AGREEMENT RE NATIONAL STOCKPILE ASSETS WITH APS.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 Arizona Public Service Company ("APS"), a subsidiary of Pinnacle West Capital
Corporation, for the purpose of distributing medications, other medical materials and information to APS for
dispensing to APS employees and their families (the "Authorized Recipients") in the event of a public health
emergency. MCDPH or APS 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 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 APS to provide APS with SNS assets at its location, APS Corporate
Headquarters 400 N. 5 th Street, Phoenix, AZ 85004, as may be necessary to respond to a public health emergency;
and
WHEREAS, MCDPH and OPR wish to cooperate with APS by providing .APS 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 APS
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. APS 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. APS'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 APS Corporate Headquarters delivery site at 400
N. 5th Street, Phoenix, AZ 85004, as a delivery point.
1.2 MCDPH will provide APS with notice as soon as possible when an event triggers the activities
under this Agreement. The APS contact for MCDPH is:
Primary Contact:
Name: Shelly Shaffer
Title: Manager Corporate Health Services
Address: 400 North 5th Street, MS 8330
City, State, Zip Phoenix, AZ 85004
Work Phone: 602-250-2950
Fax: 602-250-3519
Cell: 602-327-0757
Secondary Contact:
Name: Shari Hutchison
Title: Leader, Nursing Services
Address: 400 North 5th Street, MS 8330
City, State, Zip: Phoenix, AZ 85004
Work Phone: 602-250-2137
Fax: 602-250-3519
Cell: 602-321-8653
24/7 Contact Number: 602-371-6036 (Ask for On-Call Health Services Personnel,
The MCDPH contact will promptly advise APS of MCDPH's intent to deliver SNS assets to that
location. MCDPH may also contact the delivery site directly if need be. The APS 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 APS Corporate Headquarters delivery site at 400 N. 5 th Street,
Phoenix, AZ 85004.
1.3. MCDPH will deliver sufficient SNS assets to APS to serve an estimated targeted population of
26,000 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 MCDPH are limited and
MCDPH is unable to supply the entire amount required for APS, MCDPH will determine an
allocation for APS 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 APS.
1.4. APS agrees to dispense SNS assets using APS 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. APS agrees not to charge for SNS assets or for any of the services
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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 APS, APS
agrees to arrange sufficient time for the personnel who would be involved in SNS asset
distribution at APS 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 APS will be mutually
agreed upon.
1.6 During transfer of custody of SNS assets to APS at the Corporate Headquarters delivery site at
400 N. 5th Street, Phoenix, AZ 85004, APS will be responsible for offloading and moving the
assets to the storage area. APS 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 APS Corporate Headquarters delivery
site.
1.7 APS 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. APS 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 APS, 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, APS 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 APS, 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 Maricopa County, Arizona Self-Insured Risk Trust Fund during the term of this Agreement. At
the signing of this Agreement, MCDPH shall furnish APS with certificates of self-insurance evidencing
the coverages and limits listed below at the following address:
Contact Name and Information (Usually Risk Management Contact Info)
Name: Richard LaPeter
Title: Manager, Insurance Claims
Address: 400 N. 5 th Street, MS 9716
City, State, Zip: Phoenix, AZ 85004
Work Phone: 602-250-2761
Fax: 602-250-3601
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MCDPH's insurance must be primary, and any insurance or self-insurance maintained by APS 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
and $5,000,000 in aggregate 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
work or services performed by MCDPH, or any person employed by MCDPH, with a limit of not
less than $2,000,000 each claim.
Receiving Agency:
APS shall maintain during the term of this Agreement insurance policies described below issued by
companies approved to do business in the State of Arizona with a current AM Best, Inc. rating of B++ VI
or better. In the alternative, APS may self-insure any or all of the insurance required under this
agreement. At the signing of this Agreement, APS shall furnish MCDPH 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 APS'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 APS, or any person employed by APS, with a limit of not less than
$2,000,000 each claim.
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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.
MCDPH shall waive, and require its insurers to waive, any and all recovery rights to which any insurer of
MCDPH may have against APS to which any insurer of MCDPH may have.
To the extent that the insurance policies required by this Section are not occurrence based policies, except
for Workers' Compensation, Supplier shall either (a) maintain claims made policies for at least 2 years
following termination of this Agreement or any Order, or (b) obtain extended discovery periods for such
policies of at least 2 years following termination of this Agreement or any Order. Further, all policies
required by his Section, Except for Workers' Compensation and Professional Errors and Omissions
insurance, Shall contain a severability of interest provision, and shall not contain any commutation clause
or any other provisions that limits third party actions over claims.
4. E-yerification of employees:
APS warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
4.1 That APS 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 APS or subcontractor employee who
performs work under this Agreement to ensure that APS or subcontractor performing work under
this Agreement is complying with the warranty provided under subsection 4.1 above and that
APS 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 APS or any subcontractor an agent or employee of MCDPH.
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.
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: OPRgmail.maricopa.gov
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For APS:
Contact Name and Information
Name: Phil S. Smithers
Title: Director Safety & Health Services
Address: 400 N. 5th Street, MS 9306
City, State, Zip: Phoenix, AZ 85004
Work Phone: 602-250-4345
Fax:
Cell: 602-809-2334
9. Use of Name. MCDPH/OPR shall not use the names or trademarks of APS or of any of APS's affiliated
entities in any advertising, publicity, endorsement, or promotion unless APS has provided prior written
consent for the particular use contemplated. All requests for approval pursuant to this Section must be
submitted to APS 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.
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.
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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.
MCDPH: ARIZONA PUBLIC SERVICE COMPANY:
MARICOPA COUNTY SAFETY & HEALTH SERVICES
DEPARTMENT OF PUBLIC HEALTH
MARICOPA COUNTY BOARD OF SUPERVISORS
By: By:
Title: Chairman of the Board
Date: Date:
ATTEST:
By:
Clerk of the Board
Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By:
Attorney for Maricopa County
Date: Date:
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