Exhibit C - HHS Additional Provisions Version 1.0.pdf

HHS0015558v2 – Video Direct Observed Therapy (VDOT)

EXHIBIT C

Health and Human Services (HHS)

Additional Provisions

Version 1.0

Effective: November 7, 2019

Table of Contents

1. HHSC VENDOR ACCESS

2. HHSC APPROVAL OF STAFFING

3. TURNOVER PLAN

4. TURNOVER ASSISTANCE

5. TRADEMARK OWNERSHIP

6. DISCOUNTS

7. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS

8. NOTICE OF IRS OR TWC INSOLVENCY

9. DISASTER SERVICES

10. NOTICE OF A LICENSE ACTION

Exhibit C

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 Provisions 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 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:

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

and

B. 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.

Additional Provisions V.1.0 – November 7, 2019

5. 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 insures solely to HHSC.

6. 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.

7. 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.

8. 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.

9. 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:

A. Community evacuation;

B. Health and medical assistance;

C. Assessment of health and medical needs;

D. Health surveillance;

E. Medical care personnel;

F. Health and medical equipment and supplies;

G. Patient evacuation;

H. In-hospital care and hospital facility status;

I. Food, drug and medical device safety;

J. Worker health and safety;

Additional Provisions V.1.0 – November 7, 2019

K. Mental health and substance abuse;

L. Public health information;

M. Vector control and veterinary services; and

N. Victim identification and mortuary services.

10. 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:

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 license action; and

D. License or case reference number.

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