HomeMy WebLinkAboutC - Staff Report - License Agreement County and City COVID Testing SiteITEM C
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES
DATE: AUGUST 4, 2020
SUBJECT: APPROVAL OF LICENSE AGREEMENT FOR USE OF NORTH
RECREATION CENTER FOR COVID-19 TESTING SITE BY AND
BETWEEN COUNTY OF LOS ANGELES AND CITY OF AZUSA
BACKGROUND:
Los Angeles health officials announced in mid-July their intent to expand COVID testing
capacity by over 65% in targeted communities. The County will be adding testing capacity by
adding additional testing sites in areas of higher test positivity and where the testing rate does not
meet the 1.5 tests per 1,000 residents daily, as per the State of California threshold. In conducting
this expansion, the County’s aim is to add six new sites in high-need areas including Montebello,
South Gate, Azusa, Panorama City, Compton and Downey/Norwalk, and to expand capacity at
existing sites in Bellflower, Pomona, El Monte and East Los Angeles.
The County of Los Angeles is interested in utilizing the City of Azusa’s North Recreation Center
(NRC) as a walk-up testing site. The location of the NRC is 340 N. Orange Place, Azusa, CA
91702. If executed, the agreement would allow for the use of this facility from 6am to 8pm,
Tuesday through Saturday (testing available from 7am to 7pm.) This agreement would be in
effect until the end of the calendar year, December 31, 2020.
RECOMMENDATION:
It is recommended that the City Council take the following actions:
1)Review and provide direction for staff regarding the license agreement for use
of city facilities for COVID testing, by and between the County of Los
Angeles and the City of Azusa; and
2)Authorize the City Manager to execute the agreement, in a form acceptable to
the City Attorney; and
3)Approve subject to non-substantive changes approved by the City Attorney
and City Manager.
APPROVED
CITY COUNCIL
8/4/2020
Special Meeting
LA County License Agreement: COVID-19 Testing Site
August 4, 2020
Page 2
ANALYSIS:
Staff has conducted a site visit with County representatives. The North Recreation Center located
at 340 N. Orange Place, Azusa, CA 91702, has the space and amenities necessary to be a testing
site. Additionally, the ability to keep this operation separate from other City work also makes it a
viable site. This facility is currently closed to the public and is used on a limited basis by staff
for physically distant meetings; however those activities can be moved to an alternate location.
The Operator of the site would oversee the operations within the building, including having
approximately ten (10) staff on site, handling their own set up and tear down, and other than
chairs, will be providing their own equipment. A security guard would also be provided by the
Operator during the hours that the testing site is open to the public.
Appointments would be made on line and facilitated by the Operator. If the agreement is
executed, the NRC parking lot would be utilized by those staffing the testing site as well as the
public, as this will be a walk up testing site. This agreement has a provision that it may be
terminated by either party with written notice, at least fifteen (15) days prior to the requested
termination date.
The Operator will return the site in its original condition at the end of the term, December 31,
2020, and will perform the needed disinfecting of high touch surfaces daily, while utilizing the
NRC as a testing facility. City staff would be required to open and close the facility; however
there are staff that are typically assigned these duties in both the Parks and Recreation Divisions.
The County is simultaneously finalizing agreements with testing site Operators. The anticipated
Operator of the Azusa COVID testing site is Optum. The agreement under consideration here is
dependent upon the execution of the agreement between the County and Optum.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
Prepared b y: Reviewed and Approved:
Miki Carpenter Sergio Gonzalez
Director of Community Resources City Manager
Attachments:
1) Exhibit A – Draft license agreement by and between Los Angeles County and City of
Azusa
AGREEMENT No. H-708723
1
LICENSE AGREEMENT FOR USE OF CITY FACILITIES
BY AND BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF AZUSA
This gratis License Agreement for Use of City Facilities ("Agreement") is made and entered into on this
10th day of August, 2020 ("Effective Date") by and between the County of Los Angeles ("County"), a
political subdivision of the State of California, on behalf of its Department of Health Services
("Department") and the City of Azusa ("Grantor"), a municipal corporation organized under the laws of
the State of California, on behalf of its Community Resources Department.
RECITALS
WHEREAS, Grantor is a municipal corporation organized under the laws of the State of California, with
power to own and operate facilities of various kinds and authorize the use of such facilities by other
public entities and private parties; and
WHEREAS, County desires the use of certain facilities owned by the Grantor as set forth in Exhibit A
(Facilities Specifications) ("Facilities").
WHEREAS, on March 4, 2020, County's Board of Supervisors declared a Local and Public Health
Emergency ("Health Emergency") following the introduction of COVID-19 cases in Los Angeles
County; and
WHEREAS, as a result of such Health Emergency, (i) County desires to use the Facilities for operating
a site for and managing COVID-19 related testing, and (ii) Grantor has no use for the Facilities during
the term of this Agreement (as specified below) and, therefore, desires to permit County to use the
Facilities for such purposes.
NOW THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:
1.FACILITIES USE
1.1 SCOPE OF USE
Grantor hereby grants to County, including its officers, employees, agents, contractors and
volunteers, as well as County's patients, clients, invitees, visitors and other users of the Facilities
("Users"), during the term of this Agreement, the right to enter onto, occupy and use the
Facilities solely for purposes of testing related to COVID-19 and supporting tasks. County and
the Users shall have access to the Facilities during the following Hours of Use:
6:00 a.m. to 8:00 p.m., Tuesday through Saturday
1.2 GOOD CONDITION
Upon conclusion of this Agreement, County will return the Facilities in the same condition it was
received prior to the commencement of the Agreement, 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 Facilities caused by County or the Users during the term of the Agreement
with no fault of Grantor. County will not make alteratons to the Facilities, unless otherwise
authorized by Grantor.
Revised
AGREEMENT No. H-708723
2
1.3 ADMINISTRATION OF AGREEMENT
Each party shall administer this Agreement and its performance through the representatives
identified in Exhibit B (Administration of Agreement).
1.4 COMPENSATION
There is no cost to County for its or the Users' use of the Facilities during the term of this
Agreement or during the set up or shutting down of the testing site.
2. 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 December 31, 2020 ("Expiration Date"),
unless sooner terminated as provided herein below or extended upon mutual agreement of the
parties.
3. TERMINATION
3.1 TERMINATION WITHOUT CAUSE
This Agreement may be terminated by either party upon written notice to the other given at least
fifteen (15) days prior to the requested termination date.
3.2 MATERIAL BREACH
Either party may terminate this Agreement upon breach by the other party of any material
provision of this 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.
3.3 REGULATORY NON-COMPLIANCE
County may terminate this Agreement immediately upon written notice to Grantor in the event of
Grantor's loss of any essential accreditation, license or permit required by law for permissible use
of the Facilities under this Agreement, which substantially impacts the ability of County or the
Users to use the Facilities for intended purposes.
4. MAINTENANCE AND OPERATIONS
4.1 MAINTENANCE
Except as specified in Section 4.5 (County Responsibilities) below, Grantor shall be responsible
for, and pay all costs of and incidental to, the proper maintenance of the Facilities, including, but
not limited to, provision of heat, light, electricity and water 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. Grantor, therefore, agrees at its expense to keep and maintain the
Facilities 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.
4.2 UTILITIES AND CONNECTIVITY
Grantor shall make arrangements and pay for all costs necessary in connection with utilities,
including water, gas, electricity, waste disposal and internet access. County and the Users may
make use of the Facilities's free wi-fi network, to the extent available.
AGREEMENT No. H-708723
3
4.3 PARKING
Parking for accessing and entering the Facilities by County and the Users shall be provided at no
cost and is included within the scope of this Agreement.
4.4 PERMITS
Each of County and Grantor 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, Grantor hereby
grants to County and the Users a permit to use the Facilities for COVID-19-related testing as
specified in this Agreement.
4.5 COUNTY RESPONSIBILITIES
County shall be responsible for providing the following, if and to the extent applicable:
• Setting up or shutting down the testing site at the Facilities, including moving equipment, etc;
• Maintaining County or its agents' owned or provided furniture, equipment, systems, etc;
• Appointing a designee to administer and oversee all COVID-19 testing activities performed
by County or its agents and to serve as a day-to-day point of contact to Grantor;
• Treatment and removal of biohazardous waste from the premises no less frequently than once
a week;
• Trash collection and removal; and
• Providing security personnel.
5. INDEMNIFICATION
5.1 COUNTY INDEMNITY
County hereby agrees to indemnify, defend, assume all liability for and hold harmless Grantor
and its officers, employees, agents and representatives, to the maximum extent allowed by law,
from all actions, claims, suits, penalties, obligations, liabilities, damages to property, costs and
expenses (including, without limitation, any fines, penalties, judgments, settlements, actual
litigation expenses and experts’ and actual attorneys’ fees), environmental claims or bodily
and/or personal injuries or death to any persons, arising out of or in any way connected to the
acts or omissions of County in connection with or arising from any entry onto the Facilities or
operation of the testing site or arising out of or in connection with such activities, whether such
entry, activities or performance thereof is by County or anyone directly or indirectly employed or
under contract with County or acting on behalf of County, and whether such damage or claim
shall accrue or be discovered before or after the termination of this Agreement.
Upon written notice from Grantor, County agrees to assume the defense of any lawsuit,
administrative action or other proceeding for which County has an obligation to defend pursuant
to this Section.
The obligations under this Section shall apply except to the extent of the sole negligence or
willful misconduct of Grantor and are in addition to any other rights or remedies under the law or
under this Agreement. This Section this shall survive the revocation or termination of this
Agreement.
AGREEMENT No. H-708723
4
5.2 GRANTOR INDEMNITY
Grantor hereby agrees to indemnify, defend, assume all liability for and hold harmless County
and its officers, employees, agents, representatives and volunteers, to the maximum extent
allowed by law, from all actions, claims, suits, penalties, obligations, liabilities, damages to
property, costs and expenses (including, without limitation, any fines, penalties, judgments,
settlements, actual litigation expenses and experts’ and actual attorneys’ fees), environmental
claims or bodily and/or personal injuries or death to any persons, arising out of or in any way
connected to the acts or omissions of Grantor in connection with or arising from Grantor's failure
to fulfill its obligations under the Agreement or otherwise from Grantor's breach of the
Agreement, whether such damage or claim shall accrue or be discovered before or after the
termination of this Agreement.
Upon written notice from County, Grantor agrees to assume the defense of any lawsuit,
administrative action or other proceeding for which Grantor has an obligation to defend pursuant
to this Section.
The obligations under this Section shall apply except to the extent of the sole negligence or
willful misconduct of County and are in addition to any other rights or remedies under the law or
under this Agreement. This Section this shall survive the revocation or termination of this
Agreement.
6. INSURANCE
Each of County and Grantor, at its sole cost and expense, shall insure its activities and
obligations in connection with this Agreement by obtaining, 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. Grantor hereby acknowledges that County is
self-insured and consents to County's compliance with the insurance requirements under this
Agreement by self-insurance.
7. COMPLIANCE WITH LAW
Each of County and Grantor 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.
8. INDEPENDENT STATUS
This Agreement is by and between County and Grantor and is not intended, and shall not be
construed, to create the relationship of agent, servant, employee, partnership, joint venture or
association as between County and Grantor. Each of County and Grantor 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.
9. NON-DISCRIMINATION
Each party 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.
AGREEMENT No. H-708723
5
10. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
Grantor expressly acknowledges and agrees that this Agreement does not require or permit
access by Grantor or any of its officers, employees, contractors or agents to any information that
is deemed Protected Health Information ("PHI") under the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). Notwithstanding the forgoing, the parties acknowledge
that in the course of this Agreement, Grantor or its officers, employees, contractors and/or agents
may gain inadvertent access to PHI. Grantor understands and agrees that neither it, nor its
officers, contractors, employees or agents, are to take advantage of such access for any purpose
whatsoever.
Additionally, in the event of such inadvertent access, Grantor and its officers, employees,
contractors and agents shall maintain the confidentiality of any information obtained and shall
notify County that such access has been gained immediately, or upon the first reasonable
opportunity to do so. In the event of any access, whether inadvertent or intentional, Grantor shall
indemnify, defend, and hold harmless County, including its officers, employees, 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
Grantor's or its officers', employees', contractors' or agents' access to PHI. Grantor agrees to
inform its officers, employees, contractors and agents providing services related to the Facilities
used by County and the Users pursuant to this Agreement regarding Grantor's obligations as
described hereinabove.
11. INFECTION CONTROL PLAN
The County shall provide an infection control plan to Grantor prior to the commencement of
testing at the Facilities.
12. GENERAL PROVISIONS
12.1 ASSIGNMENT
Neither County nor Grantor shall assign their rights, duties or obligations under this Agreement,
either in whole or in part, without the prior written consent of the other.
12.2 CALIFORNIA PUBLIC RECORDS ACT
This Agreement is subject to the California Public Records Act ("CPRA") under California
Government Code section 6250, et seq. In the event that a public records request is made to
view or obtain copies of records related to this Agreement, County and Grantor will review such
records to determine if full or partial disclosure or exemption is legally appropriate under the
CPRA. Each party understands that, for purposes of the CPRA, records of a confidential nature
should be clearly and appropriately marked as "Confidential", "Proprietary" and/or "Trade
Secret". Neither party shall in any way be liable or responsible for the disclosure of any such
records including, without limitation, those so marked, if disclosure is required by law or by an
order issued by a court of competent jurisdiction.
12.3 SEVERABILITY
If 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 a part of the Agreement, and the remaining provisions 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.
AGREEMENT No. H-708723
6
12.4 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
for herein are cumulative.
12.5 INTERPRETATION
Exhibit A (Facilities Specifications), Exhibit B (Administration of Agreement) and any other
Exhibits attached hereto are incorporated herein by reference and made a part of this Agreement.
In the event of any conflict or inconsistency in the definition or interpretation of any word,
responsibility, task or the contents of or otherwise between this base document (hereinafter
"Base Agreement") and the Exhibits or among Exhibits, such conflict or inconsistency shall be
resolved by giving precedence first to this Base Agreement and then to the Exhibits in
alphabetical order.
12.6 MODIFICATIONS AND AMENDMENTS
This Agreement may be amended or modified at any time by mutual written consent of the
authorized representatives of both parties.
12.7 AUTHORITY
Each of County and Grantor 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 on its behalf is the duly designated agent of the party and is authorized to do so.
12.8 GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the State of California.
12.9 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).
12.10 ENTIRE AGREEMENT
The 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
the parties.
12.11 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 Agreement.
12.12 ELECTRONIC SIGNATURES
County and Grantor agree to consider facsimile and electronic versions of original signatures of
authorized personnel of each party to 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.
AGREEMENT No. H-708723
7
IN WITNESS WHEREOF, County and Grantor by their duly authorized signatures have caused this
Agreement to be effective on the Effective Date as defined above.
COUNTY OF LOS ANGELES
DEPARTMENT OF HEALTH SERVICES
By
Authorized Signature
Name
Title
GRANTOR:
CITY OF AZUSA
By
Authorized Signature
Name
Title
AGREEMENT No. H-708723
EXHIBIT A
FACILITIES SPECIFICATIONS
The testing site is taking place in Azusa Memorial Park – North Recreation Center located at 340 N.
Orange Place, Azusa, CA 91702. The County will have access to the indoor gynasium, restrooms and
other small break rooms as requested.
EXHIBIT B
ADMINISTRATION OF AGREEMENT
COUNTY’S ADMINISTRATION
AGREEMENT No. H-708723
COUNTY’S PROJECT DIRECTOR:
Name: Julio C. Alvarado
Title: Director, Contracts and Grants Division
Address: 333 N. Figueroa Street, 6th Floor East, Los Angeles, CA 90012
Telephone: (213) 288-7819 Facsimile: (213) 250-2958
E-Mail Address: jalvarado@dhs.lacounty.gov
*COUNTY’S PROJECT MANAGER:
Name: Shari Doi
Title: Director, Patient Access
Address: 333 N. Figueroa Street, 9th Floor East, Los Angeles, CA 90012
Telephone: (213) 288-7802 Facsimile: (213) 481-0503
E-Mail Address: sdoi@dhs.lacounty.gov
*Notices shall be sent to County’s Project Manager, with a copy to County’s Project Director.
EXHIBIT B
ADMINISTRATION OF AGREEMENT
GRANTOR’S ADMINISTRATION
AGREEMENT No. H-708723
GRANTOR’S PROJECT MANAGER:
Name: Miki Carpenter
Title: Director, Community Resources
Address: 213 E. Foothill Blvd., Azusa, CA 91702
Telephone: (626)812-5220 Facsimile: (626)812-0321
E-Mail Address: mcarpenter@AzusaCA.gov
GRANTOR’S AUTHORIZED OFFICIAL: Name, title and contact information for the individual authorized
to act on behalf of and bind the Grantor during the term of the Agreement.
Name: Sergio Gonzalez
Title: City Manager
Address: 213 E. Foothill Blvd., Azusa, CA 91702
Telephone: (626)812-5238 Facsimile: (626)334-6358
E-Mail Address: sergio.gonzalez@AzusaCA.gov
NOTICES: Notices regarding the Agreement shall be sent to the following:
Name: Miki Carpenter
Title: Director, Community Resources
Address: 213 E. Foothill Blvd., Azusa, CA 91702
Telephone: (626)812-5220 Facsimile: (626)812-0321
E-Mail Address: mcarpenter@AzusaCA.gov