DDocusign Envelope ID: 40028504-51F-47E4-AI1C-ABISF2774123 MEMORANDUM OF UNDERSTANDING BETWEEN THE HEALTH CARE DISTRICT OF PALM BEACH COUNTY AND THE SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA ID# 1111003320 ‘THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into by and between the HEALTH CARE DISTRICT OF PALM BEACH COUNTY (“HCD”) and THE SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA (“School Board” or “Facility Owner”) in order to outline ‘and memorialize the obligations and responsibilities of the parties with respect to staging areas for providing vaccinations in the community. Collectively, the HCD and Facility Owner will be referred to as Parties. WHEREAS, the Health Department is responsible for conducting programs for the prevention and control of communicable diseases and vaccine-preventable diseases, pursuant to section 381.003, Florida Statutes (“F.S."); WHEREAS, the HCD's mission is to maximize the health and well-being of Palm Beach County residents by providing comprehensive planning, funding, and coordination of health care service delivery; WHEREAS, the Schoo! Board provides public education to over 193,000 students, employs over 22,000 individuals, and is committed to promoting the health and well-being of its students, their families, and staff, WHEREAS, the HCD seeks to collaborate with the School Board to enhance its ability to respond locally to a public health incident, public health threat, or other significant public health emergency; WHEREAS, the State Surgeon General and State Health Officer has determined that Coronavirus Disease 2019 (COVID-19) is a threat to public health in Florida and issued a Declaration of Public Health Emergency on March 1, 2020; WHEREAS, the Parties want to coordinate their collective efforts in pro\ to COVID-19 vaccinations to prevent the occurrence and spread of communicable diseases, including, COVID-19; WHEREAS, on or about May 10, 2021, the Food and Drug Administration (“FDA”) approved the Pfizer-BioNTech vaccine for emergency use in adolescents twelve (12) years of age and over in the fight ‘against the COVID-19 pandemic; WHEREAS, the School Board owns and controls facilities in Palm Beach County which may serve as locations for HCD to park mobile clinics unit as “Points of Distribution” (“PODs”) for providing COVID-19 vaccinations; and WHEREAS, the HCD has multiple mobile units it wishes to dispatch to mutually agreed upon Vaccination Sites, to provide vaccines to the Identified Population, as these terms are defined in Section B below. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree to the following terms:DDocusign Envelope ID: 40026504-5D1F-47E4-At 1C-ABISFZ774123 A, Purpose 1. The purpose of this Agreement isto set forth guidance for the designation of certain Schoo! Board properties as Vaccination Site locations servicing the Identified Population during a public health incident, public health threat, or other significant public health emergeney. Vaccination Sites and Identified Population are defined in Section B, below. B. Definitions 2. Administration/Administering/Administer: Obtaining, preparing, and administering a COVID-19 vaccination to a patient by a legally authorized person, 3. Identified Population: Students and student family members who would receive COVID-19 vaccinations. Upon the mutual agreement ofthe Parties, this may include other residents of Palm Beach County. 4, Vaccination Site(s): Select School Board properties as identified by the Superintendent or his designee, and agreed to by the Parties as locations for HCD to park mobile clini unit as PODs to administer COVID-19 vaccinations to the Identified Population. Cc. Terms 5. The Facility Owner hereby gives the HCD a license to operate a POD in the parking lot of the ‘Vaccination Site(s) as identified on Attachment A (“License Area(s)"). The initial term of use for the License Area shall be from the date of the execution of this Agreement until the HCD no longer needs the License Area (“Term”), subject to the provisions of paragraph 17. 6, The HCD shall administer the COVID-19 vaccinations in full compliance with all applicable governmental requirements. The HCD represents and warrants that: (i) the HCD has all authorizations, licenses and permits that are necessary to provide the COVID-19 vaccinations; (ii) the HCD and its employees, guests, invitees, agents, contractors and representatives will comply with all applicable laws, regulations, rules, governmental requirements and School Board Policies in connection with, ot during the vaccination event; and (ii) the HCD shall ensure that the COVID-19 vaccination event is carried out in a safe and controlled manner. School Board shall provide HCD with all School Board Policies applicable to the vaccination event. 7. ‘The HCD will be permitted to operate and park its mobile clinis unit within the paved portion of| the License Area(s). In connection with the HCD's operations atthe License Area, the HCD will comply with all applicable Federal, State, and local laws, code, rules and regulations, Specifically, the HCD will comply with all laws, codes, rules and regulations relating to the disposal of medical waste, the environment, orto emissions, discharges, or releases of Hazardous Substances (defined below) into the environment, including, without limitation, ambient ar, soil, surface water, and ground water. “Hazardous Substances” shall mean any chemical or other hazardous or toxie substances or materials, including pollutants and other petroleum products, asbestos, radioactive materials, and any regulated substances under applicable environmental laws, The HCD must maintain all equipment installed within the License Area in compliance with law and good practices.DDoouSign Envelope ID: 4DC26504-51F-47E4-A11C-ABISF2774123 8, The Parties shall identify the Vaccination Sites and shall conduct a joint walk through of the Licensed Area prior to the mobile unit vehicles setting up to provide vaccination services. ‘The HCD shall provide to Facitity Owner contact information of the local site supervisor in charge of the site. Facility Owner reserves the right throughout the Term to inspect the HCD's operations at the License Area, including but not limited to operation of generators and all maintenance records pertaining to the same. Any emissions, discharges or releases of Hazardous Substances shall be immediately reported by the HCD to Facility Owner. The HCD shall also be solely responsible, a its sole cost and expense, for the removal and disposal of medical waste from the Licensed Area(s), including but not limited to needles, vaccination vials, etc. 9, The HCD will not make any alterations, installations, or improvements to the License Area. All damage to the License Area by HCD, its employees, agents or contractors shall be restored by the HCD at its sole cost prior to the expiration of the Term, 10. The Facility Owner will permit ingress and egress to the HCD, its agents, contractors, and. ‘employees to the Licensed Area in order for HCD park its mobile clinie unit and provide ‘vaccinations to Identified Population. In addition, the Facility Owner will permit access to the License Area and mobile clinic unit to local, state, and federal regulatory agencies for inspection ‘or such other legal purposes as are deemed appropriate by HCD. ‘The HCD shall take all necessary actions to provide for and to protect the safety ofits agents, contractors, and employees oon or within the License Area. Access to the License Area shall be provided by the Facility (Owner or its designee Monday through Saturday at reasonable times as mutually agreed upon by the parties 11, The HCD shall be responsible, at its sole cost and expense for any utilities including but not limited to electrical service and/or water that will be needed and/or required for the HCD's use of the Licensed Area, No utilities shall be provided to the License Area(s) by Facility Owner. 12, Security for the License Area will be provided by the School District of Palm Beach County Police Department (“School Police”), at no expense to the HCD. The HCD will coordinate with the Schoo! District of Palm Beach County Police Department to make sure that there is adequate security at the License Area during its hours of operation, and will coordinate, if necessary, with ‘the Palm Beach County Sheriff's office or with local law enforcement for traffic control outside of the License Area. 13, The License Area is being provided in “as ” condition with all faults. 14, Except to the extent of Facility Owner's own negligence, in no event will the Facility Owner be liable for any loss or damage to persons ot property including but not limited to third party claims, resulting from the use of the License Area(s) by the HCD, its agents and contractors, and its and their employees. Except tothe extent of Facility Owner's own negligence, use of the License Area(s) by the HCD, its agents and contractors, and its and their employees shall be at the sole risk and expense of the HCD. Facility Owner makes no representations or warranties to HCD regarding the suitability or safety of the License Area(s) for the HCD's intended use. Facility Owner shall make the HCD aware of any known or reasonably knowable issues in the License Area(s) that could harm the HCD, its agents and contractors, and its and their employees or cause loss or damage to persons or property.DDocuSign Envelope ID: 4DC26504-SD1F-47E4-AI1C-ABISF2774123 15, Prior to the HCD's access to the Licensed Area(s), the HCD shall obtain and maintain without interruption the insurance or self-insurance as outlined below. ‘The HCD agrees to furnish a fully completed certificate of insurance or other proof of such insurance or self-insurance providing such insurance coverages, The insurance coverages and limits shall meet, at a minimum, the following requirements: a. Workers’ Compensation/Employer’s Liability Insurance. ‘Such insurance shall be no more restrictive than that provided by the Standard Workers’ ‘Compensation Policy, as filed for use in Florida by the National Board on Compensation Insurance, without restrictive endorsements. The minimum amount of coverage (inclusive of any amount provided by an umbrella or excess policy) shall be: PartOne: "Statutory" Part Two: $100,000 - Each Accident $500,000 Disease - Policy Limit $100,000 Disease - Each Employee b. General Liability Insurance. Such insurance shall be no more restrictive than that provided by the most recent version of standard Commercial General Liability Form (ISO Form CG 00 01) without any restrictive endorsements. ‘The minimum limits (inclusive of amounts provided by an umbrella or excess policy) shall be: $1,000,000 General Aggregate ¢. Automobile Liability Insurance Such insurance shall be no more restrictive than that provided by Section Il (Liability Coverage) of the most recent version of standard Business Auto Policy (ISO Form CA 00 01) without any restrictive endorsements, including coverage for liability contractually assumed, and shall cover all owned, non-owned, and hired autos used in connection with the performance of the Contract. ‘The minimum limits (inclusive of any amounts provided by an umbrella or excess policy) shal be: $ 1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined. 16. The parties agree that all notices provided under or pursuant to this MOU shall be in writing, either by hand delivery, or first class, certified mail, return receipt requested, of nationally recognized overnight delivery service (by way of example, Federal Express) to the contract representative identified below at the address set forth below and said notification shall be attached to the original of this MOU: The names, title, address, and phone number of the HCD representatives for this MOU are:DDocuSign Envelope ID: 4DC2B504-501F-47E4-A11C-ABISF2774123 Primary: Darcy J. Davis, Chief Executive Officer Health Care District of Palm Beach County 1515. Flagler Dr, Suite 101 West Palm Beach, FL 33401 561-804-5885; ddavisi7hedpbe.org Secondary: Belma Andric, VP & Chief Medical Officer and Executive Director of Clinics Health Care District of Palm Beach County 1515 N. Flagler Dr., Suite 101 West Palm Beach, FL 33401 361-804-5964; bandrieahedpbe.org ‘The names, titles, address, and phone numbers ofthe Facility Owner representatives respon forthe administration ofthis MOU are: Primary: Jay Boggess, Assistant Superintendent — Choice and Innovation School District of Palm Beach County 3300 Forest Hill Boulevard, Suite C-201 ‘West Palm Beach, FL. 33406 561-969-5829; jay.boggess@palmbeachschools.org Secondary: WANDA F. PAUL, M.Ed., MBA, Chief Operating Officer School District of Palm Beach County 3300 Forest Hill Boulevard, Suite B-302 West Palm Beach, FL 33406 561-357-7573; Wanda Paul @palmbeachschools.org 17. This MOU is effective upon its execution by both of the parties and may be modified only ‘writing with execution by both partes. inthe event the designated site is being utilized, notice of intent to terminate this MOU by the Facility Owner must be provided at least 30 days in advance. Inthe event the designate site is not being utilized, notice of intent to terminate this MOU by the Facility Owner must be provided at least 15 days in advance. HCD may terminate this MOU "upon thirty (30) days" notice. This MOU shall expire on June 30, 2022, unless extended by mutual written agreement of the Parties. 18. Indemnification: The School Board and HCD shall each recognize their own liability for tortious acts and the tortious acts of their respective officers, directors, employees, and agents Employees”), and each shall be respectively responsible to the limits of §768.28, Florida Statutes, for any claims, liabilities, damages, losses, and/or causes of action that may arise from its own negligent acts of omissions, or the negligent acts or omissions of any of its Employees, while acting within the scope of their employment. Each party's liability under this subsection isDoouSign Envelope ID: 4DC28504-5D1F-47E4.A1 1C-ABISF2774123 19, 20. 21 22. 2. 24, 25. 26. subject to the limits provided in §768.28, Florida Statutes (the State of Florida's partial waiver of Sovereign Immunity); provided, however, that this provision shall not be construed as a waiver of ‘any right or defense that either Party may have under said statute nor as consent to be sued by any third party. Nothing contained herein shall constitute a waiver by either Party of their sovereign immunity or the provisions of section 768.28, Florida Statutes. Nothing herein shall be construed as consent by either Party to be responsible for the negligence of the other Party Each Party shall comply with Florida's public records laws, and specifically agree to: 1) keep and maintain public records that ordinarily and necessarily would be required in accordance with the applicable records retention schedule, 2) provide the public with access to public records at a cost ‘that does not exceed the cost provided in Chapter 119, F.S., and 3) ensure that publie records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. The Parties must also comply with any applicable professional standards of practice with respect to client confidentiality. ‘The HCD agrees and understands, that except as restricted by law, that the School Board’s Office of Inspector General shall have immediate, complete, and unrestricted access to all financial and performance-related records and property or equipment purchased with School Board funds. If requested, the HCD shall cooperate with and furnish the Inspector General with requested records for the purpose of conducting an audit or investigation per School Board Policy 1.092. ‘The Parties shall not unlawfully discriminate against any individual on the basis of his or her rave, age, religion, ancestry, color, ethnicity, gender, national origin, marital status, familial status, disability, sexual orientation, genetic information, or gender identity or expression with respect to any activity occurring or under this MOU. Bach Party shall be excused from its obligation to perform any duty, requirement or obligation lunder this MOU if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter ot condition beyond the control of any party, and which cannot be overcome by reasonable diligence and without unusual expense (“Force Majeure”). This MOU contains all the terms and conditions agreed upon by the parties. This MOU shall be governed by the laws of the State of Florida and the venue shall be Palm Beach County, Florida. ‘The persons executing this Agreement on behalf oftheir respective agency parties hereby represent and warrant that they have the right, power, legal capacity, and appropriate authority to enter into this MOU on behalf of the ageney for which they sign ‘This MOU contains all the terms and conditions agreed upon by the Parties. There are no provisions, terms, conditions, or obligations other than those contained herein, ‘This MOU may be executed electronically and in two (2) or more counterparts, each of which shall be deemed an original. The signatures, including electronic signatures, to this MOU may be executed on separate pages, and when attached to this MOU shall constitute one complete document,DDocusSign Envelope ID: 40028604-5D1F-47E4-A1 1C-ABISFZ774129, IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their undersigned officials as duly authorized, FACILITY OWNE} ‘THE SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA HCD: HEALTH CARE DISTRICT OF PALM BEACH COUNTY By: Frank A. Barbieri Jr., Esq., Board Chair Date: By: Donald E. Fennoy Il, Ed.D, ‘Superintendent Date: Reviewed and Approved for Form and Legal Sufficiency: wa Aneiedlnbe Date: _S/2/90) aan Dare J. Dowis By: Barer Davis Title: Chief Executive Officer Date; 5/27/2021 Reviewed and Approved for Form and Legal Sufficiency: ont Clarity Coddeau inteFi ie¥al Counsel 5/27/2001 ate:Errore oer ‘Beertosn somes eu} | ma il Ey Ll