HomeMy WebLinkAboutR2021-036 2021-02-08RESOLUTION NO. R2021-36
A Resolution of the City Council of the City of Pearland, Texas, ratifying an
emergency expenditure, in the amount of $85,000.00, associated with the
purchase of a reservation and records system for implementation of the
City's COVID-19 Vaccine Point of Distribution (POD).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. Pursuant to Texas Local Government Code, 252.022(a)(1)(2), the
emergency expenditure for the purchase of a reservation and records system for
implementation of the City's COVID-19 Vaccine POD, is hereby ratified.
PASSED, APPROVED and ADOPTED this the 8th day of February, A.D., 2021.
VIN COLE
AYOR
APPROVED AS TO FORM:
a.2_
DARRIN M. COKER
CITY ATTORNEY
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•
SERVICE AGREEMENT
{INNOCULATC)
This Service Agreement ("Agreement"), dated as of 1/29/2021 ("Effective Date"), is made by and
between Luminare Inc., with a place of business at TMC Innovation institute, 2450 Holcombe Blvd.,
Suite X, Houston, Texas '/7021 ("I umis ar0"), and City offearland with a place of business at 3519
Liberty Drive, Pearland, TX 77581 ("Company").
The parties agree as follows:
1. Service. The parties intend for Company to use Luminarc's Innoculatc is identified in Exhibit B, which
is attached hereto and incorporated herein by reference, which services are will be provided to
Company as a hosted, software -as -a -service application (collectively, the "Service"). This agreement
is specifically for the Innoculatc product. Subject to the terms and conditions of this Agreement,
Luminare grants to Company a nonexclusive and nontransferable license to use the Service for the
term of this Agreement. Company's use of the Service will be solely for its own internal purposes of
the Company, by its employees and any healthcare providers, pharmacists or other employees who are
involved either in patient care or quality management related to patient care and who are authorized
by the Company to use the Service at the Company's facilities and sites within the licensed
municipality, Company and Luminare shall each comply with their respective obligations that arc set
forth on Exhibit A, which is attached hereto and incorporated herein by reference.
2. Payment. Company will pay to Luminare the fees and other amounts set forth on Exhibit B or as may
be specified in any mutually agreed upon SOW that is signed by both parties and incorporated by
reference into this Agreement, All fees and other amounts are exclusive of any sales use or other
similar taxes or charges, and Company is responsible for all taxes or charges assessed by any
governmental authority in connection with the provision and use of the Service under this Agi-eement,
except for income taxes payable by Luminare. Fees shall be invoiced as set forth in Exhibit B or in the
applicable SOW. Unless otherwise specified in Exhibit B or in the applicable SOW, any amount
invoiced is due and payable no later than 30 days after the date of invoice.
3. Term; Termination. This Agreement commences on the Effective Date and will remain in effect for
the term set forth on Exhibit B. The parties may extend this term by executing a signed modification
to this Agreement. Either party may terminate this Agreement if the other Party materially breaches
the terms and conditions set forth herein, provided however, that such breaching Party is provided no
less than thirty (30) days in which to cure such alleged material breach following actual receipt of the
written notice from the non -breaching Party describing the alleged breach in reasonable detail.
Sections 4 through 13 of this Agreement shall survive expiration or termination of this Agreement.
4, Ownership of Service IP. As between Company and Luminare, Company acknowledges and agrees
that the software and other intellectual property underlying the Service, as well as any Service user
materials, are the property of Luminare and are protected under U.S. and international intellectual
property laws, including copyrights, trademarks, service marks, patents, trade secrets or other
proprietary rights and laws. Luminare reserves all rights not expressly granted in this Agreement.
Luminare has the right, but not the obligation, to monitor the Service, Input Data (as defined herein)
and Service reports.
5, Ownership of Input Data; Permitted Use. "Input Data" means all information and data input into
Innoculate using the Service, As between Company and Luminare, Luminare acknowledges and
agrees that any Input Data is proprietary to Company and/or third parties, and not proprietary to
Luminare. Company represents and warrants that it has all necessary consents, or owns or otherwise
controls all necessary rights, to supply Input. Data in connection with the Service and that use of Input
Data for such purpose will not violate any applicable law or infringe or violate the rights of any third
party. Luminare will have no liability under this Agreement for any failure of the foregoing Company
representation and warranty, In addition, Company grants I.uminare a nonexclusive license to use &-
identified andinr aggregated data uploaded to the Service and/or produced from Company's use of the
Service, for the purposes of evaluating effectiveness of the Service, making improvements to the
Service, and generating statistics regarding (i) any of the results of use of the Service or (ii) the general
effectiveness of medications and other treatments, individually and in concert, on disease states,
6. Limitations of Liability. Except for any breaches of a party's obligations relating to confidentiality
or Company's obligations concerning its use of Luminare's intellectual property, in no event will
either party's aggregate liability hereunder to the other party exceed the total fees paid by Company
to Luminare for the twelve-month period preceding the date on which the subject liability arose.
LXCIIPT FOR ANY BREACHES OF A PARTY'S OBLIGATIONS RELATING TO
CONFIDENTIALITY OR COMPANY'S OBLIGATIONS CONCERNING ITS USE OF
LUMINARL'S INTELLECTUAL .PRO.PF.R'fY .HEREUNDER, 1N NO I/V]':NT SHALL EITHER
PARTY B1; I.1ABI.E, UNDER ANY LEGAL OR I'.QUI'I'ABI.l' THEORY 01' LIABILITY, WITH
RESPECT TO THE SERVICE (EXCEPT TO TIIE EXTENT OTHERWISE REQUIRED BY
APPLICABLE LAW OR BY ANOTHER AGREEMENT BETWEEN THE PARTIES HERETO)
FOR. ANY LOST DATA., LOST PROFITS, OR SPECIAL, INDIRECT, I.NC.II)l:.N'I'AI., PUNITIVE,
OR CONSEQUENTIAL DAMAGES OF ANY KIND WI-IA'I'SONVI'IR REGARDLESS OF
WHETHER SUCH LOSS WAS FORESEEABLE OR TIIE PARTY SUFFERING TIIE LOSS OR
DAMAGE WAS ADVISE.]) OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
7. I)isclairners. Company's access to and use of the Service is at Company's sole risk. Company
understands and agrees that the Service is provided to you on an "AS IS" and "AS AVAILABLE"
basis. Without limiting the foregoing, to the maximum extent permitted under applicable law,
LUMINARF DISCLAIMS ALL WARRANTIES AND CONDITIONS 0E ANY KIND WITH
RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR
PURPOSE, OR NON -INFRINGEMENT
8. USE WARNINGS. THE COMPANY L)OES NOT OFFER MEDICAL ADVICE, DIAGNOSES
OR OTHER HEALTH MANAGEMENT SERVICES OR ENGAGE IN THE PRACTICE OF
MEDICINE. THE SERVICE IS NOT INTENDED TO BE, AND DOES NOT CONSTITUTE,
A SUBSTITUTE FOR PROFESSIONAL 'MEDICAL ADVICE BY PHYSICIANS OR
LICENSED INDEPENDENT PRACTITIONERS, OR A SUBSTITUTE FOR DIAGNOSIS,
TREATMENT OR HEALTH MANAGEMENT AND IS OFFERED FOR INFORMATIONAL
PURPOSES ONLY. FURTHERMORE, THE INFORMATION PRODUCED BY THE
SERVICE IS ONLY 'USEFUL '1O THE EXTENT '['IIA'[' 'I TIE INPUT DATA IS ACCURATE.
END USERS SHOULD ALWAYS RELY ON THEIR CLINICAL JUDGMENT WHEN
MAKING DECISIONS REGARDING PATIENT CARE. AT ALL TIMES, IT IS THE
RESPONSIBILITY OF COMPANY AM) ITS ENT) USERS '.TO ACCESS, REVIEW AND
RESPOND TO ALL RESULTS FROM USE OF TIIE SERVICE, INCLUDING WITHOUT
LIMITATION ANY ALERTS MADE AVA.ILABI..E BY THE SERVICE (COLI...EC T'IV.I .I.,Y,
SERVICE RESULTS), IN A 'l'IMEI:V AND CLINICALLY APPROPRIATE MANNER, AND
LUMINARE WILL HAVE NO LIABILITY TO COMPANY, ANY END USER OR ANY
THIRD PARTY FOR ANY FAILURE OF COMPANY, ANY ENT) USER OR ANY OTHER
CLINICIAN 'JO APPROPRIATELY RESPOND '['O ANY SERVICE RESULTS.
9. BUSINESS ASSOCIATE AGREEMENT: EXECUTION OF THIS CONTRACT WILL ALSO
RESULT IN EXECUTION OF THE ATTACHED BUSINESS ASSOCIATE AGREEMENT AND
THE TERMS INCLUDED THERE,
10. Any feedback provided by the Company regarding the Service ("Feedback") is the proprietary and
confidential information of Luminare, and the Company hereby assigns all right, title and interest in
and to such Feedback, including all intellectual property rights therein, to Luminare, The Company
agrees not to disclose or provide such Feedback to any third party.
11. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas
exclusively, excluding its conflicts of laws principles, Both the Uniform Computer Infoimation
Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods
(1980) are excluded in their entirety from application to this Agreement. The parties consent to the
exclusive jurisdiction of and venue in the federal and/or state courts for Austin, Texas, for all claims
arising out of or relating to this Agreement or the Company's use of the Service. Notwithstanding any
law, rule or regulation to the contrary, the Company agrees that any claim or cause of action it may
have arising out of this Agreement or the Company's use of the Service must be filed within one (1)
year after such claim or cause of action arose or be forever barred.
12. This Agreement, including all documents incorporated herein by reference, constitutes the complete
and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes
and replaces any and all prior or contemporaneous discussions, negotiations, understandings and
agreements, written and oral, regarding such subject matter. Any additional or different terms in any
purchase order or other response by the Company shall be deemed objected to by Luminare without
need of further notice of objection, and shall be of no effect or in any way binding upon Luminare.
13. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together shall constitute one and the same instrument. Once signed, any
reproduction of this Agreement made by reliable means (e,g., photocopy, PDF) is considered an
original. This Agreement may be changed only by a written document signed by authorized
representatives of both parties.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this
Agreement,
LUMINARE INC, CLIENT:
By:
Na ' e: Velamuri, M.D.
Tit - : ` iie i cutive Officer
CITY OF PEARLAND
By: �..
Name: /1-0,-144-- 7. s
Title: A-Sstsr' .-ir ct -y t
Attachments: BUSINESS ASSOCIATE AGREEMENT
EXHIBIT I A
to Service Agreement
Service Use Requirements; Service Specifications
Part I • • Current Data input and similar Technical Recluirennents
Company shall provide or supply, as applicable, the following: Administrative oversight to ensure
adequate overview of the use the Innoculate solution tbr the Company.
Part 2 - Security Matters Concerning Use of Service
Input Data will be supplied to I anninare either by Company or our Company's behalf. In addition, in order
to access reports generated by the Service, Company will have access to certain Service web page(s).
Company will be responsible for maintaining the security and confidentiality of all activity (i) to supply
Input Data to the Service and (ii) to access reports generated for Company by the Service. Company will
take reasonable steps, including no less than industry standard security measures, to prevent unauthorized
use of'the Service, and Company will immediately notify Luminare in writing of any unauthorized use of
any of its users' login names or passwords of which such user, or other Company party, becomes aware.
Luminare may suspend the Service (in whole or in part), including without limitation suspending access
for certain previously authorized users, in the event of the potential or actual compromise or unauthorized
use of the Service.
Part 3 — Compliance with Applicable Law
Each party agrees to comply with all applicable .federal, state and local laws, orders, regulations and
regulatory standards with respect to its respective obligations and performance under this Agreement and,
in the case of Company, with respect to Company's use of the Service.
Part 4 — Error Reporting
Company will follow I..u.minare's reasonable procedures and instructions to report any errors and
difficulties it encounters with regard to the Service so as to permit.Luminare to recreate and evaluate same.
Part 5 — Additional Restrictions on Company's Use of Service
Company will not (a) use the Service or any documentation, know-how or other information received
from Luminare or its representatives or licensors (the ".Ei'aluatron Materials") to create any similar
application or service, (b) decompile, disassemble or otherwise reverse engineer any technology employed
by the Service, or use any similar means to discover the source code or trade secrets embodied in the
Service, or otherwise circumvent any technical measure that controls access to the Service or (c) permit
any third party use the Service to do any of the foregoing. I?xcept for the limited rights and licenses
expressly granted in this Agreement, no other license is granted, no other use is permitted and Lurninare
and its licensors will retain all right, title and interest (including patents, copyrights, trade secrets and
trademarks) in and to the Service, livaluation Materials and any underlying intellectual property
(acknowledging that none of the foregoing includes any Input Data). Company will not take any action
inconsistent with such ownership.
EXHIBIT B
to Service Agreement
Fee Schedule and Product Services
Contract term: 12 -Month term from Contract Date. Will he auto renewed for 12 -month terms unless
cancelled with 15 days' notice before the end of a term. Luminarc will invoice Company on execution of
the Agreement listed in the below table.
Prapmel Items 17 Month
Innoculate fur Cavld •19 Standard Uce0se
Early adopter Discount Ipress and reference)
Annual integration and API ($5,000)
Subtotal
One time systems set up fee
Prcpgfal Tptal5
$150,400
$75,0(10
$5,000
$so,000
$1,5no
$84.500
PrV-pdki ffill5Oging bundle (101000) $344
Metering $O.O13eenIS permeSsage
NMes,
AIM fmum tarv7,arr length 'Is 12 month tmalfno pffiprf W,f rnWfr rf nP W
10116C Lef2.11.JMluif MIWOOVI el fOr WM.:UWCtiMniCWtt
Addflydmaf&mewurl aradaAfr for,' ugly. r C:rail
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Special Fees
• Messaging refers to all messaging modes (SMS, Robocall, or Email). Fees will billed in bundles
in advance any time the remaining balance of unused messages drops to below 10%.
• Customization and/or special project work beyond reasonable scope may be charged at an hourly
rate of $200/hr, with estimates provided for approval prior to proceeding.
Billing Information:
Billing Contact Phone
15 2-3S I Cce If
Billing Contact Email
j k4ri46 re co- f iniripot -47(• d w /IWO eirtow.+t-reft..red,1e@ ipegr-1,qr,1r ,
Billing Address
�Ii
3 o pe-A-e i.h Tx 775 -Ft (Arreu - 5", 0-4,1
PD Required (Y/N)?
Tax Exempt (Y/N)?
If exempt please provide your tax certificate
Private and ConCde,itial
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (the "BAA"), is hereby entered into between City of Pearland ("Covered
Fruity"), with a place of business at 3519 l:iherty Drive, Pearland, TX 77581 and I.untinare Incorporated, a Delaware C -Corp
("Business Associate") on the date of signatutre below.
WHEREAS, Covered Entity and Business Associate have executed the Agreement pursuant. to which Business
Associate provides services (the "Agreement Services") for Covered Entity that may require Business Associate to access or
create health information that is protected by state and/or federal law;
\Vl-IFIZFAS, Business Associate and Covered Entity desire that Business Associate obtain access to such information
in accordance with lire terms specified herein; and
NOW THEREFORE, ORE, in consideration ❑f' the mutual promises set forth in this BAA and other good and valuable
consideration, the sufficiency and receipt of which are hereby severally acknowledged, the parties agree as follows:
1.Definitions. unless otherwise specified in this BAA, all capitalized terms not otherwise defined shall have the
meanings established in Title 45, Parts 160 and 164, of the United States Code of Federal Regulations, as amended front time
to time, and/or in the American Recovery and Reinvestment Act of 2009 ("ARRA"). For purposes of clarification, the
following l.c.rnms shall have the definitions set forth below:
1.1"Privacy Standards" shall mean the Standards for Privacy of Individually Identifiable Health Information
as set forth in 45 C.1 .R. Parts 160 and 164.
1.2"Security Standards" shall mean the Security Standards for the Protection of Electronic Protected Health
information as set forth in 45 C.F.R. Parts 160 and 164.
2. Business Associate Obligations. Business Associate may receive front Covered Entity health information that is
protected tinder applicable state and/or federal law, including without limitation, Protected Health Information ("PHI").
Business Associate agrees not to Iisc or Disclose (or permit the Use or Disclosure of) Pill in a manner that. would violate the
requirements of the Privacy Standards or the Security Standards if the PHI were used or disclosed by Covered Entity in the
same manner. Business Associate shall use appropriate safeguards to prevent the Use or Disclosure of PHI other than as
expressly permitted under this }.IAA.
3.Use oaf PHI. Business Associate may use PHI as necessary (i) for perforating the Agreement Services, (ii) for the
proper management and administration of the Business Associate, or (iii) for carrying out its legal responsibilities, provided in
each case that such Uses are permitted under federal and state law. Covered Entity shall retain all rights in the Pill not granted
herein,
4.f sclosl3reof PHI. Business Associate may Disclose Pill as necessary (i) to perform the Agreement Services, (ii)
for the proper management and administration of the Business Associate, or (iii) to carry out its legal responsibilities, provided
that. either (a) the Disclosure is Required by Law or (b) the Business Associate obtains reasonable assurances from the person
to whom the information is Disclosed that the information will be held confidential and further Used and Disclosed only as
Required by Law or for the purpose .for which it was Disclosed to the person, and such person agrees to immediately notify the
Business Associate of any instances of which it is aware that the confidentiality of the information has been breached.
(i) 5.Reports. Business Associate agrees to report. to Covered Entity:
(ii) 5.lAny Use or Disclosure of P111 not authorized by this BAA within five (5) days of the Business Associate
becoming aware of such unauthorized I Ise or Disclosure;
(iii) 5.2Any Security Incident within five (5) days of the Business Associate becoming aware of the Security
Incident; and
(iv) S.3Each report of a Breach of Unsecured Pi II Discovered by Business Associate, to the extent Business
Associate accesses, maintains, = retains, modifies, fles, records, stores, destroys or otherwise holds, Eases or
Discloses Unsecured Pill, unless delayed for law enforcement purposes, shall be made wit.hout delay and in
no case later than thirty (30) calendar days after Discovery of the JIrcacli, and shall include, the identification
of each Individual whose llnsccnrecl PHI has been, or is reasonably believed by I3usiness Associate to have
been, accessed, acquired or Disclosed during such Breach. Notwithstanding anything herein to the contrary,
the provisions of this Section 5.3 shall only be applicable to Breaches that are Discovered on or after the date
that is thirty (30) days idler tire date of publication of' interim final regulations promulgated by the Secretary
that address notifications of Breaches of Unsecured PHI.
(v)
5.4Bftsinss Associate agrees to indemnify and hold harmless, Covered Entity, its Officers, directors,
shareholders, agents, and employees against all liability claims, damages, suits, demands, expenses, and civil
monetary penalties (including but not limited to, court costs and reasonable attorneys' fees) of every kind
arising oat of the negligent errors and omissions or willful misconduct. of Business Associate, its agents,
servants, employees and independent contractors (excluding Covered Entity) in the performance of or
conduct relating to this Section 5.
6.Agcnts and Subcontractors, If I3usiness Associate discloses PHI received from Covered Entity, or created or received
by Business Associate on behalf of Covered Entity, to agents, including a subcontractor (collectively, "Recipients"), Business
Associate shall require Recipients to agree in writing to tire same restrictions and conditions that apply to the Business Associate
under this BAA.
7.Irudividual Rights to Access and Amendment.
7.1Access. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business
Associate shah permit an individual to inspect or copy I'i'II contained in that set about the Individual in accordance with the
Privacy Standards set forth in 45 C.F.R., § 164.524, as it nay be amended from time to time, unless excepted or a basis for
denial exists under 45 C.F.R. § 164.524, as determined by the Covered Entity. In the event a Business Associate uses or
maintains an Electronic Health Record on behalf of Covered Entity, then, as of the date required by ARRA, an Individual's
right of access under 45 C.E.R. § 164.52.4 shall include die right to obtain a copy of the PHI in an electronic format and, if the
individual chooses in a clear, conspicuous and specific manner, to direct. the Business Associate to transmit such copy to any
person designated by the Individual. Business Associate shall respond to any request. from Covered Entity for access by an
Individual within five (5) days of such request unless otherwise agreed to by Covered Entity, The information shall be provided
in the form or format requested, if it is readily producible in such form or format, or in su]ntnary, if the individual has agreed
in advance to accept the information in summary form. A reasonable, cost based fee inay be charged for copying PHI or
providing a summary of Phil in accordance with 45 C'.F.R. § I64.524(c)(4), provided that any such fee relating to a copy or
summary of Pill provided in an electronic form may not he greater than the labor costs incurred in response to the request for
the copy or summary.
7.2Aouertdrrtent. Business Associate shall accommodate an Individual's right to amend Pill or a record about.
the Individual in a Designated Record Set. in accordance with the Privacy Standards set forth at 45 C.F.R. § 164.526, as it may
he amended from time to time, unless excepted or a basis .for denial exists under 45 C.F.R. § 164.526, as determined by the
Covered 'Entity. Covered Entity shall determine whether a denial to an itrnenchrietrt request is appropriate or an exception
applies. Business Associate shall notify Covered Entity within five (5) days of receipt of any request for amendment by an
individual and shall make any amendment requested by Covered Entity within ten (10) days (.1/ such request.. gutsiness
Associate shall have a process in place for requests for amendments and for appending such requests to the Designated Record
Set.
8.Accounting of Disclosures.
8. i General Accounting Prrn»isions. Business Associate shall make available to Covered Entity in response
to a request from an Individual, information required for an accounting of Disclosures of PHI with respect to the Individual, in
accordance with 45 C.F.R. § 164.528, as it. may be amended from time to time, unless an exception to such Accounting exists
u.under 45 C.1'.R. § 164.528. Such Accounting is limited to Disclosures that were made in the six (6) years prior to the request
and shall not include any Disclosures that were made prior to the compliance date of'the Privacy Standards. Business Associate
shall provide such information necessary to provide an itccouriting within thirty (30) days of Covered Entity's request.
8,2.cpo ial Provis'ion.s forDis'closures made through an Iflectrortic Health Record, As of'the date required by
ARRA, if Covered Entity uses or maintains an Electronic health Record with respect to PHI and if -Business Associate makes
Disclosures of PHI for Treatment, Payment or Health Care Operations purposes through such Electronic Health Record,
Business Associate will provide an accounting of Disclosures that Covered Entity has determined were for Covered Entity's
Treatment, Payment and/or Health Care Operations purposes to individuals who request an accounting directly from Business
Associate. Any accounting made pursuant to this Section 8.2 shall be limited to Disclosures made in the three (3) years prior
to the Individual's request for the accounting. The content of the accounting shall be in accordance with 45 C.F.R. § 164.528,
as it may he amended from time to time.
8.3I•'ces jot• rrii /lr::minting. Any accounting provided under Section 8.1 or Section 8.2 must. be provided
without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any twelve (12..)
tooth period; however, a reasonable, cost based fee may he charged for subsequent accountings if Business Associate informs
the Covered Entity and the Covered Enmity informs the Individual in advance of the fee, anti the Individual is afforded an
opportunity to withdraw or modify the request.
9.Withdrawal of Consent or Authorization. If the use or disclosure of Pill in this FtAA is based upon an individual's
specific consent or authorization for the use of his or her Pill, and (i) the Individual revokes such consent or authorization in
writing, (ii) the effective date of such authorization has expired, or (iii) the consent or authorization is found to be defective in
any manner that renders it invalid, Business Associate agrees, if it has notice of such revocation or invalidity, to cease the Use
and Disclosure ofaoy such Individual's PHI except to the extent it has relied on such [Ise or Disclosure, or where an exception
under the Privacy Standards expressly applies.
0.Records and Audit. Business Associate shall make available to Covered Entity and to the Secretary or her agents,
its internal practices, hooks, and records relating to the Use and Disclosure of P1 -II received front, or created or received by,
Business Associate on behalf of Covered Entity for the purpose of determining Covered Entity's compliance with the Privacy
Standards and the Security Standards or any other health oversight agency, in a timely a manner designated by Covered Entity
or the Secretary. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity inunediately upon
receipt by Business Associate of any and all requests served upon Business Associate by or on behalf of any and all government
authorities relating to P.1 -II received from, or created or received by, Business Associate on behalf of Covered Entity.
l I ,Notice of Privacy Practices. Covered Entity shall provide to Business Associate its Notice of Privacy Practices
("Notice"), including any amendments to the Notice. Business Associate agrees that it will abide by any limitations set forth
in the Notice, as it may be amended from time to time, of which it has knowledge. An amended Notice shall not affect permitted
Uses and Disclosures on which Business Associate has relied prior to receipt. of such Notice.
12.Sccurity. Business Associate will (i) implement Administrative, Physical and Technical Safeguards that reasonably
and appropriate protect the confidentiality, integrity and availability of the Electronic Protected Health Information that it
creates, receives, maintains, or transmits on behalf of Covered Entity; and (ii) ensure that. any agent, including a subcontractor,
to whom it provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to
protect such information. Further, as of the date required by ARRA, Business Associate shall comply with the standards and
implementation specifications set forth in 4;5 C.F.R. §§ 164.308, 164.31(1, 164.312 and 164.316 with respect to such
Administrative, Physical and 'lec:ltnical Safeguards.
l 3.'i'erm and Termination.
13.1'ibis BAA shall commence on the effective date of the Agreement and shall remain in effect until
terminated in accordance with the terms of this Section 13, provided, however, that. any termination shall not affect the
respective obligations or rights of the parties arising under this BAA prior to the effective date of termination, all of which shall
continue in accordance with their terms.
13.2C'overed Entity shall have the right to terminate this BAA for any reason upon thirty (30) days written
notice to Business Associate.
13.3Covered Entity, at its sole discretion, may immediately terminate this I3AA and shall have no further
obligations to }3usiness Associate hereunder it' any of the fallowing events shall have occurred and be continuing:
(i)Business Associate shall fail to observe or perform any material covenant or agreement contained in this
BAA for ten (1 t}) days after written notice thereof has been given to Business Associate by Covered Entity; or
(ii)A violation by Business Associate of any provision of the Privacy Standards, Security Standards, or other
applicable federal or state privacy law.
I 3AUpon the termination of the Agreement, this BAA shall terminate simultaneously without additional
notice.
13.5Upon termination of this BAA for any reason, Business Associate agrees either to return to Covered
Entity or to destroy all PHI received from Covered Entity or otherwise created through the performance of the Agreement
Services for Covered Entity, that is in the possession or control of Business Associate or its agents_ In the case of information
far which it is not feasible to' return or destroy," Business Associate shall continue to comply with the covenants in this BAA
with respect to such PHI and shall comply with other applicable state or federal law, which may require a specific period of
retention, redaction, or other treatment, Termination of this BAA shall be cause for Covered Entity to terminate the Agreement.
I4 Compliance with Red Flag Policies. Covered Entity shall provide to Business Associate any policies and
procedures adopted by the Covered Entity to detect, prevent and mitigate the risk of identity theft in accordance with the "Rcd
Flag Rules" promulgated by the Federal Trade Commission, as well as any amendments to such policies and procedures.
Business Associate agrees that it will abide by such policies and procedures, and ally amendments to such policies and
procedures of which it is aware, in rendering the Agreement Services to Covered Entity.
15.Miscellaneous,
15.1106m All notices, requests, demands and other communications required or permitted to be given or
made under this BAA shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by @pers onal
delivery; (ii) certified or registered United States mail, return receipt requested; or (iii) overnight delivery service with proof
of delivery. Notices shall be sent to the addresses below.
Business Associate:Luminare Incorporated
2454 Holcombe Blvd, Suite X Houston, Tx 77025
Attention:
Sarma Velamuri
Covered Entity:City of Pearland
3519 Liberty Drive, Pearland, TX 77581
Attention: 1Z r.d.4C
15.2 Waiver. No provision of this BAA or any breach thereof shall be deemed waived unless such waiver is
in writing and signed by the party claimed to have waived such provision or breach. No waiver of a breach shall constitute a
waiver of or excuse any different or subsequent breach.
15.3Assignmelrl. Neither party may assign (whether by operation or law or otherwise) any of its rights or
delegate or subcontract any of its obligations under this BAA without the prior written consent of the other party.
Notwithstanding the foregoing, Covered Entity shall have the right to assign its rights and obligations hereunder to any entity
that is an affiliate or successor of Covered Entity, without the prior approval of Business Associate,
15.4Corrrpliance with ARRA; Agreement to Amend BAA. The parties agree that it is their intention (i) to
comply with the privacy and security provisions contained in Title XIII of ARRA and (ii) to incorporate those provisions into
this BAA to the extent required by ARRA. The parties further agree to amend this BAA to the extent necessary to comply
with state and federal laws, including without limitation, the Health insurance Portability and Accountability Act of 1996
("HIPAA") and ARRA, and any regulations promulgated or other guidance issued pursuant to HIPAA and ARRA.
15.5Entire Agreerrreot, This BAA constitutes the complete agreement between Business Associate and
Covered Entity relating to the matters specified in this BAA, and supersedes all prior representations or agreements, whether
oral or written, with respect to such matters. In the event of any conflict between the terms of this BAA and the terms of the
Agreement or any such later agreement(s), the terms of this BAA shall control unless the terms of such Agreement or later
agreement comply with the Privacy Standards and the Security Standards. No oral modification or waiver of any of the
provisions of this BAA shall be binding on either party. This BAA is for the benefit of, and shall be binding upon the parties,
their affiliates and respective successors and assigns. No third party shall be considered a third party beneficiary under this
BAA, nor shall any third party have any rights as a result of this BAA.
15,6GoveniingLaw, This BAA shall be governed by and interpreted in accordance with the. laws of the State
of Texas,
15.7Counterparis. This BAA may be executed in one or more counterparts, each of which shall he deemed
an original, but all of which together shall constitutu one and the same docunncnt. In making proof of this BAA, it shall not be
necessary to produce or account for more than one such counterpart executed by the party against whom cnforccmcnt of this
BAA is sought.
AGREED AND ACKNOWLEDGED:
BUSINESS ASSOCIATE:
Liam insre lncoiporat
Dy:
Name: S 'rma V .A ri
Title: C .O
COVERED ENTITY;
City of Pearland
Name: .sw.,s,4r, J, f;.5E
Title: .g/% 11"e'r 64ri, .rtr� FAG Y
ADDENDUM CLAUSES
UNIFORM ADMINISTRATIVE REQUIREMENTS
for
FEDERAL AND STATE GRANT FUNDED PROGRAMS
This addendum of clauses provides the applicable terms and conditions to be executed in the
event the City enters into an amended agreement with an existing contractor, for emergency
professional and/or general services necessary for response and/or recovery from the
Coronavirus pandemic disaster (COVID-I9), and federal anti/or State grant funding
requirements are imposed upon the City and an applicable Contractor/Consultant.
This addendum is being executed between the City of Pearland and l,uminarc Incorporated,
per contract scope of services designed to provide the emergency scope of work found in
Exhibit A.1 (attached). The original contract, dated January 29, 2021 is attached and now
subject to the additional requirements below, for the portion of work associated with the
scope of work found in Exhibit A.1.
INSTRUCTIONS:
1. Contractor Signs and Dates Assurances on Page K; and
2. Contractor and City Execute Addendum on Page 14.
I. FEDERAL UNIFORM REQUIREMENTS
Equal Opportunity
Per federal regulations in 41 CFR Part 60-1.4(C)(b), during the performance of this
contract, the CONTRACTOR:
(1) will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, nr national origin. The CONTRACTOR OR will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex, or national origin.
Such action shall include, but not be limited to the following: Employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection fbr training, including apprenticeship.
The 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) The 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) The CONTRACTOR will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract 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) The 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) The 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, or pursuant thereto, and will permit access to his books, records, and accounts by
the administering agency and the Secretary of Labor for purposes 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 contract or with any of the said rules, regulations, or orders, this contract
may be canceled, terminated, or suspended in whole or in part and the CONTRACTOR
may be declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in Executive Order 11246
of September 24, 1965, and such other sanctions as 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) The CONTRACTOR will include the option of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (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 1)246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor 01' vendor. The 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 a CONTRACTOR becomes
involved in, or is threatened with, litigation with a subcontractor or vendor 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 interests of the United States."
Davis -Bacon Act
The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor in
accordance with the Davis -Bacon Act as amended, the provisions of Contract Work I lours
and Safety Standards Act (4011.S.C. 327 et seq.) and all other applicable Federal, state and
local laws and regulations pertaining to labor standards insofar as those acts apply to the
2
perlbrmance of this Agreement. The CONI'RACI'OR agrees to comply with the Copeland
Anti -Kick Back Act (18 U.S.C. 874 ct seq.) and it's implementing regulations of the U.S.
Department of l.abor at 29 CFR Part 3. The CONTRACTOR shall maintain documentation
that demonstrates compliance with hour and wage requirements of this part. Such
documentation shall he made available to the Subrecipient for review upon request.
The CONTRACTOR agrees that, except with respect to the rehabilitation or construction
of residential property containing less than eight (8) units, all contractors engaged under
contracts in excess of $2,000.00 for construction, renovation or repair work financed in
whole or in part with assistance provided tinder this contract, shall comply with Federal
requirements adopted by the Subrecipient in 2 CFR Part 200, Appendix II, Ill), pertaining
to such contracts and with the applicable requirements ofthc regulations of the Department
of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of
apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under the regulations arc imposed by state or local law, nothing hereunder is
intended to relieve the CONTRACTOR of its obligation, if any, to require paymcnt of the
higher wage. The CONTRACTOR shall cause or require to be inserted in full, in all such
contracts subject to such regulations, provisions meeting the requirements of this
paragraph.
Copeland "Anti -Kickback" Act
(1) CONTRACTOR. The 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 he applicable, which are
incorporated by reference into this contract.
(2) Subcontracts. The CONTRAC'T'OR or subcontractor shall insert in any subcontracts the
clause above and such other clauses as the federal government may by appropriate
instructions require, and also a clause requiring the subcontractors to include these clauses
in any lower tier subcontracts. The prime CONTRACTOR shall he responsible for the
compliance by any subcontractor or lower tier subcontractor with all of these contract
clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the
contract, and for debarment as a CONTRACTOR and subcontractor as provided in 29
C:.F.R. § .5.12."
Contract Work Hours and Safety Standards Act
Applicability: This requirement applies to all federal grant an.d cooperative agreement programs.
Where applicable (see 40 U.S.C. § 3701), all contracts awarded by the non -Federal entity in excess
of $1 00,000 that involve the employment of mechanics or laborers must include a provision for
compliance with 40 1.1.S.C. §* 3702 and 3704, as supplemented by Department of Labor
regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II, § K.
:i
Under 40 U.S.C. § 3702, each CONTRACTOR must be required to 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.
The requirements of 40 U.S.C. § 3704 arc applicable to construction work and provide that no
laborer or mechanic must be required to work in surroundings or under working conditions which
are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of
supplies or materials or articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.
The regulation at 29 C.P.R. § 5.5(b) provides the required contract clause concerning compliance
with the Contract Work Hours and Safety Standards Act:
(1) Overtime requirements. The CONTRACTOR nor subcontractor contracting for any
part of the contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any workweek in which
he or she is employed on such work to work in excess of forty hours in such workweek
unless such laborer or mechanic receives compensation at a rate not less than one and one-
half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation
of the clause set forth in paragraph (I) of this section the CONTRACTOR and any
subcontractor responsible therefor shall he 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 paragraph (1) of 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 fn) th in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The City of Pcarland upon its
own action or upon written request of an authorized representative of the Department of
Labor withhold or cause to he withheld, from any moneys payable on account of work
perlbrmed 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 I lours 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.
(4) Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the
4
clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime
CONTRACTOR shall he responsible for compliance by any subcontractor or lower tier
subcontractor with the clauses set forth in paragraphs (1) through (4) of this section."
Rights to Inventions Made Under a Contract or Agreement.
Stafford Act 'Disaster Grants. This requirement does not apply to the Public Assistance, I lazard
Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling
Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal
Assistance to Individuals and Households - Other Needs Assistance Grant Program, as FEMA
awards under these programs do not meet the definition of "funding agreement."
If a 1'I :iMA award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the
non -Federal entity wishes to enter into a contract with a small business lirm or nonprofit
organization regarding the substitution of patties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the non -Federal entity must
comply with the requirements of 37 C.F. R. Part 401 (Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200,
Appendix II, § F.
The regulation at 37 C.F.R. § 401.2(a) currently defines "funding agreement" as any contract,
grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee
Valley Authority, and any contractor for the performance of experimental, developmental, or
research work funded in whole or in part by the Federal government. This term also includes any
assignment, substitution of pm tics, or subcontract of any type entered into for the performance of
experimental, developmental, or research work under a funding agreement as defined in the first
sentence of this paragraph.
Debarment and Suspension.
Applicability: This requirement applies to all federal grant and cooperative agreement programs.
Non-federal entities and contractors are subject to the debarment and suspension regulations
implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order
12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland
Security's regulations at 2 C.F.R. Part 3000 (Non -procurement Debarment and Suspension).
These regulations restrict awards, subawards, and contracts with certain parties that are debarred,
suspended, or otherwise excluded from or ineligible for participation in Federal assistance
programs and activities. See 2 C.F.R. Part 200, Appendix II, § I; and Chapter N, § 6.d and
Appendix C, § 2. A contract award must not be made to parties listed in the SAM Exclusions.
SAM Exclusions is the list maintained by the General Services Administration that contains the
names of patties debarred, suspended, or otherwise excluded by agencies, as well as patties
declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM
5
exclusions can he accessed at www.sam.gov. See 2 C.F.R. § 180.530; Chapter IV, § 6.d and
Appendix C, § 2.
In general, an "excluded" party cannot receive a Federal grant award or a contract within the
meaning of a "covered transaction," to include suhawards and subcontracts. This includes panics
that receive Federal funding indirectly, such as contractors to recipients and subrecipients.'I'hc key
to the exclusion is whether there is a "covered transaction," which is any non -procurement
transaction (unless excepted) at either a "primary" or "secondary" tier. Although "covered
transactions" do not include contracts awarded by the Federal Government for purposes of the
non -procurement common rule and D11S's implementing regulations, it does include some
contracts awarded by recipients and subrecipient.
Specifically, a covered transaction includes the Following contracts for goods or services:
(1) The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.
(2) The contract requires the approval of the awarding federal agency, regardless of
amount.
(3) The contract is for federally -required audit services.
(4) A subcontract is also a covered transaction if it is awarded by the contractor of a
recipient or subrecipient and requires either federal approval, or is in excess of $25,000.
This contract 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 CONTRAC'T'OR, 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) 01' disqualified (defined at 2 C.F.R. § 180.935).
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.
'Ibis certification is a material representation of fact relied upon by (insert name of subrecipient).
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 the Texas Division of Emergency
Management (TI)EM) and/or the City, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment.
The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pl. 180, subpart C and
2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that
may arise from this offer. The bidder or proposer further agrees to include a provision requiring
such compliance in its lower tier covered transactions."
Byrd Anti -Lobbying Amendment.
6
Applicability: This requirement applies to all federal grant and cooperative agreement programs.
Contractors that apply or hid for an award of $100,000 or more must file the required certification.
See 2 C.F.R. Part 200, Appendix 11, § J; 44 C.F.R. Part 18; Chapter N, 6.c; Appendix C, § 4.
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. See Chapter IV, § 6.c and Appendix C, § 4.
Per the Byrd Anti -Lobbying Amendment. 31 U.S.C. § 1352 (as amended), should the
CONTRACTOR bid for an award of $100,000 or more, the CONTRACTOR shall file 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 shall 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 recipient.
Certification Regarding Lobbying
The undersigned CONTRACTOR certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into
of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will he paid to any
person fin• influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all suhawards at all tiers (including subcontracts, subgrants, and
contracts tinder grants, loans, and cooperative agreements) and that all subrecipicnts shall
certify and disclose accordingly.
phis certification is a material representation of fad upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying
Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such Ihilure.
The CONTRACTOR, Carver lingineering, certifies or affirms the truthfulness and accuracy of
each statement of its certification and disclosure, if any. In addition, the Contractor understands
and agrees that the rovisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure,
if any,
Signature f J 1R.A.C10R's Authorized Official
Name and Title of CONTRACTOR's Authorized Official
Date
Procurement of Recovered Materials.
Applicability: This requirement applies to all federal grant and cooperative agreement programs.
A non -Federal entity that is a state agency or agency of a political subdivision of a state and its
contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub, I No. 89-272
(1965) (codified as amended by the Resource Conservation and Recovery Act at 42 11.S.C. §
6962), See 2 C.F.R. Part 200, Appendix 11, § K; 2 C.I .R. § 200.322; Chapter V, § 7.
The requirements of Section. 6002 include procuring only items designated in guidelines of the
EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable,
consistent with maintaining a satisfactory level of II competition, where the purchase price of the
item. exceeds 510,000 or the value of the quantity acquired by the preceding fiscal year exceeded
$10,000; procuring solid waste management services in a manner that maximizes energy and
resource recovery; and establishing an affirmative procurement program for procurement of
recovered materials identified in the liPA guidelines.
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 he acquired:
(1) Competitively within a timeframe providing for compliance with the contract
performance schedule;
(2) Meeting contract performance requirements; or
(3) At a reasonable price.
Information about this requirement is available at EPA's Comprehensive Procurement Guidelines
web site, htlp://www.cpa.gov/cpg/. The list of EPA -designate items is available at
http://www.epa.gov/cpg/prodticls.htm ...
Additional Federal Requirements.
The Unilbrm Rules authorize the federal government to require additional provisions lbr non -
Federal entity contacts. Pursuant to this authority, the following are required:
Changes,
To he eligible for federal assistance under the non -Federal entity's grant or cooperative
agreement, the cost of the change, modification, change order, or constructive change must
be allowable, allocable, within the scope of its grant or cooperative agreement, and
reasonable for the completion of project scope. It is recommended, therefore, that a non -
Federal entity include a changes clause in its contract that describes how, if at all, changes
can he made by either party to alter the method, price, or schedule of the work without
breaching the contract. The language of the clause may differ depending on the nature of
the contract and the end -item procured.
Access to Records.
The following access to records requirements apply to this contract:
(1) The contractor agrees to the City of Pearland, Texas Division of Emergency
Management (I'I)I;M), the PIMA Administrator, the Comptroller General of the
United States, and the Secretary of the ES. Treasury, or any of their authorized
representatives access to any books, documents, papers, and records of the
CONTRACTOR which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts, and transcriptions.
(2) The 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) The CONTRACTOR agrees to provide the federal government or an authorized
representatives access to construction or other work sites pertaining to the work
being completed under the contract."
Seals, Logos, and Flags.
The CONTRACTOR shall not use the seal(s), logos, crests, or reproductions of flags or
likenesses of any federal, State or local agency without specific pre -approval from any such
agency; particularly, as it relates to DHS Standard Terms and Conditions, v 3.0, § XXV
9
(2013).
Compliance with Federal. Law, Regulations, and Executive Orders.
This is an acknowledgement that federal linancial assistance will be used to fund the
contract only. The CONTRACTOR will comply will all applicable federal law,
regulations, executive orders, federal policies, procedures, and directives.
No Obligation by Federal Government.,
The Federal Government is not a party to this contract and is not subject to any obligations
or liabilities to the non -Federal entity, contractor, or any other patty pertaining to any
matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related. Acts.
The contractor acknowledges that 31 U.S.C. Chap. 3S (Administrative Remedies for False
Claims and Statements) applies to the contractor's actions pertaining to this contract.
II. STATE: Or TEXAS ASSURANCES
As the Grantee, the CITY requires that the CONTRACTOR certify that CONTRACTOR
shall:
A. comply with Texas Government Code, Chapter 573, by ensuring that no officer,
employee, or member of the grantee's governing body or of the grantee's contractor
shall vote or confirm the employment of any person related within the second
degree of affinity or the third degree of consanguinity to any member of the
governing body or to any other officer or employee authorized to employ or
supervise such person. This prohibition shall not prohibit the employment of a
person who shall have been continuously employed for a period of two years, or
such other period stipulated by local law, prior to the election or appointment of the
officer, employee, or governing body member related to such person in the
prohibited degree.
B. insure that all information collected, assembled, or maintained by the grantee
relative to a project will he available to the public during normal business hours in
compliance with Texas Government Code, Chapter 552, unless otherwise expressly
prohibited by law.
C. comply with Texas Government Code, Chapter 551; which requires all regular,
special, or called meetings of governmental bodies to be open to the public, except
as otherwise provided by law or specifically permitted in the Texas Constitution.
I). comply with Section 231.006, Texas Family Code, which prohibits payments to a
person who is in arrears on child support payments.
fi. not contract with or issue a license, certificate, or permit to the owner, operator, or
administrator of a facility if the grantee is a health, human services, public safety,
or law enforcement agency and the license, permit, or certificate has been revoked
by another health and human services agency or public safety or law enforcement
agency.
F. comply with all rules adopted by the Texas Commission on I.aw Enforcement
pursuant to Chapter 1701, Texas Occupations Code, or shall provide the grantor
agency with a certification from the'I'exas Commission on Law Enforcement that
the agency is in the process of achieving compliance with such rules if the grantee
is a law enforcement agency regulated by Texas Occupations Code, Chapter 1701.
C4. follow all assurances. When incorporated into a grant award or contract, standard
assurances contained in the application package become terms or conditions for
receipt of grant funds. Administering state agencies and grantees shall maintain an
appropriate contract administration system to ensure that all terms, conditions, and
specifications arc met. (Sec 1.1OMS Section .36 for additional guidance on contract
provisions).
11. comply with the Texas Family Code, Section 261.101, which requires reporting of
all suspected cases of child abuse to local law enforcement authorities and to the
Texas Department of Child Protective and Regulatory Services. Grantee shall also
ensure that all program personnel arc properly trained and aware of this
requirement.
I. comply with all federal statutes relating to nondiscrimination. These include but are
not limited to:
(a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits
discrimination on the basis of race, color, or national origin;
(h) Title IX of the Education Amendments of 1972, as amended (20 l J.S.C.
§§1681-1683, and 1685-1686), which prohibits discrimination on the basis
of sex;
(c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C.
§794), which prohibits discrimination on the basis of handicaps and the
Americans with Disabilities Act of 1990 including Titles 1,11, and Ill of the
Americans with Disability Act which prohibits recipients from
discriminating on the basis of disability in the operation of public entities,
public and private transportation systems, places of public accommodation,
and certain testing entities, 44 U.S.C. §§ 12101-12213;
(d) the Age Discrimination Act of 1974, as amended (42 U.S.C. §§6101-
6107), which prohibits discrimination on the basis of age;
(e) the Drug Abuse Office and Treatment Act of 1972 (RI,. 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse;
(0 the Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment, and Rehabilitation Act of 1970 (P.L. 91-616), as amended,
relating to the nondiscrimination on the basis of alcohol abuse or
alcoholism;
(g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C.
§§290dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patient records;
(h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 ct seq.), as
amended, relating to nondiscrimination in the sale, rental, or financing of
housing;
(i) any other nondiscrimination provisions in the specific statute(s) under
which application for Federal assistance is being made; and
(j) the requirements of any other nondiscrimination statute(s) which may
apply to this Grant.
J. comply, as applicable, with the provisions of the Davis -Bacon Act (40 U.S.C.
§§276a to 276a-7), the Copeland Act (40 U.S.C. §276c and 18 U.S.C. §874), and
the Contract Work I tours and Safety Standards Act (40 U.S.C. §§327-333),
regarding labor standards for federally assisted construction subagreements.
K. comply with requirements of the provisions of the Uniform Relocation Assistance
and Real Property Acquisitions Act of 1970 (P.l.. 91-646), which provide for fair
and equitable treatment of persons displaced or whose property is acquired as a
result of Federal or federally assisted programs. These requirements apply to all
interests in real property acquired for project purposes regardless of Federal
participation in purchases.
L. comply with the provisions of the I latch Political Activity Act (5 U.S.C. §§7321-
29), which limit the political activity of employees whose principal employment
activities are funded in whole or in part with Federal funds.
M. comply with the minimum wage and maximum hours provisions of the Federal Fair
Labor Standards Act and the Intergovernmental Personnel Act of 1970, as
applicable.
N. insure that the facilities under its ownership, lease, or supervision which shall be
utilized in the accomplishment of the project are not listed on the Environmental
Protection Agency's (EPA) list of Violating Facilities and that it will notify the
Federal grantor agency of the receipt of any communication from the Director of
the EPA Office of Federal Activities indicating that a facility to be used in the
project is under consideration for listing by the EPA (EO 11738).
O. comply with the flood insurance purchase requirements of Section 102(a) of the
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Flood Disaster Protection Act of 1973, Public 1.aw 93-234. Section 102(a) requires
the purchase of flood insurance in communities where such insurance is available
as a condition for the receipt of any Federal financial assistance for construction or
acquisition proposed for use in any area that has been identified by the Secretary of
the Department of I lousing and Urban Development as an area having special flood
hazards.
P. comply with environmental standards which may be prescribed pursuant to the
following: (a) institution of environmental quality control measures under the
National Environmental Policy Act of 1969 (P.1.. 91-190) and Executive Order
(EU) 11514; (b) notification of violating facilities pursuant to FO 11738; (c)
protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in
floodplains in accordance with I O 11988; (e) assurance of project consistency with
the approved state management program developed under the Coastal Zone
Management Act of 1972 (16 U.S.C. §§1451 et seq.); (1 conformity of federal
actions to State (Clear Air) Implementation Plans under Section 176(c) of the Clear
Air Act of 1955, as amended (42 U.S.C. §§7401 ct seq.); (g) protection of
underground sources of drinking water under the Safe Drinking Water Act of 1974,
as amended (P.1.. 93-523); and (h) protection of endangered species under the
Endangered Species Act of 1973, as amended (P.L. 93-205).
Q.
comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§1271 ct seq.)
related to protecting components or potential components of the national wild and
scenic rivers system.
R. assist the awarding agency in assuring compliance with Section 106 of the National
Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593
(identification and protection of historic properties), and the Archaeological and
I listoric Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq.).
S. comply with the I.ahoratory Animal Welfare Act of 1966 (P.L. 89-544, as amended,
7 U.S.C. §§2131 et seq.) which requires the minimum standards of care and
treatment for vertebrate animals bred for commercial sale, used in research,
transported commercially, or exhibited to the public according to the Guide for Care
and Use of Laboratory Animals and Public Health Service Policy and Government
Principals Regarding the Care and Use of Animals.
T. comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et
seq.) which prohibits the use of lead -based paint in construction or rehabilitation of
residential structures.
U. comply with the Pro -Children Act of 1994 (Public Law 103-277), which prohibits
smoking within any portion of any indoor facility used for the provision of services
for children.
V. comply with all federal tax laws and are solely responsible for filing all required
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state and federal tax forms.
W. comply with all applicable requirements of all other federal and state laws,
executive orders, regulations, and policies governing this program.
X. adopt and implement applicable provisions of the model HIV/AIDS work place
guidelines of the Texas Department of Health as required by the Texas Health and
Safety Code, Ann., Sec. 85.001, et seq.
Y. comply with the Drug -Free Workplace Rules established by the Texas Worker's
Compensation Commission effective April 17, 1991.
and,
Z. certify and assure that its principals are eligible to participate and have not been
subjected to suspension, debarment, or similar ineligibility determined by any
federal, state, or local governmental entity and it is not listed on a state or federal
government's terrorism watch list as described in Executive Order 13224. Entities
ineligible for federal procurement have Exclusions listed at
https://wwvcsam.gov/portalipubliciSAM/.
III. U.S. TREASURY COMPLIANCE - § 601(d) SOCIAL SECURITY ACT
The CONTRACTOR shall, to the extent feasible and applicable, cooperatively comply with the
terms and conditions of the CARES Act and the State of Texas Coronavirus Relief Fund (CRF) as
applicable to the CITY, adhering to any of the required tiered compliance with applicable rules
and regulations in the Act that pass through the CITY to the CONTRACTOR (attached).
This CON I'KACT shall not be assignable except upon the written consent of the parties hereto.
City of Pearland Authorized Official
14F440 el. !a .45
Name of Authorized Official
Signature
ec
Date
Confractar Authorized Official
Nanic cil vial
Date
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