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HomeMy WebLinkAboutContract 53921 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431C05CE3C CSC No.53921 41 C sFo�T 20 INTERLOCAL AGREEMENT TO PROVIDE MEDICAL AND PATIENT SERVICES This Agreement to Provide Medical and Patient Services ("Agreement") is made and entered into effective the Effective Date (see Section IV.A below) by and between the Tarrant County Hospital District d/b/a JPS Health Network ("TCHD"), a unit of local government, and more specifically a county hospital district, created and operating under Chapter 281 of the Texas Health and Safety Code and the City of Fort Worth ("City"), a Texas home rule municipality. Individually, TCHD and City are referred to herein as a"Party" and collectively 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 individuals during this emergency; 6. WHEREAS, Due to the COVID-19 outbreak, isolation and quarantine sheltering services are needed to ensure that homeless individuals who are diagnosed with COVID-19 or who are suspected of having COVID-19 are separated from the general population at homeless shelters; and 7. WHEREAS, TCHD, in furtherance of its statutory obligations to provide health care services to the indigent and needy residents of Tarrant County, Texas, owns and operates a fully accredited, integrated health care delivery system providing health care services throughout, and serving the residents of, Tarrant County, Texas; and 8. WHEREAS, TCHD can mobilize its personnel to provide necessary medical and patient services ("Services") offsite at the Shelter to screen personnel and contractors operating the Shelter for symptoms of COVID-19. r r CIAL RECIORDI Y SECRETARY'1W0 TH,TSB DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 9. WHEREAS, TCHD has agreed to maintain employment of qualified personnel with the necessary training and expertise to perform the Services; 10. WHEREAS, Chapter 791 of the Texas Government Code allows for local governments to enter into Interlocal Agreements for the provision of governmental functions and both City and TCHD meet the definition of local government and wish to enter into this Agreement to provide essential isolation and quarantine shelter services for homeless individuals in the City. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: I. AGREEMENT DOCUMENTS. The Agreement documents shall include the following_ A. This Interlocal Agreement B. Attachment A- Business Associate Agreement C. Attachment B—Approved Costs and List of Supplies D. Attachment C—Mandatory Federal Provisions Attachments A, B and C, 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 Attachments A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. II. PURPOSE. The purpose of this Agreement is to provide screening, isolation and quarantine shelter services at the Shelter in response to the COVID-19 pandemic. The Parties wish to protect the health and safety of the individuals living in both the City and the County by screening the homeless population entering the Shelter for symptoms of COVID-19 and providing a place for homeless individuals who are either COVID-19 positive or exhibiting symptoms of COVID-19 to remain until they are no longer suspected of having the virus. It is essential that the individuals put into isolation or quarantine have medical services necessary to ensure their health and wellbeing. This will help stop the spread of COVID-19 in the City and Tarrant County and safeguard not only the homeless population,but the entire population of the City and Tarrant County. III. SERVICES TO BE PERFORMED. A. CITY will: • Provide adequate space plus use of restrooms at Fort Worth Convention Center each day the Shelter is operational • Provide cots and blankets for isolation Shelter guests in isolation rooms and recreational vehicles 2 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C • Provide security for Shelter including isolation area and recreational vehicle area • Provide three meals a day for guests • Provide laundry services for Shelter necessities • Provide cleaning services for isolation rooms and recreational vehicles • Provide personal hygiene supplies for guests in isolation rooms and recreational vehicles • Provide phones in recreational vehicles so JPS staff can communicate with guests • Provide Personal Protective Equipment("PPE") for medical personnel consisting of types and quantities necessary to facilitate the provision of the Services. Items may vary as needs change; however, any changes must be reasonable and approved by City. At the time of execution the following items were being provided by City: ■ 250 gloves a day ■ 50 thermometer probes per day ■ 50 masks per day(maybe less) ■ 1200 ml Purell hand sanitizer per day ■ 400 wrist bands per day ■ 1-2 purple wipe tops per day ■ One thermal non-contact infrared thermometer per week • Provide reimbursement, as provided herein, for the cost of Services in excess of cash donations or grants raised specifically for this purpose and for supplies specifically listed that are necessary to carry out the purpose of this Agreement and that TCHD procures for City. Any supplies paid for by City, regardless if paid for directly or by reimbursement to TCHD, shall become the property of the City upon payment. • City contract administrator is Tara Perez and can be reached at Tara.Perez@fortworthtexas.gov. B. TCHD will: • Provide screening (temperature check, questions)to everyone who enters Shelter and make the determination of whether the individual may enter 3 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C the Shelter or needs to be placed in isolation based on showing symptoms of COVID-19. • Provide staff for a medical exam room to provide Services as needed • Monitor guests in isolation rooms and provide Services as needed • Provide Services to those in recreational vehicles as needed • Determine when individuals need treatment at a hospital or clinic and arrange for transport to the medical facility • Order necessary supplies as requested and agreed to by City that the City cannot procure due to limited supplies and prioritization of medical providers • TCHD contract administrator is Joy Parker and can be reached at JPa.rker03@jpshealth.org. IV. MISCELLANEOUS A. Term and Termination 1. Term. This Agreement shall begin on March 18, 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. 2. Termination. City and TCHD may terminate this Agreement at any time and for any reason by providing written notice of termination. The termination shall be immediate upon notice or on a date certain, if a specific date of termination is included in the written notice. C. Records. Each Party shall maintain their own service records in accordance with their records policies and any applicable laws or regulations. Any records that must be shared to effectuate the purpose of this Agreement shall be done only as allowed by law and in compliance with any applicable regulations and this Agreement D. Equipment. Except for the PPE to be provided by City, each Party shall provide any other equipment needed to perform their duties and obligation under this Agreement. Certain items are not available to the City due to availability and the prioritization of medical providers to receive these items. In the event that City cannot procure one or more of the items listed in Attachment "B", TCHD shall determine whether it is able to procure the items for the purpose of carrying out the Services. TCHD shall notify City of its ability to order the items at prices within the acceptable ranges listed in 4 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C Attachment "B". City shall notify TCHD in writing of its acceptance of the quantity and prices available to TCHD and request TCHD to order the items. E. Immunity. It is expressly understood and agreed that in the execution of this Agreement, neither Party waives, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. F. Remedies.No right or remedy granted herein or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted;but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. G. Amendment. No supplement, modification or amendment of any term, provision, or condition of this Agreement shall be binding or enforceable on either Party hereto unless in writing signed by both Parties. H. Consideration and Compensation. The Parties acknowledge that as a condition precedent to signing this Agreement, that there was good and valuable consideration exchanged between the Parties. TCHD accepts City's provision of isolation and quarantine facilities for the Shelter as consideration for its performance of its duties and obligations set forth in this Agreement. City accepts TCHD's provision of Services to those individuals who must be housed in the isolation or quarantine facilities at the Shelter as consideration for its obligations and duties set forth in this Agreement. 1. Services. City shall reimburse TCHD for the actual cost of Services, as more particularly described in Attachment B,rendered by TCHD in excess of cash donations or grants raised specifically for this purpose. TCHD shall invoice City on a monthly basis for the cost of Services in excess of cash donations or grants raised specifically for this purpose. City shall reimburse TCHD within thirty (30) days of receiving the invoice from TCHD. . 2. Supplies. City shall reimburse TCHD for any orders made at the City's request and pursuant to this Agreement at the invoiced cost from the vendor,including any shipping costs; there shall be no fee charged by TCHD to City for this service. City shall reimburse TCHD within thirty (30) days of receiving the invoice from TCHD. TCHD shall sign up as a vendor in the City's PeopleSoft Purchasing System by May 1, 2020. 3. Invoices. TCHD shall submit reimbursement invoices to the City in accordance with this section. Each invoice shall include the total amount of donations received by TCHD for this purpose during the invoice period and the total amount outstanding for services rendered pursuant to this Agreement. Each invoice should also show the number of staff members for each category listed in Exhibit B that performed Services each day and each day's actual cost of services based on the staff members and supplies 5 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C utilized. The estimated aggregate cost for staff services and supplies at the Shelter is provided in Attachment B, which includes 12 team members per day providing 24/7 staff coverage at site and all supplies provided by TCHD. In the event that less staff members are needed to perform the services connected with this Agreement, the invoices shall reflect the reduction in staff. City shall not be invoiced for any supplies that it furnishes or has provided. I. Assignment. No Party to this Agreement may assign its rights under this Agreement without the prior written consent of the other Party. J. Governing Law; Jurisdiction. The agreement between the Parties regarding the subject matter hereof shall be governed by and interpreted in accordance with the laws of the state of Texas, without reference to its laws relating to conflicts of law. Any legal action arising out of or relating to the subject matter hereof shall be brought only in the state or federal courts located in Tarrant County, Texas, and the Parties irrevocably consent to the jurisdiction and venue of such courts. K. Relationship of the Parties. None of the provisions of this Agreement are intended to create, and none shall be deemed or construed to create, any relationship between the Parties, other than that of independent contractors. This Agreement shall not create the relationship of employer-employee, agency, partnership, or joint venture. Neither Party shall have the right or power in any manner to unilaterally obligate the other to any third party, whether or not related to the purpose of this Agreement. L. Notices. Notices pursuant to this Agreement must be in writing to be effective. Notices shall be delivered as follows: a. For TCHD: Robert Earley, President and CEO Tarrant County Hospital District d/b/a JPS Health Network 1500 South Main Street Fort Worth, Texas 76104 With a copy to: Neal W. Adams, General Counsel Adams, Lynch& Loftin, P.C. 3950 Hwy 360 Grapevine, Texas 76051 Email: nwa@all-lawfirm.com b. For City: City of Fort Worth Attn: Jesus J. Chapa, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 6 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C With copy to Fort Worth City Attorney's Office at same address M. Severability. Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof shall remain in full force and effect, and shall in no way be invalidated, impaired, or affected thereby. N. Entire Agreement. This Agreement contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed, and supersedes all prior written or oral agreements or communications between the Parties. J. Electronic Signatures; Facsimile and Scanned Copies; Duplicate Originals; Counterparts; Admissibility of Copies. Each Party agrees that: (i) any electronic signature (if any), whether digital or encrypted, to this Agreement made by any Party is intended to authenticate this Agreement and shall have the same force and effect as an original manual signature; and (ii) any signature to this Agreement by any Party transmitted by facsimile or by electronic mail shall be valid and effective to bind that Party so signing with the same force and effect as an original manual signature. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web),by electronic mail in portable document format(.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature. This Agreement may be executed in multiple duplicate originals and all such duplicate originals shall be deemed to constitute one and the same instrument. This Agreement may be executed in counterparts,each of which shall be deemed to be an original,but all of which,taken together, shall be deemed to constitute a single instrument. The Parties warrant and represent that a true and correct copy of the original of this Agreement shall be admissible in a court of law in lieu of the original Agreement for all purposes of enforcement hereof. K. Binding Agreement. The Parties hereto warrant and represent that upon execution hereof, this Agreement shall be a legal, valid and binding obligation on them and shall be enforceable against them in accordance with its terms. The individuals signing this Agreement warrant and represent that they are duly authorized to sign this Agreement on behalf of the Parties hereto. L. Budgetary Limitations. The Parties acknowledge and agree that both Parties are governmental entities and, as such, are subject to an annual budgetary processes and the limitations and restrictions of fiscal funding. Notwithstanding any other provision herein, if and to the extent the obligations of this Agreement should continue over into TCHD's or City's subsequent fiscal years following that fiscal year when this 7 DocuSign Envelope ID:2FOAD627-113C-4B14-gFCE-FC431CO5CE3C Agreement was executed and funds are not appropriated or budgeted for this Agreement and completion of the Term in question, TCHD or City may terminate this Agreement. Each Party shall pay for its own performance in connection with this Agreement out of its own available current revenues. M. Right to Audit. TCHD agrees that City shall,upon reasonable advance written notice, until the expiration of three(3)years after termination or expiration of this Agreement, have access to and the right to examine any directly pertinent books,documents,papers and records of TCHD involving monetary transactions between the Parties directly relating to the Agreement and only as necessary to verify compliance with this Agreement. All costs of any such audit shall be borne solely by the City. N. Liability. Each Party shall be solely responsible for its own actions or inaction and the actions or failure to act of its respective employees, agents, officers, officials, and contractors. Neither Party shall be responsible for the actions, errors, omissions, negligence, misfeasance, or malfeasance of the other Party or any employee, agent, officer, official or contractor of the other Party. Consented to and Agreed as of the Effective Date. TARRANT COUNTY HOSPITAL DISTRICT d/b/a JPS Health Network 1500 S.Main Street Fort Worth,TX 76104 iQo�ctit E.�l�� By: Name: Robert Earley Title: P05�1%2020 CEO Date: 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 ensuring all performance Jesus J.Chapa(May 8,20 ) By: and reporting requirements. Name: Jesus J. Chapa Title: Assistant City Manager T&4 e ez Tara Perez(May 7,2020) Date: May 8,2020 By: Name: Tara Perez Approval Recommended: Title: Directions Home Manager Approved as to Form and Legali cay SECRETARY 8 FT. WORTH,TX DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C i By. Tara Perez(May 7,2020) Name: Tara Perez Title: By.Jo Pate(M 8,• O) Directions Home Manager Name: Jo Arm Pate Attest: Title: Assistant City Attorney Contract Authorization: M&C: Ordinance No. 24161-04-2020 Name: Mary J.Kayser Title: City Secretary OFFICIAL RECORD 9 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C ATTACHMENT"A" BUSINESS ASSOCIATE AGREEMENT WHEREAS, in connection with the Services to be provided under the Agreement, TCHD ("Covered Entity") discloses to City ("Business Associate') certain protected health information ("PHI") (defined below) that is subject to protection under HIPAA; and WHEREAS, HIPAA requires that Covered Entity receive adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing Services to or on behalf of Covered Entity. NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: A. Acknowledgment of HIPAA Obligations and Other Regulations Implementing HIPAA. The parties acknowledge that federal regulations set forth in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH") relating to the confidentiality, integrity, and accessibility of protected health information (whether created, maintained, accessed, stored or transmitted electronically or otherwise) require covered entities to comply with the privacy and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time-to-time,45 C.F.R. parts 160 and 164, subparts A and E ("Privacy Rule") and 45 C.F.R. parts 160 and 164, subparts A and C ("Security Rule"). The Privacy Rule and Security Rule are sometimes collectively referred to herein as the "Privacy and Security Standards". The Privacy and Security Standards require Covered Entity to ensure that Business Associates who create, receive, maintain, access, store, or transmit confidential information in the course of providing services on behalf of Covered Entity comply with certain obligations regarding the confidentiality, integrity, and availability of health information. B. Definitions. 1. "Breach" shall mean the acquisition, access, use or disclosure of PHI (defined below) in a manner not permitted under 45 C.F.R. Part 164, Subpart E, which "compromises the security or privacy of the PHI" as set forth in 45 C.F.R. § 164.402; provided however, that a breach shall not include (i) any unintentional acquisition, access, or use of PHI by a workforce member or person acting under the authority of Covered Entity or Business Associate, if such acquisition, access, or use was made in good faith and within the scope of authority and does not result in a further use or disclosure in a manner not permitted under 45 C.F.R. Part 164, Subpart E; (ii) any inadvertent disclosure by a person authorized to access PHI at Covered Entity or Business Associate to another person authorized to access PHI at Covered Entity or Business Associate, or an organized health care arrangement in which Covered Entity participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under 45 C.F.R. Part 164, Subpart E; or (iii) a disclosure of PHI where Covered Entity or Business Associate has a good faith belief that the unauthorized person to whom 10 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C the disclosure was made would not have reasonably been able to retain the disclosed information. 2. "Business Associate" shall generally have the same meaning as the term"business associate" at 45 C.F.R. § 160.103, and in reference to the party to this Agreement, shall mean the party set forth in the introductory paragraph to this Agreement. 3. "Covered Entity" shall generally have the same meaning as the term "covered entity"at 45 C.F.R. § 160.103,and in reference to the party to this Agreement, shall mean Tarrant County Hospital District d/b/a JPS Health Network. 4. "Designated Record Set" shall mean a group of records maintained by or for Covered Entity that is: (i)the medical records and billing records about Individuals (defined below) maintained by or for a covered health care provider; (ii) the enrollment,payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for Covered Entity to make decisions about Individuals. For purposes of this definition,the term"record"means any item,collection,or grouping of information that includes PHI and is maintained, collected, used, or disseminated by or for Covered Entity. 5. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164. 6. "Individual" shall mean the person who is the subject of the Protected Health Information (defined below). 7. "Protected Health Information" and "PHI" shall mean protected health information defined in 45 C.F.R. § 160.103 and is limited to information created or received by Business Associate from or on behalf of Covered Entity. PHI includes in its definition individually identifiable health information that is transmitted by or maintained in electronic media, which may be separately referred to herein as Electronic Protected Health Information ("EPHI"). PHI excludes individually identifiable health information: (i) in education records covered by the Family Educational Rights and Privacy Act, as amended, 20 U.S.C. 1232g; (ii) in records described at 20 U.S.C. 1232g(a)(4)(B)(iv); (iii) in employment records held by Covered Entity in its role as employer; and (iv) regarding a person who has been deceased for more than 50 years. 8. "Required by law" shall mean a mandated contained in law that compels a use or disclosure of PHI and that is enforceable in a court of law. 9. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. 10. "Security Incident" shall mean the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI maintained by, or interference 11 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C with system operations in an information system maintained by,Business Associate that contains PHI received from Covered Entity. 11. "Unsecured PHI" shall mean PHI that is not rendered unusable, unreadable, or indecipherable through the use of a technology or methodology specified by the Secretary in the guidance issued under Section 13402(h)(2) of HITECH as amended, which guidance may be available on the Department of Health and Human Services website. 12. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Data Aggregation,Disclosure,Health Care Operations, Minimum Necessary,Notice of Privacy Practices, Subcontractor, and Use. C. Purposes for which Protected Health Information, including Electronic Protected Health Information, May be Used or Disclosed. In connection with the Services provided by Business Associate on behalf of Covered Entity pursuant to the Agreement,Covered Entity may use, access, and disclose PHI to Business Associate for the purposes of providing Services as set forth in the Agreement. D. Business Associate Obligations. Business Associate agrees to comply with applicable federal and state confidentiality and security laws, including,but not limited to the Privacy and Security Standards published by the United States Department of Health and Human Services implementing Part C of HIPAA, including without limitation: 1. Knowledge ofHIPAA. Business Associate agrees to review and understand HIPAA as it applies to Business Associate, and to comply with the applicable requirements of HIPAA and HITECH (including without limitation 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316), as well as any applicable amendments. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as required by law. 2. Use and Disclosure of PHI. a. Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Agreement and shall not use or disclose PHI that would violate HIPAA if used or disclosed by Covered Entity. b. Business Associate may use and disclose PHI as required by law. C. Business Associate agrees to make uses and disclosure and requests for PHI consistent with Covered Entity's Minimum Necessary policies and procedures,i.e., only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure, or request may be disclosed. d. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity. Business Associate may use PHI for the proper management and administration of the 12 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C Business Associate or to carry out its legal responsibilities and its responsibilities under this Agreement. 3. Disclosure to Third Parties. If Business Associate discloses PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, to agents, including a subcontractor, Business Associate shall require the agent or subcontractor to agree to the same restrictions and conditions that apply to the Business Associate under this Agreement. Business Associate shall ensure that any agent,including a subcontractor, to which the Business Associate provides PHI, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the PHI that it creates, receives, maintains, or transmits on behalf of the Covered Entity. Furthermore, to the extent applicable, in accordance with Section 13404 of HITECH, Business Associate shall comply with 45 C.F.R. § 164.504(e)(1)(ii). 4. Data Aggregation. In the event that the Business Associate works for more than one Covered Entity, Business Associate is permitted to use and disclose PHI, but only in order to analyze data as permitted by applicable law. 5. De-Identified Information. Use and disclosure of de-identified health information is permitted, but only if the de-identification is in compliance with 45 C.F.R. §164.502(d), and any such de-identified health information meets the standard and implementation specifications for de-identification under 45 C.F.R. §164.514(a) and(b), or such regulations as they may be amended from time-to-time. 6. Notice of Privacy Practices. Business Associate agrees that it will abide by the limitations of any Notice of Privacy Practices ("HIPAA Notice") published by Covered Entity of which it has knowledge.Covered Entity shall provide to Business Associate such HIPAA Notice when it is adopted. Any use or disclosure permitted by this Agreement may be amended by such HIPAA Notice. The amended HIPAA Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to such notice. 7. Withdrawal of Consent or Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual's specific consent or authorization for the use of his or her PHI, and the Individual revokes such consent or authorization in writing, or the effective date of such authorization has expired, or the consent or authorization is found to be defective in any manner that renders it invalid, the Business Associate agrees, if it has notice of such revocation or invalidity, to cease the use and disclosure of any such Individual's PHI except to the extent it has relied on such use or disclosure, or where an exception under the Privacy and Security Standards expressly applies. 8. Use or Disclosure that Would Violate HIPAA. Business Associate is prohibited from further use or disclosure of PHI in a manner that would violate the requirements of the Privacy and Security Standards if the PHI were used or disclosed by Covered Entity, except to the extent permitted in paragraphs (1) and (3) above. 13 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 9. Safeguards. Business Associate is required to implement and maintain administrative,physical, and technical safeguards with respect to electronic PHI,to prevent use or disclosure of PHI other than as provided for by this Agreement, in accordance with Subpart C of 45 C.F.R. Part 164 that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI and ensure that such PHI is not received, used, accessed, stored, transmitted, or disclosed other than as provided by this Agreement or as required by law. 10. Securing PHI. To the extent applicable, Business Associate shall secure any and all EPHI covered by this Agreement in accordance with any requirements issued by the Secretary as amended and updated from time to time. In addition, with respect to PHI covered by this Agreement, Business Associate shall comply with any requirements issued by the Secretary under the authority of HITECH Section 13401(c). Business Associate shall use best efforts to avoid the creation or storage of paper PHI. 11. Records Management. Upon termination of this Agreement or the Service Agreement for any reason, Business Associate agrees to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the information infeasible for so long as Business Associate retains the PHI. 12. Intentionally Omitted. 13. Accounting of Disclosures. Business Associate agrees to maintain documentation of and make available to the Covered Entity information required for an accounting of disclosures of PHI in accordance with 45 C.F.R. §164.528 as it may be amended from time-to-time, and incorporating exceptions to such accounting designated under the regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including any disclosures prior to the compliance date of the Privacy and Security Standards). Such accounting shall be provided as long as the Business Associate maintains the PHI. 14. Policies and Procedures. To the extent applicable, the Business Associate shall implement and maintain reasonable and appropriate policies and procedures to comply with the standards, implementation specifications,or other requirements of Part 164 of Title 45, Code of Federal Regulations, including,but not limited to,the provision of a process for complaints regarding Business Associate's obligations under this Agreement, HITECH, and HIPAA and imposition of sanctions against workforce members who fail to comply with the requirements of this Agreement, HITECH, and HIPAA. 15. Security Incident. The Business Associate agrees to immediately report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 C.F.R. § 164.410, and any Security Incident of which the Business Associate becomes aware. 14 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 16. Notification in Case of Breach. (a) The parties acknowledge and agree that the express statutory language of HITECH including,but not limited to,the breach notification requirements under Section 13402 of HITECH (the "Breach Notification Rule") may be applicable to Business Associate and to such extent is hereby incorporated into this Agreement. (b) The Business Associate shall, following the discovery of any breach of unsecured PHI: (i) initially notify Covered Entity without unreasonable delay and in no case later than three (3) calendar days after discovery of a breach; (ii) notify each Individual whose unsecured PHI has been, or is reasonably believed to have been accessed,acquired, or disclosed as a result of such breach; and (iii) notify Covered Entity of such breach in accordance with 45 C.F.R. § 164.410. Such notice shall include: I. the identification of each Individual whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired, or disclosed as a result of such breach; 2. a brief description of what happened, including the date of breach and date of discovery; 3. a description of the types of unsecured health information involved in the breach (i.e., whether the full name, social security number, etc. was disclosed); 4. the steps the Individual should take to protect themselves from potential harm resulting from the breach; 5. a brief description of what the Business Associate involved is doing to investigate the breach, to mitigate losses, and to protect against further breaches; and 6. contact procedures for Covered Entity or Individuals to ask questions or learn additional information, which shall include a toll free number, an email address, Web site, or postal address. (c) All notifications under this Section 16 shall be made without unreasonable delay and: 15 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C (i) if to an Individual pursuant to Section 16(b)(ii), no later than sixty (60) calendar days following the discovery of such breach by the Business Associate, as defined by 45 C.F.R § 164.410; (ii) if to Covered Entity pursuant to Section 16(b)(iii), no later than forty-five(45)calendar days following the discovery of such breach by the Business Associate, as defined by 45 C.F.R § 164.410. (d) All notifications under subsection (b)(ii) of this Section 16, shall comply with 45 C.F.R. § 164.404(d). (e) Business Associate shall notify Covered Entity of any and all breaches of unsecured PHI. A breach shall be treated as discovered by Business Associate on the first day on which such breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. Business Associate is deemed to have knowledge of a breach if the breach is known,or by exercising reasonable diligence would have been known, to any person (other than the person committing the breach), who is an employee, officer or other agent of the Business Associate. (f) In the event Business Associate discovers a breach of unsecured PHI, Covered Entity shall decide how and when the notification to Individuals and media shall be provided and shall approve the content of such notifications. At the request of Covered Entity and in Covered Entity's sole discretion, Business Associate shall provide the notification to Individuals and/or the media as directed by Covered Entity, and/or reimburse Covered Entity for the cost of notifying Individuals and/or the media. 17. Subcontractors. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), if applicable, Business Associate agrees to ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions,and requirements that apply to the Business Associate with respect to such information. 18. To the extent the Business Associate is to carry out one or more of Covered Entity's obligations under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations. E. Internal Practices, Books, and Records. The Business Associate shall make available its internal practices, policies, procedures, books, and records relating to the use and disclosure of PHI received from Covered Entity, created or received by the Business Associate on behalf of Covered Entity, to the Secretary for the purpose of determining Covered Entity's compliance with HIPAA, or any other health oversight agency, or to Covered Entity. Records requested that are not protected by an applicable legal privilege will be made available in the time and manner specified by the Secretary. 16 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C F. Intentionally Omitted. H. Rights of Proprietary Information. Covered Entity retains any and all rights to the proprietary information, confidential information, and PHI it releases to Business Associate. I. Termination for Breach. Without limiting the termination provisions herein, if Business Associate breaches any provision of this Agreement, Covered Entity may, at its option, access and audit the records of Business Associate related to its use and disclosure of PHI, or may terminate this Agreement and the Service Agreement on a date specified by Covered Entity. J. Survival of Key Provisions. The provisions of this Agreement and the respective rights and obligations of the Business Associate under Section D.11. of this Agreement shall survive the termination of the Agreement and the Service Agreement. K. Intentionally Omitted. L. Re u�ry References. A citation in this Agreement to the Code of Federal Regulations (C.F.R.) shall mean the cited section as that section may be amended from time to time. M. Intentionally Omitted. N. Obligations of Covered Entity. If deemed applicable by Covered Entity, Covered Entity shall: 1. provide Business Associate a copy of its HIPAA Notice produced by Covered Entity in accordance with 45 C.F.R. 164.520 as well as any changes to such HIPAA Notice; 2. provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate's permitted or required uses and/or disclosures; 3. notify Business Associate of any restriction to the use and/or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522; 4. notify Business Associate of any amendment to PHI to which Covered Entity has agreed that affects a Designated Record Set maintained by Business Associate; and 5. if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual's right to: access PHI;request an amendment to PHI;request confidential communications of PHI; or request an accounting of disclosures of PHI. 17 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C ATTACHMENT `B" Approved Costs and List of Supplies PPE ITEM Unit of Measure(UOM) Unit Price per item N95 masks 25,000 .69-$4.50 each Surgical masks 25,000 0.61-$1.00 each Face shields varies $2.03-$4.31 each $5.61-$15.20 per Nitrile/vinyl gloves(variety of box 100 per box sizes) Note:15.20 for XXL order Disposable gowns 1,000 $7.38 each 18 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C Convention Center - Estimated Daily Costs Note: These are estimated costs. The average cost per day will be updated after the month of April is officially closed and continue to be updated each subsequent month while the Convention Center is operational. Estimated Employee Salaries& Benefits* #of FTEs Avg Hourly Rate Benefits* Per Day Residents 1.0 28.15 7.04 282 Mid-Level Providers 1.0 66.59 16.65 666 MID 1.0 124.45 31.11 1,245 RNs 3.0 38.08 9.52 1,142 CMAs 4.0 18.71 4.68 748 LVN 1.0 24.07 6.02 241 Project Coordinator 0.8 31.55 7.89 237 Director 0.8 64.27 16.07 482 Admin Assistant 0.5 21.02 5.26 105 Total Salaries and Benefits 4,866 Supplies 4 boxes of gloves 29 2 boxes of thermometer probes 16 2 boxes of procedure masks 5 2 boxes of N95 masks 32 2 purple top wipes 8 1 box of gowns 6 10 face shields 150 4 hand sanitizing stations 9 20 hand sanitizer stations 43 Total Supplies 298 Total Daily Expenses 5,163 *Employee benefits estimated at 25%of salaries P:\Suzanne Fleming\Covid 19 Data\Convention Center\Convention Center Estimated Costs updated 5.5.2020.xlsxdetail DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C EXHIBIT C 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 TCHD. 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 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 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 19 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 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) In applicable subcontracts and purchase orders, unless exempted, 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. 20 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 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. (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 21 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C 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 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). 22 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C Contractor shall include the foregoing requirements in each subcontract exceeding$100,000. 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 23 DocuSign Envelope ID:2FOAD627-113C-4B14-9FCE-FC431CO5CE3C (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 hqp://www.epa.gov/cpglproducts/httn. 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. 24