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Res No. 15-19 RESOLUTION No , 15-19 A EISO .F;TRYN OF TIFF (:"T FN.,. OF DURAY BF".A(I-11„ H2OR.IDA, APPROVING AN AC1Ftld,ENII', "y`"WF°CH LIFE'F ,11",llNSION CLINICS, INC. /B/A. .UFE SC.',A—N 'E11,NF?SS CF°l ":l.F."RS FOR FFFALTII SC"R.EE,NI G P11YSF:C:'rel S; NUTHORIZINGTHE C.„F"yY NI AN A.GF". 1°C:> DATE; AND FOR OTHP'R PURPOSES. XXJ FF°;l(l AS,they City of Delray Beach (d6( lt:y") is authorized to enter into agreements to pro-vide servlceus, pno 'n.amn:nnirrn l and products in accordaric e with As C11narteun,,and X, '1F9 IREI S,the City requires health screening n.ing physicals for the purpose a ufmai,untalun:wl.uuy(employee health and ,wellbeirig;- and V111u.10'!"` S,the(,,1q desires lo enter into an alyu°eer n.e nt with Life e F teMunsi unn(".lunicros,'Funs:.d/b/a Life Scan. ' Vllnness C e ntens;and XVI FF°°F�EIA.S, the Cate, C'OT.M.uun.issio n deeunnnas approval of" this resolution. to b in the lest interest of the lie-Atli, safeµt . suu.-nd welfare ofthe residents and citizens of the� . u � � w t:Fnc t;at:;y oF'F)el.nay* Beach and the huu:uFulFc,at l.anc:. NOW', °l1FF:F �,T' RE', BE, 11" 01MAINFA) BY 'l.'FFE CITY C:(yyvFMNSI.ON OF 1FFF-1'. (rF.TY OfF `fie,cttcu�t..: '1Il. heM foregoing recitals arc hereby affi un.ed and ratified. Section n 2,a. "aha:C:aty C":cu umissicm o t�h City c�F 1")el.nt�y Beach has nes:viewed an d hereby�approves this Agreement between the City and Life F.me*rrnsaaaan C"l.aunac s,Inc::. cF/ln/uu ljf'C;Scan W"ellcn.esss C:'e nte:^rs,which as attached to this Resolutiortas Exhibit ibit "A ac.ta nn a The Gq Commission mission au.uthoriz s the C"aty Manager to execute the Agreement and any amendments ndmennts :and/or renewals thereto and take army, other actions necessary to effeCluate this Agreerrie nt. Secttcn . Fns Resolutionslial.l beesnneeFec ttucu. arrea1 tely FYcnnadop (:.... regular,u.lar session on th , eluut 1�.1�.�ro4Fu.F:) 1y�1"l: ADOPT1,"ly in or 20M V1 F.ST Shelly rcnit Lti or Fu.t nra a::wFuuusa:;n „C ate! CiF rk tFn ucF legal sufficiency: cy: -u Fc n c u .. ...._ .. ................ _............. C"lt"y City of DeVry Beach P2019-001 Agreement Hea th cr ruun„g Physicals Exhibit A to Re aQ)dutio n No. 15-19 MASTER CONTRACTOR/SERVICES THIS AGREEMENT is made by and between the City of Delray Beach, a Florida municipal corporation (hereinafter referred to as "City") wrmse address is 100 NW 1st Avenue,e, t lr y Beach, FL 33444 and Life tension Cliinics, Inc.. d/b/a life Scan W0ness irut r , a RondaCorporation (hereinafter referred to as "Contra ctor")„ whose address i 1011 Porth MacDfll Avenue, Tar-nt,) g Ronda 33607, this mm u ... day of _.w� :�� .::.��4 _m 20®_. . WHEREAS, the City desires to procure health screening phy u l o arid WHEREAS, the unity desires to procure these goods and services from Contractor, util0rng existing contract prices„ terms, and conditions provided to the City of JacksoriviUle, pursuant to its solicitation number r P-05-1 , for health screening phy is U ; and in accordance with solicitation number P-05-18, the City of 3 cksonvflllc entered into rn .-year° agreeryient with Contractor for goods and services effective arch 2, 2018 through March 1, 2019, with the option to renew for an addifional three care-year periods- and the City desires to purchase goods and services from Contractor cern the same terms, conditions, and pricing provided under s licit tion number -05-13g subject to the terms and conditions of this Agreemernt, the City's Purchasing ordirn nc , and Florida law; and the Contractor agrees to extend the terms, conditions, and pricing of solicitation number P-05-18 to the City, sunt,)j ct to the terms and conditions cif this Agreement. NOW, THEREFORE, in r,o n id r do n of the rnuntu al prornises contained herein and other good and valuable consideration of which the parties hereto acknowUedge, the parties agree s follows- 1 oll ws-1 The above recitals are true and correct and are incorporated Therein by reference. 2 The Contractor shall provide to the City health screening physicals for the City, in accordance with and pursuant, to the sears terms, conditions, avid pricing of solicitation number P-05-18, precured by the pity of J cks nvillU . 3 This Agreement is in full force and effect upon full execution by the City and sha l terminate on March 2„ 20°1 g, unless the City of JacksonvflUe exercises its option to renew. Upori proper execution of a renewal period by the City of 3 ckscnvilU , this Agreement will automatically renew. City of Delray Beach P2019-001 Agreement i l aCth Screening Physicals Exhibit A to Resolution No. 15-19 The it:y, at its solIe discretion, reserves the right to terry,flnate this Agreement with or without cause im mn du t 9y upon providing written notice to Contractor, Upon receipt of such notice, the Contractor shaH not incur any additional costs under the Agreement. The City shape the liable only -f r reasonable costs incurred by Contractor prior to the date of the nofice of termination. The City shall be the solie judge of"reasonable costs." The Contactor for c rtui S that the price and rate represents the lowest price and rate for the products and services of any contract b t rn the Contractor rnd any rather governmental entity within the State of Florida. The Contractor shall indemnify rnd hold harmless the City and its officers, imply „ g rnt , and instrumentalities fromany anafl uu t�uputy„ los or damages, including attorney's fees and costs of defense, which the City or its officers„ emppoyees, agents, or instrumentalities rmn y incur as a result of claims, d irn rnds, suits, causes of actions, or proceedings of any kind or mature ansmg out of, relating tea, or resulting fro mn the performance of the gr e ment by the o ntr ctor or its employees, agents, servants, p .rtrn r , principals, or subcontractors. rhe o ntr ctor shall piny all claims rnd Mosses in connection therewith, and shalll investigate arnd defend aIle cll urmns, suits, or actions of any knd or nature in the name of the City, where pppuc N , orncuuMudung appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may be incurred tlh r o n. The Contractor expressly understands and agrees that any insurance protection required pray thus Agreement or otherwise proM d by the ontr ctor shah in no ray firnrnut the responsibility t indemnify, keep and Save h rrmnl ss, and defend tlh City or its officers, employees, agents, and instrumentaRies as herein provided the obligations of this S ctuorn shall survive the term of this Agreement. "I Whenever either Party desires to give notice to the other, Such notice must be in writing, Brut by certified U nA d States Naini postage prepaid, return receipt requested, or seat by commercial express carrier with ack noM dg rnrn rnt of delivery, r by hand delivery with a request for a written receipt of ack noW dgme nt of d fiv ry„ addressed to the party ,for, whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein urntil changed in writing in the manner provided in this section. For the present, the Parties d Sugrnat lh following: For CIITY: City of Dekay Beach 100 N.W. 1 t . v irn u.0 IDOray Beach„ Florida 33444 ttrn: City Manager City of l)e1ray Beach P2019 001 Agreement l lealth Screening Physicals Exhibit A to Resdution No 15....19 With a copy to: City of Delray Beach 100 N.W. 1 st Avenue Delray Beach, Rorida 33444 Attn: City Attorney IFor CONTRACTOR Life. Scan Welliness Centers 1011 North MacDM Avenue Tampa, Ho rida 33607 Attn: Patricia Johnson, CEO 8 Neither this Agreement nor any rglint or interest herein shaH be assigned, transfe.rred, or encumbered without. the written consent of the other Party. 9 Fhls Agreement shaH be on in accordance with the City of Delray Beach's Code of Ordinances and the Paws of the State of Rorida. Any dispute reWing to this Agreement shaill only be filed in a court. of competent jurisdiction in Pallirn Beach County, Florida, and each of the parfies to this Agreement submits itself to the jurisdiction of such court and each party shaH The Ire sponsibPe for its own attorney's fees and costs. 10 IF rHE CON rRACTOR HAS QUESTIONS REGARDING TI iE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. ISS' AVE., DELRAY BEACH FLORIDA. THE CITY CLERKS OFFICE MAY BE CONTACTED BY PHONE AT 561-243-7050 OR VIA EMAIL AT' CUlT"YCLE.fK!�@�MYDELIIRAYBEACI LCOM. ............ I.,............-1................... a. Contractor shaH cornjpy with pubk records laws, sped llcaHy 'to: L Keep and maintain pubfic records required by the City to perform the service, ii. Upon request frorn the City's custodian of public records, provide the Dty with a copy of the requested records or aHow the records to The inspected or op led within a reasonable time at a cost that does not exceed the cost provided in Florida Statute or as otherwise provided by law. iii. Ensure that public records that are exempt or confidenfiaP and exempt from pubk records disclosure requirements are not 6scllosed except as authorized by law for the duration of the Agreement term and followlirig cornpefion of the Agreernent if the Contractor does not transfer the records to -the City. City of Delray Beach P2019-001 Agreement Health Screening Physicals Exhibit A to Recd tion INN. 15-19 iv. Upon conrlpi ti n of the Agreement, transfer, at no cost, 'to the City aH puNi records in possession of the Contractor or keep and maintain puNic records required by the City to perform 'th service. If the Contractor 'transfers 0 puu llic records to the Coity upon cornppefion of the Agreement, the Contractor shall destroy any dup1licate puNic records that are exempt or confidentiap and exempt from public records discposure requirements. pf the Corltractor keeps and maintains pubfic records upon n ormnpp tiio n of the Agreement, the Contractor shaR unset alll applicaWe requirements for retaining puub i records. AR records stored eiectironicaHy must The provided to the City, upon request fr m the City's custodian of pubfic records, in a format that i omp tiNe with the information t chin ogy systerns oftheCity. T pf the Contractor dove not compiy withthis section, the City shaH enforce the contract provisions in accordance with the contract and may u,urnill ter Hy me i phis contract in accordance with state paw. 12 Contractor is aware that the Inspector rn r p of Paprn Beach County has the authority to investigate arnd audit matters r Wirng .t the negotiation and performance of this contract rnd may demand rnd obtain records and testimony fr rmn Contractor and its subcontractors and io w r tier subcontractors. Contractor uurnd rst rnd rnd agrees that in addition to app gather remedies arnd consequences provided by paw, the falUre of Contractor Jnr, its subcontractors and io w it tier subcontractor's to f0y cooperate with the p n pest r Gen it i when requested may be deemed day than City to The a m t r4 breach of this Agreement justifying its termination. 13 The continuation of this Agreement beyond the end of any Eo c p year shaH be Subject to both the appropriation and the avaflabifty of funds in accordance with Florida paw, 14 the documents listed bepo w are a part of thAgreement and are hereby incorporated by reference. B n the event of inconsistency between the documents, uMuN otherwise provided herein, the t rrmn of the foHo wirng documents eats dill govern in the foll o wirng carder of precedence: . Terms rnd conditions as contained iirn this Agreement, b. "Terms rnd Con6tions ofthe City of JacksonviHe sofi6tation number P-05 18. c. Contractor's response to soficitation number P-05-18 and any subsequent information submitted by Contractor during the evaWtion and negotiation process. [Rermn iirnd r of page irnt rutionaHy p ft Na nk] City of Detlray Beach P2019-001 Agreement Health Screening Phy»ucWs Exhibit A to Resdutiorn No. 15-19 IN WITNESS WHEREOF, the City and the Contractor casted this Agreement as of the day and year first above written. ATTEST: CFI-Y CII= Fm1...RAY BEACH 4.tty 00/ I_ �ny.Kat rru Johnsoerlk Mark R. I ,za r, City � ger Approved to farm and Begat/ sufficiency-. w „ ..... .......-- - --------------- City Aft CONTRAGT0 By' ................_.. P61 Nam,. TnfB o (SEAL) STATE OF FILO RDA COUNTY OF The f� fore m this ,....� foregoinginstrumentday r� B a g m f officer re agent, tut8 , � :... . . .... officer rage t), f _ .. .._.. ��. ._°��_.���� (name f corporation kinWon ), ...__...._._m...._.........._....... (state or jpBace of inc rpor on) corporation, on I ehallf of the corporation. He J She is perso 0y known to owe or has produced f� � identification) as idenfification. /4 Notary r ��wPubfic— t8�r ,._..�.�..