CN-640000-HSA01.pdf

HEALTHCARE SERVICES

AGREEMENT

between

State of Florida, Department of Health, Orange County Health Department and

MaxVax, LLC.

THIS AGREEMENT made in Orange County by and between State of Florida, Department of Health, Orange County Health Department, an agency of the State of Florida (hereinafter referred to as "DOH-Orange" or "Department"), and MAXVAX, LLC, (hereinafter referred to as "Health Hero" or "Provider"), (Collectively the "Parties") (lndividually a "ParQr").

WHEREAS, it is the mission of the Department of Health to protect, promote and improve the health of all people in Florida through integrated state, county, and community efforts.

WHEREAS, the Department of Health is a state agency created pursuant to and for the purposes set forth in $20.43, F.S., and Chapter 154, F.S.

WHEREAS, the Provider's primary objective is to provide vaccines to students and the community in order to promote public health.

WHEREAS, the Provider shall provide COVID-19 vaccines/testing, and vaccinations as required by Rule 65C-22.000 and O4D-3.046, administered by licensed healthcare workers to students who have furnished a signed consent to receive a vaccination from the Provider, and to residents of Orange County.

WHEREAS, the Provider shall provide such support staff and supplies as may be required for the delivery of the Services as hereinafter described.

WHEREAS, the purpose of this relationship is to protect the health of our community and to provide the highest quality of healthcare services to the underserved population of Orange County.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises of the Parties, the Parties have agreed, and by these presents do agree, that they shall work together to achieve the terms and conditions hereinafter set forth below.

A. RECITALS. The foregoing recitals are true and correct in all respects and are incorporated herein by reference.

B. AUTHORITY. Sections 381.001 1, 381.003, and 1 0A3.22, Florida Statutes, and Florida Administrative Code Rule 64D-3.046

C. TERM. This agreement will begin on Wy_.2022, or the date on which is being signed by all parties, whichever is later. lt will end at midnight, Eastern Time on June 30,2022.

The State of Florida's performance and obligation to pay under this agreement is contingent upon annual appropriation by the Legislature and satisfactory performance of the Provider.

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D. DEFINITION OF TERMS.

1. Florida Shots - Statewide online immunization registry module where the records of all individual's immunizations given are stored.

2. Provider - lndividuals engaged by the Department to complete a specific task.

E. LOCATION OF WORK. The Provider may only administer the services during the hours and locations determined by DOH-Orange.

F. CRIMINAL BACKGROUND SCREENING,

Provider shall comply with all applicable laws and regulations regarding background screenings for all Provider staff administering and supporting the Services at Provideds sole expense. Provider represents and warrants to the Department that it shall comply with Sections 1A12.32, 1012.321,1012.465, 1A12.467, and 1012.468 of the Florida Statutes regarding background screenings.

G. PROVIDER QUALIFICATIONS AND EXPERIENCE:

Provider staff assigned to this agreement must possess, at minimum, the following qualifications and experience:

1. Licensed Physicians

2. Registered Nurses

3. Licensed Practical Nurses

4. Certified Nursing Assistants

5. Experience with performing immunization services

H. MANNER OF SERVICE PROVISION.

SERVICES TASKS. Health Hero will perform the following tasks in the time and manner specified by the Department. Health Hero agrees to:

a. Provide qualified staffing to administer vaccines (COVID-19 and other vaccines as per Rule 64D-3.046, F.A.C.) and conduct COVID-19 testing, within 48 hours of request from DePartment.

b. Administer vaccines and conduct COVID-19 testing at various locations as directed by the DePartment.

c. Collect and record all information into the Florida Shots software application as provided by the state, following the predetermined standards established by the

Department. Before administering a vaccine, the Provider shall review the client's record in Florida Shots to avoid duplication of services.

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d. The Provide/s plan for performing the Services has been or shall be reviewed and approved by a physician licensed to practice medicine in the State of Florida who is in good standing with the Board of Medicine. Provider shall ensure that all nurses administering vaccinations are property licensed to practice in the State of Florida and will follow the national Centers for Disease Control and Prevention (-CDC') protocols for administering vaccinations.

e. To administer the services according to the recommendations and guidance issued by the CDC and applicable vaccine manufacturers.

f. Provider shall administer all vaccines requested by a medically eligible student's parenUguardian or any resident of Orange County, regardless of age or insurance.

g. Vaccines:

1) To supply all vaccines required for the services. Provider shall have exclusive ownership and control over its vaccine supply.

2) Transport, store, and handle the vaccines in accordance with the Vaccine Storage and Handling Recommendations and Prevention for Storage and Handling of selected Biologicals promulgated by the United States Department of Health and Human Services and the CDC.

3) Handle the vaccines in accordance with the vaccine package inserts.

4') Supply all other needed medical supplies for the services, including any sharps biohazard containers required for proper and safe disposal of medical supplies. Provider acknowledges that vaccines, syringes, and needles cannot be reused.

5) Only provide Services to any person who has delivered a signed vaccination consent form (or in case of any student underage of eighteen (18), their parent or guardian shall have signed a vaccination consent form.

The consent form must be available in English, Spanish and Haitian Creole.

6) Furnish a cunent Vaccine lnfonnation Statement (VlS) to each person receiving a vaccine and answer questions about the benefits and risks of vaccination along with Consent.

7) As appropriate, print the completed 680 Form and provide the parenUguardian with the updated form.

h. DATA SECURITY AND CONFIDENTIALLITY.

The Provider, its employees, subcontractors, and agents must comply at all times with all Department data security procedures and policies in the performance of this agreement as specified in the Data Security and Confidentiatity form, Attachment ll.

2. DELIVERABLES.

a. Deliverable 1. Provider shall provide vaccination and testing services in the time and manner specified in Services Tasks a-h.

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b. Deliverable 2. All vaccines administered shall be recorded in Florida Shots.

c. Deliverable 3. Florida Shots records will be reviewed before vaccines are administered and vaccines will not be duplicated.

3. PERFORMANCE MEASURES. All deliverables and related tasks must be completed 100Yo as specified.

4. FINANCIAL CONSESUENCES.

a. The Department will perform a weekly sample audit of the administered vaccines. Failure to rcord all vaccines/immunizations in Florida Shot will result in a payment reduction of $5.00 per occurrence.

b. The Department will perforrn a weekly sample audit of the administered vaccines. For every duplicated vaccine/immunization will result in a payment reduction of $5.00 per occurrence.

5. Reports

Title Report Content Due Date Submit To

Tracking Weekly Report

(provided via

HHF ERM

Sorrell system.

Event date and time, client name, DOB, vaccines administered Weekly with invoice Contract Manager @ roxann. nelson @fl health. gov

Team's Attendance

Event date and team's members name

Weekly with invoice

Contract Manager @ roxann. nelson @fl health.gov

6. METHOD OF PAYMENT.

a. This is a fixed-price (unit cost) contract. The department shall pay the Provider, upon satisfactory completion of the deliverables outlined in this agreement for a total dollar amount not to exceed !IU, subject to the availability of funds. The department agrees to pay for the services units at the unit prices and limits listed below:

Units of Service Unit Rate/Per Cry_ Vaccination Team $3,200.00

Govid Testing $95.00

"*Each team consisfs of a vaccinator and an assisfa nt. The number of teams witl be determined by the Provider and the Department using the number of vaccines being administered along with the estimated number of participants determine in advance of the vaccination clinic. Actual daity participation and vaccineilimmunizatians administered witt not impact the vaccination team per day rate.

b. lnvoiceRequirement.

1) Provider must request payment on a weekly basis through the submission of a properly completed invoice to the Contract Manager within 5 days following the end of the week for which payment is being requested. The final week's invoice for this contract period must be submitted within 5 days from the end of the contract period.

2) Payment will be made by the Department upon submission of a properly complete invoice after delivery and acceptance of commodities or contractual services is confirmed in writing by the Department. lnvoices must contain sufficient detail for audit thereof and must contain the agreement and the Provider's Federal Employer ldentification Number or Social Security Number.

l. DOH-Orange

a. DOH-Orange shall:

1) Designate a single contact person to coordinate the provision of services with the Provider.

2) Promote participation in this School-Age Children Vaccine lnitiative through normal Health Department Communications, including social media, pressreleases and local news coverage when available.

3) Designate a contract manager for this agreement.

J. OTHER TERMS AND GONDITIONS - See Attachment ll

This Agreement and its attachments as referenced, Attachment I (Data Security and Confidentiality form) Attachment ll (Other Terms and Conditions) contain all the terms and conditions agreed upon by the parties. There are no provisions, terms, conditions, or obligations other than those contained herein, and the Agreement shall supersede all previous communications, representations, or agreements, either verbal or written between the parties. lf any term or provision of the Agreement is found to be illegal or unenforceable, the remainder of the Agreement shall remain in fullforce and effect and such term or provision shall be stricken.

SIGNATURES ON THE NEXT PAGE

IN WTNESS THEREOF,

their undersigned officials the hereto have caused this 18-page Agreement to be executed by asd authorized.

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Signed By:

Name:

Title:

Date:

FID #:

Signed By:

Name:

Title:

Date:

State of Florida, Department of Health Orange County Health Department a a

Beth A. Paterniti, M.P.A.

lnterim Administrator and Health Officer

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HAS-IMM-001

Attachment I Application and Data Security and Confidentiality

This attachment is for the purpose of ensuring adequate information security protection is in place in at all times during this contract between the Department of Health hereinafter referred to as “the (Department”) and service providers, vendors, and information trading partners, all referenced hereinafter together referred to as “Providers” in this attachment.

In this document, the term State Data means any electronic information including, but not limited to, records, files, computer programs, and databases, that are owned by the state of Florida.

1. Hosting Data or Applications – This section applies to all contracts whereby a Provider is hosting data, or hosting an application that processes data, on behalf of the Department. Provider will comply with the following:

a. Provider, its employees, subcontractors, and agents will comply with all security and administrative requirements of the Department in performance of this contract. Provider will provide immediate notice to the Department’s Information Security Manager (ISM), or their designee, in the event it becomes aware of any security breach and any unauthorized transmission of State Data as described below or of any allegation or suspected violation of security requirements of the Department.

b. Provider will produce, upon entering a contract, a current security audit (no more than 12 months old) performed by a third party that is certified to perform such audits that demonstrate the use of sound security measures and practices by the Provider hosting the data or application that is processing data, as defined by a nationally recognized security framework. Provider will produce the status of any corrective action plans underway to address deficiencies found in the security audit. Provider must provide an annual update on any open corrective action plans associated with the most recent audit’s noted deficiencies. The Department has the right to require Provider to produce a new or updated audit every three years during the contract term, at Provider’s expense.

c. Provider will provide a copy of its American Institute of Certified Public Accountants (AICPA) “Standards for Attestation Engagements no. 18” (SSAE 18) Service Organization Controls (SOC) Report, SOC #, Type #, to the Department by May 1. For each additional year of the contract, at the request of the Department, Provider will obtain a current American Institute of Certified Public Accountants (AICPA) “Standards for Attestation Engagements no. 18” (SSAE 18).

d. Data Loss Prevention: Provider will perform periodic backups of all data (files, programs, databases, electronic records, etc.) hosted by Provider on behalf of the Department sufficient to ensure no data loss occurs, and that data will be restored from backup when necessary, at the Provider’s sole expense. In the event of loss of any State Data or records, where such loss is due to the negligence of Provider or any of its subcontractors or agents, the Department may be entitled to sanctions by law or financial consequences per the Contract.

e. Breach: A confirmed event that compromises the confidentiality, integrity or availability of information or data. In the event of a breach of any State Data where such breach is due to the negligence of Provider or any of its subcontractors or agents, the Department may be entitled to sanctions by law or financial consequences per the Contract. Provider may be subject to administrative sanctions for failure to comply with section 501.171, Florida Statutes, for any breach of data, due to a failure to maintain adequate security, and responsible for any costs to the Department for the breach caused by Provider.

f. Data Protection: No State Data or information will be stored in, processed in, or shipped to offshore locations or outside of the United States of America, regardless of method, except as required by law. Access to State Data will only be available to approved and authorized staff, including offshore Provider personnel, that have a legitimate business need. Requests for offshore access will be submitted in accordance with the Department established processes and will only be allowed with express written approval from the Deputy Secretary of Operations. Third parties may be granted time-limited terminal service access to IT resources as necessary for fulfillment of related responsibilities with prior written approval by the ISM. Third parties will not be granted remote access via VPN, private line, or firewall holes, without an approved exemption. Requests for exceptions to this provision must be submitted to the ISM for approval. When remote access needs to be changed, the ISM will be promptly notified. Provider will abide by all Department and state of Florida data encryption standards regarding the transmission of confidential or confidential and exempt information.

Documented encryption standards will be provided upon request. Offshore data access must be provided via a trusted method such as SSL, TLS, SSH, VPN, IPSec or a comparable protocol approved by the ISM. Confidential information must be encrypted using an approved encryption technology when transmitted outside of the network or over a medium not entirely owned or managed by the Department.

g. Notice Requirement: Provider will notify the Department upon detection of anomalous or malicious traffic within the scope of contracted services. To the extent applicable, failure to notify the Department of events or incidents that result in breach will subject Provider to legal sanctions, financial consequences per the contract and/or any costs to the Department of such breach of security.

h. Data Retention: Provider must retain data as follows:

i. Copies: At contract termination or expiration, submit copies of all finished or unfinished documents, data, studies, correspondence, reports and other products prepared by or for Provider under the contract; submit copies of all State Data to the Department in a format to be designated by the Department in accordance with section 119.0701, Florida Statutes;

shred or erase parts of any retained duplicates containing personal information of all copies to make any personal information unreadable.

ii. Originals: At contract termination or expiration--retain its original records, and maintain, in confidence to the extent required by law, Provider’s original records in un-redacted form, until the records retention schedule expires and to reasonably protect such documents and data during any pending investigation or audit.

iii. Both Copies and Originals: Upon expiration of all retention schedules and audits or investigations and upon notice to the Department, destroy all State Data from Provider’s systems including, but not limited to, electronic data and documents containing personal information or other data that is confidential and exempt under Florida public records law.

2. Application Provisioning – This section applies to all contracts whereby a Provider is making available a software application to be used by the Department for collecting, processing, reporting, and storing data. Provider’s software application used for the Department’s automation and processing must support, and not inhibit, each of the following Department security requirements:

a. Users must never share account passwords or allow other users to use their account credentials. Users are responsible for all activities occurring from the use of their account credentials.

i. Department employees are responsible for safeguarding their passwords and other authentication methods by not sharing account passwords, email encryption passwords, personal identification numbers, smart cards, identification badges, or other devices used for identification and authentication purposes.

ii. Passwords will not be passed or stored in plain text. Passwords must be encrypted or secured by other means when stored or in transit.

b. Department employees will be accountable for their account activity.

i. Audit records will allow actions of users to be uniquely traced for accountability purposes.

ii. User accounts must be authenticated at a minimum by a complex password. Department accounts will require passwords of at least 10 characters to include an upper and lowercase letter, a number, and a special character.

iii. Department employees must log-off or lock their workstations prior to leaving the work area.

iv. Workstations must be secured with a password-protected screensaver with the automatic activation feature set at no more than 10 minutes.

c. Department employees must not disable, alter, or circumvent Department security measures.

d. Computer monitors must be protected to prevent unauthorized viewing.

e. Consultation involving confidential information must be held in areas with restricted access.

f. Confidential information must be printed using appropriate administrative, technical, and physical safeguards to prevent unauthorized viewing.

g. Access to data and information systems must be controlled to ensure only authorized individuals are allowed access to information and that access is granted upon a “need-to-know” basis only.

h. User accounts will be deleted or disabled, as appropriate, within 30 days of employment termination, non-use of account for 60 consecutive days, or under direction of a manager or Personnel and Human Resource Management’s notification of a security violation.

i. Confidential information will not be disclosed without proper authority. It is the responsibility of each member of the workforce to maintain the confidentiality of information and data. Any employee who discloses confidential information will ensure sufficient authorization has been received, the information has been reviewed and prepared for disclosure as required, and no revocation of the requesting document has been received.

j. All employees are responsible for protecting Department data, resources, and assets in their possession.

k. All employees are responsible for immediately notifying their local information security coordinator of any violation of Department security policies, or suspected/potential breach of security.

l. All employees will be knowledgeable of the classifications of data and information and the proper handling of data and information.

3. Data Interchange – This section applies to contracts whereby the Department will be sending data transmissions to, or receiving data transmissions from, a Provider for the purpose of independent processing. Examples include: sending laboratory orders to a laboratory, receiving laboratory results, sending billing information to a clearing house, receiving billing results or notification of payment, sending vital statistics to the Social Security Administration, sending physician licensing information to Florida’s Agency for Health Care Administration, receiving continuing education credit information for medical profession licensees, etc. Data interchange contracts must have a data sharing agreement in place. Provider will comply with the following:

a. Follow all Department and state of Florida data encryption standards regarding the transmission of confidential or confidential and exempt information between the Department and the Provider. Documented encryption standards will be provided upon request. All transmission of confidential or confidential and exempt data must utilize a protected protocol such as SSL, TLS, SSH, VPN, IPSec or a comparable protocol approved by the ISM.

b. Use of any connection to the Department’s network will be for retrieving information delivered by the Department, or sending data to the Department, and not for any other access to resources on the Department’s network.

c. Protect and maintain the confidentiality of all data, files, and records, deemed to be confidential or confidential and exempt, retrieved from the Department pursuant to this agreement. The user will immediately notify the Department’s ISM of any loss or breach of information originating from the Department and retrieved by Provider.

4. All IT Services – This section applies to all contracts whereby a Provider is providing IT services to the Department.

Provider will protect and maintain the confidentiality of all data, files, and records, deemed to be confidential or confidential and exempt, acquired from the Department pursuant to this agreement. Except as required by law or legal process and after notice to the Department, Provider will not divulge to third parties any confidential information obtained by Provider or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing contract work, including, but not limited to, security design or architecture, business operations information, or commercial proprietary information in the possession of the state or the Department.

OTHER TERMS AND CONDITIONS

Attachment II

1. Independent Provider: Provider, including its agents, subcontractors, officers, and employees, is an independent Provider under this agreement, and in no manner shall the Provider be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Provider remains responsible for all applicable federal, State, and local taxes and all FICA contributions.

2. Compliance with Laws: Provider must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business and performance of its obligations under the agreement.

3. Governing Law and Venue: The laws of the state of Florida will govern this agreement.

Venue for any legal actions arising here from is Leon County, Florida, unless issuer is a county health department, in which case, venue for any legal actions will be the issuing county.

4. Performance Standards: Provider agrees to perform all tasks and deliverables as set forth in the Healthcare Services Agreement and any attachments to the agreement. The Department is entitled at all times to be advised as to the status of work being done by the Provider under this agreement.

5. Payment Timeframe: Pursuant to section 215.422, Florida Statutes, agencies have five working days to inspect and approve commodities or contractual services. Deliverables may be tested for compliance with the Statement of Work’s specifications. Deliverables not conforming to the Statement of Work’s specifications may be rejected and returned at the Provider’s expense. For any issues related to obtaining timely payment(s) from agencies, Provider may contact the Vendor Ombudsman at 850-413-5516, or call the State Comptroller’s Hotline at 1-800-848-3792. Payments not received by the Provider in accordance with section 215.422, Florida Statutes, may result in an interest penalty payment from the Department.

6. Payment Audit: Any record of costs incurred under the terms of the agreement must be maintained and made available to the Department at all times during the period of the agreement, and for a period of three years thereafter, unless a longer retention period is specified by the Department in writing. Documentation related to the records of costs incurred under this agreement must include the Provider’s general accounting records, with supporting documents and records of the Provider, all subcontractors performing work if applicable, and all other records of the Provider and subcontractors considered necessary by the Department for audit.

7. Travel Reimbursement: Travel expenses are not authorized in this agreement.

8. Payment of Claims: Provider guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Provider or any employee, agent, subcontractor, assignee, or delegate in connection with the agreement.

9. Insurance Requirements:

a. Liability Insurance: Maintain insurance sufficient to adequately protect the

Department from all liability and property damage/hazards which may result from the Provider’s performance of the agreement. All insurance must be with insurers qualified and duly licensed to transact business in the state of Florida. If required by the Department and prior to commencing any work the Provider will provide Certification(s) of Insurance evidencing that all appropriate coverage is in full force and showing the Department to be an additional insured.

b. Worker’s Compensation: Provider must maintain Worker’s Compensation insurance as required by state of Florida law.

10. Health Insurance Portability and Accountability Act of 1996 (HIPAA): When applicable, Provider must comply with Federal Privacy and Security Regulations developed by the U.S. Department of Health and Human Services as specified in 45 C.F.R. parts 160 and 164 promulgated pursuant to HIPAA, Pub. L. No. 104-191, and the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A, Title IV of Division B, Pub. L. No 111-5, collectively referred to as “HIPAA.”

11. Confidentiality of data, files and records: Provider must maintain confidentiality of all confidential data, files, and records related to the services or commodities provided pursuant to this agreement and comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, Florida Statutes. Provider’s confidentiality procedures must be consistent with the most recent edition of Department’s Information Security Policies, Protocols, and Procedures. A copy of this policy will be made available from the Department upon request. Provider must comply with any applicable professional standards of practice with respect to confidentiality of information.

12. Indemnification: Provider agrees to indemnify, defend, and hold the state of Florida, its officers, employees and agents harmless, to the full extent allowed by law, from all fines, claims, assessments, suits, judgments, or damages, consequential or otherwise, including court costs and attorneys’ fees, arising out of any acts, actions, breaches, neglect or omissions of Provider, its employees and agents, related to this order, as well as for any determination arising out of or related to this order, that Provider or its employees, agents, subcontractors, assignees or delegates are not independent Providers in relation to the Department. This order does not constitute a waiver of sovereign immunity or consent by the Department or the state of Florida or its subdivisions to suit by third parties in any matter arising here from. Entities identified in section 768.28(2), Florida Statutes are excluded from this provision.

13. Background Screening and Drug Screening Requirements:

a. Background Screening Requirements: In the Department’s sole and exclusive discretion, it may determine that background screening of some or all of the Provider’s officers, agents, employees, subcontractors, or assignees is necessary (collectively individuals). In the event background screenings are required under this agreement, Provider agrees to the following:

1) Conduct background screenings in accordance with Chapter 435, Florida

Statutes, using level 2 screening standards.

2) Provide the Department with a written attestation confirming that the individual has completed and cleared the level 2 background screening.

3) Not allow the individual to begin work under this agreement until that individual has been cleared by the Department.

b. Drug Screening Requirements: Pursuant to section 112.0455, Florida Statutes, if the Provider’s officers, agents, employees, subcontractors, or assignees (collectively individuals) are assigned to work in a Department designated Safety- Sensitive Class and/or Position, then a drug test must be performed prior to the individual being allowed to start work under this agreement. If an individual has already been screened by the Provider, then a written attestation confirming that the individual has completed and cleared the drug screening must be submitted to the Department before that individual can begin work under this agreement. If an individual has not been drug screened, notify the Department immediately. No individual can begin work under this agreement until they have been cleared by the Department.

14. Procurement Feasibility Study: Section 287.057(17)(c), Florida Statutes, provides, “A person who receives a contract that has not been procured pursuant to subsections (1) through (3) to perform a feasibility study of the potential implementation of a subsequent contract, who participates in the drafting of a solicitation or who develops a program for future implementation, is not eligible to contract with the agency for any other contracts dealing with that specific subject matter, and any firm in which such person has any interest is not eligible to receive such contract. However, this prohibition does not prevent a vendor who responds to a request for information from being eligible to contract with an agency.”

Participation through decision, approval, disapproval, recommendation, preparation of any part of a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, or auditing, or any other advisory capacity constitutes participation in drafting of the solicitation.

15. Public Entity Crime and Discriminatory Vendor: Pursuant to sections 287.133 and

287.134, Florida Statutes, an entity or affiliate which is on the Convicted Vendor List or the Discriminatory Vendor List may not perform work as a Provider, supplier, subcontractor, or consultant under a agreement with any agency.

16. Termination:

a) Termination at W ill

1) This agreement may be terminated by either party upon no less than 30 calendar days’ notice in writing to the other party, without cause, unless a lesser time is mutually agreed upon in writing by both parties. The notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. The provisions of this paragraph do not apply to state universities as defined in section 1001.705, Florida Statutes.

2) Contracts between the Department and state universities, as defined in section 1001.705, Florida Statutes may be terminated by either party upon no less than 90 calendar days’ notice in writing to the other party, without cause, unless a lesser time is mutually agreed upon in writing by both parties. The notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery.

b) Termination Because of Lack of Funds: In the event funds to finance this agreement become unavailable, the Department may terminate the agreement upon no less than 24 hours’ notice in writing to the Provider. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. The Department will be the final authority as to the availability and adequacy of funds. In the event of termination of this contract, Provider will be compensated for any work satisfactorily completed prior to notification of termination.

c) Termination for Breach: This agreement may be terminated for the Provider’s non-performance upon no less than 24 hours’ notice in writing to Provider by certified mail, return receipt requested or in person with proof of delivery. Waiver of breach of any provisions of this agreement will not be deemed to be a waiver of any other breach and will not be construed to be a modification of the terms of this agreement. In the event of default, in addition to the Department’s right to terminate the agreement, the Department may pursue any of its remedies at law or in equity, including but not limited to, any losses or expenditures of the Department in obtaining replacement services or commodities, investigating, monitoring or auditing, including legal fees, professional fees, consulting fees and witness fees. These remedies shall include offsetting any sums due to the Provider under this agreement, and any other remedies at law or in equity.

d) In the event this agreement is terminated for any reason, Provider will be compensated for any work completed prior to notification of termination.

17. Order of Precedence: The terms of this agreement will supersede the terms of any and all prior or subsequent agreements between the parties with respect to this agreement.

Accordingly, in the event of any conflict, the terms of this agreement will govern.

18. E-Verify Requirement: Effective January 1, 2021, Provider is required to use the U.S.

Department of Homeland Security’s E-Verify system to verify the employment eligibility of all employees used by the Provider under this agreement, pursuant to section 448.095, Florida Statutes. Also, the Provider must include in related subcontracts, if authorized under this agreement, a requirement that subcontractors performing work or providing services pursuant to this agreement use the E-Verify system to verify employment eligibility of all employees used by the subcontractor for the performance of services under this agreement. The subcontractor must provide the Provider with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Provider must maintain a copy of such affidavit for the duration of the agreement. If the Department has a good faith belief that a subcontractor knowingly violated section 448.095(1), Florida Statutes, and notifies the Provider of such, but the Provider otherwise complied with this statute, the Provider must immediately terminate the subcontract with the subcontractor.

19. Assignments and Subcontracts: Provider must not subcontract any work under the agreement without the prior consent of the Department. Provider is responsible for ensuring satisfactory completion of all subcontracted work. Provider must not sell, assign, or transfer any of its rights, duties, or obligations under the agreement without the prior written consent of the Department. In the event of any assignment, Provider remains secondarily liable for performance of the agreement, unless the Department expressly waives it in writing. The Department may assign the agreement with prior written notice to the Provider.

20. Immigration and Nationality Act: The employment of unauthorized aliens by any Provider is considered a violation of Section 274A (e) of the Immigration and Nationality Act, 8 U.S.C. § 1324(a) (2006). A Provider who knowingly employs unauthorized aliens will be subject to a unilateral cancellation of the resulting agreement.

21. Compliance with RESPECT: Pursuant to section 413.036(3), Florida Statutes, “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 the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 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 to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned.”

Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.

22. Compliance with PRIDE: Pursuant to section 946.515(6), Florida Statutes, “It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this contract shall be purchased from the corporation identified under chapter 946, Florida Statutes; in the same manner and under the same procedures set forth in section 946.515(2) and (4), 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 to be substituted for this agency insofar as dealings with such corporation are concerned.”

Additional information about PRIDE and the products it offers is available at http://www.pride-enterprises.org.

23. Amendments: Amendments to the provisions of this Agreement shall only be valid when they have been reduced to writing and duly signed by all parties.

24. Non-Compete Provisions: Notwithstanding sections 542.18 and section 542.335(2), Florida Statutes, if Provider restricts the employment of its employees or subcontractors from working with the Department after conclusion or termination of the Provider’s agreement such restriction must be reasonable in time, area, and for a legitimate business purpose as specified in section 542.335(1), Florida Statutes.

25. Public Records:

a. Pursuant to section 119.0701, Florida Statutes, Provider must keep and maintain public records that are required by the Department to perform the services required by this agreement. Upon request from the Department’s custodian of public records, Provider must provide the Department with a copy of requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Provider must ensure that public records that are exempt or confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the agreement term and following completion of the agreement if the Provider does not transfer the records to the Department. Upon completion of the agreement, transfer to the Department, at no cost, all public records in possession of Provider or keep and http://www.respectofflorida.org/ http://www.respectofflorida.org/ http://www.pride-enterprises.org/ maintain public records required by the Department to perform the service. If Provider transfers all public records to the Department upon completion of the agreement, the Provider will destroy any duplicate public records that are exempt or confidential and exempt. If the Provider keeps and maintains public records upon completion of the agreement, the Provider will meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department. The Department may unilaterally terminate this agreement if Provider refuses to allow access to all public records made or maintained by Provider in conjunction with this agreement, unless the records are exempt from section 24(a) of Art. I of the State Constitution and section 119.07(1), Florida Statutes.

b. If the Provider has questions regarding the application of Chapter 119, Florida Statutes, to the Provider’s duty to provide public records relating to this contract, contact the custodian of public records at (850) 245-4005, by emailing PublicRecordsRequest@flhealth.gov; or by mail at 4052 Bald Cypress Way, Bin A02, Tallahassee, FL 32399.

26. Use of Funds for Lobbying Prohibited: Pursuant to sections 11.06 and 216.347, Florida

Statutes, agreement funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or an Agency. However, section 287.058(6), Florida Statutes does not prohibit the Provider from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the agreement, after the execution and during the term of the agreement.

27. Substitute Form W-9: The state of Florida, Department of Financial Services requires vendors doing business with the State to submit a Substitute Form W-9 electronically.

Vendors who do not have a verified Substitute Form W-9 on file will experience delays in processing contracts or payments from the State of Florida For more information go to:

https://flvendor.myfloridacfo.com/.

28. MyFloridaMarketPlace Fees: Pursuant to Rule 60A-1.031, Florida Administrative

Code the following language is added:

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. Payments issued by agencies or eligible users to Providers for purchases of commodities or contractual services are subject to Transaction Fees, as prescribed by Rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Provider must submit monthly reports required by the rule. All reports shall be subject to audit. Failure to pay Transaction Fees or submit reports shall constitute grounds for default and exclusion from business with the State of Florida.

29. Cooperation with Inspectors General: Provider acknowledges and understands that it has a duty to and will cooperate with the inspector general in any investigation, audit inspection, review, or hearing pursuant to section 20.055(5), Florida Statutes.

30. Registered to do business in the State of Florida: All limited liability companies, mailto:PublicRecordsRequest@flhealth.gov mailto:PublicRecordsRequest@flhealth.gov https://flvendor.myfloridacfo.com/ corporations, corporations not for profit, and partnerships seeking to do business with the State must be registered with the Florida Department of State in accordance with the provisions of Chapters 605, 607, 617, and 620, Florida Statutes, respectively prior to Contract execution. The Department retains the right to ask for verification of compliance before Contract execution. Failure of the selected Provider to have appropriate registration may result in withdrawal of Contract award.

31. Scrutinized Companies: The Provider must comply with the provisions of section

287.135, Florida Statutes as follows:

a) If the Provider is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or that has been engaged in business operations in Cuba or Syria, this agreement may be terminated at the option of Department.

b) If the Provider is found to have been placed on the Scrutinized Companies that

Boycott Israel List or is engaged in a boycott of Israel this agreement may be terminated at the option of Department.

32. Coordination of Contracted Services: Pursuant to section 287.0575(2), Florida Statutes, if a Provider has more than one contract with one or more of the five Florida health and human services agencies (the Department of Children and Families, the Agency for Persons with Disabilities, the Department of Health, the Department of Elderly Affairs, and the Department of Veterans’ Affairs), a comprehensive list of the Provider’s health and human services contracts must be submitted to the respective agencies Contract Manager(s). The list must include the following information: a) The name of each contracting state agency and the applicable office or program issuing the contract; b) the identifying name and number of each contract; c) the starting and ending date of each contract; d) the amount of each contract; e) a brief description of the purpose of the contract and the types of services provided under each contract; f) the name and contact information of the contract manager. For purposes of this paragraph, the term “contract” means “agreement.”

33. Dispute Resolution: Any dispute concerning performance of this agreement or payment hereunder shall be decided by the Department in writing and submitted to the Provider for review. The decision is final unless the Provider submits a written objection to the Department within 10 calendar days from receipt of the decision. Upon receiving an objection, the Department shall provide an opportunity to resolve the dispute by mutual agreement between the parties using a negotiation process to be completed within seven calendar days from the Department’s receipt of the objection. Completion of the negotiation process is a condition precedent to any legal action by the Provider or the Department concerning this Contract. Nothing contained in this section is construed to limit the parties’ rights of termination pursuant to paragraph 21, above.

34. Force Majeure: The Provider may be excused from liability for the failure or delay in performance of any obligation under this agreement for any event beyond the Provider’s reasonable control, including but not limited to, Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, any strike or labor disturbance. Such excuse from liability is effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the Provider or its employees, including any subcontracted providers, have not caused such event(s) to occur. If the Provider believes an excusable delay has occurred, the Provider must notify the Department in writing of the delay or potential delay within five business days after its occurrence for review and approval (which will not be unreasonably withheld) and include at a minimum, a description of the delay, date the force majeure event occurred including the duration, and the tasks and deliverables affected by the delay. The Provider will not be entitled to an increase in the quoted price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. All delivery dates under this agreement that have been affected by the force majeure event is tolled for the duration of such force majeure event. If the agreement is tolled for any reason, the Provider is not entitled to payment for the days services were not rendered and no financial consequences will be assessed by the Department for that affected task(s) or deliverable.

In the event a force majeure event persists for 30 days or more, the Department may terminate this Contract at its sole discretion upon written notice being given to the Provider.

35. Waiver of Jury Trial: Provider, including its employees, subcontractors, officers and assignees, hereby irrevocably waives, as permitted by applicable Florida law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement.