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HomeMy WebLinkAbout051721_ca01 Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator (Interim) FROM: Willie Bence, Emergency Management Director DATE: l\ ( 7, aaat SUBJECT: Facility Use Agreement—COVID-19 Drive-Thru Vaccination Facilities STATEMENT OF ISSUE: Jefferson Healthcare has shifted focus of its COVID-19 vaccination efforts toward delivery within the hospital district's permanent clinics and operations, and is looking to cease operation of its drive-thru clinic beginning May le, ceasing 2nd dose operations by the end of next month. Jefferson County Emergency Management and Public Health will continue to offer vaccination services through "pop-up" clinics and other non-traditional settings as needed. This agreement will allow DEM/PH to utilize Jefferson Healthcare's drive-thru facilities as part of their ongoing efforts, should the need arise to stand back up a high-throughput vaccination drive-thru clinic. Some examples include vaccination for young children, who are not yet approved for the vaccine, or booster doses later this year. ANALYSIS: The drive-thru clinic site has proven to be instrumental in Jefferson County's state-leading efforts to vaccinate the community against COVID-19. While JHC shifts its focus elsewhere as demand for the vaccine decreases, this agreement allows DEM/PH future flexibility to stand the clinic back up in the future if/when the need arises. RECOMMENDATION: The BOCC enters into the facility use agreement with Jefferson County Public Hospital District 2 to enable DEM/JPH use of their drive-thru clinic facilities for a mass vaccination site. REVIEWED BY: y q/�-�! '.,- , _.c /3 ¼-' Mark Mc uley, County Admi i rator (interim) f Date FACILITY USE AND INDEMNITY AGREEMENT FOR COVID-19 DRIVE-THRU MASS VACCINATION FACILITIES This Facility Use Agreement for COVID-19 Drive-Thru Mass Vaccination Facilities (the "Agreement") is entered into this May 17, 2021 (the "Effective Date") by and between Jefferson County Public Hospital District No. 2 dba Jefferson Healthcare (the "District") and Jefferson County, Washington, by and through its Jefferson County Public Health Department ("JCPH") and its Jefferson County Department of Emergency Management ("DEM") (the "County") (the District and the County each a"Party" and together the "Parties"). WHEREAS, the Parties' respective Boards of Commissioners have each previously authorized ongoing cooperation between the Parties for purposes of providing COVID-19 vaccinations and related services to the public pursuant to and in accordance with the Centers for Disease Control ("CDC") COVID-19 Vaccination Program, by that certain Interlocal Agreement for COVID-19 Vaccine Clinic Services with an effective date of January 25, 2021 (the "ILA"); WHEREAS,the District owns temporary drive-thru COVID-19 mass vaccination facilities (the "Facilities")presently located on District property at District's main hospital campus, and the District has now determined that its ongoing COVID-19 vaccination efforts will be focused toward delivery within the District's permanent clinics and operations; WHEREAS, pursuant to this Agreement the District desires to allow the County to independently use and operate the Facilities, and the County desires and agrees to use,manage and operate the Facilities, under the County's sole control and at the County's sole risk, for the County's own mass vaccination efforts, according to the Permitted Use defined in this Agreement, at such times and under such circumstances as the County shall deem appropriate. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the Parties agree as follows: Section 1. Purpose. The purpose of this Agreement is to set forth the Parties' mutual agreement for temporary use of the Facilities by the County for the limited purpose of conducting COVID- 19 mass vaccination clinic operations for the benefit of the public on the terms and conditions stated herein. This Agreement is not intended to be a lease and shall not create or be construed to establish any tenancy or leasehold arrangement between the Parties. This Agreement is not intended to create any agency relationship,joint venture or partnership between the Parties. Section 2. Term and Termination. This Agreement shall commence on the Effective Date and continue in effect until terminated pursuant to this Section. This Agreement may be terminated by either Party, at any time without cause, upon ten (10) days written notice to the other Party. The District may terminate this Agreement immediately if the District determines, at District's sole discretion, that County's use of the Facilities substantially interferes with District operations, or for breach by the County of any obligation under this Agreement. In addition, the District may 1 terminate this Agreement at any time if it determines that any portion of the property currently occupied by any portion of the Facilities is or may be needed for other District uses. Upon termination, the County shall vacate the Facilities within a reasonable time and shall, at its sole cost and to the District's satisfaction, restore the Facilities to their condition immediately prior to the Effective Date. Section 3. Permitted Use; Operating Responsibility. The Facilities shall at all times remain the sole property of the District and shall be used by the County,under its sole management, authority and responsibility and at the County's sole risk, only for the limited purpose of COVID-19 vaccination and related services (the "Permitted Use"). The Permitted Use shall at all times be in accordance with the CDC COVID-19 Vaccination Program, and subject to all applicable laws and regulations. With the exception of electric service, keys and refrigerator, which the District will provide for the County's use pursuant to the Permitted Use, the District shall not procure, provide or supply any personnel, volunteers, training, processes, logistical support, resources, supplies (including but not limited to vaccines), equipment, software, repairs, maintenance or any other goods or services to the County related to the Permitted Use unless expressly provided in this Agreement or in other written agreement signed by the Parties. The County shall be solely responsible for removing all waste from the Facilities no less than daily, including but not limited to used sharps and other medical waste, and no waste shall be placed in any container or collection area for removal or disposal by the District at any time. The County may not install or operate any equipment, fixture or device, nor operate or permit to be operated any engine, motor or other machinery, or use gas, electricity or flammable substances in the Facilities except with prior written approval of the District, and according to any specific conditions set forth by the District. Any electrical work or connections must be approved by the District in advance and made by District-approved personnel. Any alteration to the Facilities or their configuration must be approved in advance by the District. Permitted Use and related terms or conditions may be altered by the District at any time upon reasonable notice to the County. The District may also establish additional procedures or policies related to use of the Facilities at any time upon reasonable notice to the County. Section 4. Facility Use Charge. County shall pay a non-refundable facility use charge of$500 dollars per day, including partial days, of the County's actual use of the Facilities for the Permitted Use. The Parties agree that this facility use charge is intended only to offset District costs and is not rent, and it shall not be construed as payment for any tenancy or leasehold arrangement. The fee amount is based on estimated costs to the District attributable directly or indirectly to the County's use of the Facilities (e.g. electricity service costs, portable restroom service, additional District security, general maintenance of the Facilities,etc.)and may be increased upon reasonable notice to the County; provided, however, that the maximum daily facility use charge shall not exceed $1,000 except upon written agreement of the Parties. Section 5. Signage; Advertising and Communications. The County shall mark the Facilities with appropriate signage, which must be approved by the District in advance and prior to any substantive modification, sufficient to inform the public that the Facilities are being operated and managed solely by the County for and during the Permitted Use. Signage shall include, but not 2 necessarily be limited to, traffic control signs, sandwich boards, parking area signs, and any other signs related to Facility operations pursuant to the Permitted Use. All advertising, marketing and communications with the public, in any form or via any media, shall also clearly state that the Facilities are under the sole operational control of the County for the Permitted Use. Section 6. No Parking. This Agreement does not include or make available any parking for the County's use.No County personnel or invitees shall park in any District parking area except while actually using District services or accessing District facilities as a patient or visitor. Section 7. Priority of District's Second Dose Clinics. The District shall retain priority to exclusive use of the Facilities to administer second vaccine doses, on such days and at such times as the District shall require. Without limiting the foregoing, the District and County shall use reasonable efforts to coordinate dates and times of their respective vaccine clinic operations until the District completes its second dose vaccine clinics,anticipated to be no later than June 30,2021. Section 8. Disclaimer of Liability. The District shall have no liability whatsoever to the County or to any other party arising out of or related to the Permitted Use or any non-permitted use, whether in contract or in tort. The District makes no representations or warranties whatsoever about the Facilities, including but not limited to their fitness for the Permitted Use. Any use of the Facilities by the County, including but not limited to invitees and licensees, is at the County's sole risk. The District shall not be responsible or liable for any County property used or stored in the Facilities. Section 9. Indemnification. Each Party to this Agreement shall be responsible for its own negligent and/or wrongful acts or omissions, and those of its own agents, employees, representatives or subcontractors, to the fullest extent required by the laws of the State of Washington. The County hereby agrees to indemnify, defend and hold the District and its commissioners, officers, employees, agents and representatives, harmless from and against any and all liability for injury or damage to the District or the District's property, and also from and against all claims, demands, and causes of action of every kind and character arising directly or indirectly, or in any way incident to, in connection with, or arising from the terms hereof, caused or alleged to be caused by the County's fault or that of its agents, employees, representatives or subcontractors, regardless of the form of action, whether in contract, tort or otherwise. Section 10. Insurance; Waiver of Immunity. Each Party shall maintain appropriate liability insurance or self-insured coverage to cover potential liabilities arising from this Agreement, and the County shall cause the District to be named as an additional insured on its Commercial General Liability policy or governmental equivalent for the term of this Agreement. The Parties acknowledge and agree that the Parties, including but not limited to those who organize, operate and participate in COVID-19 vaccination efforts and clinics, qualify as "Covered Persons" as defined in the PREP Act(42 U.S.C. § 247d-6d), and shall be immune from suit and liability under both Federal and State law with respect to all claims for loss caused by, arising out of, relating to, or resulting from Covered Countermeasures. Nevertheless, the Parties have specifically and mutually negotiated and hereby agree and acknowledge that neither the PREP Act nor any other 3 law or governmental action, whether presently in force or enacted in the future, that is intended wholly or in part to grant immunity to or limit or preclude any party's liability in any way related to COVID-19 countermeasures shall in any way touch, limit, offset or preclude any right of the District to, or claims made by the District for, indemnification or other rights or available relief pursuant to Section 9 of this Agreement, and the County hereby waives all such immunity solely for the purpose of effectuating the County's indemnification obligations under Section 9 of this Agreement. In addition, solely for the purpose of effectuating the County's indemnification obligations under Section 9, and not for the benefit of any third parties, the County specifically and expressly waives any immunity that may be granted it under the Industrial Insurance Act,Title 51 RCW, if applicable. Section 11. Compliance with Laws. Each Party shall carry out its respective activities and obligations under this agreement in conformance with applicable federal, state and local laws and regulations. Each Party agrees to comply with the licensure laws and pertinent regulations of the state of Washington and any other requirements of any other regulatory entity having legal authority as to their respective operations. The Parties intend this Agreement to comply with all laws, regulations and requirements applicable to physicians, hospitals, Medicare and Medicaid participants, and healthcare professionals in general. This Agreement shall be construed in a manner consistent with compliance with such statutes and regulations. If at any time either Party has reasonable grounds to believe this Agreement may not conform to evolving requirements or interpretations relevant to such matters, the Parties shall immediately reopen negotiations in good faith to bring it into compliance. Section 12. Notices. Any and all notices or communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been given upon receipt when personally delivered or sent by overnight courier or when such delivery is refused or upon receipt if sent by facsimile with hard copy in two (2) days or two (2) days after deposit in the United States mail if sent by first class, certified or registered mail, return receipt requested. All notices shall be addressed to the Parties at the addresses set forth below or at such other address specified by notice to the other Party. If to District: Mike Glenn,CEO Jefferson Healthcare 834 Sheridan St Port Townsend,WA 98368 (360)385-2200 mglenn@j effersonhealthcare.org If to County: Vicki Kirkpatrick,Director Jefferson County Public Health 615 Sheridan St Port Townsend, WA 98368 (360)385-9400 vkirkpatrick@co.j efferson.wa.us 4 Section 13. Entire Agreement/Modification. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations or discussions with respect thereto. This Agreement may be supplemented by additional agreements executed by the Parties or may be amended or modified by written instrument signed by the Parties hereto. Such amendments may be for the purposes of, among other things, adding or deleting Parties to this Agreement or expanding the purposes for which the Parties are collaborating. Section 14. Waiver. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any a provision of this Agreement shall not be deemed to be waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. All of the rights or remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and not alternative, and the exercise of any right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Section 15. Relationship of Parties. The District and County are and shall remain separate and independent entities. None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create, any relationship between or among the Parties other than that of independent contractors. Except as otherwise provided, neither of the Parties nor any of their employees or agents shall be construed to be the agent, partner, co-venturer, employee, or representative of the other Party. District elected officials, employees, agents and contractors shall not be deemed County employees, and County elected officials, employees,agents and contractors shall not be deemed District employees, agents or contractors. Section 16. Third Party Beneficiaries. None of the provisions of this Agreement is or shall be construed as for the benefit of or enforceable by any person not a Party to this Agreement. Section 17. Assignment. No Party to this Agreement may assign its rights or obligations hereunder. Section 18. Counterparts. This Agreement may be executed in counterparts, including by ink, email, or electronic signature, and each counterpart shall be an original and all counterparts taken together shall constitute one and the same instrument. Section 19. Authorization. Each Party does hereby represent and warrant to the others that it is duly authorized to enter into and to carry out the terms of this Agreement. Section 20.Independent Review.This Agreement has been reviewed and revised by legal counsel for all Parties and no presumption or rule that ambiguity shall be construed against the Party who drafted the Agreement shall apply to the interpretation or enforcement of this Agreement. 5 Section 21. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Washington. Any action arising out of this Agreement shall be brought exclusively in Jefferson County Superior Court. Section 22. Severability. In case any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement shall in any way be affected thereby. IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the Effective Date set forth above. JEFFERSON COUNTY PUBLIC HOSPITAL DISTRICT NO. 2 Mike Glenn, Chief Executive Officer JEFFERSON COUNTY,WASHINGTON Kate Dean, Chair, Board of County Commissioners Mark McCauley, County Administrator (Interim) Vicki Kirkpatrick, Director, Jefferson County Public Health Department Tom Locke, MD, Health Officer Willie Bence, Director, Jefferson County Department of Emergency Management 6