OPR SNS WITH NATIVE HEALTH.PDF

MARICOPA COUNTY THROUGH ITS DEPARTMENT OF PUBLIC HEALTH OFFICE OF
PREPAREDNESS AND RESPONSE
4041 N. Central Ave., Suite 600 Phoenix, AZ 85012
AGREEMENT TO PROVIDE STRATEGIC NATIONAL STOCKPILE ASSETS
This Agreement is entered into by and between Maticopa County (County), through the Maricopa County
Department of Public Health (MCDPH) and NATIVE HEALTH ("NATIVE HEALTH") for the purpose of
distributing medications, other medical materials and information to NATIVE HEALTH for dispensing to
NATIVE HEALTH employees, their families, MCDPH employees, and their families (the "Authorized
Recipients") in the event of a public health emergency. MCDPH or NATIVE HEALTH may individually be
referred to in this Agreement as a "Party" or the entities collectively as the "Parties."
RECITALS
WHEREAS, pursuant to A.R.S. §36-787, when there is a state of emergency or state of war emergency in
which there is an occurrence or imminent threat of an illness or health condition that threatens the public health,
the Arizona Department of Health Services ("ADHS") has the responsibility for planning and executing public
health emergency assessment, mitigation, preparedness response and recovery for the state, and coordinating
public health emergency response among state, local and tribal authorities; and in furtherance of its responsibility
ADHS has entered into an agreement with Maricopa County through MCDPH to develop and enhance the state's
emergency response capabilities; and
WHEREAS, pursuant to A.R.S. §26-308, Maricopa County and each incorporated city and town has the
responsibility for establishing and providing for emergency management within its jurisdiction in accordance with
state emergency plans and programs; and
WHEREAS, by resolution adopted by the Maricopa County Board of Supervisors, the Maricopa County
Department of Emergency Management defines authorities and duties regarding emergency plans and programs
related to emergency services, and the Maricopa County Department of Emergency Management has
acknowledged the MCDPH as the Lead County Agency for the Health and Medical Emergency Support Function,
and the Strategic National Stockpile ("SNS") Points of Dispensing ("POD") are integral to a Public Health
Emergency Response; and
WHEREAS, the MCDPH has created the Office of Preparedness and Response ("OPR") to coordinate
and prepare a Health and Medical plan to support the Maricopa County Emergency Operations Plan, and to
respond to a Public Health Emergency in which there is an occurrence or imminent threat of an illness or health
condition caused by a natural event, bioterrorism, an epidemic or pandemic disease or a highly fatal infectious
agent or biological toxin that poses a substantial risk to public health; and
WHEREAS, OPR has been asked by NATIVE HEALTH to provide NATIVE HEALTH with SNS assets
at its two location, 4041 N. Central Ave, Phoenix, 85012 and 2423 W. Dunlap Ave, Phoenix 85021, as may be
necessary to respond to a public health emergency; and
WHEREAS, MCDPH and OPR wish to cooperate with NATIVE HEALTH by providing NATIVE
HEALTH with SNS assets for distribution to the Authorized Recipients in the event of such a public health
emergency;
WHEREAS, MCDPH and OPR wish to cooperate with NATIVE HEALTH by NATIVE HEALTH
distributing SNS assets to MCDPH employees in the event of such a public health emergency;
WHEREAS, MCDPH OPR and NATIVE HEALTH wish to support each other with Resource
Sharing to support routine and emergency operations, MCDPH OPR will share its HOSHIZAKI vaccine
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refrigerator, Equipment Serial Number 10192134, with NATIVE HEALTH for placement in the
NATIVE HEALTH clinic located at 4041 N Central Avenue Phoenix, AZ 85012.
NOW, THEREFORE, the parties agree that resources will continue to be owned by the party supplying
them, and, if requested, shall be returned to the owning agency within four (4) hours of said request.
Parties agree not to use shared resources for anything other than the manufacturer's intent without
agreement by both parties. Parties also agree to notify one another when shared resources are no longer
operational for the manufacturer's intent so arrangements can be made to salvage or to return them to
operational capacity.
NOW, THEREFORE, the Parties agree as follows:
1. Delivery of SNS assets
1.1 In the event of a public health emergency, MCDPH through OPR will deliver to NATIVE
HEALTH medications, vaccinations, dispensing information or such other SNS materials as
available and may be necessary to respond to a public health emergency, under the conditions
specified in this Agreement. NATIVE HEALTH understands that such SNS assets cannot be
provided by MCDPH until said assets are released by the Arizona Department of Health Services
and the Division of Strategic National Stockpile Program to OPR. NATIVE HEALTH' s
responsibilities under this Agreement are to take custody of the assets for the purpose of
dispensing to the Authorized Recipients, and to cooperate with MCDPH to ensure the
accessibility of the NATIVE HEALTH delivery sites at 4041 N. Central Ave, Phoenix, 85012
and 2423 W. Dunlap Ave, Phoenix 85021, as delivery points.
1.2 MCDPH will provide NATIVE HEALTH with notice as soon as possible when an event triggers
the activities under this Agreement. The NATIVE HEALTH contact for MCDPH is:
Primary Contact:
Name: Donna Dante
Title: Quality Assurance Manager
Address: 4041 N. Central Ave Building C
City, State, Zip Phoenix, AZ 85012
Work Phone: 602-279-5262
Fax: 602-263-0460
Cell: 480-600-4711
Secondary Contact:
Name: Dennis Huff
Title: Behavioral Health Services Administrator
Address: 4041 N. Central Ave Building C
City, State, Zip Phoenix, AZ 85012
Work Phone: 602-279-5262
Fax: 602-279-5393
Cell: 602-882-9952
The MCDPH contact will promptly advise the NATIVE HEALTH of MCDPH's intent to deliver
SNS assets to that location. MCDPH may also contact the delivery site directly if need be. The
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NATIVE HEALTH contact will be responsible for coordinating MCDPH' s access to the delivery
site, for offloading the SNS assets, and for security and appropriate storage of the SNS assets
once delivered. The Parties agree to exchange whatever information is necessary to facilitate
planning and coordination in preparation for delivery of SNS assets to NATIVE HEALTH.
1.3. MCDPH will deliver sufficient SNS assets to NATIVE HEALTH to serve an estimated targeted
population of up to 19,200 Authorized Recipients provided appropriate and secure storage
facilities for materials or antibiotics are available. Depending upon the supply, MCDPH may
provide more medical countermeasures, if requested and needed. If SNS assets received by
MCDPH are limited and MCDPH is unable to supply the entire amount required for NATIVE
HEALTH, MCDPH will determine an allocation for NATIVE HEALTH based on an analysis of
the current situation. Personnel, supplies, and equipment needed to dispense to the service
population, such as copy machines and paper, furniture such as tables and chairs, and other items,
will be supplied by NATIVE HEALTH.
1.4. NATIVE HEALTH agrees to dispense SNS assets using NATIVE HEALTH personnel or
volunteers who have the appropriate licensure, training, and/or certification to dispense SNS
assets, to dispense SNS assets only to the Authorized Recipients as specified under OPR
guidelines, to distribute product information sheets provided by OPR, to return to OPR any
excess SNS assets inventory, to provide OPR approved documentation of all dispensing, and to
reconcile SNS assets received with those dispensed and those returned to OPR. NATIVE
HEALTH agrees not to charge for SNS assets or for any of the services provided as part of the
administration or dispensing of SNS assets unless agreed upon separately in writing.
1.5. As a condition of this Agreement and prior to the distribution of any SNS assets to NATIVE
HEALTH, NATIVE HEALTH agrees to arrange sufficient time for the personnel who would be
involved in SNS asset distribution at NATIVE HEALTH to participate in an OPR-provided
training on the procedures for dispensing of SNS assets. The minimum number of people to
attend the training for NATIVE HEALTH will be mutually agreed upon.
1.6 During transfer of custody of SNS assets to NATIVE HEALTH at 4041 N. Central Ave,
Phoenix, 85012 and 2423 W. Dunlap Ave, Phoenix 85021, NATIVE HEALTH will be
responsible for offloading and moving the assets to the storage area NATIVE HEALTH plans to
utilize, and for sufficient security to maintain order and safeguard persons against bodily injury.
The Maricopa County Sheriff's Office is the lead agency for security during transport and
delivery of assets to the NATIVE HEALTH delivery site.
1.7 NATIVE HEALTH agrees to utilize dispensing information, including prophylaxis or treatment
dispensing algorithms, guidelines, and patient information forms, provided by OPR and to
provide OPR with a completed patient information form within 48 hours for each person to whom
SNS assets were dispensed. NATIVE HEALTH agrees to have trained employees (Section 1.5)
oversee the dispensing of SNS assets to the Authorized Recipients.
2. Indemnification. To the fullest extent permitted by law, County shall defend, indemnify, and hold
harmless NATIVE HEALTH, its agents, officers, officials, and employees from and against all claims,
damages, losses, and expenses (including but not limited to attorney's fees and court costs) arising from
the acts, errors, mistakes, omissions, work or service of County, its agents, employees, or volunteers or
any tier of its contractors in the performance of this Agreement. The amount and type of insurance
coverage requirements of the Agreement will in no way be construed as limiting the scope of
indemnification in this Paragraph. The terms of this section survive the termination, expiration, non-
renewal, or rescission of this Agreement.
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To the fullest extent permitted by law, NATIVE HEALTH shall defend, indemnify and hold harmless
County, its agents, officers and employees from and against all claims, damages, losses and expenses
(including but not limited to attorney's fees and court costs) arising from the acts, errors, mistakes,
omissions, work or service of NATIVE HEALTH, its agents, employees, or volunteers or any tier of its
contractors in the performance of this Agreement. The amount and type of insurance coverage
requirements of the Agreement will in no way be construed as limiting the scope of the indemnification in
this Paragraph. The terms of this section survive the termination, expiration nonrenewal, or rescission of
this Agreement.
3. Insurance. County shall maintain a self-insurance program under the Revised Restated Declaration of
Trust for Maricopa County, Arizona Self-Insured Risk Trust Fund during the term of this Agreement. At
the signing of this Agreement, County shall furnish NATIVE HEALTH with certificates of self-insurance
evidencing the coverages and limits listed below at the following address:
Name: Donna Dante
Title: Quality Assurance Manager
Address: 4041 N. Central Ave Building C
City, State, Zip Phoenix, AZ 85012
Work Phone: 602-279-5262
Fax: 602-263-0460
Cell: 480-600-4711
County's insurance must be primary, and any insurance or self-insurance maintained by NATIVE
HEALTH shall not contribute to it. If any part of this Agreement is contracted, these insurance
requirements also apply to all contractors.
Insurance coverage required under this Agreement is as set forth below (or the equivalent coverage with
respect to Maricopa County or any other self-insured entity):
Maricopa County:
3.1. Commercial General Liability insurance with a limit of not less than $2,000,000 per occurrence
for bodily injury, property damage, personal injury, products and completed operations, and
blanket contractual coverage, including but not limited to, the liability assumed under the
indemnification provisions of this Agreement;
3.2. Automobile Liability insurance with a combined single limit for bodily injury and property
damage of not less than $2,000,000 each occurrence with respect to County's owned, hired, and
non-owned vehicles;
3.3. Workers' Compensation insurance with limits statutorily required by any Federal or state law
and Employer's Liability insurance of not less than $2,000,000 for each accident, $2,000,000
disease for each employee, and $2,000,000 disease policy limit; and
3.4. Professional Liability insurance covering acts, errors, mistakes, and omissions arising out of the
work or services performed by County, or any person employed by County, with a limit of not
less than $2,000,000 each claim.
Receiving Agency:
NATIVE HEALTH shall maintain during the term of this Agreement insurance policies described below
issued by companies licensed in the State of Arizona with a current AM Best, Inc. rating of B++ VII or
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better. In the alternative, NATIVE HEALTH may submit required coverage under a self-insured
program. At the signing of this Agreement, NATIVE HEALTH shall furnish County with Certificates of
Insurance or Self-Insurance evidencing the required coverages, conditions and limits required by this
Agreement.
3.5. Commercial General Liability insurance with a limit of not less than $2,000,000 per occurrence
for bodily injury, property damage, personal injury, products and completed operations, and
blanket contractual coverage, including but not limited to, the liability assumed under the
indemnification provisions of this Agreement;
3.6. Automobile Liability insurance with a combined single limit for bodily injury and property
damage of not less than $2,000,000 each occurrence with respect to NATIVE HEALTH' s owned,
hired, and non-owned vehicles;
3.7. Workers' Compensation insurance with limits statutorily required by any Federal or state law
and Employer's Liability insurance of not less than $2,000,000 for each accident, $2,000,000
disease for each employee, and $2,000,000 disease policy limit; and
3.8. Professional Liability insurance covering acts, errors, mistakes, and omissions arising out of the
work or services performed by NATIVE HEALTH, or any person employed by NATIVE
HEALTH, with a limit of not less than $2,000,000 each claim.
In the event any insurance policies required by this Agreement are written on a "claims made" basis,
coverage shall extend for two years past expiration of the Agreement and must be evidenced by annual
Certificates of Insurance upon request from County.
4. E-verification of employees:
NATIVE HEALTH warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
4.1 That NATIVE HEALTH and its subcontractors, if any, performing work under this Agreement
warrant their compliance with all federal immigration laws and regulations that relate to their
employees and their compliance with A.R.S. § 23-214, subsection A;
4.2 That a breach of a warranty under subsection 4.1 above, shall be deemed a material breach of this
Agreement that is subject to penalties up to and including termination of the Agreement;
4.3 That County retains the legal right to inspect the papers of NATIVE HEALTH or subcontractor
employee who performs work under this Agreement to ensure that NATIVE HEALTH or
subcontractor performing work under this Agreement is complying with the warranty provided
under subsection 4.1 above and that NATIVE HEALTH agrees to make all papers and
employment records of said employee(s) available during normal working hours in order to
facilitate such an inspection.
5. Nothing herein shall make NATIVE HEALTH or any subcontractor an agent or employee of County.
6. Termination. Either party may terminate this Agreement at any time by giving 90 days written notice to
the other party, but in no case after the declaration of a Public Health Emergency, until it has been
determined and declared to be ended.
7. Cancellation. This Agreement is subject to cancellation pursuant to the terms of A.R.S. §38-511.
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8. Notices. Any notices hereunder shall be written notices, personally delivered to the other party, except
that in the event of a Public Health Emergency, notice may be given by any means, to be followed by
written, personally delivered notice, as soon as is reasonably practicable. Such personally delivered
notice shall be at the following addresses:
For County:
Program Manager
Maricopa County Department of Public Health
Office of Preparedness and Response
4041 N. Central Avenue, Suite 600
Phoenix, AZ 85012
Tel: 602-506-2651
Email: OPR@mail.tnaricopa.gov
For NATIVE HEALTH:
NATIVE HEALTH
4041 N. Central Avenue, Building C
Phoenix, AZ 85012
Attn: Walter Murillo, CEO
with a copy sent by the same means to:
Law Office of Randal T. Evans, PLLC
Attn: Randal Evans
5635 N Scottsdale Rd. Suite 170
Scottsdale, AZ 85250
9. Use of Name. County shall not use the names or trademarks of NATIVE HEALTH or of any of NATIVE
HEALTH' s affiliated entities in any advertising, publicity, endorsement, or promotion unless NATIVE
HEALTH has provided prior written consent for the particular use contemplated. All requests for
approval pursuant to this Section must be submitted to the NATIVE HEALTH at least 5 business days
prior to the date on which a response is needed. The terms of this Section survive the termination,
expiration, non-renewal, or rescission of this Agreement.
10, Amendments. This Agreement may not be amended or modified except in writing signed by both parties
and identified as an amendment to this Agreement.
11, Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.
12. Waiver. The failure of either party to complain of any default by the other party or to enforce any of such
party's rights, no matter how long such failure may continue, will not constitute a waiver of the party's
rights under this Agreement. The waiver by either party of any breach of any provision of this Agreement
shall not be construed as a waiver of any subsequent breach of the same or any other provision. No part of
this Agreement may be waived except by the further written agreement of the parties.
13. Entire Agreement. This Agreement together with the Attachments hereto constitutes the entire
agreement between the parties with respect to its subject matter and supersedes all past and
contemporaneous agreements, promises, and understandings, whether oral or written, between the parties.
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14. Assignment. This Agreement may not be assigned by either party without the prior written consent of the
other party. Any purported assignment in violation of this clause is void. Such written consent, if given,
shall not in any manner relieve the assignor from liability for the performance of this Agreement by its
assignees.
15. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the
remainder of this Agreement shall remain in full force and effect as if the invalid or unenforceable
provision has never been a part of the Agreement.
16. Independent Contractor Status. It is mutually understood and agreed that the relationship between the
parties is that of independent contractors. Neither party is the agent, employee, or servant of the other.
Except as specifically set forth herein, neither party shall have nor exercise any control or direction over
the methods by which the other party performs work or obligations under this Agreement. Further,
nothing in this Agreement is intended to create any partnership, joint venture, lease or equity relationship,
expressly or by implication, between the parties.
17. Counterparts. This Agreement may be executed in any number of counterparts which, when taken
together, will constitute one original, and photocopy, facsimile, electronic or other copies shall have the
same effect for all purposes as an ink-signed original.
18, Representation on Authority of Parties/Signatories. Any individual executing this Agreement on
behalf of a Party represents and warrants to the other Party that they are duly authorized to execute this
Agreement on behalf of such Party, and that upon their signature this Agreement shall be binding upon
the Parties.
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COUNTY: NATIVE HEALTH:
MARICOPA COUNTY BOARD OF SUPERVISORS
By: By:
Title: Chairman of the Board Title: Chief E cutive Officer
Date: Date: ti
ATTEST: APPR/OVE S Ty
By: By: ...—aI-ra
Clerk of the Board Aitorney for NATIVE HEALTH
Date:
APPROVED AS TO FORM:
By:
Attorney for Maricopa County
Date:
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