Texas Pregnancy Care Network 529 16 0004 00001 (1) Redacted

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SIGNATURE DOCUMENT FOR
HEALTH AND HUMAN SERVICES COMMISSION
CONTRACT NO. 529-16-0004

I. PURPOSE

The Health and Human Services Commission (“HHSC”), an administrative agency within
the executive department of the State of Texas and having its principal office at 4900 N.
Lamar, Austin, Texas 78751 and Texas Pregnancy Care Network (“TPCN”), a Texas
registered, IRS 501(c)(3) non-profit corporation and having its principal place of business at
1101 South Capital of Texas Highway, Building K, Suite 250, Austin, Texas 78746 (each a
“Party” and collectively “the Parties”) enter into the following Contract for Alternatives to
Abortion (the “Contract”).

II. LEGAL AUTHORITY

In addition to Article 5 of the Uniform Terms and Conditions 1.5 (“UTC”), the
administration of the Contract will be in compliance with the provisions of the following
laws and regulations:

a. Chapter 531, Chapter 2155.144 Texas Government Code, as amended, and any
administrative rules adopted thereunder;
b. 1 T.A.C. Chapter 391;
c. General Appropriations Act, Senate Bill 1, 79th Legislature, Regular Session,
2005, Section 50 of the Special Provisions Relating to all Health and Human
Services Agencies; and
d. Any other pertinent provisions of federal or state law.

TPCN will be solely responsible for compliance with applicable state and federal laws,
regulations and administrative rules as set forth in Section 5.02 of the UTC, Request For
Proposal 529-16-0004 (“RFP”), and elsewhere in this Contract.

III. DURATION

The Contract is effective on June 1, 2016 or the signature date of the latter of the Parties to
sign this document, whichever occurs first, and terminates on August 31, 2017 unless
renewed, extended, or terminated pursuant to the terms and conditions of this Contract.
HHSC, in its sole discretion, may extend this Contract for an additional two (2) years and
reserves the right to extend the contract for one (1) additional year, or as necessary to
complete the mission of the procurement.

IV. CONTRACT ELEMENTS

This Contract between the Parties consists of: this Signature Document; HHSC’s Uniform
Contract Terms and Conditions 1.5 (Appendix “A”); Negotiated Modifications (Appendix
HHSC Contract No. 529-16-0004
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“B”); Alternative to Abortion Specific Terms & Conditions (Appendix C); RFP 529-16-
0004 and all attachments and addenda as clarified and modified by vendor questions and
HHSC’s response thereto (Appendix “D”); TPCN’s Business Proposal (Appendix “E”);
TPCN’s Cost Proposal (Appendix “F”); TPCN's Plan of Operation (Appendix “G”)
TPCN's Budget Pages (Appendix “H”), including all attachments; HHSC Reporting
Format (Appendix “I”); and Federal Funding Accountability and Transparency Act
(Appendix "J"). This Contract constitutes the entire agreement between the Parties with
respect to the subject matter of Request for Proposal 529-16-0004 and supersedes all prior
and contemporaneous agreements and understandings, whether written or oral, between the
Parties with respect to the subject matter of this Contract.

V. NO IMPLIED ASSUMPTIONS

The Parties acknowledge and agree that any assumptions contained in TPCN’s Proposal or
its revisions, including but not limited to, financial assumptions, general business
assumptions, assumptions concerning key performance requirements, and comments
concerning the UTC, are rejected by HHSC and will not be a part of this Contract unless and
only to the extent the Parties have expressly agreed to incorporate them as an exhibit to the
Contract and referenced in Section IV.

VI. ORDER OF ATTACHMENTS

This section supersedes Section 3.01 of the UTC. The Contract between the Parties will
consist of the following documents, which, in the event of any conflict or contradiction
between or among these documents, will control in the following order of precedence:

a. This Signature Document;
b. HHSC’s Uniform Contract Terms and Conditions 1.5 (Appendix “A”);
c. Negotiated Modifications (Appendix “B”);
d. Alternatives to Abortion Specific Terms and Conditions (Appendix “C”)
e. RFP 529-16-0004 and all attachments and addenda as clarified and modified by
vendor questions and HHSC’s response thereto (Appendix “D”);
f. TPCN’s Business Proposal (Appendix "E”);
g. TPCN’s Cost Proposal (Appendix “F”);
h. TPCN’s Plan of Operations (Appendix “G”);
i. TPCN’s Budget Pages (Appendix “H”);
j. HHSC’s Reporting Format (Appendix “I”); and
k. Federal Funding Accountability and Transparency Act (Appendix "J").

VII. SCOPE OF WORK

TPCN is expected to meet or exceed the contractual responsibilities and obligations set forth
in this Contract. TPCN understands that all areas of responsibility and all requirements
listed in this Contract are subject to performance evaluation by HHSC. TPCN’s failure to
meet its contractual responsibilities and obligations set forth in this Contract is subject to
HHSC’s application or pursuit of any or all of the remedies set forth in Article 11 of the
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UTC. Specifically, and without limitation, TPCN will perform in accordance with the
specifications contained in Sections 1.16, and 2 of the RFP, this Section VII and TPCN’s
Proposal as modified and clarified.

VIII. BUDGET AND INVOICING

The total amount of this Contract will not exceed $11,437,500 ($2,287,500 in fiscal year
2016 and $9,150,000 in fiscal year 2017). All expenditures on this Contract will be actual
costs that derive from services provided and related expenses that are eligible for
reimbursement under this Contract in accordance with federal and state laws; Code of
Federal Regulations (C.F.R.) Title 2, Subtitle A, Chapter II-Part 200; TPCN’s Budget,
Budget Narrative/Budget Justification ("Budget Pages"), and Plan of Operations. TPCN
will submit an invoice along with the Program Report to the Contract Representative
identified in Section X, in a manner acceptable to HHSC, by the twentieth day after the last
day of each month in which services were provided. Upon HHSC request, TPCN will
provide any additional information to the degree of detail necessary to resolve any review,
examination, inquiry or audit by HHSC or any other responsible authority.

If TPCN provides services under multiple contracts, it must maintain an accounting system
that separates expenditures by contract to ensure appropriate expense allocation and contract
billing (i.e. fund accounting). Payments of invoices by HHSC under this Contract will be
made in accordance with Chapter 2251 of the Texas Government Code, using the following
schedule:

Payment No. Description Due Date Amount
12.10 Project Admin, Statewide June 30, 2016 $762,500.00
Information, Outreach, Education &
Referral Programs & Services and
Client Services
12.11 Project Admin, Statewide July 31, 2016 $762,500.00
Information, Outreach, Education &
Referral Programs & Services and
Client Services
12.12 Project Admin, Statewide August 31, 2016 $762,500.00
Information, Outreach, Education &
Referral Programs & Services and
Client Services
13.1 Project Admin, Statewide September 30, 2016 $762,500.00
Information, Outreach, Education &
Referral Programs & Services and
Client Services
13.2 Project Admin, Statewide October 31, 2016 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.3 Project Admin, Statewide November 30, 2016 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
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Payment No. Description Due Date Amount
13.4 Project Admin, Statewide December 31, 2016 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.5 Project Admin, Statewide January 31, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.6 Project Admin, Statewide February 28, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.7 Project Admin, Statewide March 31, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.8 Project Admin, Statewide April 30, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.9 Project Admin, Statewide May 31, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.10 Project Admin, Statewide June 30, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.11 Project Admin, Statewide July 31, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services
13.12 Project Admin, Statewide August 31, 2017 $762,500.00
Information, Outreach, Education
& Referral Programs & Services
and Client Services

If HHSC disputes payment of an invoice for purposes of enforcing a remedy or obtaining
set-off against payments due, HHSC may limit payments in accordance with Article 9 of the
UTC. Payments are subject to the restrictions in Section 1.7.2, 2.9 and 2.10 of the RFP.
HHSC reserves the right to recoup and overpayments, improper payments, unsupportable
payments, or otherwise do not meet the requirements of the Contract. TPCN must repay
HHSC any such recoupment within the timeframe specified by HHSC or, at HHSC’s sole
option, HHSC may offset the overpayment by reducing subsequent payment(s) to TPCN by
such amount.

TPCN must obtain HHSC's prior written approval for any fund transfers among approved
budget categories that will singularly or cumulatively exceed ten percent (10%) of the total
contract budget. TPCN must ensure that any budget revision is in compliance with the
terms and conditions of this Contract, is for allowable expenses only, and does not change
the scope of this Contract.
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If Federal Funding Accountability and Transparency Act (“FFATA”) requirements are
associated with the funding for this Contract, TPCN shall comply with the FFATA
requirements as prescribed by the attached Appendix J.

IX. RECORD RETENTION

TPCN shall ensure that all client files are stored in a secure location, with access limited
only to authorized employees officers, directors, subcontractors, or agents of TPCN.
TPCN will retain legible copies of this Contract and all related documents for a minimum
of seven (7) years after the termination of the contract period or seven (7) years after the
completion of any litigation or dispute involving the Contract, whichever is later.

X. CONTRACT REPRESENTATIVES

The following will act as the Representative authorized to administer activities under this
Contract on behalf of their respective Party:

HHSC
Andrea Costley
Health and Human Services Commission
909 West 45th Street
Mail Code 2010
Austin, Texas 78751
Tel: [phone]
Fax: [phone]
Email: [email protected]

TPCN
John McNamara
Texas Pregnancy Care Network
1101 South Capital of Texas Highway
Building K, Suite 250
Austin, Texas 78746
Tel: [phone]
Fax: [phone]
Email: [email protected]

All communications concerning this Contract should be in written form. However, HHSC
may provide oral notice when circumstances are such that immediate notification should be
provided, and will be deemed to have been given when the oral communication has been
delivered in person, by telephone, or otherwise to the Contract Representatives identified in
this Section provided that additional written notice is submitted within 3 business days
thereafter. Written Notice will be deemed to have been given:

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a. Upon the expiration of three (3) business days after the date of mailing if sent by
registered or certified U.S. mail, postage prepaid, with return receipt requested;
b. When transmitted if sent by facsimile, provided a confirmation of transmission is
produced by the sending machine; or
c. When delivered if delivered personally or sent by express courier service.

Routine communications, or those that are administrative in nature, should be sent to the
Contract Representatives identified in this Section. All other contract notices will be sent to
the other Party at its address set forth in Section XI.
XI. LEGAL NOTICES

Any legal notice required under this Contract shall be deemed delivered when deposited in
the United States mail, postage paid, certified, return receipt requested; or with a common
carrier, overnight, signature required, to the appropriate address below:

HHSC
Chris Traylor
Executive Commissioner
Health & Human Services Commission
P.O. Box 13247
Austin, Texas 78711-3247

With Required Copy to:
Karen Ray
Chief Counsel
P.O. Box 13247
Austin, Texas 78711-3247
Fax: [phone]

TPCN
John McNamara
Texas Pregnancy Care Network
1101 South Capital of Texas Highway
Building K, Suite 250
Austin, Texas 78746
Tel: [phone]
Fax: [phone]

Either Party may change the above-referenced designees or address with five days written
notice to the other Party.

XII. INCORPORATION OF DEFINITIONS

Except as specified in this Contract, the acronyms and definitions contained in the RFP
govern the use and meanings of the terms and conditions of this Contract. The Parties agree
that the acronyms and definitions contained in the RFP may, by mutual agreement, be added
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to, subtracted from, or modified from time to time as necessary to achieve the objectives and
mission of the RFP and this Contract. Except as specified in this Contract, the definitions
contained in Article 2 of the UTC govern the use and meanings of terms and conditions of
this Contract. In the event of conflict between the definitions, the conflict will be resolved
in favor of HHSC.

XIII. TERMINATION OF CONTRACT

This Contract may be terminated as provided in Section 11.03 of the UTC.

XIV. AMENDMENTS, MODIFICATIONS, AND CHANGE ORDERS

The Parties may amend this Contract by mutual written agreement. Changes in the
contracted services or deliverables must be authorized in accordance with this Section and
Article 7 of the UTC. HHSC’s Contract Representative is authorized to provide written
approval of agreed to Minor Administrative Changes to TPCN’s Proposal or the RFP that
do not alter the Contract price or term. Changes to TPCN’s Proposal or the RFP that affects
the Contract price or term must be accomplished through a formal amendment procedure in
accordance with Article 7 of the UTC. Upon approval of a Minor Administrative Change,
HHSC’s Contract Representative will provide TPCN with written notice the change has
been accepted. Both Parties must maintain copies of such notices with their contract files.

XV. NO THIRD PARTY BENEFICIARIES

No provision of this Contract confers third-party beneficiary status on a person or entity.
Nothing contained in this Contract is intended, or will be construed, to confer upon any
person or entity other than the Parties any rights, benefits or remedies of any kind or
character whatsoever, and no person or entity will be deemed a third-party beneficiary under
or by reason of this Contract.

XVI. NEUTRAL CONSIDERATION

The Parties have negotiated this Contract and all of the terms and conditions contained in
this Contract at “arms” length, and each Party has had the opportunity to be represented by
counsel during such negotiations. No term, condition, or provision contained in this
Contract will be construed against any Party, or in favor of any Party, because such Party or
such Party’s counsel drafted, revised, commented upon, or did not comment upon, such
term, condition, or provision; or because of any presumption as to any inequality of
bargaining power between or among the Parties.

XVII. FURTHER ASSURANCES

HHSC and TPCN agree that, subsequent to the execution and delivery of this Contract and
without any additional consideration, HHSC and TPCN will execute and deliver any further
legal instruments and perform any acts that are or may become reasonably necessary to
effectuate the purposes of this Contract.
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Appendix A, HHSC UTCs version 1.5.
Request for Proposals (RFP)

Alternatives to Abortion

RFP No. 529-16-0004

Appendix A

Uniform Contract Terms and Conditions
Version 1.5