HomeMy WebLinkAboutRite Aid - Vaccine Administration Program AgreementVACCINE ADMINISTRATION PROGRAM AGREEMENT
This agreement ("Agreement") is entered into by and between City of Pasco ("Employer") and Rite Aid Hdqtrs.
Corp. ("Rite Aid") and effective as of 4/19/2023 ("Effective Date"). Employer and Rite Aid hereinafter may be
referred to individually as "Party" or collectively as "the Parties."
I. RITE AID RESPONSIBILITIES
A. Rite Aid will provide immunizations to Employer's eligible employees and their dependents ("Services"). The
Services will be provided by authorized immunizers who have been certified under the Rite Aid Immunization
Program, and in accordance with indications and contraindications recommended in applicable current guidelines
from the Advisory Committee on Immunization Practices ("ACIP") of the U.S. Centers for Disease Control &
Prevention ("CDC"), the Food & Drug Administration ("FDA"), a n d / or other competent authorities, as applicable.
B. In providing the Services, Rite Aid agrees to comply with all applicable state and federal laws, including all
applicable Medicare laws, regulations and Center for Medicare and Medicaid Services ("CMS") instructions.
II. EMPLOYER RESPONSIBILITIES
Employer agrees to pay Rite Aid for the Services that it renders to Employer's employees and their dependents in
accordance with Section III below.
III. BILLING AND COMPENSATION
A. Rite Aid will support immunization clinics in markets which includes a Rite Aid location. Each offsite clinic must
have a commitment of 25 vaccines per hour. Employer agrees to pay, and Rite Aid shall bill a $100.00 per hour per
pharmacist per location that does not provide the twenty (25) immunization commitment per hour during clinic hours.
B. Rite Aid will provide invoices to Employer by email. Employer will be responsible for paying Rite Aid for all Services
within thirty (30) days of receipt of the invoice by the Employer from Rite Aid.
IV.TERM AND TERMINATION
This Agreement will terminate on March 31, 2024. This Agreement may be terminated earlier upon: (i) sixty (60)
days' advance written notice from either Party to the other Party; (ii) thirty (30) days' advance written notice by the non -
breaching party upon default or breach of any provision of this Agreement which is not cured within such thirty (30)
day period by the breaching party; or (iii) insolvency or the filing of any bankruptcy proceedings by or on behalf
of either Party, or an assignment for the benefit of creditors or the appointment of a receiver, effective immediately.
V. LIABILITY AND INDEMNITY
A. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF
REVENUE, PROFITS, OR GOODWILL) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR
NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR A
PARTY'S LIABILITY FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL A PARTY'S LIABILITY
TO THE OTHER PARTY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT,
EXCEED THE ACTUAL AMOUNT PAYABLE TO RITE AID BY EMPLOYER IN THE 12 MONTHS
PRECEDING THE CAUSE OF ACTION UNDER THIS AGREEMENT. NEITHER EMPLOYER NOR RITE AID,
NOR ANY OF THEIR AGENTS, OFFICERS, OR EMPLOYEES, SHALL BE LIABLE TO ANY THIRD PARTY
FOR ANY ACT OR OMISSION OF THE OTHER PARTY. EACH PARTY ACKNOWLEDGES THAT THIS
AGREEMENT IS NOT INTENDED TO CREATE ANY THIRD PARTY BENEFICIARIES.
B. Each Party agrees to indemnify, hold harmless and defend the other Party, its parent, subsidiary or affiliates from
any liability, loss, damage, claim or expense, including costs and attorney's fees, arising from a third party claim in
connection with the negligence or willful misconduct of the other Party or its agents or employees.
C. Rite Aid represents to Employer that it has industry standard professional liability insurance covering the Services
under this Agreement.
VI. NOTICES
All notices relating to this Agreement shall be in writing; postage prepaid, and shall be sent by certified mail return receipt
requested, to one of the addresses below.
NOTICE TO RITE AID:
Rite Aid Hdqtrs. Corp.
Attn: Summer Kerley
200 Newberry Commons
Etters, PA 17319
VII. GOVERNING LAW
NOTICE TO EMPLOYER:
City of Pasco
Attn: Adriana Zuniga
525 N 3rd Ave
Pasco, Washington 99301
This Agreement shall be construed and enforced in accordance with the laws of the state where the Services are
provided hereunder. Any disputes between the Parties shall be exclusively venued in the federal courts located in
the state where the Services are provided hereunder and both Parties waive any claim of forum non conveniens with
regard to that venue.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date set
forth herein by their duly authorized officers.
City of Pasco RITE AID HDQTRS CORP,
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l� ,%Ct4{ ummer Kerley, VP, Clinical & Market Access Solution
Name itle j j j Name/Title
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Date
4/ 19/2023
Date
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