Military Veteran Peer Network (MVPN) Services Contract FY The Samaritan Center for Counseling and Pastoral Care

Transcription

1 Military Veteran Peer Network (MVPN) Services Contract FY 2015 The Samaritan Center for Counseling and Pastoral Care

2 Texas Veterans Commission and The Samaritan Center for Counseling and Pastoral Care Contract for Military Veteran Peer Network (MVPN) Field Clinician Services STATE OF TEXAS COUNTY OF TRAVIS This CONTRACT is made and entered into by and between the Texas Veterans Commission (hereinafter referred to as TVC ), a Texas state agency, acting by and through its Executive Director, and The Samaritan Center for Counseling and Pastoral Care ("Samaritan Center"), having its principal place of business at 8956 Research Blvd., Bldg. 2 Austin, Texas (hereinafter referred to as CONTRACTOR ), acting by and through its Executive Director, pursuant to authority granted under TEX. GOV'T CODE, Chapter 2261 et seq. and other relevant law. I. PURPOSE 1.1 The purpose of this CONTRACT is to state the terms and conditions under which CONTRACTOR shall perform Military Veteran Peer Network (MVPN) Field Clinician Services. II. DESCRIPTION OF SERVICES 2.1 CONTRACTOR S services hereunder shall include the following: A. CONTRACTOR shall perform FIELD CLINICIAN SERVICES as set forth in TVC s Request for Proposal dated August 11, 2014, attached hereto as Exhibit A, and CONTRACTOR S Proposal (Proposal) dated August 27, 2014, and any supplementations or addenda subsequently received and accepted, attached hereto as Exhibits B and D, both of which are made a part of this CONTRACT for all purposes provided. In any conflict between the relevant terms of the Request for Proposal, CONTRACTOR S Proposal, and terms of this CONTRACT respecting Prospective Review Services, the terms of this CONTRACT shall be final and binding and the Request for Proposal shall control where it conflicts with the CONTRACTOR S Proposal. 1 P age

3 B. CONTRACTOR understands and agrees that Exhibits A, B and D are a part of this CONTRACT, as though fully set out herein, and that all obligations, conditions, tasks, products and representations set forth in said documents are required to be fulfilled by CONTRACTOR as completely and fully as are the obligations, conditions, tasks, products and representations imposed by this CONTRACT. The terms of this CONTRACT shall be final and binding and the Request for Proposal shall control where it conflicts with the CONTRACTOR S Proposal. C. CONTRACTOR shall work closely with the Executive Director or his designee and appropriate TVC personnel to fulfill the purposes of this CONTRACT. D. CONTRACTOR shall timely deliver all data, reports and documents which result from its services to TVC or its designee in the form and manner prescribed by TVC. E. It is expressly required under the terms of this CONTRACT that CONTRACTOR, any subcontractor, and/or any third party to which the CONTRACTOR delegates a function, shall comply with any data reporting requirements of law. F. CONTRACTOR shall provide TVC, at no additional cost to TVC, as required by TVC and in a form usable for audit purposes, the data necessary for TVC to comply with reporting requirements related to any services provided under the CONTRACT. G. CONTRACTOR shall provide any required computer programming related to this CONTRACT at no additional cost to TVC. Computer programming requests shall be requested by TVC with specifications. CONTRACTOR shall provide an estimate of the programming hours required to complete the programming request for approval by TVC. H. Pursuant to Executive Order RP36, H.B. 2388, 79 th R.S., and TVC s continuing mission, CONTRACTOR shall implement a program that fully integrates with the State s efforts to guard taxpayers dollars and maintain the highest standards of integrity, impartiality and conduct, and that acknowledges that contractors for state services have a fiduciary responsibility to prevent, detect and report fraud. I. State agencies and institutions of higher education must procure products which comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 TAC 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If applicable, CONTRACTOR shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services 2 P age

4 Administration Buy Accessible Wizard ( Vendors not listed with the Buy Accessible Wizard or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the Buy Accessible Wizard or obtaining a copy of the VPAT is located at III. PERFORMANCE OF SERVICE 3.1 CONTRACTOR warrants and certifies that CONTRACTOR and any other person designated by it to provide services hereunder has the requisite training, license and/or certification to provide services herein. 3.2 CONTRACTOR shall retain a minimum and sufficient number of skilled staff to perform all services contemplated herein and shall notify TVC within five (5) business days of any changes in staff affecting the provision of said services. TVC expressly reserves the right to require CONTRACTOR to hire or assign additional staff at CONTRACTOR S sole expense if CONTRACTOR fails to meet the performance measures established herein. 3.3 Subject to any external confidentiality requirements of law or contract, CONTRACTOR shall notify TVC within five (5) business days should CONTRACTOR offer itself for sale or engage in negotiations with any party that has made any offer or proposal to CONTRACTOR for the acquisition of CONTRACTOR. 3.4 CONTRACTOR is required to interact with other vendors that are or will be providing services to TVC. 3.5 CONTRACTOR shall timely perform all services contemplated by the CONTRACT according to law. 3.6 Additional operational procedures and performance measures may be established by separate written mutual agreement(s) during any term of this CONTRACT. In the event such an agreement is produced it shall be incorporated as a part of this CONTRACT, as though fully set out herein, and all obligations, conditions, tasks, products and representations set forth in said document(s) will be required to be fulfilled by CONTRACTOR and/or TVC as completely and fully as are the obligations, conditions, tasks, products and representations imposed by this CONTRACT. 3.7 The CONTRACTOR is under a duty to cooperate with TVC if any refund, audit or information is requested by TVC. All services shall be performed to TVC s reasonable satisfaction, and TVC shall not be liable for any payment under this CONTRACT for services which are reasonably deemed by TVC to be unsatisfactory and/or which have not been approved by TVC. Any final payment due hereunder will not be paid until all reports, data and documents have been received and approved by TVC in both form and substance, including Historically 3 P age

5 Underutilized Business (HUB) plans and HUB-related reports if and as required under Texas Government Code, Chapter 2161, and applicable rules. 3.8 Contractor covenants and agrees, as required by Section , Texas Government Code, that in performing the work and its other duties and obligations under this Agreement, the CONTRACTOR shall purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas. IV. SUBCONTRACTING 4.1 Except as otherwise provided herein, none of the work or services covered by this CONTRACT shall be subcontracted without TVC s prior written approval. Any work or services approved for subcontracting hereunder shall be subcontracted only by written contract or agreement, a full and complete copy thereof provided to TVC, and shall be subject by its terms to each and every provision of this CONTRACT. CONTRACTOR shall add no fees, charges or premiums in any amount in addition to the actual cost to CONTRACTOR for any subcontractors services. Compliance by subcontractors with this CONTRACT shall be CONTRACTOR S responsibility. 4.2 Notwithstanding any TVC written approval to subcontract, TVC shall not be obligated to any third party, including any subcontractor of CONTRACTOR, for performance of work or services, nor shall TVC funds be used for payment of work or services performed prior to the date of CONTRACT execution or after the expiration date of this CONTRACT. 4.3 Any contract related to the operations of CONTRACTOR under this CONTRACT with a provider or third party must comply with all applicable statutory and regulatory requirements under federal and state law. V. TERM 5.1 The initial term of this CONTRACT begins October 1, 2014, and expires August 31, The initial term may or may not be a full Fiscal Year period. At the option of TVC, a resulting CONTRACT may be renewed for an additional period not to exceed three (3) years, subject to available funding by the Legislature and approval by the TVC Commissioners, beginning with the first full Fiscal Year after the expiration of the initial term. 5.2 TVC may require continued performance, beyond the initial or renewal term, of any of the specified services. This option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed one hundred eighty (180) calendar days. Such extension of services shall be subject to all specifications and terms and conditions, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. TVC may exercise this option upon thirty (30) calendar 4 P age

6 days written notice to CONTRACTOR. 5.3 If changes in law or formal CONTRACT amendment result in substantial additional costs to CONTRACTOR to provide CONTRACT services, CONTRACTOR and TVC may renegotiate. CONTRACTOR and/or TVC shall have the right to terminate the CONTRACT in the absence of a mutually acceptable agreement at the end of any initial or renewal term, subject to all duties and obligations as set forth in Section XV, herein. VI. PAYMENT FOR SERVICES 6.1 In consideration of the services to be performed by CONTRACTOR, as stated herein in Exhibits B and D, TVC shall pay to CONTRACTOR: Total payments for services and expenses under this CONTRACT may not exceed $346, Payment of all undisputed invoices is due within 30 days receipt of invoice from CONTRACTOR. Payment of all invoices will be made in accordance with the Texas Prompt Payment Act, Texas Government Code, Chapter TVC shall not be obligated or liable under this CONTRACT to any party, other than CONTRACTOR, for payment of any monies or provision of any goods or services, except as expressly stated in this CONTRACT. 6.3 CONTRACTOR understands that acceptance of funds under this CONTRACT acts as acceptance of the authority of the State Auditor s Office, or any successor agency, to conduct an audit or investigation in connection with those funds. CONTRACTOR further agrees to cooperate fully with the State Auditor s Office or its successor in the conduct of the audit or investigation, including providing all records requested. CONTRACTOR will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through CONTRACTOR and the requirement to cooperate is included in any subcontract awards. The state auditor 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. 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. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 6.4 TVC shall have the right to withhold from amounts otherwise due CONTRACTOR under this Agreement the amount of any administrative fines and/or penalties imposed on TVC caused 5 P age

7 by or resulting from the acts, omissions of, or information supplied by CONTRACTOR, its employees, subcontractors, or agents in the performance of duties related to this Agreement. 6.5 CONTRACTOR shall reimburse TVC for any overpayments made to or caused by or resulting from the acts or omissions of CONTRACTOR, its employees, subcontractors, or agents. TVC will identify overpayments and notify CONTRACTOR in writing. CONTRACTOR shall respond in writing to any notice of overpayment within thirty (30) days after notice is given. If CONTRACTOR is unable to justify the payment, then the TVC will credit the overpayment against future service fees due CONTRACTOR. TVC will be the final arbiter on the issue of overpayments. 6.6 Pursuant to and , Texas Government Code, CONTRACTOR certifies that it is eligible to receive this CONTRACT, acknowledges that the CONTRACT may be terminated and payment withheld if this certification becomes inaccurate, and in the event CONTRACTOR is indebted to the State of Texas or delinquent in paying any taxes owed the State of Texas at the time this CONTRACT is entered into, agrees that any payment owed to CONTRACTOR under this CONTRACT shall first be applied towards the debt or delinquent taxes that CONTRACTOR owes the State of Texas until the debt or delinquent taxes are paid in full. All payments hereunder are subject to and , Texas Government Code. CONTRACTOR warrants and represents that at the time it entered into this CONTRACT, CONTRACTOR was not indebted to the State of Texas or delinquent in paying any taxes owed the State of Texas. VII. CHANGE IN SERVICES 7.1 Except when the terms of this CONTRACT expressly provide otherwise, any alterations, additions or deletions to the terms hereof shall be by amendment in writing executed by both TVC and CONTRACTOR, dated subsequent to the date hereof and shall be subject by its terms to each and every provision of this CONTRACT. Any such alterations, additions or deletions requiring any additional funding shall be contingent upon the availability of such funding and shall require formal approval by the TVC Commissioners. 7.2 TVC may, at its sole discretion and without amendment hereto, exercise the option to transfer some or all of the services described in the Request for Proposal, CONTRACTOR S Proposal, and this CONTRACT from or to the CONTRACTOR and/or to or from another contractor or vendor. 7.3 It is understood and agreed by the parties hereto that changes in local, state and/or federal rules, regulations and/or laws applicable hereto may occur during the term of this CONTRACT and that any such changes shall be automatically incorporated into this CONTRACT without written amendment hereto, and shall become a part hereof as of the effective date of the rule, regulation and/or law. CONTRACTOR expressly agrees to comply 6 P age

8 with all applicable federal, state and local rules, regulations and laws without notice by TVC. VIII. CONFIDENTIALITY 8.1 CONTRACTOR shall not disclose any information to which it is privy under this CONTRACT without the prior consent of TVC. CONTRACTOR will indemnify and hold harmless the State of Texas, its officers and employees, and TVC, its officers and employees for any claims or damages that arise from the disclosure by CONTRACTOR or its subcontractors of information held by the State of Texas. 8.2 No reports, information, project evaluations, project designs, data or any other documentation developed by, given to, prepared by, or assembled by CONTRACTOR under this CONTRACT shall be disclosed or made available to any individual or organization by CONTRACTOR without the express prior written approval of TVC s General Counsel. 8.3 CONTRACTOR shall establish methods to secure the confidentiality of records and information that CONTRACTOR may have access to in accordance with the applicable federal, state and local rules, regulations and laws. CONTRACTOR shall certify that all data shall be held confidential and that appropriate means of detection and protection have been implemented and will be routinely tested. Any breach of security must be reported to TVC immediately. In the event of a data breach with respect to sensitive personal information that is processed or maintained by TVC, CONTRACTOR may be required to provide credit protection services including notification, data mining, fraud alerts, data breach analysis, credit monitoring, identity theft insurance, and other applicable services. This provision shall not be construed as limiting right of access of TVC or its authorized representative(s) to records or other information under this CONTRACT. 8.4 Notwithstanding any provisions of this CONTRACT to the contrary, CONTRACTOR understands that TVC will comply with the Texas Public Information Act, Texas Government Code, Chapter 552, as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. TVC agrees to notify CONTRACTOR in writing within a reasonable time from receipt of a request for information related to CONTRACTOR s work under this CONTRACT. CONTRACTOR will cooperate with TVC in the production of documents responsive to the request. TVC will make a determination whether to submit a Public Information Act opinion request to the Attorney General. CONTRACTOR will notify TVC s General Counsel within twenty-four (24) hours of receipt of any third party requests for information that was provided by the State of Texas for use in performing the CONTRACT. This CONTRACT and certain data and other information generated or otherwise obtained in its performance may be subject to the Texas Public Information Act unless otherwise excepted by law. CONTRACTOR agrees to maintain the confidentiality of information received from the State of Texas, including information which discloses confidential personal information, particularly, but not limited to, social security numbers. 7 P age

9 IX. OWNERSHIP OF DOCUMENTS 9.1 All reports, information and other data given to, prepared or assembled by CONTRACTOR under this CONTRACT, and any other pertinent and related documents or items, including but not limited to electronic data, shall become the sole property of TVC and shall be delivered at no cost to TVC, or its designee, upon request or termination of this CONTRACT without restriction on future use. CONTRACTOR may make copies of any and all documents for its files, at CONTRACTOR S sole cost and expense. 9.2 Nothing in this CONTRACT shall be deemed to affect CONTRACTOR S existing ownership rights in existing inventions, copyrights, trade secrets and/or other intellectual property. X. CONTRACTOR S LIABILITY 10.1 Approval of TVC shall not constitute nor be deemed a release of the responsibility and/or liability of CONTRACTOR, its employees, subcontractors, agents, assigns or associates for the accuracy and competency of their designs, reports, information, and other documents or services, nor shall approval be deemed to be the assumption of such responsibility by TVC for any defect, error or omission in the documents prepared by CONTRACTOR, its employees, subcontractors, agents, assigns or associates. XI. INSURANCE REQUIREMENTS 11.1 Prior to the commencement of any work under this CONTRACT, CONTRACTOR shall furnish an original completed Certificate(s) of Insurance to the TVC Executive Director, which shall be completed by an agent authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. The original certificate(s) shall have the agent s original or verified electronic signature, including the signer s company affiliation, title and phone number, or said information supplemented contemporaneously, and be mailed directly from the agent to TVC. TVC shall have no duty to pay or perform under this CONTRACT until such certificate shall have been delivered to TVC s Executive Director and no officer or employee, other than TVC s Executive Director, shall have authority to waive this requirement TVC reserves the right to review the insurance requirements of this section during the effective period of this CONTRACT and any extension or renewal hereof and to modify required insurance coverage and their limits when deemed necessary and prudent by TVC s Executive Director based upon changes in state, federal and/or local rules, regulations, statutory law, court decisions or circumstances surrounding this CONTRACT, but in no instance will TVC allow modification whereupon TVC may incur increased risk Subject to CONTRACTOR S right to maintain reasonable deductibles in such amounts as are 8 P age

10 approved by TVC, CONTRACTOR shall obtain and maintain in full force and effect for the duration of this CONTRACT, and any extension hereof, at CONTRACTOR S sole expense, insurance coverage written by companies authorized and admitted to do business in the State of Texas and rated A- or better by A.M. Best Company and/or otherwise acceptable to TVC, in the following types and amounts: A. Workers Compensation with statutory limits; Employers Liability with minimum limits for bodily injury: a) by accident, $1,000,000 per each accident and b) by disease, $1,000,000 per employee with a per policy aggregate of $1,000,000. B. Business Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with a minimum combined bodily injury (including death) and property damage limit of $1,000,000 per occurrence. Such insurance shall include coverage for loading and unloading hazards. C. Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000 per occurrence, $2,000,000 products/completed operations aggregate and $2,000,000 general aggregate and to include Medical expense of each person of $5,000. D. If Medical Provider, Professional Liability (Medical Malpractice) with a minimum combined bodily injury (including death) and property damage limit of $1,000,000 per occurrence and $2,000,000 annual aggregate applicable to each employed health professional. Coverage shall include but not be limited to medical malpractice, consulting errors & omissions, managed care and non-medical duties. E. If Contractor is a licensed or certified person who renders professional services, then Professional Liability (including Errors and Omissions) including coverage for the rendering of, or failure to render, professional services with minimum limits of $500,000 per occurrence, $1,000,000 annual aggregate. Note: If the insurance described above in D. or E. is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than sixty (60) months for a Medical Provider and twenty-four (24) months for all other Professionals following completion of the CONTRACT. Coverage, including any renewals, shall have the same retroactive date as the original policy applicable to this CONTRACT CONTRACTOR agrees that with respect to the above-required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, the following required provisions: 9 P age

11 A. Excepting Professional Liability policies, name TVC and its officers, employees and elected representatives as additional insured to all applicable policies. TVC shall be named as an additional insured by using endorsement CG2026 or broader on the General Liability policy; B. State that coverage shall not be canceled, non-renewed or materially changed except after sixty (60) days written notice by certified mail to: Texas Veterans Commission, Attention: Executive Director, P.O. Box 12277, Austin, Texas ; C. Excepting Professional Liability policies, waive subrogation against TVC, its officers and employees, for bodily injury (including death), property damage or any other loss; D. On all policies in which such designation is available, provide that the CONTRACTOR S insurance is primary insurance in respect to TVC, its officers, employees and elected representatives, or, as applicable, provide that self-insurance shall not be considered insurance for the purposes of any Other Insurance clause in any relevant policies; E. Provide that all provisions of this CONTRACT concerning liability, duty and standard of care, together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies; F. Ensure that all certificates of insurance identify the service or product being provided and the name of the responsible party. CONTRACTOR agrees that with respect to the above-required insurance, all insurance contracts and Certificate(s) of Insurance will contain the required provisions TVC shall be entitled, upon request and without expense, to review copies of the policies and all endorsements thereto, and CONTRACTOR shall make the same available for inspection at the CONTRACTOR S local office, as they apply to coverage and limits required by TVC, and may make a reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Upon such request by TVC, the CONTRACTOR shall exercise reasonable efforts to accomplish such available and commercially reasonable changes in policy coverage, and shall pay the cost thereof SUBCONTRACTOR A. The CONTRACTOR shall require each Subcontractor performing work under the CONTRACT, at the Subcontractor s own expense, to maintain during the term of the 10 P age

12 CONTRACT, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above in Section C. As an alternative, the CONTRACTOR may include its Subcontractors as additional insurers on its own coverage as prescribed under these requirements. The CONTRACTOR S certificate of insurance shall note in such event that the Subcontractors are included as additional insured and that CONTRACTOR agrees to provide Workers Compensation for the Subcontractors and their employees. B. The CONTRACTOR shall obtain and monitor the applicable certificates of insurance from each subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the CONTRACT and shall have the responsibility of enforcing these insurance requirements among its subcontractors. TVC shall be entitled, upon request and without expense, to receive copies of these certificates Approval, disapproval or failure to act by TVC regarding any insurance supplied by the CONTRACTOR or its subcontractors shall not relieve the CONTRACTOR of full responsibility or liability for damages and accidents as set forth in the CONTRACT documents. Neither shall the bankruptcy, insolvency nor denial of liability by the insurance company exonerate the CONTRACTOR from liability If CONTRACTOR fails to maintain the aforementioned insurance, or fails to secure and maintain the aforementioned endorsements, TVC may, at its sole discretion, obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the CONTRACT; however, procuring of said insurance by TVC is an alternative to other remedies TVC may have, and is not the exclusive remedy for failure of CONTRACTOR to maintain said insurance or secure such endorsements. In addition to any other remedies TVC may have upon CONTRACTOR S failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, TVC shall have the right to order CONTRACTOR to suspend work hereunder, and/or withhold any payment(s) which become due to CONTRACTOR hereunder, until CONTRACTOR demonstrates compliance with the requirements hereof Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible and/or liable for payments of damages to persons or property resulting from CONTRACTOR S or its subcontractors performance of the work covered under this agreement. XII. INDEMNITY 12.1 Acts or Omissions: CONTRACTOR shall indemnify and hold harmless the State of Texas and TVC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, 11 P age

13 DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the CONTRACTOR or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE TVC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM Infringements: CONTRACTOR shall indemnify and hold harmless the State of Texas and TVC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT. CONTRACTOR AND THE TVC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL CONTRACTOR shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without CONTRACTOR s written approval, (iii) any modifications made to the product by the CONTRACTOR pursuant to TVC s specific instructions, (iv) any intellectual property right owned by or licensed to TVC, or (v) any use of the product or service by TVC that is not in conformity with the terms of any applicable license agreement If CONTRACTOR becomes aware of an actual or potential claim, or TVC provides CONTRACTOR with notice of an actual or potential claim, CONTRACTOR may (or in the case of an injunction against TVC, shall), at CONTRACTOR s sole option and expense; (i) procure for the TVC the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TVC s use is non-infringing Taxes/Workers Compensation/Unemployment Insurance Including Indemnity CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR S AND CONTRACTOR'S EMPLOYEES TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES 12 P age

14 TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE TVC AND/OR THE STATE SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS TVC, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE TVC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. XIII. INDEPENDENT CONTRACTOR 13.1 It is expressly understood and agreed that CONTRACTOR is and shall be deemed to be an independent contractor, responsible for its respective acts or omissions, and that TVC shall in no way be responsible therefore, and that neither party hereto has authority to bind the other or to hold out to third parties that it has the authority to bind the other. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party, as creating the relationship of employer-employee, principal-agent, partnership, joint venture or any other similar such relationship, between the parties hereto. XIV. RIGHT OF REVIEW AND AUDIT 14.1 CONTRACTOR and its authorized subcontractors, if any, shall properly, accurately and completely maintain all books, documents, papers, accounting records and other evidence pertaining to this CONTRACT and after a 30 day notice by TVC shall timely make such materials available at their respective offices as often as TVC may deem necessary during the CONTRACT period and any extension or renewal hereof for the purpose of accounting and audit inspections by TVC and any of its authorized representatives to audit, examine and make excerpts and/or copies of same CONTRACTOR understands that acceptance of funds under this CONTRACT acts as acceptance of the authority of the State Auditor s Office, TVC or any successor agency, to 13 P age

15 conduct an audit or investigation in connection with those funds. CONTRACTOR further agrees to cooperate fully with the above parties in the conduct of the audit or investigation, including providing all records requested. CONTRACTOR shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the CONTRACTOR and the requirement to cooperate is included in any subcontract it awards CONTRACTOR shall maintain and retain supporting fiscal documents adequate to ensure that claims for CONTRACT funds are in accordance with applicable TVC and State of Texas requirements. CONTRACTOR shall maintain all such documents and other records relating to this CONTRACT and the State s property for a period of four (4) years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. For purposes of this Section, the State s property includes, but is not limited to, Work as defined in the RFP. CONTRACTOR shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all information related to the State s property, such as work papers, reports, books, data, files, software, records, and other supporting documents pertaining to this CONTRACT, for purposes of inspecting, monitoring, auditing, or evaluating by TVC, the State of Texas or their authorized representatives. CONTRACTOR shall cooperate with auditors and other authorized TVC and State of Texas representatives and shall provide them with prompt access to all of such State s property as requested by TVC or the State of Texas By example and not as an exclusion to other breaches or failures, CONTRACTOR s failure to comply with this Section shall constitute a material breach of this CONTRACT and shall authorize TVC to immediately assess liquidated damages for such failure. TVC may require, at CONTRACTOR s sole cost and expense, independent audits by a qualified certified public accounting firm of CONTRACTOR s books and records or the State s property. The independent auditor shall provide TVC with a copy of such audit at the same time it is provided to CONTRACTOR. TVC retains the right to issue a request for proposals for the services of an independent certified public accounting firm under this CONTRACT. XV. TERMINATION 15.1 For purposes of this CONTRACT, termination of this CONTRACT shall mean termination by expiration of the CONTRACT term or earlier termination pursuant to any of the provisions herein GENERAL TERMINATION: This CONTRACT may be canceled by either party upon written notice, provided such notice specifies an effective date for cancellation of not less than one hundred eighty (180) calendar days from the date such notice is received. However, this CONTRACT is subject to cancellation, without penalty, or notice, either in whole or in part by TVC, if funds are not appropriated by the Texas Legislature or federal government. In the event of termination hereunder, all files and data shall be the property of TVC and, at TVC s request, will be delivered at no additional cost to TVC or its designee on or before the 14 P age

16 effective date of cancellation. Any TVC funds held in any escrow account(s) shall be returned to TVC within thirty (30) calendar days after the effective cancellation date CONTRACTOR may continue to receive service responsibilities until close of business on the effective date of termination. CONTRACTOR shall complete all service responsibilities before the legally established deadline for timely processing or fifteen (15) calendar days after the termination date of the CONTRACT. Subject to Sections III, VI and XII, TVC shall remain liable to pay for services under this CONTRACT for all work received by CONTRACTOR on or before the effective date of termination that is completed within the timeframe established by this section. In the event all services are not completed timely pursuant to this section, CONTRACTOR shall remain liable for performance at no additional cost to TVC, or, at TVC s option, reimburse TVC for processing costs of another contractor or vendor which actually fulfills the service responsibilities TERMINATION FOR CAUSE: In addition to any other provision of this CONTRACT, TVC may terminate this CONTRACT immediately for any of the following: A. Neglect or failure by CONTRACTOR to perform or observe any of the terms, conditions, covenants or guarantees of this CONTRACT or of any amendment between TVC and CONTRACTOR; B. Material breach of CONTRACT by the CONTRACTOR; C. Determination by TVC that the information provided by the CONTRACTOR in Proposer Affirmation Statement is inaccurate or false; D. Violation by CONTRACTOR of any rule, regulation or law to which CONTRACTOR is bound or shall be bound under the terms of this CONTRACT; E. Exercise of TVC s option to transfer all services contemplated under this CONTRACT from CONTRACTOR to another vendor pursuant to Section Upon a decision to terminate by TVC, written notice of the decision shall be provided to CONTRACTOR specifying the effective date of termination and the extent to which performance of work under this CONTRACT will be terminated Upon request or notice to terminate, all finished or unfinished documents, data, studies, surveys, charts, drawings, models, designs, plans, schedules or appended documentation to any proposal or contract, prepared by TVC or on behalf of CONTRACTOR under this CONTRACT shall, at the option of TVC, and in accordance hereof, become the property of TVC and shall, if requested or agreed to by TVC, be delivered by CONTRACTOR to TVC or its designated recipient in a timely and expeditious manner, at CONTRACTOR S sole cost and expense. 15 P age

17 15.7 Within thirty (30) days of the effective date of termination (unless an extension is authorized in writing by TVC), CONTRACTOR shall submit to TVC its claim, in detail, for the monies owed by TVC for services performed under this CONTRACT through the effective date of termination. In no event shall cancellation by TVC as provided for under provisions herein give rise to any liability on the part of TVC including, but not limited to, any claims of CONTRACTOR for compensation for anticipated profits, unabsorbed overhead, or interest on borrowing. In such an event, TVC s sole obligation under this CONTRACT will be to pay CONTRACTOR for services actually received by TVC prior to the date of cancellation. Such payment may not exceed the maximum amount, if any, set out in Section VI herein. XVI. CONFLICT OF INTEREST 16.1 CONTRACTOR represents and warrants that CONTRACTOR has no actual or potential conflicts of interest in providing services to the State of Texas under this CONTRACT and that CONTRACTOR s provision of services under this CONTRACT would not reasonably create an appearance of impropriety. XVII. NOTICE 17.1 Any notice required, or permitted to be given under this CONTRACT shall be sufficient if given in writing and sent by certified mail, return receipt requested, postage prepaid to TVC or to CONTRACTOR at the addresses set forth below or to any other address of which written notice of change is given: TVC CONTRACTOR Texas Veterans Commission Samaritan Center Attn: Executive Director Attn: Executive Director P.O. Box Research Blvd., Bldg. 2 Austin, Texas Austin, Texas XVIII. CAPTIONS 18.1 The captions to the various clauses of this CONTRACT are for information purposes only and shall not alter the substance of the terms and conditions of this CONTRACT. XIX. SUCCESSORS AND ASSIGNS 19.1 This CONTRACT shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and their assigns, except as otherwise expressly provided for herein. XX. DISPUTE RESOLUTION 16 P age

18 20.1 Contract Disputes. Dispute resolution provided for in Chapter 2260, Texas Government Code, shall be used by TVC and CONTRACTOR to attempt to resolve all disputes arising under this CONTRACT Venue and Governing Law. Venue of any court action brought directly or indirectly by reason of this CONTRACT shall be in Travis County, Texas. This CONTRACT is made and is to be performed in Travis County, Texas, and is governed by the laws of the State of Texas. XXI. ENTIRE AGREEMENT 21.1 This CONTRACT, including the Exhibits set forth in Section XXIX, embodies the final and entire agreement of the parties hereto, superseding all oral or written agreements, previous and/or contemporaneous, between the parties and relating to matters in this CONTRACT. No other agreements, oral or otherwise, regarding the matters of this CONTRACT shall be deemed to exist or to bind the parties hereto unless same be in writing, dated subsequent to the date hereof, and executed by the parties hereto. XXII. LEGAL AUTHORITY 22.1 The signer of this CONTRACT for CONTRACTOR represents, warrants, assures and guarantees that he or she has full legal authority to execute this CONTRACT on behalf of CONTRACTOR and to bind CONTRACTOR to all the terms, conditions, provisions and obligations herein contained In accordance with Texas Family Code (Vernon Supp. 2004), CONTRACTOR certifies that it is eligible to receive payments in connection with this CONTRACT, and acknowledges that, in addition to other remedies available to TVC, this CONTRACT may be terminated immediately and any such payments withheld if this certification becomes inaccurate. CONTRACTOR must attach to this CONTRACT as Exhibit C which is incorporated herein by reference for all purposes as if restated in full, a statement certifying that it is eligible to receive payments referred to above. Such certification must include a list of the names and Social Security Numbers or taxpayer identification numbers of each person, if any, with at least 25% ownership of CONTRACTOR, and must also certify that each person listed is eligible to receive any such payment. XXIII. APPLICABLE LAWS 23.1 The CONTRACTOR will comply with all applicable laws, statutes, and regulations in its performance of the duties of this CONTRACT. XXIV. SEVERABILITY 17 P age

19 24.1 If any clause or provision of this CONTRACT is held invalid, illegal or unenforceable under present or future federal, state or local laws, then, and in that event, it is the intention of the parties hereto that such invalidity, illegality or unenforceability shall not affect any other clause or provision hereof and that the remainder of this CONTRACT shall be construed as if such invalid, illegal or unenforceable clause or provision was never contained herein. It is also the intention of the parties hereto that in lieu of each clause or provision of this CONTRACT that is invalid, illegal or unenforceable, there be added as part of the CONTRACT, a clause or provision as similar in terms to such invalid, illegal or unenforceable clause or provision as may be possible, legal, valid and enforceable. XXV. STRICT COMPLIANCE 25.1 Time is of the essence in the performance of this CONTRACT. CONTRACTOR shall strictly comply with all of the deadlines, requirements, and Standards of Performance for this CONTRACT. XXVI. LIMITATION ON AUTHORITY 26.1 CONTRACTOR shall have no authority to act for or on behalf of TVC or the State of Texas except as expressly provided for in this CONTRACT; no other authority, power or use is granted or implied. CONTRACTOR may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or TVC. XXVII. REPRESENTATIONS AND WARRANTIES 27.1 Equal Opportunity. CONTRACTOR represents and warrants that it shall not discriminate against any person on the basis of race, color, national origin, creed, religion, political belief, sex, sexual orientation, age, and disability in the performance of this CONTRACT Financial Interests; Gifts. CONTRACTOR represents and warrants that neither CONTRACTOR nor any person or entity that will participate financially in this CONTRACT has received compensation from TVC or any agency of the State of Texas for participation in preparation of specifications for this CONTRACT. CONTRACTOR represents and warrants that it has not given, offered to give, and does not intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to any public servant or employee in connection with this CONTRACT DTPA/UBP. CONTRACTOR represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Tex. Bus. & Com. 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 of allegations of Deceptive Trade Practices violations or 18 P age

20 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 Antitrust. CONTRACTOR represents and warrants that neither CONTRACTOR nor any firm, corporation, partnership, or institution represented by CONTRACTOR, or anyone acting for such firm, corporation or institution has (1) violated the antitrust laws of the State of Texas under Tex. Bus. & Com. Code, Chapter 15, or the federal antitrust laws; or (2) communicated directly or indirectly through the Proposal to any competitor or any other person engaged in such line of business during the procurement process for this CONTRACT Felony Conviction. CONTRACTOR represents and warrants that CONTRACTOR has not and CONTRACTOR s employees have not been convicted of a felony criminal offense, or that, if such a conviction has occurred, CONTRACTOR has fully advised TVC as to the facts and circumstances surrounding the conviction. XXVIII. BUSINESS CONTINUITY 28.1 CONTRACTOR warrants and represents that it has a tested and proven written disaster recovery plan in place that provides for the recovery of CONTRACTOR's electronic data and data processing equipment which assures that the data processing system will be operational within ten (10) days of a natural disaster, or any other business interruption, whether natural or otherwise CONTRACTOR shall exercise reasonable care and prudence to provide appropriate security measures for the purpose of preventing the transmission of viruses, worms, spyware, Trojan horses, or any other malware and for protecting state employee participants and TVC s information, confidential or otherwise, and for protecting state employee participants and TVC from losses caused by the alteration, damage or erasure of electronic data related to this CONTRACT. XXIX. EXHIBITS 29.1 The following is a listing of the Exhibits to this CONTRACT: Exhibit A: Texas Veterans Commission Request for Proposal; Exhibit B: Written Proposal, Supplements and Addenda submitted by CONTRACTOR during RFP process; Exhibit C: Texas Family Code Compliance Certificate; and Exhibit D: Revised FY2015 MVPN Budget (Addendum to CONTRACTOR S Proposal supersedes budget in Exhibit B). 19 P age