AGRMT RE STRATEGIC NATL WITH TOWN OF CAVE CREEK.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 Town of Cave Creek ("Town of Cave Creek") for the purpose of distributing
medications, other medical materials and information to Town of Cave Creek for dispensing to Town of Cave
Creek employees and their families (the "Authorized Recipients") in the event of a public health emergency.
MCDPH or Town of Cave Creek 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 Town of Cave Creek to provide Town of Cave Creek with SNS
assets at its location, 37622 N. Cave Creek Rd., Cave Creek, AZ 85331, as may be necessary to respond to a
public health emergency; and
WHEREAS, MCDPH and OPR wish to cooperate with Town of Cave Creek by providing Town of Cave
Creek 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 Town of Cave
Creek 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
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this Agreement. Town of Cave Creek 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. Town of Cave Creek'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 Town of
Cave Creek delivery site at 37622 N. Cave Creek Rd., Cave Creek, AZ 85331, as a delivery
point.
1.2 MCDPH will provide Town of Cave Creek with notice as soon as possible when an event triggers
the activities under this Agreement. The Town of Cave Creek contact for MCDPH is:
Adam Stein
Town Marshal
Town of Cave Creek
37622 N. Cave Creek Rd.
Cave Creek, AZ 85331
480-488-6636 (office)
480-251-9060 (cell)
astein@cavecreek.org
480488-6638 (fax)
The MCDPH contact will promptly advise the Town of Cave Creek of MCDPH's intent to
deliver SNS assets to that location. MCDPH may also contact the delivery site directly if need be.
The Town of Cave Creek 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 Town of Cave
Creek.
1.3. MCDPH will deliver sufficient SNS assets to Town of Cave Creek to serve an estimated targeted
population of 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 Town of Cave Creek, MCDPH
will determine an allocation for Town of Cave Creek 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
Town of Cave Creek.
1.4. Town of Cave Creek agrees to dispense SNS assets using Town of Cave Creek 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. Town of Cave
Creek 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 Town of Cave
Creek, Town of Cave Creek agrees to arrange sufficient time for the personnel who would be
involved in SNS asset distribution at Town of Cave Creek 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 Town of Cave Creek will be mutually agreed upon.
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1.6 During transfer of custody of SNS assets to Town of Cave Creek at 37622 N. Cave Creek Rd,,
Cave Creek, AZ 85331, Town of Cave Creek will be responsible for offloading and moving the
assets to the storage area Town of Cave Creek 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 Town of Cave
Creek delivery site.
1.7 Town of Cave Creek 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. Town of Cave Creek 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 Town of Cave Creek, 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, Town of Cave Creek 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 Town of Cave Creek, 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 Town of Cave Creek with certificates of self-
insurance evidencing the coverages and limits listed below at the following address:
Adam Stein
Town Marshal
Town of Cave Creek
37622 N. Cave Creek Rd.
Cave Creek, AZ 85331
480-488-6636 (office)
480-251-9060 (cell)
astein@cavecreek.org
480-488-6638 (fax)
MCDPH's insurance must be primary, and any insurance or self-insurance maintained by Town of Cave
Creek shall not contribute to it. If any part of this Agreement is contracted, these insurance requirements
also apply to all contractors.
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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
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:
Town of Cave Creek 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, Town of Cave Creek may submit required coverage under a self-insured
program. At the signing of this Agreement, Town of Cave Creek 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 Town of Cave Creek'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 Town of Cave Creek, or any person employed by Town of Cave
Creek, 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.
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4. Verification Regarding Compliance with Arizona Revised Statutes §§35-391.06 and 35-393.06
Business Relations with Sudan and Iran:
4.1 By entering into the Agreement, Town of Cave Creek certifies it does not have scrutinized business
operations in Sudan or Iran. Town of Cave Creek shall obtain statements from its subcontractors
performing work under this Agreement, if any, certifying compliance with the foregoing and shall
furnish the statements to the Procurement Officer upon request. These warranties shall remain in
effect through the term of the Agreement.
4.2 Maricopa County may request verification of compliance for Town of Cave Creek or subcontractor
performing work under the Agreement. Should Maricopa County suspect or find that Town of
Cave Creek or any of its subcontractors performing work under the Agreement are not in
compliance, Maricopa County may pursue any and all remedies allowed by law, including, but not
limited to: suspension of partnership and termination of the Agreement. All reasonable costs
necessary to verify compliance are the responsibility of Maricopa County.
5. E-verification of employees:
Town of Cave Creek warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
5.1 That Town of Cave Creek 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;
5.2 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;
53 That MCDPH retains the legal right to inspect the papers of Town of Cave Creek or subcontractor
employee who performs work under this Agreement to ensure that Town of Cave Creek or
subcontractor performing work under this Agreement is complying with the warranty provided
under subsection 5.1 above and that Town of Cave Creek agrees to make all papers and
employment records of said employee(s) available during normal working hours in order to
facilitate such an inspection.
6. Nothing herein shall make Town of Cave Creek or any subcontractor an agent or employee of MCDPH.
7. 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.
8. Cancellation. This Agreement is subject to cancellation pursuant to the terms of A.R.S. §38-511.
9. 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:
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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
For Town of Cave Creek:
Adam Stein
Town Marshal
Town of Cave Creek
37622 N. Cave Creek Rd.
Cave Creek, AZ 85331
480-488-6636 (office)
480-251-9060 (cell)
asteingcavecreek.org
480-488-6638 (fax)
10. Use of Name. MCDPH/OPR shall not use the names or trademarks of Town of Cave Creek or of any of
Town of Cave Creek's affiliated entities in any advertising, publicity, endorsement, Or promotion unless
Town of Cave Creek has provided prior written consent for the particular use contemplated. All requests
for approval pursuant to this Section must be submitted to the Town of Cave Creek 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.
ii Amendments. This Agreement may not be amended or modified except in writing signed by both parties
and identified as an amendment to this Agreement.
12, Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.
13. 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.
14. 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.
15. 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.
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16. 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.
17. 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.
18. 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.
19. 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: TOWN OF CAVE CREEK:
MARICOPA COUNTY
DEPARTMENT OF PUBLIC HEALTH
MARICOPA COUNTY BOARD OF SUPERVISORS
By:
Title: Chairman of the Board
Date: Date: 3
ATTEST: .41TE-sf
By:
Clerk of the Board
Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By: Or)r1 ('---e""( A -
Attorney for Maricopa County
Date: Date: "7/0 Z613
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