Contract 2022-149A2022-149A
P
Pharmacy
THIS OFFSITE IMMUNIZATION CLINIC SERVICES AGREEMENT ('Agreement') by and between Publix Super Markets,
Inc., on behalf of its subsidiaries and affiliates ("Publix') and the Company identified below, on behalf of its subsidiaries
and affiliates ('Company" together with Publix the "Parties"), is entered Into on the date last signed by an authorized
representative of Publix and the Company ("Effective Date7.
1. Term and Termination. This Agreement commences on the Effective Date and continues for a one-year initial term,
ending on the first anniversary of the Effective Date. Either Party may terminate this Agreement at any time by providing
the non -terminating Party with thirty (30) days' prior written notice. Either Party may immediately terminate this Agreement
d the non -terminating Party materiaNy breaches this Agreement. Termination of this Agreement will have no effect on the
rights or obligations of a Party arising prior to the termination.
2. Responsibilities of Publix. Publix shall administer the Products to Participants (the 'Services') at such Locations and
Times set forth below, subject to applicable law, the professional judgment of the applicable qualified professional, the
Terms and Conditions available at www.Publix.com/EMploverFluShots incorporated by reference herein, Product
availability, and a sufficient number of anticipated Participants as determined in Publix's sole discretion. Publix shall
perform the Services with an appropriate number of qualified professionals, as determined in Publix's sole discretion.
Publix shall only provide Services to those Participants who have completed Publix's then current informed consent form.
3. Responsibilities of Company. Company shall timely notify Participants of the dates, times, and locations of the
Services at Company's sole cost. Company shall notify Publix no more than 3 days prior to each scheduled event K the
number of scheduled and/or forecasted Participants is 50 percent less than the anticipated volume previously
communicated to Publix in writing. Company shall allow Publix to display Publix's name a logo at the event and to market
the event. Company, at no cost to Publix, shall provide such accommodations (e.g., clean location, utilities, etc.) and
furnishings (e.g., tables, chairs, etc.) that will enable Publix to safely provide the Services to Participants.
4. Payment and Vouchers. If Participant provides evidence of insurance coverage prior to the provision of Services and
Publix is contracted to perform the Services in connection with such coverage, Publix shall collect the applicable
copayment and submit the claim to the applicable insurance carrier. If such insurance information is not received prior to
the Service date, Publix will collect payment from the Participant for the Service. Publix, in Its sole discretion shall (a)
determine the payment for Service due; and (b) agree to take an assignment of benefits under such Service Recipient's
applicable insurance plan that provides coverage for Publix' administration of Services hereunder. If the Parties agree to
use vouchers, Company will provide Participants with Publix's agreed upon voucher. Participants may redeem the
vouchers at participating Publix locations.
Company: City of Qlermgnt Company Contact: Brian Bulthuis
Phone: 352-241-7357 Email: bbulthuis0clermontfl.ora
Product. 2022-2023 Quadrivalent Inactivated Influenza Vaccine Estimated Participants: _ 45 per location
Service Location(s), Date(s), and Time(s):
November 15, 2022, 7:30am — 10:30am
Clermont City Center
620 W Montrose St
Clermont, FL 34711
November 16, 2022, 7:30am—10:30am
Clermont Arts & Recreation Center
3700 S Highway 27
Clermont, FL 34711
Publix will process the Vaccine Recipienfs insurance for the administration of the Vaccine and cost of the
product at applicable contracted rates. If vaccine recipient Is uninsured, collection of payment in the form of a
check or cash only will be accepted on date of event.
Publix and the City of Clermont have executed this Agreement on the dates set forth below.
Publix 3 r Mark e ,Inc.
1
By: ftiv
Name: Dain Rusk
Title: VP of Pharmacy Operations
Date:
City of Clermont
By: wk
Name: aAA 6MNt hU'+ S
Title. G : -t !l CC a. %& 14 r
Date: I t t zz.
GENERAL TERMS AND CONDITIONS
The following terms and conditions ('Terma'j apply to the ORsile Immunization Clinic
Services Agreement CAgreemenr) between Public Super Markets, Inc. on behalf of Itself
and its affiliates ('Publd) and the Comparry signing the Agreement Pubfoc and Company
are each a 'Party" and collectively the 'Parties.' Capdafzod terms used but not defined,
shail have the meanings In the Agreement.
ARTICLE 1. REPRESENTATIONS AND WARRANTIES
1.1 GeneralN. Each Party represents and warrants: () it is duly organized, validity
existing and in good standing under the laws of the juriscidon In which In it was
organized; (ii) the person exea4ing the Agreement on behalf of the warathting Party is
duly authorized to bind the Party to all terms and conditions of the Agreement (iii) the
AgreemenL when executed and delivered by the warranting Party, will be the legal, valid
and binding obligation of the Party, enforceable against the Party in accordance with its
terns; and (iv) the execution, delivery and performance of the Agreement by the
warranting Pary does not and will not conflict with, or constitute a breach or default under,
Its charter documents, delegations of authority or any material agreement contract
commitment, or instrument to which the warranting Party is a party, or require the con".
approval or authorization of, or notice, declaration, filing or registration with, any third party
or governmental or regulatory authority.
ARTICLE 2. PRIVACY AND CONFIDENTIALITY
2.1 ?"a . The Parties warrant that they are familiar with requirements of the
Health Insurance Portability and Accountability Ad of 1996 {HIPAA'j and Its
accompanying regulations governing the use and disclosure of protected health
information, and shell comply with ail applicable Hill requirements and state privacy
laws that govern or otherwise place restricgans on the Parties use or disclosure of the
Participants' conAdenllaf health Information in the course of their performance under the
Agreement. Both Parries warrant they will cooperate with tie other Party during their
performance under the Agreement to help keep both Parties in compliance with FMPAA
and applicable state health information pdvary laws.
22 Confiderdlality. Except to the extent explicitly allowed under the term of the
Agreement the Parties (i) agree to keep in confidence during the Term of the Agreement
and subsequent thereto all financial and operation information reasonably identified by a
Party as proprietary to it ('Proprietary Infomhation'), and (i) shaM not disclose Proprietary
Information other than to fulfill its obligations under the Agreement or as may be
authorized by the other Party or as required by taw.
ARTICLE 3. INDEMNIFICATION
3.1 Pull IndemntW. Pubic shall indemnity, defend, and hold Company
harmless for any loss, liability, daim or lawsuit including reasonable afomeys' fees
(collectively'Losses'), incurred by Company, arising solely from Publix's negligence.
32 Company Indsmnitor. To the extent pennitled by law and without waiving
Company's sovereign Immunity it may enjoy, Company contractually agrees to Indemnity,
defend, and hold Pubgx harmless from Losses arcing from (0 the presence, services or
other advittes of any of Company's employees, agents or contractors, or the Participants;
or (ii) the performance, use or operation of the Company's aceornmodatora or
furnishings. except to the extent such incident occurrence or damage giving rise to the
Losses was caused solely by the negligence of Publix.
ARTICLE 4. INSURANCE
4.1 Publix's Insurance. Throughout the Term, Publix shall maintain a druggists'
liability, immunization occurrenrP-besed insurance policy with a limit of liability of not less
then two hundred and fifty thousand ddtars ($M,000) per occurrence and one million
dollars (t1,000,000) In the aggregate covering each occurrence of bodily injury arising
from Publix's immunization services in connection with the Agreement Public shad not be
required to name Company as an additord insured party under such policy.
Notwithstanding the foregoing, Publv shall be erhtited to self -insure to cover its obtigations
under the Agreement provided that its hall worth equals or exceeds the sum of
$250,000,000. It Publl net worth ever falls below $250,000,000, then the Parties shell
mutually agree upon acceptable insurance coverage as applicable to the Agreement.
42 Company's Insurance. Throughout the Term, Company shall maintain
Comprehensive General LiaNAty occurrence -based insurance policy with a limit of liability
of not less then two million dollars ($2,000,000) per occurrence and two miltion dolan
($2,000,000) in the aggregate covering each occurrence of bodily injury and property
damage.
ARTICLE 5 MISCELLANEOUS
&I Amoridment This Agreement may onty be amended by an instrument in
writing signed by both Parties.
52 Ass nm Neither Party shall have the right to assign the Agreement to a
third party without the written consent of tie other Party. Any pem tad Assignee shall
assume all obligations of his Assignor under the Agnssment No assignment shall relieve
any Patty of responsibility for the perkxmance, of any obligations that have already
oocured.
5.3 Auorsv's Fsss In connection with any legal proceeding brought to enlace
the temp and conditions of tints AgeenreM the prevailing Party all be entitled to
recover from the non-prevaiirg Party all costa, experhses and reasonable abmeys' and
paralegals' lees incurred by said prevailing Party in such proceedings. including all costs,
expersea, and reasonable attorneys' and paralegals' fees incurred an appeal, in appeals,
administrative proceedings, or in mediation or arbitration.
5A Choice of Law.Vsnw. The Agreement shall be gowned by, anlowd, and
Interpreted in accordance with the laws of the State of Florida, without regard to confkts
of laws purposes. Venue for any litigation arising out of the Agreemerd shall exduslvey
be in a court of cornpelert jwisdiction residing in the state in which the Services were
Iarlormed
5.5 Enkmubllhv. A Party shag not be deemed to he* made or accepted an
otter to enter into any business ar angement or transaction because A has submitted an
unsigned draft of the agreement to the other Party. The Agreement shall not bind either
Party in any manner unless d has been executed and delivered by both Parties.
5.6 En gre Aaressnenl The terms and conditions set forth in the Agreement
constitute all the terms and conditions to which the Parties have agreed, and no other
terms or conditions In the hukue shall be valid and binding on either Party, unless reduced
to writing, executed by both Parties, and attached to the Agreement as an amendment
5.7 Force Meleure. A Pally shall not be deemed to have breached the
Agreement If its delay or failure to perform alf or any part of its obligations thereunder
results from a condition beyond Its reasonable control including, without limitation, acts of
God or the public enemy, food, storm, hurricane, strikes, power or communication line
failure, statute or rule or action of arty federal, state or local government agency. In such
event the Parties agree b use their best efforts 10 resume performance as soon as
reasonably possible under the Grcumsiantes gMng rise to the Party's failure to perform.
6.8 Independent CortUagors. Nothing in the Agreement shrill create any
relationship between the Parties other than that of independent entities contracting with
each other solely for effeAng the provision of the Agreecnerd. Neither Party, nor arty of
I lr respective represerstetives, shall be rxhrutrued to be the agent employee, or
representative of the other Party.
5.9 Lava and Reeplvilll Each Party shall comply with all laws applicable to its
respective duties under the Agreement Noting Contained within the Agreement shall
prevent Participants from exercising freedom of choice in obtaining Services from other
sources.
5.10 No Assumption of Llabill Public, by entering Into and performing the
Agreement shall not become sable for any of the existing or future obligations, kabilitiss,
or debts of Company.
5.11 Pul tx Trademark Pmjpgog;yse of Comoamr Loco. Company shag not
use any name, trademark, service mark, trade name or other commercial or product
designation belonging to Pubgx without the prior written corsent of Public in each
instance. The Parties further agree that Company may request Public to print the
Vouchers under the Agreement with Company's logo printed on the Vouchers. To fhe
extant that such a request is made and to the extent that Publlx, In Its sale and hahsolule
discretion, agrees to this request, Company expressly permits Pubix's use of Company's
logo for this purpose
5.12 Seyrgabill , In the event one or more of the p ovisiors contained in the
Agreernerrt are declared Invalid, illegal, or unenforceable in any respect the valdMy,
legality, and enforceability of the remaining provisions shall not in any way be impaired
thereby unless the effect of such Invalidity is to substentiely impair or undem ire any of
dhe Party's rights and benefits hereunder.
5113 Survival. Articles 2 and 3, and Sedans 3.2, 5.3, 5.4, 5.9, 5.10, 5.11 and 5.13
shall survive the expiration, termination, or nonrenewal of the Agreement