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Rite-Aid Hdqtrs. Corp. A2017-162A2017-162 INFLUENZA VACCINE ADMINISTRATION PROGRAM AGREEMENT This agreement ("Agreement") is entered into by and between CITY OF CHINO HILLS (EMPLOYER). and Rite Aid Hdqtrs. Corp. (RITE AID), which hereinafter may be referred to individually as "PARTY" or collectively as "the PARTIES", to be effective from June 14, 2017. I. RITE AID RESPONSIBILITIES A. RITE AID will provide immunizations with influenza vaccine ("flu shot") to eligible members of the EMPLOYER ("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 current guidelines from the Advisory Committee on Immunization Practices (ACIP) of the U.S. Centers, for Disease Control & Prevention (CDC), the FDA, or other competent authorities, as applicable. B. In providing the Services, RITE AID agrees to comply with all applicable State and Federal law including all applicable Medicare laws, regulations and Center for Medicare and Medicaid Services (CMS) instructions. II. EMPLOYER RESPONSIBILITIES A. EMPLOYER agrees to pay RITE AID for the Services that it renders to members in accordance with Section III below. I1I. BILLING AND COMPENSATION A. EMPLOYER agrees to pay and RITE AID shall bill [twenty-two dollars and zero cents ($22.00)] for each trivalent flu shot and shall bill [twenty-eight dollars and zero cents ($28.00)] for each quadrivalent flu shot provided to an eligible member of the EMPLOYER unless covered by insurance. This billed amount shall include the costs associated with the flu shot and the administration fee. RITE AID can provide billing to the EMPLOYER either by mail or electronically. EMPLOYER will be responsible for paying RITE AID for all claims within thirty (30) days of receipt of the claim by the EMPLOYER. IV. TERM AND TERMINATION This Agreement will terminate on April 30, 2018. This Agreement may be terminated earlier upon: (i) sixty (60) business days advanced written notice from either PARTY; (ii) thirty (30) business days written notice upon default or breach by either PARTY of any provision of this Agreement which is not cured within the thirty (30) business day time period by the other 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. V. LIABILITY AND INDEMNITY A. 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. B. Both PARTIES agree to indemnify, hold harmless and defend the other, its parent, subsidiary or affiliates from any liability, loss, damage, claim or expense of any kind, including costs and attorney's fees, which results from the negligence or willful act or omission of the indemnifying 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 30 Hunter Lane Camp Hill, PA 17011 VII. GOVERNING LAW NOTICE TO PLAN: CITY OF CHINO HILLS 14000 City Center Dr. Chino Hills, CA 91709 This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. Any disputes between the parties shall be exclusively venued in the Court of Common Pleas for Cumberland County, Pennsylvania. IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed as of the date set forth herein by their duly authorized officers. CIT F CHINO HILLS Signature Name/Tit e June 14, 2017 Date RITE AID Signature Clinical Director June 14, 2017 Date