HomeMy WebLinkAboutExhibitANNIE PEREZ, CPPO DANIEL J. ALFONSO
Chief Procurement Officer City Manager
CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES
CONTRACT
BETWEEN POLK COUNTY GOVERNMENT AND
LIFE EXTENSION CLINICS, INC. d/b/a LIFE SCAN WELLNESS CENTERS
The City of Miami (City) is accessing the above mentioned agreement to procure comprehensive
health physicals that focus on early detection and prevention for the Department of Fire Rescue. That
certain Agreement titled "Annual Firefighter Physicals Agreement" Contract between Polk County
Government and Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers, made and entered
effective as of August 1, 2013 is attached hereto and is incorporated by reference herein. This
supplement to the Services Contract between the Polk County Government and Life Extension
Clinics, Inc. d/b/a Life Scan Wellness Centers includes City of Miami legal requirements. The term of
this Agreement is as stated in Section 1.0 of the Polk County Government/Life Extension Clinics, Inc.,
d/b/a Life Scan Wellness Centers Agreement, which term is from April 24, 2016 to September 30,
2017. The Polk County Services Contract is attached hereto as Exhibit A and made a part hereof.
The effective date of access by the City of Miami is April 24, 2016.
a) Life Extension Clinics, Inc.' Responsibilities:
A. Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers has agreed to furnish the
services as further described in Polk County Governments RFP#13-407, as indicated in
Exhibit A, Scope of Services as attached.
B. Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers will provide the services to the
City in an amount equal to the costs identified in the Polk County Governments RFP#13-407,
Tab 10, titled Confidential Additional Information for Life Scan services.
C. Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers, responsibilities will commence
on the effective date of this agreement.
b) Indemnification:
A. Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers shall indemnify and save
harmless and defend the City, its agencies and instrumentalities such as its Community
Redevelopment Agency, trustees, elected and appointed officials, agents, servants and
employees from and against any claim, demand or cause of action( in this Section collectively
referred to as the "City") of whatsoever kind or nature arising out of error, omission, mistake,
or negligent or careless act or failure to act of Life Extension Clinics, Inc., its agents, servants
or employees in the performance of its obligations pursuant to this Agreement, and/or of Life
Extension. Clinics, Inc., d/b/a Life Scan Wellness Centers failure to comply with any
applicable federal, state , county or city law, rule or regulation applicable to Life Extension
Clinics, Inc.' responsibilities under this Agreement including without limitation Consumer ,
Debtor/ Creditor , Credit Reporting and/or Mortgage Laws, Rules or Regulations, and / or
its performance of this Agreement . This indemnity, hold harmless and duty to defend is
equally applicable to for all costs, losses and expenses, including but not limited to, damages
to persons or property, judgments, reasonable attorney's fees, paralegal expenses, and court
costs at both the administrative, regulatory , trial and appellate levels arising out of or in
connection with the operationspermitted under this Agreement.
B. The parties recognize that various provisions of this Agreement, including but not necessarily
limited to this Section, provide for indemnification by Life Extension Clinics, Inc. d/b/a Life
Scan Wellness Centers and requires a specific consideration be given therefore. The parties
therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby
acknowledged, is the specific consideration for such indemnities, and the providing of such
indemnities is deemed to be part of the specifications with respect to the services to be
provided by Life Extension Clinics, Inc.. Furthermore, the parties understand and agree that
the covenants and representations relating to this indemnification provision shall serve the
term of this Agreement and continue in full force and effect as to the Life Extension Clinics,
Inc.' responsibility to indemnify the City, will survive the cancellation or expiration of this
Agreement, as applicable. Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers will
indemnify, defend, and hold City, harmless for any negligent acts of Life Extension Clinics,
Inc., d/b/a Life Scan Wellness Centers or for any violation of any intellectual property laws,
intellectual property rights, contracts or, rules, regulations, or statutes.
c) Audit And Inspection Rights And Retention Of Records:
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers hereby agrees and understands
that the public shall have access, at all reasonable times, to all documents and information
pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific
exemptions there from, and Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers agrees
to allow access by the City and the public to all documents subject to disclosure under applicable
law unless there is a specific exemption from such access. Life Extension Clinics, Inc.' d/b/a Life
Scan Wellness Centers failure or refusal to comply with the provisions of this section shall result
in immediate termination of Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers by the
City,
Pursuant to the provisions of Section 119.0701, Florida Statutes, Life Extensions Clinic, Inc.
d/b/a Life Scan Wellness Centers must comply with the Florida Public Records Laws, specifically
Life Extensions Clinic, Inc. d/b/a Life Scan Wellness Centers must:
1) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
2) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law.
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law.
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4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of Life Extension Clinics, Inc.
d/b/a Life Scan Wellness Centers upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements.
5) All records stored electronically must be provided to the City in a format
compatible with the information technology systems of the public agency.
The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being
incorporated by reference herein and additionally apply to this Agreement.
d) Independent Contractor:
This Agreement does not create an employee/employer relationship between the parties. It is
the express intent of the parties that Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers
is an independent. Contractor under this Agreement and not the City's employee for all purposes,
including but not limited to, the application of the Fair Labor Standards Act minimum wage and
overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers
Compensation Act, any benefits under the City Pension Ordinances, and the State
unemployment insurance law. Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers shall
retain sole and absolute discretion in the judgment of the manner and means of carrying out Life
Extension Clinics, Inc.' activities and responsibilities hereunder. Life Extension Clinics, Inc. d/b/a
Life Scan Wellness Centers agrees that it is a separate and independent enterprise from the
City, that it has full opportunity to find other business, that it make its own investment in its
business, and that it will utilize a high level of skill necessary to perform the work.
This Agreement shall not be construed as creating any joint employment relationship, joint
venture partnership or other affiliated entity status between Life Extension Clinics, Inc., d/b/a Life
Scan Wellness Centers and the City and the City will not be liable for any obligation incurred by
Life Extension Clinics, Inc., including but not limited to unpaid minimum wages and/or overtime
premiums.
In this regard the City is not responsible for any debts, defaults, acts or omissions of Life
Extension Clinics, Inc. d/b/a Life Scan Wellness Centers or its officials, agents, servants and
employees.
e) Notices:
TO THE CITY:
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
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Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
TO LIFE EXTENSION CLINICS, INC. d/b/a LIFE SCAN WELLNESS CENTERS:
Life Extension Clinics, Inc.
1011 N. Macdill Avenue
Tampa, FL 33607
Attn.: Patricia Johnson, CEO
f) Applicable Law, Venue and Attorney's Fees:
0)
This Agreement with the City of Miami will be governed by and construed under the laws of the
State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings
between Champions and the City of Miami will be in a court of competent jurisdiction located in
Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees.
Laws and Ordinances
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers shall be responsible to follow and
observe all applicable laws, rules, regulations and ordinances of the City, County, State, Federal
governments or other public agencies having jurisdiction over the subject matter of this
Agreement relating to the activities, undertakings and operations being conducted pursuant to
this Agreement.
h) Equal Employment Opportunity:
In the performance of this Agreement, Life Extension Clinics, Inc., d/b/a Life Scan Wellness
Centers shall- not discriminate against any firm, employee or applicant for employment or any
other firm or individual in providing services because of sex, age, race, color, religion, ancestry,
disability, or national origin.
i) Insurance:
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers shall provide and maintain in force
at all times ' during the Agreement with the City, such insurance, including Workers'
Compensation and Employer's Liability Insurance, Comprehensive General Liability Insurance,
Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection
contained in the foregoing indemnification undertaken by Life Extension Clinics, Inc..
A. Workers' Compensation subject to Statutory limits for the State of Florida with $100,000
Employers Liability.
B. Commercial General Liability Insurance with limits of no less than $1,000,000.00 per
occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, including
death, and property damage. The certificate of insurance shall insure exposures arising out
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j)
of premises and operations, products and completed operations, personal injury and
advertising liability, and include coverage for contingent and contractual exposures. This
insurance shall be written on a primary and non-contributory wording, and shall list the City
of Miami as an additional insured.
C. Business Auto Liability protecting against bodily injury and property damage arising out of
operation, maintenance or use of any auto, including owned, non -owned and hired
automobiles exposures, with limits of not Tess than $1,000,000.00 per accident. The City
shall appear listed as an additional insured on this coverage.
D. Professional Liability/Errors and Omissions Insurance with limits of liability provided by such
policy of no less than $1,000,000.00 per claim, $2,000,000 policy aggregate including retro
date coverage.
E. Medical Professional Liability. $1,000,000.00 per claim, $2,000,000.00 aggregate on a per
policy year on a claims made basis for bodily injuries, death, and personal injury resulting
from any one occurrence. The occurrence date shall be retroactive to the date of the contract.
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers Consultants shall be covered
for any errors or omissions they may make in providing Services to firefighters.
F. A Certificate of Insurance acceptable to the CITY shall be provided listing the above
coverages and providing 30 days prior written notice to the CITY in the case of cancellation.
The CITY shall be named as an additional insured on all liabilities, except professional liability
and workers' compensation coverage. A copy of the certificate shall be mailed to the CITY's
Risk Management Department at the time Life Extension Clinics, Inc., d/b/a Life Scan
Wellness Centers executes this Agreement.
Cancellation for Convenience:
The City, acting by and through its City Manager, shall have the right to terminate this
Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Life
Extension Clinics, Inc., d/b/a Life Scan Wellness Centers at least thirty (30) calendar days prior
to the effective date of such termination. In such event, the City shall pay to Life Extension
Clinics, Inc., d/b/a Life Scan Wellness Centers compensation for Services rendered and
approved expenses incurred prior to the effective date of termination. In no event shall the City
be liable to Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers for any additional
compensation and expenses incurred, other than that provided herein, and in no event shall the
City be liable for any consequential or incidental damages. Life Extension Clinics, Inc., d/b/a Life
Scan Wellness Centers shall have no recourse or remedy against the City for a termination
under this subsection except for payment of fees due prior to the effective date of termination.
k) Assignment:
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers was selected for these services
due to their particular and unique experience in the subject matter of this Agreement which
Agreement is not freely assignable or transferable. This Agreement shall not be assigned, sold,
transferred, or otherwise sold, by Life Extension Clinics, Inc., in whole or in part, and Life
Extension Clinics, Inc. d/b/a Life Scan Wellness Centers shall not assign any part of its
operations, without the prior written consent of the City Manager, which may be denied, withheld
or conditioned, in the City's sole discretion through the City Manager. Life Extension Clinics,
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Inc. d/b/a Life Scan Wellness Centers shall have no recourse from the City Manager's refusal to
approve this Assignment, other than to cancel the Agreement in the manner provided by
subsection (k) above.
I) Mediation :
These parties may, at their discretion, agree in writing to resolve any dispute between them
arising under this Agreement by submitting such dispute to non —binding mediation by a certified
mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The
decision of the mediator shall not be binding.
m) Contingency Clause:
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable
laws, city programs or policies , or regulations, upon thirty (30) days written notice.
n) Force Majeure:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority,
fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic,
riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the
event that either party is delayed in the performance of any act or obligation pursuant to or
required by the Agreement by reason of a Force Majeure Event, the time for required completion
of such act or obligation shall be extended by the number of days equal to the total number of
days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking
delay in performance shall give notice to the other party specifying the anticipated duration of
the delay, and if such delay shall extend beyond the duration specified in such notice, additional
notice shall be repeated no less than monthly so long as such delay due to a Force Majeure
Event continues. Any party seeking delay in performance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing such delay and shall cooperate with the other
party to overcome any delay that has resulted.
o) City Not Liable for Delavj
p)
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers hereby understands and agrees
that in no event shall the City be liable for, or responsible to Life Extension Clinics, Inc., d/b/a
Life Scan Wellness Centers or any subcontractor, or to any other person, firm, or entity for or on
account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever
related thereto, because of any injunction or other legal or equitable proceedings or on account
of any delay(s) for any cause over which the City has no control.
Use of Name:
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers understands and agrees that the
City is not engaged in research for advertising, sales promotion, or other publicity purposes. Life
Extension Clinics, Inc., d/b/a Life Scan Wellness Centers is allowed, within the limited scope of
normal and customary marketing and promotion of its work, to use the general results of this
project and the name of the City. Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers
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q)
agrees to protect any confidential information provided by the City and will not release
information of a specific nature without prior written consent of the City Manager or the City
Commission.
No Conflict of Interest:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of
interest, Champions hereby certifies to the City that no individual member of Life Extension
Clinics, Inc., no employee, and no subcontractors under this Agreement or any immediate family
member of any of the same is also a member of any board, commission, or agency of the City.
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers hereby represents and warrants
to the City that throughout the term of this Agreement, Contractor, its employees, and its
subcontractors will abide by this prohibition of the City Code.
r) No Third -Party Beneficiary:
No persons other than Life Extension Clinics, .Inc., d/b/a Life Scan Wellness Centers and the
City (and their successors and assigns) shall have any rights whatsoever under this Agreement.
s) Survival:
All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or
earlier termination of this Agreement shall survive such expiration or earlier termination.
t) Truth -in -Negotiation Certification, Representation and Warranty:
Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers hereby certifies, represents and
warrants to the City that on the date of Contractor's execution of this Agreement, and so long as
this Agreement shall remain in full force and effect, the wage rates and other factual unit costs
supporting the compensation to Life Extension Clinics, Inc., d/b/a Life Scan Wellness Centers
under this Agreement are and will continue to be accurate, complete, and current. Life Extension
Clinics, Inc., d/b/a Life Scan Wellness Centers understands, agrees and acknowledges that the
City shall adjust the amount of the compensation and any additions thereto to exclude any
significant sums by which the City determines the contract price of compensation hereunder was
increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs.
All such contract adjustments shall be made within one (1) year of the end of this Agreement,
whether naturally expiring or earlier terminated pursuant to the provisions hereof.
u) Counterparts:
This Agreement may be executed in three or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
Life Extension Clinics, Inc.: CITY OF MIAMI, a municipal corporation:
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BY:
DATE:
ATTEST:
Patricia J
on, CEO
(
BY:
Daniel J. Alfonso, City Manager
DATE:
Corporate Secretary/Notary Public ATTEST:
Corporate Seal/Notary Seal
DAVID A. CASTELLI
NOTARY PUBLIC
STATE OF FLORIDA
- Comm* EE841412
Expires 1O/W2016
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
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