HomeMy WebLinkAboutC19-044 Vail Valley PharmacyDocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 1151011/ [Q "T.1\M1 ,1 17ILIM BETWEEN EAGLE COUNTY, COLORADO AND VAIL VALLEY PHARMACY THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on 2/5/2019 by and between Eagle County, Colorado a body corporate and politic acting by and through Eagle County Public Health and Environment ("County") and Vail Valley Pharmacy, ("Contractor"), and made pursuant to the Colorado State Board of Health Rule 6 CCR 1009-5. County and Contractor are collectively referred to herein as the "Parties". WHEREAS, 6 CCR 1009-5 requires local public health agencies subject to Section 25-1-501 et seq., C.R.S. to address procurement, storage, and distribution of at least a three-day supply of an antibiotic as determined by the Colorado Department of Public Health and Environment ("CDPHE"), that is effective against category A bacterial agents and another antibiotic for a small number of employees who may be unable to take the antibiotic of first choice; and WHEREAS, this prophylaxis will be provided to those employees of the County immediately responding to an emergency epidemic. NOW, THEREFORE, in consideration of the rights and obligations contained herein, County and the Contractor agree as follows: L RESPONSIBILITIES A. The Contractor is a licensed facility and employs duly licensed staff to practice in the State of Colorado. B. The Contractor will notify County in the event that they will not be able for any reason to provide the services set forth herein. C. The Contractor will store pharmaceutical supplies of choice by and for the County. The quantity will be determined by County employee needs and provided to the Contractor every year of agreement within thirty (30) days of execution. The current Dosage Calculations are provided in Exhibit A, attached hereto and incorporated herein by reference. DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 D. Said pharmaceutical supply is the property of County. The Contractor will immediately make said pharmaceuticals available to County upon notification of the need for the pharmaceuticals. E. The Contractor may use said pharmaceuticals to ensure best practices against expiration, provided quantity is replenished by the Contractor to original inventory quantity. F. If said pharmaceutical supply cannot be rotated for use before expiration, the Contractor shall notify County, replenish expired inventory, and submit billing information to County for payment. II. INDEMNITY/LIABILITY A. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this MOU, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. B. The Contractor makes no warranties whatsoever hereunder, including any implied warranties of merchantability or fitness for a particular purpose with respect to any products provided hereunder. County agrees to rely solely upon the descriptions and warranties contained on the products sold and provided pursuant hereto and to enforce all such warranties solely against the manufacturer of such products. County acknowledges and agrees that the Contractor is not the manufacturer of any products sold and provided pursuant hereto. III. TERM The Parties agree that this MOU will become effective when both Parties have signed this MOU. The term of this MOU will remain in perpetuity, or until terminated by either of the Parties. The MOU shall be reviewed annually and may be modified or amended upon written agreement of the Parties. DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 IV. COMPENSATION AND PAYMENT A. County shall reimburse the Contractor at the current pharmaceutical supply rate which will be documented and approved. The current pharmaceutical supply rate is set forth in Exhibit B, attached hereto and incorporated herein by reference. B. The Contractor shall submit invoice on forms acceptable to County within sixty (60) days of execution. Failure to submit billing information in a timely manner and correct format shall result in non-payment of invoice. C. The Contractor shall be reimbursed within fourteen (14) days of receipt and approval of the invoices. D. Notwithstanding anything to the contrary contained in this Memorandum of Understanding, County shall have no obligations under this MOU after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). V. INDEPENDENT CONTRACTOR A. Nothing in this MOU shall create any agency or employment relationships between the Parties nor is it intended to create any third party rights or beneficiaries. The Contractor shall have no authority to bind or commit the County to any agreement or other obligations. B. The Contractor shall perform the duties hereunder as an independent contractor and not as an employee of the County. The Contractor affirms that it has or will secure at its own expense all personnel and materials required to perform the services purchased under this MOU, shall exercise complete authority over its personnel and agents, and shall be fully responsible for their actions. C. Neither the Contractor nor its personnel, if any, is entitled to Worker's Compensation benefits or any other benefit of employment with the County. Further, the Contractor is obligated to pay federal and state income tax on any compensation paid pursuant to this MOU. VI. TERMINATION DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 County or the Contractor may terminate this MOU upon thirty (30) days' written notice to the other party, with or without cause and without penalty or liability. VII. NO WAIVER OF GOVERNMENTAL IMMUNITY Nothing in this MOU shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to County and its officials, employees, contractors, or agents, or any other person acting on behalf of the County, and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. VIII. NOTICES AND PAYMENT All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills, payments sent by mail should be address as follows: Vail Valley Pharmacy Vail Valley Pharmacy Eagle County Attention: 105 Edwards Village Blvd Post Office Box 2868 Edwards, CO 81632 Telephone: 970-569-4150 E -Mail: vailvalleypharmacy@gmail.com Eagle County, Colorado Attention: 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8855 E -Mail: diseaseprevention@eaglecoimty.us .us With a copy of notices to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: attygea leg couM.us IX. VENUE, JURISDICTION AND APPLICABLE LAW Any and all claims, disputes or controversies related to this MOU, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This MOU shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 IN WITNESS WHEREOF, the Parties hereto have duly executed this MOU on the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its County Manager DocuSigned by: [-9� S( n(t Je €Uff,4A0 Pity Manager VAIL VALLEY PHARMACY r6DocuSigned by: wfk"('Mb Na-9386OF80004wtney Hambrecht Title: Pharmacy Manager DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 EXHIBIT A Dosage Calculations • Number of Public Health and Environment Employees = 36 o Will get half of the antibiotics in Doxycycline and half in Ciprofloxacin • Doxycycline: 100mg capsules, 2 x a day for 18 people = 108 doses • Ciprofloxacin: 500mg tablets, 2 x day for 18 people = 108 doses DocuSign Envelope ID: D732943B-54CA-487C-A1D3-ACAB71229F64 EXHIBIT B Current Pharmaceutical Supply Rate Doxycycline Monohydrate 100mg capsules $0.75 per unit WJ, Doxycycline Hyclate 100mg capsules $3.31 per unit (depending on market availability) Ciprofloxacin 500mg tablets $0.93 per unit