2021-339-Health-Logistics Health Inc-Facility Use Agreement

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DocuSign Envelope ID:3972E6CB-2728-4F85-9405-C3827B138ABF ORANGE COUNTY GOVERNMENT STATEMENT OF AGREEMENT FOR THE USE OF COUNTY FACILITIES FOR COVID-19 TESTING AND VACCINATIONS The Orange County Government, by and through its Orange County Health Department (hereinafter, "Orange County") is dedicated to ensuring the appropriate and efficient distribution of COVID-19 tests and vaccinations throughout Orange County. Logistics Health Inc. (hereinafter, "Provider") has been contracted by the State of North Carolina to distribute COVID- 19 tests and vaccinations in North Carolina. Orange County has agreed to permit Provider to perform testing and vaccination distribution services at the Orange County facilities identified in this Agreement, and Provider wishes to cooperate with Orange County for such purposes. The parties hereto mutually desire to reach an understanding that will result in making the aforesaid Orange County facilities available to Provider for the aforesaid use. Now, therefore, it is mutually agreed between the parties as follows: 1. Orange County agrees that it will permit the use of its physical facilities located at 300 West Tryon Street, Hillsborough, North Carolina (hereinafter, the "Whitted Building") and at 2501 Homestead Road, Chapel Hill, North Carolina (hereinafter, the "Southern Human Services Building") by Provider as vaccination distribution sites. Orange County further agrees that it will permit use of the Southern Human Services Building by Provider as a COVID-19 testing site. Orange County and Provider shall work together in good faith to establish the specific dates and times during which Provider will provide testing and vaccination distribution services throughout the term of this Agreement. 2. The term of this Agreement shall be June 2, 2021 until September 30, 2021. Thereafter, this Agreement may be extended on a monthly basis by duly executed written amendment. 3. Provider shall conduct its activities at the Whitted Building and the Southern Human Services Building in accordance with the terms of State of North Carolina Contract#30- 21232 and in accordance with applicable federal, state and local laws and regulations. 4. Provider will have primary responsibility for operation of the testing and vaccination distribution sites and will designate an official, the Site Manager, to manage the testing and vaccination distribution activities. Orange County will designate an individual, the Facility Coordinator, to coordinate with the Site Manager regarding use of the facility by Provider. Orange County and the Provider should remain in contact during operation of the facilities. 5. Provider is an independent contractor. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. 6. Provider agrees without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except