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Walgreen Co./Flu Immunizations 158/27/2015 ........ Walgreens Logo ;,Immunization Program Walgreens Community Off -Site Agreement Walgreens Community Outreach Spanish Version I Print Contract TWalgreens COMMUNITY OFF-SITE CLINIC AGREEMENT This COMMUNITY OFF-SITE CLINIC AGREEMENT ("Agreement") by and between the party indicated below ("Client"), and Walgreen Co., on behalf of itself and all of its subsidiaries and affiliates ("Walgreens") is made and entered into on the date last signed by an authorized representative of both the Client and Walgreens (the "Effective Date"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Walgreens, by their signatures below, hereby agree that (i) Walgreens will provide the Immunizations Immunizations listed below, consisting.of dispensing and administering of a certain vaccine or vaccines to participants ("Participants") at mutually agreed upon dates and times at the Client's facility(ies) listed below ("Covered Services"); and (ii) it will comply with the terms and conditions of this Agreement, as shown on the following pages. Immunization Payment Method Price Influenza- Standard/PF Injectable Submit Claims to Medical Insurance N/A (trivalent) *Price includes vaccine and administration. Client Facility Location(s)*: CLINIC LOCATION A Estimated Shots per Immunization Influenza - Standard/PF Injectable (trivalent) t (Submit Claims to Medical Insurance) Local Contact Name Local Contact Phone Local Contact Email cdoran@la- Caroline Doran 760-564-0096 quinta.org Addressl Address2 City State Zip 78450 Avenida La Quinta CA 92253 La Fonda Clinic Date Start Time End Time 11/16/2015 10:00am 12:00am IN WITNESS WHEREOF, Client and Walgreens have electronically executed this Agreement, as of the Effective Date. CLIENT:dye \\� o La Qumta .GA WALGREEN CO. NAME: usan Maysels NAME: John Henein Carefully review the Community Off -Site Agreement. Ifyou agree to the conditions ofthe contract, please check "Approve" below and type your name into the Electronic Signature field. If there are any discrepancies in the Agreement, reject the Agreement and provide corrections in the notes field. � ; Approve Electronic Signature Susan -Maysels x Reject Send email'. file:///C:/Users/SMaysels/AppData/Local/Microsoft Windows/Temporary%201nternet%20Files/Content.Outlook/WXIA11UPM/algreens%20Co%201HH%20agr... 1/4 8/27/2015 Walgreens Community Outreach TITLE: City Clerk TITLE: Store Manager DATE: Send Legal Notices To Client At: Attention to: Py'Clerk Addressl: 8495 Calle:Tam0ico. Address2:.. City:La Quinta State: , CA i Zip Code: 92253 DATE: 07/29/2015 DISTRICT NUMBER: 264 Send Legal Notices To Walgreens At: Healthcare Innovations Group 200 Wilmot Rd MS2222 Deerfield, IL 60015 Attn: Health Law— Divisional Vice President cc: clinicalcontracts@walgreens.com WALGREENS COMMUNITY OFF-SITE CLINIC AGREEMENT TERMS AND CONDITIONS I. Walgreens' Responsibilities Covered Services. Subject to the limitations or restrictions imposed by federal and state contracts, laws, and regulations, and the availability of the appropriate Immunization, Walgreens will provide the Covered Services to Participants. With respect to such Covered Services, the parties will comply with the procedures set forth herein. Provision of Health Care Professionals. Walgreens will provide Client with the appropriate number of qualified health care professionals and technicians to provide Covered Services. Professional Judgment. Walgreens may withhold Covered Services to a Participant for good cause, including but not necessarily limited to, the Participant's failure to pay for Covered Services rendered; requests by Participant for services inconsistent with the legal and regulatory requirements; or where, in the professional judgment of the health care professional, the services should not be rendered. II. Client's Responsibilities Coordination. Client will provide Participants with notice of the time and location in which Covered Services will be provided and provide a private, clean room location, tables and chairs for Walgreens' personnel and Participants. If applicable, Client will provide Participants with Walgreens - approved vouchers which Participants may redeem at a participating Walgreens store location. Access. Client hereby grants to Walgreens, and to no other person or entity, access to its designated room or areas for the provision of Covered Services for the time and date(s) mutually agreed upon by the parties, in VI. Insurance Insurance. Each party will self -insure or maintain at its sole expense, and in amounts consistent with industry standards, Commercial General Liability Insurance and such other insurance as may be necessary to insure each respective party, its employees, and agents against any claim or claims for damages arising out of or in connection with its duties and obligations under this Agreement. Walgreens certifies it will maintain adequate Professional Liability Insurance during the term of this Agreement. Walgreens will automatically name Client as Additional Insured under its Commercial General Liability policy, as per the terms of Walgreens' insurance policy. Evidence of such insurance can be obtained by downloading the Walgreens Memorandum of Liability Insurance and Memorandum of Professional Liability Insurance and other relevant information regarding Walgreens' insurance program at httl2://www.walgieeiis.com/topic/about insurancehn anagement ,isp. VII. General Terms Confidentiality of PHI. Both parties warrant that they will maintain and protect the confidentiality of all individually identifiable health information specifically relating to Participants ("Protected Health Information" or "PHI") in accordance with the Health Insurance Portability and Accountability Act of 1996 and all applicable federal and state laws and regulations. However, nothing herein will limit either party's use of any aggregated Participant information that does not contain PHI. This section will survive the termination of this Agreement. Advertising. Neither party may file:///C:/Users/SM aysels/AppData/Local/M icrosoftMlindowslTemporary%201nternet%20Files/Content.OutlookNVXIAI I U PNValgreens%20Co%201H H %20agr... 214 8/27/2015 accordance with the provisions of this Agreement. III. Payment Payment. For the provision of Covered Services, Walgreens shall be reimbursed by Client or, to the extent agreed upon by the parties, by Participants, as set forth below. As used in this Agreement, "Usual and Customary Charge" shall refer to the amount charged to a cash customer for an immunization by the administering pharmacy at the time of administration, exclusive of sales tax or other amounts claimed. Payment by Client. For those Covered Services reimbursed by Client, if any, Walgreens shall invoice Client monthly for such Covered Services at the lesser of the prices stated herein or the Usual and Customary Charge. Payments made by Client are due within thirty (30) days from receipt of the monthly invoice and must be sent to the remittance address stated on the invoice. The invoice will contain the following data elements, and no further information will be provided: Group ID, store number, prescription number, patient name, recipient number, physician name, cost, service fee, copayment amount, sales tax, total charge, date of service, and drug name/NDC. Payment by Participant. For those Covered Services for which Walgreens will be reimbursed by Participant, if any, Walgreens will request from Participant evidence of coverage under third -party insurance or a government funded program (e.g., Medicare) prior to the provision of Covered Services. If such evidence is presented by the Participant and Walgreens is contracted with the third -party insurance or government funded program, Walgreens will submit the claim for that Participant and any copayment, coinsurance, deductible owed by the Participant will be billed at a later date. If such evidence is not provided at the time of service, Participant shall be responsible to compensate Walgreens at the lesser of the prices stated herein or the Usual and Customary Charge. IV. Term and Termination. Term and Termination This Agreement will commence as of the Effective Date and will continue for one year. Either party may terminate this Agreement upon prior written notice to the other party. Effect of Termination. Termination Walgreens Community Outreach advertise or use any trademarks, service marks, or symbols of the other party without first receiving the written consent of the party owning the mark and/or symbol with the following exceptions: Client may use the name and the addresses of Walgreens' locations in materials to inform Participants and the general public that Walgreens provides Covered Services. Any other reference .to Walgreens in any Client materials must be pre - approved, in writing, by Walgreens. Force Majeure. The performance by either party hereunder will be excused to the extent of circumstances beyond such party's reasonable control, such as flood, tornado, earthquake, or other natural disaster, epidemic, war, material destruction of facilities, fire, acts of terrorism, acts of God, etc. In such event, the parties will use their best efforts to resume performance as soon as reasonably possible under the circumstances giving rise to the party's failure to perform. Compliance. The parties will comply with all applicable laws, rules, and regulations for each jurisdiction in which Covered Services are provided under this Agreement. Each party will cooperate with reasonable requests by the other party for information that is needed for its compliance with applicable laws, rules, and/or regulations. Notices, All notices provided for herein must be in writing sent by U.S. certified mail, return receipt requested, postage prepaid, or by overnight delivery service providing proof of receipt to the address set forth following the signature blocks. Notices will be deemed delivered upon receipt or upon refusal to accept delivery. Entire Agreement. This Agreement, which includes any and all attachments, exhibits, riders, and other documents referenced herein, constitutes the entire and full agreement between the parties relating to the subject matter herein and 'supersedes any previous contract and no changes, amendments, or alterations will be effective unless reduced to a writing signed by a representative of each party. Any prior agreements, documents, understandings, or representations relating to the subject matter of this Agreement not expressly set forth herein or referred to or incorporated herein by reference are of no force or effect. file:///C:/Users/SM aysels/AppData/Local/M icrosoft/Wirxiows/Tem porary%201nternet%20Files/Content.OutlookM/XIA11 U P/Walgreens%20Co%201H H %20agr... 314 8/27/2015 Walgreens Community Outreach will have no effect upon the rights or obligations of the parties arising out of any transactions occurring prior to the effective date of such termination. V. Indemnification Indemnification. To the extent permitted by law, each party will indemnify, defend, and hold harmless the other party, including its employees and agents, from and against any and all third -party claims or liabilities arising from the negligence or wrongful act of the indemnifying party, its employees, or agents in carrying out its duties and obligations under the terms of this Agreement. This section will survive the termination of this Agreement. 02015 Walgreen Co. All rights reserved. file:///C:/Users/SM aysels/AppData/Local/M icrosofVWindows/Tem porary%201nternet%20Files/Content.Oullook/WXIA11 U P/Walgreens%20Co%201H H %20agr... 4/4 MEMORANDUM'OF PROPERTY INSURANCE ,` Current as of: �.,.. �;. June 252015 PRODUCER This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum MARSH USA INC other than those provide for in the policy. This Memorandum does not amend; extend 540 WEST MADISON or alter the coverage described below. This Memorandum may only be copied, printed CHICAGO, ILLINOIS 60661 UNITED STATES OF AMERICA and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or distribution of this Memorandum without prior written consent is prohibited. INSURED ,COMPANY, AFFORDING COVERAGE " ZURICH AMERICAN INSURANCE COMPANY WALGREEN CO. AND SUBSIDIARIES 300 WILMOT RD., MS #3108 1400 AMERICAN LANE DEERFIELD, ILLINOIS 60015-5223 SCHAUMBURG, ILLINOIS 60196 UNITED STATES OF AMERICA NAIC #: 16535 PROPERTY"INFORMATION; <Locatioi! Descri tion All Walgreens Owned and Leased/Contracted locations, including but not limited to, Buildings, Distribution Centers, Office Buildings, and Individual Store and Clinic Locations. COVERAGE INFORMATION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGES / PERILS / FORMS POLICY POLICY AMOUNT OF DEDUCTIBLE / NUMBER PERIOD INSURANCE RETENTION "All Risks" of direct physical loss or damage to real or personal property on a 100% replacement cost basis (unless otherwise stated in the Lease/Contract) subject to policy terms, conditions, and ERP-9260941-08 7/1/2015 Per the $ 100,000 exclusions. Coverage includes, but may not be limited to Fire and Extended Perils such as to Lease/Contract Accidental Water Damage/Sprinkler Leakage, Accounts Receivable, Avalanche, Boiler & 7/1/2016 Machinery/Equipment Breakdown, Business Interruption, Collapse, Debris Removal, Demolition/Increased Cost of Construction, Earthquake, Explosion, Extra Expense, Falling Objects, Flood, Government Action, Hail, Landslide/Mud Flow, Law & Ordinance, Lightning, Loss of Rent (if required in Lease/Contract), Mold, Named Storm/Hurricane%Typhoon, Broken Glass, Property in Transit, Loss of Rent/Rental Insurance (if required in Lease/Contract), Riot or Civil Commotion, Service Interruption, Sinkhole Collapse, Smoke, Subsidence, Terrorism, Tidal Action/Tsunami, Valuable Papers & Records, Vandalism, Volcanic Action, Weight Of Ice/Sleet/Snow, Wildfire, Wind, and Windstorm/Tomado. REMARKS " Includin "-S ecialConditions Any entity required to be named as Loss Payee/Mortgagee or Additional Insured is automatically covered per the terms of a written lease, contract, or other form of signed agreement. Waiver of Subrogation is included if required by the written agreement ADDITIONAL INFORMATION ., The Memorandum of Insurance 64es:soleiy to list insurance policies, Iiinits and dates;of coverage Any modifications hereto`are notauthorixed. r The Pharmacy America Trusts • Since 1901' DATE: July 1, 2012 and continuous until cancelled FROM: Walgreens, its Affiliates, and Subsidiaries TO: To Whom It May Concern RE: PROFESSIONAL LIABILITY SELF-INSURANCE This letter is being provided in lieu of a certificate of insurance. Walgreens and its subsidiaries maintains a comprehensive program of commercial insurance above significant self-insured retentions. Many of our signed contracts, leases, and/or other agreements allow us the option to meet our professional liability insurance requirements by self-insuring rather than purchasing insurance in the commercial insurance market. This allows us to invest our premium dollars, enhancing shareholder value, while maintaining the ability to respond to our financial obligations on our own rather than through an insurance company. Our obligations to the business partners with whom we have contracted remain unchanged as if insurance is in place.' Walgreens' Vendors, Clients, Customers, Owners, Landlords, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party who requires it, per the terms of a signed contract, lease, and/or agreement, are treated as Additional Insureds and when applicable, Loss Payee, as their interests may apply. A Waiver of Subrogation also applies, where applicable. Walgreens will not issue individualized evidence of insurance. The information posted on our website meets our obligations to provide insurance information under the terms of our contracts. PLEASE NOTE THAT THE TERMS OF OUR SIGNED CONTRACTS DETERMINE OUR FINANCIAL OBLIGATIONS TO COUNTERPARTIES WHETHER INSURANCE IS IN FORCE OR NOT. Please forward this letter to any party that may require the information_ as part of a signed contract, lease, and/or agreement with Walgreens. Sincerely, Walgreens Insurance & Risk Management Department The Pharmacy America Trusts . Sime 1941' DATE: July 1, 2012 and continuous until cancelled FROM: Walgreens, its Affiliates, and Subsidiaries TO: To Whom It May Concern RE: PROPERTY SELF-INSURANCE This letter is being provided in lieu bf a certificate of insurance. Walgreens and its subsidiaries maintains a comprehensive program of commercial insurance above significant self-insured retentions. Many of our signed contracts, leases, and/or other agreements allow us the option to meet our property insurance requirements by self-insuring rather than purchasing insurance in the commercial insurance market. This allows us to invest our premium dollars, enhancing shareholder value, while maintaining the ability to respond to our financial obligations on our own rather than through an insurance company. Our obligations to the business partners with whom we have contracted remain unchanged as if insurance is in place. Walgreens' Vendors, Clients, Customers, Owners; Landlords, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party who requires it, per the terms of a signed contract, lease, and/or agreement, are treated as Additional Insureds and when applicable, Loss Payee, as their interests may apply. A Waiver of Subrogation also applies, where applicable. Walgreens will not issue individualized evidence of insurance. The information posted on our website meets our obligations to provide insurance information under the terms of our contracts. PLEASE NOTE THAT THE TERMS OF OUR SIGNED CONTRACTS DETERMINE OUR FINANCIAL OBLIGATIONS TO COUNTERPARTIES WHETHER INSURANCE IS IN FORCE OR NOT. Please forward this letter to any party that may require the information as part of a signed contract, lease, and/or agreement with Walgreens. Sincerely, Walgreens Insurance & Risk Management Department