AGREEMENT RE STRATEGIC NATIONAL STOCKPILE ASSETS WITH INTEL.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 Marieopa County, through the Maricopa County Department of
Public Health (MCDPH) and Intel Corporation (INTEL") for the purpose of distributing medications, other
medical materials and information to INTEL for dispensing to INTEL employees and their families (the
"Authorized Recipients -) in the event of a public health emergency. MCDPH or INTEL 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 Marieopa 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 Marieopa County Department of Emergency Management has
acknowledged the lvICDPH as the Lead County Agency for the Health and Medical Emergency Support Function,
and the SINS 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 INTEL to provide INTEL with SNS assets at its two locations,
5000 W. Chandler Blvd., Chandler, AZ 85226 and 4500 S. Dobson Road, Chandler, AZ 8524g, as may be
necessary to respond to a public health emergency; and
WHEREAS, MCDPH and OF'R wish to cooperate with INTEL by providing INTEL 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;
Delivery of SNS assets
1,I. In the event of a public health emergency, MCDPH through OPR will deliver to INTEL
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 INTEL 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. rNTEL'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 lviCDPH to ensure the accessibility of the INTEL delivery sites at 5000 W. Chandler Blvd.,
Chandler, AZ 85226 and 4500 S. Dobson Road, Chandler, AZ 85248, as delivery points,
1.2 MCDPH will provide INTEL with notice as soon as possible when an event triggers the activities
under this Agreement. The INTEL contact for MCDPH is
Beverly Deason
AZ Emergency Programs Manager/Corporate Security
5000 W, Chandler Blvd.
MS: CH7-332
Chandler, AZ 85226
Office: 480 554-8717
Cell: 602 421-9123
Fax: 480 554-6699
Laurie Barkley
Ocotillo Site Emergency Manager
Intel Corporation 4500 S, Dobson Road
MS 0C4-009
Chandler, .AZ 85248
Office: 480 723-5711
Cell: 480 266-6i22
Fax: 480 715-8331
i.com
The MCDPH contact will promptly advise INTEL of MCDPH's intent to deliver SNS assets to
that location. MCDPH may also contact the delivery site directly if need be. The INTEL 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 INTEL
Li IvICDPH will deliver sufficient SNS assets to INTEL to serve an estimated total targeted
population of 120,000 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 INTEL, MCDPH will
determine an allocation for INTEL 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 INTEL.
1.4. INTEL agrees to dispense SNS assets using INTEL 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. INTEL agrees not to charge for SNS assets or
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for any of the services provided as part of the ad istration 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 INTEL,
INTEL agrees to arrange sufficient time for the personnel who would be involved in SNS asset
distribution at INTEL 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 INTEL will be mutually
agreed upon.
During transfer of custody of SNS assets to INTEL at 5000 W. Chandler Blvd., Chandler, AZ
85226 and 4500 S. Dobson Road, Chandler, AZ 85248, INTEL will be responsible for offloading
and moving the assets to the storage area INTEL plans to utilize, and for sufficient security to
maintain order and safeguard persons against bodily injury. The Iviaricopa County Sheriffs
Office is the lead agency for security during transport and delivery of assets to the INTEL
del i very Site
1.7 INTEL agrees to utilize dispensing information, including prophylaxis or treatment dispensing
algorithms, guidelines, and patient information forms, provided by Ol'R and to provide OPR with
a completed patient information form within 48 hours for each person to whom SNS assets were
dispensed. INTEL agrees to have trained employees (Section 1.5) oversee the dispensing of SNS
assets to the Authorized Recipients.
Indemnification. To the fullest extent permitted by law, TvICDPH shall defend, indemnify, and hold
harmless INTEL, 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.
3, Insurance. MCDPH shall maintain a self-insurance program under the Revised Restated Declaration c7f
Trust fbr Maricopo County, Arizona Self-Insured Risk Trust Fund during the term of this Agreement. At
the signing of this Agreement, TVICDPH shall furnish INTEL with certificates of self-insurance
evidencing the coverages and limits listed below at the following address:
Beverly Deason
AZ Emergency Programs Manager/Corporate Security
5000 W. Chandler Blvd.
MS: CH7-332
Chandler, AZ 85226
Office: 480 554-8717
Cell: 602 421-9123
Fax: 480 554-6699
Beverly. Deason@ Intel .corn
MCDPH's insurance must be primary, and any insurance or self-insurance maintained by INTEL 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):
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Maricopa County:
3,1. Commercial General Liability insurance with a limit of not less than S1,000,000 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 $1,000,000 each occurrence with respect to MCDPH's owned, hired, and
non-owned vehicles;
3.3. Workers' Compensation insurance with limits star orily required by any Federal or state law
and Employer's Liability insurance of not less than S1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 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 S1,000,000 each claim.
Receiving Agency:
INTEL 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 A- VI/ or better. In the
alternative, INTEL may submit required coverage under a self-insured program. At the signing of this
Agreement, INTEL shall furnish IvICDPH with Certificates of Insurance Of 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 51.000,000 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 $1,000,000 each occurrence with respect to INTEL'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 S1.000,000 for each accident, $1,000,000
disease for each employee, and SI,000,000 disease policy limit.
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-yerification of employees:
INTEL warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
4.1 That INTEL 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;
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4.2 That a breath of a warranty under subsection Si 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 IvICDPH retains the legal right to inspect the papers of INTEL or subcontractor employee
who performs work under this Agreement to ensure that INTEL or subcontractor performing
work under this Agreement is complying with the warranty provided under subsection Si above
and that INTEL 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 INTEL 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
Emaih opr@rnai ,mari copa.gov
For INTEL:
Beverly Deason
AZ Emergency Programs Manager/Corporate Security
5000 W. Chandler Blvd.
MS: CH7-.332
Chandler, AZ 85226
Office: 480 554-8717
Cell: 602 421-9123
Fax: 480 554-6699
Laurie Barkley
Ocotillo Site Emergency Manager
Intel Corporation 4500 S. Dobson Road
MS 0C4-009
Chandler, AZ 85248
Office: 480 723-5711
Cell: 480 266-6122
Fax 480 715-8331
1
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Use of Name. MCDPH/OPR shall not use the names or trademarks of INTEL or of any of INTEL's
affiliated entities in any advertising, publicity, endorsement, or promotion unless INTEL has provided
prior written consent for the particular use contemplated. All requests for approval pursuant to this
Section must be submitted to the INTEL 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 parry 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 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.
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-sipecl
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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MCDPH: INTEL:
MARICOPA COUNTY INTEL CORPORATION
DEPARTMENT OF PUBLIC HEALTH
MARICOPA COUNTY BOARD OF SUPERVISORS
By: By:
Title: Chairman of the Board Title:
Date: Date:
ATTEST:
By:
Clerk of the Board
Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By:
Attorney for Marieopa County
Date: N Date:
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