CN-680000-EX117.pdf

Contract No. EXD117

STATE OF FLORIDA

AGENCY FOR HEALTH CARE ADMINISTRATION

LEGAL CONTRACT

AHCA Contract No. EXD117, Page 1 of 18 AHCA Form 2100-0007 (Rev. OCT 18)

THIS CONTRACT is entered into between the State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION, hereinafter referred to as the "Agency", whose address is 2727 Mahan Drive, Tallahassee, Florida 32308, and LAWSON HUCK GONZALEZ PLLC, hereinafter referred to as the "Vendor", whose address is 215 S. Monroe Street, Suite 320, Tallahassee, FL 32301, to provide legal counsel and representation in July Medical Services, LLC d/b/a Hope Medical of Pensacola.

Table of Contents

I. THE VENDOR HEREBY AGREES:

A. General Provisions

B. Florida Department of State

C. MyFloridaMarketPlace

D. Prohibition of Gratuities

E. Audits/Monitoring

F. Inspection of Records and Work Performed

G. Accounting

H. Public Records Requests

I. Monitoring

J. Indemnification

K. Insurance

L. Assignments and Subcontracts

M. Subcontracting

N. Return of Funds

O. Equal Employment Opportunity (EEO) Compliance

P. Discrimination

Q. Requirements of Section 287.058, Florida Statutes

R. Final Invoice

S. Use of Funds for Lobbying Prohibited

T. Public Entity Crime

U. Confidentiality of Information

V. Employment

W. Work Authorization Program

X. Scrutinized Companies Lists

Y. Performance of Services

Z. Venue

DocuSign Envelope ID: 26C1C0C5-76C1-4BA4-991E-E646756B24F3

AHCA Contract No. EXD117, Page 2 of 18 Based on AHCA Form 2100-0007 (Rev. OCT 18)

II. THE AGENCY HEREBY AGREES:

A. Contract Amount

B. Contract Payment

III. THE VENDOR AND AGENCY HEREBY MUTUALLY AGREE:

A. Termination

B. Contract Managers

C. Renegotiation or Modification

D. Name, Mailing and Street Address of Payee

E. All Terms and Conditions

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

AHCA Contract No. EXD117, Page 3 of 18

I. THE VENDOR HEREBY AGREES:

A. General Provisions

1. To provide services according to the terms and conditions set forth in this Contract, Attachment I, Office of the Attorney General, Private Attorney Services, and all other attachments named herein which are attached hereto and incorporated by reference (collectively referred to herein as this “Contract”).

2. To perform as an independent vendor and not as an agent, representative or employee of the Agency.

3. To recognize that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Contract.

B. Florida Department of State

To be registered with the Florida Department of State as an entity authorized to transact business in the State of Florida by the effective date of this Contract.

C. MyFloridaMarketPlace

1. Each Vendor doing business with the State of Florida for the sale of commodities or contractual services as defined in Section 287.012, Florida Statutes (F.S.), shall register in MyFloridaMarketPlace, in compliance with Rule 60A-1.033, Florida Administrative Code (F.A.C.), unless exempt under Rule 60A-1.033(3), F.A.C.

2. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(23), F.S. (2002), all payments for commodities and/or contractual services as defined in Section 287.012, F.S., shall be assessed a Transaction Fee, which the Vendor shall pay to the State, unless exempt under Rule 60A-1.031(3), F.A.C. Notwithstanding the provisions of Rule 60A-1.031, et seq., the assessment of a transaction fee shall be contingent upon Federal approval of the transaction fee assessment program and continued payment of applicable Federal matching funds.

3. For payments within the State accounting system (FLAIR or its successor), the

Transaction Fee shall, when possible, be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, the Vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

4. The Vendor shall receive credit for any Transaction Fee paid by the Vendor for the purchase of any item(s) if such item(s) are returned to the Vendor through no fault, act, or omission of the Vendor. Notwithstanding the foregoing, a

AHCA Contract No. EXD117, Page 4 of 18

Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor’s failure to perform or comply with specifications or requirements of this Contract.

5. Failure to comply with these requirements shall constitute grounds for declaring the Vendor in default and recovering reprocurement costs from the Vendor in addition to all outstanding fees. VENDORS DELINQUENT IN

PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING

FUTURE BUSINESS WITH THE STATE.

D. Prohibition of Gratuities

To certify that no elected official or employee of the State of Florida has or shall benefit financially or materially from this Contract in violation of the provisions of Chapter 112, F.S., this Contract may be terminated if it is determined that gratuities of any kind were either offered or received by any of the aforementioned parties.

E. Audits/Monitoring

1. The Agency may conduct, or have conducted, performance and/or compliance reviews, reviews of specific records or other data as determined by the Agency.

The Agency may conduct a review of a sample of analyses performed by the Vendor to verify the quality of the Vendor’s analyses. Reasonable notice shall be provided for reviews conducted at the Vendor’s place of business.

2. Reviews may include, but shall not be limited to, reviews of procedures, computer systems, recipient records, accounting records, and internal quality control reviews. The Vendor shall work with any reviewing entity selected by the Agency.

3. During this Contract period, these records shall be available at the Vendor’s office at all reasonable times. After this Contract period and for ten (10) years following, the records shall be available at the Vendor’s chosen location subject to the approval of the Agency. If the records need to be sent to the Agency, the Vendor shall bear the expense of delivery. Prior approval of the disposition of the Vendor and subcontractor records must be requested and approved by the Agency. This obligation survives termination of this Contract.

4. The Vendor shall maintain and file with the Agency such progress, fiscal and inventory reports as specified in Attachment I, Office of the Attorney General, Private Attorney Services, and other reports as the Agency may require within the period of this Contract. In addition, access to relevant computer data and applications which generated such reports should be made available upon request.

6. The Vendor shall ensure that all related party transactions are disclosed to the Agency Contract Manager.

AHCA Contract No. EXD117, Page 5 of 18

7. The Vendor shall include these aforementioned audit and record keeping requirements in all approved subcontracts and assignments.

F. Inspection of Records and Work Performed

1. The Agency and its authorized representatives shall, at all reasonable times, have the right to enter the successful Vendor’s premises, or other places where duties under this Contract are performed. All inspections and evaluations shall be performed in such a manner as not to unduly delay work. Persons duly authorized by the Agency shall have full access to and the right to examine any of said records and documents.

2. The Vendor shall retain all financial records, medical records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to performance under this Contract for a period of ten

(10) years after termination of this Contract, or if an audit has been initiated and audit findings have not been resolved at the end of ten (10) years, the records shall be retained until resolution of the audit findings.

3. Refusal by the Vendor to allow access to all records, documents, papers, letters, other materials or on-site activities related to this Contract performance shall constitute a breach of this Contract.

4. The right of the Agency and its authorized representatives to perform inspections shall continue for as long as the Vendor is required to maintain records.

5. The Vendor shall be responsible for all storage fees associated with all records maintained under this Contract. The Vendor is also responsible for the destruction of all records that meet the retention schedule noted above.

6. Failure to retain all records as required may result in cancellation of this Contract.

The Agency shall give the Vendor advance notice of cancellation pursuant to this provision and shall pay the Vendor only those amounts that are earned prior to the date of cancellation in accordance with the terms and conditions of this Contract. Performance by the Agency of any of its obligations under this Contract shall be subject to the successful Vendor’s compliance with this provision.

7. In accordance with Section 20.055, F.S., the Vendor and its subcontractors shall cooperate with the Office of the Inspector General in any investigation, audit, inspection, review or hearing; and shall grant access to any records, data or other information the Office of the Inspector General deems necessary to carry out its official duties.

8. The rights of access in this Section must not be limited to the required retention period but shall last as long as the records are retained.

G. Accounting

1. To maintain an accounting system and employ accounting procedures and practices that conform to generally accepted accounting principles and

AHCA Contract No. EXD117, Page 6 of 18 standards or other comprehensive basis of accounting principles as acceptable to the Agency. For costs associated with specific contracts under which the Agency must account to the federal government for actual costs incurred, the costs and charges for that contract will be determined in accordance with generally accepted accounting principles.

H. Public Records Requests

1. To comply with Section 119.0701, F.S., if applicable, and all other applicable parts of the Florida Public Records Act.

2. To keep and maintain public records that ordinarily and necessarily would be required in order to perform services under this Contract.

3. To provide the public with access to public records on the same terms and conditions that the Agency would provide the records and at a cost that does not exceed the cost provided in Section 119.07, F.S., or as otherwise provided by law.

4. To upon request from the appropriate Agency custodian of public records, provide the Agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost in Section 119.07, F.S., or as otherwise provided by law.

5. To ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Contract term and following completion of this Contract if the Vendor does not transfer the records to the Agency.

6. To not collect an individual’s social security number unless the Vendor has stated in writing the purpose for its collection. The Vendor collecting an individual’s social security number shall provide a copy of the written statement to the Agency and otherwise comply with applicable portions of Section 119.071(5), F.S.

7. To meet all requirements for retaining public records and transfer, at no cost, to the Agency all public records in possession of the Vendor upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Agency in a format that is compatible with the information technology systems of the Agency.

8. If the Vendor does not comply with a public records request, the Agency shall enforce Contract provisions in accordance with this Contract.

9. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT

THE AGENCY CUSTODIAN OF PUBLIC RECORDS FOR THIS

AHCA Contract No. EXD117, Page 7 of 18

CONTRACT. THE AGENCY CUSTODIAN OF PUBLIC RECORDS FOR THIS

CONTRACT IS THE CONTRACT MANAGER.

I. Monitoring

1. To provide reports as specified in Attachment I, Office of the Attorney General, Private Attorney Services. These reports will be used for monitoring progress or performance of the contractual services as specified in Attachment I, Office of the Attorney General, Private Attorney Services.

2. To permit persons duly authorized by the Agency to inspect any records, papers, documents, facilities, goods and services of the Vendor which are relevant to this Contract.

3. To ensure that each of its employees or subcontractors who performs activities related to the services associated with this Contract will report to the Agency any health care facility that is the subject of these services that may have violated the law. To report concerns pertaining to a health care facility, the Vendor employee or subcontractor may contact the Agency Complaint Hotline by calling 1-888-419-3456 or by completing the online complaint form found at https://apps.ahca.myflorida.com/hcfc.

4. To ensure that each of its employees or subcontractors who performs activities related to the services associated with this Contract, will report to the Agency areas of concern relative to the operation of any entity covered by this Contract.

To report concerns, the Vendor employee or subcontractor may contact the Agency Complaint Hotline by calling 1-877-254-1055 or by completing the online complaint form found at https://apps.ahca.myflorida.com/smmccirts/.

5. Reports which represent individuals receiving services are at risk for, or have suffered serious harm, impairment, or death shall be reported to the Agency immediately and no later than twenty-four (24) clock hours after the observation is made. Reports that reflect noncompliance that does not rise to the level of concern noted above shall be reported to the Agency within ten (10) calendar days of the observation.

J. Indemnification

The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer.

Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, DocuSign Envelope ID: 26C1C0C5-76C1-4BA4-991E-E646756B24F3 https://apps.ahca.myflorida.com/hcfc https://apps.ahca.myflorida.com/smmc_cirts/

AHCA Contract No. EXD117, Page 8 of 18 including attorneys’ fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer’s misuse or modification of Contractor’s products or a Customer’s operation or use of Contractor’s products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor’s opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties.

The Contractor’s obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense, and (3) assistance in defending the action at Contractor’s sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor’s prior written consent, which shall not be unreasonably withheld.

K. Insurance

The Vendor shall secure and maintain Commercial General Liability insurance including bodily injury, property damage, personal & advertising injury and products and completed operations. This insurance will provide coverage for all claims that may arise from the services and/or operations completed under this Contract, whether such services and/or operations are by the Vendor or anyone directly, or indirectly employed by him. The Vendor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Vendor and the State of Florida under this Contract.

L. Assignments and Subcontracts

To neither assign the responsibility of this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of the Agency. No such approval by the Agency of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Agency in addition to the total dollar amount agreed upon in this Contract. All such assignments or subcontracts shall be subject to the conditions of this Contract and to any conditions of approval that the Agency shall deem necessary.

M. Subcontracting

1. To not subcontract, assign, or transfer any work identified under this Contract, without prior written consent of the Agency.

2. To not subcontract with any provider that would be in conflict of interest to the

Vendor during the term of this Contract in accordance with applicable Federal and/or State laws.

AHCA Contract No. EXD117, Page 9 of 18

3. Changes to approved subcontracts and/or subcontractors require approval in writing by the Agency’s Contract Manager prior to the effective date of any subcontract.

4. The Agency encourages Vendors to partner with subcontractors who can provide best value and the best-in-class solutions. However, the Vendor is responsible for all work performed under this Contract. No subcontract that the Vendor enters into with respect to performance under this Contract shall in any way relieve the Vendor of any responsibility for performance of its duties. The Vendor shall assure that all tasks related to the subcontract are performed in accordance with the terms of this Contract. If the Agency determines, at any time, that a subcontract is not in compliance with a Contract requirement, the Vendor shall promptly revise the subcontract to bring it into compliance. In addition, the Vendor may be subject to sanctions and/or liquidated damages pursuant to this Contract and Section 409.912(4), F.S. (related to sanctions).

5. All payments to subcontractors will be made by the Vendor.

6. To be responsible for monitoring the subcontractor’s performance. The results of the monitoring shall be provided to the Agency’s Contract Manager, fourteen

(14) business days after the end of each month or as specified by the Agency. If the subcontractor’s performance does not meet the Agency’s performance standard according to the Agency’s monitoring report or the Vendor’s monitoring report, an improvement plan must be submitted to the Vendor and the Agency within fourteen (14) business days of the deficient report.

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N. Return of Funds

To return to the Agency any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to the Vendor by the Agency. The Vendor shall return any overpayment to the Agency within forty (40) calendar days after either discovery by the Vendor, its independent auditor, or notification by the Agency, of the overpayment.

O. Equal Employment Opportunity (EEO) Compliance

To not discriminate in its employment practices with respect to race, color, religion, age, sex, marital status, political affiliation, national origin, or handicap.

P. Discrimination

Pursuant to Section 287.134(2)(a), F.S., an entity or affiliate who has been placed on the discriminatory vendor list may not submit a Bid, Proposal, or Reply on a contract to provide any goods or services to a public entity; may not submit a Bid, Proposal, or Reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit Bids, Proposals, or Replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at (850) 487-0915.

Q. Requirements of Section 287.058, Florida Statutes

1. To submit bills for fees or other compensation for services or expenses in detail sufficient for a proper pre-audit and post-audit thereof.

2. Where applicable, to submit bills for any travel expenses in accordance with

Section 112.061, F.S. The Agency may establish rates lower than the maximum provided in Section 112.061, F.S.

3. To provide units of deliverables, including reports, findings, and drafts, in writing and/or in an electronic format agreeable to both Parties, as specified in Attachment I, Office of the Attorney General, Private Attorney Services, to be received and accepted by the Contract Manager prior to payment.

4. To comply with the criteria and final date, as specified herein, by which such criteria must be met for completion of this Contract.

5. This Contract shall begin upon execution by both Parties, and end on June 30, 2024, inclusive.

6. In accordance with Section 287.057(13), F.S., this Contract may be renewed for a period that may not exceed three (3) years or the term of the original Contract, whichever period is longer. Renewal of this Contract shall be in writing and

AHCA Contract No. EXD117, Page 11 of 18 subject to the same terms and conditions set forth in the initial Contract. A renewal Contract may not include any compensation for costs associated with the renewal. Renewals are contingent upon satisfactory performance evaluations by the Agency, are subject to the availability of funds, and optional to the Agency.

7. If this Contract is renewed, it is the Agency’s policy to reduce the overall payment amount by the Agency to the Vendor by at least five percent (5%) during the period of this Contract renewal, unless it would affect the level and quality of services.

8. The Vendor agrees that the Agency may unilaterally cancel this Contract for refusal by the Vendor to allow public access to all documents, papers, letters, or other material made or received by the Vendor in conjunction with this Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and the Florida Public Records Act, Chapter 119, F.S.

9. The financial consequences that the Agency must apply if the Vendor fails to perform in accordance with this Contract are outlined in Attachment I, Office of the Attorney General, Private Attorney Services.

R. Final Invoice

The Vendor must submit the final invoice for payment to the Agency no more than forty-five days (45) calendar days after this Contract ends or is terminated. Any payment due under the terms of this Contract may be withheld until all reports due from the Vendor and necessary adjustments thereto have been approved by the Agency.

S. Use of Funds for Lobbying Prohibited

To comply with the provisions of Section 216.347, F.S., which prohibits the expenditure of Contract funds for the purpose of lobbying the Legislature, the judicial branch or a State agency.

T. Public Entity Crime

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for category two, for a period of thirty six (36) months from the date of being placed on the convicted vendor list.

U. Confidentiality of Information

1. The Vendor shall not use or disclose any confidential information, including social security numbers that may be supplied under this Contract pursuant to law, and also including the identity or identifying information concerning a Medicaid recipient or services under this Contract for any purpose not in conformity with State and Federal laws, except upon written consent of the

AHCA Contract No. EXD117, Page 12 of 18 recipient, or his/her guardian.

2. All personally identifiable information, including Medicaid information, obtained by the Vendor shall be treated as privileged and confidential information and shall be used only as authorized for purposes directly related to the administration of this Contract. The Vendor must have a process that specifies that patient-specific information remains confidential, is used solely for the purposes of data analysis or other Vendor responsibilities under this Contract, and is exchanged only for the purpose of conducting a review or other duties outlined in this Contract.

3. Any patient-specific information received by the Vendor can be shared only with those agencies that have legal authority to receive such information and cannot be otherwise transmitted for any purpose other than those for which the Vendor is retained by the Agency. The Vendor must have in place written confidentiality policies and procedures to ensure confidentiality and to comply with all Federal and State laws (including the HIPAA and HITECH Acts) governing confidentiality, including electronic treatment records, facsimile mail, and electronic mail).

4. The Vendor’s subcontracts must explicitly state expectations about the confidentiality of information, and the subcontractor is held to the same confidentiality requirements as the Vendor. If provider-specific data are released to the public, the Vendor shall have policies and procedures for exercising due care in compiling and releasing such data that address statutory protections of quality assurance and confidentiality while assuring that open records requirements of Chapter 119, F.S., are met.

5. The Vendor and its subcontractors shall comply with the requirements of Section

501.171, F.S. and shall, in addition to the reporting requirements therein, report to the Agency any breach of personal information.

6. Any releases of information to the media, the public, or other entities require prior approval from the Agency.

V. Employment

The Vendor shall comply with Section 274A of the Immigration and Nationality Act. The Agency will consider the employment by any contractor of unauthorized aliens a violation of this Act. If the Vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Vendor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

W. Work Authorization Program

The Immigration Reform and Control Act of 1986 prohibits employers from knowingly hiring illegal workers. The Vendor shall only employ individuals who may legally work in the United States (U.S.) – either U.S. citizens or foreign citizens who are authorized to work in the U.S. The Vendor shall use the U.S. Department of Homeland Security’s

AHCA Contract No. EXD117, Page 13 of 18

E-Verify Employment Eligibility Verification system, https://e-verify.uscis.gov/emp, to verify the employment eligibility of all new employees hired by the Vendor during the term of this Contract and shall also include a requirement in its subcontracts that the subcontractor utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor performing work or providing services pursuant to this Contract.

X. Scrutinized Companies Lists

Pursuant to Section 287.135, F.S. the Vendor certifies that:

1. If this Contract reaches or exceeds $1,000,000.00, it has not been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and does not have business operations in Cuba or Syria; and

2. For Contracts of any amount, it has not been placed on the Scrutinized

Companies that Boycott Israel List and is not engaged in a boycott of Israel.

The Vendor agrees that the Agency may immediately terminate this Contract if the Vendor is found to have submitted a false certification or is placed on the lists defined in Sections 215.473 or 215.4725, F.S., or engages in a boycott of Israel, during the term of this Contract.

Y. Performance of Services

The Vendor shall ensure all services provided under this Contract will be performed within the borders of the United States and its territories and protectorates. State-owned Data (data collected or created for or provided by the Agency) will be processed and stored in data centers that are located only in the forty-eight (48) contiguous United States.

Z. Venue

1. In the event of any legal challenges to this Contract, the Vendor agrees and will consent that hearings and depositions for any administrative or other litigation related to this Contract shall be held in Leon County, Florida. The Agency, in its sole discretion, may waive this venue for depositions.

2. Respondents (and their successors, including but not limited to their parent(s), affiliates, subsidiaries, subcontractors, assigns, heirs, administrators, representatives and trustees) acknowledge that this Contract (including but not limited to exhibits, attachments, or amendments) is not a rule nor subject to rulemaking under Chapter 120 (or its successor) of the Florida Statutes and is not subject to challenge as a rule or non-rule policy under any provision of Chapter 120, F.S.

3. This Contract shall be delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Contract shall be interpreted in such a manner as to be effective and valid under https://e-verify.uscis.gov/emp

AHCA Contract No. EXD117, Page 14 of 18 applicable law, but if any provision shall be found ineffective, then to the extent of such prohibition or invalidity, that provision shall be severed without invalidating the remainder of such provision or the remaining provisions of this Contract.

4. The exclusive venue and jurisdiction for any action in law or in equity to adjudicate rights or obligations arising pursuant to or out of this Contract for which there is no administrative remedy shall be the Second Judicial Circuit Court in and for Leon County, Florida, or, on appeal, the First District Court of Appeal (and, if applicable, the Florida Supreme Court). Any administrative hearings hereon or in connection herewith shall be held in Leon County, Florida.

II. THE AGENCY HEREBY AGREES:

A. Contract Amount

To pay for contracted services according to the conditions of Attachment I, Office of the Attorney General, Private Attorney Services, in an amount not to exceed $200,000.00, subject to the availability of funds. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

B. Contract Payment

Section 215.422, F.S., provides that agencies have five (5) business days to inspect and approve goods and services, unless bid specifications, Contract or Purchase Order specifies otherwise. With the exception of payments to health care providers for hospital, medical, or other health care services, if payment is not available within forty (40) calendar days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved, a separate interest penalty set by the Comptroller pursuant to Section 55.03, F.S., will be due and payable in addition to the invoice amount. To obtain the applicable interest rate, please contact the Agency’s Fiscal Section at (850) 412-3858 or utilize the Department of Financial Services website at www.myfloridacfo.com/aadir/interest.htm. Payments to health care providers for hospital, medical or other health care services, shall be made not more than thirty-five (35) calendar days from the date eligibility for payment is determined, and the daily interest rate is .0003333%. Invoices returned to a vendor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the Agency.

A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State agency, may be contacted at (850) 413-5516 or by calling the State Office of Financial Regulation Consumer Helpline, 1-877-693-5236.

http://www.myfloridacfo.com/aadir/interest.htm

AHCA Contract No. EXD117, Page 15 of 18

III. THE VENDOR AND AGENCY HEREBY MUTUALLY AGREE:

A. Termination

1. Termination at Will

This Contract may be terminated by the Agency upon no less than thirty (30) calendar day’s written notice, without cause, unless a lesser time is mutually agreed upon by both Parties. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery.

2. Termination Due to Lack of Funds

In the event funds to finance this Contract become unavailable, the Agency may terminate this Contract upon no less than twenty-four (24) clock hours’ written notice to the Vendor. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. The Agency will be the final authority as to the availability of funds. The Vendor shall be compensated for all acceptable work performed up to the time notice of termination is received.

3. Termination for Breach

a. Unless the Vendor's breach is waived by the Agency in writing, the Agency may, by written notice to the Vendor, terminate this Contract upon no less than twenty-four (24) clock hours’ written notice. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. If applicable, the Agency may employ the default provisions in Rule 60A-1.006(3), F.A.C.

b. Waiver of breach of any provisions of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract. The provisions herein do not limit the Agency's right to remedies at law or to damages.

B. Contract Managers

1. The Agency’s Contract Manager’s contact information is as follows:

Mary Clemmons-Haire Agency for Health Care Administration 2727 Mahan Drive, MS #21 Tallahassee, Florida 32308

(850) 412-3673 Mary.Haire@ahca.myflorida.com

AHCA Contract No. EXD117, Page 16 of 18

2. The Vendor’s Contract Manager’s contact information is as follows:

Ray Treadwell Lawson Huck Gonzalez PLLC 215 South Monroe Street, Suite 320 Tallahassee, Florida 32301

(850) 825-4329 ray@lawsonhuckgonzalez.com

3. All matters shall be directed to the Contract Managers for appropriate action or disposition. A change in Contract Manager by either Party shall be reduced to writing through an amendment to this Contract by the Agency.

C. Renegotiation or Modification

1. Modifications of provisions of this Contract shall only be valid when they have been reduced to writing and duly signed during the term of this Contract.

The Parties agree to renegotiate this Contract if Federal and/or State revisions of any applicable laws, or regulations make changes in this Contract necessary.

2. The rate of payment and the total dollar amount may be adjusted retroactively to reflect price level increases and changes in the rate of payment when these have been established through the appropriations process and subsequently identified in the Agency's operating budget.

D. Name, Mailing and Street Address of Payee

1. The name (Vendor name as shown on Page 1 of this Contract) and mailing address of the official payee to whom the payment shall be made:

215 South Monroe Street, Suite 320 Tallahassee, Florida 32301

2. The name of the contact person and street address where financial and administrative records are maintained:

Ray Treadwell

215 South Monroe Street, Suite 320 Tallahassee, Florida 32301

AHCA Contract No. EXD117, Page 17 of 18

E. All Terms and Conditions

This Contract and its attachments as referenced herein contain all the terms and conditions agreed upon by the Parties.

This Contract is and shall be deemed jointly drafted and written by all Parties to it and shall not be construed or interpreted against the Party originating or preparing it. Each Party has the right to consult with counsel and has either consulted with counsel or knowingly and freely entered into this Contract without exercising its right to counsel.

AHCA Contract No. EXD117, Page 18 of 18

IN WITNESS THEREOF, the Parties hereto have caused this twenty-six (26) page Contract, which includes any referenced attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid until signed and dated by both Parties.

LAWSON HUCK GONZALEZ PLLC STATE OF FLORIDA, AGENCY FOR

HEALTH CARE ADMINISTRATION

SIGNED

BY:

SIGNED

BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

SIGNED

BY:

NAME:

General Counsel, TITLE: Approved as to form and legality

DATE:

FEDERAL ID NUMBER (or SS Number for an individual): 92-1760240

VENDOR FISCAL YEAR ENDING DATE: 12/31

List of Attachments included as part of this Contract:

Specify Letter/ Type Number Description Attachment I Office of the Attorney General, Private Attorney Services (7 Pages) Attachment V Agency Approved Modifications And Additions To The Agency Standard

Contract (1 Page)

Shareholder

11/16/2023

Raymond Treadwell

11/16/2023

Andrew Sheeran

Jason Weida

Secretary

11/29/2023

ATTACHMENT I

OFFICE OF THE ATTORNEY GENERAL

PRIVATE ATTORNEY SERVICES

Form OAG-002 (07/97 [rev. 9/2001])

AHCA Contract No. EXD117, Attachment I, Page 1 of 6

A. SCOPE OF SERVICES:

The Vendor shall:

1. Provide legal representation and counsel/co-counsel to the Agency for Health Care Administration (“Agency”) in the licensure matter pertaining to July Medical Services LLC d/b/a Hope Medical of Pensacola.

2. Review and analyze legal files, data, documents, and other materials concerning the above matter and advise on recommended legal course. Participate in meetings, conference calls, inspections or the like and report on the status of legal matters.

3. Prepare and file pleadings, motions, or briefs, initiate and conduct discovery, as required and represent the Agency in any related litigation. Such representation shall include hearings, trial, post judgment motions, Interlocutory Appeals, and Appeals.

a. Any special issues unique to the Agency being defended; and

b. The need for any specialized legal research in furtherance of a particular defense strategy and an estimate of the time and cost necessary to conduct the research. Any such research must be approved by the Agency.

B. COMPENSATION-FEES:

1. The Agency shall be billed in accordance with Exhibit A, Fee Schedule. Fees shall not exceed $175,000.00 and fees in excess of such amount shall not be compensable. The Vendor shall notify the Agency, in writing, when fees for billable services reach $150,000.00. Said notification shall be made in writing and as soon as is practicable and prior to the next monthly invoice. Failure to comply with these provisions will result in non-payment.

2. Billable hours shall be measured in six (6) minute increments. Compensation of attorney hours will be for actual time spent providing attorney services to the Agency at the hourly rates specified in Exhibit A, Fee Schedule.

3. Premium rates will not be paid for overtime work.

4. Attorney time while traveling will be compensated at one hundred percent (100%) of the hourly rates reflected in Exhibit A, Fee Schedule.

C. COMPENSATION-COSTS:

1. Reimbursement of costs for such items as exhibits, transcripts and witness fees requires prior written authorization by the Agency and shall be reimbursed based upon documented third party vendor charges. The Agency shall not pay for firm surcharges added to third party vendor charges.

AHCA Contract No. EXD117, Attachment I, Page 2 of 6

2. Routine expenses such as local phone calls, local facsimile transmissions, routine postage, copy work, local travel expenses, printed library materials and local courier, word processing, clerical or secretarial services are overhead and will not be separately compensated.

3. Non-routine office overhead expenses such as long-distance phone calls, long distance facsimile transmissions, long distance courier services, bulk mailings, bulk third party copying, blueprints, x-rays, photographs and computer-assisted legal research services must be justified to the Agency and shall be reimbursed based on documented third-party vendor charges. If these charges exceed $2,000.00, prior written approval from the Agency must be obtained. In-house bulk mailings and bulk copying expenses must be supported by usage logs or similar documentation.

Firm surcharges are not reimbursable.

4. The Vendor shall only bill the Agency for a proportionate share of the cost of legal research, attending hearings or engaging in client representation of any type, which is applicable to other clients.

5. Reimbursable costs shall not exceed $25,000.00. The Vendor shall notify the

Agency in writing when costs reach $18,000.00. Said notification shall be made as soon as is practicable and prior to the next monthly invoice.

6. All travel must be approved by the Agency’s Contract Manager on Agency approved form prior to date of travel. Request for Reimbursement form must be submitted with monthly invoice to the Agency’s Contract Manager.

This is a fixed price (unit cost)/cost reimbursable Contract.

D. FORMAT FOR INVOICES:

1. Within thirty (30) days of service provision, each statement for fees and costs shall be submitted in two (2) copies, in a format that includes, at a minimum, the following information:

a. Case name and number, if applicable, or other legal matter reference;

b. Invoice number for the particular bill;

c. Vendor taxpayer identification number;

d. Agency Contract number;

e. Vendor and Agency Contract Managers’ names;

f. Inclusive dates of the month covered by the invoice;

AHCA Contract No. EXD117, Attachment I, Page 3 of 6

g. Itemization of the date; hours billed; a concise, meaningful description of the services rendered, with sufficient detail to enable the Agency to evaluate the services rendered and costs; the person(s) who performed the services for each day during which the Vendor performed work; their hourly rate as specified in Exhibit A, Fee Schedule;

h. A listing of all invoiced costs to be accompanied by copies of actual receipts;

i. The total of only the current bill. Prior balances or payment history should be shown separately, if at all;

j. A certification statement, signed by the Vendor’s Contract Manager that reads, “I certify that all costs and fees claimed for payment are accurate and were performed in furtherance of this Contract between Holtzman Vogel PLLC, and the Agency”; and

k. Any other information may be requested by the Agency’s Contract Manager.

E. MANAGEMENT OF CONTRACT:

1. The Agency’s Contract Manager is Mary Clemmons Haire.

2. The Vendor’s Contract Manager is Ray Treadwell.

3. All written approvals must be obtained from the parties’ Contract Managers or their designees. All notices must be given to the parties’ Contract Managers.

4. This Contract shall be governed by and construed under the laws of Florida.

F. OTHER AVAILABLE SERVICES:

Upon receiving approval from the Agency, the Vendor shall use existing Agency agreements, when available and cost effective, to acquire services (e.g., computer-assisted legal research) and the assistance of professionals (e.g., court reporters, expert witnesses) at reduced rates.

G. PUBLIC RECORDS:

All documents prepared pursuant to this Contract are subject to Florida’s Public Records

Law. Refusal of the Vendor to allow public access to such records, as required by such law, shall constitute grounds for unilateral cancellation of this Contract.

AHCA Contract No. EXD117, Attachment I, Page 4 of 6

H. MONITORING:

Monitoring of the Vendor's performance shall be through e-mail and telephone communication as well as through review of monthly itemized invoices.

I. SPECIAL CONDITIONS:

1. The Vendor shall make affirmative efforts to achieve cost effectiveness by consolidating court hearings, limiting travel, streamlining case processing, using printed forms, using the appropriate level of attorney or staff experience required by task, and taking other actions to improve efficiency.

2. The Vendor shall provide the Agency’s Contract Manager with immediate notice of any significant case developments that will likely result in media inquiries.

3. Multiple staffing at meetings, hearings, depositions, trials, etc., by the Vendor will not be compensated without prior written approval from the Agency.

4. The Vendor agrees that all documents shall be promptly returned or disposed of unclaimed confidential records by shredding or burning, at the termination of the Vendor’s involvement in the case or matter at hand.

5. Agency in-house staff shall be used in legal matters to the maximum extent possible.

6. The Vendor shall provide immediate notice of any representation undertaken by the Vendor in matters where the client is suing or being sued by the state or state entities in any civil or adversarial administrative action.

7. A contingency fee contract must be commercially reasonable. “Commercially reasonable” means the fees shall be no more than the amount permissible pursuant to Rule 4-1.5 of the rules regulating The Florida Bar and case law interpreting that rule. If the amount of the fee is in dispute, the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all attorneys’ fees is subject to appropriation. Attorney’s fees shall be forfeited if, during the pendency of the case, the counsel retained by the state takes a public position that is adverse to the state’s litigation or settlement posture.

8. Each private attorney who is under contract to provide attorney services for the state or a state agency shall, from the inception of the contractual relationship until at least four (4) years after this Contract expires or terminates, maintain detailed current records, including documentation of all expenses, disbursements, charges, credits, underlying receipts and invoices, and other financial transactions that concern the provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, Florida Statutes.

AHCA Contract No. EXD117, Attachment I, Page 5 of 6

9. If any other customer of the Vendor obtains rates and/or terms with respect to any like services that are more favorable than those rates and/or terms provided to the Agency at any time during the duration of this Contract, the Vendor will retroactively adjust the rates and/or terms under this Contract to conform to the more favorable rates and/or terms and the Vendor shall promptly pay the Agency any amounts owing there from. This clause does not apply to any contracts the Vendor has with the Department of Financial Services, Division of Risk Management.

10. The Agency’s general counsel must approve and sign this Contract as to form and legality. This Contract must be signed by the Agency head, who shall also maintain custody of this Contract.

11. MyFloridaMarketPlace Vendor Registration

12. Each Vendor doing business with the State of Florida for the sale of commodities or contractual services as defined in section 287.012, Florida Statutes, shall register in MyFloridaMarketPlace, in compliance with Rule 60A-1.030, Florida Administrative Code, unless exempt under Rule 60A-1.030(3) Florida Administrative Code.

13. MyFloridaMarketPlace Transaction Fee

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to section 287.057(23), Florida Statutes (2002), all payments for commodities and/or contractual services as defined in Section 287.012, Florida Statutes, shall be assessed a Transaction Fee of one percent (1.0%), which the Vendor shall pay to the State, unless exempt under Rule 60A-1.032, Florida Administrative Code.

Notwithstanding the provisions of Rule 60A-1.030, et seq., the assessment of a transaction fee shall be contingent upon Federal approval of the transaction fee assessment program and continued payment of applicable federal matching funds.

For payments within the State accounting system (FLAIR or its successor), the Transaction…