EMPLOYMENT HEALTH SERVICES AGREEMENTLife Extension Clinics, Inc.
EMPLOYMENT HEALTH SERVICES AGREEMENT
THIS AGREEMENT, effective the 1st day of January, 2018, by and between Life Extension Clinics, Inc.
(referred to as "LifeScan" or "Provider") and City of Clearwater (hereinafter referred to as "City" or "Client"), is
result of Request for Proposals #30-17, Employment Related Healthcare Services and is as follows:
1. Scope of Services. Provider shall perform the services set forth in Request for Proposals #30-17, Employment
Related Health Care Services, specifically for Fire and Police Pre -Employment Physicals, Annual Physicals,
and Fitness Evaluations, and Client shall pay the Provider in accordance with the fees set forth in Attachment A,
which is attached hereto and incorporated herein by this reference.
2. Term. This Agreement shall be for a term one (1) year commencing the 1St day of January, 2018, and shall
renew for two (2) additional one (1) year terms in accordance with RFP #30-17 Milestones.
3. Changes. Any changes to this Agreement shall be made by mutual written consent of both Parties.
4. Compensation. Client shall pay each respective invoice in accordance with the Florida Prompt Payment Act,
F.S. Secs. 225.0705-225.078.
5. Termination. This Agreement may be terminated in accordance with RFP #30-17, Terms and Conditions.
6. Insurance and Indemnification. Provider shall maintain, at its sole cost and expense, professional liability
insurance with an insurer satisfactory to Client, per the requirements set forth in RFP #30-17, Insurance
Requirements. The Provider shall indemnify, defend and save Client harmless from and against any and all
losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorney's fees)
based upon, arising out of attributable to any acts or omissions arising from the Provider's performance
hereunder.
7. Licensure/Compliance. Provider warrants and represents that it is licensed to perform the services provided
under this Agreement and shall maintain all such licenses for the duration of the Agreement. In addition, each
Provider represents that the services provided hereunder are in compliance with any and all applicable federal
and state statutes, laws and/or regulations.
8. Assignment. This Agreement shall not be assigned by Provider without the prior written consent of Client.
9. Governing Law. This Agreement shall be governed by and construed in accordance with laws of Florida.
10. Independent Contractors. For all purposes hereunder, the relationship between Client and Provider is solely
that of independent contractors and this Agreement does not create a partnership, joint venture or other
association between any of the Providers and Client. The employees and agents of Provider shall be considered
to be under exclusive management and control of Provider.
11. Notices. Any and all notices sent pursuant to this Agreement shall be given in writing via certified mail or
overnight courier and shall be delivered to the following addresses:
To Provider: Life Extension Clinics, Inc.
d/b/a Life Scan Wellness Centers
1011 No. MacDill Ave
Tampa FL 33607
Attn: Patricia Johnson, CEO
To Client:
City of Clearwater
Municipal Services Building
PO Box 4748
Clearwater FL 33758
Attn: Michelle Kutch
12. HIPAA Requirements. The parties agree to comply with the Health Insurance Portability and Accountability
Act of 1996, as codified at 42 U.S.C. § 1320d ("HIPAA") and any current and future regulations promulgated
thereunder including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164
(the "Federal Privacy Regulations"), the federal security standards contained in 45 C.F.R. Part 142 (the "Federal
Security Regulations"), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160
and 162, all collectively referred to herein as "HIPAA Requirements." The parties agree not to use or further
disclose any Protected Health Information (as defined in 45 C.F.R. §164.501) or Individually Identifiable
Health Information (as defined in 42 U.S.C. §1320d), other than as permitted by HIPAA Requirements and the
terms of this Agreement. To the extent applicable under HIPAA, each party shall make its internal practices,
books, and records relating to the use and disclosure of Protected Health Information available to the Secretary
of Health and Human Services to the extent required for determining compliance with the Federal Privacy
Regulations. Each party agrees also to comply with any state law and regulations that govern or pertain to the
confidentiality, privacy, security of, and electronic transactions and code sets related to, information related to
patients.
13. Warranty of Non -Exclusion. Each party represents and warrants to the other that the party, its officers,
directors and employees (i) are not currently excluded, debarred, or otherwise ineligible to participate in the
federal health care programs as defined in 42 U.S.C. § 1320a-7b(t) (the "federal healthcare programs"), (ii)
have not been convicted of a criminal offense related to the provision of healthcare items or services, and (iii)
are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may
result in the party or any such individual being excluded from participation in the federal healthcare programs.
This shall be an ongoing representation and warranty during the term of this Agreement and each party shall
immediately notify the other of any change in the status of the representations and warranty set forth in this
section. Notwithstanding any provision of this Agreement to the contrary, any breach of this section shall give
the other party the right to terminate this Agreement immediately.
14. Order of Precedence. Any inconsistency in documents relating to this Agreement shall be resolved by giving
precedence in the following order: (i) this Agreement (including the Exhibits attached hereto); (ii) the
Provider's RFP #30-17 response; and (iii) Request for Proposals #30-17, Employment Related Health Care
Services.
IN WITNESS WHEREOF, the Parties have set their hands the date and year first written above.
Patricia Johnson, CE
Client:
ctpo,ke fkCrAttOS
George Cretekos
Mayor
Approved as to form:
Pamela K. Akin
City Attorney
By:
Life Extension Clinics, Inc.
Dba Life Scan Wellness Centers
1011 N MacDill Ave
Tampa FL 33607
CITY OF CLEARWATER, FLORIDA
William B. Horne II
s`.: to 2 t ill
Rosemarie Call
City Clerk
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