AGRMT RE STRATEGIC NATL STOCKPILE A WITH AMERICAN MED RESP.PDF

MARICOPA COUNTY 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 Maricopa County, through the Maricopa County Department of
Public Health (MCDPH) and American Medical Response on behalf of its subsidiaries and affiliates operating in
the State of Arizona, Maricopa County ("AMR") for the purpose of distributing medications, other medical
materials and information to AMR for dispensing to AMR employees and their families (the "Authorized
Recipients") in the event of a public health emergency. MCDPH or AMR 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 =solution adopted by the tvlaricopa 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 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 AMR to provide AMR with SNS assets at its location, as may be
necessary to respond to a public health emergency; and
WHEREAS, MCDPH and OPR wish to cooperate with AMR by providing AMR with SNS assets for
distribution to the Authorized Recipients in the event of such a public health emergency;
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 AMR
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. AMR 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
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National Stockpile Program to OPR. AMR'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 AMR delivery site at 617 W. Main Street, Mesa,
AZ 85201, as a delivery point.
1.2 MCDPH will provide AMR with notice as soon as possible when an event triggers the activities
under this Agreement. The AMR contact for MCDPH is:
Contact Name and Information
Joseph A. Gibson
222 E. Main Street
Mesa, AZ 85201
The MCDPH contact will promptly advise the AMR of MCDPH' s intent to deliver SNS assets to
that location, MCDPH may also contact the delivery site directly if need be. The AMR 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 AMR.
1.3. MCDPH will deliver sufficient SNS assets to AMR to serve an estimated targeted population of
15,000 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 IVICDPH are limited and
MCDPH is unable to supply the entire amount required for AMR, MCDPH will determine an
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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 AMR.
1.4. AMR agrees to dispense SNS assets using AMR 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. AMR 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 AMR, AMR
agrees to arrange sufficient time for the personnel who would be involved in SNS asset
distribution at AMR 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 AMR will be mutually
agreed upon.
1,6 During transfer of custody of SNS assets to AMR at AMRAMRAMRAMRAMR , AMR will
be responsible for offloading and moving the assets to the storage area AMR 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 AMR delivery site.
1.7 AMR agrees to utilize dispensing informatian, 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
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dispensed. AMR 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, MCDPH shall defend, indemnify, and hold
harmless AMR, 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 MCDPH, 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.
To the fullest extent permitted by law, AMR shall defend, indemnify and hold harmless MCDPH, 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 AMR, 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. MCDPH shall maintain a self-insurance program under the Revised Restated Declaration of
Trust for Marieopa County, Arizona Self-Insured Risk Trust Fund during the term of this Agreement. At
the signing of this Agreement, MCDPH shall furnish AMR with certificates of self-insurance evidencing
the coverages and limits listed below at the following address:
8465 N Pima Road
Scottsdale, AZ 85258
MCDPH's insurance must be primary, and any insurance or self-insurance maintained by AMR 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:
31 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 MCDPH'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
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work or services performed by MCDPH, or any person employed by MCDPH, with a limit of not
less than $Z 000,000 each claim.
Receiving Agency:
AMR 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 better. In
the alternative, AMR may submit required coverage under a self-insured program. At the signing of this
Agreement, AMR shall furnish MCDPH with Certificates of Insurance or Self-Insuranee 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 AMR'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 gerviccs pc i 0 ed -b Al ersern enwloyed by AMR, 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 MCDPH.
4. E-verification of employees:
AMR warrants that it is in compliance with A,R.S. § 41-4401 and further acknowledges:
4.1 That AMR 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 MCDPH retains the legal right to inspect the papers of AMR or subcontractor employee who
performs work under this Agreement to ensure that AMR or subcontractor performing work
under this Agreement is complying with the warranty provided under subsection 4.1 above and
that AMR 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 AMR or any subcontractor an agent or employee of MCDPH.
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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 ARS. §38-511.
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 MCDPH/OPR:
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.maricopa.gov
For AMR:
Joseph A. Gibson
222 E. Main Street
Mesa, AZ 85201
With Mandatory Copy to:
Legal Department
American Medical Response, Inc.
6200 South Syracuse Way, Suite 200
Greenwood Village, Colorado 80111
9. Use of Name. MCDPH/OPR shall not use the names or trademarks of AMR or of any of AMR's
affiliated entities in any advertising, publicity, endorsement, or promotion unless AMR has provided prior
written consent for the particular use contemplated. All requests for approval pursuant to this Section
must be submitted to the AMR 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.
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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.
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 RepresentatiorLonAntblarity of Parfiesh naOries. Any in&vidu al 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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MCDPH: , AMR;
MARICOPA COUNTY AMERICAN MEDICAL RESPONSE
DEPARTMENT OF PUBLIC: HEALTH
• IVIARICOPA COUNTY BOARD OF SUPERVISORS
By; By:
Title: Chairman of the 13aard Regiona1 COO
Date: Date: c--,/ ev6-
ATTEST:
By:
Clerk of the Board
Date;
APPROVED AS 10 FORM: APPROVED AS TO FORM:
By:
Attorney for Marieopa County
Date: Date: 64—/i ( cc)
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