HomeMy WebLinkAboutF-13 Staff Report - CR Amended and Restated Space Use Agmt with LAC for COVID TestingCONSENT ITEM
F-13
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES
DATE: JUNE 21, 2021
SUBJECT: APPROVAL OF AMENDED AND RESTATED FACILITIES USE AGREEMENT
FOR USE OF CITY FACILITIES INCLUDING MEMORIAL PARK LOCATED AT
320 N. ORANGE PLACE FOR COVID-19 TESTING BY AND BETWEEN COUNTY
OF LOS ANGELES AND CITY OF AZUSA
BACKGROUND:
Based on the need for additional COVID testing capacity in areas of higher test positivity, the County of
Los Angeles requested use of the North Recreation Center (NRC) located at 340 N. Orange Place,
Azusa, CA 91702, as a testing site. Subsequently, on August 4, 2020, City Council approved a License
Agreement for use of the NRC, which expired on 12/31/20. Since opening, over 12,000 tests have been
conducted, with over 3500 (30%) of those tests being taken by Azusa residents. Positivity rates have
fluctuated from 8% in September to 15% in November.
On December 21, 2020, the Council approved the extension of the License Agreement through 6/30/21
and has since transitioned to the Memorial Park Gym at 320 N. Orange Place Azusa, CA 91702. The
County has expressed great satisfaction with regard to the location including parking, staff availability,
and the accessibility to the public at this site, and wishes to extend again this agreement on a month to
month basis through 12/31/21. The County is also interested in making flexible the days, time and
specific location of testing, so that they may accommodate the quickly changing needs of the
community.
RECOMMENDATION:
It is recommended that City Council take the following action:
1)Review and approve the Amended and Restated Facilities Use 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 Amended and Restated Facilities Use Agreement for
use of City Facilities, in a form acceptable to the City Attorney, on behalf of the City.
APPROVED
CITY COUNCIL
6/21/2021
LA County Facilities Use Agreement: COVID-19 Testing Site
June 21, 2021
Page 2
ANALYSIS:
On August 4, 2020, City Council authorized a License Agreement (Agreement), with L.A. County, for
use of the NRC as a COVID testing site. That Agreement expired on 12/31/20. On December 21, 2020,
the Council approved an extension of the Agreement through 6/30/21, and has since transitioned to
providing testing at the Memorial Park Gym at 320 N. Orange Place Azusa, CA 91702. The County has
requested continuance of the use of City facilities through an Amended and Restated Facilities Use
Agreement through December 31, 2021 on a month to month basis.
As in the original Agreement, the operator of the site would oversee the operations, including having
approximately ten (10) staff on site, handling their own set up and tear down, and other than chairs,
would continue to provide their own equipment. A security guard would continue to be provided by the
Operator, during the hours that the testing site is open to the public.
The Agreement includes a provision that it may be terminated by either party with written notice, at least
ten (10) days prior to the requested termination date.
Conditions of the original Agreement will remain in effect, with the exception of the extension of the
date of termination of the lease and additional language added to allow the County to modify days,
hours, and locations, as needed, with e-mail approval from the City.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
Prepared by:
Miki Carpenter
Director of Community Resources
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachment:
1) Amended and Restated Facilities Use Agreement for Use of City Facilities
1
Agreement No. H-708723
AMENDED AND RESTATED
FACILITIES USE AGREEMENT
BY AND BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF AZUSA
This Amended and Restated Facilities Use Agreement (hereinafter "Agreement" or "A&R Agreement) is
made and entered into as of this ____ day of June, 2021 (hereinafter "A&R Agreement Date") by and
between the County of Los Angeles (hereinafter "County"), a political subdivision of the State of
California, on behalf of its Department of Health Services (hereinafter "Department" or "DHS") and the
City of Azusa (hereinafter "Grantor" or "City"), a municipal corporation organized under the laws of the
State of Calironia, on behlaf of its Community Resources Department.
RECITALS
WHEREAS, Grantor is a rightful possessor or occupant with a right to transfer use of certain facilities,
premises or other space (hereinafter "Facilities"); and
WHEREAS, on March 4, 2020, County's Board of Supervisors declared a Local and Public Health
Emergency (hereinafter "Emergency") following the introduction of the Corovnavirus Disease 2019
(hereinafter "COVID-19") cases in Los Angeles County; and
WHEREAS, following such declaration of the Emergency, County has launched COVID-19 testing
efforts and currently operates and/or supports testing and vaccinations at various locations throughout Los
Angeles County for the preservation of public health and safety; and
WHEREAS, on August 10, 2020 (hereinafter "Original Agreement Date"), the parties hereto entered into
that certain gratis License Agreement No. H-708723 for Use of City Facilities (hereinafter, together with
all amendments thereto, “Original Agreement”) for County's access to and use of the City Facilities for
operating and/or supporting COVID-19 related activities including testing, which expires on June 30,
2021; and
WHEREAS, County desires, and Grantor agrees to allow County, to continue having access to and using
the Facilities, or a part thereof, on as-needed basis until and through December 31, 2021 for pop-up testing
and other COVID-19 related activities, with the terms of each such access and use subject to mutual
written agreement of the parties; and
WHEREAS, the parties, therefore, intend to amend and restate the Original Agreement in its entirety,
together with any and all amendments thereto, in the form of this Agreement to extend the term until and
through December 31, 2021 for such County's as-needed, intermittent access to and use of the Facilities
and to memorialize any other changes to the Original Agreement, as set forth herein; and
WHEREAS, the Original Agreement provides that such changes may be made by mutual written consent
of the authorized representatives of both parties.
Attachment 1
2
NOW THEREFORE, in consideration of the foregoing Recitals, mutual agreement of the parties and the
terms and conditions specified herein, the parties agree as follows:
1. FACILITIES USE
1.1 ENGAGEMENTS
For each consecutive period of time when County desires to use the Facilities in accordance with
the terms of the Agreement (hereinafter "Engagement"), County and Grantor will fill out and
execute the form substantially similar to the form in Exhibit A (Engagement Order), which will
include, among others, the specific Facilities location, duration of the Engagement and hours of
use ("Hours of Use") of the Facilities by County and the Users (as defined below), responsibilities
of each party during and relating to the Engagement and personnel administering the Engagement
on behalf of each party. Each such executed form will be an "Engagement Order" for Facilties use
under the Agreement.
1.2 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 the Agreement, the right to enter onto, access, occupy and use the
Facilities for the duration of the Engagement during the Hours of Use. Permissible uses of the
Facilities by County and the Users include COVID-19 related activities including testing and
supporting tasks. Notwithstanding Hours of Use specified in an Engagement Order, County and
Grantor may agree in writing to different and/or additional Hours of Use for the Engagement,
including time perod and/or days for permissable uses of the Facilities by County and the Users.
1.3 FACILITIES MODIFICATION
The parties shall cooperate with each other to address repair of damages to the Facilities caused by
County during the term of any Engagement with no fault of Grantor. County will not make
alterations to the Facilities, unless otherwise authorized by Grantor.
1.4 ADMINISTRATION OF AGREEMENT
The parties shall administer the Agreement and its performance through their representatives
identified in Exhibit B (Administration of Agreement).
1.5 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 operational area at the Facilities.
2. TERM AND TERMINATION
2.1 TERM
The term of this Agreement shall commence upon the Original Agreement Date (as defined above)
and shall continue in full force and effect until and through December 31, 2021 (hereinafter
"Expiration Date"), unless sooner terminated as provided herein below or extended upon mutual
agreement of the parties.
2.2 TERMINATION
2.2.1 TERMINATION FOR CONVENIENCE
This Agreement may be terminated by either party for convenience upon written notice to the other
given at least ten (10) days prior to the requested termination date, provided, however, that Grantor
may not terminate the Agreement for convenience during any executed, but incomplete
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Engagement. County may also terminate any executed Engagement Order before the completion of
the Engagement.
2.2.2 TERMINATION FOR MATERIAL BREACH
Either party may also terminate this Agreement upon breach by the other party of any material
provision of the 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. For purposes of this paragraph, the
parties shall take into consideration any Engagement that may be active at the time of the breach.
2.2.3 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 may substantially impact the ability of County or the
Users to use the Facilities for intended purposes.
3. RESPONSIBILITIES
3.1 GRANTOR'S RESPONSIBILITIES
3.1.1 MAINTENANCE
Except as may otherwise be specified in an Engagement Order or agreed to by the parties, Grantor
shall be responsible for, and pay all costs of and incidental to, the proper maintenance of the
Facilities, including but not limited to: utilities, including water, gas, electricity and internet access
(free wi-fi for County and the Users, to the extent available); 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.
3.1.2 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 and each Engagement.
3.1.3 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 activities as
specified in the Agreement and each applicable Engagement Order, which will be subject to the
terms and conditions of Exhibit C (Permit License) attached to this Base Agreement (as defined
below), to the extent that such terms and conditions (i) are applicable and (ii) do not contradict and
are not inconsistent with the terms and conditions of the Base Agreement.
3.2 COUNTY'S RESPONSIBILITIES
Except as may otherwise be specified in an Engagement Order or agreed to by the parties, County
shall be responsible for setting up or shutting down the operational area 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 related activities
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performed by County or its agents and serve as a day-to-day point of contact to Grantor; treatment
and removal of biohazardous waste from the premises; and provision of COVID-19 service related
products, including test kits.
4. INDEMNIFICATION
4.1 COUNTY INDEMNITY
To the extent allowable by law, County shall indemnify, defend, and hold harmless Grantor and its
officers, employees, contractors and volunteers from and against any and all liability, loss,
damage, expense, costs (including reasonable attorneys' fees) or claims for injury or property
damages to the extent arising out of or in connection with County's acts and/or omissions arising
from or related to this Agreement, including use of the Facilities by County or its agents, and
County's breach of the Agreement. This provision shall survive the expiration or termination of
the Agreement.
4.2 GRANTOR INDEMNITY
To the extent allowable by law, Grantor shall indemnify, defend, and hold harmless County,
including its officers, employees, agents, contractors and volunteers, and the Users against any and
all liability, loss, damage, expense, costs (including reasonable attorneys' fees) or claims for injury
or property damages to the extent arising out of or in connection with Grantor's acts and/or
omissions arising from or related to this Agreement, including Grantor's obligations to maintain
the Facilities, and Grantor's breach of the Agreement. This provision shall survive the expiration
or termination of the Agreement.
5. 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.
6. 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.
7. NON-DISCRIMINATION
Grantor 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.
8. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
8.1 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
5
Accountability Act of 1996 ("HIPAA"). Notwithstanding the foregoing, 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.
8.2 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.
8.3 Grantor's obligations under this paragraph shall survive the expiration or termination of the
Agreement.
9. GENERAL PROVISIONS
9.1 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.
9.2 PUBLIC RECORDS ACT
This Agreement is subject to the California Public Records Act ("PRA") under California
Government Code §§ 6250, et seq. In the event that a public disclosure request is made to view
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 PRA. Grantor understands that
for purposes of the PRA, records of a confidential nature should be clearly and appropriately
marked as "Confidential", "Proprietary" and/or "Trade Secret". County shall not 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.
9.3 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.
9.4 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.
9.5 INTERPRETATION
The Exhibits attached hereto and any executed Engagement Orders are incorporated herein by
reference and made a part of this Agreement. In the event of any conflict or inconsistency between
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the provisions of this base document (hereinafter "Base Agreement") and the Exhibits or any
executed Engagement Orders or among Exhibits and the executed Engagement Orders, such
conflict or inconsistency shall be resolved by giving precedence first to this Base Agreement, then
to the Exhibits in alphabetical order and then to the executed Engagement Orders. Notwithstanding
the foregoing, in the event of any conflict or inconsistency between County's or Grantor's
responsibilities specified in the Agreement and any Engagement Order, the corresponding
resposibilities specified in the Engagement Order shall prevail.
9.6 AMENDMENTS AND MODIFICATIONS
This Agreement may be amended or modified at any time by mutual written consent of the
authorized representatives of both parties.
9.7 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.
9.8 APPLICABLE 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. This Agreement shall be governed in all respects by the laws of
the State of California.
9.9 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).
9.10 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.
9.11 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.
9.12 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.
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IN WITNESS WHEREOF, County and Grantor by their duly authorized signatures have caused this
Agreement to be effective on the A&R Agreement Date as defined above.
COUNTY OF LOS ANGELES
DEPARTMENT OF HEALTH SERVICES
By for
Authorized Signature
Name
Title
GRANTOR:
CITY OF AZUSA
By
Authorized Signature
Name
Title
EXHIBIT A
ENGAGEMENT ORDER
ENGAGEMENT NO. H-708723-1
1. FACILITIES SPECIFICATIONS
FACILITIES NAME:
Memorial Park
Location/Address:
320 N. Orange Place, Azusa, CA 91702
ENGAGEMENT DURATION:
July 1, 2021 – July 31, 2021
Hours of Use:
To be determined.
2. ADMINISTRATION OF ENGAGEMENT
COUNTY'S ENGAGEMENT ADMINISTRATOR
NAME: Paula Siler
TITLE: Clinical Nursing Director
PHONE NUMBER: 626.525.5293
EMAIL: psiler@dhs.lacounty.gov
ADDRESS: 1000 S. Fremont Av., 6th Floor
Alhambra, CA 91803
GRANTOR'S ENGAGEMENT ADMINISTRATOR
NAME: Miki Carpenter
TITLE: Director of Community Resources
PHONE NUMBER: 626.812.5220
EMAIL: mcarpenter@azusaca.gov
ADDRESS: 320 N. Orange Place, Azusa, CA 91702
3. ENG AGEMENT RESPONSIBILITIES
3.1 COUNTY'S RESPONSIBILITIES
In addition to other responsibilities of County and/or in lieu of responsibilities of Grantor
specified in the Agreement, County will be responsible for the following for the duration of this
Engagement:
1. Providing oversight of testing operations.
2. Providing County point of contact person.
3. Providing biohazard trash removal.
3.2 GRANTOR'S RESPONSIBILITIES
In addition to other responsibilities of Grantor and/or in lieu of responsibilities of County
specified in the Agreement, Grantor will be responsible for the following during the term of this
Engagement:
1. Providing venue and site access.
2. Providing for trash pick-up.
3. Providing for restroom facility for County's and agents' staff.
APPROVED
COUNTY OF LOS ANGELES
___________________________________
Signature – County's Project Director / Manager
Julio C. Alvarado_______________________
Print Name
Director, Contracts and Grants Division _____
Title
Date
GRANTOR
___________________________________
Signature – Grantor's Project Manager
Miki Carpenter _________________________
Print Name
Director of Community Resources __________
Title
Date
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: 313 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: Clemens Hong, MD
TITLE: Acting Director of Community Programs
ADDRESS: 313 N. Figueroa Street, 9th Floor, Los Angeles, CA 90012
TELEPHONE: (617) 640-3454 Facsimile: N/A
E-MAIL ADDRESS: chong@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 of Community Resources
ADDRESS: 320 N. Orange Place, Azusa, CA 91702
TELEPHONE: 626.812.5220 Facsimile: N/A
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: 320 N. Orange Place, Azusa, CA 91702
TELEPHONE: 626.812.5239 Facsimile: N/A
E-MAIL ADDRESS: sergio.gonzalez@azusaca.gov
NOTICES: Notices regarding the Agreement shall be sent to the following:
GRANTOR’S PROJECT MANAGER:
NAME: Miki Carpenter
TITLE: Director of Community Resources
ADDRESS: 320 N. Orange Place, Azusa, CA 91702
TELEPHONE: 626.812.5220 Facsimile: N/A
E-Mail Address: mcarpenter@azusaca.gov