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CONTRACT #C2580

AMENDMENT #1

Page 1 of 6

CONTRACT AMENDMENT BETWEEN

THE FLORIDA DEPARTMENT OF CORRECTIONS

AND

CSC OF CENTRAL FLORIDA, INC.

This is an Amendment to the Contract between the Florida Department of Corrections (Department) andCSC of Central Florida, Inc. (Contractor) to provide medical and dental equipment repair and maintenanceservices.

This Amendment:

Revises Section entitled WITNESSETH, fourth paragraph; Revises Section II., A., General Service Description/Purpose; Revises Section II., B., Rules and Regulations, #1;

Revises Section II., F., 1., Preventative Maintenance Services/Inspections; Revises Section II., F., 2., Repair Services; Revises Section II., G., Parts and Parts Warranty, #3; Revises Section II., I., 1., General Administrative Requirements, b.; Revises Section II., I., 2., Contractor Key Staff Administrative Positions and Responsibilities, a.; Revises Section II., J., Contractor Performance, first paragraph; Revises Section II., J., 1., Performance Outcomes and Standards, b.; and Revises Section III., A., Payment.

Original contract period: November 6, 2009 through November 5, 2012

In accordance with Section V., CONTRACT MODIFICATION; the following changes are hereby made:

1. Section entitled WITNESSETH, fourth paragraph, is hereby revised to read:Whereas, the Contractor is a qualified and willing participant with the Department to provide medicaland dental equipment repair and maintenance services.

2. Section II., A., General Service Description/Purpose, is hereby revised to read:The Contractor shall provide medical and dental equipment repair and maintenance as requested by theDepartment. These services shall be delivered on-site, within the Departments institutions, between thehours of 8:00 am and 5:00 pm local time, Monday through Friday, excluding State holidays, except incase of an emergency.

3. Section II., B., Rules and Regulations, #1, is hereby revised to read:II. B. Rules and Regulations

1. The Contractor shall provide all medical and dental equipment repair andmaintenance services in accordance with all applicable state and federal laws, rulesand regulations, Department of Corrections rules, and procedures. The Contractor

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shall comply with the provisions of this contract and amendments thereto, and shallact in good faith in the performance of all contract provisions. All such laws, rulesand regulations, current and/or as revised, are incorporated herein by reference andmade a part of this contract. The Contractor and the Department shall workcooperatively to ensure service delivery in complete compliance with all suchrequirements. The Department will provide the Contractor with access to allapplicable Department rules and regulations. The Department will inform theContractor of any regulatory or operational changes impacting the delivery ofservices to be provided pursuant to this Contract.

4. Section II., F., 1., Preventative Maintenance Services/Inspections, is hereby revised to read:II. F. 1. Preventative Maintenance Services/Inspections

The Contractors qualified technician shall perform annual preventativemaintenance services/inspections on medical and dental equipment that is listed onthe contract years end inventory, in accordance with the schedule provided by

Contract Manager or designee. The Contractor shall provide, at least every othermonth, preventative maintenance and inspection to medical equipment acquiredafter the contract years end inventory, at the Reception and Medical Center (RMC).The Contractor shall provide a preventative maintenance services/inspection reportat the completion of each inspection to the Health Service Administrator ordesignee. Preventative maintenance services/inspections shall include, but is notlimited to, inspection, cleaning, lubrication, hardware tightening and replacement;alignment adjustments, evaluation of needed repairs, detection of potential problemsand improper usage.

5. Section II., F., 2., Repair Services, is hereby revised to read:II. F. 2. Repair Services

The Contractor shall provide repair on older, or out of warranty medical and dentalequipment. Medical equipment includes, but is not limited to, nebulizers, examtables, incubators, respirators, EKGs, monitors, and otoscopes, includingequipment added during the term of the Contract, on an as needed basis. Dentalequipment includes central suction, central pressure, dental chair system, andautoclaves.

Repair services shall consist of, but is not be limited to, labor, repair and/orreplacement of parts, technical support, and materials, and transportation andshipping, of the Departments medical and dental equipment received or delivered

by the institution and/or facility in need of repair. This service shall also includeadditional cleaning, inspection, lubrication, calibrations, hardware tightening andreplacement, alignment adjustments of equipment being repaired. The Contractorshall inspect all medical and dental equipment repaired for safety and proper use toensure a fully operational and functional unit when repairs are complete.

The Contractor shall charge the Department the hourly rate for repair services, plusthe cost of parts (at the specified rate above Contractors cost) as applicable. All

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parts installed shall be in accordance with Section II., G., Parts and Parts Warrantyof this Contract.

The Contractor shall comply with the following:

a. Turnaround Time

1. Medical and dental equipment identified as non-critical shall have aturnaround time of five (5) to seven (7) business days, after estimateapproval; or

2. Medical and dental equipment identified as critical shall have a turnaroundtime of seventy-two (72) hours.

Any delays must be confirmed and approved in writing by the Health ServiceAdministrator or designee. All services shall be provided as determinednecessary by the facility and/or manufacturer standards.

b. Shipping Program

For small or portable medical and/or dental equipment needing repair, theContractor shall establish a shipping program, in lieu of making an on-siterepair visit. The Contractor shall provide a supply of shipping containers, alongwith packing material to prevent further damage. The Contractor shall prepayshipping and insurance charges by providing the Department the Contractorsshipping carrier account number. All such medical and/or dental equipmentshall be forwarded using the next business day shipping option.

c. Fixed Medical and Dental Equipment

The Contractor shall dispatch a qualified service technician to the Departmentsinstitution or facility before the end of the next working day followingnotification of an equipment problem with fixed medical and/or dentalequipment. If possible, the medical and/or dental equipment shall be repairedimmediately. If parts must be ordered or the medical and/or dental equipmentmust be taken off-site, the Contractor shall have the medical and/or dentalequipment in place and working properly in accordance with Section II., F., 2.,a., as applicable, after the initial notification of said problem.

d. Repair Cost

If any repair cost exceeds five hundred dollars ($500.00) or 50% of the currentreplacement value of the item, the Contractor shall obtain prior written approvalfrom Health Service Administrator or designee, prior to proceeding with therepair. Value is determined by the hourly rate plus parts (parts are reimbursedaccording to Section III., A., of the Contract.)

Upon completion of any repairs and return of medical and/or dental equipmentto operational status, the Contractor shall provide a repair ticket to the Health

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Service Administrator or designee, indicating work performed and replacementparts used for the repairs.

If the Contractor is required to correct or re-perform services, it shall be at nocost to the Department and any services corrected or re-performed by theContractor shall be subject to the same performance requirements as workinitially performed. If the Contractor fails or refuses to correct or re-perform tothe Departments satisfaction, the Department may correct or replace withsimilar services and charge to the Contractor the costs incurred by theDepartment.

6. Section II., G., Parts and Parts Warranty, #3, is hereby revised to read:II. G. Parts and Parts Warranty

3. The Contractor shall maintain a minimal inventory of parts sufficient formaintenance and repair of medical and/or dental equipment at the service repair

facility(ies).

7. Section II., I., 1., General Administrative Requirements, b., is hereby revised to read:II. I. 1. General Administrative Requirements

b. The Contractors staff shall be fully trained and certified to performmaintenance and repair of the equipment specified in this contract. Acceptableproof of certification shall consist of either a certificate from a nationallyrecognized medical and dental instrumentation repair program or trainingcertificates from a medical equipment manufacturer. This certification shall beprovided to the Contract Manager or designee.

8. Section II., I., 2., Contractor Key Staff Administrative Positions and Responsibilities, a., is herebyrevised to read:

II. I. 2. Contractor Key Staff Administrative Positions and Responsibilities

a. Chief Executive Officer (or equivalent title) - The Chief Executive Officer isthe highest ranking officer in the Contractors company or organization. TheCEO shall have a minimum of one (1) years experience as CEO or comparableposition of a corporation regularly engaged in the provision of medical anddental equipment repair and maintenance services, or similar business ventures.

9. Section II., J., Contractor Performance, first paragraph, is hereby revised to read:II. J. Contractor Performance

The Department desires to contract with a provider who clearly demonstrates itswillingness to be held accountable for its performance in successfully delivering medicaland dental equipment repair and maintenance services under a resultant contract.Therefore, the Department has developed the following Performance Outcomes,

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Measures, and Standards and Other Contract Requirements categories which shall be usedto determine Contractors level of compliance with contract terms and conditions.

10.Section II., J., 1., Performance Outcomes and Standards, b., is hereby revised to read:II. J. 1. Performance Outcomes and Standards

b. Outcome: Repair Services, as per Section II., F., 2., shall be completed onolder or out of warranty medical and dental equipment of saidrequest.

Measure: The date the Health Service Administrator or designee submitted therequested compared to the date of completion in accordancewith Section II., F., 2., a)., as applicable.

Standard: Ninety-five percent (95%) of all Repair Services shall be completedin accordance with Section II., F., 2., a)., as applicable.

11.Section III., A., Payment, is hereby revised to read:III. A. Payment

The Department will compensate the Contractor for services as specified in Section II,Scope of Service, as delineated below:

MEDICAL EQUIPMENT

LOCATION

ANNUALPREVENTATIVEMAINTENANCE

SERVICE/INSPECTIONFEE FOR EQUPMENT

LISTED ON THECONTRACT YEARS

END INVENTORY

HOURLYPREVENTATIVEMAINTENANCE

SERVICE/INSPECTIONFEE FOR EQUIPMENT

ACQUIRED AFTER THECONTRACT YEARS

END INVENTORY

REPAIRSERVICEHOURLY

RATE

EMERGENCY/AFTERHOURS/FORCE

MAJEURE REPAIR

SERVICE HOURLYRATE

Region I $9,500.00 - $90.00 $135.00Region II $12,350.00 - $90.00 $135.00Region III $5,700.00 - $90.00 $135.00Region IV $7,600.00 - $90.00 $135.00

RMC $9,500.00 $90.00 $90.00 $135.00Parts: Rate AboveContractor Cost

10%

DENTAL EQUIPMENT

LOCATION

ANNUAL PREVENTATIVEMAINTENANCE

SERVICE/INSPECTION FEEFOR EQUPMENT LISTED ON

THE CONTRACT YEARSEND INVENTORY

REPAIR SERVICEHOURLY RATE

EMERGENCY/AFTER

HOURS/FORCE MAJEUREREPAIR SERVICE HOURLY

RATE

Region I $17,040.00 $90.00 $135.00Region II $16,370.00 $90.00 $135.00Region III $12,500.00 $90.00 $135.00Region IV $12,420.00 $90.00 $135.00

RMC $2,020.00 $90.00 $135.00Parts: Rate AboveContractor Cost

10%

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Page 1 of 32MODEL DOCUMENT REVISED 09/10/08

CONTRACT BETWEEN

THE FLORIDA DEPARTMENT OF CORRECTIONS

AND

CSC OF CENTRAL FLORIDA, INC.

This Contract is between the Florida Department of Corrections ("Department") and CSC of Central Florida,Inc.("Contractor") which are the parties hereto.

WITNESSETH

Whereas, the Department is responsible for the inmates and for the operation of, and supervisory andprotective care, custody and control of, all buildings, grounds, property and matters connected with thecorrectional system in accordance with Section 945.04, Florida Statutes;

Whereas, it is necessary that budget resources be allocated effectively;

Whereas, this Contract is entered into pursuant to ITB# 08-DC-8089 authorized pursuant to Section 287.057(1)(a), Florida Statutes; and

Whereas, the Contractor is a qualified and willing participant with the Department to provide medicalequipment repair and maintenance services.

Therefore, in consideration of the mutual benefits to be derived hereby, the Department and the Contractordo hereby agree as follows:

I. CONTRACT TERM AND RENEWALA. Contract Term

This Contract shall begin on November 6, 2009, or the date on which it is signed by bothparties, whichever is later, and shall end at midnight on November 5, 2012. In the event thisContract is signed by the parties on different dates, the latter date shall control.

This Contract is in its initial term.

B. Contract RenewalThe Department has the option to renew this Contract for one (1) additional three (3) yearperiod after the initial Contract period upon the same terms and conditions contained herein

and at the renewal prices indicated in Section III, Compensation. Exercise of the renewaloption is at the Departments sole discretion and shall be conditioned, at a minimum, on theContractors performance of this Contract and subject to the availability of funds. TheDepartment, if it desires to exercise its renewal option, will provide written notice to theContractor no later than thirty (30) days prior to the Contract expiration date. The renewalterm shall be considered separate and shall require exercise of the renewal option should theDepartment choose to renew this Contract.

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II. SCOPE OF SERVICEA. General Service Description/Purpose

The Contractor shall provide medical equipment repair and maintenance as requested by theDepartment. These services shall be delivered on-site, within the Departments institutions,

between the hours of 8:00 am and 5:00 pm local time, Monday through Friday, excludingState holidays, except in case of an emergency.

B. Rules and Regulations1. The Contractor shall provide all medical equipment repair and maintenance services in

accordance with all applicable state and federal laws, rules and regulations, Department ofCorrections rules, and procedures. The Contractor shall comply with the provisions of thiscontract and amendments thereto, and shall act in good faith in the performance of allcontract provisions. All such laws, rules and regulations, current and/or as revised, areincorporated herein by reference and made a part of this contract. The Contractor and theDepartment shall work cooperatively to ensure service delivery in complete compliancewith all such requirements. The Department will provide the Contractor with access to allapplicable Department rules and regulations. The Department will inform the Contractor ofany regulatory or operational changes impacting the delivery of services to be providedpursuant to this Contract.

2. The Contractor shall ensure that all Contractors staff providing services under this contractcomplies with prevailing ethical and professional standards, and the rules, procedures andregulations mentioned above.

3. The Contractor shall ensure Contractor's staff is familiar with and capable of obtaining andmaking use of all applicable Department Policies and Procedures.

4. Should any of the laws, standards, rules, regulations, Department procedures, or directiveschange during the course of this procurement or resultant Contract term, the updatedversion will take precedence.

5. The Contractor may enter into written subcontract(s) for performance of certain of itsfunctions under the Contract. No subcontract, which the Contractor enters into with respectto performance of any of its functions under the Contract, shall in any way relieve theContractor of any responsibility for the performance of its duties. The Contractor shallensure that all subcontractor agreements are prior approved by the Departments ContractManager and contain provisions requiring the subcontractor to comply with all applicableterms and conditions of this contract .

6. The Contractor agrees to make any modifications required in order to meet or comply withchanges necessitated by operation of law or due to changes in practice standards orregulations or change in the Departments mission.

7. Any changes in the scope of service required to ensure continued compliance with State orFederal laws, statutes or regulations, or Department policy, regulations or technicalinstructions shall be made in accordance with Section V, Contract Modifications.

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C. CommunicationsContract communications shall be in three forms: routine, informal and formal. For thepurposes of the Contract, the following definitions shall apply:

Routine: All normal written communications generated by either party relating to service

delivery. Routine communications must be acknowledged or answered within thirty(30) calendar days of receipt.

Informal: Special written communications deemed necessary based upon either contractcompliance or quality of service issues. Must be acknowledged or responded towithin fifteen (15) calendar days of receipt.

Formal: The same as informal but more limited in nature and usually reserved for significantissues such as Breach of Contract, failure to provide satisfactory performance,imposition of liquidated damages, or termination. Formal communications shall alsoinclude requests for changes in the scope of the Contract and billing adjustments.Must be acknowledged upon receipt and responded to within seven (7) days ofreceipt.

The Contractor shall respond to Informal and Formal communications in writing, transmitted byfacsimile and/or email, with follow-up by hard copy mail.

A date/numbering system shall be utilized for tracking of formal communication.

The only personnel authorized to use formal Contract communications are the DepartmentsSecretary, Chief of Staff, Deputy Secretary of Health Services, Assistant Secretary of HealthServices-Administration, Contract Manager, Contract Administrator, Healthcare ContractMonitor, and the Contractors CEO or Project Manager. Designees or other persons authorizedto utilize formal contract communications must be agreed upon by both parties and identified inwriting within ten (10) days of execution of the Contract. Notification of any subsequentchanges must be provided in writing prior to issuance of any formal communication from thechanged designee or authorized representative.

In addition to the personnel named under Formal Contract Communications, personnelauthorized to use Informal Contract Communications include any other persons so designated inwriting by the parties.

In addition to the contract communications noted in Section II., C., , if there is an urgentadministrative problem, the Department shall make contact with the Contractor and theContractor shall orally respond to the Contract Manager within two (2) hours. If a non-urgentadministrative problem occurs, the Department will make contact with the Contractor and theContractor shall orally respond to the Contract Manager within forty-eight (48) hours. The

Contractor or Contractors designee at each institution shall respond to inquiries from theDepartment by providing all information or records that the Department deems necessary torespond to inquiries, complaints or grievances from or about inmates within three working daysof receipt of the request. The Healthcare Contract Monitor shall be copied on all suchcorrespondence.

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D. Department ResponsibilitiesThe Department, at no cost to the Contractor, shall:

1. provide a schedule to the Contractor for the annual preventative maintenance/inspectionservices;

2. notify the Contractor when equipment fails;3. identify equipment repairs as critical or non-critical;4. provide a list of all Senior Health Services Administrators (Service Administrators) or

other approved Department staff for each institution or facility;

5. permit the Contractor to use all required diagnostic equipment and documentationavailable to the Department from the equipment manufacturer or supplier. In the eventthis requires the permission, license, or authorization of a third party, the Departmentshall use reasonable efforts to obtain it; and

6. provide the Contractor's service staff access to the equipment, when necessary (subjectto security issues), for purposes of performing the repair, and preventivemaintenance/inspection services.

E. Facilities Served and Service Times1. Addition/Deletion of Facilities/Equipment Served: The Department reserves the right to

add or delete facilities and/or equipment to be serviced under this contract. If appropriate,these additions/deletions will be processed in accordance with Section VII., W.

2. Service Times: All services, unless otherwise coordinated and approved by the HealthService Administrator and/or designee, shall be provided by the Contractor between thehours of 8:00 am and 5:00 pm local time, Monday through Friday, excluding Stateholidays, except in case of an emergency.

F. Contractor Service Tasks1. Preventative Maintenance Services/Inspections

The Contractors qualified technician shall perform annual preventative maintenanceservices/inspections on medical equipment, in accordance with the schedule provided byContract Manager or designee. The Contractor shall provide a preventative maintenanceservices/inspection report at the completion of each inspection to the Health Service

Administrator or designee. Preventative maintenance services/inspections shall include,but is not limited to, inspection, cleaning, lubrication, hardware tightening andreplacement; alignment adjustments, evaluation of needed repairs, detection of potentialproblems and improper usage.

All medical equipment shall have a preventative maintenance services/inspectionperformed at least annually.

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2. Repair ServicesThe Contractor shall provide repair on older, or out of warranty medical equipment, suchas, but is not limited to, nebulizers, exam tables, incubators, respirators, EKGs, monitors,and otoscopes, including equipment added during the term of the Contract, on an as neededbasis.

Repair services shall consist of, but is not be limited to, labor, repair and/or replacement ofparts, technical support, and materials, and transportation and shipping, of the Departmentsmedical equipment received or delivered by the institution and/or facility in need of repair.This service shall also include additional cleaning, inspection, lubrication, calibrations,hardware tightening and replacement, alignment adjustments of equipment being repaired.The Contractor shall inspect all medical equipment repaired for safety and proper use toensure a fully operational and functional unit when repairs are complete.

The Contractor shall charge the Department the hourly rate for repair services, plus the costof parts (at the specified rate above Contractors cost) as applicable. All parts installed shallbe in accordance with Section II., G., Parts and Parts Warranty of this Contract.

The Contractor shall comply with the following:

a. Turnaround Time1. Medical equipment identified as non-critical shall have a turnaround time of five

(5) to seven (7) business days, after estimate approval; or

2. Medical equipment identified as critical shall have a turnaround time of seventy-two (72) hours.

Any delays must be confirmed and approved in writing by the Health ServiceAdministrator or designee. All services shall be provided as determined necessary bythe facility and/or manufacturer standards.

b. Shipping ProgramFor small or portable medical equipment needing repair, the Contractor shall establish ashipping program, in lieu of making an on-site repair visit. The Contractor shallprovide a supply of shipping containers, along with packing material to prevent furtherdamage. The Contractor shall prepay shipping and insurance charges by providing theDepartment the Contractors shipping carrier account number. All such medicalequipment shall be forwarded using the next business day shipping option.

c. Fixed Medical EquipmentThe Contractor shall dispatch a qualified service technician to the Departmentsinstitution or facility before the end of the next working day following notification of anequipment problem with fixed medical equipment. If possible, the medical equipmentshall be repaired immediately. If parts must be ordered or the medical equipment mustbe taken off-site, the Contractor shall have the medical equipment in place and workingproperly in accordance with Section II., F., 2., a), as applicable, after the initialnotification of said problem.

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d. Repair CostIf any repair cost exceeds five hundred dollars ($500.00) or 50% of the currentreplacement value of the item, the Contractor shall obtain prior written approvalfrom Health Service Administrator or designee, prior to proceeding with the repair.Value is determined by the hourly rate plus parts (parts are reimbursed according to

Section III., A., of the Contract.)

Upon completion of any repairs and return of medical equipment to operationalstatus, the Contractor shall provide a repair ticket to the Health ServiceAdministrator or designee, indicating work performed and replacement parts usedfor the repairs.

If the Contractor is required to correct or re-perform services, it shall be at no cost tothe Department and any services corrected or re-performed by the Contractor shallbe subject to the same performance requirements as work initially performed. If theContractor fails or refuses to correct or re-perform to the Departments satisfaction,the Department may correct or replace with similar services and charge to theContractor the costs incurred by the Department.

3. Substitute EquipmentIf an item of fixed equipment must be removed for repair, the Contractor shall install atemporary substitute, if available, otherwise make the system operational, or method toobtain services must be agreed upon until the repaired permanent replacement isinstalled. Substitute equipment shall be provided at no cost to the Department.

4. Irreparable EquipmentIf equipment cannot, in the Departments and Contractors mutual opinion, be properlyor economically repaired or replaced for any reason including excessive wear,unavailability of parts, obsolescence of the technology, or the practical feasibility of thescope of services as specified in this Contract, the Department reserves the right to addor delete equipment. The Contractor shall comply with the following:

a. If the cost of labor and parts to repair any piece of the equipment exceeds five hundreddollars ($500.00) or fifty percent (50%) of the replacement or upgraded cost for newequipment, the Contractor shall recommend replacing or upgrading the equipmentinstead of repairing.

5. Emergency/After Hours/Force Majeure RepairsIf the Contractor is requested to make emergency/after hours/ force majeure repairs, the

Contractor shall charge the hourly rate for emergency/after hours/ force majeure repairs.All emergency/after hours/force majeure repairs must be initiated and authorized by theHealth Service Administrator or designee. All parts installed shall be in accordance withSection II., G., Parts and Parts Warranty of this Contract. Billable hours charged to theDepartment shall commence upon signing in at the correctional institution or facility andshall terminate upon signing out at the correctional institution or facility. Repairs causedby Force Majeure, as indicated in Section VII., N., are not included in this section.

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G. Parts and Parts Warranty1. All installed parts must be new and in the original factory containers, unless refurbished

equipment/parts for a specific repair is/are approved by the Contract Manager or designeein advance. The work order shall have a notation indicating the use of new orrefurbished equipment/parts. The Contractor shall provide the Health Service

Administrator or designee with a copy of the manufacturers invoice for verification.

2. New parts will carry the full manufacturers warranty. In no case shall a part carry awarranty of less than ninety (90) days. When refurbished equipment/parts are used, it mustbe noted on the work order as refurbished. Refurbished equipment/parts shall carry aminimum of a ninety (90) day full replacement warranty, including labor.

3. The Contractor shall maintain a minimal inventory of parts sufficient for maintenance andrepair of medical equipment at the service repair facility(ies).

H. ReportsThe Contractor(s) shall provide a monthly summary report as an attachment to the monthlyinvoice to the Health Service Administrator or designee, with a copy to the ContractManager no later than fifteen (15) working days after the end of each calendar month. Thereport shall delineate, by institution, the items repaired, equipment identification number,dates of repair, repair ticket number, explanation of work performed regarding the repair.This information shall match the submitted invoice.

I. Contractor Staffing Requirements1. General Administrative Requirements

a. The Contractor shall provide an adequate level of staffing for provision of theservices outlined herein and shall ensure that staff providing services is highlytrained and qualified. Additionally, the Contractor shall liaise with and maintain agood working relationship with the DC staff, and the community, if required, tosupport the Contract.

b. The Contractors staff shall be fully trained and certified to perform maintenanceand repair of the equipment specified in this contract. Acceptable proof ofcertification shall consist of either a certificate from a nationally recognized medicalinstrumentation repair program or training certificates from a medical equipmentmanufacturer. This certification shall be provided to the Contract Manager ordesignee.

c. The Contractor shall comply with the Departments security guidelines (Exhibit A)on institutional and facility security policies. Violations of these rules could resultin termination of the Contract. The Contractor shall contact, within ten (10) days ofexecution of this contract, the institution(s) or facility(ies), within each region forwhich the Contract was awarded, to obtain a copy of any specific institutional orfacility rules.

d. The Contractor or designee shall provide each institution or facility with thefollowing items before entering the facilities:

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1) A list of tools that the Contractor and/or designee will bring into the institutionor facility. These tools will be inventoried upon arrival and departure.

2) Current picture identification of the Contractor and/or designee, consisting of aDrivers License or State of Florida ID card.

e.

The Contractor shall ensure that staff wears attire suitable for the work conducted inthe performance of this contract.

f. Contractor staff shall be subject to searches of their person or their vehicle orsearches of equipment and/or products at any time.

g. The Contractors staff shall be subject to the requirements of Section VII., U., of thiscontract and may be denied access to the facility by the Warden or designee.

h. Security procedures at any correctional institution or facility are stringent andnecessary. This includes security screening when entering and exiting the institutionor facility and will include a thorough inventory of tools and materials. TheContractor shall provide the institutional staff with a tool inventory sheet uponsigning-in. The Contractor is advised to carefully consider the impact of additionaltime. No additional compensation will be made for time involved in adhering tosecurity requirements.

2. Contractor Key Staff Administrative Positions and ResponsibilitiesThe Contractor shall provide the following minimum key administrative staff positionsin support of this contract:

a. Chief Executive Officer (or equivalent title) - The Chief Executive Officer is thehighest ranking officer in the Contractors company or organization. The CEO shallhave a minimum of one (1) years experience as CEO or comparable position of acorporation regularly engaged in the provision of medical equipment repair andmaintenance services, or similar business ventures.

3. Conduct and Safety RequirementsWhen providing services to the inmate population or in a correctional setting, theContractors staff on-site shall adhere to the standards of conduct prescribed in Chapter33-208, Florida Administrative Code, and as prescribed in the Departments personnelpolicy and procedure guidelines, particularly rules of conduct, employee uniform andclothing requirements (as applicable), security procedures, and any other applicablerules, regulations, policies and procedures of the Department. The Contractors staffshall be subject to and shall comply with all security regulations and procedures of the

Department and the institution. Violation of regulations may result in the employee orindividual being denied access to the institution. In this event, the Contractor shallprovide alternate personnel to supply services described herein, subject to Departmentapproval.

By execution of this Contract, the Contractor acknowledges and accepts, for itself andany of its agents, that all or some of the services to be provided under this Contract shallbe provided with direct and/or indirect contact with the inmate population and that thereare inherent risks associated therewith.

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In addition, the Contractor shall ensure that all staff adheres to the followingrequirements:

a. The Contractors staff shall not display favoritism to, or preferential treatment of,one (1) inmate or group of inmates over another.

b. The Contractors staff shall not deal with any inmate except in a relationship thatsupports services under this Contract. Specifically, staff members must never acceptfor themselves or any member of their family, any personal (tangible or intangible)gift, favor, or service from an inmate or an inmates family or close associate, nomatter how trivial the gift or service may seem. The Contractor shall report to theContract Manager any violations or attempted violation of these restrictions. Inaddition, no staff member shall give any gifts, favors or services to inmates, theirfamily or close associates.

c. The Contractors staff shall not enter into any business relationship with inmates ortheir families (example selling, buying or trading personal property), or personallyemploy them in any capacity.

d. The Contractors staff shall not have outside contact (other than incidental contact)with an inmate being served or their family or close associates, except for thoseactivities that are to be rendered under the Contract.

e. The Contractors staff shall not engage in any conduct which is criminal in nature orwhich would bring discredit upon the Contractor or the State. In providing servicespursuant to this Contract, the Contractor shall ensure that its employees avoid bothmisconduct and the appearance of misconduct.

f. At no time shall any Contractors employee while delivering services under thisContract, wear clothing that resembles or could reasonably be mistaken for aninmates uniform or any correctional officers uniform or that bears the logo or otheridentifying words or symbol of any law enforcement or correctional department oragency.

g. Any violation or attempted violation of the restrictions referred to in this sectionregarding employee conduct shall be reported by phone and in writing to theContract Manager or their designee, including proposed action to be taken by theContractor. Any failure to report a violation or take appropriate disciplinary actionagainst the offending party or parties shall subject the Contractor to appropriateaction, up to and including termination of this Contract.

h. The Contractor shall report any incident described above, or requiring investigationby the Contractor, in writing, to the Contract Manager or their designee withintwenty-four (24) hours, of the Contractors knowledge of the incident.

i. The Department reserves the right to deny access to any institution and/or facility toany Contractors staff member found to have violated the provisions of this section.

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4. Background/Criminal Record Checksa. The Contractors staff assigned to this Contract and any other person performing

services pursuant thereto, shall be subject, at the Departments discretion andexpense, to a Florida Department of Law Enforcement (FDLE) Florida CrimeInformation Center/National Crime Information Center (FCIC/NCIC)

background/criminal records check. This background check will be conducted bythe Department and may occur or re-occur at any time during the Contract period.The Department has full discretion to require the Contractor to disqualify, prevent,or remove any staff or other person from any work under the Contract. TheDepartment is under no obligation to inform the Contractor of the records checkfindings or the criteria for disqualification or removal. In order to carry out thisrecords check, the Contractor shall provide, upon request, the following data for anyindividual Contractor or subcontractors staff assigned to the Contract: Full Name,Race, Gender, Date of Birth, Social Security Number, Drivers License Number andState of Issue. The Contractor shall not consider new employees to be on permanentstatus or subcontractors to be accepted for service delivery until a favorable report isreceived by the Department.

b. The Contractor shall ensure that the Contract Manager or designee is provided theinformation needed to have the NCIC/FCIC background check conducted prior toany new Contractor staff being hired or assigned to work under the Contract. TheContractor shall not employ any individual or assign any individual to work underthe Contract, who has not had an NCIC/FCIC background check conducted.

c. The Contractor shall not permit any individual to provide services under thisContract who is under supervision or jurisdiction of any parole, probation orcorrectional authority. The objective of this provision is to ensure that no employeeof the Contractor, under any such legal constraint, has contact with or access to anyrecords of Department of Corrections inmates sentenced to sites included under thisContract.

d. Note: A felony or first-degree misdemeanor conviction, a plea of guilty or nolocontendere to a felony or first-degree misdemeanor crime, or adjudication of guiltwithheld to a felony or first-degree misdemeanor crime does not automatically barthe Contractor from hiring the proposed employee. However, the Departmentreserves the right to prior approval in such cases. Generally, two (2) years with nocriminal history is preferred. The Contractor shall make full written report to theContract Manager within three (3) calendar days whenever one of their employeeshas a criminal charge filed against them or arrest or receives a Notice to Appear forviolation of any criminal law involving a misdemeanor or felony, or ordinanceexcept minor violations for which the fine or bond forfeiture is two hundred dollars($200) or less or has knowledge of any violation of the law rules, directives or

procedures of the Department.

e. No person who has been barred from any Department work release center or otherfacility shall provide services under this Contract at another Department facility.

f. Department employees terminated at any time by the Department for cause may notbe employed or provide services under the Contract.

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g. The Contractor shall notify the Department, prior to employing any current orformer employee of the Department to provide either full time or part time servicespursuant to this Contract.

J. Contractor PerformanceThe Department desires to contract with a provider who clearly demonstrates its willingness tobe held accountable for its performance in successfully delivering medical equipment repair andmaintenance services under a resultant contract. Therefore, the Department has developed thefollowing Performance Outcomes, Measures, and Standards and Other Contract Requirementscategories which shall be used to determine Contractors level of compliance with contractterms and conditions.

By execution of this Contract, the Contractor hereby acknowledges and agrees its performanceunder the Contract shall meet the standards set forth below.

A description of each of the Performance Measure categories is described below:

1. Performance Outcomes and StandardsListed below are the key Performance Outcomes and Standards deemed most crucial tothe success of the overall desired service delivery. The Contractor shall ensure that thestated performance outcomes and standards (level of achievement) are met. Allperformance shall be measured semi-annually.

a. Outcome: Preventative Maintenance Services/Inspections, as per Section II.,F., 1, shall be completed within thirty (30) calendar days of saidrequest.

Measure: The date the Health Service Administrator or designee submitted therequested compared to the date the Preventative MaintenanceServices/Inspections are done.

Standard: Ninety-five percent (95%) of all PreventativeMaintenance/Inspections shall be completed in accordance withSection II., F., 1.

b. Outcome: Repair Services, as per Section II., F., 2., shall be completed onolder or out of warranty medical equipment of said request.

Measure: The date the Health Service Administrator or designee submitted therequested compared to the date of completion in accordance withSection II., F., 2., a)., as applicable.

Standard: Ninety-five percent (95%) of all Repair Services shall be completedin accordance with Section II., F., 2., a)., as applicable.

c. Outcome: All required reports outlined in Section II., H., Reports, shall betimely submitted.

Measure: The scheduled date of each submitted report and the actual date ofthe Contractor submitted the report under Section II., H.

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Standard: Ninety-five percent (95%) of all required reports outlined in SectionII., H., Reports, shall be timely submitted.

By execution of this Contract the Contractor hereby acknowledges and agrees that itsperformance under the Contract must meet the standards set forth above.

2. Other Contract RequirementsStandard: The Department will monitor the Contractor's performance to ensure

maximum compliance with other contract requirements including, but notlimited to the following:

a. Terms and Conditions of the Contract not involving delivery of serviceslisted above; and

b. Accuracy, thoroughness, and timely submission of invoicing andsupporting documentation.

Measure: The Contractor shall achieve 100% compliance with all requirements after thetime frames allowed for corrective action on identified deficiencies.Performance for compliance with Section II., J., 2., a. shall be measured semi-annually following the start date of the contract. Performance for compliancewith Section II., J., 2., b.. shall be measured on a monthly basis beginning thesecond month after services have been implemented except if earlier action isdetermined necessary by the Contract Manager.

K. Monitoring Methodology1. Performance Outcomes and Standards

The Departments Contract Manager and/or designee will monitor the Contractor's servicedelivery at each institutional site to determine if the Contractor has achieved the requiredlevel of performance for each Performance Outcome and Standard identified in Section II.,J., 1. on a semi-annual basis. If the Department determines that Contractor has failed aPerformance Outcome and Standard, the Contractor will be sent a formal contractcommunication in accordance with Section II., C. Note: The Contractor shall correct allidentified non-compliant service delivery related to failure to meet the PerformanceOutcomes and Standards identified in Section II., J., 1., however, this shall not negate thefact that a performance outcome and standard has not been met and that liquidateddamages will be imposed. In the event the Department determines that liquidated damagesshould not be imposed, the Contractor shall still correct all non-compliant service delivery.

2. Other Contract RequirementsMonitoring for Other Contract Requirements identified in Section II., J., 2. shall beconducted no less than once a year or as otherwise indicated. (Final Contract Monitoringtool to be developed by the Departments Office of Health Services in accordance with therequirements outlined in this contract.)

The Departments Office of Health Services Contract Monitoring Section or designee forContract Monitoring will provide an oral exit report at termination of each site visit and awritten monitoring report to the Contractor within three weeks of the visit. Non-

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compliance issues identified by the Contract Monitor or designee will be identified in detailto provide opportunity for correction, where feasible.

Within ten (10) days of receipt of the Departments monitoring report, the Contractor shallprovide a formal Corrective Action Plan (CAP) in response to all noted deficiencies toinclude responsible individuals and required time frames for achieving compliance. The

Contract Manager, designee for Contract Monitoring or other designated Department staffmembers may conduct follow-up monitoring reviews at any time to determine compliancebased upon the submitted CAP.

The Department reserves the right for any Department staff to make scheduled orunscheduled, announced or unannounced monitoring visits.

During follow-up monitoring, any noted failure by the Contractor to correct deficiencies forOther Contract Requirement violations identified in the monitoring report within the timeframe specified in the CAP may result in application of Liquidated Damages as specified inSection II., L., 2.

3. Repeated FailureRepeated failure to meet either the Performance Outcomes and Standards or OtherContract Requirements or to correct deficiencies may, in addition to imposition ofliquidated damages, result in determination of Breach of Contract, and/or termination ofthe Contract in accordance with Section VI., Termination.

L. Liquidated DamagesBy executing this Contract, the Contractor expressly agrees to the imposition of liquidateddamages, in addition to all other remedies available to the Department by law.

The Departments Contract Manager will provide written notice to the ContractorsRepresentative of all liquidated damages assessed accompanied by detail sufficient forjustification of assessment. The Contractor shall forward a cashiers check or money orderto the Contract Manager, payable to the Department in the appropriate amount, within ten(10) days of receipt of a written notice of demand for damages due, or in the alternative, theContractor may issue a credit in the amount of damages due on the next monthly invoice.

1. Liquidated Damages For Failure to meet Performance Outcomes and StandardsThe Contractor hereby acknowledges and agrees that its performance under the Contractmust meet the Performance Outcomes and Standards set forth in Section II., J.,1. If theContractor fails to meet any Performance Outcome and Standard, the Department willimpose Liquidated Damages in the following amount:

Twenty-five hundred dollars ($2,500.00) for each Performance and Outcome Standardfailed during the monitoring period.

Repeated failure to meet an established Performance Outcome and Standard, for aconsecutive monitoring period will result in liquidated damages being doubled.

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2. Liquidated Damages For Other Contract RequirementsFor failure to meet other contract requirements, set forth in Section II., K., 2., liquidateddamages will be imposed as follows:

a. Within the first fifteen (15) days after written notice from the Contract Manager ordesignee of deficiency No imposition of damages if deficiency is corrected withinthe time frame specified.

b. After fifteen (15) days of initial notice of unsatisfactory service (without correctiveaction initiated by the Contractor and if unsatisfactory service continues) liquidateddamages in the amount of five hundred dollars ($500.00) per day for each day orpart thereof that the deficiency/issue remains uncorrected shall be imposed.

c. Where the same instance of unsatisfactory service occurs on three (3) or moreoccasions within a ninety (90) day period, (where the deficiencies have not beencorrected as indicated in above), liquidated damages shall be imposed in the amountof one thousand dollars ($1,000.00) per day for each day the deficiency remainsuncorrected.

M. DeliverablesThe following services or service tasks are identified as deliverables for the purposes of thiscontract:

1. Preventative Maintenance Services/Inspections (Section II.,F.,1).2. Repair Services (Section II., F., 2.).3. Reports (Section II., H).

N. Contractor Termination RequirementsUpon the expiration date of this Contract (or any other termination date), the Contractor shallprovide, within 15 business days, inventories of equipment consistent with the levels andtypes of inventories provided upon Contractors initial assumption of services under theContract. The Contractor shall also submit a plan to the Contract Manager no less than thirty(30) days prior to intended contract termination outlining steps for transition of service uponcontract expiration or in the event of contract termination. The plan shall set forth the dateand time of transfer of responsibility by the Contractor to the entity assuming service, with aschedule for each institution. Failure to timely submit the transition plan shall result inforfeiture of twenty five percent (25%) of the final monthly payment.

III. COMPENSATIONA. Payment

The Department will compensate the Contractor for services as specified in Section II, Scopeof Service, as delineated below:

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LOCATION

ANNUAL

PREVENTATIVE

MAINTENANCE

SERVICE/INSPECTION

FEE

REPAIR

SERVICE

HOURLY

RATE

EMERGENCY/AFTER

HOURS/FORCE

MAJEURE REPAIR

SERVICE HOURLY

RATE

Region I $9,500.00 $90.00 $135.00

Region II $12,350.00 $90.00 $135.00Region III $5,700.00 $90.00 $135.00Region IV $7,600.00 $90.00 $135.00

RMC $9,500.00 $90.00 $135.00

Parts: Rate Above

Contractor Cost10%

B. MyFloridaMarketPlace Transaction FeeThe State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System(System). Pursuant to Section 287.057(23), Florida Statutes, all payments shall beassessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the

State, unless otherwise exempt pursuant to Rule 60A-1.032, F.A.C.

For payments within the State accounting system (FLAIR or its successor), the TransactionFee shall, when possible, be automatically deducted from payments to the Contractor. Ifautomatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant toRule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments,Contractor certifies their correctness. All such reports and payments shall be subject to auditby the State or its designee.

The Contractor shall receive a credit for any Transaction Fee paid by the Contractor for thepurchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, oromission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-

refundable when an item is rejected or returned, or declined, due to the Contractors failureto perform or comply with specifications or requirements of the agreement.

Failure to comply with these requirements shall constitute grounds for declaring theContractor in default and recovering reprocurement costs from the Contractor in addition toall outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTIONFEES SHALL BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH

THE STATE.

NOTE: Currently, the Transaction Fee can not be automatically deducted from

payments to the Contractor.

C.

Invoice Submission

The Contractor agrees to request compensation on a monthly basis through submission to theDepartment of a single monthly invoice, properly completed and submitted electronically toeach institutions Health Service Administrator, within fifteen (15) days following the end ofthe month for which payment is being requested. The Contractors invoice shall include theContractors name, mailing address, and tax ID number/FEIN as well as the Contractnumber and date of invoice period. Every invoice must be accompanied by the appropriatesupporting documentation as indicated in Section III., D., Supporting Documentation forInvoice.

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Invoices will be reviewed and approved by the institutions Health Service Administratorand then forwarded electronically or by mail to the appropriate Financial Services Office forprocessing of payment.

D. Supporting Documentation for InvoiceInvoices must be submitted in detail sufficient for a proper preaudit and postaudit thereof.Invoices will only be approved after receipt of the required invoice supportingdocumentation. The report shall delineate, by institution, the items repaired, repair ticketnumber, dates of repair, explanation of work performed and the itemized charges regardingthe repair and shall match-up to the submitted invoice. Copies of invoices for all new orrefurbished equipment/parts shall also be included with the monthly invoice.

Services will be considered complete and certified as payable when all required monthlyreports for the previous month have been received. In the event one or more institutionsreports are not received, payment for services provided at those institutions will be withhelduntil such reports are received.

E. Electronic Transfer of FundsContractors are encouraged to accept payments for work performed under this contract byreceiving Direct Deposit. To enroll in the State of Floridas Direct Deposit System theContractor must complete a direct deposit form by contacting the Florida Department ofFinancial Services, Bureau of Accounting, Direct Deposit Section athttp://www.myfloridacfo.com/aadir/direct_deposit_web/index.htm or by phone at (850) 413-5517.

F. Final InvoiceThe Contractor shall submit the final invoice for payment to the Department no more thanforty-five (45) days after acceptance of the final deliverable or the end date of the Contract,by the Department. If the Contractor fails to do so, all right to payment is forfeited, and theDepartment will not honor any request submitted after aforesaid time period. Any paymentdue under the terms of this Contract may be withheld until all applicable deliverables andinvoices have been accepted and approved by the Contract Manager.

G. Subcontract ApprovalAs stipulated in Section VII., L., Subcontracts: No payments shall be made to the Contractoruntil all subcontracts have been approved, in writing by the Department.

H. Official PayeeThe name and address of the official payee to whom payment shall be made is as follows:

CSC of Central Florida, Inc.100 E 10th StreetSt. Cloud, Florida 34769

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I. Travel ExpensesThe Department shall not be responsible for the payment of any travel expense for theContractor that occurs as a result of this Contract.

J. Contractors ExpensesThe Contractor shall pay for all licenses, permits, and inspection fees or similar chargesrequired for this Contract, and shall comply with all laws, ordinances, regulations, and anyother requirements applicable to the work to be performed under this Contract.

K. Annual AppropriationThe State of Floridas and the Departments performances and obligations to pay for servicesunder this Contract are contingent upon an annual appropriation by the Legislature. Thecosts of services paid under any other Contract or from any other source are not eligible forreimbursement under this Contract.

L. Vendor OmbudsmanA Vendor Ombudsman has been established within the Department of Financial Services. Theduties of this individual include acting as an advocate for vendors who may be experiencingproblems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may becontacted by calling the Department of Financial Services Toll Free Hotline.

IV. CONTRACT MANAGEMENTA. Departments Contract Manager

The Contract Manager for this Contract will be:

Yvonne DowlingOffice of Health ServicesFlorida Department of Corrections2601 Blair Stone RoadTallahassee, FL 32399-2500Telephone: (850) 410-4610Fax: (850) 922-6015Email: [email protected]

The Contract Manager will perform the following functions:

1. maintain a contract management file;

2. serve as the liaison between the Department and the Contractor;

3. evaluate the Contractor's performance;

4. direct the Contract Administrator to process all amendments, renewals, and terminationof this Contract; and

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5. evaluate Contractor performance upon completion of the overall Contract; thisevaluation will be placed on file and will be considered if the Contract is subsequentlyused as a reference in future procurements.

The Contract Manager may delegate the following functions to Local Contract Coordinators:

1. verify receipt of deliverables from the Contractor;

2. monitor the Contractors performance; and

4. review, verify, and approve invoices from the Contractor.B. Departments Contract Administrator

The Contract Administrator for this Contract will be:

Robert E. Staney, ChiefBureau of Procurement & SupplyFlorida Department of Corrections2601 Blair Stone RoadTallahassee, Florida 32399-2500Telephone: (850) 488-6671Fax: (850) 922-8897Email: [email protected]

The Contract Administrator will perform the following functions:

1. maintain the Contract administration file;

2. process all Contract amendments, renewals, and termination of the Contract; and

3. maintain official records of formal correspondence between the Department and theContractor.

C. Contractors RepresentativeThe name, title, address, and telephone number of the Contractors representativeresponsible for administration and performance under this Contract is:

Eugene E. Hildebrand, PresidentCSC of Central Florida, Inc.100 E 10th StreetSt. Cloud, Florida 34769

Telephone: (407) 891-2240Fax: (518) 456-8225Email: [email protected]

D. Contract Management ChangesAfter execution of this Contract, any changes in the information contained in Section IV.,Contract Management, will be provided to the other party in writing and a copy of thewritten notification shall be maintained in the official Contract record.

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V. CONTRACT MODIFICATIONUnless otherwise stated herein, modifications to the provisions of this Contract, with the exception ofSection III., C., Invoice Submission and Section IV., Contract Management, shall be valid onlythrough execution of a formal Contract amendment.

VI. TERMINATIONA. Termination at Will

This Contract may be terminated by either party upon no less than sixty (60) calendar daysnotice, without cause, unless a lesser time is mutually agreed upon by both parties. Notice shallbe delivered by certified mail (return receipt requested), by other method of delivery whereby anoriginal signature is obtained, or in-person with proof of delivery.

B. Termination Because of Lack of FundsIn the event funds to finance this Contract become unavailable, the Department mayterminate the Contract upon no less than twenty-four (24) hours notice in writing to theContractor. Notice shall be delivered by certified mail (return receipt requested), in-personwith proof of delivery, or by another method of delivery whereby an original signature isobtained. The Department shall be the final authority as to the availability of funds.

C. Termination for CauseIf a breach of this Contract occurs by the Contractor, the Department may, by written noticeto the Contractor, terminate this Contract upon twenty-four (24) hours notice. Notice shallbe delivered by certified mail (return receipt requested), in-person with proof of delivery, orby another method of delivery whereby an original signature is obtained. If applicable, theDepartment may employ the default provisions in Chapter 60A-1, Florida AdministrativeCode. The provisions herein do not limit the Departments right to remedies at law or todamages.

D. Termination for Unauthorized EmploymentViolation of the provisions of Section 274A of the Immigration and Nationality Act shall begrounds for unilateral cancellation of this Contract.

VII. CONDITIONSA. Records

1. Public Records LawThe Contractor agrees to allow the Department and the public access to any documents,papers, letters, or other materials subject to the provisions of Chapters 119 and 945.10,Florida Statutes, made or received by the Contractor in conjunction with this Contract.The Contractors refusal to comply with this provision shall constitute sufficient causefor termination of this Contract.

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2. Audit Recordsa. The Contractor agrees to maintain books, records, and documents (including

electronic storage media) in accordance with generally accepted accountingprocedures and practices which sufficiently and properly reflect all revenues andexpenditures of funds provided by the Department under this Contract, and agrees to

provide a financial and compliance audit to the Department or to the Office of theAuditor General and to ensure that all related party transactions are disclosed to theauditor, if requested by the Department.

b. The Contractor agrees to include all record-keeping requirements in all subcontractsand assignments related to this Contract.

3. Retention of RecordsThe Contractor agrees to retain financial records, supporting documents, statisticalrecords, and any other documents (including electronic storage media) pertaining to thisContract, with the exception of inmate healthcare records, for a period of five (5) years.(Healthcare records will remain the property of the Department). The Contractor shallmaintain complete and accurate record- keeping and documentation as required by theDepartment and the terms of this Contract. Copies of all records and documents shall bemade available for the Department upon request. All invoices and documentation mustbe clear and legible for audit purposes. For the duration of this Contract, all documentsmust be retained by the Contractor within the State of Florida, at an address to beprovided in writing to the Contract Manager within thirty (30) days of the contractexecution. Any records not available at the time of an audit will be deemed unavailablefor audit purposes. Violations will be noted and forwarded to the DepartmentsInspector General for review. All documents must be retained by the Contractor at theContractors primary place of business for a period of five (5) years followingtermination of this Contract, or, if an audit has been initiated and audit findings have notbeen resolved at the end of seven (7) years, the records shall be retained until resolutionof the audit findings. The Contractor shall cooperate with the Department to facilitatethe duplication and transfer of any said records or documents during the requiredretention period. The Contractor shall advise the Department of the location of allrecords pertaining to this Contract and shall notify the Department by certified mailwithin ten (10) days if/when the records are moved to a new location.

B. State ObjectivesWithin thirty (30) calendar days following award of the contract, the Contractor shall submitplans addressing each of the States four (4) objectives listed below, to the extent applicableto the items/services covered by this solicitation.

(Note: Diversity plans and reporting shall be submitted to Jane Broyles, MBE Coordinator,Bureau of Procurement and Supply, Department of Corrections, 2601 Blair Stone Road,Tallahassee, FL 32399-2500. All other plans shall be submitted to the Contract Manager ordesignee as specified in this Contract.)

1. Diversity in Contracting: The State of Florida is committed to supporting its diversebusiness industry and population through ensuring participation by minority-, women-, andservice-disabled veteran business enterprises in the economic life of the state. The State ofFlorida Mentor Protg Program connects minority-, women-, and service-disabled veteran

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business enterprises with private corporations for business development mentoring. Westrongly encourage firms doing business with the State of Florida to consider this initiative.For more information on the Mentor Protg Program, please contact the Office of SupplierDiversity at (850) 487-0915.

The state is dedicated to fostering the continued development and economic growth ofsmall, minority-, women-, and service-disabled veteran business enterprises.Participation by a diverse group of Vendors doing business with the state is central tothis effort. To this end, it is vital that small, minority-, women-, and service-disabledveteran business enterprises participate in the states procurement process as bothContractors and subcontractors in this solicitation. Small, minority-, women-, andservice-disabled veteran business enterprises are strongly encouraged to contribute tothis solicitation.

The Contractor shall submit documentation addressing diversity and describing theefforts being made to encourage the participation of small, minority-, women-, andservice-disabled veteran business enterprises

Information on Certified Minority Business Enterprises (CMBE) and Certified Service-Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of SupplierDiversity at http://dms.myflorida.com/other_programs/office_of_supplier_diversity_osd/.

Diversity in Contracting documentation should identify any participation by diversecontractors and suppliers as prime contractors, sub-contractors, vendors, resellers,distributors, or such other participation as the parties may agree. Diversity inContracting documentation shall include the timely reporting of spending with certifiedand other minority/service-disabled veteran business enterprises. Such reports must besubmitted at least monthly and include the period covered, the name, minority code andFederal Employer Identification Number of each minority/service-disabled veteranvendor utilized during the period, commodities and services provided by theminority/service-disabled veteran business enterprise, and the amount paid to each

minority/service-disabled veteran vendor on behalf of each purchasing agency orderingunder the terms of this contract.

2. Environmental Considerations: The State supports and encourages initiatives toprotect and preserve our environment. If applicable, the Contractor shall submit a planto support the procurement of products and materials with recycled content, and theintent of Section 287.045, Florida Statutes. The Contractor shall also provide a plan forreducing and or handling of any hazardous waste generated by Contractors company.Reference Rule 62-730.160, Florida Administrative Code. It is a requirement of theFlorida Department of Environmental Protection that a generator of hazardous wastematerials that exceeds a certain threshold must have a valid and current HazardousWaste Generator Identification Number. This identification number shall be submitted

as part of Contractors explanation of its companys hazardous waste plan and shallexplain in detail its handling and disposal of this waste.

3. Products Available from the Blind or Other Handicapped (RESPECT): TheState/Department supports and encourages the gainful employment of citizens withdisabilities. It is expressly understood and agreed that any articles that are the subject of,or required to carry out, this Contract shall be purchased from a nonprofit agency for theblind or for the severely handicapped that is qualified pursuant to Chapter 413, FloridaStatutes, in the same manner and under the same procedures set forth in Section

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413.036(1) and (2), Florida Statutes; and for purposes of this Contract the person, firm,or other business entity carrying out the provisions of this Contract shall be deemed tobe substituted for this agency insofar as dealings with such qualified nonprofit agencyare concerned." Additional information about the designated nonprofit agency and theproducts it offers is available at http://www.respectofflorida.org.

If applicable, the Contractor shall submit a plan describing how it will address the use ofRESPECT in offering the items bid.

4. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE): TheState supports and encourages the use of Florida correctional work programs. It isexpressly understood and agreed that any articles which are the subject of, or required tocarry out, this Contract shall be purchased from the corporation identified under Chapter946, Florida Statutes, in the same manner and under the same procedures set forth inSection 946.515(2), and (4), Florida Statutes; and for purposes of this Contract theperson, firm, or other business entity carrying out the provisions of this Contract shall bedeemed to be substituted for this agency insofar as dealings with such corporation areconcerned. Additional information about PRIDE and the products it offers is availableat http://www.pridefl.com.

If applicable, the Contractor shall submit a plan describing how it will address the use ofPRIDE in offering the items bid.

C. SponsorshipIf the Contractor is a non-governmental organization which sponsors a program financedpartially by State funds, including any funds obtained through this Contract, it shall, inpublicizing, advertising, or describing the sponsorship of the program, state: Sponsored byContractors name and the State of Florida, Department of Corrections. If the sponsorshipreference is in written material, the words State of Florida, Department of Correctionsshall appear in the same size letters or type as the name of the organization.

D. Employment of Department PersonnelThe Contractor shall not knowingly engage for this project, on a full-time, part-time, or otherbasis during the period of this Contract, any current or former employee of the Departmentwhere such employment conflicts with Section 112.3185, Florida Statutes.

E. Non-DiscriminationNo person, on the grounds of race, creed, color, national origin, age, gender, marital status ordisability, shall be excluded from participation in, be denied the proceeds or benefits of, orbe otherwise subjected to, discrimination in the performance of this Contract.

F. Americans with Disabilities ActThe Contractor shall comply with the Americans with Disabilities Act. In the event of theContractors noncompliance with the nondiscrimination clauses, the Americans withDisabilities Act, or with any other such rules, regulations, or orders, this Contract may becanceled, terminated, or suspended in whole or in part and the Contractor may be declaredineligible for further contracts.

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G. IndemnificationThe Contractor shall be liable, and agrees to be liable for, and shall indemnify, defend, andhold the Department, its employees, agents, officers, heirs, and assignees harmless from anyand all claims, suits, judgments, or damages including court costs and attorneys fees arisingout of intentional acts, negligence, or omissions by the Contractor, or its employees oragents, in the course of the operations of this Contract, including any claims or actionsbrought under Title 42 USC 1983, the Civil Rights Act.

H. Contractors InsuranceThe Contractor agrees to provide adequate insurance coverage on a comprehensive basis andto hold such insurance at all times during the existence of this Contract. The Contractoraccepts full responsibility for identifying and determining the type(s) and extent of insurancenecessary to provide reasonable financial protection for the Contractor and the Departmentunder this Contract. Upon the execution of this Contract, the Contractor shall furnish theContract Manager with written verification of such insurance coverage. Such coverage maybe provided by a self-insurance program established and operating under the laws of theState of Florida. The Department reserves the right to require additional insurance where

appropriate.

If the Contractor is a state agency or subdivision as defined in Section 768.28, FloridaStatutes, the Contractor shall furnish the Department, upon request, written verification ofliability protection in accordance with Section 768.28, Florida Statutes. Nothing herein shallbe construed to extend any partys liability beyond that provided in Section 768.28, FloridaStatutes.

I. Copyrights, Right to Data, Patents and RoyaltiesWhere activities supported by this Contract produce original writing, sound recordings,pictorial reproductions, drawings or other graphic representation and works of any similar

nature, the Department has the right to use, duplicate and disclose such materials in whole orin part, in any manner, for any purpose whatsoever and to have others acting on behalf of theDepartment to do so. If the materials so developed are subject to copyright, trademark, orpatent, legal title and every right, interest, claim or demand of any kind in and to any patent,trademark or copyright, or application for the same, will vest in the State of Florida,Department of State, for the exclusive use and benefit of the state. Pursuant to Section286.021, Florida Statutes, no person, firm or corporation, including parties to this Contract,shall be entitled to use the copyright, patent, or trademark without the prior written consentof the Department of State.

The Department shall have unlimited rights to use, disclose or duplicate, for any purposewhatsoever, all information and data developed, derived, documented, or furnished by the

Contractor under this Contract. All computer programs and other documentation producedas part of this Contract shall become the exclusive property of the State of Florida,Department of State, with the exception of data processing software developed by theDepartment pursuant to Section 119.083, Florida Statutes, and may not be copied orremoved by any employee of the Contractor without express written permission of theDepartment.

The Contractor, without exception, shall indemnify and save harmless the Department andits employees from liability of any nature or kind, including cost and expenses for or on

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account of any copyrighted, patented, or un-patented invention, process, or articlemanufactured or supplied by the Contractor. The Contractor has no liability when suchclaim is solely and exclusively due to the combination, operation, or use of any articlesupplied hereunder with equipment or data not supplied by the Contractor or is based solelyand exclusively upon the Department's alteration of the article. The Department will provideprompt written notification of a claim of copyright or patent infringement and will afford the

Contractor full opportunity to defend the action and control the defense of such claim.

Further, if such a claim is made or is pending, the Contractor may, at its option and expense,procure for the Department the right to continue use of, replace, or modify the article torender it non-infringing. (If none of the alternatives are reasonably available, theDepartment agrees to return the article to the Contractor upon its request and receivereimbursement, fees and costs, if any, as may be determined by a court of competentjurisdiction.) If the Contractor uses any design, device, or materials covered by letter, patentor copyright, it is mutually agreed and understood without exception that the Contract pricesshall include all royalties or costs arising from the use of such design, device, or materials inany way involved in the work to be performed hereunder.

J. DisputesAny dispute concerning performance of this Contract shall be resolved informally by theContract Manager. Any clinical dispute that can not be resolved informally shall be reduced towriting and delivered to the Departments Deputy Assistant Secretary of Health Services-Clinical. The Deputy Assistant Secretary of Health Services-Clinical shall decide the dispute,reduce the decision to writing, and deliver a copy to the Contractor, the Contract Manager andthe Contract Administrator. Any administrative dispute that can not be resolved informallyshall be reduced to writing and delivered to the Departments Deputy Assistant Secretary ofHealth Services-Administration. The Deputy Assistant Secretary of Health Services-Administration shall decide the dispute, reduce the decision to writing, and deliver a copy to theContractor, the Contract Manager and the Contract Administrator.

K. Independent Contractor StatusThe Contractor shall be considered an independent Contractor in the performance of itsduties and responsibilities under this Contract. The Department shall neither have norexercise any control or direction over the methods by which the Contractor shall perform itswork and functions other than as provided herein. Nothing in this Contract is intended to,nor shall be deemed to constitute, a partnership or a joint venture between the parties.

L. SubcontractsThe Contractor is fully responsible for all work performed under this Contract. TheContractor may, upon receiving prior written consent from the Departments Contract

Manager, enter into written subcontract(s) for performance of certain of its functions underthe Contract. No subcontract, which the Contractor enters into with respect to performanceof any of its functions under the Contract, shall in any way relieve the Contractor of anyresponsibility for the performance of its duties. All subcontractors, regardless of function,providing services on Department property, shall comply with the Departments securityrequirements, as defined by the Department, including background checks, and all otherContract requirements. All payments to subcontractors shall be made by the Contractor.

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If a subcontractor is utilized by the Contractor, the Contractor shall pay the subcontractorwithin seven (7) working days after receipt of full or partial payments from the Department,in accordance with Section 287.0585, Florida Statutes. It is understood and agreed that theDepartment shall not be liable to any subcontractor for any expenses or liabilities incurredunder the subcontract and that the Contractor shall be solely liable to the subcontractor forall expenses and liabilities under this Contract. Failure by the Contractor to pay the

subcontractor within seven (7) working days will result in a penalty to be paid by theContractor to the subcontractor in the amount of one-half () of one percent (1%) of theamount due per day from the expiration of the period allowed herein for payment. Suchpenalty shall be in addition to actual payments owed and shall not exceed fifteen percent(15%) of the outstanding balance due.

M. AssignmentThe Contractor shall not assign its responsibilities or interests under this Contract to anotherparty without prior written approval of the Departments Contract Manager. TheDepartment shall, at all times, be entitled to assign or transfer its rights, duties andobligations under this Contract to another governmental agency of the State of Florida upongiving written notice to the Contractor.

N. Force MajeureNeither party shall be liable for loss or damage suffered as a result of any delay or failure inperformance under this Contract or interruption of performance resulting directly orindirectly from acts of God, accidents, fire, explosions, earthquakes, floods, water, wind,lightning, civil or military authority, acts of public enemy, war, riots, civil disturbances,insurrections, strikes, or labor disputes.

O. Substitution of Key PersonnelIn the event the Contractor desires to substitute any key personnel submitted with his/her

bid, either permanently or temporarily, the Department shall have the right to approve ordisapprove the desired personnel change in advance in writing.

P. SeverabilityThe invalidity or unenforceability of any particular provision of this Contract shall not affectthe other provisions hereof and this Contract shall be construed in all respects as if suchinvalid or unenforceable provision was omitted, so long as the material purposes of thisContract can still be determined and effectuated.

Q. Use of Funds for Lobbying ProhibitedThe Contractor agrees to comply with the provisions of Section 216.347, Florida Statutes,which prohibits the expenditure of state funds for the purposes of lobbying the Legislature,the Judicial branch, or a State agency.

R. Governing Law and VenueThis Contract is executed and entered into in the State of Florida, and shall be construed,performed and enforced in all respects in accordance with the laws, rules and regulations ofthe State of Florida. Any action hereon or in connection herewith shall be brought in LeonCounty, Florida.

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S. No Third Party BeneficiariesExcept as otherwise expressly provided herein, neither this Contract, nor any amendment,addendum or exhibit attached hereto, nor term, provision or clause contained therein, shallbe construed as being for the benefit of, or providing a benefit to, any party not a signatoryhereto.

T. Reservation of RightsThe Department reserves the exclusive right to make certain determinations regarding theservice requirements outlined in the Contract. The absence of the Department setting forth aspecific reservation of rights does not mean that any provision regarding the services to beperformed under this Contract are subject to mutual agreement. The Department reserves theright to make any and all determinations exclusively which it deems are necessary to protect thebest interests of the State of Florida and the health, safety and welfare of the Departmentsinmates and of the general public which is served by the Department, either directly orindirectly, through these services.

U. Cooperative PurchasingAs provided in Section 287.042(16)(a), Florida Statutes, other state agencies may purchasefrom this contract, provided that the Department of Management Services has determinedthat the contracts use is cost-effective and in the best interests of the State. Upon suchapproval, the Contractor may, at its discretion, sell these commodities or services toadditional agencies, upon terms and conditions contained herein. In addition, other politicalsubdivisions may also purchase from this contract at the discretion of the Contractor.Entities purchasing from this contract assume and bear complete responsibility with regardto performance of any contractual obligation or term.

V. Scope Changes After Contract ExecutionDuring the term of the Contract, the Department may unilaterally require, by written order,changes altering, adding to, or deducting from the Contract specifications, provided that suchchanges are within the general scope of the Contract.

The Department may make an equitable adjustment in the Contract prices or delivery date ifthe change affects the cost or time of performance. Such equitable adjustments require thewritten consent of the Contractor, which shall not be unreasonably withheld.

The Department shall provide written notice to the Contractor thirty (30) days in advance ofany Department required changes to the technical specifications and/or scope of service thataffect the Contractors ability to provide the service as specified herein. Any changes that

are other than purely administrative changes will require a formal contract amendment.

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Attachment #1

Page 29 of 32

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement supplements and is made a part of the contract between the FloridaDepartment of Corrections ("Department") and CSC of Central Florida, Inc. ("Contractor"), (individually, a"Party" and collectively referred to as "Parties").

Whereas, the Department creates or maintains, or has authorized the Contractor to receive, create, or maintaincertain Protected Health In

Documents

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