Loading...
HomeMy WebLinkAboutContract 53782 DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 CITY SECRETARY CONTRACT NO. 5319 d EMERGENCY BOOKING AND RENTAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ESA P PORTFOLIO OPERATING LESSEE LLC DBA EXTENDED STAY AMERICA MEDICAL CENTER This EMERGENCY BOOKING AND RENTAL AGREEMENT (the "Agreement") is made and entered into by and between ESA P PORTFOLIO OPERATING LESSEE LLC DBA EXTENDED STAY AMERICA MEDICAL CENTER, a Texas limited liability company(the"Hotel")and the CITY OF FORT WORTH ("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative. WHEREAS, due to the COVID-19 outbreak,the City has declared a State of Emergency and has determined that extraordinary and immediate measures must be taken in order to ensure the health and safety of the citizens of the City of Fort Worth; and WHEREAS, in accordance with guidance issued by the U.S. Centers for Disease Control and Prevention, the Texas Department of Health and Human Services, and Tarrant County Public Health, the City has issued a social distancing protocol and prohibited large gatherings; and WHEREAS, in order to achieve its social distancing protocol and to minimize the spread of COVID-19, the City requires additional space and hotel rooms for those who may be impacted by the outbreak; and WHEREAS,Hotel and City wish to set out the mutually agreeable terms for the booking and rental of hotel rooms and to provide for payment by the City to Hotel for the use and occupancy of such rooms; NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, City and Hotel hereby agree as follows: SECTION 1 AGREEMENT DOCUMENTS The Agreement documents shall include the following: 1. This Emergency Booking and Rental Agreement 2. Exhibit A—Booking Rates 3. Exhibit B—COVID-19 Guest Letter 4. Exhibit C—COVID-19 Terms 5. Exhibit D—Insurance Requirements 6. Exhibit E—FEMA Mandated Contract Provisions SECTION 2 SCOPE OF AGREEMENT 2.1 Hotel shall provide hotel rooms and associated housekeeping services ("Services") to the City in accordance with the Booking Rates set forth in Exhibit A,which is attached hereto and incorporated herein for all purposes. The City makes no promise or guarantee of the total amount of rooms that will be booked under this Agreement. The City shall not be liable for any unused hotel rooms unless otherwise specified by this Agreement. • C I CIN tJF FORT WORD � '� � DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 2.2 City shall not be responsible for any incidental charges incurred by the Hotel's guests, including, but not limited to, charges for local or long distance phone calls, movie or video game rentals, or minibar or other food charges. SECTION 3 TERM OF AGREEMENT 3.1 Term. The term of this Agreement shall begin on upon execution and expire on April 30, 2020 ("Term"), unless terminated earlier in accordance with the provisions of this Agreement. The Agreement may be renewed for additional 30-day terms with the mutual written consent of the parties. SECTION 4 INVOICES AND PAYMENT 4.1 The City shall pay Hotel the fees established in Exhibit A — Booking Rates and in accordance with the provisions of this Agreement. Hotel shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional services. The City shall not be liable for any additional expenses of Hotel not specified by this Agreement. 4.2 On a weekly basis,Hotel shall submit type written or computer printed invoices to the City for each room booked pursuant to this Agreement.City agrees to pay all invoices of Hotel within thirty(30) days of receipt of such invoice. 4.3 Hotel shall submit all invoices to: City of Fort Worth Attn: Roger Venables or Jean Petr,Property Management Department 900 Monroe, Suite 400 Fort Worth TX 76102 SECTION 5 LIABILITY AND INDEMNIFICATION 5.1 HOTEL SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO,PROPERTY LOSS,PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF HOTEL, OR ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, OR PROGRAM PARTICIPANTS. HOTEL HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE AND LOSS AND PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE SERVICES PERFORMED BY HOTEL UNDER THIS AGREEMENT. 5.2 INDEMNIFICATION—HOTEL,AT ITS SOLE COST AND EXPENSE,AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,DAMAGES,LOSSES,LIENS, CAUSES OF ACTION, SUITS,JUDGMENTS AND EXPENSES(INCLUDING,BUT NOT LIMITED TO,COURT COSTS,ATTORNEYS'FEES AND DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE SERVICES PERFORMED UNDER THIS AGREEMENT BY HOTEL OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF HOTEL OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF HOTEL UNDER THIS AGREEMENT. 5.3 If any action or proceeding shall be brought by or against the City in connection with any such liability or claim, Hotel, on notice from City, shall defend such action or proceeding at Hotel's expense, by or through attorneys reasonably satisfactory to City. 5.4 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations under this Section, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified,the indemnification obligation shall continue in full force and effect. 5.5 Hotel agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages related to Services performed under this Agreement. Hotel agrees to make its officers,representatives,agents,and employees available to City,at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. SECTION 6 INSURANCE REQUIREMENTS 6.1 Contractor shall abide by the insurance requirements set forth in Exhibit D, which is attached hereto and incorporated herein for all purposes. SECTION 7 AUDIT 7.1 Hotel agrees that the City shall, until the expiration of three(3)years after the termination or expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Hotel involving transactions relating to this Agreement. Hotel agrees that the City shall have access during normal working hours to all necessary Hotel facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Hotel reasonable advance notice of intended audits. SECTION 8 TERMINATION 8.1 Termination for Convenience. This Agreement may be terminated without cause by the City upon delivery of written notice to Hotel. 8.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement,the Fort Worth City Council fails to appropriate funds sufficient for DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 the City to fulfill its obligations under this Agreement,the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of(i)ninety(90)calendar days following delivery by the City to Agreement of written notice of the City's intention to terminate or(ii)the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. SECTION 9 LICENSES AND PERMITS 9.1 Hotel shall, at its sole expense, obtain and keep in effect all licenses and pen-nits necessary for its operations. SECTION 10 NONDISCRIMINATION 10.1 Hotel shall not engage in any unlawful discrimination based on race,creed,color,national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Hotel represents and warrants that to the extent required by applicable laws,it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. SECTION 11 VENUE AND CHOICE OF LAW 11.1 Hotel and City agree that this Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted,.at law or in equity, arises on the basis of any provision of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. SECTION 12 INDEPENDENT CONTRACTOR 12.1 It is expressly understood and agreed that Hotel and its employees, representative, agents, servants,officers,contractors,subcontractors,and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Hotel shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Hotel acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Hotel and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Hotel further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Hotel.It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Hotel or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of Hotel. Neither Hotel, nor any officers, agents, servants, employees or subcontractors of Hotel shall be entitled to any employment benefits from the City. Hotel shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of employees,representative,agents,servants, officers,contractors,subcontractors,and volunteers. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 SECTION 13 GOVERNMENTAL POWERS AND IMMUNITIES 13.1 It is understood that by execution of this Agreement,the City does not waive or surrender any of its governmental powers or immunities. SECTION 14 PROHIBITION ON BOYCOTTING ISRAEL 14.1 If Hotel has fewer than 10 employees or this Agreement is for less than$100,000,this section does not apply. Hotel acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and (2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Hotel certifies that Hotel's signature provides written verification to the City that Hotel: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. SECTION 15 IMMIGRATION NATIONALITY ACT 15.1 Hotel shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Hotel shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Hotel shall adhere,to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Hotel employee who is not legally eligible to perform such services. HOTEL SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY HOTEL, HOTEL'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Hotel,shall have the right to immediately terminate this Agreement for violations of this provision by Hotel. SECTION 16 THIRD-PARTY RIGHTS AND ASSIGNMENTS 16.1 The provisions and conditions of this Agreement are solely for the benefit of the City and Hotel,and any lawful assign or successor of Hotel,and are not intended to create any rights,contractual or otherwise,to any other person or entity. 16.2 Hotel agrees that it will not subcontract or assign all or any part of its rights,privileges or duties hereunder without the prior written consent of the City,and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 17 BINDING COVENANTS 17.1 Subject to the limitations contained herein,the covenants,conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors,representatives and permitted assigns,if any. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 SECTION 18 AMENDMENTS,CAPTIONS,AND INTERPRETATION 18.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon execution of a written amendment to this Agreement executed by the Assistant City Manager and Hotel and filed with the City Secretary's Office. 18.2 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Agreement. SECTION 19 AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 19.4 By executing this Agreement, Hotel's agent affirms that he or she is authorized by Hotel or its general partner to execute this Agreement and that all representations made herein with regard to Hotel's identity, address,and legal status are true and correct. 19.2 This Agreement may be executed in several counterparts,each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. SECTION 20 SEVERABILITY AND NO WAIVER 20.1 It is agreed that in the event any covenant,condition or provision herein contained is held to be invalid by any court of competent jurisdiction,the invalidity of such covenant,condition or provision shall in no way affect any other covenant,condition or provision does not materially prejudice either Hotel or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Agreement. 20.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 21 COMPLIANCE WITH LAWS 21.1 This Agreement is subject to all applicable federal,state and local laws, ordinances,rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 21.2 If City notifies Hotel or any of its officers, agents, employees, Hotels; or subcontractors, of any violation of such laws, ordinances, rules or regulations, Hotel shall immediately desist from and correct the violation. DocuSign Envelope ID:433FA314-010D-486D-B9C0-108578D1CA89 SECTION 22 SOLE AGREEMENT 22.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Hotel, and any lawful assign and successor of Hotel, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. [signature page follows] IJ " QD1lo.�lcuSigneW by; 8C18AC48�A8402... DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ensuring all performance and reporting�r4�--�� Name: Jay Chapa requirements. Title: Deputy City Manager Date: ' oZ d BC Approval Recommended: Name: Rog r Ve bl s Title: As istant irec or, Property Management B m o er V a le By: Z�)at, � Title: Assistant ir�ct roperty Name: David Shane Zondor Management Title: Hotel Incident Commander Attest: Approved as to Form and Legality: By: Na&4z u-Nit A y By: Name: Matthew A. Murray Name: MAy ....Z.p - Title: Assistant City Attorney Title: City Secr ary a-S, `:;P ti Contract Authorization: s T 4+ M&C: Not required HOTEL: }�< ESA P PORTFOLIO OPERATING LESSEE LLC DBA EXTENDED STA °ocusigned By: EDICAL CENTER By: b�l Name: Jodi Gray OCIOX8E4A8402... Title: Business Development Manager Date: DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 EXHIBIT A—BOOKING RATES The Hotel will provide room nights) in the pattern as set forth below (such number and pattern, the "Room Night Commitment"). Start Day-Date End Day-Date Maximum Sleeping Room Number of Rate per Night Rooms April 3,2020 April 30, 45 $53.00 2020 Hotel room rates are subject to all applicable fees in effect at the time of check-in, and any additional charges and/or gratuities described in this Agreement. Hotel rates confirmed above are for single occupancy. Hotel rates are also subject to adjustment by the Hotel as further described in this Agreement in the event Group's total program requirements are modified by the Group. DocuSign Envelope ID:433FA314-010D-486D-B9C0-108578D1CA89 EXHIBIT B—COVID-19 GUEST LETTER NOTICE TO GUESTS WHO ARE SELF ISOLATING OR HAVE BEEN IDENTIFIED AS HAVING OR SUSPECTED HAVING, THE COVID-19 CORONAVIRUS. First, we want to welcome you to our hotel and we are sorry that you are visiting under such stressful conditions. We want you to know that we will do what we can to ensure your stay is as comfortable as possible; however, we have implemented a list of conditions that must be adhered to during your stay. The list was created to protect you and our associates during this turbulent time. • During your stay, you are asked to remain in your room at all times. If you are observed outside your room, you will be asked to return immediately. If there are other similar instances, you will be asked to leave the property. • During your stay, there will be no housekeeping services performed in your room. We understand that you will need clean linen, towels, etc. and ask that you call the front desk to arrange for delivery of same. In addition, when it is time for you to discard dirty linen or garbage, again please contact the front desk. • You should not receive visitors during your stay at the hotel. If you do receive visitors, you may be asked to leave the property. • If there is no food option at the hotel, please contact a local delivery service. The front desk will have the names of food services, restaurants, etc. and can assist with ordering. • If there is a food option at the hotel, we will deliver items to your door for a pre- arranged drop off time. The items will be left outside your door. • No pets are allowed in your room. • If there are any maintenance requests during your stay, they will be evaluated and addressed accordingly. Some requests may not be addressed. Thanl<you for your patience and understanding! DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 EXHIBIT C—COVID-19 TERMS The City of Fort Worth agrees to remove a guest that has tested positive for COVID-19 from hotel within 24 hours after receiving positive test results. The removal of such guest(s) from Hotel must be completed following an established protocol that ensures the safety and well-being of all other guests and Hotel associates. The City of Fort Worth agrees to coordinate and provide, at the City of Fort Worth expense, Biohazard cleaning set-vices for each room that was occupied by a guest that has tested positive for COVID-19. Such room shall be serviced within 72 hours of the guest's departure, and the City of Fort Worth will be responsible to cover the charges of the daily rate, plus applicable taxes, for a room that is unusable due to such cleaning process. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 EXHIBIT D-INSURANCE REQUIREMENTS DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 EXHIBIT E—FEMA MANDATED CONTRACT CLAUSES For purposes of the following clauses, the City of Fort Worth is referred to as "City" and "Contractor" shall refer to the other party to this Agreement. If applicable to the work or services being performed by Contractor under the Agreement, the following provisions are adopted and form a part of the Agreement. A. DAMAGES,2 CFR§200.326 Appendix II to Part 200 (A) (1) All work to be performed under this Agreement shall be timely commenced. A breach of this Agreement by Contractor would cause substantial delay in the completion of the required services affecting the safety and welfare of the public. (2) In the event of Contractor's breach of its performance obligations, City shall have all rights and remedies against Contractor as provided by law. B. TERMINATION RIGHTS, 2 CFR§200.326 Appendix II to Part 200 (B) In addition to any termination rights included in the Agreement, City shall have the following termination rights: Termination for Convenience: Whenever the interests of the City so require, City may terminate the parties' Agreement, in whole or in part, for the convenience of the City. City shall give Contractor thirty (30) days prior written notice of termination specifying the portions of the Agreement to be terminated and when such termination will become effective. If only portions of the patties' agreement are terminated, Contractor has the right to withdraw from the parties' Agreement, without adverse action or claims. In the event of a termination for convenience by City, Contractor shall be entitled to payment for all work and services performed by it up to the effective date of such termination. Termination for Cause: The City may, by written notice of default to Contractor, terminate the parties' Agreement, in whole or in part, if the Contractor fails to satisfactorily perform any provisions of the parties' agreement after a period of ten (10) following Contractor's receipt of a Notice of Deficiency provided by City. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 C. EQUAL EMPLOYMENT OPPORTUNITY CLAUSE (2 CFR§200.326 Appendix II to Part 200 (C)) If applicable to the work and services performed by Contractor under the Agreement, during the performance of the Agreement, Contractor shall comply with the Equal Employment Opportunity Clause (41 CFR 60-1.4(b)): (1) Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. (3) Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding,a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor. (5) Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor for purpose of investigation to ascertain compliance with such rules,regulations, and orders. (6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations or orders, this Agreement may be DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further City contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of subparagraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or contractor. contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event contractor becomes involved in, or is threatened with, litigation with a subcontractor or contractor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interest of the United States. D. DAVIS-BACON ACT AND COPELAND "ANTI-KICKBACK" ACT (2 CFR §200.326 Appendix II to Part 200 (D)) If applicable to the work and services performed by Contractor under the parties' Agreement: (1) Bacon-Davis Act:Applicable to construction or repair of public buildings or public works. See FEMA Public Assistance Program and Policy Guide, Ch.2(V)(G)(2), page 32 and Ch. (FP 104-009-2/January 2016); (2) Copeland "Anti-Kickback" Act: In contracts subject to the Davis-Bacon Act, Contractor shall comply with the Copeland "Anti-Kickback" Act (40 U.S.C. §3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that the contractor and subcontractor must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The City must report all suspected or reported violations to the appropriate Federal agency. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 (a) Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Agreement. (b) Contractor or subcontractor shall insert in any subcontract the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for the c compliance by any subcontractor or lower tier subcontract with all of these contract clauses. (c) A breach of the Agreement clause above may be grounds for termination of the Agreement, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. E. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR §200.326 Appendix II to Part 200 (E)) (40 U.S.C. 3701-3708) Contracts in excess of $100,000 that involve the employment of mechanics or laborers shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each Contractor and its subcontractors shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked in excess of forty hours in such workweek. (1) Violation: liability for unpaid wages: liquidated damages. In the event of any violation of the clause set forth in this section the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in this section, in the sum of$10 for each DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in this section. (2) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (3) The Contractor and subcontractor shall insert in any subcontract the clauses set forth in paragraphs (1)through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. F. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT, 2 CFR§200.326 Appendix II to Part 200 (F) If applicable to the work and services performed by Contractor under the parties' Agreement and if the Federal award meets the definition of"funding agreement" under 37 CFR§401.2(a) and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental,developmental, or research work under that"funding agreement,"the City must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business." G. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (2 CFR§200.326 Appendix II to Part 200 (G)) Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Contractor shall include the foregoing requirements in each subcontract exceeding$100,000. DocuSign Envelope ID:433FA314-010D-486D-139C0-10857BDICA89 H. DEBARMENT AND SUSPENSION (2 CFR§200.326 Appendix II to Part 200 (I)) (1) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded(defined at 2 C.F.R. § 180.940) or disqualified(defined at 2 C.F.R. § 180.935). (2) The Contractor must comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt.3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R.pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C throughout the period of performance. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. I. BYRD ANTI-LOBBYING AMENDMENT(2 CFR§200.326 Appendix II to Part 200 (j)) Contractor must file with the City the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier-to-tier up to the non- Federal award. If not provided with a bid response, Contractor must complete and submit the Certification Regarding Lobbying Form. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 J. PROCUREMENT OF RECOVERED MATERIALS (2 CFR §200.326 Appendix II to Part 200 (K) and 2 CFR§200.322) (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired. (a) Competitively within a timeframe providing for compliance with the contract performance schedule; (b) Meeting contract performance requirements; or (c) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, littp://www.epa.gov/cpg/. The list of EPA-designate items is available at http://www.epa.gov/cpz/products/htm. K. ACCESS TO RECORDS (1) Contractor agrees to provide City, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. (2) Contractor agrees to permit any of the foregoing patties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) Contractor agrees to provide the FEMA Administrator or his authorized representative's access to construction or other work sites pertaining to the work being completed under the contract. L. SEAL,LOGO AND FLAGS Contractor shall not use the U.S. Department of Homeland Security's seal(s), logos, crests, or reproductions of flags or likenesses of the U.S. Department of Homeland Security's agency officials without specific FEMA preapproval. DocuSign Envelope ID:433FA314-010D-486D-B9C0-10857BD1CA89 M. NO OBLIGATION BY FEDERAL GOVERNMENT AND COMPLIANCE WITH LAWS The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to City, Contractor, or any other party pertaining to any matter resulting from the contract. City may seek reimbursement for expenses under this Agreement from FEMA and Contractor acknowledges that it must comply with all federal laws, regulations, executive orders, FEMA policies,procedures, and directives. N. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract.