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HomeMy WebLinkAboutJail - Chambers ApothecaryAgreement Between The County of Franklin And Chambers RX, LLC, t/d/b/a Chambers’ Apothecary 275 Lincoln Way East Chambersburg PA 17201 THIS AGREEMENT is made by and between the County of Franklin, (hereinafter referred to as “County”), a fourth class county organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at the Office of the County Commissioners, 272 N. Second Street, Chambersburg, PA 17201, and Chambers RX, LLC, t/d/b/a Chambers’ Apothecary (hereinafter referred to as “Contractor”), having its principal office at 370 Philadelphia Avenue, Chambersburg PA 17201. WHEREAS, County desires to collaborate with Contractor to provide the Franklin County Case Assisted Re-Entry program (hereinafter referred to as “CARE”) participants with medication (hereinafter referred to as “Services”); and WHEREAS , Contractor has presented an acceptable proposal to County for such services and is desirous of providing Services to County in accordance with the terms and conditions of the proposal and the herein Agreement; and WHEREAS, the Board of Commissioners by majority vote at a regularly scheduled meeting approved Contractor to provide Services. NOW THEREFORE, in consideration of the mutual promises made herein, the parties, intending to be legally bound, hereby agrees as follows: 1. Recitals: The above recitals are incorporated by reference and made part of this Agreement as though set forth fully herein. 2. Term: The term of this Agreement shall commence on January 1, 2027 and end on December 31, 2027 (hereinafter referred to as “Contract Period”). Description/ Scope of Services: Contractor will provide CARE program participants with medications at the designated rates as outlined in the formulary labeled “Exhibit A”, attached and made part hereof as though set forth fully herein (hereinafter referred to as “Services”). Any medication not listed on the formulary will be charged at a rate of twenty percent (20%) over pharmacy cost up to fifty dollars ($50.00) per medication per refill. CARE staff must give written approval for any medication not listed on the formulary. The CARE staff for the County will be recognized by Contractor as the standard point of intake for all funded consumers and through which all consumer recommendation for service, liability determinations, and service authorizations will be processed. 1 3. Termination: This Agreement may be terminated by the County, with thirty (30) days’ notice during the contract period. In addition, the Contractor may terminate this Agreement in writing with sixty (60) days’ notice. 4. Compensation: Contractor will submit services rendered and invoice the County within fifteen (15) days of the end of each month. Services and rates are as shown in Exhibit A and will be reimbursed accordingly, with a total maximum contract encumbrance of four thousand dollars and zero cents ($4,000.00). No payment or reimbursement shall be due from the County beyond the maximum contract encumbrance. This includes reimbursement for any out of pocket expenses due from the patient when the patient has no other funding resources available utilizing Pennsylvania Department of Human Services medical assistance for consumers eligible to receive such benefits. Any change in the total contract amount must be agreed to by written amendment signed by all parties. Any amendment must be approved and signed by the Board of Commissioners at a regularly scheduled meeting. If County objects to any portion of an invoice, County shall so notify Contractor in writing within twenty (20) days of receipt of the disputed invoice. County shall identify the specific cause of the objection and shall pay when due that portion of the invoice that is not in dispute. Interest shall be paid by County at the rate of one percent (1%) per annum on all disputed invoices resolved in Contractor’s favor and unpaid for more than forty-five (45) days after the date on the notice of the dispute. Invoices should be directed to Heather Franzoni at hafranzoni@franklincountypa.gov The following items shall be included on Invoices: 1. Payee 2. Invoice date 3. Invoice number 4. Description of service provided 5. Unit Price of each product/service 6. Total amount for each product/service 7. Total amount of Invoice 5. Relationship of Parties: Contractor is an independent contractor and nothing in this agreement shall be interpreted as creating an employer employee relationship. 6. Conflict of Interest: Contractor shall not engage in any activities that could cause conflict of interest or the appearance thereof. 7. Authority to Contract: Contractor covenants, represents and warrants that Contractor's form of organization validly exists in good standing under the laws of the Commonwealth of Pennsylvania. 8. Licenses and Certifications: Contractor will maintain all appropriate licenses and certifications, which may be necessary to perform its duties under this Agreement. Contractor agrees to provide a copy of any such licenses and certifications upon request. 2 9. Insurance: Prior to and during the performance of any services covered by this Agreement, Contractor will maintain necessary insurance to include the following: Commercial General Liability Insurance-one million dollars and zero cents ($1,000,000.00)/occurrence, one million dollars and zero cents ($1,000,000.00)/aggregate and Workers' Compensation Insurance, Pennsylvania Statutory Coverage & Employers Liability at minimum limits, and Professional Liability Insurance-one million dollars and zero cents ($1,000,000.00)/occurrence, one million dollars and zero cents ($1,000,000.00)/aggregate. Evidence of insurance coverage shall be provided in the form of a Certificate of Insurance naming Franklin County as the Certificate Holder and providing thirty (30) days’ notice of cancellation or non-renewal. 10. Indemnification: Contractor and its subcontractors shall release, hold harmless, and indemnify County, its officers, elected officials, agents, representatives, and employees acting within the scope of their official duties from and against any and all damages, costs, and expenses (including reasonable attorneys’ fees) to the extent caused by the negligent acts, errors, and/or omissions of Contractor, its employees, consultants, agents, servants, and/or anyone acting under Contractor’s control and/or Contractor’s direction, in the performance of the requirements of this Agreement. Contractor shall defend any lawsuit commenced against County and shall pay any judgments and costs connected with such proceeding which are based upon the negligent acts, errors and/or omissions of Contractor, its employees, consultants, agents, servants, and/or anyone acting under Contractor’s control or direction. 11. Confidentiality: Contractor shall keep confidential any information produced or obtained by it in the course of its performance under this agreement that would identify any consumer receiving services, except as allowable pursuant to a signed authorization by the consumer or pursuant to the terms of a fully executed business associate agreement or as permitted or required by applicable law or court order. As covered entities under the Health Insurance Portability and Accountability Act (HIPAA), the parties acknowledge their responsibility by law to apply reasonable standards to protect personal health information through privacy and security. The parties also understand the HIPAA regulations as they relate to sharing protected information. Parties agree more stringent federal, state, or local standards apply where applicable. Nothing contained herein shall limit, modify, abrogate, or restrict Contractor’s duties of confidentiality under applicable federal, state and/or local law. 12. Severability: All agreements, provisions and covenants contained in this agreement are severable, and in the event any of them are held to be invalid by and competent court, this Agreement will be interpreted as if the invalid agreements, provisions or covenants were not contained in this agreement. 13. Suspension or Debarment: Contractor represents warrants and certifies that neither contractor nor any of its principals are currently under suspension or debarment, or proposed for suspension or debarment, by any state or by the Federal Government. If Contractor is subsequently suspended, debarred, proposed for suspension or debarment, or enters into a subcontract under this Agreement with any subcontractor who are currently, or who subsequently become, suspended, debarred or proposed for suspension or 3 debarment, Contractor shall provide prompt written notice thereof to County, and County shall have the right to either (i) require Contractor to terminate such subcontracts, or (ii) terminate this Agreement. 14. Contractor/Subrecipient Determination: According to OMB Uniform Guidance, this agreement is a “Contract” and Contractor is a “Contractor.” Contractor acknowledges that payments for services under this agreement are federal grant funds and Contractor shall be bound by the PCCD Standard Subgrant Conditions provided by County simultaneously with the execution of this Agreement. By signing below, Contractor agrees that they have received the herein referenced Subgrant Conditions. If Contractor is contributing toward the general contract cost, Contractor certifies that the Federal funds to be used under this agreement do not replace or supplant in any way state, local, or private funds used for already existing services. 15. Applicable Law/Venue: This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, and in the event of dispute the venue of any action brought hereunder shall be in the Court of Common Pleas for the Thirty-Ninth Judicial District of Pennsylvania-Franklin County Branch. 16. Assignment: This Agreement, including without limitation any rights under or interest in this Agreement shall not be assigned by either party without the express written consent of the other party hereto. The provisions of this Section shall survive the completion or termination of this Agreement for any reason and shall remain enforceable between the parties. 17. Audit of Contractor Records: At any time during the term of this Agreement, within fifteen (15) days of a written request from County, Contractor agrees to make available to the County for audit and inspection such accounting and records maintained by consultant in relation to the performance of Services under this Agreement. Receipts, proof of payment and backup documentation shall be kept by Contractor for audit reasons for at least 7 years after the close of the grant. 18. Entire Agreement: This Agreement contains the entire Agreement between the parties and no other agreement, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties. This Agreement cannot be modified, except by a written document signed by the parties hereto. See signatures on next page. 4 IN WITNESS WHEREOF, the parties here to have caused this Agreement to be executed by their authorized officers. APPROVED BY COUNTY OF FRANKLIN on __________________________________________, 2026. ATTEST: CHAMBERS RX, LLC, t/d/b/a CHAMBERS’ APOTHECARY ___________________________________________ ____________________________________________(SEAL) Witness: Ashleigh Crum- Reg. Pharm Tech BY: Sean Eberly TITLE: Pharmacy Manager ATTEST: COUNTY OF FRANKLIN ___________________________________________ ____________________________________________(SEAL) Carrie Gray Dean Horst Chief Clerk/ County Administrator Chairman, Board of Commissioners ____________________________________________ John T. Flannery, Commissioner ____________________________________________ Robert G. Ziobrowski, Commissioner 5 EXHIBIT A: 6