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HomeMy WebLinkAboutContract 53819 DocuSign Envelope ID:G37585E5-4FEE-4469-B3F7-A5EFAA4236E6 t CSC No.53819 APR 22 2020 AGREEMENT BETWEEN THE CITY OF FORT WORTH AND MY HEALTH,MY CicTysEcR 7waRrH RESOURCES OVERFLOW SHELTERR NT COUNTY(MHMR)FOR ISOLATION EMERGENCY MANAGEMENT AND PSYCHIATRIC SERVICES This AGREEMENT for isolation overflow shelter management and psychiatric services ("Agreement")is made and entered into by and between the CITY OF FORT WORTH, a Texas home rule municipality ("City"), and MY HEALTH, MY RESOURCES OF TARRANT COUNTY (MHMR), a unit of local government in Texas ("Agency"). City and Agency are referred to individually as a"Party" and sometimes collectively referred to as the "Parties." RECITALS: 1. WHEREAS,the United States of America,the State of Texas,Tarrant County,and the City of Fort Worth have all declared a state of emergency due to the recent coronavirus pandemic ("COVID-19"); 2. WHEREAS,the Center for Disease Control has issued guidance to help prevent the spread of COVID-19, including social distancing of at least six feet; 3. WHEREAS, due to social distancing requirements, emergency shelters do not have the capacity to house people who are experiencing homelessness; 4. WHEREAS, City is committed to protecting the health, wellbeing, and life safety of City residents who are homeless during times of emergency, such as the COVID-19 pandemic, when community-based emergency shelters have reached full capacity; 5. WHEREAS,City has opened an emergency overflow shelter at the Fort Worth Convention Center ("Shelter") to increase the number of shelter beds available to homeless residents during this emergency; 6. WHEREAS, some people will be symptomatic and need to be isolated, so the City has opened an isolation area in the emergency overflow shelter; and 7. WHEREAS, Agency can provide isolation shelter management services during the COVID-19 pandemic to City's Shelter. NOW THEREFORE, the Parties for the mutual consideration included herein agree to enter into the following Agreement. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Agreement for Isolation Shelter Management Services; 2. Exhibit"A"—Scope of Services for Isolation Overflow Shelter Management; 3. Exhibit"A-V—Scope of Services for Psychiatric Services; QuElCOM MI Supportive Services Agreement—Exhibits CIIk� - tA DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 4. Exhibit"B"—Reporting Forms 5. Exhibit "C"—Payment for Isolation Overflow Shelter Management Services 6. Exhibit "C-1" —Payment for Psychiatric Services 7. Exhibit"D" —FEMA Mandated Contract Clauses Exhibits "A," "A-1", "B", "C", "C-1" and "D" which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits "A," 66A-1" "B" "C" "C-1" and "D" and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES, 1.1 Agency shall provide City with isolation emergency overflow shelter management and psychiatric services in order to provide safe and sanitary overflow emergency shelter for the City's population of homeless persons ("Services"). Agency shall adequately staff the shelter with Agency personnel in accordance with the terms of this Agreement to ensure the smooth operation of the shelter and compliance with the terms of this Agreement. The limited services provided under this agreement are more particularly described in Exhibit "A" — Scope of Service for Isolation Overflow Shelter Management Services and Exhibit "A-1" — Scope of Services for Psychiatric Services. 1.2 Program Performance. 1.2.1 Agency agrees to maintain full documentation as agreed by the parties (as listed in Exhibit"C" and"C-1") supporting the performance of the work. 1.2.2 Agency agrees to provide a bi-weekly report in the form attached as Exhibit `B" to document the performance of the Services. 2. TERM. This Agreement shall begin on March 20, 2020 ("Effective Date") and shall expire immediately at the time the shelter is closed by the City or immediately upon written notice by the City, whichever is earlier. Execution of this Agreement after the Effective Date shall have no bearing on the enforceability of the Agreement. 3. COMPENSATION. 3.1 City shall pay Vendor in accordance with the provisions of this Agreement. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 3.2 Payment Shelter Management Services: City will pay Agency $550 per day (a day is defined as a calendar day for the purposes of this Agreement)that the shelter is operational, and that Agency provides Services. This amount shall include the services of assigned staff and all of Vendor's costs associated with performing the Services,including staff costs, administrative costs, and supply costs, except as otherwise stated on this agreement. The amount in this Section 3.2 and 3.3 shall be referred to herein as the "Payment". Payment for Psychiatric Services. The amount in this Section 3.2 and 3.3 shall be referred to herein as the "Payment". There shall be no cost for psychiatric services if the client is an MHMR client. If a client in isolation recreational vehicle is not an MHMR clients, MHMR will be paid in accordance with the amounts included in Exhibit"C-1". 3.3 The Agency will submit all invoices for Payment to the City by Tuesday of each week for Services rendered for the immediately preceding week. City will pay Vendor within 30 days of receiving a correct and accurate invoice for services. The invoice must specifically state the personnel who were assigned to the shelter on each day and Agency shall not request any payment pursuant to this Agreement for any personnel time or related cost that is being paid for under any other agreement, contract, or similar arrangement. City shall pay Agency within thirty days of receiving a correct and accurate invoice. 3.4 The parties agree that the Payment is solely for the services provided to homeless individuals in the shelter pursuant to this Agreement and no portion of the Payment shall have been for any sectarian or religious activity. The Agency retains its independence and may continue to carry out its mission, including the definition, development practice, and expression of its religious beliefs, provided that it does not request reimbursement or payment for any explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. If Agency engages in explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), the explicitly religious activities must be offered separately, in time or location, from the programs or activities supported by City payment or reimbursement and participation must be voluntary for evacuees. 4. TERMINATION. 4.1 Written Notice. City may terminate this Agreement at any time and for any reason by providing Vendor with written notice of termination. The termination shall be immediate upon notice or on a date certain, if the City includes a specific date of termination in its written notice. Vendor may terminate this Agreement at any time and for any reason by providing City 60 days' written notice of termination;provided,however,that the 60 days'notice is waived and the Vendor can terminate this agreement immediately upon notice if personal protective equipment (PPE) as listed in Exhibit "A" of this Agreement cannot be provided to the Vendor staff by the City or acquired by Vendor through other means. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated as of a future date certain, City shall pay Vendor for services actually rendered and completed up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Agency hereby represents and warrants to City that Agency has made full disclosure in writing of any existing or potential conflicts of interest related to Agency's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Agency hereby agrees to make full disclosure of such conflict of interest to City immediately in writing. 5.2 Confidential Information. Agency,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it (i) by City ("City Information") as confidential and shall not disclose any such information to a third party without City's prior written approval,and(ii)shall abide by all of the standards of confidentiality of client information("Client Information")in its performance of its duties and obligations under this Agreement including but not limited to applicable standards, rules and regulations regarding confidentiality required by the Health Insurance Portability and Accountability Act,the Texas Medical Practices,Act,HMIS and Tarrant County Homeless Coalition. "Client Information" is defined for the purposes of this Agreement as personal, demographic, or treatment data about the individuals being served by the program. 5.3 Unauthorized Access. Agency shall store and maintain City Information and Client Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information or Client Information in any way. Agency shall notify City immediately if the security or integrity of any City Information or Client Information has been compromised or is believed to have been compromised, in which event, Agency shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information or Client Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Agency agrees that City shall, until the expiration of 7 years after final payment under this Agreement, or the final conclusion of any audit commenced during the said 7 years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Agency involving transactions relating to this Agreement at no additional cost to City. Agency agrees that City shall have access DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 during normal working hours to all necessary Agency facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Agency reasonable advance notice of intended audits. This provision shall survive the expiration or termination of this Agreement. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Agency shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Agency 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 officers, agents, servants, employees, consultants and sub vendors. Agency acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Agency, its officers, agents, employees, servants, vendors and sub vendors. Agency further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Agency. It is further understood that City shall in no way be considered a Co- employer or a Joint employer of Agency or any officers, agents, servants, employees or sub vendor of Agency. Neither Agency,nor any officers,agents,servants,employees or sub vendor of Agency shall be entitled to any employment benefits from City. Agency shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or sub vendors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY — TO THE EXTENT ALLOWED BY LAW AND THE CONSTITUTION OF THE STATE OF TEXAS AGENCY SHALL BE LJABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OFAGENCY,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES IN CONNECITON WITH SER VICES PR 0 VIDED PURSUANT TO THIS AGREEMENT. 8.2 GENERAL INDEMNIFICATION— TO THE EXTENT ALLOWED BY LAW AND THE CONSTITUTION OF THE STATE OF TEXASAGENCYHEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AGENCY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENTACIS OR OMISSIONS OR MALFEASANCE OFAGENCY, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 This section shall survive the expiration or termination of this Agreement. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Agency shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Agency under which the assignee agrees to be bound by the duties and obligations of Agency under this Agreement. Agency and Assignee shall be jointly liable for all obligations of Agency under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written agreement with Agency referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Agency under this Agreement as such duties and obligations may apply. Agency shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Agency shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Agency, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease;policy limit DocuSign Envelope ID:C37585E5-4FEE-4469-83F7-A5EFAA4236E6 (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for 2 years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of 30 days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to City as provided in the Notice section of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Agency has obtained all required insurance shall be delivered to the City prior to Agency proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Agency agrees that in the performance of its obligations hereunder,it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 produces in connection with this Agreement will also comply with all applicable federal, state and local laws,ordinances,rules and regulations. If City notifies Agency of any violation of such laws, ordinances, rules or regulations,Agency shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Agency, for itself, its personal representatives, assigns, sub vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Agency's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY AGENCY, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUB VENDORS OR SUCCESSORS IN INTEREST, AGENCY AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. This section shall survive the expiration or termination of this Agreement. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other Party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other Party by United States Mail,registered,return receipt requested, addressed as follows: To City: To Agency: City of Fort Worth City Manager's Office MHMR Attn: Tara Perez,Directions Home Manager Attn: Susan Garnett, CEO 200 Texas Street 3840 Hulen Street Fort Worth, TX 76102-6314 Fort Worth TX 76107 Facsimile: (817) 392- 2235 With copy to City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Agency shall, during the term of this Agreement and additionally for a period of 1 year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 foregoing, this provision shall not apply to an employee of either Party who responds to a general solicitation of advertisement of employment by either Parry. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City and Agency do not waive or surrender any of its governmental powers or immunities.. This does not prevent Agency from asserting any immunities or defenses against third-parties, except that nothing in this provision shall be construed to diminish Agency's duty to indemnify or defend the City as required in the Agreement. 16. NO WAIVER. The failure of City or Agency to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Agency's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. 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, is brought pursuant to 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. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Agency shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. The Parties acknowledge that this Agreement is being entered into during a state of emergency following the COVID-19 pandemic outbreak. The Parties agree that this provision shall not apply to the COVID-19 pandemic outbreak unless a subsequent binding order is issued by an entity with direct jurisdiction over Agency or City that prohibits the continuation of the services. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits "A", 66A-1599 "B", "C", "C-1" and "D". 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a Party hereto unless set forth in a written instrument, which is executed by an authorized representative of each Party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits "A," "A-1," "B," "C," "C-1" and "D" contains the entire understanding and agreement between City and Agency, their assigns and successors in interest, 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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Agency warrants that its services will be of a professional quality and conform to generally prevailing industry standards. Agency shall encourage everyone in the shelter to practice all suggestions and guidance provided by the Center for Disease Control, including frequent handwashing, social distancing, and covering sneezes and cough.Agency shall also ensure that all safety precautions are taken to ensure that those who show signs of being ill are isolated to prevent the spread of Covid-19 or other illnesses. City must give written notice of any breach of this warranty within 30 days from the date that the services are completed. In such event, at City's option, Agency shall either (a) use commercially reasonable efforts to correct any issues and perform the services in a manner that conforms to the warranty, or(b)refund the fees paid by City to Agency for the nonconforming services. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 26. IMMIGRATION NATIONALITY ACT. Agency shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Agency shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Agency 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 Agency employee who is not legally eligible to perform such services. AGENCY SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY AGENCY, AGENCY'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. CHANGE IN COMPANY NAME OR OWNERSHIP Agency shall notify City's Assistant City Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated city records. The chief executive officer of Agency or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective Party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Agency. Each Parry is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Agency has fewer than 10 employees or this Agreement is for less than$100,000,this section does not apply. Agency 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 contract,Agency certifies that Agency's signature provides written verification to the City that Agency: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 30. CONFIDENTIAL INFORMATION Agency acknowledges that the City is a governmental entity and is subject to the Texas Public Information Act ("Act"). By executing this agreement, Agency acknowledges that this agreement will be publicly available on the City's website, and Agency is therefore waiving any claim of confidentiality, whether based in statute or the common law, to any and all materials contained as part of this agreement including all documents and information referenced herein or attached hereto. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement in multiple originals on the date written below their respective signatures to be effective on the Effective Date. CITY OF FORT WORTH: ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person 1--0L responsible for the monitoring and administration of Fernando Costa(Apr 21,2020) this contract,including ensuring all performance and By. Name: Fernando Costa reporting requirements. Title: Assistant City Manager Apr21,2020 �R 2 �2z Date: BY: Tara Perez(Apr 21,2020) Name: Tara Perez APPROVAL RECOMMENDED: Title: Directions Home Manager _T&9 F91-9Z APPROVED AS TO FORM AND LEGALITY: Tara Perez(Apr 21,2020) By: Name: Tara Perez Title: Directions Home Ma * ;. By: �o Pate(Ap 2, o2.) � Name: Jo Ann Pate ATTEST: �j 0 . � Title: Assistant City Attorney A. -�. ONTRACT AUTHORIZATION: y lY1lX C: By: 1295: Name: Mary J.Kays Title: City Secretary_= Agency: MHMR of Tarrant County ATTEST: DoeuSigned by: Doou Signed by: By: r_Ci4SLI14 /',tvt4 I By. U wS (�b ►+aln k&6w..Gamett Name: ��ea Haan Title: Chief Executive Officer Title: r)ail!za i onal Devel opment Date: 4/20/2020 OFFICIAL RECQk ;: l CITY SECRETARY FT. WORTH, Ty? DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "A" SCOPE OF SERVICES ISOLATION OVERFLOW SHELTER MANAGEMENT MY HEALTH,MY RESOURCES OF TARRANT COUNTY(MHMR)will do the following: Appropriately staff an isolation area at the emergency overflow shelter at Fort Worth Convention Center, 1201 Houston Street, Fort Worth TX 76102 on an as needed basis beginning March 20,2020: A. Eligibility Only persons experiencing homelessness and who are screened into the isolation area by JPS personnel or other medical personnel at the Emergency Overflow Shelter. B. Conditions for Opening and Operating Isolation Overflow Shelter Isolation overflow shelter management will be offered on an as needed basis at Fort Worth Convention Center. Agency will provide limited shelter management services as specified in this Agreement. The Joint Emergency Operations Center will determine when isolation overflow shelter is needed. C. The City of Fort Worth will: • Provide adequate space plus use of restrooms at Fort Worth Convention Center each day the shelter is operational • Provide cots and blankets for overflow shelter guests • Provide security services through a contract for the shelter • Provide meals for guests through a contract • Provide laundry services for shelter necessities through a contract but not including personal laundry, such as clothing • Provide cleaning services for the shelter through a contract • Provide 4 gloves and 4 masks for each day that services are provided under this Agreement and will include more PPE such as gowns or shields if required or suggested by medical personnel on site subject to availability in accordance with CFW EOC PPE Priority Distribution Policy. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 D. MHMR will: • Provide one (1) Agency staff to be onsite at Fort Worth Convention Center from lam to 9pm Monday--Sunday . MHMR will providing a second staff person; however that staff person is paid by another grant to provide these services and no payment under this Agreement shall be used to fund that position. • Assign cots, distribute blankets, review rules as necessary, orient guests to facility, pass out meals and other related management services to guests in isolation area. • Oversee guests in isolation area from lam to 9pm DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "Al" SCOPE OF SERVICES LIMITED PSYCHIATRIC SERVICES MY HEALTH,MY RESOURCES OF TARRANT COUNTY(MHMR)will do the following: Provide psychiatric telehealth services and dispense medicines as appropriate to people in isolation in recreational vehicles at Fort Worth Convention Center, 1201 Houston Street, Fort Worth TX 76102 on an as needed basis beginning March 26, 2020: A. Eligibility Only persons experiencing homelessness and who are screened into the isolation recreational vehicles by JPS personnel or other medical personnel at the Emergency Overflow Shelter. B. Conditions for Opening and Operating Isolation Overflow Shelter Isolation services in recreational vehicles will be offered on an as needed basis at Fort Worth Convention Center. The Joint Emergency Operations Center will determine when isolation services in recreational vehicles is needed. C. The City of Fort Worth will: • Provide recreational vehicles to be used for isolation of individuals who are COVID-19 positive to the extent the vehicles are available through the City's rental agreement. • Provide linens for guests in isolation recreational vehicles • Provide security by contract for the shelter • Provide meals for guests through a contract • Provide laundry services for shelter necessities through a contract, but not including any personal laundry, such as clothing D. MHMR will: • Provide psychiatric telehealth services to all individuals in the isolation rooms if needed or vehicles using portable communication-capable devises. Telehealth services include evaluations and follow-ups by doctors,licensed DocuSign Envelope ID:C37585E5-4FEE-4469-63F7-A5EFAA4236E6 healing arts practitioners or qualified mental health practitioners. will sanitize the devices after each use. MHMR will acquire medications and give to JPS medical staff on site to dispense medications on an as needed basis as determined in its sole discretion as psychiatric medical providers to persons in isolation rooms or recreational vehicles at the Fort Worth Convention Center DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "B" If the new Tarrant County Homeless Coalition software system is able to pull data included in monthly reports included herein and Directions Home staff confirms and agrees in writing, those reports can be substituted for reports included herein. DATE OF NUMBER OF NUMBER OF NUMBER OF ISOLATION GUESTS TELEHEALTH GUESTS OVERFLOW VISITS RECEIVING SHELTER MEDICATION DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "C"—Costs for Isolation Overflow Shelter Management A one-time fee of$1,500 will cover setting up and starting up services for guests in isolation. Any items purchased to furnish the isolation rooms using funds from this Agreement shall be owned by the City at the termination or expiration of this Agreement. City shall not be required to pay any on-going service fees or membership fees, if any, for the equipment and MHMR shall ensure that any such fees are either pre-paid at the point of purchase or the membership is terminated or in MHMR's name at the time this Agreement is terminated. The flat rate of$550 per day will cover one (1) MHMR staff all of Vendor's costs associated with the services provided hereunder, including: Personnel expenses Administrative expenses Routine Supplies, Vendor shall submit invoices by Tuesday of each week to the City for payment for all services rendered in the immediately preceding week is defined for purposes of this Agreement as running Monday to Sunday. Vendor will keep backup documents for seven years of all expenses including: Paystubs Time Sheets Receipts If requested by City of Fort Worth, Vendor will provide all backup documentation to support all expenses invoiced. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "C-1"- COSTS FOR PSYCHIATRIC SERVICES If guests in recreational vehicles are MHMR clients, there will be no charge to the City for providing psychiatric telehealth and providing medicines to those guests. If guests in recreational vehicles are not current MHMR clients, Vendor will submit invoices and be paid the following: Hours Hourly Cost of Service Required Cost Service Doctor Evaluation 1 182.77 182.77 Doctor Follow- UP 0.33 182.77 60.32 Midlevel Evaluation 1 118.84 118.84 Midlevel Follow- UP 0.33 1 118.84 39.22 Licensed Practitioner of the Healing Arts Evaluation* 1 60.69 60.69 Licensed Practitioner of the Healing Arts Follow-up"* 0.25 60.69 15.17 Qualified Mental Health Practitioner*** 0.25 50.59 12.65 * Includes personnel with the following credentials: "Includes staff with Master's degree and licensed. *"Includes a Bachelor's level social worker. Vendor shall submit invoices by Tuesday of each week to the City for payment for all services rendered in the immediately preceding week is defined for purposes of this Agreement as running Monday to Sunday. If a service listed above takes longer than the listed"Hours Required"than MHMR shall bill in 15 minute increments thereafter. Vendor will keep backup documents for seven years of all expenses including: Paystubs Time Sheets Receipts DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 If requested by City of Fort Worth, Vendor will provide all backup documentation to support all expenses invoiced. DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 EXHIBIT "D" 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 I1 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 parties' 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. C. EQUAL EMPLOYMENT OPPORTUNITY CLAUSE (2 CFR §200.326 Appendix 11 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 DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 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 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)) DocuSign Envelope ID:C37585E5-4FEE-4469-83F7-A5EFAA4236E6 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. (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 DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 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 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:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 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. 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 DocuSign Envelope ID:C37585E5-4FEE-4469-B3F7-A5EFAA4236E6 (c) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, http://www.epa.gov/cpg/. The list of EPA-designate items is available at http://www.epa.gov/cpg_/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 parties 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. 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.