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HomeMy WebLinkAboutC-4452 vs-cc MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ARCADIA, CALIFORNIA AND CHINATOWN SERVICE CENTER • THIS MEMORANDUM OF UNDERSTANDING ("MOU") is effective as of November 16, 2021 by and between the City of Arcadia, a California municipal corporation ("City"), and Chinatown Service Center, a 501(c)(3) ("Licensee"). The City and Licensee are collectively referred to herein as the "Parties." L RECITALS 1." As of November 16, 2021, the State of California has had over 5,000,000 cases of COVID-19 and over 73,000 deaths as a result thereof. For the 2019-2020 flu season,the United.States had estimate of over 35,000,000 cases of influenza and over 20,000 deaths as a result thereof. 1:2 The Licensee is a 501 (c)(3) that is receiving federal funds to serve underprivileged communities by administering COVID-19 and influenza vaccinations. 1.3 The City wishes to provide a location for the Licensee to administer COVID-19 and influenza vaccinations within the City by allowing the Licensee to use the Arcadia Community Center, located at 365 Campus Drive, Arcadia, CA 91007 ("Vaccination Site"), for such purpose. 1.4 The City,additionally wishes to provide equipment to assist the Licensee in its COVID-19 vaccination program at the Vaccination Site. 1.5 Through this MOU, the Parties desires to define the working relationships, responsibilities, and roles of the Parties regarding the use of the Vaccination Site and the administration of the Licensee's COVID-19 and influenza vaccination program therein. NOW, THEREFORE, the City and Licensee agree as follows: II. PURPOSE 2.1 The purpose of this MOU is set forth in the Recitals, hereinabove with the expectation that the Parties may need to enter into one or more future agreements or amendments hereto to fully effectuate the intent of the Parties. III. CITY'S RESPONSIBILITIES • The City shall do the following: 3.1 Grant to the Licensee, including its officers, employees, agents, contractors, and volunteers, as well as the Licensee's patients,clients, invitees, visitors, and other users of the Vaccination Site ("Users"), during the term of this MOU, a license to enter onto, occupy, and use the Vaccination Site solely for purposes of COVID-19 vaccinations and related services ("Services"). The Licensee and the Users shall have access to the Vaccination Site during the following Hours of Use: daily or weekly and for hours as agreed to by the parties. The City will 1of8 notify the Licensee of the specific location at the Vaccination Site at least seven (7) days before any vaccination event. 3.2 Permit the Licensee, through its agreements with public and private agencies, contractors, or personnel, to use the Vaccination Site with all equipment and services associated therewith on a temporary basis for providing the Services. If the Licensee has entered into any agreements with other public and private agencies that will be using the Vaccination Site, the Licensee agrees that it will notify the City of the names of any such agencies and,-if requested, provide the City with executed copies of its agreements with any such agencies. The Licensee agrees that it shall be primarily responsible to the City for all operations conducted at the Vaccination Site under this MOU. 3.3 Provide any and all security necessary, including law enforcement, at the Vaccination Site to ensure the public health and safety. 3.4 Provide the following equipment at the Vaccination Site for Licensee's use in • furtherance of the Services: Tables • Chairs Parking/Traffic Equipment(delineators, barricades, etc.) Any other equipment as mutually agreed to by the parties IV. LICENSEE'S RESPONSIBILITIES • The Licensee shall do the following: 4.1 Coordinate with the City, the County of Los Angeles, and/or any other public or private agency necessary to provide the Services at the Vaccination Site. 4.2 Disseminate information relating to the Services being provided at the Vaccination Site. The Licensee shall manage the logistics of providing the Services at the Vaccination Site. 4.3 Comply with all insurance and indemnity requirements as set forth herein. • 4.4 In &safe manner, ensuring the public's health and safety, provide the Services at the Vaccination Site in accordance with the MOU. The Licensee shall ensure • all Services are performed in accordance with any and all applicable federal, state, and local laws and regulations, and that all information related to the Services provided are communicated to vaccinated individuals in accordance with all required medical privacy regulations. 4.5 Notwithstanding the assistance of City personnel, be solely responsible for the operation of the Vaccination Site and the Services provided therein by the Licensee and any other public or private agencies with which it has-contracted. 4.6 Exercise reasonable care while using the Vaccination Site and make no modifications to the Vaccination Site without the express written approval of the City. 2of8. 4.7 . Ensure that all equipment necessary for providing the Services at the Vaccination Site is accounted for and provided. The equipment shall be stored, maintained, and cleaned in accordance with any and all applicable federal, state and local laws and regulations. 4.8 Provide all custodial services at the Vaccination Site and provide cleaning and sanitation services in accordance with any and all applicable local, state, or federal guidelines relating to COVID-19. 4.9 Provide signage and otherr informational notices to the public, subject to the City's approval of such signage, information, and location of signs. Licensee shall remove all approved signs when the Vaccination Site is closed. 4.10 Upon conclusion of this Agreement, return the Vaccination Site in the same condition it was received prior to the commencement of the MOU, except for normal wear and tear and as otherwise agreed to by the Parties. The Parties shall cooperate with each other to address repair of damages to the Vaccination Site caused by the Licensee or the Users during the term of the MOU with no fault of the City. 4.11 Ensure that all Users fully comply with all current and effective local, state, and federal COVID-19-related laws, regulations, and health orders, including, but not limited to, requirements that all Users practice social distancing and wear face coverings at all times. 4.12 Provide the Services to all residents of the City of Arcadia without discriminating against or providing any preferential treatment to any protected class, including, but not limited to, race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, socio- economic status, or military status. This provision shall not, however, be interpreted to prevent the Licensee from complying with the County of Los Angeles's tier system for COVID-19 vaccine distribution. 4.13 Abide by all reasonable requests by City personnel while administering its Services. V. INSURANCE 5.1 The Licensee shall, at its sole expense, maintain during the duration of this MOU and for as long thereafter as such coverage may be available, the following policies of insurance: a) Commercial general liability insurance provided with coverage at least as broad as Insurance Services Office form CG0001, in an amount of not less than one million dollars (S1,000,000)per occurrence/two million dollars($2,000,000)general aggregate for bodily injury, personal injury, and property damage insuring against all liability of the Licensee and its authorized representatives arising out of and in connection with the execution of obligations set forth in the MOU. The City shall be named • as an additional insured on a primary, non-contributory basis on each commercial general liability insurance policy. 3 of 8 do #91 b) Workers' compensation and employer's liability insurance providing statutory workers' compensation benefits and employer's liability coverage with a limit of no less than one million dollars($1,000,000) per accident or disease. c) Professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from the Licensee's operations under this Agreement, whether such operations be by the Licensee or by its employees or subcontractors. The amount of this insurance shall not be less than cne million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. d) Automobile liability insurance covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with the work to be performed under this MOU, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. • e) Medical malpractice insurance coverage in an amount of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) general aggregate covering claims of alleged medical malpractice by Licensee and by its officers, employees, subcontractors, and agents providing the Services at the Vaccination Site. f) Any other insurance coverage necessary for providing the Services set forth herein. 5.2 Endorsements. Each general liability, automobile liability, professional liability, and medical malpractice insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California, or which is approved in writing by City, and shall be endorsed as follows. The Licensee also agrees to require all • contractors and subcontractors to do likewise. a) The City, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Licensee, including materials, parts, or equipment furnished in connection with such work or operations. b) This policy shall be considered primary insurance as respect to City, its elected or appointed officers, officials, employees, agents, and • volunteers. Any insurance maintained by the City, including any self- insured retention City may have, shall be considered excess insurance only and shall not contribute with this policy. c) This insurance shall act for each insured and additional insured as • though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. • 4of8 4 d) The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees, or agents. e) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. f) The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days' written notice has been received by the City. VI. INDEMNIFICATION 6.1 To the fullest extent permitted by law, the Licensee shall defend (with counsel of the City's choosing), indemnify, and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of - any kind, in law or equity, to property or persons, including wrongful death, 'in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of the Licensee, its officials, officers, employees, subcontractors, consultants or agents in connection with the • performance of the Licensee's Services or this MOU, including, without limitation, the payment of all damages, expert witness fees and attorney's fees, and other related costs and expenses. The Licensee's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Licensee, the City, or their officials, officers, employees, agents, or volunteers. The section shall survive the termination of the MOU. VII. TERM AND TERMINATION 7.1 The term of this MOU shall commence upon the execution of this MOU by the City and Licensee and, except as otherwise provided in this MOU, shall terminate on December 16, 2021. 7.2 • Except as otherwise provided, the City may terminate this MOU at any time, with or without cause,upon written notice to the Licensee. • 7.3 The Licensee may terminate this MOU, with or without cause, upon fifteen (15) days' advanced written notice to the City. VIII. MISCELLANEOUS 8.1 . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this MOU. 8.2 Any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or overnight courier, or electronic transmission as defined below. 5of8 Notices or other communications shall be addressed as follows: To Licensee: Peter Ng 767 N. Hill Street Ste. 2006 Los Angeles, CA 90012 Attention: Chief Executive Officer To City: City of Arcadia 240 West Huntington Dr. P.O. Box 60021 Arcadia, CA 91066 Attention: City Manager Any party may change its information for notice purposes at any time by providing written notice to the other party. 8.3 This MOU shall bind and insure to the benefit of the Parties and their respective successors and assigns; provided, however, that the Licensee shall not have the right to assign its rights or obligations hereunder without the prior written • consent of the City, which may be granted or withheld in the City's sole and absolute discretion. 8.4 The laws of the State of California shall govern the interpretation and enforcement of this MOU. Venue shall be in the County of Los Angeles, California. 8.5 All modifications of, or amendments to, this MOU shall be in writing and signed by the Parties. 8.6 Nothing contained in this MOU shall be deemed or construed to create a partnership, agency, tenancy in common,joint tenancy,joint employer liablity, joint venture or co-ownership by or between the City and Licensee. The City and Licensee agree that the Licensee will act as an independent contractor and will have control of all work and the manner in which is it performed. The Licensee will be free to contract for similar service to be performed for other employers while under contract with the City. The Licensee is not an agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits the City provides for its employees. Any provision in this MOU that may appear to give the City the right to direct the Licensee as to the details of doing the work or to exercise a measure of control over the work means that the Licensee will follow the direction of the City as to • end results of the work only. 8.7 This MOU and all exhibits, if any, thereto contain all of the agreements of the Parties with respect to the transaction contemplated hereby, and no prior agreements or understandings pertaining to any such transaction shall be effective for any purpose and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No oral agreement or implied covenant shall be held to vary the provisions herein. 6of8 imo 8.8 This MOU may be executed in any number of counterparts,-each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. 8.9 The Parties agree that this MOU will be considered signed when the signature of a party is delivered by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all • respects as having the same effect as an original signature. 8.10 If any one or more of the covenants or agreements, or portions thereof, provided in this MOU shall be held by a court of competent jurisdiction in a final judicial action 'to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of the MOU. (Signatures appear.on the following page) • 7 of 8 • 01) SIGNATURE PAGE TO THE MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ARCADIA, CALIFORNIA AND CHINATOWN SERVICE CENTER IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding as of the date first written above. CHINATOWN SERVICE CENTER By: Peter Ng Its: Chief Executive Officer ATTEST: By: Angela Ching Its: Clinic Operations Manager CITY OF ARCADIA,CALIFORNIA By: Do n zzaretto Its: City Manager - ATTEST: //i0G4 ��It y By: Gene Glasco fjhel ; Afpficoo Its: City Clerk • • APPROVED AS TO FORM: b-(ZA,?j, By: Ste hen P. Deitsch Its: City Attorney 8of8