THE HARRIS CENTER FOR MENTAL HEALTH AND IDD EQUIPMENT CONTRACT 9-112026.pdf

Contract ID No.

THE HARRIS CENTER FOR MENTAL HEALTH AND IDD

EQUIPMENT PURCHASE AGREEMENT

This Equipment Purchase Agreement (“Agreement”) is entered into this _____, 20 , by and between The Harris Center for Mental Health and IDD, a Community Center and Agency of the State of Texas, under the provisions of Chapter 534 of the Texas Health and Safety Code Ann., as amended, with its principal place of business at 9401 Southwest Freeway, Houston, TX

77074 (“the Harris Center” or “Provider”), and [***INSERT NAME***], a

[***INSERT TYPE OF ENTITY -CORPORATION, PARTNERSHIP, SOLE

PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at

[***INSERT ADDRESS***] (“Contractor”). The Harris Center and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS

WHEREAS, the Harris Center is a Community Center as defined in Chapter 534 of the Texas

Health and Safety Code, a designated Local Mental Health Authority (“LHMA”) and the Local

Intellectual and Development Disability Authority (“LIDDA”) for Harris County, Texas. The

Harris Center is a Certified Community Behavioral Health Clinic by the State of Texas Health and

Human Services Commission (“HHSC”); and

WHEREAS, Contractor desires to contract with the Harris Center to provide Furniture for the

Northeast Community Wellness Center, located at pursuant to the Request for Proposal (“RFP”), Project No _____________.

WHEREAS, this Agreement sets forth the terms and conditions evidencing the agreement of the

Parties hereto;

NOW THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth herein, the benefits to be delivered therefrom, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

SECTION 1. DEFINITIONS.

A. “Equipment” means all machinery, equipment, furniture, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Contractor as specified in Exhibit “A,” attached hereto and incorporated herein by reference.

[Type here]

B. “Delivery Date(s)” means that date or dates upon which the Equipment is to be delivered to the Harris Center, ready for approval, testing and/or use as specified in Exhibit “B.”

SECTION 2. TERM.

This Agreement is made effective from ________ until August 31, 2027, the end of the Provider fiscal year (“Initial Term”). In the event that the projects are not completed by the August 31, 2027 termination date, this Agreement shall automatically extend for ninety (90) days, subject to approval of additional funding, if applicable.

RENEWAL OPTIONS. The Harris Center at its option may renew contract annually after the initial

Term for ______ (__) successive one-year terms at rate fees specified in Exhibit A attached herein and incorporated by reference as if fully set out. Any subsequent term will begin September 1 and end August 31 of each successive year unless terminated as stated herein; subject to annual appropriation.

SECTION 3. PRICES.

Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of Harris Center. No extra charges of any kind will be allowed unless specifically agreed to in writing by Harris Center’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Equipment furnished to Harris Center hereunder; and (ii) all charges for packing, freight and transportation to destination.

SECTION 4. OBLIGATIONS OF THE HARRIS CENTER

A. PAYMENT

(i) In consideration of the obligations undertaken by Contractor, the Harris Center agrees to pay Contractor in accordance with the fee schedule as attached as Exhibit A respectively in a not to exceed amount of _______________________ and 00/100 ($____.00) for the Harris Center fiscal year 2027. Final payment shall be made by Harris Center after Contractor has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Equipment.

(ii) Payment amount will be based on a monthly invoice unless completion of applicable

Progress Milestones, after receipt of invoice, or which shall reflect a detailed description of services provided by the Contractor and as approved by the Harris Center employee authorized to approve billing(s) as set forth above. Payment shall be made by electronic payment forty-five (45) days after receipt of goods, services, or invoice, whichever is latest. Payment may be delayed, adjusted or withheld, where a deficiency is noted in goods, services, or invoices received. The

Harris Center retains the right to offset payments for prior invoices that were paid and later found to be deficient in any manner.

(iii) This Agreement is at all times contingent upon the approval of the Provider’s Board of

Trustees or HHSC and the availability and receipt of state or federal funds, and if funds for this

Agreement become unavailable during any budget period, this Agreement may be immediately terminated or reduced at the discretion of the Provider.

B. If Progress Milestones have been specified Exhibit “B,” then payments for the Equipment will be made as the requirements of such Progress Milestones are met. Progress payments for the

Equipment will be made by the Harris Center upon proper application by Contractor during the progress of the Equipment and according to the terms of payment as specified in Exhibit “B.”

Contractor’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “B” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “B” or a change order, must have subcontractor and/or supplier invoices attached to Contractor’s invoice. Other format and support documents for invoices will be determined by the Harris Center in advance of the first invoice cycle.

C. Payments otherwise due may be withheld by the Harris Center on account of defective

Equipment not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Contractor to make payments properly to its subcontractors or for material or labor, the failure of Contractor to perform any of its other obligations under the

Agreement, or to protect the Harris Center against any liability arising out of Contractor’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, the Harris Center may remove them at Contractor’s expense.

D. Payment of the final Progress Milestone payment or any retention will be made by Harris

Center upon:

E. Submission of an invoice for satisfactory completion of the requirements of a Progress

Milestone as defined in Exhibit “B” and in the amount associated with the Progress Milestone.

F. Acceptance by Contractor of payment of the final Progress Milestone payment pursuant to

Section 4.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Contractor then has, or can subsequently acquire against the Harris

Center, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final

Progress Milestone by the Harris Center will not constitute a waiver, release or discharge of any claims or demands which the Harris Center then has, or can subsequently acquire, against

Contractor, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.

SECTION 5. INVOICE REQUIREMENTS

Invoices for payment must be submitted by the fifth (5th) calendar day of the month following the month in which the services were rendered. All invoices must be received no later than forty-five

(45) calendar days after the end of the month in which services were rendered. Invoices that are received later than forty-five (45) days after the end of the month in which the services were rendered will not be paid. Invoices must be submitted in the following manner:

(a) Invoice(s) must be submitted in DUPLICATE;

(b) Invoice(s) must include a purchase order number. The PO number will be forwarded to

Contractor upon full execution of the Agreement.

(c) Send invoice(s) to the Provider staff member authorized to approve billing:

____@theharriscenter.org with a copy to AP@theharriscenter.org.

SECTION 6. SCHEDULE FOR DELIVERY.

A. The time of Contractor’s performance is of the essence for this Agreement. The Equipment will be delivered in accordance with the schedule set forth in Exhibit “B.” Contractor must immediately notify Harris Center in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights the Harris Center may have under this

Agreement or at law, Contractor shall pay the Harris Center the sum of $_____ per item of

Equipment for each calendar day for which the item of Equipment is unavailable beyond the scheduled delivery date(s) specified in Exhibit “B.”

B. In the event that the Equipment is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Contractor will fully cooperate in scheduling the delivery so that the Harris Center can maximize the efficient completion of such project(s).

SECTION 7. CHANGES.

The Harris Center, at any time, by a written order, and without notice to any surety, may make changes in the Equipment, including but not limited to, the Harris Center’s requirements and specifications. If such changes affect the cost of the Equipment or time required for its performance, an equitable adjustment will be made in the price or time for performance or both.

Any change in the price necessitated by such change will be agreed upon between the Harris Center and Contractor and such change will be authorized by a change order document signed by the

Harris Center and accepted by Contractor.

SECTION 8. MATERIALS AND WORKMANSHIP.

When Exhibit “A” specifies machinery, equipment, furniture or material by manufacturer, model or trade name, no substitution will be made without the Harris Center’s written approval.

Machinery, equipment or material installed in the Equipment without the approval required by this

Section 8 will be deemed to be defective material for purposes of Section 9. Where machinery, equipment, furniture or materials are referred to in Exhibit “A” as equal to any particular standard, the Harris Center will decide the question of equality. When requested by the Harris Center, Contractor will furnish the Harris Center with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment, furniture and material to be incorporated in the Equipment.

Material samples will be submitted at the Harris Center’s request.

SECTION 9. INSPECTIONS AND TESTS.

The Harris Center shall have the right to inspect and/or test the Equipment prior to acceptance. If upon inspection or testing the Equipment or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, the

Harris Center may reject the Equipment or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair the Harris Center’s right to reject nonconforming goods, irrespective of the Harris Center’s failure to notify Contractor of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof.

SECTION 10. WARRANTY.

A. Contractor warrants that the Equipment will be of merchantable quality and free from defects in design, engineering, material and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer’s warranty or as agreed to by Contractor and the

Harris Center, from the date of final written acceptance of the Equipment by the Harris Center as required for final payment under Section 4. Contractor further warrants that any services provided in connection with the Equipment will be performed in a professional and workmanlike manner and in accordance with the highest industry standards.

B. Contractor further warrants that all machinery, equipment, furniture or process included in the Equipment will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. The Harris Center’s inspection, testing, approval or acceptance of any such machinery, equipment, furniture or process will not relieve Contractor of its obligations under this Section 10.B.

C. For any breach of the warranties contained in Section 10.A and Section 10.B, Contractor will, immediately after receiving notice from the Harris Center, at the option of the Harris Center, and at Contractor’s own expense and without cost to the Harris Center:

1. Repair the defective Equipment;

2. Replace the defective Equipment with conforming Equipment, F.O.B. The Harris Center’s office or other location of the Harris Center where the Equipment was originally performed or delivered; or

3. Repay to the Harris Center the purchase price of the defective Equipment.

If Harris Center selects repair or replacement, any defects will be remedied without cost to Harris

Center, including but not limited to, the costs of removal, repair and replacement of the defective

Equipment, and reinstallation of new Equipment. All such defective Equipment that is so remedied will be similarly warranted as stated above. In addition, Contractor will repair or replace other items of the Equipment which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to Harris Center.

D. Contractor also warrants that the Equipment is free and clear of all liens and encumbrances whatsoever, that Contractor has a good and marketable title to same, and that Contractor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Equipment. Contractor agrees to indemnify, defend and hold the Harris Center harmless against any and all third-party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

E. In the event of a breach by Contractor of its obligations under this Section 10, the Harris

Center will not be limited to the remedies set forth in this Section 10, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to the Harris Center under the laws of the State of Texas.

SECTION 11. TAXES.

A. Contractor agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Equipment provided under this Agreement.

B. Contractor will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors.

Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld.

C. All other taxes, however denominated or measured, imposed upon the price of the

Equipment provided hereunder, will be the responsibility of Contractor. In addition, all taxes assessed by any taxing jurisdiction based on Contractor property used or consumed in the provision of the Equipment such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Contractor.

D. Contractor will, upon written request, submit to the Harris Center written evidence of any filings or payments of all taxes required to be paid by Contractor hereunder.

E. Franchise Tax. If Contractor is a corporation and is at the time of contracting or later becomes delinquent in the payment of its Texas franchise tax, then payments to the Contractor due under this Agreement may be withheld until such delinquency is remedied.

SECTION 12. INDEPENDENT CONTRACTOR AND OBLIGATIONS

A. INDEPENDENT CONTRACTOR. Contractor enters into this Agreement as an independent contractor and not as an employee of the Harris Center. Contractor shall have no power or authority by this Agreement to bind the Harris Center in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the Harris Center. The Harris Center shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement.

Contractor understands and agrees that the Harris Center:

(a) Will not withhold on behalf of Contractor any sums for income tax, unemployment insurance, social security, or any other withholding;

(b) Will not give to Contractor any of the benefits given to employees of the Harris Center;

B. IMMIGRATION REFORM AND CONTROL ACT. Contractor agrees to maintain appropriate identification and employment eligibility documents and complete an I-9 form to meet requirements of the Immigration Reform and Control Act of 1986.

C. CONTRACTOR’S GOVERNING BODY. Contractor agrees to provide the Harris Center with a list of the members of the Contractor’s governing body, if applicable.

D. REPRESENTATIONS

(a) Contractor represents and warrants that is it not currently an employee of the Harris Center.

(b) Contractor agrees that it shall comply with all applicable federal and state laws, rules, local ordinances and regulations including Title VI of the Civil Rights Act of 1964, Section 504 of the

Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990 (ADA) and the Age

Discrimination in Employment Act of 1967.

E. CONTRACTUAL ABEYANCE OR BAR AND DISCLOSURE. Contractor certifies that the Contractor and all subcontractors are not held in abeyance or barred from an award of federal or state contracts at the time of executing this Agreement. Contractor must notify Harris Center if

Contractor is now or later held in abeyance or barred from an award of a federal or state contract during the term of this Agreement.

SECTION 13. SUBCONTRACTS

Unless otherwise specified, Contractor must obtain the Harris Center’s written permission before subcontracting any portion of the Equipment. Except for the insurance requirements in Section

16.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Equipment, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Contractor from its obligations to the Harris Center, including, but not limited to Contractor’s insurance and indemnification obligations. No subcontract or order will bind the Harris Center.

SECTION 14. TITLE AND RISK OF LOSS

Contractor will have title to, and risk of loss of the Equipment until delivery. Contractor will be liable for any loss or damage to the Equipment and/or the materials caused by Contractor or its subcontractors, their agents or employees, and Contractor will replace or repair said Equipment or materials at its own cost to the complete satisfaction of the Harris Center. In the event that the

Harris Center has paid Contractor for all or a portion of the Equipment which remains in the possession of Contractor, then Harris Center shall have title to, and the right to take possession of, such Equipment at any time following payment therefore. Risk of loss for any Equipment which remains in the possession of Contractor shall remain with Contractor until such Equipment has been delivered or the Harris Center has taken possession thereof. Contractor will have risk of loss or damage to Contractor’s property used in the construction of the Equipment but which does not become a part of the Equipment.

SECTION 15. INDEMNIFICATION

A. Contractor shall defend, indemnify and hold the Harris Center, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Equipment or the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the Harris Center.

B. Contractor’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Harris Center, its officials, officers, employees, agents or volunteers shall be at Contractor’s own cost, expense and risk.

Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Harris

Center or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse the Harris Center and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

SECTION 16. INSURANCE

A. POLICIES, COVERAGES, AND ENDORSEMENTS

Contractor agrees to maintain, or to cause its personnel providing services under this Agreement to maintain, at its sole cost and expense or the cost and expense of his personnel, the following insurance policies, with it’s specified coverage and limits, as required by the Provider at the time of executing the agreement, to protect and insure the Provider and Contractor against any claim for damages arising in connection with Contractor’s responsibilities or the responsibilities of

Contractor's personnel under this Agreement and all extensions and amendments thereto.

The limits represent the minimum required coverage limits for this type of contract but if either

Party later determines that an increase in coverage is required, the Parties agree to provide with written notice to the other Party to request a revised Certificate of Insurance.

(a) Commercial General Liability

General Aggregate $2,000,000

Each Occurrence $1,000,000

(b) Professional Liability

General Aggregate $3,000,000

Each Occurrence $1,000,000

(c) Business Automobile Liability

Combined Single Limit Bodily Injury and $1,000,000

Property Damage

(d) Workers’ Compensation & Employers’ Liability if applicable

Medical & Indemnity Statutory Requirements

Bodily Injury by Accident $500,000 Each Accident

Bodily Injury by Disease $500,000 Each Employee

Bodily Injury by Disease $500,000 Policy Limit

(e) If Contractor is also the manufacturer of any equipment included in the Equipment, Contractor shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000.

(f) Freight. Contractor shall ensure that third party shippers contracted by Contractor have adequate insurance coverage for the shipped Equipment.

B. INSURED PARTIES

All policies excluding professional liability, employer’s liability and worker’s compensation shall contain a provision naming the Provider as Additional Insured on the original policy and all renewals or replacements during the term of this Agreement.

C. SUBROGATION

All policies must contain a Waiver of Subrogation endorsement to the effect that the issuer waives any claim or right in the nature of subrogation to recover against the Provider, its officers, agents or employees.

D. PRIMARY AND NON-CONTRIBUTORY WORDING

All policies will provide the Primary and Non-Contributory Wording. This wording will be included on the Certificate of Liability Insurance.

E. PROOF OF INSURANCE

The policies, coverage and endorsements required by this provision shall be shown on a Certificate of Insurance on which the Provider must be listed as an Additional Insured Party (excluding professional liability or employer’s liability) and the Certificate Holder and which should be furnished to the Provider prior to the commencement of this Agreement. All such insurance shall be secured and maintained with an insurance Provider, or companies, licensed to do business in the State of Texas. The Provider may withhold payments under the terms of this Agreement until the Contractor furnishes the Provider copies of all Certificates of Insurance from the insurance carrier, or carriers, showing that such insurance is in full force and effect.

F. CANCELLATION

New Certificates of Insurance shall be furnished to the Provider at the renewal date of all policies named on these Certificates. Contractor shall give the Provider thirty (30) days prior written notice of any proposed cancellation of any of the above described insurance policies.

SECTION 17. LIENS.

A. Contractor, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Equipment, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement

(such liens or claims referred to as “Claims”); and Contractor, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Contractor, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant.

B. Contractor will save and hold the Harris Center harmless from and against any and all

Claims that may be filed by a subcontractor, supplier or any other person or entity and Contractor will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims.

SECTION 18. RECORDS, CONFIDENTIALITY AND ACCESS

A. DISCLOSURE UNDER THE PUBLIC INFORMATION ACT

The Harris Center is an Agency of the State and a unit of government and is subject to the Texas

Open Record Act, Chapter 552 of the Texas Government Code. The Harris Center operating under the Public Information Act is required upon written request to release information regarding

Contractor which may include Contractor information or other documents. Information deemed confidential and proprietary by Contractor must be clearly indicated as such and may still be subject to disclosure depending on a ruling from the Texas Attorney General’s Office. Contractor shall be solely responsible for the contesting or defending the release of any information it deems to be proprietary and hereby releases the Harris Center from any duty, responsibility, or liability with regard to the release of any information delivered to the Harris Center by Contractor.

B. RECIPTS, RECORD AND AUDIT PROVISION

Contractor shall maintain on a current basis complete books and records relating to this Agreement.

Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Agreement. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least seven years from the termination of this Agreement or until any audits, in progress at the end of the seven

(7) year period, are complete, whichever is later. Contractor agrees to provide the Provider, upon request, with original receipts for the purchase of all goods and services involving the use of

Provider funds as well as any other financial and/or supporting documents or statistical records and/or permit Provider to audit all books, accounts or records relating to this Agreement or all books, accounts or records of any business entities controlled by Contractor who participated in this Agreement in any way. Any audit may be conducted on Contractor’s premises or, at the option of Provider, Contractor shall provide all books and records within a maximum of five [5] days upon receipt of written notice from Provider. Contractor shall refund to Provider any moneys erroneously charged.

C. CONFIDENTIALITY OF RECORDS OF INDIVIDUALS SERVED BY THIS

AGREEMENT

Contractor agrees to comply with all applicable State Confidentiality laws, Health Insurance

Portability and Accountability Act regulations including the Business Associate Attachment

(Exhibit), if applicable to services provided, incorporated by reference to this Agreement in accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Security and Privacy Rule (45 CFR Parts 160 and 164) and HITECH ACT and Public Law 111-

005.

D. STATE AUDIT

In compliance with Section 2262.003, Texas Government Code, as amended by House Bill 905 of the 79th Regular Session of the Texas Legislature, effective on June 18, 2005, and hereinafter amended; Provider and the Contractor do hereby agree that:

(i) The Comptroller’s office may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract;

(b) Acceptance of funds directly under the contract or indirectly through a subcontract under the contract 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; and

(ii) Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the state auditor with access to any information the state auditor considers relevant to the audit or investigation.

SECTION 19. TERMINATION OF AGREEMENT BY HARRIS CENTER

A. IMMEDIATE TERMINATION. The Harris Center may terminate this Agreement immediately if:

The Harris Center does not receive the funding to pay for designated services under this Agreement from the Texas Legislature and may terminate;

(i) If the Contractor fails to provide in any manner the services required under this Agreement or otherwise fails to comply with the terms of this Agreement or violates any ordinance, regulation or other law which applies to its performance herein, the Harris Center may terminate this

Agreement by giving five (5) calendar days written notice to the Party involved.

(ii) The Harris Center has cause to believe that termination of the Agreement is in the best interests of the health and safety of the mentally disabled persons served under this Agreement, if applicable;

(iii) Contractor has become ineligible to receive the Harris Center funds;

(iv) Contractor has its Texas license or certification suspended or revoked; if applicable

(v) If the Contractor submits falsified documents or fraudulent billings, or if the Contractor makes false statements.

(vi) If the Contractor is noncompliant pursuant to rules, regulations, laws, licensing, Professional Standards, Insurance and/or Financial requirements of this Agreement.

B. TERMINATION UPON DEFAULT. Either Party may terminate this Agreement after sixty (60) days written notice if the other Party is in default of any of the provisions herein and/or any of the provisions in the bid forms or specifications, which are attached hereto and incorporated herein by reference as if set out in full. Such termination shall be ineffective if within said sixty

(60) day period Contractor cures such default to the satisfaction of the Provider. The Provider at its sole discretion may extend the period to cure the default for a reasonable time if the Provider determines that the Contractor has initiated action to cure the default within the sixty (60) day period. The Provider reserves the right to suspend services provided by the Contractor and payment for services not authorized during the sixty (60) day cure period, if at the Provider’s sole discretion it is determined that suspension is in the best interest of the Provider and/or its consumers.

D. TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated by the mutual consent of both Parties after thirty (30) days written notice to the other Party.

E. TERMINATION DUE TO BREACH OF CONFIDENTIALITY STATE AND

FEDERAL RULES AND LAWS. The Harris Center shall have the right to terminate this

Agreement in the event that it becomes aware of a material breach by Contractor of the Harris

Center’s Privacy Policy, Procedures, and/or Practices or becomes aware that Contractor has violated a material provision of the HIPAA Privacy Rule.

F. EFFECT OF TERMINATION. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Agreement. Upon termination by either Provider or Contractor, Contractor shall return all copies of data, records or other materials and deliver to the Provider all work in progress, including incomplete work.

G. Should Contractor at any time refuse or fail to deliver the Equipment with promptness and diligence, or to perform any of its other obligations under the Agreement, the Harris Center may terminate Contractor’s right to proceed with the delivery of the Equipment by written notice to

Contractor. In such event the Harris Center may obtain the Equipment by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Contractor. In such case Contractor will not be entitled to receive any further payments until the Equipment is delivered. If the Harris Center’s cost of obtaining the Equipment, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Contractor will be liable for and will pay the difference to the Harris Center.

H. The Harris Center may, for its own convenience, terminate Contractor’s right to proceed with the delivery of any portion or all of the Equipment by written notice to Contractor. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which the Harris Center may have against Contractor, and will not affect the obligations and duties of Contractor under the Agreement with respect to portions of the Equipment not terminated.

I. On receipt of notice under Section 19.B, Contractor will, with respect to the portion of the

Equipment terminated, unless the notice states otherwise,

1. Immediately discontinue such portion of the Equipment and the placing of orders for materials, facilities, and supplies in connection with the Equipment,

2. Unless otherwise directed by the Harris Center, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to the Harris Center; and

3. Deliver only such portions of the Equipment which the Harris Center deems necessary to preserve and protect those portions of the Equipment already in progress and to protect material, plant and equipment at the Equipment site or in transit to the Equipment site.

J. Upon termination pursuant to Section 19.B, Contractor will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Equipment already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that the Harris Center will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, the Harris Center will promptly pay such amount to Contractor upon delivery by Contractor of the releases of liens and affidavit, pursuant to Section 4.C.

SECTION 20. MISCELLANEOUS PROVISIONS

A. Delivery of Notices. Any required notice shall be in writing and shall be sent, postage prepaid, by certified mail, return receipt requested, to the Harris Center or Contractor at the address below. The notice shall be effective on the date of delivery indicated on the return receipt.

If to THE HARRIS CENTER: With a copy to:

Chief Executive Officer Assistant General Counsel, Contracts Dept.

The Harris Center for Mental Health and IDD The Harris Center for Mental Health and IDD

PO Box 25381 PO Box 25381

Houston, Texas 77265-5381 Houston, Texas 77265-5381

If to CONTRACTOR:

[INSERT NAME, ADDRESS & CONTACT PERSON]

B. ASSIGNMENT OR TRANSFER. Contractor shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of Harris

Center, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Contractor from the Harris Center under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the Harris Center.

C. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the successors and assigns of the Parties.

D. AMENDMENT; MODIFICATION. No supplement, modification or amendment of this

Agreement shall be binding unless executed in writing and signed by both Parties.

E. WAIVER. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

F. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, and venue shall lie in Harris County, Texas.

G. INTERPRETATION. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

H. NO THIRD-PARTY BENEFICIARIES. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

I. AUTHORITY TO ENTER AGREEMENT. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.

J. INVALIDITY; SEVERABILITY. If any portion of this Agreement is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

K. COUNTERPARTS. This Agreement may be signed in counterparts, each of which shall constitute an original.

L. THE HARRIS CENTER’S RIGHT TO EMPLOY OTHER CONTRACTORS. The

Harris Center reserves its right to employ other contractors in connection with the Equipment.

M. NONDISCRIMINATION. Party to this Agreement agrees that no person, on the basis of race, color, national origin, religion, sex, age, handicap, or political affiliation, will be excluded from participation, be denied the benefits of, or be subject to discrimination in the provision of any services hereunder. The Parties hereto agree to comply with Title VI of the Civil Rights Act of

1964, Section 504 of the Rehabilitation Act of 1973, Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, the Americans with Disabilities Act of 1990 and the Civil

Rights Act of 1991 and all amendments to each and all requirements imposed by the regulations issued pursuant to these acts.

N. BUSINESS ETHICS. During the course of pursuing contracts, and the course of contract performance, the Provider will maintain business ethics standards aimed at avoiding real or apparent impropriety, abuse, fraud, waste, or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of Contractor by Provider employees, directors, officers and agents. At any time Contractor believes there may have been a violation of this obligation or any business ethics standard, Contractor shall notify the Provider of the possible violation.

O. CHILD SUPPORT. Contractor shall certify that contractor or offeror is not more than thirty (30) days delinquent in child support payments and eligible to receive payments from state funds as required by the Texas Family Code Section 231.006. This provision also applies to a business entity in which such a person is the sole proprietor, partner, shareholder or owner with an ownership interest in at least 25%.

P. CERTIFICATION OF NON-VIOLATION. Under Texas Government Code

§2261.053, Contractor certifies that Contractor has not been convicted of violating federal law in connection with contracts relating to relief, recovery, or reconstruction as a result of Hurricane

Rita, Hurricane Katrina, or any other disaster occurring after September 24, 2005.

Q. CERTIFICATE/DISCLOSURE INTERESTED PARTIES. Effective as of January 1, 2016, as hereinafter modified pursuant to Texas Government Code §2252.908, a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested Parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or the Harris Center before the Agreement may be signed or (2) has a value of at least $1 million. This applies to any the Harris Center Agreement with a” Not to Exceed” value of $251,000 or more. Interested Party means a person who has a controlling interest in a business entity with whom the Harris Center contracts with or who actively participates in facilitating the Agreement, or negotiating the terms of the Agreement, including a broker, intermediary, advisor, or attorney for the business entity. This provision does not apply to an institution of higher education. For more information see https://www.ethics.state.tx.us/whatsnew/elf_info_form 1295.htm.

R. LOBBYING AND POLITICAL ACTIVITY. Contractor shall not use funds received under this Agreement to pay any person for influence or attempting to influence an officer or employee or any agency, federal or state, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress in connection with the awarding of any contract or grant or the extension, continuation, renewal, amendment, or modification or any contract or grant.

S. FINANCIAL INTERESTS/GIFTS.

(a) Pursuant to Texas Government Code Sections 572.051 and 2255.001 and Texas Penal Code

Section 36.09, Contractor has not given, offered to give, nor intends 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 Agreement.

(b) Pursuant to Texas Government Code Chapter 573 and Section 2254.032, if applicable, Contractor certifies that Contractor knows of no officer or employee of Provider, nor any relative within the second degree of consanguinity or affinity of an officer or employee of the Harris Center, that has a financial interest in Contractor's company or corporation. Contractor further certifies that no partner, corporation, or unincorporated association which employs, retains or contracts with, or which may employ, retain, or contract with any of the above, has a financial interest in any entity with which Contractor will be dealing on behalf of the Harris Center.

T. DECEPTIVE TRADE PRACTICE; UNFAIR BUSINESS PRACTICES. Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under the Texas Business and Commerce Code, Chapter 17, 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 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.

U. EXCLUDED PARTIES. Contractor certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224.

V. PROHIBITION AGAINST CONTRACTING WITH COMPANIES ENGAGED IN

BUSINESS WITH IRAN, SUDAN, OR FOREIGN TERRORIST ORGANIZATIONS.

In accordance with Section 2252.152 of the Texas Government Code, Provider is prohibited from entering a governmental contract (as defined in Texas Government Code Section 2252.151(3)) with a company that is identified on a list prepared and maintained under Texas Government Code

Sections 806.051, 807.051, or 2252.153. If Contractor is on the above-referenced list, the

Agreement will be considered void or voidable and Provider will not be responsible to pay

Contractor for any work performed.

W. HUMAN TRAFFICKING PROHIBITION. Pursuant to Section 2155.0061 of the Texas

Government Code, Contractor certifies that it is not ineligible to receive this Agreement and acknowledges that this Agreement may be terminated and payment withheld if Contractor's certification in this matter is inaccurate. Provider may not award a contract, including a contract for which purchasing authority is delegated to a state agency, that includes proposed financial participation by a person who, during the five-year (5) period preceding the date of the award, has been convicted of any offense related to the direct support or promotion of human trafficking.

X. COVID-19 VACCINE PASSPORT PROHIBITION. Under Section 161.0085 of the Texas

Health and Safety Code, 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.

Y. DRUG FREE WORKPLACE. Contractor shall comply with the applicable provisions of the

Drug-Free Work Place Act of 1988 (Public Law No. 100-690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and maintain a drugfree work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the

Drug-Free Work Place Act of 1988 is incorporated by reference and Contractor, Contractor's employees, and subcontractors shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.

Z. REMEDIES. All rights, powers, and remedies granted either Party by any particular term of this Agreement are in addition to, and not in limitation of, any rights, powers, or remedies which it has under any other term of this Agreement, at common law, in equity, by statute, or otherwise, and all such rights, powers, and remedies may be exercised separately or concurrently, in such order and as often as may be deemed expedient by either Party. No delay or omission by either

Party to exercise any right, power, or remedy shall impair such right, power, or remedy or be construed to be a waiver of any breach or default or an acquiescence therein. A waiver by either

Party of any breach or default thereunder shall not constitute a waiver of any subsequent breach or default.

aa. ASSIGNMENT. Contractor may not assign the contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under the contract without the prior written consent of the Harris Center, and any attempted or purported assignment, transfer or delegation thereof without such consent shall be null and void.

bb. NAME AND ORGANIZATIONAL CHANGES

(a) Contractor must provide The Harris Center with written notification of all name changes and organizational changes relating to Contractor including, but not limited to, merger, acquisition, corporate reorganization or sale no later than sixty (60) days…