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HomeMy WebLinkAboutContract 54101 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 CSC No. 54101 INTERLOCAL AGREEMENT TO PROVIDE PRESCRIPTION COPAY ASSISTANCE BETWEEN THE TARRANT COUNTY HOSPITAL DISTRICT DB/A JPS HEALTH NETWORK AND THE CITY OF FORT WORTH This Interlocal Agreement to Provide Prescription Copay Assistance("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 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 novel coronavirus ("COVID-19")pandemic; and WHEREAS, the Centers for Disease Control has issued guidance to help prevent the spread of COVID-19; and WHEREAS, many families have been financially impacted by the COVID-19 pandemic; and WHEREAS, the City is committed to protecting the health, wellbeing, and life safety of the City's residents during times of emergency, such as the COV D-19 pandemic; and 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 WHEREAS, the City, through FWCares, has offered to assist qualifying families by reimbursing TCHD's pharmacy with up to $300 per household in prescription copay assistance; and WHEREAS, currently there are approximately 1,400 families who have applied for the City of Fort Worth Assistance Program for prescription copay assistance and it is projected that at least 50% of these families will qualify for assistance; and 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 prescription copay assistance to qualifying families in the City of Fort Worth. OFFICIAL RECORD CITY SECRE AF, FT. ` OR 7 f'J,a DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 to Provide Prescription Copay Assistance B. Attachment A- Business Associate Agreement C. Attachment B -Mandatory Federal Provisions Attachments A and B, 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 or B 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 Parties wish to protect the health and safety of the individuals living in the City of Fort Worth by providing qualifying families with up to$300 dollars in prescription copay assistance in response to the COVID-19 pandemic. III. SERVICES TO BE PERFORMED. A. City's Responsibilities: 1. Provide a list of eligible households including all family members to the TCHD Main Campus Hospital Pharmacy located at 1500 S. Main Street, Fort Worth TX 76104 (the"TCHD Pharmacy"): a. An initial list of all currently eligible households will be sent to TCHD as soon as is practicable after execution of this Agreement to ensure eligible households are not denied copay assistance; b. A reoccurring list of newly eligible households will be sent to TCHD by 9:00 am on each business day. 2. Ensure that the list of eligible households includes the following information: a. First Name, Middle Initial, and Last Name of all household members; b. Date of Birth of all household members; c. Medical Record Number(MRN) if the patient is currently a TCHD patient; d. Home/Shipping address; e. Phone numbers or other contact information for each household. DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 3. Provide documentation of eligibility in the form of a letter or card to TCHD in order to ensure that the TCHD Pharmacy is able to identify eligible household members. 4. Reimburse TCHD for copay assistance credits applied to the accounts of eligible households within thirty(30) days of receipt of the TCHD invoices (as further described below) by City. City shall not be responsible for any TCHD charges or expenses in excess of the copay assistance credits included in section III. B. 3. B. TCHD's Responsibilities: 1. TCHD Pharmacy will use the initial list of eligible households provided by City to set up pharmacy system accounts for non-TCHD patients and a point-of-sale charge accounts for each household member. 2. The Pharmacy Business Operations supervisor will review the list of new candidates and set up new accounts for them by 5:OOpm the same day unless sent on Friday in which case the accounts will be set up by 5:OOpm on the following Monday. 3. A point-of-sale charge account will be shared across identified members of the household and a copay assistance credit will be applied to the household account. Copay assistance credits shall be available in the following amounts: a.For households with one member—up to$150.00 b.For households with two members—up to $200.00 c.For households with three members—up to$250.00 d.For households with four or more members—up to $300.00 4. Each time a member of the household fills a prescription at the TCHD Pharmacy, the copay applied to the prescription will be paid from the copay assistance credit. 5. A monthly prescription log,which identifies the reimbursable copays, will be provided to the City of Fort Worth from TCHD Pharmacy no later than the 5t' business day of the following month. The monthly prospection log will serve as an invoice and the reimbursement of DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 eligible copay assistance credit funds to TCHD ("Invoices"). Invoices shall be sent to: Rhonda Hinz Senior Administrative Services Manager Neighborhood Services Department Administration and Loan Services Division 200 Texas Street Fort Worth, TX 76012 Rhonda.Hinz@fortworthtexas.gov Invoices may be sent by electronic mail. 6. All prescriptions will be transferred, filled, and sold at the TCHD Main Campus Hospital Pharmacy located at 1500 S. Main Street Fort Worth, TX 76104. Prescriptions may be mailed to patients. IV. MISCELLANEOUS A. Term and Termination 1. Term. This Agreement shall begin on July 6, 2020 ("Effective Date")and shall expire immediately upon written notice by the City or TCHD, whichever is earlier. Execution of this Agreement after the Effective Date shall have no bearing on the enforceability of the Agreement. 2. Termination. City or 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. B. Records. Each Party shall maintain their own service records in accordance with their record retention 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 C. 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. D. 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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. E. 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. F. 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. City acknowledges that all payments made under this Agreement shall be made from current revenues available to the City. G. Assignment. No Party to this Agreement may assign its rights under this Agreement without the prior written consent of the other Party. H. 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. I. 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. J. 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 b. For City: City of Fort Worth Attn: Jesus J. Chapa, Deputy City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address K. 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. L. 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. M. 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. N. 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 Agreement warrant and represent that they are duly authorized to sign this Agreement on behalf of the Parties hereto. O. 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 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. P. 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. [Signature page follows] DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 By: #:a" E"&Y Name: Robert Earley Title: President C O Date: 7 u l y b, 0 10:43 AM CDT 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 By: and reporting requirements. Name: Jesus J. Chapa Title: Deputy City Manager Date: By: Name: Rhonda Hinz Approval Recommended: Title: Senior Administrative Services Manager Approved as to Form and Legality: By: Name: Victor Turner Title: Director,Neighborhood Services By: Name: Matthew Murray Attest: Title: Assistant City Attorney Contract Authorization: M&C: No M&C required. Ordinance No.24161- By: 04-2020 Name: Mary J.Kayser Title: City Secretary 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 By: Name: Robert Earley Title: President and 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 By: Jesus J.Chapa(Jul 6,2020 :2� andl.reporting requirements. Name: Jesus J. Chapa Title: Deputy City Manager Date: Jul 6,2020 By: Name: Rhonda Hinz Approval Recommended: Title: Senior Administrative Services Manager Approved as to Form and Legality: By: Name: Victor Turner Title: Director,Neighborhood Services By: MattMurray(Ju16,202 17:16CDT) Name: Matthew Murray Attest: Title: Assistant City Attorney r<ontract Authorization: C: No M&C required. Ordinance No. 24161- By: ��'�: '� 0 Name: Mary J.Kayser Title: City Secretary "f _Ht .'lam • :�•;. OFF10AL RECORD CITY SECRETARY FT WORTH,TX DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 Service Agreement, Covered Entity may use, access, and disclose PHI to Business Associate for the purposes of providing Services as set forth in the Service 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 Service 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 DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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. 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. DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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 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. 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: DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 1. 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: (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. DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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. 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. 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. 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; DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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. 6. Intentionally omitted 7. Intentionally omitted DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 ATTACHMENT B 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 ensure that applicants are employed, and that employees are treated during employment without DocuSign Envelope ID:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 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:2036FFFB-BA44-46A3-8D6A-18515AEFF6E1 (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.