EMPLOYMENT HEALTH SERVICES AGREEMENT (2)Life Extension Clinics, Inc.
EMPLOYMENT HEALTH SERVICES AGREEMENT
THiS AGREEMENT, effective the 1st ofJanuary 2021. by and between Life Extension Clinics, Inc. (referred
to as "LifeScan" or "Provider") and City of Clearwater (hereinafter referred to as ''City" or "Client").
\%-HI REAS. the City selected Provider hired on Request for Proposals X51-20. attached hereto as Exhibit A,
and responses to RFP #51-20, attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable
consideration, the Parties agree that the above terms, recitals, and representations are true and accurate and are
incorporated herein by reference, and the Parties further agree as follows:
1. Scope of Services. Provider shall perform the services ;et forth in Exhibit A, Request for Proposals51-220.
Employment Related Health Care Services. specifically. for Fire and Police Pre -Employment Physicals,
Annual Physicals. and Fitness Evaluations.
2. Term. This Agreement shall be for a term one (11 year commencing on the 1st day ofJanuary 2021 and shall
renew for two (2) additional one (1) year term; in accordance with Exhibit A, RFP a+5 I -20, Milestones.
Changes, Any changes to this Agreement shall be made by mutual written consent of both Parties.
4. Comnensation, Total compensation for all services shall not exceed S285,000 annually unless specifically
authorized by the City Council. Client shall pay the Provider in accordance with the fees set forth in Exhibit
B. Tab 3. Client shall pay each respective invoice in accordance with the Florida Prompt Payment Act.
5. Termination, This Agreement may be terminated in accordance with Exhibit A, RFP +=51-20, Terms and
Conditions.
6. insurance and Indemnification. Provider ;hall maintain. at its sole cost and expense. professional liability
insurance with an insurer satisfactory to Client. per the requirements set forth in Exhibit A, RFP :'S1-_20,
insurance Requirements. The Provider shall indemnify. defend and hold Client harmless from and against
any and all losses, claims, damages. liabilities and expenses (including, without limitation. reasonable
attorney's fees) based upon, arming out of attributable to any acts or omissions arising from the Provider's
performance hereunder.
LicensureiComnliance. 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.
Provider represents that the service; provided hereunder are in compliance with any and all applicable federal
and state statutes, laws and/or regulation,.
8. Assignor n . This Agreement shall not be assigned by Provider without the prior written consent of('lient.
9.
Governing Law. This Agreement shall he governed by and construed in accordance with laws of Florida.
10. Jndenendent 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 \enture or other
association between any of the Providers and Client. The employees and agents of Provider shall be
considered to be under the 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 he delivered to the following addre',c;:
To Provider: Life Extension Clinics, Inc.
d/b/a LifeScan 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: Jill Paul
Page 1 of 2
12. J-IiPAA Requirements. The Parties agree to comply with the Health Insurance Portability and
Accountability Act of 1096, as codified at 42 U.S(.'. !: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' Regulation," t, and the federal standards for electronic transactions
contained in 45 C.F.R. Parts l60 and I6 2. all collectively referred to herein as "HIPAA Requirements. The
Parties agree not to use or further Llisclose 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. 132.Od),other than as
permitted it HIPAA Requirements and the terms of this Agreement. To the extent applicable under
HIPAA, each Party shall make its internal practices. hooks. 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. § 1 320a-7b(f) (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 tight to terminate this Agreement immediately.
14. RFP Terms and Conditions, All standard terms and conditions set forth in RFP #51-20, Terms and
Conditions. are incorporated by reference and included as part of Exhibit A.
15. 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 any amendments; (ii) Provider's
response to RFP 51-20; and (iii) Request for Proposals #51-20, Employment Related Health Care Services.
IN WITNESS WHEREOF. the Parties have set their hands the date and year first written above.
Provider:
Patricia Johnson,
Life Extension Clinics, Inc.
Dba Life Scan Wellness Centers
1011 N MacDill Ave
Tampa FL 33607
Countersigned: CITY OF CLEARWATER
Frank Hibbard
Mayor
jud9cA44,tg
William 13. Horne
City Manager
Approved as to form: Attest:
Owen Kohler
Assistant City Attorney
Tyr : Rosemarie Call
City Clerk
Page 2 of 2