in the DFPS Vendor Uniform Terms and Conditions and the following insurance requirements.

The Contractor shall provide DFPS with documentation that meet these requirements, which can include, but is not limited to insurance policies, accords, certificates, and/ or self-insurance plans. DFPS reserves sole discretion to determine whether a document provided to DFPS meets the current minimum insurance requirements, coverage and/or limits. Governmental entities (e.g., state agencies, counties, universities) are exempt from DFPS insurance requirements.

If the coverage will be provided through an insurance policy (or multiple policies) or other similar insurance documents, then the issuing insurance company must be authorized to do business in the State of Texas and have “B” or higher rating.

If the coverage will be provided through Self-Insurance, then the plan submitted must demonstrate that it meets or exceeds the requirements.

If the coverage will be provided through a bond or other financial instrument, then the issuer me be authorized to do business in the State of Texas.

When an equivalent insurance coverage is submitted to satisfy the minimum insurance requirements, the Contractor’s insurance representative must submit written verification of the equivalency for the required minimum insurance coverage. DFPS reserves sole discretion to determine whether a document provided to DFPS meets the current minimum insurance requirements, coverage and/or limits.

The following current DFPS minimum insurance coverage and limits must be maintained throughout the resulting contract term:

• $1M Errors and Omissions insurance or equivalent insurance coverage to losses from errors and omissions during services with a minimum of $1,000,000.

• $1M Commercial Crime Insurance or equivalent insurance coverage must include third part or “client property” endorsement/ coverage and this endorsement/ coverage must be identifiable on the Certificate of Insurance or Self-insurance documentation.

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VENDOR SUPPLEMENTAL AND SPECIAL CONDITIONS PAGE 3

SECTION II

SPECIAL CONDITIONS

In addition to the DFPS Vendor Uniform Terms and Conditions, the Contractor agrees to comply with the following DFPS Vendor Special Conditions.

A. REMEDIES AND DISPUTES.

In addition to any other remedy provided under this Contract, state, or federal law, DFPS may impose the following.

1. Corrective Action Plan (CAP). DFPS will provide the Contractor with a CAP that identifies areas of noncompliance, poor performance, or other deficiencies.

a. Contractor must respond in writing within the timeframes required in the CAP, address each identified defect, and provide an appropriately thorough response to DFPS for review and approval.

b. Upon receipt of DFPS’s approval, the Contractor must implement and maintain compliance with the requirements of the CAP.

2. Suspension. DFPS may suspend or remove all or any part of the Contract.

Removal of Staff. DFPS reserves the right to require Contractor to remove any employee, volunteer, or agent of the Contractor, or any Subcontractor from the provision of services under this contract, or to prohibit any employee, volunteer, or agent of the Contractor, or any Subcontractor from having direct contact with DFPS referred clients or client records.

A. REMEDIES AND DISPUTES.