HomeMy Public PortalAboutAgreement_2/16/2021to _Herald Christian Health Center_COVID Vaccination Clinic_FAGILITY USE AGREEMENT
BY AND BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
HERALD CHRISTIAN HEALTH CENTER
This Facility Use Agreement ("Agreement") is made and entered into this 17th day of
February, 2021 (Effective Date") by and between the City of Temple City, a municipal
corporation ("City") and the Herald Christian Health Center, a non-profit community clinic
("HCHC"). City and HCHC are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as "Parties."
RECITALS
WHEREAS, City is the owner of Live Oak Park with a right to transfer use of certain
facilities ("Facility") within Live Oak Park to HCHC at certain times during the term of this
Agreement; and
WHEREAS, on March 4, 2020, the Los Angeles County Board of Supervisors
declared a Local and Public Health Emergency ("Emergency") following the introduction
of the Coronavirus Disease 19 ("COVID-19) cases in Los Angeles County; and
WHEREAS, as a result of such Emergency, (i) HCHC desires to use the Facility at
certain times during the term of the Agreement for COVID-19 related services, including
vaccination administration, and (ii) City has no use for the Facility during the term of
Engagement (as defined below)and, therefore, desires to permit HCHC to use the Facility
for such purposes.
NOW, THEREFORE, in consideration of the foregoing and mutual promises and
covenants made by the Parties and contained here and other consideration, the value
and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1.FACILITY USE
(a) ENGAGEMENTS. For each consecutive period of time when HCHC
desires to use the Facility in accordance with the terms of the Agreement (each an
"Engagement"), HCHC and City will fill out and execute the form substantially similar to
the form in Exhibit A (Engagement Order), which will include, among others, the specific
Facility location within Live Oak Park, duration of the Engagement, hours of use ("Hours
of Use") of the Facility by HCHC (as defined below), responsibilities of each Party during
and relating to the Engagement, and personnel administering the Engagement on behalf
of each Party. Each such executed form will be an "Engagement Order" for Facility use
under the Agreement.
(b) SCOPE OF USE. City hereby grants to HCHC, including its officers,
employees, contractors, agents and volunteers, as well as HCHC's patients, clients,
invitees, visitors and other users of Facility, during the term of the Agreement, the right to
enter onto, access, occupy and use the Facility for the duration of the Engagement during
the Hours of Use. Permissible uses of the Facility by HCHC include COVID-19
vaccination administration, related services and supporting tasks. Notwithstanding Hours
of Use specified in an Engagement Order, City and HCHC may agree in writing to different
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and/or additional Hours of Use for the Engagement, including time period and/or days for
permissible uses of the Facility by City and HCHC.
(c) GOOD CONDITION. At the conclusion of each Engagement, HCHC will
return the Facility in the same condition it was prior to commencement of Engagement,
except for normal wear and tear and as otherwise agreed by the Parties. The Parties
shall cooperate with each other to address repair of damages to the Facility caused by
the HCHC during engagements with no fault of City. HCHC will not make alterations to
the Facility, unless otherwise authorized by City.
(d) ADMINISTRATION OF AGREEMENT. Each Party shall administer this
Agreement and its performance through the representatives identified in Exhibit B
(Ad m i n istration of Agreement).
(e) COMPENSATION. There is no cost to HCHC for its use of the Facility
during the term of this Agreement or during the set up or shutting down of the Facility.
SECTION 2.TERM AND TERMINATION
(a) TERM. The term of this Agreement shall commence upon the Effective
Date (as defined above) and shall continue in full force and effect until and through June
30, 2021 ("Expiration Date"), unless sooner terminated as provided herein below or
extended upon mutual agreement of the Parties.
(b) TERMTNATTON
i. Termination for Convenience. This Agreement may be terminated
by either Party for convenience upon written notice to the other Party given at least
ten (10) days prior to the requested termination date, provided, however that City
may not terminate the Agreement for convenience during any executed, but
incomplete Engagement. HCHC may terminate any executed Engagement Order
before the completion of the Engagement.
ii. Termination for Material Breach. Either Party may also terminate
this Agreement upon breach by the other Party of any material provision of the
Agreement, provided such breach continues for ten (10) days (or such additional
time as the non-breaching party reasonably determines is required to cure the
breach, so long as good faith steps are being taken to correct the breach) after
receipt by the breaching Party of written notice of such breach from the non-
breaching Party. For purposes of this paragraph, the Parties shall take into
consideration any Engagement that may be active at the time of the breach.
iii. Regulatory Non-Compliance. HCHC may terminate this Agreement
immediately upon written notice to the City in the event of City's loss of essential
accreditation, license or permit required by law for permissible use of the Facility
under this Agreement, which may substantially impact the ability of HCHC to use
the Facility for intended purposes.
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sEcTroN 3.RESPONSIBILITIES
(a) CITY'S RESPONSIBILITIES
i. Maintenance. Except as may otherwise be specified in an
Engagement Order, City shall be responsible for, and pay all costs of and
incidental to, the proper maintenance of the Facility, including but not limited to:
utilities, including water, gas, and electricity; and, to the extent applicable, janitorial
and cleaning services, maintenance of the building exterior, grounds, common
areas and parking, trash collection and security, all in compliance with applicable
standards, laws, regulations and ordinances. City, therefore, agrees at its expense
to keep and maintain the Facility in good repair, including, to the extent applicable,
the interior walls, floors, ceilings, ducts, utilities air conditioning, heating, lighting,
plate glass, plumbing, sprinkler system, exterior walls, electrical systems, doors,
etc.
ii. Parking. Parking for accessing and entering the Facility by HCHC
shall be provided at no cost and is included within the scope of this Agreement and
each Engagement.
iii. Permits. Each of City and HCHC shall obtain all applicable federal,
state, county, local and other permits (building, fire, health and safety,
environmental, etc.) necessary to fulfill the respective obligations under the
Agreement and its purpose. Consistent with the foregoing, City hereby grants to
HCHC a permit to use the Facility for COVID-19 related services as specified in
the Agreement and each applicable Engagement Order.
iv. Personnel. City will provide personnel (staff and volunteers) to fill
non-clinical positions to manage the Facility, security, traffic control, parking
management and line control.
v. Equipment. City will provide tables, chairs and canopies for each
Engagement. City will provide access to power and use of a refrigerator in the
Community Center for vaccine storage. City will set up barricades, cones,
delineators and temporary fencing for traffic and crowd control and to display
directional and informational signage.
(b) HCHC'S RESPONSIBILITIES. Except as may otherwise be specified in an
Engagement Order, HCHC shall be responsible for setting up, operating, and shutting
down the clinic operational area at the Facility; maintaining HCHC or its agents' owned
or provided furniture, equipment, systems, etc.; appointing a designee to administer and
oversee all COVID-19 related activities performed by HCHC orits agents and serve as
day-to-day point of contact to the City; treatment and removal of medical and
biohazardous waste from premises; and provision of COVID-19 service related products,
including vaccine.
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SECTION 4.INDEMNIFICATION
(a) HCHC INDEMNITY. To the extent allowable by law, HCHC shall indemnify,
defend, and hold harmless City and its officers, employees, contractors, agents and
volunteers from and against any and all liability, loss, damage, expense, costs (including
reasonable attorneys'fees) or claims for injury or property damages to the extent arising
out of or in connection with HCHC's acts and/or omissions arising from or related to this
Agreement, including use of Facility by HCHC, and HCHC's breach of this Agreement.
This provision shall survive the expiration or termination of the Agreement.
(b) CITY INDEMNITY. To the extent allowable by law, City shall indemnify,
defend, and hold harmless HCHC, including its officers, employees, contractors, agents
and volunteers, against any and all liability, loss, damage, expense, costs (including
reasonable attorneys'fees) or claims for injury or property damages to the extent arising
out of or in connection with City's acts and/or omissions arising from or related to this
Agreement, including City's obligations to maintain the Facility, and City's breach of the
Agreement. This provision shall survive the expiration or termination of the Agreement.
sEcTtoN 5.INSURANCE
(a) Each of City and HCHC, at its sole cost and expense, shall insure its
activities and obligations in connection with this Agreement by obtaining, and keeping in
force and maintaining during the term of the Agreement a program of insurance, including
self-insurance, that is comprised of all applicable and needed coverages with appropriate
limits based on the scope of activities and obligations under the Agreement.
HCHC shall maintain limits of insurance no less than:
i. General Liability. HCHC shall maintain commercial general liability
insurance with coverage at least as broad as Insurance Services Office form CG
00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must
include contractual liability that has not been amended. Any endorsement
restricting standard ISO "insured contract" language will not be accepted. The City,
its officers, officials, agents, employees, and volunteers shall be included as
additional insureds on the policy.
ii. Workers' Gompensation. HCHC shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least $1,000,000).
iii. Automobile Liability. HCHC shall maintain automobile insurance at
least as broad as lnsurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of HCHC arising out of or in connection with
services to be performed under this agreement, including coverage for any owned,
hired, non-owned or rented vehicles, in an amount not less than $1,000,000
combined single limit for each accident.
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iv. Medical Services Professional Liability. HCHC shall provide
evidence of professional liability insurance on a policy form appropriate to HCHC's
profession. Limits shall be no less than $1,000,000 per claim and in the aggregate.
(b) PRIMARY/NON-CONTRIBUTING. Coverage provided by HCHC shall be
primary and any insurance or self-insurance procured or maintained by the City of Temple
City shall not be required to contribute with it.
(c) WAIVER OF SUBROGATION. All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive subrogation against the
City of Temple City, its elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow applicant or others providing insurance evidence in
compliance with these specifications to waive their right of recovery prior to a loss.
(d) ACCEPTABLE INSURERS. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or is on the List of Approved Surplus Line Insurers in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class Vll (or larger) in accordance with the latest edition of Best's Key Rating
Guide, unless otherwise approved by the City's Risk Manager.
(e) REQUIREMENTS NOT LlMlTlNG. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type. lf HCHC maintains
higher limits than the minimums shown above, City requires and shall be entitled to
coverage for the higher limits maintained by HCHC. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
City.
SECTION 6.INDEPENDENT STATUS
This Agreement is by and between City and HCHC and is not intended, and shall
not be construed, to create the relationship of agent, seryant, employee, partnership, joint
venture or association as between City and HCHC. Each of City and HCHC understands
and agrees to bear the sole responsibility and liability for administering the Workers'
Compensation benefits to any person deemed legally entitled to such benefits for injuries
arising from or connected with this Agreement.
SECTION 7.NON.DISCRIMINATION
City hereby assures that it shall not unlawfully discriminate, harass, or allow
harassment against any person, including, to the extent applicable, any employee,
student or applicant, because of sex, race, color, ancestry, religious creed, national origin,
sexual orientation, physical disability (including HIV and AIDS), mental disability, medical
condition, age, marital status, denial of family care leave or based on any other prohibited
basis.
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sEcTroN 8.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY
ACT OF 1996
City expressly acknowledges and agrees that this Agreement does not require or
permit access by City or any of its officers, employees, contractors, agents or volunteers
to any information that is deemed Protected Health Information ("PHl") under the Health
Insurance Portability and Accountability Act of 1996 ("HlPAA"). Notwithstanding the
foregoing, the Parties acknowledge that in the course of this Agreement, City or its
officers, employees, contractors, agents and/or volunteers may gain inadvertent access
to PHl. City understands and agrees that neither it, nor its officers, employees,
contractors, agents or volunteers, are to take advantage of such access for any purpose
whatsoever.
Additionally, in the event of such inadvertent access, City and its officers,
employees, contractors, agents and volunteers shall maintain the confidentiality of any
information obtained and shall notify HCHC that such access has been gained
immediately, or upon the first reasonable opportunity to do so. ln the event of any access,
whether inadvertent or intentional, City shall indemnify, defend, and hold harmless HCHC,
including its officers, employees, contractors, agents and volunteers, from and against
any and all liability, including but not limited to, actions, claims, costs, demands,
expenses, and fees (including attorneys') arising from or connected with City's or its
officers', employees', contractors', agents' or volunteers' access to PHl. City agrees to
inform its officers, employees, contractors, agents and volunteers providing services
related to the Facility used by HCHC pursuant to this Agreement regarding City's
obligations as described hereinabove.
SECTION 9.GENERAL PROVISIONS
(a) ASSIGNMENT. Neither City nor HCHC shall assign their rights, duties or
obligations under this Agreement, either in whole or in part, without the prior written
consent of the other Party.
(b) PUBLIC RECORDS ACT. This Agreement is subject to the California
Public Records Act ("PRA") under California Government Code S 6250, et seq. In the
event that a public disclosure request is made to view records related to the Agreement,
City and HCHC will review such records to determine if full or partial disclosure or
exemption is legally appropriate under the PRA. City understands for the purpose of the
PRA, records of a confidential nature should be clearly and appropriately marked as
"Confidential", "Proprietary" and/or "Trade Secret". HCHC shall not in any way be liable
or responsible for the disclosure of any such records including, without limitation, those
marked, if disclosure is required by law or by an order issued by a court of competent
jurisdiction.
(c) SEVERABILITY. lf any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never been part of the Agreement,
and the remaining provision shall remain in full force and effect unaffected by such
severance, provided that the severed provision(s) are not material to the overall purpose
and operation of this Agreement.
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(d) WAIVER. Waiver by either Party of any breach of any provision of this
Agreement shall not be construed as a waiver of any subsequent breach of the same or
any other provision. The failure to exercise any right hereunder shall not operate as a
waiver of such right. All rights and remedies provided her herein are cumulative.
(e) INTERPRETATION. The Exhibits attached hereto and any executed
Engagement Orders are incorporated herein by reference and made part of this
Agreement. ln the event of any conflict or inconsistency between the provision f this base
document (hereinafter "Base Agreement") and the Exhibits of any executed Engagement
Orders or among Exhibits and the executed Engagement Orders, such conflict or
inconsistency shall be resolved by giving precedence first to the Base Agreement, then
to the Exhibits in alphabetical order and then to the executed Engagement Orders.
Notwithstanding the foregoing, in the event of any conflict on inconsistency between City's
or HCHC's responsibilities specified in the Agreement and any Engagement Order, the
corresponding responsibilities specified in the Engagement Order shall prevail.
(0 MoDlFlcATloNS AND AMENDMENTS. This Agreement may be
amended or modified at any time by mutual written consent of the authorized
representatives of both Parties.
(g) AUTHORITY. Each of City and HCHC represents and warrants that it has
full power and authority to execute and fully perform its obligations under this Agreement
and that each person executing this Agreement of its behalf is the duly designated agent
of the Party and is authorized to do so.
Notwithstanding the foregoing, HCHC acknowledges and agrees that City's
approval is subject to ratification by its City Council.
(h) APPLICABLE LAWS. Each of City and HCHC shall comply with all
applicable federal, state and local laws, rules, regulations, ordinances, directives and
guidelines as they apply to each Party's activities and obligations under the Agreement.
This Agreement shall be governed in all respects by the laws of the State of California
and venue for any disputes hereunder shall be in the County of Los Angeles, California.
(i) NOTICES. All notices required under this Agreement shall be deemed to
have been fully given when made in writing and deposited in the United States mail or by
electronic mail and addressed to the persons identified in Exhibit B (Administration of
Agreement).
0) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, and no other representations or understandings
of the parties shall be binding unless executed in writing by all Parties.
(k) EXECUTION OF AGREEMENT. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Facility Use Agreement.
(l) ELECTRONIC SIGNATURES. City and HCHC agree to consider facsimile
and electronic versions of original signatures of authorized personnel of each Party to
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have the same force and effect as original signatures, such that the parties need not
follow up facsimile or electronic transmissions of executed documents with original wet-
signature versions.
lN WITNESS WHEREOF, City and HCHC by their duly authorized signatures have
caused this Agreement to be effective on the Effective Date as defined above.
CITY OF TEMPLE CITY
By
Bryan Cook, City Manager
Date
HERALD CHRISTIAN HEALTH CENTER
J
Carolin Eng, Interim
ATTEST:APPROVED AS TO FORM:
By By
Peggy Kuo, City Clerk Greg Murphy, City Attorney
By
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March 1, 2021
EXHIBIT "A"
ENGAGEMENT ORDER
1. FACILITYSPECIFICATIONS
Facility Name:
Live Oak Park
Location/Address:
10144 Boque Street, Temple Citv, CA 91780
Engagement Duration:
Start Date: March 4 ,2021
,2021End Date: March 5
Hours of Use:
7:00 a.m. - 7:00 p.m., Wednesdav throuqh Fridav
2. ADMINISTRATION OF ENGAGEMENT
Name:an Cook
Title:Ma
Phone Number: (626\ 285-2171
Email:
Address: 9701 Las Tunas Drive, Temple Citv, CA 91780
Name:Emilv Szeto
Chief Administration Officer
Phone Number: (626) 286-8700
Email:
Address:8841 Garvev Ave., Rosemead, CA91770
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FACILITY SITE PLAN
Page'10 of 13
4.ENGAGEMENT RESPONSI BILITIES
City's Responsibilities
In addition to other responsibilities of City and/or in lieu of responsibilities of
HCHC specified in the Agreement, City will be responsible for the following
during the term of this Engagement:
1. Providing venue.
2. Providing personnel (staff and volunteers) for non-clinical positions.
a. Securityb. Traffic Control
c. Parking Management
d. Line Control
e. Facility Support/Maintenance
3. Providing tables, chairs and shade canopies.
4. Providing barricades, cones, delineators and temporary fencing for traffic
and crowd control and to display event directional and informational
signage.5. Providing electrical Power.G. Providing use of a room (Acorn 2) and refrigerator in the Community
center for use by the on-site physician and for vaccine storage.
HCHC's Responsibilities
In addition to other responsibilities of HCHC and/or in lieu of responsibilities of
City specified in the Agreement, HCHC will be responsible for the following
during the term of this Engagement:
1. Providing oversight of vaccination operations.
2. Providing clinical staff for vaccination operations.
3. Removing all medical and biohazardous waste from the premises'
(A)
(B)
APPROVED
City of Temple Gity Herald Christian Health Center
Signature - City's Project Manager Signature - HCHC's Project Manager
Brvan Ariizumi I Anthonv Enq
Print Name Print Name
Public Safetv Supervisor I Proiect Manaqer
Tile I Title
DateDate
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EXHIBIT "B''
ADMI NISTRATION OF AGREEMENT
CITY'S ADMINISTRATION
*Nofices shall be sent to the City's Authorized Official, with a copy to the City's Project
Manager and Operations Manager.
Name:Ariizumi
Title:Public Safetv Supervisor
Address: 9701 Las Tunas Drive, Temple Citv, CA 91780
Phone Number: rc26\285-2171. ext.4342 Facsimile: N/A
Email Address: bariizum
Title:Parks and Recreation Director
Address: 10144 Bogue Street, Temple City, CA 91780
Phone Number: (626\285-2171. ext. Facsimile: N/A
EmailAddress:
Name: Brvan Cook
Title:
Address: 9701 Las Tunas Drive, Temple City, CA 91780
Phone Number: (626) 285,2171, ext. Facsimile: N/A
Email Address:
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EXHIBIT "B''
ADMINISTRATION OF AG REEMENT
HCHC'S ADMINISTRATION
*A/ofices shatt be sent to HCHC's Authorized Official, with a copy to the HCHC's Project
Manager.
Name:
8841 Garvev Ave., Rosemead, CA 91770
Phone Number: (626) 380-6999 Facsimile: (626) 286-8650
Email Address:
Interim CEO
8841 Garvev Ave., Rosemead, CA91770
Phone Number: (62d 216-4560 Facsimile: (626) 286-8650
Email Address:
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