CONTRACT 5893 OtherAgreement No. 5893
COVID-19 TESTING SERVICES CONTRACT
This is a Contract (the "Contract") between Torrance Emergency Care Associates, Inc. DBA Torrance Memorial Urgent Care
("Clinic") and City of El Segundo and its Fire Department (collectively, "Department"), in which Clinic and Department, for and in
consideration of the mutual covenants and agreements made herein, agree as follows:
1. The Services. Clinic agrees to perform nasal swab testing for Coronavirus Disease 2019 (COVID-19) for employees of
Department (the "Services"). Clinic will furnish all labor, materials, and other items necessary to perform the Services. Services
will be performed at Torrance Memorial Urgent Care, 855 Manhattan Beach Blvd., Manhattan Beach, California 90266 during
Clinic's testing hours, which Clinic may change at any time.
2. Contract Term and Termination. This Contract will remain in effect for the duration of the State of Emergency proclaimed by
the Governor of California related to COVID-19 and the local emergency proclaimed by the City of El Segundo, unless sooner
terminated by either party. Either party may terminate this Contract immediately, with or without cause, by providing the
other party written notice of such termination. Upon termination, Department shall pay Clinic for Services performed in
accordance with the Contract up to the termination date.
3. E _!nMoic swand F?aypae[rt'. Department will pay Clinic for the Services at a rate of $390 per Department employee who
presents for Services. On a monthly basis, Clinic will submit invoices for the Services provided in the previous month. Payment
is due 30 days from receipt of Clinic's invoice. The total amount of this Contract may not exceed $50,000.
4. Independent Contractor. Clinic will be an independent contractor and not an agent, employee or partner of Department.
None of the benefits provided by Department to its employees, including workers compensation, unemployment or other
insurance, or profit sharing, 401K or other benefit plans, will be provided to Clinic or its employees, subcontractors or agents.
Clinic and its employees, subcontractors and agents will not enter into agreements with third parties or make any
commitments on Department's behalf.
S. Control rvlsio,n" and, Subcolntractors. Clinic will control the manner and means of providing the Services. Clinic at all
times will direct and supervise its employees, subcontractors and agents, and will not employ on the Services any unfit person
or anyone not skilled in the Services assigned.
6. HIPAA. Clinic is a Covered Entity as that term is defined in the Health Insurance Portability and Accountability Act ("HIPAA").
As the Covered Entity, Clinic shall be solely responsible for complying with HIPAA and any other federal, state and local laws
pertaining to patient confidentiality. In compliance with HIPAA and similar state privacy laws, Clinic shall only report the
results of any testing performed as part of the Services to the individual for whom the testing was performed, any public
health authorities as required by law and as otherwise permitted or required by applicable law. Clinic shall not share with
Department any individually identifiable information about Department employees using the Services.
7. Disclaimer. Samples collected by Clinic as part of the Services will be sent to a third -party laboratory for processing.
Department acknowledges that (i) all diagnostic testing including, COVID-19 testing, is imperfect, and is susceptible to false -
positive and false -negative test results; and (ii) it is possible for a person to be infected with COVID-19 despite receiving
negative test results. Department agrees that Clinic shall not be liable for any false -positive, false -negative or otherwise
inaccurate test results.
8. Release. Department agrees to release and to hold harmless Clinic, its subsidiaries and affiliates and their respective
associated physicians, physician assistants, directors, officers, representatives, members, agents and employees (all of the
foregoing hereinafter, and including their respective heirs, successors, assigns, executors and administrators, collectively,
"Releasees") from any and all liability whether caused by negligence of any of the Releasees or otherwise for any claim,
judgment, loss, damage, liability, cost and expenses (including, without limitations, attorneys' fees and costs) related to, arising
out of or in connection with the Services, including, but not limited to, any claim related to, arising out of or in connection
with any illness or injury (minimal, serious, catastrophic and/or death) that anyone receiving the Services may incur or sustain.
This Section shall survive termination of the Contract.
9. Indemnification,. To the greatest extent allowed under applicable law, Department will defend, indemnify and hold harmless
Releasees from any and all losses, costs, expenses (including attorneys fees and court costs), claims, damages, demands,
liabilities, suits, fines, penalties, actions, recoveries and judgments of every nature and description (collectively, "Losses"),
arising out of or resulting from the Services to the extent such Losses are not covered by Clinic's liability insurance. This Section
shall survive termination of the Contract.
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Notwithstanding Sections 7 or 8, or the provisions of Section 9 above, Clinic will, to the extent of coverage agreed to and
actually paid -out by its insurer(s), save harmless and indemnify and at Department's request reimburse defense costs for
Department and all its officers, volunteers, employees and representatives (collectively, "Department Indemnitees") from and
against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages
sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by Clinic or any
of Clinic's officers, agents, employees, or representatives, in the performance of this Contract, except to the extent of any such
loss or damage arising from Department's or any other Department Indemnitee's negligence or willful misconduct; provided,
that Department and any other Department Indemnitee shall look solely to Clinic's insurer(s), and not Clinic, for any recovery
(including reimbursement) hereunder, and Clinic shall not have any residual liability hereunder.
a, For purposes of this section "Department" includes the City of El Segundo's officers, officials, employees, agents,
representatives, and certified volunteers.
b. It is expressly understood and agreed that the foregoing provisions will survive termination of this Contract.
10. Governine Lauer. The Contract and any question concerning its validity, construction or performance will be governed by the
laws of the State of California.
11. ►scellneous. Each provision of the Contract is severable. If any provision of the Contract is held to be illegal or
unenforceable for any reason, the remaining provisions will continue in full force and will be construed, to the extent possible,
to give effect to the intent of the illegal or unenforceable provision. The rights and remedies provided herein will be cumulative
and in addition to any other rights and remedies provided by law or equity. Waiver of a breach will not operate or be
interpreted as a waiver of any other or subsequent breach. The Contract is the entire agreement between Department and
Clinic and supersedes all prior verbal and written proposals, negotiations and agreements between them concerning the
Services. All amendments and changes to the Contract must be in writing and signed by both parties.
12. INSURANCE. Before commencing performance under this Contract, and at all other times this Contract is effective, CLINIC will
procure and maintain, or have in place for its benefit, the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
Type" of Incur rlc; , Limits
Commercial general liability: $1,000,000
Professional Liability $1,000,000
Workers compensation Statutory requirement
Clinic will furnish to City of El Segundo's Clerk's office duly authenticated Certificates of Insurance, if available to Clinic,
evidencing maintenance of the insurance required under this Contract, and, to the extent available to Clinic, such other
evidence of insurance or copies of policies as may be reasonably required by Department from time to time.
Clinic agrees to waive all rights of subrogation against the Department and its officers, officials, employees, agents,
representatives, and certified volunteers for losses arising from work performed by Clinic under the terms of this Contract.
Should Clinic, for any reason, fail to obtain and maintain the insurance required by this Contract, Department may terminate
this Contract.
For the avoidance of doubt, none of the foregoing insurance requirements shall affect any releases, disclaimers or indemnities
or other rights or benefits in favor of Clinic set forth in this Agreement.
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ACCEPTED AND AGREED TO BY DEPARTMENT AND THE CLINIC IDENTIFIED BELOW EFFECTIVE AS OF THE FIRST DATE GIVEN
BELOW.
Departm : City of El Segundo Torrance Emergency Care Associates, Inc.
"Clinic„
By/4 5 By: �4GCUL �iL
Name &Title: Name &Title: Brian Miura MD CEO and Medical Director'
Authorized representative Authorized representative
Date: Date: 4/8/2020
ATTEST:
Tracy We er, Cy y Clerk
APPROVED AS TO FORM:
w ,( s
N for
Mark D. Hensley, City Att rn
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