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HomeMy WebLinkAboutCurative Medical Associates Inc.-Site Vaccine Agreement City of Selma_D-21-094.pdfSITE 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 the City of Selma (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, vaccine will be administered by Curative Medical Associates, Inc.; and WHEREAS, non-clinical aspects of site operations will be managed by Vendor. 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 1PM-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 clinic during hours defined by the Vendor. DocuSign Envelope ID: 3F9B60AA-FF1F-4D70-BF48-6A08D050E447 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: 3F9B60AA-FF1F-4D70-BF48-6A08D050E447 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 2301 Selma St. Selma, CA 93662. 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: 3F9B60AA-FF1F-4D70-BF48-6A08D050E447 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: 3F9B60AA-FF1F-4D70-BF48-6A08D050E447 Ryan Souders General Counsel 3/23/2021