Attachment A Draft Moore Haven OM Contract Final.pdf

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ATTACHMENT A – DRAFT CONTRACT

OPERATIONS AND MANAGEMENT SERVICE CONTRACT

MOORE HAVEN CORRECTIONAL FACILITY

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TABLE OF CONTENTS

1. DEFINITIONS AND GENERAL TERMS OF CONSTRUCTION

2. SCOPE OF WORK

3. TERM OF THE CONTRACT AND REPRESENTATIONS

4. POSSESSION

5. OPERATION

6. EMPLOYEES

7. COMPENSATIONS AND ADJUSTMENTS

8. INDEMNIFICATION AND INSURANCE

9. CERTAIN PROHIBITIONS

10. DEFAULT AND TERMINATION PROVISIONS

11. ON-SITE CONTRACT MONITOR

12. MISCELLANEOUS PROVISIONS

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

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This Contract made and entered into on the date last signed below, by and between THE STATE OF FLORIDA, DEPARTMENT OF CORRECTIONS (“Department,” or “FDC”) and

[Contractor] (“Contractor).

WITNESSETH:

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

Whereas, the Florida Legislature, through the Correctional Privatization Act of Chapter 957, Florida Statutes (F.S.), has authorized the Department to enter into a contract with a private entity for the construction, operation, maintenance, and management of a secure correctional facility housing adult male minimum/medium custody inmates;

Whereas, an Invitation to Negotiate ITN-25-068 was issued on March 21, 2025, by the Department in order to select a Contractor to operate, maintain, and manage a nine hundred eighty-five (985) bed, adult male minimum/medium custody security level correctional facility located in Moore Haven County, Florida, and this contract is eligible for successive two (2) year contract renewals.

Now, therefore, in consideration of the agreements contained herein, the parties hereby agree as follows:

1. DEFINITIONS AND GENERAL TERMS OF CONSTRUCTION.

Construction – Number of Verbs or Nouns. Throughout this Contract, the singular may be read as the plural and the plural as the singular.

Definitions. The following terms used in this Contract shall, unless the context indicates otherwise, have the meanings set forth below:

1.1. ACA: American Correctional Association.

1.2. ACA STANDARDS or STANDARDS: The Standards for Performance-Based

Expected Practices for Adult Correctional Institutions, Fifth Edition, published by ACA (as heretofore supplemented and as same may be modified, updated, or supplemented in the future).

1.3. ADA: Americans with Disabilities Act of 1990: (42 U.S.C. § 12101, et. Seq.) The Americans with Disabilities Act of 1990.

1.4. APRN: Advanced Practice Registered Nurse.

1.5. AUTHORIZED REPRESENTATIVE: The person designated in writing to act for and on behalf of a party of this Contract, whose designation has been furnished to the other party hereto. In the case of CONTRACTOR, the Authorized Representative shall be designated in writing by its President or any Vice President. The designation of CONTRACTOR’s initial Authorized Representative shall be delivered to the Department no later than the effective date of this Contract. CONTRACTOR’s Authorized Representative may designate other persons to assist such Authorized

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Representative in the performance of certain obligations required by this Contract. In the case of the Department, the Bureau Chief is hereby designated as its Authorized Representative. At any time, either party may designate another person as its Authorized Representative by delivering to the other party a written designation signed, if on behalf of CONTRACTOR by its President or Vice President, or if on behalf of the Department by the Bureau Chief. Such designations shall remain effective until new written instruments are filed with or actual notice is given to the other party that such designations have been revoked.

1.6. BREACH OF CONTRACT: Any of the events or circumstances described in Section 10, Default and Termination Provisions.

1.7. BUREAU: The Florida Department of Corrections, Bureau of Contractor-Operated Correctional Facilities.

1.8. BUSINESS DAY: Monday through Friday from 8:00 a.m. through 5:00 p.m. Eastern Time, except for paid holidays as identified in section 110.117, F.S. or official Department office closures.

1.9. CFO: Certified Food Option.

1.10. CHO: Chief Health Officer.

1.11. CJIS: Criminal Justice Information Service.

1.12. CMA: Correctional Medical Authority.

1.13. CONTRACT: This Contract, together with all attachments, exhibits, amendments, and modifications entered into between the Bureau and CONTRACTOR. The Contract will consist of the following documents (the exhibits listed below are hereby incorporated by reference and contain additional contractual obligations of the parties):

1.13.1. This main contract document (which was Attachment A – Draft Contract, to the ITN);

1.13.2. Exhibit A, PUR 1000, General Contract Conditions, which is available at the following website:

https://www.dms.myflorida.com/content/download/2933/file/PUR%201000% 20%28General%20Contract%20Conditions%29.pdf

1.13.2.1. Section 8.g. does not apply to this Contract.

1.13.3. Exhibit B, Transfer Agreement (Must be executed by the Contractor and

FDC);

1.13.4. Exhibit C, Memorandum of Agreement – Emergency Response Team (Must be executed by the Contractor and FDC);

1.13.5. Exhibit D, Memorandum of Agreement – Release of Liability (Must be executed by the Contractor and FDC);

1.13.6. Exhibit E, Contractor’s Price Sheet (The pricing submitted by the Contractor on the ITN’s Attachment C – Price Sheet);

1.13.7. Exhibit F, Staffing Pattern (The Technical Proposal submitted by the Contractor in response to the ITN);

1.13.8. Exhibit G, Positions and Salaries (The Technical Proposal submitted by the Contractor in response to the ITN);

1.13.9. Exhibit H, Inmate Programmatic Services Plan (The Technical Proposal submitted by the Contractor in response to the ITN);

https://www.dms.myflorida.com/content/download/2933/file/PUR%201000%20%28General%20Contract%20Conditions%29.pdf https://www.dms.myflorida.com/content/download/2933/file/PUR%201000%20%28General%20Contract%20Conditions%29.pdf

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1.13.10. Exhibit I, Transition Plan Requirements;

1.13.11. Exhibit J, Transition Schedule Requirements;

1.13.12. Exhibit K, Quarterly Performance Measures and Deliverables;

1.13.13. Exhibit L, Affidavit of No Offshoring (To be executed at the time of contract and annually thereafter); and

1.13.14. Exhibit M, POIIWTF Program Request and Budget Narrative.

No additional documents submitted by a Respondent will be incorporated in the Contract unless it is specifically identified and incorporated into the Contract.

In addition to the requirements set forth in this Contract, the Contractor has an ongoing obligation to comply with existing laws, FDC policies, procedures, and HSBs (relevant portions of which were attached to the ITN from which this Contract stems) as currently written or as amended. This includes, as determined applicable by FDC, criminal justice or law enforcement agency requirements related to public safety. Upon Contract execution, the Contractor will be provided access to FDC systems that will enable the Contractor to obtain the policies, procedures, and HSBs and any updates thereto. To the extent these are updated by FDC (or new policies, procedures, or HSBs are created) during the life of the Contract, the Contractor has an ongoing obligation to comply with such. No formal amendment to the Contract will be required to effectuate the Contractor’s obligation to comply with updated/new rules, laws, court orders or rulings, FDC policies, procedures, or HSBs. Please note that all forms referenced in this Contract, unless specifically identified otherwise, are FDC forms and subject to the same update procedures.

In the event any FDC documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

1. Contract

2. PUR 1000 General Contract Conditions

3. All other attachments to the Contract

1.14. CONTRACT ADMINISTRATOR: The Department employee who is primarily responsible for maintaining the official contract file. As of the Effective Date of the Contract, the Contract Administrator is [name], 501 Calhoun Street, Tallahassee, Florida 32399-2500. The Department may appoint a different Contract Administrator, which shall not constitute an amendment to the Contract, by sending notice to

CONTRACTOR.

1.15. CONTRACT MANAGER: The Department employee who is primarily responsible for management and oversight of the Contract and evaluation of the CONTRACTOR’s performance of its duties and obligations pursuant to the terms of the Contract. The Contract Manager is currently [name]. The Department may appoint a different Contract Manager, which shall not constitute an amendment to the Contract, by sending notice to CONTRACTOR. Any communication to the Department relating to the Contract shall be addressed to the Contract Manager.

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1.16. CONTRACTOR: The entity awarded this Contract to operate and manage the Facility.

The organizational entity serving as the primary Contractor with whom a contract is executed. The term Contractor shall include all employees, subcontractors, agents, volunteers, authorized representatives, or anyone acting on behalf of, in the interest of, or for, CONTRACTOR.

1.17. COURT ORDERS: Any existing or future orders or judgments issued by a court of competent jurisdiction, or any existing or future stipulations, agreements, or plans entered into in connection with litigation that are applicable to the operation, management, or maintenance of the Facility or related to the care and custody of inmates at the Facility.

1.18. CSU: Crisis Stabilization Unit.

1.19. DAY: A calendar day.

1.20. DCF: Florida Department of Children and Families.

1.21. DEA: Drug Enforcement Administration.

1.22. DEPARTMENT OR FDC: The Florida Department of Corrections.

1.23. DER: Drug Exception Request.

1.24. DOH: Florida Department of Health.

1.25. EMR: Electronic Medical Records.

1.27. EQUIPMENT or FURNITURE: All furniture and equipment not permanently attached to the Facility.

1.28. F.A.C.: Florida Administrative Code.

1.29. FACILITY: The nine hundred eight-five (985) bed minimum/medium custody adult male secure correctional facility located in Glades County, Florida, and designed and constructed for the detention of adult male minimum/medium custody inmates.

1.30. FBI: Federal Bureau of Investigation.

1.31. FCIC: Florida Crime Information Center.

1.32. FIXED EQUIPMENT or FIXTURE: All equipment and systems necessary to the operation of the Facility, which are an integral part of, or permanently attached to, a structure, or permanently connected to the Facility utilities.

1.33. FORCE MAJEURE: As defined in Form PUR 1000, section 5., n.

1.34. F.S.: Florida Statutes

1.35. GAAP: Generally Accepted Accounting Principles

1.36. HIPAA: Health Insurance Portability and Accountability Act of 1996 (42 U.S.C.

§1320d-8).

1.37. HSB: Health Services Bulletin.

1.38. IMR: Isolation Management Room.

1.39. INMATE: Any person assigned by FDC to be housed at the Facility over which FDC has contractual authority.

1.40. INMATE DAY: Each day, on which an inmate is housed at the Facility, including the first, but not the last day of incarceration as determined by the midnight count of each day.

1.41. ISP: Individualized Service Plan

1.42. JCAHCO: Joint Commission on Accreditation of Healthcare Organizations.

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1.43. LEASE PURCHASE AGREEMENT: The Amended and Restated Lease Agreement with Option to Purchase funding mechanism employed to fund the design/build contracts for the facility.

1.44. MOA: Memorandum of Agreement.

1.45. NCIC: National Crime Information Center.

1.46. OBIS: Offender Based Information System, which is a system established by FDC, in which the Contractor will submit updated information as further specified below. This is a legacy system that is subject to updates, upgrades, rebuilds, renaming, patches and any other technology solutions that the Department deems appropriate. Any reference to OBIS will include any changes or alterations to the system, including its name. To the extent any CONTRACTOR accesses or uses the system, the CONTRACTOR will go through the Department to coordinate with the Department’s legacy system vendors. Under no circumstances should a CONTRACTOR use its IT professionals or third party vendors not approved by the Department to perform any updates or maintenance to the Department’s legacy system.

1.47. OIG: Office of Inspector General

1.48. ON-SITE CONTRACT MONITOR: The employee or employees of the Department designated to monitor the operation of the Facility for contract compliance and to coordinate actions and communications between the FDC and the CONTRACTOR.

The Contract Monitor or the Bureau Chief, or its designee, shall be the official liaison between the Department and CONTRACTOR on all matters pertaining to the operation and management services of the Facility.

1.49. OPPAGA: Office of Program Policy Analysis and Government Accountability.

1.50. OSHA: The Occupational Safety & Health Administration.

1.51. PER DIEM RATE: The cost charged per inmate, per inmate day for the delivery of operation and management services at the Facility.

1.52. PRIVATELY OPERATED INSTITUTION INMATE WELFARE TRUST FUND

(POIIWTF): A trust fund account maintained by FDC that is required by section 945.215, F.S., and into which the net proceeds derived from operating inmate canteens, vending machines used primarily by inmates, receipts from telephone commissions, and similar sources shall be deposited monthly.

1.53. RMC: Reception and Medical Center.

1.54. SEC: Securities and Exchange Commission.

1.55. SERVICE COMMENCEMENT DATE: The date on which the CONTRACTOR shall begin providing operations and management services at the Facility. The Services Commencement Date shall be July 1, 2026, unless a later date is approved as provided for in Exhibit I, Transition Plan Requirements.

1.56. SOAPE: Subjective, Objective, Assessment, Plan, Evaluate. The structured organized method for healthcare providers to document healthcare.

1.57. SHOS: Self-Harm Observation Status.

1.58. STATE: The State of Florida, including the Florida Department of Corrections or any other state government entity referenced therein. These terms may be used interchangeably.

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1.59. STATE-OWNED FURNISHINGS AND EQUIPMENT: The items of personal property purchased with disbursements from the Project Account and leased to the Department pursuant to the terms and provisions of the Lease Purchase Agreement or reimbursed from POIIWTF or reimbursed from funds for Enhanced In-Prison and Post-Release Recidivism Reduction Programs.

1.60. SUBCONTRACT: An agreement entered into by CONTRACTOR with any other person or entity to perform any performance obligation for CONTRACTOR specifically related to securing or fulfilling CONTRACTOR’s obligations to the Department under the terms of this Contract.

1.61. SUBCONTRACTOR: Any person or entity other than an employee of CONTRACTOR who performs or agrees to perform any of CONTRACTOR’s obligations under the terms of this Contract.

1.62. TRANSFER AGREEMENT: Exhibit B, Transfer Agreement, between the CONTRACTOR and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Moore Haven Correctional Facility and facilities operated by the FDC.

1.63. UNFORESEEN CIRCUMSTANCES: Those acts or occurrences beyond the reasonable contemplation of the parties at the time of execution of this Contract that materially alter the financial conditions upon which this Contract is based.

2. SCOPE OF WORK

2.1. PURPOSE. The purpose of this Contract is to establish the terms and conditions under which CONTRACTOR shall operate and manage the Facility.

3. TERM OF THE CONTRACT AND REPRESENTATIONS

3.1. TERM. The Contract shall take effect upon signature, with the initial term continuing until three (3) years from the Service Commencement Date, unless terminated earlier pursuant to Section 10, DEFAULT AND TERMINATION PROVISIONS.

3.2. RENEWAL TERM. The Contract may be renewed, in whole or in part, for successive two (2) year renewal terms, pursuant to section 957.04(1)(i), F.S. Renewals shall be at the price indicated in the attached Price Sheet. The renewal must be in writing and signed by both Parties and is contingent upon satisfactory performance evaluations and subject to availability of funds. The renewal must meet the savings requirements set forth in section 957.07, F.S. In addition, the Contractor shall not charge any costs for renewal of the Contract. Pursuant to section 957.04(1)(i), F.S., the State is not obligated for any payments to the Contractor beyond current annual appropriations.

3.3. INITIAL TRANSITION PERIOD. The Contractor shall work expeditiously to ensure transition of services from the incumbent vendor (if the incumbent is not the Contractor) to the Contractor by the Services Commencement Date. The Contractor shall provide the deliverables required in Exhibit I, Transition Plan Requirements.

3.4. COMMENCEMENT OF SERVICES. Contractor’s obligation to provide operations and management services under this Contract, and the Department’s obligation to pay the

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Contractor for services, shall begin on the Service Commencement Date. Meetings, trainings or services related to the transition prior to the Service Commencement Date are provided gratuitously by the Contractor.

3.5. FINAL TRANSITION PERIOD. In the event the Contract is transitioned from the Contractor to the FDC or a successor vendor, the CONTRACTOR must continue to operate the Facility at the level of engagement directed by FDC for a period of ninety

(90) days to ensure an orderly and efficient transition. During this transition period, CONTRACTOR will complete the transfer of all necessary records, files, and documents for the operation of the Facility, including but not limited to inmate records, maintenance records, personnel files, facility and blueprint records, environmental records, inventories, and any other record determined necessary by FDC to effect a successful transfer. This obligation of the Contractor survives the expiration or termination of the Contract.

3.6. REPRESENTATIONS OF THE DEPARTMENT. The Department represents and warrants to and for the benefit of CONTRACTOR, with the intent that CONTRACTOR shall rely thereon for purposes of entering into this Contract, as follows:

3.6.1. Authorization. This Contract has been duly authorized, executed, and delivered by the Department and, assuming due execution and delivery by the Department constitutes a legal, valid, and binding agreement enforceable against the Department in accordance with its terms, subject to Sections

3.6.3 and 10.8.

3.6.2. Disclosure. There is no material fact which materially and adversely affects or in the future shall (so far as the Department can now reasonably foresee) materially and adversely affect the Department’s ability to perform its obligations under this Contract which has not been accurately set forth in this Contract or otherwise accurately disclosed in writing to CONTRACTOR prior to the date hereof.

3.6.3. Statutory Contingency. The State’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Florida Legislature, pursuant to Section 287.0582, F.S., and the State is not obligated for any payments that exceed the amount of the current annual appropriation, pursuant to Section 957.04(2)(d), F.S.

3.7. REPRESENTATIONS OF CONTRACTOR. CONTRACTOR represents and warrants to and for the benefit of the Department, with the intent that the Department shall rely thereon for purposes of entering into this Contract, as follows:

3.7.1. Organization and Qualification. CONTRACTOR has been duly incorporated and validly exists as a corporation in good standing under the laws in its jurisdiction of incorporation with power and authority to own its properties and conduct its business as presently conducted. CONTRACTOR is duly qualified to do business as a corporation in good standing in Florida.

3.7.2. Authorization. This Contract has been duly authorized, executed, and delivered by CONTRACTOR, and constitutes a legal, valid, and binding agreement enforceable against CONTRACTOR in accordance with its terms.

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3.7.3. No Defaults under Contract. CONTRACTOR is not in default, nor is there any event in existence which, with notice or the passage of time or both, would constitute a default by CONTRACTOR, under any indenture, mortgage, deed of trust, lease, loan agreement, license, security agreement, contract, governmental license or permit, or other agreement or instrument to which it is a party or by which any of its properties are bound and which default would materially and adversely affect CONTRACTOR’s ability to perform its obligations under this Contract.

3.7.4. Compliance with Laws. Neither CONTRACTOR nor its officers and directors purporting to act on behalf of CONTRACTOR have been advised, and have no reason to believe, that CONTRACTOR or such officers and directors have not been conducting business in compliance with all applicable laws, rules, and regulations of the jurisdictions in which CONTRACTOR is conducting business including all safety laws and laws with respect to discrimination in hiring, promotion or pay of employees or other laws affecting employees generally, except where failure to be so in compliance would not materially and adversely affect CONTRACTOR’s ability to perform its obligations under this Contract. This includes the certification requirements in the Department of Management Services’ Forms PUR 7801, 1355, 2024, or any other applicable state law or requirement.

3.7.5. No Litigation. Within 15 days after the Department’s Notice of Intent to Award and prior to executing this contract, the CONTRACTOR has disclosed any current investigation by any governmental entity, any legal action or formal charge that has been initiated or served by a federal or state entity or agency or any other complainant. Except as previously disclosed in writing to the Department, there is not now pending nor, to the knowledge of CONTRACTOR, threatened, any action, suit, or proceeding to which CONTRACTOR is a party, before or by any court or governmental agency or body, which might result in any material adverse change in CONTRACTOR’s ability to perform its obligations under this Contract, or any such action, suit, or proceeding related to environmental or civil rights matters: and no labor disturbance by the employees of CONTRACTOR exists or is imminent which might be expected to materially and adversely affect CONTRACTOR’s ability to perform its obligations under this Contract.

3.7.6. Taxes. CONTRACTOR has filed all necessary federal, state, and foreign income and franchise tax returns and has paid all taxes as shown to be due thereon; CONTRACTOR has no knowledge of any tax deficiency which has been or might be asserted against CONTRACTOR which would materially and adversely affect CONTRACTOR’s ability to perform its obligations under this Contract.

3.7.7. Financial Statements. CONTRACTOR has delivered, or shall deliver, to the Department copies of the following financial statements with all sub schedules and footnotes: a balance sheet, profit and loss statement, and a change in financial position schedule for each of the prior three (3) years.

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Such financial statements fairly present the financial position of CONTRACTOR at the date shown and the results of its operations for the periods covered, and have been prepared in conformity with GAAP applied on a consistent basis, except as discussed in the notes to the financial statements.

3.7.8. No Adverse Change. Since the date of CONTRACTOR’s most recent balance sheet provided to the Bureau, there has not been any material adverse change in CONTRACTOR’s business or condition, nor has there been any change in the assets or liabilities or financial condition of CONTRACTOR from that reflected in such balance sheet which is material to CONTRACTOR’s ability to perform its obligations under this Contract.

3.7.9. Disclosure. There is no material fact which materially and adversely affects or in the future shall (so far as CONTRACTOR can now reasonably foresee) materially and adversely affect CONTRACTOR’s ability to perform its obligations under this Contract which has not been accurately set forth in this Contract or otherwise accurately disclosed in writing to the Department prior to the date hereof. Failure to disclose such material facts, as described above, is grounds for termination for false representation.

4. POSSESSION

4.1. POSSESSION OF FACILITY. On the Services Commencement Date effective the date of this Contract, the Department shall grant to CONTRACTOR exclusive use, possession, and control of the land and property comprising the Facility and its grounds, subject to terms of this Contract and to the right of the Department and other appropriate parties (including, but not limited to, OPPAGA, FDC, CMA, DOH, OSHA, DCF, and Legislative staff) to enter and/or inspect the Facility, programs, health services, food services, and grounds pursuant to Section 4.11.

4.2. POSSESSION OF STATE-OWNED FURNISHINGS AND EQUIPMENT. On the Services Commencement Date, the Department shall grant CONTRACTOR exclusive use and possession, subject to the terms of this Contract, of state-owned furnishings and equipment as same is defined and set out in the Design/Build Agreement. Items purchased with state funds are owned by the State of Florida and shall remain with the Facility in the event of termination or expiration of this Contract. All furnishings and equipment are State property, except for CONTRACTOR Property as set forth under Section 4.6.

4.3. INVENTORY. As part of CONTRACTOR’s responsibility, CONTRACTOR shall prepare and maintain an inventory of state-owned furnishings and equipment designating their approximate replacement values. Such inventory shall include the manufacturer, model number, serial number, monetary value (purchase cost), and assigned identification number. This inventory shall be provided to the On-Site Contract Monitor no later than the service commencement date and quarterly thereafter. State-owned furnishings and equipment shall remain part of the Facility and may not be removed from the Facility, without written approval from the Contract

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Manager. The Department shall be entitled to conduct an independent inventory of state-owned furnishings and equipment prior to or within a reasonable time after the Services Commencement Date and shall be entitled to conduct an inventory of state-owned furnishings and equipment throughout the Term of this Contract.

CONTRACTOR shall cooperate with the Department in its conducting of all inventories of state-owned furnishings and equipment. State property shall be designated with a sticker indicating it was purchased with state funds. CONTRACTOR is responsible to place stickers on state property. CONTRACTOR shall submit a monthly inventory report detailing the manufacturer, model number, serial number, assigned identification number and location of the inventory item(s), and identify each item as being owned by (or purchased with funds of) the state, POIIWTF or CONTRACTOR.

4.4. REPLACEMENT OF INVENTORY. CONTRACTOR, for the Facility furnishings, fixtures, and equipment covered by the "major maintenance and repair reserve fund" as described in Section 4.10, shall replace within sixty (60) days of the date of discovery of loss, theft, damage, or inoperability beyond repair with equipment having like functional ability, life expectancy, and quality. Upon receipt, such replacement equipment shall be added to the inventory and shall become the property of the State.

The On-Site Contract Monitor shall be notified quarterly, in writing, of any state-owned furnishings and equipment that were replaced. Such notification must include all pertinent information (including a copy of the purchase receipt showing purchase cost, manufacturer, model number, serial number and assigned identification number) for the replaced item. Inoperable equipment replaced by CONTRACTOR shall be disposed of by CONTRACTOR after prior written approval by the Department.

4.5. REPLACEMENT OF LIFE SAFETY RELATED INVENTORY. From time to time, certain pieces of equipment or parts of a facility’s inventory will have to be replaced completely or updated to accommodate or adhere to public safety or life safety requirements. Where changes in the law related to safety, official public safety directives or executive or emergency orders are issued that impact safety, FDC will provide clarity on timelines or implementation plans where time permits. It is the CONTRACTOR’s responsibility to remain up to date on issues of safety and initiate conversations with the Department as changes arise.

4.6. CONTRACTOR PROPERTY. CONTRACTOR shall provide equipment as it deems necessary, which shall be clearly identified and inventoried. Ownership of this property shall remain with CONTRACTOR and may be removed from the premises at any time by CONTRACTOR, provided that any damage to the Facility resulting from any removal pursuant to this Section shall be repaired by CONTRACTOR at the expense of CONTRACTOR. Any additional equipment purchased by CONTRACTOR during the term of this Contract may be purchased by the Department at the conclusion of the Contract at CONTRACTOR`s cost, less depreciation. Documentation of costs shall be provided.

4.7. SANITATION AND HYGIENE. CONTRACTOR shall provide an environmentally clean, healthy, and safe Facility for both employees and inmates. CONTRACTOR shall be responsible for the following:

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4.7.1. Sanitation and hygiene shall be maintained, at a minimum, at a level equivalent to the level of FDC facilities and in accordance with FDC’s Environmental Health and Safety Manual. All floors shall be maintained and cleaned in accordance with industry standards. Concrete and composite flooring shall be waxed. All areas of the facility shall be maintained free of cobwebs or dust build-up, including ceiling and wall grills. Any dirt and/or dust-build up shall not be accepted. The yards shall be free of all trash. All kitchen equipment and utensils shall be free of grease build-up.

4.7.2. All areas of the Facility shall be inspected daily for cleanliness and documentation of such inspections shall be provided to the On-Site Contract Monitor.

4.7.3. Lighting, ventilation, and heating equipment shall be functioning at all times.

No fire, safety or health hazards shall exist.

4.7.4. All plumbing equipment, including toilets, sinks, and showers shall be operating properly at all times.

4.7.5. All hazardous chemicals shall be inventoried, stored and maintained in accordance with OSHA’s policy and procedures. Inventories and inspection documentation shall be made available to the On-Site Contract Monitor as requested.

4.7.6. Food service areas shall be clean and in compliance with applicable state health regulations.

4.7.7. Copies of all inspection reports, including internal and reports from governing agencies, shall be submitted to the On-Site Contract Monitor. To the extent any such report indicates that the Facility does not meet a required standard and requires the Contractor to begin taking steps to correct the non-compliance issues immediately and report the action taken, any action scheduled and a projected timeline for the corrective action to be completed must be provided to the On-Site Contract Monitor within ten (10) business days. Any inspection report that identifies non-compliance will be handled in accordance with Section 7.4 and with time to cure in accordance with Section 10.4.

4.8. UTILITIES. CONTRACTOR shall furnish all utilities. Copies of utility bills shall be made available to the On-Site Contract Monitor upon request.

4.9. MAINTENANCE. CONTRACTOR shall maintain the physical structure of the Facility and all tangible personal property contained therein, including state-owned furnishings and equipment, in accordance with applicable FDC policy and procedure and Section 4.10, including all maintenance related to structural conditions or defects as well as ordinary routine maintenance adhering to the manufacturer’s recommended preventative maintenance schedule. CONTRACTOR shall maintain, preserve and keep the Facility and state-owned furnishings and equipment in good repair, working order and condition, subject to normal wear and tear, and shall make or cause to be made all necessary and proper repairs, including those identified by self-monitoring, external monitoring, and the Department’s inspections. All such replacements and renewals shall thereupon become part of the Facility. It is specifically understood and

Operations and Management Contract Page 14 of 115 agreed that CONTRACTOR shall develop and implement a preventive and routine maintenance plan and shall keep maintenance records. Copies of inspection reports, maintenance records and maintenance plans shall be provided to the On-Site Contract Monitor and the Facility Maintenance Monitor in a report by the fifteenth (15th) of each month. During the term of this Contract, the Department shall have no responsibility, financial or otherwise, with respect to maintenance of the Facility other than that explicitly provided under Section 4.10 The responsibility for maintenance of the Facility shall be the sole responsibility of CONTRACTOR.

The maintenance plan shall include the following:

4.9.1. Plant equipment;

4.9.2. Structural maintenance; and

4.9.3. Vehicle preventive maintenance programs.

4.10. MAINTENANCE AND REPAIR RESERVE FUND. CONTRACTOR shall make and be responsible for all routine and necessary maintenance, replacement, upgrades and refurbishment and/or repairs of the Facility, and repairs/replacements/or upgrades of all Facility furnishings, fixtures, and equipment, so long as the cost associated with any maintenance, replacement, refurbishment, upgrade or repair is $5,000.00 or less (per item, per occurrence). CONTRACTOR is still responsible for the initial $5,000.00 for any maintenance, replacement, refurbishment, upgrade or repair. However, costs in excess of $5,000.00 should be submitted in advance for approval as described in sections 4.10.1 through 4.10.2 below. On the first (1st) day of each month, the Department shall deduct one-twelfth (1/12) of $594,081.18 from the Contractor’s monthly invoice and transfer said amount to the Maintenance and Repair Trust Fund.

This equates to $49,506.77 per month.

4.10.1. Requests for reimbursement for maintenance, upgrades, refurbishment, replacement or repair costs in excess of $5,000.00 shall be submitted to the Bureau Chief in advance of obligating any funds to perform work or agree to purchase and, subject to the receipt of written approval from the Bureau Chief, the costs of such major maintenance or repairs shall be charged to the Maintenance and Repair Reserve Fund. The Department shall be the owner of such fund, and CONTRACTOR shall have no rights, other than as set forth herein, in such fund or in any fund earnings.

4.10.2. All requests for reimbursement submitted by the CONTRACTOR shall include the following:

4.10.2.1. Statement of need documenting the item to be repaired, refurbished, upgraded, maintained or replaced.

4.10.2.2. Detailed itemized breakdown for all costs associated with the repair or replacement.

4.10.2.3. Detailed bid specifications put forth to all contractors for the items to be repaired or replaced.

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4.10.2.4. A minimum of three (3) quotes from separate unrelated service contractors. The Bureau Chief may determine the necessity for clarified or additional quotes.

4.10.2.5. The details to appropriately dispose of the equipment that will be replaced, if applicable.

4.10.2.6. Confirmation from the insurance provider, if applicable, denying coverage of the repair, refurbishment, maintenance or replacement of the item.

4.10.2.7. Three (3) years of preventative maintenance records.

4.10.2.7.1. Preventative maintenance should adhere to the

manufacturer’s recommended maintenance schedule. This documentation should demonstrate the items was appropriately maintained.

4.10.2.8. Confirmation the warden and On-site Contract Monitor reviewed and approve submission of the request.

4.10.2.9. Requests received after the 30-day timeframe, without approval for additional time, shall be subject to denial.

4.10.2.10. Repairs or replacement commenced or completed prior to notifying the Department shall be subject to denial.

4.11. ACCESS TO THE FACILITY. The On-Site Contract Monitor, the Bureau Chief, and all Department representatives shall have access at all times, with or without notice, to inmates and staff and to all areas of the Facility, including real-time and/or time-delayed, remote access, where installed, to any video or other surveillance. Other Department employees and State officials (including, but not limited to, the OPPAGA, DOH, CMA, etc.) on official business shall have full access to inmates, staff, and all areas of the Facility at all times, with or without notice. Representatives shall not be unnecessarily detained at the front gate. CONTRACTOR shall not detain any representative(s) for any period of time in excess of the time necessary for parties to comply with existing security processes.

4.12. EXPANSION/RENOVATIONS. Subject to the prior written approval of the Department, which shall not unreasonably be withheld, CONTRACTOR shall have the authority to remodel the Facility or make substitutions, alterations, additions, modifications, and improvements to the Facility (provided CONTRACTOR does not use a lesser quality - burden of proof of quality is with the CONTRACTOR), the cost of which remodeling, substitutions, alterations, additions, modifications, and improvements shall be paid by CONTRACTOR, and the same shall become part of the Facility and owned by the State. Minor alterations may be done at CONTRACTOR’s expense without prior approval from the Department. Minor alterations shall be defined as alterations costing less than $25,000.00. All alterations shall comply with applicable codes and standards and shall be documented on the Facility’s inventory as necessary. The CONTRACTOR shall have no rights to reimbursement nor acquire any property interest as a result of its monetary investments or monetary contributions even if the contract is terminated prior to the expiration date. To the extent the Facility is altered, CONTRACTOR shall ensure that

Operations and Management Contract Page 16 of 115 blueprints or other designs do not become the intellectual property of the CONTRACTOR or any third party such that FDC does not have full and complete access to view or amend at will.

The Contractor may expand this Facility if authorized by the Department. In the event expansion of the Facility occurs, per diem and other adjustments shall be made upon mutual agreement of the parties.

4.13. MATERIAL DAMAGE OR LOSS. Promptly after the occurrence of any damage to or loss at the Facility that materially affects the continued operation of the Facility;

CONTRACTOR shall notify the Department of such loss or damage. The Department and CONTRACTOR shall jointly assess the nature and extent of such damage or loss and, as soon as practicable thereafter, determine whether it is practicable and desirable to rebuild, repair, or restore such damage or loss. If the Department and CONTRACTOR determine that such rebuilding, repairing, or restoring is practicable and desirable, CONTRACTOR shall forthwith proceed with such rebuilding, repair, or restoration. All costs associated with the rebuilding, repair, and/or restoration shall be reasonable, allowable, allocable, and documented. Competition (two or more responses) usually establishes price reasonableness. Upon the completion thereof, such rebuilding, repair or restoration shall thereupon become part of the Facility. In such case, any insurance proceeds received in respect to such damage or loss shall be used for payment of, or reimbursement for, the costs of such rebuilding, repairing or restoring. Insurance records, including proceeds and deductibles, shall be provided to the On-Site Contract Monitor upon request. In the event such insurance proceeds are not sufficient to pay in full the costs of such repair, rebuilding or restoration, CONTRACTOR is responsible for payment due in excess of insurance proceeds received. If the Department and CONTRACTOR determine, in writing, that repairing, rebuilding or restoration is not feasible or practical, and further agree, in writing, not to rebuild, repair or restore the Facility, then this Contract shall terminate with respect to such Facility thirty (30) days after such determination.

4.14. VEHICLES. CONTRACTOR shall purchase and provide all vehicles required for the operation and maintenance of the Facility. CONTRACTOR shall have all vehicles properly insured for comprehensive, collision, property, medical, personal injury, theft and replacement damages. All maintenance plans and records, preventative maintenance, repair records, etc. shall be provided to the On-Site Contract Monitor monthly.

4.15. MEDIA ACCESS: CONTRACTOR shall adhere to Rule Chapter 33-104, Florida Administrative Code (F.A.C.), relating to media access. All media visits at the Facility require prior approval from the Department.

5. OPERATION

5.1. GENERAL DUTIES. CONTRACTOR shall provide the operation and management services and shall operate, maintain, and manage the Facility in compliance with applicable federal and state constitutional requirements, laws, court orders, and

Operations and Management Contract Page 17 of 115 standards (in the case of a conflict between standards, the more demanding standard shall control), whether now in effect or hereafter effected or implemented, and in accordance with the operational plan, the terms and conditions contained in this Contract, and any documents referenced therein. CONTRACTOR shall be in compliance with all applicable ACA Standards and requirements for adult correctional institutions, except for ACA Standards from which CONTRACTOR has been explicitly exempted in writing by the Bureau Chief and shall maintain ACA accreditation.

CONTRACTOR must submit a written request for any such exemption to the Bureau Chief, who may, at his/her sole discretion, grant or deny such exemption in writing to CONTRACTOR. Any decision by the Bureau Chief is final and not subject to appeal or challenge by CONTRACTOR in any civil or administrative forum, nor subject to any mediation or arbitration proceedings.

5.1.1. Pursuant to Chapter 957.04(1)(f), F.S., CONTRACTOR may propose a waiver of a particular FDC rule, policy, or procedure that is inconsistent with the mission to establish and maintain cost-effectiveness at the Facility. Such proposals shall be submitted to the Bureau Chief, who may, at his/her sole discretion, grant or deny such a waiver in writing to CONTRACTOR. All decisions by the Bureau Chief under this Section are final and not subject to appeal or challenge by CONTRACTOR in any civil or administrative forum, nor subject to any mediation or arbitration proceedings.

5.2. FISCAL OPERATIONS. CONTRACTOR shall comply with all of the following requirements concerning fiscal operations, including but not limited to, the proper maintenance of accounting records and the periodic report of financial data in accordance with all auditing requirements as generally specified in Sections 5.3 through 5.8.

5.2.1. The CONTRACTOR may utilize the FDC established contracts for revenue-generating services, including, but not limited to, canteen/commissary, package programs, and vending. The CONTRACTOR must utilize the FDC established contract for inmate communications. The CONTRACTOR may work with the Department to implement services from their existing contracts in coordination with the Department. All revenue generated from these services shall continue to be deposited in the POIIWTF. This coordination shall help standardize services for inmates and their friends and family and help maximize contributions to the POIIWTF.

5.3. MAINTENANCE AND OPERATION OF FUNDS. CONTRACTOR shall maintain operating its books and records in accordance with GAAP in reasonable detail to include, but not limited to, groups of accounts for Facility operations, health services, substance abuse, educational services, food services, security services, maintenance and administration.

5.4. OPERATION OF INMATE BANK. CONTRACTOR shall maintain Inmate Bank funds separate and apart from other funds and to abide by FDC policy and procedure directives as regarding the same.

5.5. OPERATION OF THE PRIVATELY OPERATED INSTITUTIONS INMATE

WELFARE TRUST FUND (POIIWTF). CONTRACTOR shall maintain the POIIWTF

Operations and Management Contract Page 18 of 115 accounts in accordance with the all applicable standards and FDC rules and regulations. Funds in the POIIWTF may be appropriated annually by the Legislature for the benefit and welfare of inmates incarcerated in privately operated correctional facilities. Subject to sufficient funds in the POIIWTF and budget authority in accordance with Exhibit M, POIIWTF Program Request and Budget Narrative, which is inclusive of the following attachments: A. POIIWTF Program Request and Narrative;

B. Budget Instructions; and C. Budget Narrative. Services are strictly paid as cost reimbursement. No funds will be paid for services not provided.

5.5.1. By March 1 of each year, Contractor must submit an application for expenditures to be made from the POIIWTF for the next fiscal year to the Department for review. In accordance with section 944.72(1), F.S., planned expenditures must cover expenses for the benefit and welfare of inmates at the Facility.

5.5.2. Expenditures from this trust fund must meet the guidelines of Section 945.215, F.S. and may not include items that are part of the Contract.

5.5.3. CONTRACTOR must compile a report that documents the actual receipts and expenditures from this trust fund for each current fiscal year, beginning July 1 and ending June 30, and provide such to the Department. This report is due by July 31 each year for the previous fiscal year.

5.5.4. Expenditures for operational cost and fixed capital outlay made from the POIIWTF must meet the guidelines of section 945.215, F.S., and applicable terms of this Contract. Contractor is responsible for contracting and overseeing the construction of fixed capital outlay projects authorized by the Legislature. All operations and fixed capital outlay projects and expenditures must be approved by the Department.

5.5.5. CONTRACTOR shall send to the Department a monthly report by the fifteenth (15th) of each month, for the previous month’s deposits and expenditures made to the POIIWTF (Commissary Account).

5.5.6. CONTRACTOR shall send to the Department a monthly reimbursement request for approved program expenditures, conforming to the Department’s procedure, by the fifteenth (15th) of each month, for the previous month’s program expenditures.

5.5.7. The Contractor may utilize the FDC established contracts for revenue generating services including, but not limited to, canteen/commissary, package programs, inmate telephone, vending, and multimedia kiosks/tablets. The Contractor may work with the Department to implement services from their existing contracts, in coordination with the Department.

All revenue generated from these services shall continue to be deposited in the POIIWTF. This coordination shall help standardize services for inmates and their friends and family and help maximize contributions to the POIIWTF.

5.6. AUDITING OF TRUST ACCOUNTS. CONTRACTOR shall develop and update as necessary, with the approval of the Department, administrative procedures to ensure proper accounting and internal control of the receipts and expenditures of the funds

Operations and Management Contract Page 19 of 115 from the POIIWTF (Commissary Account) and Inmate Bank Fund. CONTRACTOR shall review such procedures yearly to ensure procedures remain current and timely.

Documentation of this review and any recommendations for change shall be submitted to the On-site Contract Monitor yearly. CONTRACTOR shall have an independent audit of the Inmate Bank Fund and POIIWTF (Commissary) fund, conducted on an annual (fiscal year) and cash basis, and the entire results of the audit shall be submitted to the Department by October 1st.

5.7. FINANCIAL REPORTING. Audited annual financial statement, prepared in accordance with GAAP and clearly distinguishing Inmate Bank and POIIWTF shall be filed not later than July 31st of each year except as provided for as below:

5.7.1 For the first, or partial year of occupancy:

5.7.1.1. If the period of occupancy has been six (6) months or less prior to July 1st of the succeeding year, the report shall not be due until July 31st of the second (2nd) succeeding year.

5.7.1.2. If the period of occupancy has been greater than six (6) months prior to July 1st of the succeeding year, the report shall be filed not later than July 31st of the succeeding year.

5.7.2 The monthly financial statement shall consist of at a minimum:

5.7.2.1 Inmate Bank Fund: Accounting of the Inmate Bank fund, including a spread sheet showing all account actions for the relevant time period for each account and the balance if any at the time of submission of the statement. This report is due monthly by the fifteenth (15th) day of the month or the first (1st) business day thereafter;

5.7.2.2 POIIWTF: A statement of…