EMPLOYMENT HEALTH SERVICES AGREEMENT (3)CONTRACT BETWEEN CITY OF CLEARWATER AND
LIFE EXTENSION CLINICS, INC.
RFP #53-23 EMPLOYMENT RELATED HEALTH CARE SERVICES
THIS CONTRACT, entered into this 7th day of December 2023, by and between
the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748,
Clearwater, Florida 33758 and Life Extension Clinics, Inc., ("Life Scan" or "Vendor"), a
Florida corporation, 1011 North MacDill Avenue, Tampa, FL 33629, collectively as
"Parties".
WHEREAS, the City seeks a variety of health care services from Vendor to include
employee physicals (pre-employment and fit -for -duty), drug and alcohol testing
(reasonable suspicion, random and DOT), and occupational Fire and Police physicals.
WHEREAS, the City selected Vendor based on Request for Proposal ("RFP") #53-
23 and responses by Vendor to RFP #53-23, which are incorporated by reference.
WHEREAS, Vendor agrees to provide the services as outlined in RFP #53-23
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 PROJECT AND PRICING.
Life Scan agrees to provide Employee Related Health Services under the terms
and conditions set forth in RFP #53-23 and responses by Vendor dated August 31, 2023.
The Scope of the Project and Pricing are set forth in Exhibit A.
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2. TIME OF PERFORMANCE.
The initial Contract Term shall commence on January 1, 2024 and end on
December 31, 2024. The Contract may be renewed for three (3) additional one (1) year
periods under the same terms and conditions as set forth herein, upon mutual written
consent by the Parties.
3. COMPENSATION.
The City will pay Vendor in an amount not to exceed $325,000.00, as more fully
described in attached Exhibit A, inclusive of all reasonable and necessary direct
expenses, if applicable. The City may, from time to time, require changes in the scope of
the project. Such changes, including any increase or decrease in the amount of Vendor's
compensation, and any other changes in the terms of this Contract which are mutually
agreed upon by and between City and Vendor shall be effective when incorporated in
written amendment to this Contract, upon mutual agreement.
4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS.
Vendor's fees will be invoiced monthly and submitted to the City for approval for
payment in accordance with the Florida Local Government Prompt Payment Act, Section
218.70, Florida Statutes.
The City's performance and obligation to pay under this Contract is contingent
upon an annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract shall
be conclusively deemed to have been received by a party hereto on the date it is hand
delivered to such party at the address indicated below (or at such other address as such
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party shall specify to the other party in writing), or if sent by registered or certified mail
(postage prepaid) on the fifth (5th) business day after the day on which such notice is
mailed and properly addressed.
Life Extension Clinics, Inc.
Patricia Johnson
CEO
1011 N. MacDill Avenue
Tampa, FL 33629
813.601.0285
City of Clearwater
Tiffany Makras
Human Resources Director
P.O. Box 4748
Clearwater, Florida 33758
727.444.8648
6. RFP #53-23, STANDARD TERMS AND CONDITIONS.
All terms and conditions as set forth in RFP #53-23, Standard Terms and
Conditions are incorporated by reference and attached hereto as Exhibit B.
7. INSURANCE REQUIREMENTS.
Insurance Requirements are set forth in RFP #53-23, Detailed Specifications,
Section 7, which is incorporated by reference.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, Vendor shall transfer, assign and make available
to City or its representatives all property and materials in Vendor's possession belonging
to or paid for by the City.
9. INTERESTS OF PARTIES.
Vendor covenants that its officers, employees and shareholders have no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner
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or degree with the performance and/or provision of services required under the terms and
conditions of this Contract.
10. CONFORMANCE WITH LAWS.
Vendor agrees to comply with all applicable federal, state and local laws during the
life of this Contract. Vendor shall be responsible for obtaining and maintaining any
licenses, permits, documents, or other permissions necessary for Vendor's operation.
11. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
[Remainder of Page Left Blank Intentionally]
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IN WITNESS WHEREOF, the Parties have caused this Contract to be signed in
its corporate/legal name by its authorized representatives or persons authorized to
execute this Contract on the date and year first above written.
Attest:
Print Name: pn Ie -won ot
Secretary
CITY OF CLEARWATER, FLORIDA
Bria ungst Sr
Mayor
Lead Assistant City Attorney
LIFE EXTENSION CLINICS, INC.
By:
Print Na
Title:
J i - fes'oirrier
City Manager
Rosemarie CaII
City Clerk
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TAB 3: SCOPE OF SERVICES AVAILABLE AND COST OF SERVICES
LIFE SCAN WELLNESS CENTERS SCOPE OF SERVICES AVAILABLE:
Due to the unique nature of our business, we are extremely qualified and experienced
in all aspects of the Scope of Services for Fire and Police Pre -Employment and
Annual Physicals and Fitness Evaluations. We are the innovators and sole provider of
the Life Scan Wellness Centers annual public safety physicals and have been
providing this service for over 25+ years. Our Life Scan Wellness Centers Public
Safety physicals are 100% compliant with the following standards and guidelines:
NFPA 1582, NFPA 1583, the IAFC/IAFF Wellness Fitness Initiative, FLDE, and
OSHA 1910.134 Respiratory Protection Program.
Life Scan Wellness Centers is pleased to respond to the
following Scope of Services:
• Fire and Police Pre -Employment and Annual Physical and
Fitness Evaluation
• Pre -Employment Drug Testing for Fireand Police
Life Scan Wellness Centers agrees to participate in employee grievance as a result
of related testing process/results.
LIFE SCAN WELLNESS CENTERS IS NOT RESPONDING TO THE
FOLLOWING IN THE SCOPE OF SERVICES:
• Pre -Employment physicals to non -certified employees.
• Pre -Employment drug testing to non -certified employees.
• Reasonable Suspicion Drug and Alcohol Testing
• Random DOT/PHMSA- Safety Sensitive Drug and Alcohol
Testing
RFP # 53-23 Employment Related Health Care Services,
LIFE SCAN WELLNESS CENTERS 2024 QUOTE: City of Clearwater
RFP# 53-23 Employment Related Health Care Services 813112023
COST
Public Safety Physical Exam (NFPA 1582 compliant)
Medical & Occupational/Environmental Questionnaire
Included
Comprehensive Hands -On Physical Exam
Included
Vital Signs: Height, Weight, Blood Pressure, Pulse
Included
Sleep Disorder Evaluation and Mental Health Screening
Included
Back Health Evaluation
Included
Urinalysis
Included
Audiogram
Included
Titmus Occupational Vision with Peripheral, Depth Perception, and Color
Included
Breast Exam with Self -Exam education
Included
Personal Consultation with review of testing results
Included
Laboratory Tests:
Comprehensive Metabolic Panel, Blood Chemistry
Included
Complete Blood Count, Hematology Panel
Included
Hemoccult Stool Test for Colon Cancer Screening
Included
Total Lipid Panel
Included
Thyroid Test TSH
Included
Glucose
Included
Hemoglobin Al C
Included
Men: PSA (Prostate cancer marker) and Testosterone
Included
CA 125 Ovarian cancer marker -Women
Included
Ultrasound Screenings (Early Defection of Heart Disease and Cancer):
Echocardiogram (Heart Ultrasound)
Included
Carotid Arteries Ultrasound
Included
Aorta and Aortic Valve Ultrasounds
Included
Liver Ultrasound
Included
Gall Bladder Ultrasound
Included
Kidneys Ultrasound
Included
Spleen Ultrasound
Included
Bladder Ultrasound
Included
Thyroid Ultrasound
Included
Men: Prostate and Testicular Ultrasounds
Included
Women: Ovaries and Uterus Ultrasounds
Included
Cardiopulmonary Testing
Cardiac Stress Test (Treadmill with 12 lead, sub -maximal, Bruce Protocol)
Included
EKG, 12 Lead
Included
Spirometry, PFT Lung Capacity with OSHA Respirator Medical Clearance
Included
OSHA Respirator Medical Clearance
Included
Fitness Evaluations per NFPA 1583-1AFF/IAFC Wellness Fitness Initiative:
Fitness tests for muscular strength & endurance
Included
Sit and Reach, Planking, Grip Strength,
Included
Sit Up Test, Wall Sit, Flexibility
Included
VO2 Max Calc for Aerobic Capacity
Included
Body Weight and Composition
Included
Personal Fitness Rx
Included
LIFE SCAN PUBLIC SAFETY PHYSICAL EXAM
$ 490.00
Life Scan Wellness NFPA Proprietary EMR Data Management System
Proprietary EMR/ Data Storage, Enhanced Data. Dashboards, Administrative Management, Patient & Client. Portals
$ 25.00
Life Scan Wellness Centers TOTAL COST `
$ 515.00
OPTIONAL TESTS AVAILABLE
Line -Item
COST
Chest X -Ray, 2 view with radiologist review
$88.00
Lumber X -Ray with radiologist review
$88.00
Confirmatory Radiologist Review
$30.00
Hazmat Heavy Metals and Hazmat Cholinesterase
$81.00
Hazmat Cholinesterase
$81.00
Hepatitis A Titer
$42.00
Hepatitis B Screening Test
$65.00
Hepatitis B Titer
$42.00
Hepatitis C Screening Test
$65.00
HIV Test, Gen 4
$31.00
Hepatitis Vaccines each shot( A=2 shot series, B=3 shot series) (Based on current market costs)
$79.00/ shot
PPD TB Skin Test
$26.00
QuantiFeron Gold TB Blood Test
$80.00
Tdap (Tetanus, Diphtheria, Pertussis) Titer
$35.00
OSHA Respirator a Fit Testing (PortaCount)
$46.00
Drug Screen, I CUP
$55.00
Drug Rescreen with confirmation
$65.00
ABO
$31.00
Nicotine
$76.00
Phlebotomist (Blood Draw) Fee
$ 24.00
PCET Cardiopulmonary Test
$120.00
Advanced Behavioral and Mental Health Assessments
Work/Life/Balance Assessment
$35.00
First Responder Behavioral and Mental Health Assessment
$35.00
Pricing subject to annual Increase.
Pricing is based on 9 patients per day, 45 per week.
All scheduled appointments will be billed.
STANDARD TERMS AND CONDITIONS
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor,
oonsultant, oupp|iex, pnopooer, company, persons", "purchase order, PO, contract, agreement",
"City, Clearwater', "bid, proposal, response, quote".
S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contnacbor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not Iimited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees wiU not be regarded as City
employees or agents for any purpooe, including the payment of unemployment or workers'
compensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.
S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must compty with its
provisions. Furthmr, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.
S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first
receiving the City's written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right at its option to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and Iiabilities under the Agreement.
S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.
S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth inthis Agreement iuintended tocreate, orwill create, any benefiho. righta,
or responsibilities in any third parties.
S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.
S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
G.10 COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and |ioenaeo, and pay all charges and fees
necessary and incidental to the Iawful conduct of business. Contractor must stay fully informed
of existing and future federal, state, and local laws, ordinonues, executive orders, and
regulations that in any manner affect the fulfihlment of this Agreement and must comply with
the same at its own expense. Contractor bears full responsibility for tnyining, uafety, and
providing necessary equipment for all Contractor personnel to achieve throughout the term of
the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any
programs, procedures, and other activities used to ensure compliance.
b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contna��orwill
require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
Employment Related Health Care Services 8 RFP 53-23
STANDARD TERMS AND CONDITIONS
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City
that Contractor and each of its subcontractors will comply with, and are contractually
obligated to comply with, all federal immigration laws and regulations that relate to their
employees (hereinafter "Contractor Immigration Warranty").
(ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.
(iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide
services under this Agreement to ensure that Contractor or its subcontractors are
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City
in regard to any such inspections.
(iv) The City may, at its sole discretion, conduct random verification of the employment records
of Contractor and any subcontractor to ensure compliance with the Contractor Immigration
Warranty. Contractor agrees to assist the City in regard to any random verification
performed.
(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274A and
274B of the Federal Immigration and Nationality Act.
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against
any employee or applicant for employment or person to whom it provides services because of
race, color, religion, sex, national origin, or disability, and represents and warrants that it
complies with all applicable federal, state, and local laws and executive orders regarding
employment. Contractor and Contractor's personnel will comply with applicable provisions of
Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and
applicable rules in performance under this Agreement.
S.11 SALES/USE TAX, OTHER TAXES. Contractor is responsible for the payment of all taxes including
federal, state, and local taxes related to or arising out of Contractor's services under this
Agreement, including by way of illustration but not limitation, federal and state income tax, Social
Security tax, unemployment insurance taxes, and any other taxes or business license fees as
required. If any taxing authority should deem Contractor or Contractor employees an employee of
the City or should otherwise claim the City is liable for the payment of taxes that are Contractor's
responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest,
and penalties imposed upon the City.
The City is exempt from paying state and local sales/use taxes and certain federal excise taxes
and will furnish an exemption certificate upon request.
S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due
to the City during the performance of services under the Agreement. Payments to Contractor may
be offset by any delinquent amounts due the City or fees and charges owed to the City.
Employment Related Health Care Services 9 RFP 53-23
STANDARD TERMS AND CONDITIONS
S.13 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the
Contractor executing this Agreement agrees to comply with public records law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.Callemvclearwater.com, 600
Cleveland Street, Suite 600, Clearwater, FL 33755.
The Contractor agrees to comply with the following:
a) Keep and maintain public records required by the City of Clearwater (hereinafter "public
agency" in this section) to perform the service being provided by the contractor hereunder.
b) Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as otherwise provided by law.
c) Ensure that the public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the contractor or keep and maintain public records required by the public agency
to perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
e) A request to inspect or copy public records relating to a public agency's contract for services
must be made directly to the public agency. If the public agency does not possess the
requested records, the public agency shall immediately notify the contractor of the request and
the contractor must provide the records to the public agency or allow the records to be
inspected or copied within a reasonable time.
f) The contractor hereby acknowledges and agrees that if the contractor does not comply with
the public agency's request for records, the public agency shall enforce the contract provisions
in accordance with the contract.
g)
A contractor who fails to provide the public records to the public agency within a reasonable
time may be subject to penalties under Section 119.10, Florida Statutes.
h) If a civil action is filed against a contractor to compel production of public records relating to a
public agency's contract for services, the court shall assess and award against the contractor
the reasonable costs of enforcement, including reasonable attorney fees, if:
1. The court determines that the contractor unlawfully refused to comply with the public
records request within a reasonable time; and
Employment Related Health Care Services 10 RFP 53-23
STANDARD TERMS AND CONDITIONS
2. At least eight (8) business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the contractor has not
complied with the request, to the public agency and to the contractor.
i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public
records and to the contractor at the contractor's address listed on its contract with the public
agency or to the contractor's registered agent. Such notices must be sent by common carrier
delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or
shipping paid by the sender and with evidence of delivery, which may be in an electronic format.
A Contractor who complies with a public records request within eight (8) business days after the
notice is sent is not liable for the reasonable costs of enforcement.
S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five
(5) years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the
Agreement. Contractor will permit such inspections and audits during normal business hours and
upon reasonable notice by the City. The audit of records may occur at Contractor's place of
business or at City offices, as determined by the City.
S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested
background checks of Contractor personnel who would perform services under the Agreement or
who will have access to the City's information, data, or facilities in accordance with the City's current
background check policies. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.
S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have
final authority, based on security reasons: (i) to determine when security clearance of Contractor
personnel is required; (ii) to determine the nature of the security clearance, up to and including
fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity
may provide services under this Agreement. If the City objects to any Contractor personnel for any
reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove
any such individual from performance of services under this Agreement.
S.17 DEFAULT.
a. A party will be in default if that party: (i) is or becomes insolvent or is a party to any voluntary
bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any
similar action that affects Contractor's capability to perform under the Agreement; (ii) is the
subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii)
conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out
any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred or suspended in
accordance with the Clearwater Code of Ordinances Section 2.565 or if Contractor is debarred
or suspended by another governmental entity.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may,
at its option and at any time, provide written notice to the defaulting party of the default. The
defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty
(30) day cure period may be extended by mutual agreement of the parties, but no cure period
may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably
calculated to provide notice of the nature and extent of such default. Failure of the non -
defaulting party to provide notice of the default does not waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
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STANDARD TERMS AND CONDITIONS
assurance of its intent and ability to perform. In the event that the demand is made and no
written assurance is given within five (5) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement.
S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:
a. The non -defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.
b. The City may purchase the services required under the Agreement from the open market,
complete required work itself, or have it completed at the expense of Contractor. If the cost of
obtaining substitute services exceeds the contract price, the City may recover the excess cost
by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance
due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv)
collection against liquidated damages (if applicable); or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes any and all,
fees, and expenses incurred in obtaining substitute services and expended in obtaining
reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and
costs.
c. The non -defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement at
its convenience, in part or in whole, upon thirty (30) calendar days' written notice.
S.21 TERMINATION FOR CONFLICT OF INTEREST. The City may cancel this Agreement after its
execution, without penalty or further obligation, if any person significantly involved in initiating,
securing, drafting, or creating the Agreement for the City becomes an employee or agent of
Contractor.
S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines, in its sole
discretion, that it does not have funds to meet its obligations under this Agreement, the City will
have the right to terminate the Agreement without penalty on the last day of the fiscal period for
which funds were legally available. In the event of such termination, the City agrees to provide
written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.
S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement,
Contractor will be entitled only to payment for those services performed up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.
S.25 INDEMNIFICATION/LIABILITY.
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a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement. If applicable, this paragraph shall be construed in
harmony with F. S. § 725.06.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor -provided
supplies or services.
d. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity,
to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes,
or be construed as consent by the City to be sued by third parties.
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman -like, and professional manner. The City's acceptance of service or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If any materials or
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at
no additional charge to the City, will provide materials or redo such services until in accordance
with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor
warrants that materials will be new, unused, of most current manufacture and not discontinued, will
be free of defects in materials and workmanship, will be provided in accordance with manufacturer's
standard warranty for at least one (1) year unless otherwise specified, and will perform in
accordance with manufacturer's published specifications. If applicable, this paragraph shall be
construed in harmony with F. S. § 725.06.
S.27 CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice
the City's right to recover against third parties for any loss, destruction, or damage to City property,
and will at the City's request and expense, furnish to the City reasonable assistance and
cooperation, including assistance in the prosecution or defense of suit and the execution of
instruments of assignment in favor of the City in obtaining recovery.
S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver
any specific amount of materials or services or any materials or services at all under this Agreement,
and acknowledges and agrees that the materials or services will be requested by the City on an as
needed basis at the sole discretion of the City. Any document referencing quantities or
performance frequencies represent the City's best estimate of current requirements, but will not
bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.
S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or
publicity without obtaining the prior written consent of the City.
S.31 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
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S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or
equipment incidental to providing these services and such Toss, injury, or destruction will not release
Contractor from any obligation hereunder.
S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real
property or damage or loss of City personal property when such property is the responsibility of or
in the custody of Contractor or its employees.
S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble, or
hindrance from Contractor or third parties.
S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
without limitation, at its expense defend the City against all claims asserted by any person that
anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action, or pay any settlement of such action or claim. Each party
agrees to notify the other promptly of any matters to which this provision may apply and to
cooperate with each other in connection with such defense or settlement. If a preliminary or final
judgment is obtained against the City's use or operation of the items provided by Contractor
hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense
and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for
the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having
at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less
reasonable usage, from the time of installation acceptance through cessation of use, which amount
will be calculated on a useful life not less than five (5) years, plus any additional costs the City may
incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as
a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits
set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by
third parties.
S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing
Administrator and/or an authorized representative from the using department. All questions
regarding this Agreement will be referred to the administrator for resolution. Supplements may be
written to this Agreement for the addition or deletion of services. Payment will be negotiated and
determined by the contract administrator(s).
S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will within five (5) calendar days of the unforeseeable circumstance
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
S.38 COOPERATIVE USE OF CONTRACT. This Agreement may be extended for use by other
municipalities, counties, school districts, and government agencies with the approval of Contractor.
Any such usage by other entities must be in accordance with the statutes, codes, ordinances,
charter and/or procurement rules and regulations of the respective government agency. Orders
placed by other agencies and payment thereof will be the sole responsibility of that agency. The
City is not responsible for any disputes arising out of transactions made by others.
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S.39 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Procurement Division.
S.40 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or
registered mail, postage prepaid; (iii) sent via electronic mail; (iv) sent via overnight courier; or (v)
sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery.
If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after
being deposited in the United States mail. If sent via electronic mail, overnight courier, or facsimile,
receipt will be deemed effective two (2) calendar days after the sending thereof.
S.41 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The
exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this
Agreement will be Pinellas County, Florida.
S.42 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.
S.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated in it.
S.44 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
S.45 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
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