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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 06/02/2021 ("Effective Date") and Rite Aid hereinafter may be referred to individually as "Party" or collectively as "the Parties." I.RITE AID RESPONSIBILITIES Employer A. Rite Aid will provide immunizations with vaccine to Employer's eligible employees and their dependents ("Services"). The Services will be provided by authorized pharmacists 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 flu clinics in markets which includes a Rite Aid location. For each flu clinic, Employer agrees to pay and Rite Aid shall bill a $60.00 per hour staffmg fee per pharmacist per location that does not provide twenty-five (25) immunizations per hour during clinic hours. B. Rite Aid can provide invoices to Employer by mail. 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, 2022. 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: NOTICE TO EMPLOYER: Rite Aid Hdqtrs. Corp. Attn: Summer Kerley City of Pasco 30 Hunter Lane 525 N 3rd Ave Camp Hill, PA 17011 Pasco WA 99301 VII. GOVERNING LAW 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 Pasc Signaeja� Name/Ti Date RITE AID HDOTRS. CORP. ri Summer Kerley, Vice President, Clinical Services Name/Title: 06/02/2021 Date Delia 0ig"d"Ib Wiiy Delia. bM. Saber M. Dare: 2021A -o1 Saber °,'7231'