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HomeMy WebLinkAboutC21-048 COVIDCheck Colorado1 VACCINE PROGRAM AGREEMENT THIS VACCINE PROGRAM AGREEMENT (this “Agreement”) is entered into as of _______________________ (“Effective Date”), by and between COVIDCheck Colorado, LLC, a Colorado limited liability company with its principal office and place of business at 1705 17th Street, Suite 200, Denver, CO 80202 (“CCC”), and Eagle County, Colorado a body politic, with its principal office and place of business at 500 Broadway P.O. Box 850 Eagle, CO 81631 (“Client”). Company and Client are each sometimes referred to individually as a “Party” and collectively as the “Parties”. Recitals WHEREAS, CCC is a social benefit enterprise of the Gary Community Investment Company, a Delaware public benefit corporation. CCC represents a philanthropic health consortium whose mission is to help Coloradans navigate the SARS-CoV-2 (“COVID-19”) pandemic and get back to our community safely; and WHEREAS, Client is a designated vaccine provider organization; and WHEREAS, consistent with its mission, CCC partners with its Partners to offer designated vaccine provider organizations enrolled in CCC’s Vaccine Distribution program (the “CCC Vaccine Program”) with operational, logistical and support services to enable such organizations to administer COVID-19 vaccinations procured by the them (“Vaccines”) to the designated vaccine provider organizations’ employees, patients, students, and other stakeholders (“Participants”) equitably, expeditiously, efficiently and safely; and WHEREAS, Client now desires to contract with CCC to enroll in the CCC Vaccine Program and retain such services in accordance with the terms of this Agreement. Terms and Conditions 1.CCC VACCINE PROGRAM. 1.1 Generally. Through the CCC Vaccine Program and CCC’s Partners identified on https://covidcheckcolorado.org/about (the “CCC Vaccine Partners”), CCC facilitates and coordinates operational and logistical support for clients seeking to administer their supply of Vaccines to Participants. Such services include the management of online appointment scheduling for Participants receiving Vaccines, as well as related services for Client (collectively, the “Bundled Vaccine Services,” as more fully described in Exhibit A herein). Client is entitled to access the Bundled Vaccine Services on behalf of itself and its Participants. This Agreement, including Exhibit A, shall include the term of Client’s enrollment in the CCC Vaccine Program, the Bundled Vaccine Services purchased by Client (including designation of which services are provided by CCC Vaccine Partners under Section 1.2), any applicable schedules and milestones, and all fees associated therewith. CCC Vaccine Partners are considered subcontractors for purposes of this Agreement. The Bundled Vaccine Services are also subject to the terms set forth in Exhibit B, which is incorporated here by reference. 1.2 CCC Vaccine Partner Services. Client acknowledges and agrees that certain of the Bundled Vaccine Services are provided by, and the responsibility of, CCC Vaccine Partners, and not CCC (the “CCC DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 2/16/2021 C21-048 2 Vaccine Partner Services”). Any CCC Vaccine Partner Services included in Client’s Bundled Vaccine Services, and the CCC Vaccine Partners that provide them, are listed in Exhibit A. CCC shall ensure that all CCC Vaccine Partner Services are provided as detailed in Exhibit A. 1.2.1. Technology Services. CCC will procure for Client and/or its Participants access to certain third- party software programs and SaaS services provided by CCC Vaccine Partners with expertise in such technologies (such CCC Vaccine Partner Services, the “CCC Vaccine Partner Tech Services”). Access to and use of such CCC Vaccine Partner Tech Services by Client and/or its Participants may require that Client and/or its Participants enter into separate terms with one or more CCC Vaccine Partners (the “CCC Vaccine Partner Tech Terms”) prior to use of these CCC Vaccine Partner Tech Services. Any use by Client or its Participants of the CCC Vaccine Partner Tech Services must comply with the terms and conditions set forth in the applicable CCC Vaccine Partner Tech Terms. Client hereby agrees, and will instruct all of its Participants, to use the CCC Vaccine Partner Tech Services in accordance with the terms and conditions of the applicable CCC Vaccine Partner Tech Terms. 2. CLIENT MATERIALS AND RESPONSIBILITIES. 2.1 Client Materials. Client shall make available in a timely manner, at no charge to CCC, the Vaccines themselves and all data, information, materials and resources of Client required by CCC or the CCC Vaccine Partners for the performance of the Bundled Vaccine Services, including any CCC Vaccine Partner Services provided hereunder (collectively, the “Client Materials”). Client shall be solely responsible for the storage and handling of the Vaccines themselves in accordance with guidelines established by the Vaccine’s manufacturer and the U.S. Centers for Disease Control and Prevention. Client shall be solely responsible for transporting the Vaccines to the Vaccine Site (as that term is defined in Exhibit A) in a thawed state. Client shall be responsible for, and assumes the risk of, any problems, delays or damages resulting from the Client Materials, including with respect to the sourcing, ingredients and quality of the Vaccines as well as the content, accuracy, completeness and consistency of any data, materials and information supplied by Client. 2.2 Compliance with Laws. In carrying out its obligations and exercising its rights hereunder, Client shall comply and shall require its Participants to comply with all applicable laws, regulations, rules, directives and industry standards existing from time to time. 3. PARTICIPANT DATA. For purposes of this Agreement, “Participant Data” means any information, including personal information, that identifies one of Client’s Participants that is shared by such Participant or generated or collected by CCC or any CCC Vaccine Partner in connection with the provision of any of the Bundled Vaccine Services, including any summaries and notes generated from the Participant’s registration for a visit to a Vaccine Site and the Participant’s actual appointment at the Vaccine Site. For the avoidance of doubt, aggregated or anonymized data shall not be considered “Participant Data”. Client acknowledges and agrees that in order to participate or receive the benefits of the Bundled Vaccine Services, each Participant must execute a voluntary, legally binding authorization for the release for the Participant Data. CCC’s standard authorization, the “Authorization for the Release of Information”, authorizes CCC and the CCC Vaccine Partners identified therein to use, share and release the Participant Data only to facilitate vaccinations against the COVID-19 infection and for the purpose of making such further disclosures as set forth in the CCC Privacy Policy, available at https://covidcheckcolorado.org/privacy-policy/. By way of the Authorization for the Release of Information, each Participant must consent to the release of personal information to Client when signing up for the Scheduling Platform as described in Exhibit A. CCC shall handle all Participant Data in accordance with the Authorization for the Release of Information executed by the Participant and in accordance with the CCC Privacy Policy. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 3 4. FEES AND PAYMENTS. 4.1 Fees and Payment. Unless otherwise agreed in writing, Client will pay CCC for the fees, costs and expenses set forth in Exhibit A (“Fees”). CCC shall issue invoices itemizing such Fees, and, unless otherwise agreed in writing, Client shall pay all invoiced amounts not otherwise disputed in good faith within thirty (30) days of Client’s receipt of the applicable invoice. All Fees shall be billed in arrears. All Fees are exclusive of government taxes, charges or levies and Client shall be responsible solely for all such amounts. If Client disputes invoiced amounts, in good faith, it must notify CCC in writing of any such dispute within thirty (30) days after the date of the applicable invoice. Absent such notice, Client shall be deemed to have agreed to the charges as invoiced after the expiration of such time period. 4.2 Late Fees. CCC reserves the right to charge late fees equal to one- and one-half percent (1.5%) per month on unpaid amounts not otherwise disputed in good faith in accordance with Section 4.1 that remain unpaid more than seven (7) calendar days after the due date therefor until such amounts are paid in full. For amounts unpaid and outstanding for more than sixty (60) days following such due date, Client shall be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses. In addition, CCC reserves the right to suspend performance of the Bundled Vaccine Services (or any part thereof) until such time, without penalty or liability to Client only if payment is outstanding more than ninety (90) days. 4.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 5. CONFIDENTIALITY. 5.1 Definition. “Confidential Information” means any confidential or proprietary information of a Party or of third parties that is disclosed by one Party (“Disclosing Party”) to other Party (“Receiving Party”) or obtained by the Receiving Party under this Agreement, and labeled or otherwise clearly identified as “confidential” or the equivalent at the time of disclosure or which, given the circumstances of disclosure, the Receiving Party would have reason to know the information is confidential or proprietary. Participant Data is considered Confidential Information. Confidential Information does not include any information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the Receiving Party; (c) is rightfully communicated to the Receiving Party by persons not bound by confidentiality obligations with respect thereto; (d) is already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information; (f) is approved for release or disclosure by the Disclosing Party without restriction; or (g) is this Agreement including pricing. 5.2 Mutual Confidentiality Obligations. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the Disclosing Party is required to maintain as confidential. Each Party agrees that the Receiving Party shall: (a) use the Confidential Information disclosed by or obtained from the other Party only for the purposes described herein; (b) use no less than reasonable efforts to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) restrict access to such Confidential Information to such of its personnel, agents, contractors, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 4 in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement; and (d) return to the Disclosing Party or destroy all such Confidential Information that is in its possession upon termination or expiration of this Agreement. 5.3 Subcontractor. CCC shall keep confidential, and cause all subcontractors to keep confidential, all Confidential Information and Participant Data, unless such information is publicly available. CCC shall not, without prior written approval of the Client, use, publish, copy, disclose to any third party, or permit the use by any third party of any Confidential Information and Participant Data, except as otherwise stated in this Agreement, permitted by law, or approved in writing by the County. CCC shall provide for the security of all Confidential Information and Participant Data in accordance with all applicable laws, rules, policies, publications, and guidelines. If CCC or any of its Subcontractors will or may receive the following types of data, CCC or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the safeguarding requirements for Federal Tax Information as applicable; (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI; (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI; and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and in accordance with the HIPAA Business Associate Agreement entered into between CCC and any CCC Vaccine Partners. 5.4 Confidentiality Exceptions. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do. CCC acknowledges that the Client it a governmental entity and subject to the Colorado Open Records Act. 6. PROPRIETARY RIGHTS. 6.1 General. Client shall retain all of its rights in and to its Confidential Information and any data Client provides to CCC or the CCC Vaccine Partners, in connection with the provision of Bundled Vaccine Services hereunder. Client shall also own any deliverable created by CCC or CCC Vaccine Partners to the extent that it embodies Client’s Confidential Information or any aggregated or anonymized compilations of Participant Data. Subject to the foregoing and unless otherwise expressly agreed in writing, ownership of all work product, developments, inventions, technology or materials provided by CCC hereunder shall be solely owned by CCC. CCC and the CCC Vaccine Partners, shall retain all of its rights in and to the Bundled Vaccine Services, their Confidential Information, and any other intellectual property that they developed prior to the Effective Date or separate from this Agreement. The Parties acknowledge and agree that all Participant Data is owned by the Participant to which it relates. 6.2 Feedback. If Client provides CCC or any CCC Vaccine Partner, with any feedback or suggestions regarding the any of the Bundled Vaccine Services (“Feedback”), Client hereby assigns to CCC all rights in such Feedback and agrees that Client shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. CCC will treat any Feedback Client provides to CCC or CCC Vaccine Partners as non-confidential and non-proprietary. Client agrees that it will not submit to CCC or CCC Vaccine Partner any Feedback that Client considers to be confidential or proprietary. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 5 7. INSURANCE REQUIREMENTS. 7.1 CCC agrees to provide and maintain at its’ sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: 7.1.1. Types of Insurance. 7.1.1.1. Workers’ Compensation insurance as required by law. 7.1.1.2. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. 7.1.1.3. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. 7.1.1.4. Technology Errors & Omissions: CCC shall maintain Technology Errors and Omissions insurance including cyber liability, network security, privacy liability and product failure coverage with limits of $2,000,000 per occurrence and $2,000,000 policy aggregate. 7.1.2. Other Requirements. 7.1.2.1. The automobile and commercial general liability coverage shall be endorsed to include Client, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. 7.1.2.2. CCC’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or CCC shall furnish to Client separate certificates and endorsements for each subcontractor. 7.1.2.3. The insurance provisions of this Agreement shall survive expiration or termination hereof. 7.1.2.4. The parties hereto understand and agree that the Client is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to Client, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 7.1.2.5. CCC is not entitled to workers’ compensation benefits except as provided by the CCC, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. CCC is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. WARRANTIES AND DISCLAIMERS. 8.1 CCC’s security obligations: 8.1.1. CCC shall maintain all appropriate security measures based on the sensitivity and nature of Confidential Information and data processed under this Agreement, including physical, administrative and organizational controls applicable to CCC and CCC Vaccine Partners’ systems. 8.1.2. CCC warrants that all data will be encrypted in transmission (including via web interface) and in storage by a National Institute of Standards and Technology (NIST) approved strong encryption method and standard. 8.1.3. CCC and its CCC Vaccine Partners shall at all times use industry-standard and up-to-date security tools, technologies and procedures including, but not limited to anti-virus and anti-malware protections and intrusion detection and reporting in providing Services under this Agreement. 8.1.4. CCC shall, and shall cause its subcontractors, to do all of the following: 8.1.4.1. Provide physical and logical protection for all hardware, software, applications, and data that meets DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 6 or exceeds the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended, the privacy, security, breach notification and enforcement rules at 45 C.F.R. Part 160 and Part 164, as well as the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 ("HITECH"), as amended, and other applicable federal laws and regulations (collectively the "HIPAA Rules") and applicable state law. 8.1.4.2. Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual security testing, and improvements or enhancements consistent with the HIPAA Rules and applicable state law. 8.1.4.3. Comply with the HIPPA Rules and state regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing. 8.1.4.4. Provide that security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic environments. 8.1.4.5. Promptly report all potential breaches including such potential breaches that do not result in unauthorized disclosure or loss of data integrity. 8.2 Breach Notification and Remedies. 8.2.1. In the case of a security incident originating from the Client, as defined in the HIPAA Rules, at Client’s cost and expense, CCC and CCC Vaccine Partners will provide assistance to Client for identification and resolution, but the Client will have sole responsibility for any remediation actions necessary as a result of the breach. 8.2.2. CCC and CCC Vaccine Partners shall promptly notify the Client within 72 hours or sooner by telephone and email, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been, a breach, as that term is defined in the HIPAA Rules, involving Client’s Confidential Information. CCC and CCC Vaccine Partners shall (a) cooperate with the Client as reasonably requested by the Client to investigate and resolve the data breach, (b) promptly implement necessary remedial measures, if necessary, and (c) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. 8.2.3. If a breach is a direct result of CCC’s or CCC Vaccine Partners’ breach of its contract obligations under this Section, CCC or CCC Vaccine Partners shall bear the costs associated with (a) the investigation and resolution of the data breach; (b) notifications to individuals, regulators or others required by state law; and (c) complete all corrective actions as reasonably determined by CCC and CCC Vaccine Partners based on root cause; all [(a) through (c)] subject to this Agreement’s limitation of liability. 8.3 Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the power and authority to enter into this Agreement, and (b) in carrying out its obligations and exercising its rights hereunder, it will comply with all applicable laws, regulations, rules, directives. CCC further represents and warrants to Client that it will perform the Bundled Vaccine Services it provides, and will use commercially reasonable efforts to ensure that the CCC Vaccine Partners perform their respective CCC Vaccine Partner Services, in a workman-like manner in accordance with industry standards and the terms of the applicable Exhibit. 8.4 Disclaimers. 8.4.1. EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 8.1- 8.3, ABOVE, AND AS OTHERWISE PROVIDED IN ANY APPLICABLE CCC VACCINE PARTNER TECH TERMS, THE BUNDLED VACCINE SERVICES, AND ALL COMPONENTS THEREOF, AS WELL AS ALL REPORTS AND ANY OTHER MATERIALS, TECHNOLOGY, DATA AND/OR SERVICES DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 7 PROVIDED BY CCC AND THE CCC VACCINE PARTNERS, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 8.1-8.3, CCC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. WITHOUT LIMITING THE FOREGOING, (A) NO WARRANTY IS MADE BY CCC OR ANY CCC VACCINE PARTNERS ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE; (B) NEITHER CCC NOR ANY CCC VACCINE PARTNER WARRANTS THAT THE BUNDLED VACCINE SERVICES OR ANY COMPONENT THEREOF, OR ANY REPORTS, AND ANY OTHER MATERIALS, TECHNOLOGY, DATA AND/OR SERVICES PROVIDED HEREUNDER WILL MEET CLIENT’S OR ITS PARTICIPANTS’ REQUIREMENTS OR THAT THE DELIVERY OR OPERATION OF ANY PART OF THE BUNDLED VACCINE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. 8.4.2. CLIENT ACKNOWLEDGES AND AGREES THAT CCC IS MERELY PROCURING ACCESS TO CCC VACCINE PARTNER SERVICES ON BEHALF OF CLIENT AND/OR ITS PARTICIPANTS, AND THAT CCC HAS NO CONTROL OVER THE CCC VACCINE PARTNER SERVICES. CLIENT AGREES THAT CCC WILL NOT BE LIABLE FOR ANY DEFECTS, FLAWS, PROGRAMMING ERRORS, INEFFICIENCIES OR MALFUNCTIONS IN ANY CCC VACCINE PARTNER SERVICES, OR FOR ANY LACK OF FUNCTIONALITY IN OR NON-PERFORMANCE OF THE CCC VACCINE PARTNER SERVICES. CLIENT AGREES: (A) THAT ITS EXCLUSIVE REMEDIES WITH RESPECT TO ANY CCC VACCINE PARTNER SERVICES WILL BE AGAINST THE CCC VACCINE PARTNER PROVIDING SUCH SERVICES AND ANY PASS-THROUGH INDEMNITIES CCC PROVIDES IN ACCORDANCE WITH SECTION 10.1; AND (B) NOT TO ASSERT AGAINST CCC ANY CLAIM BASED ON OR RELATED TO CLIENT’S OR ITS PARTICIPANT’S USE OF ANY CCC VACCINE PARTNER SERVICES, EXCEPT TO THE LIMITED EXTENT CONTEMPLATED IN SECTION 10.1. WITH RESPECT TO CCC VACCINE PARTNER TECH SERVICES, CLIENT AGREES THAT ITS AND EACH OF ITS PARTICIPANT’S USE OF ANY CCC VACCINE PARTNER TECH SERVICES WILL BE GOVERNED SOLELY BY THE CCC VACCINE PARTNER TECH TERMS TO WHICH IT OR THE PARTICIPANT IS A PARTY. NOTHING IN THIS AGREEMENT LIMITS THE WARRANTIES AND REMEDIES AVAILABLE TO CLIENT UNDER SEPARATE CCC VACCINE PARTNER TECH TERMS TO WHICH CLIENT OR THE PARTICIPANTS ARE PARTIES. CCC IS NOT A PARTY TO SUCH TERMS AND HAS NO OBLIGATIONS THEREUNDER. 8.4.3. CLIENT ACKNOWLEDGES THAT CCC’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CLIENT ONLY. 9. LIMITATION OF LIABILITY. 9.1 LIMITATIONS. CCC OR CLIENT SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, DAMAGES ATTRIBUTABLE TO COSTS OF DELAY, ANY FAILURE OF DELIVERY, OR BUSINESS INTERRUPTION ARISING FROM THIS AGREEMENT. IN NO EVENT SHALL CCC HAVE ANY LIABILITY TO CLIENT OR ITS PARTICIPANTS UNDER ANY CCC VACCINE PARTNER TERMS. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 8 9.2 CAP. THE CUMULATIVE LIABILITY OF CCC TO CLIENT FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED AN AMOUNT THAT IS EQUAL TO THE LIMITS OF CCC’S INSURANCE COVERAGE AS DICTATED BY PARAGRAPH 7. THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 9.3 Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different. 10. INDEMNIFICATION. 10.1 CCC Indemnification. CCC hereby agrees to defend, indemnify, reimburse and hold harmless Client, and any of its appointed and elected officials, agents and employees (“Indemnified Parties”) for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the services or work performed under this Agreement to the extent it is caused by the negligence or willful misconduct of CCC or any of its subcontractors hereunder (“Claims”). This indemnification shall not apply to claims by third parties against the Client to the extent that Client is liable to such third party for such claims without regard to the involvement of the CCC. 10.1.1. CCC’s duty to defend and indemnify Client shall arise at the time written notice of the Claim is first provided to Client regardless of whether claimant has filed suit on the Claim. 10.1.2. CCC will defend any and all Claims which may be brought or threatened against Client and will pay on behalf of Client any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of Client shall be in addition to any other legal remedies available to County and shall not be considered Client’s exclusive remedy. 10.1.3. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the CCC under the terms of this indemnification obligation. CCC shall obtain, at its own expense, any additional insurance that it deems necessary for the Client’s protection. 10.1.4. This defense and indemnification obligation shall survive the expiration or termination of this Agreement. 10.2 Indemnification by Client. To the extent permitted under applicable law, Client will indemnify, defend and hold CCC and the CCC Vaccine Partners, and their respective officers, employees, agents and representatives harmless, and from and against any and all losses, damages, actions, liabilities or costs (including reasonable attorneys’ fees) arising out of a third-party claim relating to: (a) any information provided by the Client or its Participants to CCC or a CCC Vaccine Partner in connection with the enrollment of the CCC Vaccine Program or use of the Bundled Vaccine Services, (b) the gross negligence or willful misconduct of Client in performing any of its obligations or in exercising any of its rights under this Agreement; and (b) any breach or alleged breach by Client or one of its Participants of any of CCC Vaccine Partner Terms to which it is party. 10.3 Governmental Indemnification. Client is considered a public entity under C.R.S. § 24-10-103(5) DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 9 and Client is relying upon and has not waived the monetary limitations and all other rights, immunities and protection provided by the Colorado Governmental Act, C.R.S. § 24-10-101, et seq. 10.4 Procedures. The indemnification obligations set forth above are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of any claim which may be subject to an indemnification obligation; and (b) assisting the indemnifying party as reasonably requested and at the indemnifying party’s sole expense. Notwithstanding the foregoing, the indemnifying party shall not settle any third-party claim against the indemnified party unless such settlement completely and forever releases the indemnified party with respect thereto or unless the indemnified party provides its prior written consent to such settlement. 11. TERM AND TERMINATION. 11.1 Term of Agreement. This Agreement shall become effective upon the Effective Date and, unless terminated earlier as provided herein, shall continue for a term of one (1) year. 11.2 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement, and fails to cure such breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within sixty (60) days after receiving written notice thereof. 11.3 Termination for Convenience. Either Party shall have the right to terminate this Agreement at any time and for any reason upon sixty (60) days’ prior written notice to the other Party. 11.4 Effect of Termination. Upon any termination of this Agreement, CCC shall cease provisioning the Bundled Vaccine Services hereunder, and Client shall immediately cease use of and access to the Bundled Vaccine Services, and promptly pay all amounts due and remaining payable hereunder, including all amounts due for work performed prior to the termination date. 11.5 Survival of Obligations. The provisions of Sections 5 - 12, as well as Client’s obligations to pay any amounts due and outstanding hereunder, shall survive termination or expiration of this Agreement. 12. MISCELLANEOUS. 12.1 Entire Agreement. This Agreement, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither Party will be bound by any conditions, inducements or representations other than as expressly provided for herein. If there is a conflict between an Exhibit and the body of this CCC Vaccine Program Agreement, the terms in the body of this CCC Vaccine Program Agreement take precedence, unless expressly provided otherwise. 12.2 Applicable Law. This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with, and shall be governed by, the laws of the State of Colorado, without giving effect to its rules regarding conflicts of laws. Each Party agrees that any and all causes of action between the Parties arising from or in relation to this Agreement shall be brought exclusively in the district court in Eagle, Colorado. 12.3 Force Majeure. Except for payment obligations, neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control and unforeseeable at the time of entering this Agreement, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war, and epidemics. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 10 12.4 Notices. All notices required or permitted hereunder will be in writing, delivered personally, by email, by U.S. mail (postage prepaid, certified mail return receipt requested), or by nationally recognized overnight courier (e.g., FedEx) at the Parties’ respective addresses set forth above. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. 12.5 Assignment. Client will not assign its rights or delegate its obligations under this Agreement without CCC’s prior written consent, and, absent such consent, any purported assignment or delegation by Client will be null, void and of no effect. CCC may freely assign this Agreement. This Agreement will be binding upon and inure to the benefit of CCC and Client and their successors and permitted assigns. 12.6 Independent Contractors. The Parties acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement. 12.7 Subcontractors. CCC may subcontract any of its obligations hereunder, including with respect to the provision of the Bundled Vaccine Services, to any third party, including a CCC Vaccine Partner. Notwithstanding any such performance through a subcontractor, CCC shall not be relieved of any of its obligations under this Agreement. For purposes of this Agreement, Client is in privity of contract with any subcontractor. 12.8 Amendment. No amendment to this Agreement will be valid unless such amendment is made in writing and is signed by the authorized representatives of the Parties. 12.9 Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right. 12.10 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. 12.11 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 12.12 Counterparts; Headings. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement. 12.13 Publicity. CCC may publicly refer to Client, including on CCC’s website and in sales presentations, as a CCC customer and may use Client’s logo for such purposes. Except as required by law, Client shall not refer to itself as a client or recipient of the Bundled Vaccine Services without the prior written consent of CCC. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 11 The Parties have caused this Agreement to be executed and delivered as of the date first written above. COVIDCHECK COLORADO, LLC By: Gary Community Investment Company, as Managing Member By: Name: Michael C. Johnston Title: President and CEO EAGLE COUNTY, COLORADO BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS By: Name: Matt Scherr Title: Board Chair DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 12 EXHIBIT A 1. BUNDLED VACCINE SERVICES. CCC will: 1.1 Procure, for Client’s Participants, access to a HIPAA-compliant SaaS solution made available by a CCC Vaccine Partner (the “Scheduling Platform”) that includes functionality for the scheduling of COVID-19 vaccinations of Client’s Participants at various sites (“Vaccine Sites”) by Client. The Participant access to the Scheduling Platform shall be via mobile and other computing devices and will allow Client’s Participants to self-enroll, provide consent, and schedule an appointment to receive the Vaccine according to timeframes and at locations to be agreed upon by the Parties. Information to be entered at the time of self-enrollment will be agreed upon by the Parties and such information is subject to change over time. The Scheduling Platform will provide on-going notifications to Client’s Participants as to time and location of Vaccine administration. All Bundled Vaccine Services include working with CCC and CCC Vaccine Partners to finalize the checklist for implementation of the CCC Vaccine Program. 1.2 In connection with Client’s implementation of the Scheduling Platform, procure, for Client, the following additional services: 1.2.1. Technical support on Client’s operation and use of the Scheduling Platform, including training on the software system. 1.2.2. Access, for Client representatives, to regular reports that provide information on Vaccine usage by Client’s Participants. 1.2.2.1. Specifically, Client shall be able to run reports and have access to data created by the Scheduling Platform regarding Client’s Participants. 1.2.3. CCC shall regularly work with Client to continue to ensure that the CCC Vaccine Program is operating in accordance with the Agreement. This includes meetings between CCC and Client as needed. 1.3 Provide a secure location to upload Client data to CCC Vaccine Partner software. 1.4 Ensure that the Scheduling Platform interfaces with the Colorado Immunization Information System (“CIIS”) to transfer data between the Scheduling Platform and CIIS. 1.5 Ensure that the Participant interfaces of the Scheduling Platform are in English, Spanish, and other languages as mutually agreed upon by the Parties. 2. CCC VACCINE PARTNERS. 2.1 Technology Services: Primary Diagnostics. Client’s Participants will agree to abide by the terms and conditions of Primary Diagnostics: https://www.primarybio.com/terms-of-service at the time a Participant accesses the Scheduling Platform. CCC shall ensure that the CCC Vaccine Partners provide security as detailed in the Agreement. 3. ASSUMPTIONS. 3.1 Participants have consented to receiving a Vaccine at a Vaccine Site, and granted CCC the right to share their Participant Data, including their personal information with Client, CCC Vaccine Partner, state and local public health agencies pursuant to an executed Authorization for the Release of Information . DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 13 4. FEES. 4.1 General. In consideration for the CCC Bundled Vaccine Services, Client agrees to pay CCC the fees, in arrears, as set forth below: Fees Vaccine Administration Fee $2 per Vaccine dose administered pursuant to this Agreement. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 14 EXHIBIT B FEMA ADDENDUM OFFICE OF MANAGEMENT AND BUDGET POST FEDERAL AWARD REQUIREMENTS FOR PROCUREMENT CONTRACTS This is an addendum to the Vaccine Program Agreement, Contract (the “Contract”) between COVIDCheck Colorado, LLC (“Contractor”), and Eagle County, (the “County”). This Contract is subject to the provisions of 2 C.F.R. § 200 et seq., Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as well as additional requirements promulgated by the Federal Emergency Management Agency (FEMA). Notwithstanding anything contained in the Contract or this Addendum, Contractor agrees to comply with all applicable provisions of 2 C.F.R. § 200 et seq., as amended. This Addendum is hereby expressly incorporated into the Contract between the County and the Contractor. Regardless of any conflict of provisions language contained in the Contract, to the extent that the terms of the Contract and this Addendum conflict, the terms of this Addendum will control. Audit Rights Eagle County and the Comptroller General of the United States, or any of their duly authorized representatives, must have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions. Contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms (2 C.F.R. § 200.321). If subcontracts are to be let, Contractor must take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. As set forth in 2 C.F.R. § 200.321(b)(1)-(5), such affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 15 ADDITIONAL FEMA REQUIREMENTS i. Changes: To be effective, any change to the Contract, including the alteration of any method, price, or schedule of work must be authorized pursuant to a written amendment executed by the parties. ii. Access to Records: Contractor and its successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing Department and FEMA access to records, accounts, information, facilities, and staff. iii. DHS Deal, Logo, and Flags: Contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. iv. Compliance with Federal Law, Regulations, and Executive Orders: FEMA financial assistance will be used to fund the Contract. Contractor shall comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives. v. No Obligation by Federal Government: The United States Federal Government is not a party to the Contract and is not subject to any obligations or liabilities to County, Contractor, or any other party pertaining to any matter resulting from the contract. vi. Program Fraud and False or Fraudulent Statements or Related Acts: Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to Contractor’s actions pertaining to the Contract. DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 16 EXHIBIT C INSURANCE CERTIFICATE DocuSign Envelope ID: 0CF52023-B7A3-4C88-83E1-0EB51EBF1FA0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 2/16/2021 IMA,Inc.-Colorado Division 1705 17th Street,Suite 100 Denver CO 80202 IMA Denver Team 303-534-4567 DenAccountTechs@imacorp.com Federal Insurance Company 20281 GARYCOM *Pinnacol Assurance 41190CovidCheckColorado,LLC 1705 17th Street,Suite 200 Denver,CO 80202 Artisan and Truckers Casualty Company 10194 1533268647 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X 35963604 1/1/2021 1/1/2022 2,000,000 C 1,000,000 X X X 01546570 1/1/2021 1/1/2022 A X 10,000,000 X 79877329 1/1/2021 1/1/2022 10,000,000 B X N 4152677 1/1/2021 1/1/2022 1,000,000 1,000,000 1,000,000 A Property 35963604 1/1/2021 1/1/2022 Limit Deductible $75,000 $5,000 Eagle County is included as Additional Insured on the General Liability Policy if required by written contract or agreement and with respect to work performed by Insured subject to the policy terms and conditions. Eagle County 500 Broadway PO Box 850 Eagle CO 81631