NYMDA COVID-19 Resource Project Memorandum of Understanding

This Memorandum of Understanding (the “MOU”) is made and entered into as of the date of the last signature below (the “Effective Date”) by and between the NYMDA COVID-19 Resource Project, and the undersigned nursing home facility (the “Facility”), whose name and address are set forth beneath its signature at the bottom of this Agreement.

WHEREAS, NYMDA COVID-19 Resource Project, the purpose of which is to improve assist with the treatment and control of respiratory infections in the nursing homes of New York State; and

WHEREAS, the Facility desires to learn the current best practice in the treatment and control of respiratory infections such as COVID-19 in the nursing home.

NOW, THEREFORE, NYMDA COVID-19 Resource Project and the Facility desire to enter into this MOU for the purpose of setting forth the respective obligations and responsibilities of each party as they relate to the implementation and conduct of NYMDA COVID-19 Resource Project and the Facility, as follows:

A. Term

The initial term of this MOU shall commence on the Effective Date, and shall continue until the first anniversary of the Effective Date. Thereafter, the MOU shall be automatically extended for additional one year terms unless one party provides written notice to the other party that it desires not to renew the Agreement at least thirty (30) days prior to the expiration of the current term. The initial term and any extension term shall be referred to herein as the “Term”. Notwithstanding the foregoing, either NYMDA COVID-19 Resource Project or the Facility may elect to terminate this Agreement without cause at any time during the Term by delivering sixty (60) days written notice to the other party.

B. NYMDA COVID-19 Resource Project Obligations & Responsibilities

During the Term, NYMDA COVID-19 Resource Project shall work with the Facility to:
Provide advice on the treatment and control of respiratory infections such as COVID-19.
Direct the Facility to useful tools for the treatment and control of respiratory infections such as COVID-19.

Key NYMDA COVID-19 Resource Project contractor (and contact information) who will provide and/or coordinate the provision of NYMDA COVID-19 Resource Project’s obligations and responsibilities:

Name: Dr. Dallas Nelson
Role/Title: Chair of NYMDA COVID-19 Resource Project
Phone: 929-269-6322
Email: Dallas_Nelson@urmc.rochester.edu

C. Facility Obligations & Responsibilities

During the Term, the Facility shall work with NYMDA COVID-19 Resource Project to present de-identified information for review during coaching. Coaching is to assist the facility in accessing resources. All decisions are ultimately the responsibility of the nursing home and its medical providers.

D. General

1. Assignment & Modification

Neither party may assign this MOU, or subcontract any of its obligations hereunder, without the prior written consent of the other party, which may be granted or withheld in such party’s sole discretion. This MOU may be modified only by written agreement executed by both parties.

2. Notices

Any notices required or permitted hereunder shall be delivered by hand delivery or by certified mail, return receipt requested or by nationally recognized overnight courier addressed as follows: If to NYMDA COVID-19 Resource Project at 1870 Winton Rd. S Rochester, NY 14618. If to the Facility, to the address provided beneath its signature below.

3. Governing Law

This MOU shall be governed by the laws of the State of New York, without regard to any conflicts of law principles thereof. In the event of any dispute hereunder, venue for the resolution of such dispute shall be exclusively in the courts of the County of Monroe, State of New York.

IN WITNESS WHEREOF, NYMDA COVID-19 Resource Project and the Facility have caused their duly authorized representatives to execute this MOU effective on the day and year last noted below.

For NYMDA COVID-19 Resource Project:

Name: Dr. Dallas Nelson
Role/Title: Chair of NYMDA COVID-19 Resource Project
Date: 8/20/2023