ARGMT RE STRATEGIC NATL S A WITH LEISURE WRLD C A HE.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 ("TVICDPII") and Leisure World Community Association ("LWCA") for the purpose of
distributing medications, other medical materials and information to LWCA for dispensing to LWCA residents
and LWCA employees and their respective families (the "Authorized Recipients") in the event of a public health
emergency. MCDPH or LWCA 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 ("AIMS") 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 1Vlaricopa 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 LWCA to provide LWCA with SNS assets at its location, 908 S.
Power Rd., Mesa, AZ 85206, as may be necessary to respond to a public health emergency; and
WHEREAS, MCDPH and OPR wish to cooperate with LWCA by providing LWCA 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 LWCA
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
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Agreement. LWCA 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. LWCA'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 LWCA delivery site at 908 S. Power Rd., Mesa,
AZ 85206, as a delivery point.
1.2. MCDPH will provide LWCA with notice as soon as possible when an event triggers the activities
under this Agreement. The LWCA contact for MCDPH is:
Mark L. Wade, Community Manager
Leisure World Community Association
908 S. Power Road
Mesa, Arizona 85206
The MCDPH contact will promptly advise the LWCA of MCDPH's intent to deliver SNS assets
to that location. MCDPH may also contact the delivery site directly if need be. The LWCA
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 LWCA.
1.3. MCDPH will deliver sufficient SNS assets to LWCA to serve an estimated targeted population of
6,600 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 LWCA, MCDPH will determine an
allocation for LWCA 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 LWCA.
1.4. LWCA agrees to dispense SNS assets using LWCA 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. LWCA 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 LWCA,
LWCA agrees to arrange sufficient time for the personnel who would be involved in SNS asset
distribution at LWCA 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 LWCA will be mutually
agreed upon.
1.6. During transfer of custody of SNS assets to LWCA at 908 S. Power Road, Mesa, Arizona 85206,
LWCA will be responsible for offloading and moving the assets to the storage area LWCA plans
to utilize, and for sufficient security to maintain order and safeguard persons against bodily
injury. The Maricopa County Sheriffs Office is the lead agency for security during transport and
delivery of assets to the LWCA delivery site.
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1.7. LWCA 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 SN1S assets were
dispensed. LWCA 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
hal inless LWCA, 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, LWCA 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 gross negligence of LWCA, 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 Miaricopa County, Arizona Self-Insured Risk Trust Fund during the term of this Agreement. At the
signing of this Agreement, ivICDPH shall furnish LWCA with certificates of self-insurance evidencing the
coverages and limits listed below at the following address:
Leisure World Community Association
Attn: Mark L. Wade, Community Manager
908 S. Power Road
Mesa, Arizona 85206
MCDPH's insurance must be primary, and any insurance or self-insurance maintained by LWCA 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 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
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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:
LWCA 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- VII or better. In the
alternative, LWCA may submit required coverage under a self-insured program. At the signing of this
Agreement, LWCA 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 LWCA'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 LWCA, or any person employed by LWCA, 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:
LWCA warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
4.1. That LWCA 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 5.1 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 LWCA or subcontractor employee who
performs work under this Agreement to ensure that LWCA or subcontractor performing work under this
Agreement is complying with the warranty provided under subsection 5.1 above and that LWCA 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 LWCA or any subcontractor an agent or employee of MCDPII.
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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 A.R.S. §38-51 1.
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 LWCA:
Leisure World Community Association
Attn: Mark L. Wade, Community Manager
908 S. Power Road
Mesa, Arizona 85206
Tel: 480 832-0003 ext. 228
9. Use of Name. MCDPH/OPR shall not use the names or trademarks of LWCA or of any of LWCA's affiliated
entities in any advertising, publicity, endorsement, or promotion unless LWCA has provided prior written
consent for the particular use contemplated. All requests for approval pursuant to this Section must be
submitted to the I.,\VCA 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.
[Signatures on following page(s).1
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MCDPH: LWCA:
MARICOPA COUNTY DEPARTMENT OF LEISURE WORLD COMMUNITY
PUBLIC HEALTH ASSOCIATION
MAR ICOPA COUNTY BOARD OF
SUPERVISORS
By:
Title: Chairman of the Board
Date: Date:
ATTEST:
By:
Clerk of the Board
Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
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