Loading...
2024 Desert Healthcare District - Flu Shot Clinic Indemnity & Hold Harmless AgrmtMEMORANDUM DATE: September 19, 2024 TO: Jon McMillen, City Manager FROM: Caroline Doran, Sr. Community Resources Specialist Cv 0"&a CALIFORNIA RE: Desert Health Care District - Free Flu ShotsNaccines 2024-10-23 Wellness Center - IHH Agrmt Please list the Contracting Party / Vendor Name, any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: ❑ Approved by City Council on ❑ City Manager's signing authority provided under the City's Purchasing & Contracting Policy [Resolution No. 2023-0081 for budget expenditures of $50,000 or less. ❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for temporary employment positions. ❑✓ Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must apply): ❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids ❑ Sole Source FY/ -1 Select Source ,❑ Cooperative Procurement Requesting department shall check and attach the items below as appropriate: ❑ Agreement payment will be charged to Account No.: Agreement term: Start Date October 23, 2024 End Date October 23, 2025 ❑✓ Amount of Agreement, Amendment, Change Order, etc.: $ -0- REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual Amendments or Change Orders! F4 1� NOTE: Insurance certificates as required by the Agreement for Risk Manager approval Approved by: Oscar Mojica Date: 9/24/2024 Bonds (originals) as required by the Agreement (Performance, Payment, etc.) Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) Business License No. Expires: Requisition for a Purchase Order has been prepared (Agreements over $5,000) INDEMNITY AND HOLD HARMLESS AGREEMENT THIS INDEMNITY AGREEMENT AND HOLD HARMLESS ("Agreement") is hereby entered into by the City of La Quinta ("City") and Desert Health Care District and Foundation ("Contracting Party") as of October 23, 2024. RECITALS A. Contracting Party has proposed to provide the following vaccines, as described in the attached Exhibit A: COVID-19 Vaccine, Influenza Vaccine (Flu), and Respiratory Syncytial Virus (RSV) Vaccine to the community ("Services"). B. The City wishes to have Contracting Party provide the Services to the community where the residents of the City and visitors can obtain this health service. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: Section 1 The foregoing Recitals are true and correct and are hereby incorporated herein by this reference and are expressly made a part of this Agreement. Section 2 2.1 Contracting Party shall defend (with counsel selected by the City), indemnify, and hold harmless the City and its officers, employees, and agents (collectively, "Indemnified Parties") from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contracting Party or by any individual or entity for which Contracting Party is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contracting Party, excepting only those claims, actions, obligations, losses, liabilities, judgments, or damages arising out of the sole negligence, active negligence, or willful misconduct of the Indemnified Parties. 2.2 In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of Contracting Party, Contracting Party shall provide a defense (with counsel selected by the City) to the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties on an ongoing monthly basis their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. 2.3 In addition, Contracting Party shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parties. Revised October 2017 Section 3 3.1 Prior to the execution and throughout the duration of this Agreement, Contracting Party shall maintain insurance in conformance with the requirements set forth below. Contracting Party may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contracting Party shall have it amended to do so. Contracting Party acknowledges that the insurance coverage and policy limits set forth in this Section 3.1 constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City in the event of a loss covered by this Agreement. Contracting Party shall provide the following types and amounts of insurance A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non-contributory B. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. Must include the following endorsements: Workers Compensation Waiver of Subrogation Workers Compensation Declaration of Sole Proprietor if applicable C. Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Personal Auto Declaration Page if applicable D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf," with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contracting Party, subcontractors or others involved in the provision of services under this Agreement. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Revised October 2017 E. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. 3.2 Contracting Party agrees to provide evidence of the insurance required herein, satisfactory to City, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to Contracting Party's Commercial General Liability policy using ISO Form CG 20 10 with an edition date prior to 1988, which form shall include coverage for completed operations. The additional insured endorsement shall expressly name City, and its officers and employees as additional insureds on the policy(ies) as to Commercial General Liability coverages, and completed operations coverages, with respect to liabilities arising out of Contracting Party's performance of the Services under this Agreement. 3.3 Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance, shall be delivered to City prior to Contracting Party commencing performance of any of the Services described in this Agreement. 3.4 Copies of this Agreement and any other forms of communication between the parties shall be directed to the addresses set forth below: To City: CITY OF LA QUINTA Attention: Caroline Doran 78495 Calle Tampico La Quinta, California 92253 cdoranC@-laguintaca.gov Revised October 2017 To Contracting Party: Desert Healthcare District Attn: Chris Christensen 1140 N Indian Canyon Dr Palm Springs, CA 92262 Email address: cchristensen@dhcd.org Signed: ("Contracting Party") By: Chris Christensen Print name Its: CEO Print title CITY OF LA QUINTA, a California Municipal Corporation and Charter City ("City") By: c ilien, City Manager ATTEST: Monika Radeva, City Cl" APPROVED AS TO FORM: By:yy ` 7��- William H. Ihrke, City Attorney Revised October 2017 EXHIBIT A SCOPE OF WORK Desert Health Care District Service Offered COVID-19 Vaccine, Influenza Vaccine (Flu), and Respiratory Syncytial Virus (RSV) Vaccine to the community. Clients are to provide their medical insurance cards. Clients without medical insurance will be provided the COVID-19 and flu vaccines at no cost. Date/Times: October 23, 2024; 9:OOam — 12:OOpm Location Wellness Center Multipurpose Room (Tables and Chairs are provided by La Quinta Wellness Center staff will assist with setting up tables and tearing down tables).