HomeMy WebLinkAboutCAG2020-382 - Original - Omnicare of Seattle - Inmate Healthcare Services - 12/25/2020ApprovalOriginator:Department:
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rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
Diane McCuistion
4
4
10002500.63150.3510
4 N/A
Omnicare of Seattle Other
2412582 Other
Inmate Healthcare Services
Pharmaceuticals for inmate being housed at the City of Kent Jail.
$ 88,000.00 Other
12/14/2021
4
4
12/17/2020 12/18/2020
12/08/2020
12/15/2020
Police
DLM
DLM
DLM
12/17/20
In preparation for on boarding this vendor I am requesting the signature
process be expedited as much as possible. Thank you for your help!
Okay to Sign - BH 12/17/2020
CAG2020-382
Contract
Original
PHARMACY PRODUCTS AND SERVICES AGREEMENT
Parties: Community: City of Kent doing business as The City of Kent Corrections Facility
1230 Central Avenue South, Kent, WA 98032
Pharmacy: Evergreen Pharmaceutical, LLC doing business as Omnicare of Seattle
12674 Gateway Drive South, Tukwila, WA 98168
Commencement Date: December 1, 2020
Initial Term: December 15, 2020 through December 14, 2021
Subject to and in accordance with Applicable Law, during the term of this Agreement, commencing on the Commencement
Date and continuing through the Initial Term, as may be renewed hereunder, Community and Pharmacy hereby agree as
follows:
1.RESPONSIBILITIES OF PHARMACY
1.1 Commencement Date and Delivery Date: From the Commencement Date through December 1, 2020 (the
“Delivery Date”), Pharmacy may undertake preparatory servicing activities which may be necessary for Pharmacy
to provide Pharmacy Products and Services as of the Delivery Date or as otherwise may be requested by
Community prior to the Delivery Date. Such preparatory servicing activities may include, but are not limited to,
preparing cycle fill dispenses for delivery on or about the Delivery Date, profiling residents in Pharmacy’s
dispensing system and providing fills and deliveries of medications requested by Community prior to the Delivery
Date.
1.2 General: Pharmacy shall provide Pharmacy Products and Services to Community and its residents and as are set
forth on Exhibit A.
1.3 Emergency Drug Services: Pharmacy shall provide any Pharmacy Product needed on an emergency basis as
promptly as is reasonably practicable, but at least within twelve (12) hours of notice. If permitted by applicable law
and requested by Community, Pharmacy shall provide, maintain and replenish, in a prompt and timely manner, but
at least within twelve (12) hours of notice, an emergency drug supply (“E-Kit”). E-Kits shall be the property of
Pharmacy. All withdrawals from E-Kits by Community personnel shall be pursuant to a valid physician order and
shall be billed in accordance with Section 3.
1.4 Equipment: Pharmacy shall furnish, at its expense, equipment which Pharmacy determines is necessary and/or
beneficial for its provision of Pharmacy Products and Services under this Agreement. Such equipment may
include, but may not be limited to, a reasonable number of standard medication carts and facsimile machines. All
equipment so provided shall remain the property of Pharmacy. Community shall use any equipment furnished by
Pharmacy only for Pharmacy-related business. Pharmacy will not provide any ancillary supplies relating to
equipment (e.g., paper, ink, toner cartridges, etc.) unless Community pays Pharmacy for the fair market value of
such supplies.
1.5 Dispensing: Medications will be provided in such fills as are determined by Pharmacy to be appropriate, unless
Pharmacy and Community otherwise mutually agree. Any returns of medications and related credits, if any, shall
be governed by Applicable Law and the Pharmacy’s policies and procedures.
1.6 Consultant Services: When agreed to by Pharmacy and Community, Pharmacy shall provide the following
services (“Consultant Services”): (a) on-site or off-site review of resident’s medication regimen by consultant
pharmacist, registered nurse, licensed practical nurses, or Pharmacy technician (b) consultation regarding the
disposal of medications, and/or (c) any other service to be performed on-site by consultant pharmacist, registered
nurse, licensed practical nurses, or Pharmacy technician at the request of Community.
2.RESPONSIBILITIES OF COMMUNITY: Community shall: (a) implement Pharmacy’s policies and procedures;
(b) make available to Pharmacy adequate working and storage space to allow Pharmacy to perform its obligations under this
Agreement; (c) give Pharmacy access to all reasonably required resident records; (d) promptly notify Pharmacy of any
changes in resident medication upon receipt of physicians’ orders; (e) promptly notify Pharmacy of any room transfer or the
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discharge of any resident; (f) provide Pharmacy with updated census information on a daily basis for each day during which
there is a change in census information; and (g) provide such information and assistance to Pharmacy as Pharmacy may
reasonably request to aid Pharmacy in its efforts to obtain all resident acknowledgements, billing data and consents which are
necessary for Pharmacy to timely and accurately perform billing services.
3. COMPENSATION, BILLING, COLLECTION AND PAYMENT TERMS
3.1 Compensation:
(a) Community-Pay Products and Services and House Stock Fees. If applicable, Community shall
compensate Pharmacy for the Community-Pay Products and Services and House Stock at the rates specified
in Schedule 3.1. In no event shall Pharmacy be obligated to provide Pharmacy Products and Services for
which a payer has not been identified, or if Pharmacy reasonably believes that the identified payer would be
unable or unwilling to pay for such products and services. In the event the Pharmacy determines that the
rates and pricing terms for Community-Pay Products and Services are less than Pharmacy’s actual cost of
providing such products and services and/or the fair market value of such products and services, Pharmacy
may adjust the rates and pricing terms as specified in a written notice from Pharmacy to Community.
(b) Consultant Services Fees (if requested by Community). If requested by Community, Community shall
pay Pharmacy the Consultant Services Fees set forth on Schedule 3.1. All Consultant Services Fees shall
be subject to annual adjustment as specified in a written notice from Pharmacy to Community in the event
that Pharmacy’s actual cost of providing Consultant Services hereunder and/or the fair market value of any
such Consultant Services exceeds such fee.
3.2 Billing and Collection: Pharmacy shall bill and collect from private pay residents and third party payers, as
appropriate, for Pharmacy Products and Services provided to private pay residents or to be reimbursed by third
party payers, respectively. As applicable, Pharmacy shall bill Community monthly for Community-Pay Products
and Services, Consultant Services, and House Stock, and other fees for which Community is responsible under this
Agreement.
3.3 Payment Terms: Pharmacy shall submit a monthly invoice to Community by the tenth (10th) day of the month,
for, as applicable, Community-Pay Products and Services, Consultant Services, House Stock, and other fees for
which Community is responsible under this Agreement, which were provided during, or relate to, the prior month.
Community shall remit payment in full within thirty (30) days of the date of such invoice. All payments by
Community under this Agreement shall be made by check, wire transfer or electronic funds transfer. Payment by
credit card will not be accepted. If any charges are not paid by Community when due, Pharmacy may assess
interest on the unpaid amount at the rate of one and five-tenths percent (1.5%) per month or, if less, the maximum
rate allowed by Applicable Law.
3.4 Payment Disputes: Community shall notify Pharmacy of any amounts in dispute within thirty (30) days of the
date of an invoice. Notwithstanding the foregoing, Community shall pay all charges on the applicable invoice in
accordance with the payment terms specified in Section 3.3.
4. TERM AND TERMINATION
4.1 Duration: The term of this Agreement shall commence as of the Commencement Date, and shall continue through
the expiration of the Initial Term, unless sooner terminated as herein provided. Upon the expiration of the Initial
Term (and each renewal term), the term of this Agreement shall automatically be renewed for an additional term of
three (3) years unless either party shall have given written notice of non-renewal to the other party not less than
forty-five (45) days prior to the expiration of the Initial Term or any renewal term then in effect, as applicable.
4.2 Default and Termination:
(a) In the event that Community fails to pay any invoice as provided in Section 3, Pharmacy, at its option with
ten (10) days advance written notice to Community, shall have the right to require Community to pay on a
cash in advance basis for all Pharmacy Products and Services provided to Community at its expense until all
of Pharmacy’s invoices to Community are current according to their respective terms. In the event that
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Community fails to pay any invoice within ten (10) days after the due date, Pharmacy, at its option with
three (3) days advance written notice to Community, shall have the right to terminate this Agreement.
(b) If either party materially defaults in any of its obligations under this Agreement (other than a default to
which Section 4.2(a) applies), and such default is not cured within sixty (60) days following delivery of
written notice from the non-defaulting party to the defaulting party (i) specifying such breach in reasonable
detail, and (ii) expressly stating that such notice is a notice of breach pursuant to this Section 4.2, the non-
defaulting party may terminate this Agreement with thirty (30) days advance written notice to the other
party.
(c) The provisions of this Agreement shall survive the expiration or termination hereof to the extent necessary
to protect the rights and remedies of Pharmacy with respect to any unpaid charges or fees relating to the
period prior to the effectiveness of such expiration or termination. Upon expiration or termination of this
Agreement, Community shall return to Pharmacy, in good working condition, all equipment and other
Pharmacy property provided to Community under this Agreement.
5. COMPLIANCE WITH HEALTHCARE LAWS: Pharmacy and Community hereby covenant that in performing
their respective obligations under this Agreement, they will comply in all material respects with all applicable statutes,
regulations, rules, orders, ordinances and other laws of any governmental entity to which this Agreement and the parties’
obligations hereunder are subject with respect to healthcare regulatory matters including, without limitation, the Health
Insurance Portability and Accountability Act and its implementing regulations. Pharmacy and Community hereby certify that
they will not violate the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) with respect to their performance under this
Agreement. The parties acknowledge and agree that each party to an arrangement or transaction relating to CVS Health’s
business line of institutional pharmacy services operations that is between Omnicare and any actual source of health care
business or referrals to Omnicare and involves, directly or indirectly, the offer, payment, solicitation, or receipt of anything of
value and who meets the definition of a Covered Person under Omnicare’s Corporate Integrity Agreement shall complete at
least one (1) hour of training regarding the Anti-Kickback Statute and examples of arrangements that potentially implicate the
Anti-Kickback Statute. CVS Health’s Code of Conduct and Anti-Kickback Statute Policies and Procedures are available to
Community at http://cvshealth.com/codeofconduct and http://cvshealth.com/CIApolicy.
6. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and each of their respective successors and permitted assigns. Except as otherwise provided in this Section 6, this
agreement shall not be assigned, in whole or in part by any party hereto, without the prior written consent of the other party.
(a) Upon the sale or disposition of the assets or operations of Community (a “Community Disposition”), which
shall be deemed to include, but not be limited to, the assignment or other disposition of any leasehold interest
or operating agreement with respect to Community), Community shall (i) provide Pharmacy and Omnicare at
least thirty (30) days advance written notice of such transaction, and (ii) assign and cause the assumption of
this Agreement (or cause any Person that purchases or otherwise acquires Community to enter into an
agreement with Pharmacy in form and substance identical to this Agreement) for the period from the
effective date of such Community Disposition to the date of expiration of the then-current term of this
Agreement. Any failure of Community to comply with this subsection (a) shall constitute a material breach of
this Agreement.
(b) Upon the sale or disposition of the assets or operations of Pharmacy, Pharmacy shall (i) provide Community
at least ten (10) business days advance written notice of such transaction, and (ii) assign this Agreement to
the Person that purchases or otherwise acquires Pharmacy.
(c) Pharmacy may assign its rights and delegate its duties and obligations under this Agreement to any other
licensed entity which is owned, directly or indirectly, by Omnicare, provided that Community is within the
geographic service area of such assignee.
7. GENERAL: This Agreement and any amendments or addenda hereto or thereto constitute the entire agreement
between the parties regarding the subject matter hereof, and supersede all prior or contemporaneous discussions,
representations, correspondence and agreements, whether oral or written, pertaining thereto. This Agreement may be amended
or modified only by a writing duly executed by both parties. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which, when taken together, shall constitute one and the same agreement.
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8. GOVERNING LAW & VENUE: This Agreement shall be governed by and construed under the laws of the State
of Washington. In the event of any court action which may be allowed by this Agreement, the venue of such shall be in the
Superior Court of King County, Washington, unless the Parties shall otherwise agree.
9. INDEMNIFICATION/DUTY TO COOPERATE:
(a) Pharmacy shall defend, indemnify and hold Community, its directors, officers, agents, and employees
harmless from and against any and all claims, actions, suits, liabilities, losses, expenses, damages, and
judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for
injury, sickness, disability, or death to persons or damage to property or business, arising in connection with
the work performed under this Contract, or caused or occasioned in whole or in part by reason of the presence
of Pharmacy or its subcontractors or their property upon or in the proximity of the property of the
Community. Without limiting the generality of the foregoing, Pharmacy shall indemnify, defend and hold
harmless Community from allegations that Community is vicariously liable for negligent acts of Pharmacy.
(b) Community shall defend, indemnify, and hold Pharmacy, its directors, officers, agents, and employees
harmless from and against any and all claims, actions, suits, liabilities, losses, expenses, damages, and
judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof for
injury, sickness disability, or death to persons or damage to property or business, arising out of or related to
any alleged act or omission by Community employees.
(c) Pharmacy specifically and expressly waives its immunity and limitation of liability under any industrial
insurance, RCW 51, or other employee benefit act of any jurisdiction that otherwise would be applicable in
the defense of such claim, and Pharmacy acknowledges that this waiver was mutually negotiated in
accordance with RCW 4.24.115. In the event of an incident involving the performance of Services that could
lead to a potential liability, Pharmacy agrees to work cooperatively with Community in its investigation and
mitigation efforts and Pharmacy shall make its employees available to Community. Pharmacy shall not take
any action to obstruct Community's investigation efforts. A breach of this Section shall be a material breach
of the Agreement giving Community the right, at its option, to terminate the Agreement.
10. INSURANCE:
Pharmacy shall at its sole expense, maintain in effect at all times during the performance of work, insurance coverage with
limits not less than those set forth below and issued by an insurance company or companies permitted to do business in the
state of Washington:
(a) Commercial General Liability Insurance. Including limited contractual liability, in adequate quantity to
protect against legal liability arising out of contract activity but no less than $3 million per occurrence/$5
million general aggregate. This limit requirement may be fulfilled by a combination of the general liability
and excess liability policies.
(b) Professional Liability Errors and Omissions. A policy with coverage of not less than $3 million per claim/$6
million general aggregate. This limit requirement may be fulfilled by a combination of the professional
liability and excess liability policies.
Pharmacy recognizes that Community is self-insured, but Community represents to Pharmacy that is has coverage comparable
to that set forth below:
(a) Commercial General Liability Insurance. Including limited contractual liability, in adequate quantity to
protect against legal liability arising out of contract activity but no less than $3 million per occurrence/$5
million general aggregate. This limit requirement may be fulfilled by a combination of the general liability
and excess liability policies.
(Signature page to follow)
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The undersigned represent that they are duly authorized to execute this Agreement on behalf of the party for whom they sign;
and such party shall be bound by the terms of this Agreement.
City of Kent doing business as The City of Kent Corrections Facility
By: ____________________________________________
Name and Title: ____________________________________
Date:
Evergreen Pharmaceutical, LLC doing business as Omnicare of Seattle
By: ____________________________________________
Name and Title: ____________________________________
Date:
Errin E Simpkins, Senior Legal Counsel
12.17.2020
Dana Ralph, Mayor
12/17/2020
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EXHIBIT A
Definitions
Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings:
“Pharmacy Products”: Prescription and nonprescription pharmaceutical products.
“Pharmacy Products and Services”: (a) provision of Pharmacy Products and related services, (b) delivery of Pharmacy
Products to Community pursuant to the Delivery Schedule set forth on Schedule 3.1, or as otherwise mutually agreed by the
parties; (c) provision of House Stock to Community upon request; (d) labelling all Pharmacy Products; (e) maintaining a
drug profile on each Community resident serviced by Pharmacy; (f) provision of computerized Physician Order Sheets,
Medication Administration Records and Treatment Records to Community upon request.
“House Stock”: nonprescription and prescription medications not for any particular resident which are provided by
Community at its expense.
“Community-Pay Products and Services”: Pharmacy Products and Services provided by Pharmacy at the expense of
Community.
“Consultant Services Fees”: the fees set forth on Schedule 3.1 for consultant services provided by Pharmacy personnel as set
forth in Section 1.6 and Schedule 3.1.
“AWP” shall mean average wholesale price as reported by such third-party pricing service (e.g., First DataBank or Medi-
Span) as Pharmacy may utilize from time-to-time; provided, that if AWP is no longer reported by a third-party pricing service
acceptable to Pharmacy, or is modified so as to no longer represent the same percentage of the WAC or equivalent prices
published by manufacturers that applied under the third-party pricing service used by Pharmacy prior to such modification or
cessation of publication, Pharmacy may amend this Agreement with written notice to Community to substitute another pricing
measure that is then in use generally in the pharmacy industry, and/or make any modifications to the pricing formulas
hereunder which Pharmacy reasonably determines may be necessary to prevent such change from having an economic effect
on the pricing under this Agreement.
“WAC” shall mean wholesale acquisition cost as reported by such third-party pricing service (e.g., First DataBank or Medi-
Span) as Pharmacy may utilize from time to time; provided that if WAC is no longer reported by a third-party pricing service
acceptable to Pharmacy, or is modified so as to result in a change in the parties' relative economic positions under this
Agreement, Pharmacy may amend this Agreement with written notice to Community to substitute another pricing measure
that is then in use generally in the pharmacy industry, and/or make any modifications to the pricing formulas hereunder which
Pharmacy reasonably determines may be necessary to prevent such change from having an economic effect on the pricing
under this Agreement.
53728
NON IV'S AND NON TPNS
Community Pricing Contract Terms (Patient Specific) ‐ Rx Brands (All Except IV & TPN):
Community Pricing Contract Terms (Patient Specific) ‐ Rx Generics (All Except IV & TPN):
Community Pricing Contract Terms (Patient Specific) ‐ OTC Brands (All Except IV & TPN):
Community Pricing Contract Terms (Patient Specific) ‐ OTC Generics (All Except IV & TPN):
House Stock:
Minimums ‐ Rx (Fee per Fill):None
Minimums ‐ OTC (Fee per Fill):None
Controlled Substance Fee (Schedules 2,3,4,5) (Fee per Fill (Additional to Dispensing Fee)): None
Compound Fee Non‐Infusion (Fee per Fill (Additional to Dispensing Fee)): None
Scheduled Deliveries Per Day:
Dispensing Fee Application:
Dispensing Fee on E‐Kit/ADU?:
Restocking Fee (Rx Specific):None
Drug Disposal Unit:No
NURSING EDUCATION/CERTIFICATION PROGRAMS Live Class Fee
Medication Assistant Courses offered by Nurse ‐ Full Course:$75.00
Medication Assistant Courses offered by Nurse ‐ Refresher Course: $55.00
Other Nurse Education Services:
(Including, But Not Limited To: Community Requested Infusion Audit,
Community Survey Preparation or Follow‐Up, Other Community Requested On‐Site Infusion Training)
$75.00
Infusion Nurse Education/Certification ‐ Third Party Company Utilized:
NURSING EDUCATION/CERTIFICATION PROGRAMS ‐ ONLINE COURSES Fee Per Particpant
IV Push Administration:$15.00
Hypodermoclysis:$15.00
Role of the Licensed Nurse in Preventing Bloodstream Infections: $15.00
CVAD Removal:$15.00
Parenteral Nutrition:$25.00
Pain Management – Patient Controlled Analgesia (PCA):$25.00
Management of Inotropics in the Heart Failure Resident:$25.00
Clearing Thrombotic Occlusions in Central Vascular Access Devices: $25.00
Vascular Access Devices:$50.00
Essentials of Infusion Therapy‐2 Day Class:$75.00
Field Nursing Services:
PHARMACY PRODUCTS AND SERVICES
WAC + 1% + $2.00
(B) WAC + 12.5% (G) AWP ‐35%
Fee for Every Fill
Yes (Fee Applies)
Proposal ID:Schedule 3.1 (PSA): City of Kent doing business as The City of Kent Corrections Facility
AWP ‐80% + $2.00
WAC + 10% + $1.99
AWP ‐50% + $1.99
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Live Class Basis Live Class Attendance Requirement
1) Pharmacy may charge the contracted rate for the program if Community cancels Infusion Education less than 15 days prior to schedule date of the class.
Infusion Nursing Services:
1) If IV Nursing or IV Educational Services are contracted by Omnicare to an outside IV Nursing Agency, the rates of the outside vendor will be used by Omnicare to charge the service provided to the Omnicare customer.
Infusion Nursing Education:
Unless a greater charge is otherwise specified herein, if Pharmacy agrees to repackage patient‐owned medications dispensed by a non‐Omnicare pharmacy, Pharmacy shall charge Community $5.00 per repackaging.
All references to states Maximum Allowable Cost (MAC), Federal Upper Limit (FUL), Direct Cost (Direct), Wholesale Acquisition Cost (WAC) and Average Wholesale Price (AWP) refer to values as reported by such third‐party pricing
service (e.g., First DataBank or Medi‐Span) as pharmacy may utilize from time to time.
Flu Vaccine pricing is determined on an annual basis. Please contact your local pharmacy provider for the current pricing details.
1) Pharmacy may charge the contracted rate for the services if Community cancels the Field Nursing Services less than 7 days prior to schedule date of the class.
All Charges 100% Pass Through of Invoiced Cost
Fee Per Person Per Day Minimum 8, Maximum 12
Fee Per Person Per Day Minimum 8, Maximum 12
Fee Per Hour (1 Hour
Minimum)Minimum 4, Maximum 12
Proposal ID: 53728
Consulting Pharmacist:
Consulting Pharmacist (Optional Services):
Consultant Services ‐ Registered Nurse (RN):
Consultant Services ‐ Licensed Practical Nurse (LPN):
Consultant Services ‐ Pharmacy Technician:
Proposal ID: 53728
Consulting Pharmacist:
Consulting Pharmacist (Optional Services):
Consultant Services ‐ Registered Nurse (RN):
Consultant Services ‐ Licensed Practical Nurse (LPN):
Consultant Services ‐ Pharmacy Technician:
Rates Through 12/31/2020
$80.00 Per Hour
$55.00 Per Hour
Rates effective 01/01/2021
Schedule 3.1 (PCA-Non-SNF): City of Kent doing business as The City of Kent Corrections Facility
Clinical Services
Service Fee Service Basis
$45.00 Per Hour
$35.00 Per Hour
$80.00 Per Hour
Per Hour
$35.00 Per Hour
$55.00 Per Hour
$40.00
$72.25 Per Hour
Schedule 3.1 (PCA-Non-SNF): City of Kent doing business as The City of Kent Corrections Facility
Clinical Services
Service Fee Service Basis
$72.25 Per Hour