HomeMy Public PortalAboutC-20-056 - U.S. Health Fairs.org Memorandum of Understanding, Drive-Thru COVID-19 Testing at Civic CenterMEMORANDUM OF UNDERSTANDING
BY AND BETWEEN
CITY OF CARSON AND U.S. HEALTH FAIRS.ORG
FOR A DRIVE-THRU COVID-19 TESTING FACILITY AT THE CARSON CIVIC CENTER
This Memorandum of Understanding (MOU or Agreement) is entered into effective April
27, 2020 (the Effective Date), by and between the City of Carson, a municipal corporation (City)
l and U.S. Health Fairs.org, a 501(c)(3) nonprofit corporation (US Health). City and US Health may
1 be referred to, individually or collectively, as a Party or the Parties.
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WHEREAS, the City Council of the City of Carson declared a local state of emergency
related to the COVID-19 pandemic on March 17, 2020.
WHEREAS, the City Council finds that the City of Carson's diverse population is
vulnerable to the virus.
WHEREAS, the City Council understands that protecting its residents and employees
from the spread of COVID-19 will be more difficult to accomplish in a manner that minimizes
the threat to the public health, safety, and welfare without accurate data regarding infection
rates. It is theorized that a large portion of individuals infected with COVID-19 are
asymptomatic, but may still be able to spread the virus. A program that provides people with
access to testing so that they know when to quarantine themselves to help curb the spread of
the virus is likely to reduce infection and reduce the time needed for the City and its residents
and visitors to safely return to their places of work and recreation.
WHEREAS, the City and US Health wish to partner to relieve some of the congestion in
emergency rooms and urgent care centers and spare our already exhausted physicians from a
further crush of patients and potential infection by providing City of Carson residents and City
of Carson employees (collectively, the Recipients) with an easy to access drive -up testing site,
and house -call testing for senior City of Carson residents.
WHEREAS, the US Health's medical outreach team will test any Recipient who may have
been exposed to COVID-19 through community spread at no out of pocket cost to the
Recipient. US. Additionally, US Health will provide in-home testing for City of Carson residents
who are senior citizens.
WHEREAS, the City wishes to support US Health's free testing by providing use of the
east parking lot of the Civic Center at no cost to US Health for the duration of the testing
services.
WHEREAS, by this MOU, the Parties wish to delineate the Parties' respective roles and
relationship pertaining to establishment and implementation of the Program for the benefit of
the Residents and the protection of public health and safety.
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NOW, THEREFORE, the Parties agree as follows:
OPERATIVE PROVISIONS
1. Recitals. The foregoing recitals are true and correct, and are incorporated herein by this
reference.
2. Program; Role of US Health. US Health understands, agrees and acknowledges as
follows with respect to the parameters of the Program.
a. Drive-thru COVID-19 testing center.
i. US Health will set up COVID-19 testing site in the City to provide drive-
thru testing for the Recipients, which shall include City of Carson
residents and City employees_ The testing center will have a separate
window or booth for Recipients who walk, bike, or take public transport
to the center.
ii. Residents include any individual who resides within the City of Carson,
and any family member who resides with them. City employees mean
and include full and part time employees, Transitional Subsidized
Employment Program volunteers, interns, and contract employees who
provide services to the City as part of a City department (e.g., county
building inspectors, city attorney's office, Sheriff's Deputies who are
stationed in the City).
iii. The testing center shall be located on the East side of the Community
Center parking lot for as long as the City Council deems it necessary.
iv. COVID-19 tests shall be provided by appointment only. Appointments will
be booked primarily online at https:Uushealthfairs..org/carson-tesfingL
or by telephone. US Health will provide the City with a telephone
number, which the City will be able to use in its informational material.
The phone number will also be prominently displayed on US Health's
website. US Health may require reasonable proof of identification and
residency, such as a driver's license and a utility bill. City employees shall
be able to book their appointment at https.//ushealthfairs.org/carson-
staff/.
v. US Health will prioritize appointments for Recipients, but may also
provide testing to other individuals in neighboring communities. A
minimum of 75% of the available appointments must be reserved for the
intended Recipients, unless demand from Recipients falls below this
threshold.
vi. The tests will be provided at no cost to the Recipients. Any cost that US
Health is unable to recoup through health insurance, Medicare, Medicaid,
or any other government program shall not be charged to the Recipient
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or to the City. US Health may request proof of insurance from Recipients
for reimbursement purposes, but shall not deny any Recipient a
requested test for lack of insurance or for inadequate insurance. US
Health understands and agrees that for uninsured Recipients, it will seek
reimbursement from any applicable reimbursement program.
vii. US Health shall abide by all applicable safety measures in Section 5, and
will provide any relevant information to potential Recipients in its
informational materials.
viii. In the event demand for the Program exceeds the limits set forth in
Section 6 and that additional space is needed to safely conduct the
testing, US Health may request additional space, expanded hours, or
additional City staff support, as determined by City's Contract Officer to
be necessary and appropriate to meet the demand in consultation with
US Health. US Health will provide an estimate to City's Contract Officer of
the recommended additional resources within two business days of the
request. City's contract officer will then seek approval based on the
estimate from City's Disaster Council or City Council prior to approving
any additional services.
b. In-home COVID-19 testing for home -bound seniors and disabled individuals.
i. US Health will provide in-home testing for senior Residents (65 and older)
who are house -bound or who are high-risk because of underlying health
conditions, and to Residents who are disabled, or who have underlying
health conditions that require them to be house -bound.
ii. In-home tests shall be provided by appointment only. Appointments for
Residents will be booked primarily online at
https:Hushealthfairs.org/carson-testing/, or by telephone. US Health will
provide the City with a telephone number, which the City will be able to
use in its informational material. The phone number will also be
prominently displayed on US Health's website.
iii. In-home tests shall consist of kits that Residents can self-administer. US
Health workers shall not be required to enter people's homes to
administer the test.
iv. US Health will prioritize in-home testing kits for Residents, but may also
provide testing to other individuals in neighboring communities. A
minimum of 75% of the available in-home testing kits must be reserved
for Residents, unless demand from Residents falls below this threshold.
v. The tests will be provided at no cost to the Recipients. Any cost that US
Health is unable to recoup through health insurance, Medicare, Medicaid,
or any other government program shall not be charged to the Recipient
or to the City. US Health may request proof of insurance from Recipients
for reimbursement purposes, but shall not deny any Recipient a
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requested test for lack of insurance or for inadequate insurance. US
Health understands and agrees that for uninsured Recipients, it will seek
reimbursement from any applicable reimbursement program.
vi. US Health shall abide by all applicable safety measures in Section 5, and
will provide any relevant information to potential Recipients in its
informational materials.
3. Pro ram• Role of City. City understands, agrees and acknowledges as follows with
respect to the parameters of the Program:
a. City will permit the drive-thru testing site to be located in the east Civic Center
parking lot, at no cost to US Health.
b. City shall disseminate information regarding the program on its website,
newsletters, and through public outreach as deemed necessary or appropriate
by the Contract Officer and by the City Council.
c. City will provide City staff to assist by giving out test kits, helping with traffic
control, and moving cars through the queue, as determined necessary and
appropriate by the City's Contract Officer in consultation with US Health.
d. City will provide City staff to deliver tests for in-home testing. Staff will leave the
tests outside the door, notify the Resident that the test has been delivered, and
then bring back the test to the testing center after the Resident has self-
administered
elfadministered and sealed the test.
e. City shall abide by all applicable safety measures in Section 5, and will provide
any relevant information to potential Recipients in its informational materials.
4. HIPAA compliance. Both parties will comply with all the requirements of the Health
Insurance Portability and Accountability Act (HIPAA).
5. Social distancing and protective measures. The following protective measures apply to
the Parties and Recipients. Any requirements that apply to Recipients shall be clearly
stated at the location using clearly legible signs, on US Health's website, and in any
promotional materials provided by either Party.
a. All personnel providing tests or testing support shall mean personnel who
administer the test, collect samples, ship samples, collect information from
Recipients, or perform any function that is part of the testing process.
b. All personnel providing tests or testing support shall be provided with N95
protective face masks (or the available equivalent thereof), which shall be fitted
specifically for each individual. Any worker for whom a N95 mask cannot be
properly fitted shall not be allowed within 10 feet of any Recipient or their
vehicle. N95 masks shall not be used for more than one shift without proper
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sanitization. Any such personnel who has to remove the mask for any break
whatsoever shall not reuse the same mask after the break.
c. All personnel providing tests or testing support shall wear examination gloves,
which shall be discarded properly at the end of every shift. Gloves may not be
used after any break or the next day.
d. All personnel administering the tests must also wear plastic face shields to
protect themselves and the Recipients from the virus. Face shields must be
sanitized after every use, and after every break during a shift.
e. All personnel providing tests or testing support must wear protective gowns,
including head coverings. All such gowns and head coverings cannot be worn for
more than one shift or after any break without proper sanitization.
f. US Health will provide personal protective equipment, as required by this
section, for its own staff and for any City staff providing Program support.
g. Testing samples shall be treated so as to avoid contamination of the sample, and
so as to avoid contagion from the sample.
h. All the above precautions shall be in place for in-home testing.
i. Hand -washing stations and sanitizers shall be provided to all personnel at the
drive-thru test center.
j. City staff providing support shall not handle any test kits once a test is
administered. City staff may hand out test kits, direct traffic, and direct cars
through the cue.
k. All City staff assisting at the testing center shall be provided with protective
masks. All City staff who assist in handing out test kits shall be equipped with the
same personal protective equipment described in (a) through (e), above.
I. All personnel involved in the Program shall receive a test before starting work,
and then every 3 shifts thereafter. Any individual who tests positive shall be
immediately removed from the Program and shall not return until they test
negative twice within 48 hours.
m. Vehicles shall be routed through the parking lot so that the window of any
vehicle is at least ZO feet away from the window of any other vehicle.
n. The walk-up booth shall be set up separately from the vehicle cue, and social
distancing shall be required of anyone who cues for this facility. US Health shall
clearly mark where the line should form, and where 6 -foot intervals are located.
All individuals who avail themselves of the walk-up testing facility shall be
required to wear face coverings as they approach and leave the facility, and
while waiting in line.
o. The Parties shall abide by any and all safety directives provided by the Centers
for Disease Controls (CDC) or the Los Angeles County Department of Public
Health (the Department) relating to testing centers and safety protocols for
administering and processing tests. In the event of a conflict between the safety
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protocols provided for in this MOU and those provided by the CDC or the
Department, the latter shall control.
b. Limits.
a. Drive thru testing will be available every week Monday through Friday, except
state or national holidays, from 9:00 a.m. to 5:00 p.m. Depending on demand,
the hours may be reduced or expanded in consultation with the City's Contract
Officer.
b. In-home testing will be provided in the same manner, depending on availability
and demand.
7. Term. This Agreement, and the Program contemplated herein, shall commence on the
Effective Date and continue in full force and effect until July 27, 2020, or until the City
Council deems COVID-19 testing no longer necessary, whichever is later (the `"term").
Notwithstanding the foregoing, this Agreement may be earlier terminated in accordance
with Section 9 (15 -day advance notification of termination).
8. Representations and Warranties.
a. US Health represents and warrants to City that it has the legal right and
authority, in compliance with applicable laws and regulations, to act as provider
of COVID-19 testing in the manner contemplated by this Agreement and the
Program.
b. Each Party represents and warrants to the other that it will take all reasonable
efforts to ensure that its officers, agents and employees performing this
Agreement and the Program at all times adhere to all applicable public health
guidelines and directives related to COVID-19, including those promulgated by
the CDC and Los Angeles County Department of Public Health.
9. Termination.
a. Termination for convenience. Either Party may terminate this Agreement at any
time, for any reason or no reason, upon 15 days' advance written notice of
termination to the other Party. The Agreement may be terminated effective
immediately with mutual written consent of both Parties.
b. Termination/suspension for cause.
L City may terminate effective immediately in the event that US Health is
unable to comply with all necessary safety and social distancing
requirements, per Sections 5 and 8(b), or if in the City's Contract Officer's
estimation, the operation of the Program constitutes a threat to the
public health and safety. City may, in its sole discretion, suspend the
Program for up to 72 hours to allow US Health to cure instead of
termination.
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ii. Before terminating for any violation of this Agreement that is not safety-
related, the Parties will provide notice of violation forthwith, and an
opportunity to cure. The Party in breach shall have 48 hours to cure the
violation. Failure to cure will result in termination.
c. Temporary suspension. By mutual agreement, the Parties may temporarily
suspend or scale back the Program in the event that US Health is unable to
secure the necessary testing or personal protection equipment. US Health will
maintain its best efforts to secure the necessary materials and equipment.
10. US Health Contract Representative. Brian Solomon, Manager of US Health Fairs, is
hereby designated as being the representative of US Health authorized to act on its
behalf with respect to this Agreement and all decisions in connection therewith. US
Health may designate a different representative pursuant to this Section upon 24 hours'
advance written notice to City.
11. City Contract Officer. Sharon Landers, City Manager, or such other person as she may
designate, is hereby designated as being the representative authorized to act on City's
behalf with respect to this Agreement and all decisions in connection therewith
(Contract Officer).
12. Independent Status.
a. City and its agents and employees are, for all purposes, an independent party from
US Health, and shall not be deemed employees or agents of US Health. City and its
agents and employees, in the performance of this Agreement, shall act in an
independent capacity and not as officers, employees or agents of US Health. While
US Health is required by this Agreement to carry Worker's Compensation Insurance,
in no event shall City or its employees be entitled to unemployment or workers'
compensation benefits from US Health.
b. US Health is for all purposes an independent party from City, and neither US Health
nor any officer, employee or agent of US Health shall be deemed an officer,
employee or agent of City. US Health and its employees and agents shall at all times
act in an independent capacity and not as officers, employees or agents of City.
While City is required by this Agreement to carry Worker's Compensation Insurance,
in no event shall US Health or its employees or agents be entitled to unemployment
or workers' compensation benefits from City.
c. Neither Party shall at any time or in any manner represent that it or any of its agents
or employees are agents or employees of the other Party, or that it is a member of a
joint enterprise with such Party. Neither Party shall in any way or for any purpose
01007A5W643730.2 EQG
become or be deemed to be a partner of the other Party in its business or otherwise
or a joint venturer or a member of any joint enterprise with such other Party.
13. Compliance with Law; Indemnification.
a. Each Party represents and warrants that it will comply with all applicable laws
and regulations in the performance of its obligations pursuant to this
Agreement.
b. US Health agrees to defend, indemnify and hold harmless City and its officers,
employees, and agents from and against any and all third party claims, actions,
proceedings, damages, losses, expenses, costs, fees (including attorneys' fees),
errors, omissions, forfeitures, and penalties arising from or related to US
Health's: (1) material breach of any provision of this Agreement; or (2) failure to
comply with any applicable law or regulation in the performance of its
obligations pursuant to this Agreement, including but not limited to, those
related to COVID-19 and compliance with HIPAA. This indemnification obligation
shall survive termination or expiration of this Agreement.
14. Release of Liability. To the extent permitted by law, US Health releases the City,
including its elected officials, employees, agents, and representatives (collectively, City)
from any and all liability, damage, loss, cost or expense incurred by US Health (whether
or not due to the negligence or other acts or omissions of City relating to the execution
and operation of the Program.
15 -insurance.
a. US Health, at its sole cost and expense, shall secure and maintain, throughout
the Term of this Agreement, the following policies of insurance. (1) commercial
general liability (including products liability) insurance with a limit of no less than
One Million Dollars ($2,000,000) per occurrence and Four Million Dollars
($4,000,000) in the aggregate; (2) data breach defense and liability insurance
with a limit of no less than $50,000; and (3) worker's compensation insurance in
such amount as will fully comply with the laws of the State of California and
which shall indemnify, insure and provide legal defense for US Health against any
loss, claim or damage arising from any injuries or occupational diseases occurring
to any worker employed by or any persons retained by US Health in the course
of performing this Agreement.
i. US Health' insurance shall: (1) name City as an additional insured; (2)
contain a severability of interest clause and a provision that such policy
shall be primary and non-contributing with respect to any policy carried
by City and that any coverage carried by City shall be in excess of and
non-contributing unless the policy limit of US Health' insurance is
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exceeded; and (3) be written by companies rated "A" or better in the
most recent edition of Best's Insurance Guide and authorized to do
business in California, and only if they are of a financial category Class VIl
or better, unless such requirements are waived by the Risk Manager of
the City due to unique circumstances. The insurer is deemed hereof to
waive all rights of subrogation and contribution it may have against City,
its officers, employees and agents and their respective insurers. A
Certificate of Insurance and endorsements documenting the above
insurance coverage must be provided to City prior to effectiveness of this
Agreement.
b. City, at its sole cost and expense, will provide: (1) auto liability insurance for all
City vehicles used pursuant to this Agreement, provided as part of and consistent
with City's self-insurance program, with coverage terms consistent therewith;
and (2) worker's compensation insurance in such amount as will fully comply
with the laws of the State of California and which shall indemnify, insure and
provide legal defense for City against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any
persons retained by City in the course of performing this Agreement.
i. City's insurance shall: (1) name US Health as an additional insured; (2)
contain a severability of interest clause and a provision that such policy
shall be primary and non-contributing with respect to any policy carried
by US Health and that any coverage carried by US Health shall be in
excess of and non-contributing unless the policy limit of City's insurance
is exceeded. The City insurer's are deemed hereof to waive all rights of
subrogation and contribution it may have against US Health, its officers,
employees and agents and their respective insurers. A Certificate of
Insurance and endorsements documenting the above insurance coverage
must be provided to US Health prior to effectiveness of this Agreement.
16. Public Records Act. The Parties acknowledge and agree that City is subject to the
California Public Records Act, Government Code §§6250 et seq. (CPRA), and as such, is
legally obligated to produce non-exempt public records in response to requests
therefor. Accordingly, the Parties acknowledge and agree that this Agreement and all
Program -related information may be disclosed publicly by the City in response to a CPRA
request, to the extent required under the CPRA, as determined by City in its sole
discretion.
17. Transfer; Assignment. Neither Party may transfer or assign its interest in this
Agreement, or any part thereof, without the prior written approval of the other Party.
Any transfer or assignment without such approval shall be void and unenforceable.
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18. Notice. Any notice, demand, request, document, consent, approval, or communication
either Party desires or is required to give pursuant to this Agreement shall be in writing
and either served personally or sent by prepaid, first-class mail, addressed as follows:
To City: City of Carson
Attn.: Sharon Landers, City Manager
801 E. Carson Street
Carson, CA 90745
(310) 830-7600
sllanders@carson.ca.us
To U5 Health: US Health Fairs.org
Attn.: Joshua Baerwald, CEO
3751 Motor Avenue, Suite 173
Los Angeles, CA 90034
805 625 9245
admin@ushealthfairs.org
Either Party may change its address by notifying the other Party of the change of
address in writing. Notice shall be communicated electronically via the email addresses
listed above, with optional follow up letters sent via U.S. mail to the addresses listed
above. Notice shall be deemed communicated at the time electronically delivered if
delivered as provided in this Section.
19. Covenant Against Discrimination. US Health covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be
no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, gender, sexual orientation, marital status, national
origin, ancestry or other protected class in the performance of this Agreement.
20. Conflict of Interest. No official, officer, or employee of US Health has or shall have any
financial interest, direct or indirect, in this Agreement, nor shall any such official, officer
or employee participate in any decision relating to this Agreement which affects his
financial interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute or
regulation. The determination of "financial interest" shall be consistent with State law
and shall not include interests found to be "remote" or "noni nte rests" pursuant to
Government Code Sections 1091 or 1091.5.
21. Representation and Warranty of Non -Collusion. US Health represents and warrants
that it has not paid or given and will not pay or give any third party any money or other
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consideration for obtaining this Agreement. US Health further warrants and represents
that it has not engaged in any act(s), omission(s), or other conduct or collusion that
would result in the payment of any money, consideration, or other thing of value to any
third party including, but not limited to, any City official, officer, or employee, as a result
or consequence of obtaining any agreement. US Health is aware of and understands
that any such act(s), omission(s) or other conduct resulting in such payment of money,
consideration, or other thing of value will render this Agreement void and of no force or
effect.
US Health Authorized Initials
22. Binding Effect. This MOU shall be binding upon, and shall be to the benefit of the
respective successors, heirs, and assigns of each Party; provided, however, no Party may
assign its respective rights or obligations under this MOU without prior written consent
of the other Parties.
23. Interpretation. The terms of this Agreement shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
24. Integration; Amendment. This Agreement is the entire, complete and exclusive
expression of the understanding of the Parties. It is understood that there are no oral
agreements between the Parties affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements
and understandings, if any, between the Parties, and none shall be used to interpret this
Agreement. No amendment to or modification of this Agreement shall be valid unless
made in writing and approved by the Parties. The Parties agree that this requirement for
written modifications cannot be waived and that any attempted waiver shall be void.
25. Waiver. Waiver by any Party of any term, condition, or covenant of this Agreement shall
not constitute a waiver of any other term, condition, or covenant. Waiver by any Party
of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of
this Agreement. No delay or omission in the exercise of any right or remedy by a non -
defaulting Party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either Party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this
Agreement.
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26. Severability. Any term or condition of this Agreement that is deemed invalid or
unenforceable by a court of competent jurisdiction shall be severed from the remainder
of this Agreement, and the remaining terms and conditions hereof shall nevertheless
remain in full force and effect, and shall be construed so as to effectuate the intent of
the Parties.
27. Governing Law. This Agreement shall be interpreted, construed and governed both as
to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los
Angeles, State of California.
28. Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
29. Counterparts. This Agreement may be executed in any number of counterparts and
edch of such counterparts shall for all purposes be deemed to be an original, whether
the signatures are originals, facsimiles or electronic. All such counterparts shall together
constitute but one and the same Agreement.
30. Authority. The persons executing this Agreement on behalf of the Parties warrant that
(i) such Party is duly organized and existing, (ii) they are duly authorized to execute and
deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such
Party is formally bound to the provisions of this Agreement, and (iv) the entering into
this Agreement does not violate any provision of any other agreement to which said
Party is bound.
[signatures on the following page)
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IN WITNESS WHEREOF, the Parties hereto have executed this MOU on the date and
year first above written.
US HEALTH
US HEALTH FAIRS.ORG,
a California nonprofit corporation
e: Joshua Baewald
Title: CEO
�i
Name: Anika Carter
Title: Chief Financial Officer US Health Fairs.org
01007.0586/643730.2 EQG
CITY
CITY OF CARSON, a municipal corporation
Sharon L Landers, City Manager
Donesia Gause-Aldana, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
Sunny K. Soltani City Attorney
[eqg]
IN WITNESS WHEREOF, the Parties hereto have executed this MOU on the date and
year first above written.
US HEALTH CHT
US HEALTH FAIRS.ORG, CITY
a California nonprofit corporation I -
-
L
Name: Joshua Baewald
Title: CEO
Name: Anika Carter
Title: Chief Financial Officer US Health Fairs.org
Manager
ON
= c
Y '
�onesia
Gause-Aldana, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
Sunny K. Soltani City Attorney
[eqg]
01007.0586/643730.2 EQG