Health and Human Services (HHS) Additional Provisions

Version 1.0 Effective: November 7, 2019

RFQ No. HHS0016354 Exhibit C

Table of Contents

1. HHSC VENDOR ACCESS

2. HHSC APPROVAL OF STAFFING

3. TURNOVER PLAN

4. TURNOVER ASSISTANCE

5. TRADEMARK LICENSE

6. TRADEMARK OWNERSHIP

7. DISCOUNTS

8. ELECTRICAL ITEMS

9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS

10. NOTICE OF IRS OR TWC INSOLVENCY

11. DISASTER SERVICES

12. NOTICE OF A LICENSE ACTION

Health and Human Services Additional Provisions V.1.0 – November 7, 2019

ADDITIONAL PROVISIONS

The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions.

1. HHSC VENDOR ACCESS

At HHSC’s request, Contractor will allow parties interested in responding to other HHSC solicitations to have reasonable access during normal business hours to the Work, software, systems documentation, and site visits to the Contractor’s facilities. Contractor may elect to have such parties inspecting the Work, facilities, software or systems documentation to agree to use the information so obtained only in the State of Texas and only for the purpose of responding to the relevant HHSC solicitation.

2. HHSC APPROVAL OF STAFFING

A. Contractor shall not employ or contract with or permit the employment of unfit or unqualified persons or persons not skilled in the tasks assigned to them. The Contractor shall at all times employ sufficient labor to carry out functions and services in the manner and time prescribed by the Contract. The Contractor shall be responsible to HHSC for the acts and omissions of the Contractor’s employees, agents (including, but not limited to, lobbyists) and Subcontractors and the Contractor shall enforce strict discipline among the Contractor’s employees, agents (including, but not limited to, lobbyists) and Subcontractors performing the services under the Contract.

B. Any person employed by the Contractor shall, at the written request of HHSC, and within HHSC’s sole discretion, be removed immediately by the Contractor from work relating to the Contract.

3. TURNOVER PLAN

HHSC, in its sole discretion, may require Contractor to develop and submit a Turnover Plan at any time during the term of the Contract. Contractor must submit the Turnover Plan to HHSC for review and approval. The Turnover Plan must describe Contractor’s policies and procedures that will ensure:

i. The least disruption in the delivery of the Work during Turnover to HHSC or its designee; and

ii. Full cooperation with HHSC or its designee in transferring the Work and the obligations of the Contract.

4. TURNOVER ASSISTANCE

Contractor will provide any assistance and actions reasonably necessary to enable HHSC or its designee to effectively close out the Contract and transfer the Work and the obligations of the Contract to another vendor or to perform the Work by itself. Contractor 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 HHSC.

5. TRADEMARK LICENSE

HHSC grants to Contractor, for the term of the Contract, a limited non-exclusive, royalty-free, non-assignable, non-transferable license to reproduce HHSC’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. Contractor is in compliance with all provisions of the Contract;

ii. Contractor’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements or as otherwise communicated by HHSC;

iii. Contractor 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 HHSC’s right, title and interest in the trademarks or their validity;

iv. Contractor makes no attempt to sublicense any rights under this trademark license; and

v. Contractor complies with any marking requests HHSC 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 “™” for unregistered trademarks.

6. TRADEMARK OWNERSHIP

Contractor acknowledges and agrees that the trademarks remain the exclusive property of HHSC, that all right, title and interest in and to the trademarks is exclusively held by HHSC, and all goodwill associated with such trademarks inures solely to HHSC.

7. DISCOUNTS

If Contractor at any time during the term of the Contract provides a discount on the final contract costs, Contractor will notify HHSC in writing at least ten (10) calendar days prior to the effective date of the discount. HHSC will generate a Purchase Order Change Notice and send a revised Purchase Order to Contractor.

8. ELECTRICAL ITEMS

All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA).

9. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS

A. Contractor shall immediately report in writing to its assigned HHSC contract manager when Contractor learns of or has any reason to believe it or any person with ownership or controlling interest in Contractor, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has:

i. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or

ii. 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. Contractor 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.

10. NOTICE OF IRS OR TWC INSOLVENCY

Contractor shall notify in writing its assigned HHSC contract manager of any insolvency, incapacity or outstanding unpaid obligations of Contractor owed to the Internal Revenue Service or the State of Texas, or any agency or political subdivision of the State of Texas within five days of the date of Contractor’s becoming aware of such.

11. 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, Contractor 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.

12. NOTICE OF A LICENSE ACTION

Contractor shall notify its assigned HHSC contract manager of any action impacting Contractor’s license to provide services under this Contract within five 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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