HomeMy WebLinkAboutCurative Medical Associates Inc.-Site Vaccine Agreement_D-21-045.pdf
SITE VACCINE AGREEMENT
WHEREAS, the County of Fresno (the “County”) wishes to launch a COVID vaccine
administration program within County’s jurisdiction; and
WHEREAS, County has selected a vaccine site that may serve targeted populations
and the general public; and
WHEREAS, the selected site is located on property owned by Fresno Unified School
District (Property Owner); and
WHEREAS, County shall make all appropriate arrangements with Property Owner
for permission to use the selected site for vaccine administration prior to use of the
site; and
WHEREAS, Curative Inc. (“Vendor”), will conduct a vaccine site (subject to
modifications) for COVID vaccine administration at the site identified by and arranged
for by County; and
WHEREAS, Vendor and County (together, the “Parties”) wish to collaborate on such
COVID vaccine administration; and
WHEREAS, additional terms of the Parties COVID vaccine administration collaboration
shall be subject to an agreement separate from this Site Vaccine Agreement.
Subject to the terms and conditions below, County, at no charge to Vendor shall provide a
public area for placement of Vendor vaccine site, and Vendor shall supply vaccine
administration service and staff, at no charge for 12 weeks: Hours will be approximately
10AM-7PM (subject to change by mutual approval).
1. Vendor shall comply with all property and facility rules and regulations.
2. Vendor shall be considered an independent contractor and neither the Vendor
nor its workers or consultants shall, under any circumstances, be considered
employees of County.
3. The Parties shall not be liable for any damage caused by acts of nature, i.e. power
failure, earthquake, flood, fire, explosion, theft, and vandalism to persons or properties
in the space used by the vendor. The Vendor agrees that all personal property upon the
premises shall be at the risk of the Vendor, and that neither the County or Property
Owner shall be liable for any damages, losses or theft thereof.
4. Vendor shall furnish all labor, services, materials, supplies, and equipment
necessary to maintain the operation of the kiosk during hours defined by the Vendor.
DocuSign Envelope ID: F446AEBC-D424-4CAB-A650-A6EA00BA010D
5. Vendor shall secure and keep a general commercial insurance policy covering
personal injury and property damage in the amount of not less than $1 million per
occurrence, $2 million aggregate. Similarly, Vendor shall maintain Professional
Liability insurance at $1 million per claim and $3 million aggregate. and Vendor
agrees that it shall maintain, at its sole expense, in full force and effect for a period of
three (3) years following the termination of this Agreement, one or more policies of
professional liability insurance with limits of coverage as specified herein.
6. Vendor shall maintain a policy of Worker's Compensation insurance as may be
required by the California Labor Code.
Vendor shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by County,
its officers, agents and employees shall be excess only and not contributing with
insurance provided under Vendor's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice
given to County.
Vendor hereby waives its right to recover from County, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance
required by this Agreement. Vendor is solely responsible to obtain any endorsement
to such policy that may be necessary to accomplish such waiver of subrogation, but
Vendor’s waiver of subrogation under this paragraph is effective whether or not
Vendor obtains such an endorsement.
If the Vendor maintains broader coverage and/or higher limits than the minimums
shown above, the County requires and shall be entitled to the broader coverage and/or
the higher limits maintained by the contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
the County.
7. Vendor agrees to:
Pay all claims for damage to property in any manner arising from Vendor's operations
under this Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its
officers, agents and employees from any and all claims for damage or other liability,
including costs, expenses (including attorney’s fees and costs), causes of action, or
judgments resulting out of or in any way connected with Vendor's performance or failure
to perform by Vendor, its agents, officers or employees under this Agreement. The
Parties agree that any indemnification rights created by this agreement do not include
indemnification for any claims, damages, costs, expenses, losses, injuries or other
liability resulting from reactions to or efficacy of the vaccines that are the subject of this
Agreement and further do not include indemnification with respect to any product
DocuSign Envelope ID: F446AEBC-D424-4CAB-A650-A6EA00BA010D
warranties applicable to the vaccines. Except as so provided, the preceding provisions in
this section are not otherwise limited or restricted.
The County agrees to indemnify, save and hold harmless, and at Vendor's request defend
the Vendor, its officers, agents and employees from any and all claims for damage or
other liability, including costs, expenses (including attorney’s fees and costs), causes of
action, claims or judgments resulting out of or in any way connected with County's
performance or failure to perform by County, its agents, officers or employees under this
Agreement. The Parties agree that any indemnification rights created by this agreement
do not include indemnification for any claims, damages, costs, expenses, losses, injuries
or other liability resulting from reactions to or efficacy of the vaccines that are the
subject of this Agreement and further do not include indemnification with respect to any
product warranties applicable to the vaccines. Except as so provided, the preceding
provisions in this section are not otherwise limited or restricted.
8. Vendor shall only operate in the approved location within the area specified by
County. The specified location is 1100 E. Church Avenue, Fresno, CA 93706.
9. The County will arrange with Property Owner to furnish electricity in such
locations where these utilities now exist. All requests for use of these facilities
and/or additional installations or any special needs must be made in writing to the
County listing specific needs. Vendor shall be responsible for any biohazard waste
disposal and disposal of all other waste generated by Vendor’s operations.
10. County agrees to advertise and publicize the vaccine clinic according to
applicable laws rules and regulations.
11. Vaccine clinic and all intellectual property associated with such shall remain the
Vendor’s sole and exclusive property.
12. Upon the expiration or termination of this Agreement, Vendor shall remove all
property belonging to the Vendor, and shall leave the County provided area in the
condition in which it was received, reasonable wear and tear excepted. Either Party may
terminate this Agreement by providing written notice to the other.
13. Launch of the vaccine administration site is contingent upon approval of the site by
Vendor’s Operations team.
14. Vendor reserves the right to hire security for the safety and protection of Vendor’s
employees and property.
COMPLIANCE WITH LAWS
1. Vendor shall comply with all applicable Federal, State, and local laws, rules, and
regulations.
DocuSign Envelope ID: F446AEBC-D424-4CAB-A650-A6EA00BA010D
County of Fresno:
Name and Title: Robert W. Bash, Director of Internal Services / Chief Information Officer
Signature: Date:
Curative Inc:
Name and Title:
Signature: Date:
DocuSign Envelope ID: F446AEBC-D424-4CAB-A650-A6EA00BA010D
2/12/2021
Ryan Souders General Counsel