CN-700000-23002.pdf

Agency Term Contract

ATC-23-002

Cold-Seal Medication Blister Cards

This Contract is between the State of Florida, Department of Corrections (“Department”), and Omnicell, Inc. (“Contractor”).

WITNESSETH

WHEREAS, the Department and Contractor are collectively referred to herein as "Parties" and individually as a "Party," and capitalized terms shall have the meaning assigned to them in the Contract, unless otherwise defined herein; and

WHEREAS, the Department has negotiated and accepted the Contractor’s pricing and enters into this Contract under Section 287.057(6), Florida Statutes (F.S.).

THEREFORE, and in consideration of the mutual promises contained herein, the Parties agree as follows:

I. Definitions

A. Agency Term Contract (ATC or Contract): A written agreement between the Department and the Contractor that is mandatory for use by the entire Department and under which Purchase Orders (PO) shall be issued.

B. Business Day: Days Monday through Friday, excluding State holidays.

C. Contract Administrator: The Department employee, or his/her designee, who serves as the liaison between the Contract Manager and the Department.

D. Contract Manager: The Department employee, or his/her designee, identified as the individual responsible for performance oversight and operational management of the Contract and serves as the liaison between Contractor and the Department.

E. Day: A calendar day, unless otherwise noted.

F. Department or FDC: The Florida Department of Corrections.

G. Purchasing Card (PCard): The State of Florida’s purchasing card program which utilizes the Visa platform.

II. Scope of Work

The Contractor shall provide timely delivery of all commodities pursuant to this Contract as defined and described in Exhibit A, Contractor’s Pricing.

III. Contract Term

The initial term of this Contract is for five (5) years and shall begin on September 26, 2022, or on the last date on which it is signed by all Parties.

IV. Renewal Terms

The Department and the Contractor may renew the Contract in whole or in part, for a renewal term not to exceed five (5) years, or portions thereof, at the renewal pricing specified in the Contractor's original submission, upon mutual agreement of the Parties as set forth in the Contract. The Department may not be charged any costs relating to a renewal.

V. Contract

This Contract, together with the following attached documents (Exhibits), sets forth the entire understanding of the Parties and supersedes all prior and contemporaneous agreements, whether written or oral, with respect to such subject matter.

All Exhibits attached to this Contract are incorporated in their entirety and form as part of this Contract. The Contract has the following Exhibits:

a) Exhibit A: FDC ITB-22-034 and all addenda, in reverse order of issuance; and

b) Exhibit B: Contractor’s Pricing

In case of conflict, the documents shall have priority in the order listed:

a) The Agency Term Contract

b) Exhibit A: FDC ITB-22-034 and all Addenda, in reverse order of issuance; then

c) Exhibit B: Contractor’s Pricing

VI. Amendments

Unless otherwise provided herein, all modifications to this Contract must be in writing and signed by both Parties, except changes to Section VIII, below. Any future amendments of the Contract, which alter the definition of the services or scope of work, shall define the services or scope in the same format as Exhibit A.

Amendments issued after Contract execution may expressly change the provisions of the Contract. If an amendment expressly alters the Contract, then the most recent amendment will take precedence.

VII. Contract Notices

Unless otherwise required herein, the Parties shall provide all notices required or permitted by this Contract in writing by certified mail, return receipt requested, or hand-delivery to the respective Parties. All notices shall be deemed received on the date of delivery.

Contract management notices to Section VIII, Contract Management, may be delivered by email to the Contractor's Representative as prescribed in Section VIII. All notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable.

VIII. Contract Management

The Department employee who is primarily responsible for maintaining the Contract Administration file is:

Contract Administrator Bureau of Procurement Florida Department of Corrections 501 S. Calhoun Street, Suite 327 Tallahassee, FL 32399-2500 Telephone: (850) 717-3700 Email: Purchasing@fdc.myflorida.com

The Contract Administrator will perform the following functions:

1. Maintain the official Contract Administration file;

2. Write and maintain this Contract and all amendments; and

3. Maintain records of all formal Contract correspondence between the Department and the Contractor as provided by the Contract Manager for filing in the Contract Administration file.

The Contract Manager is:

Stephen Whitfield, Pharmaceutical Services Director Office of Health Services Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399-2500 Telephone: (850) 717-3287 Email: Stephen.Whitfield@fdc.myflorida.com

The Contract Manager will perform the following functions:

1. Maintain a Contract Management file;

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

3. Enforce performance of the Contract terms and conditions;

4. Monitor and evaluate the Contractor’s performance to ensure services conform to the

Contract requirements;

5. Request all amendments, renewals, and terminations of this Contract, and implement management of any Contract changes;

6. Exercise applicable remedies, as appropriate, when the Contractor’s performance is deficient; and

7. Evaluate the Contractor’s performance upon completion of this Contract. This evaluation will be placed in the Contract file and will be considered if this Contract is subsequently used as a reference in future procurements.

For each Purchase Order issued by the Department, the individual listed as “On Behalf Of” shall serve as a local Contract coordinator, and will perform the following functions:

1. Verify the receipt of deliverables from the Contractor;

2. Review, verify, and approve invoices from the Contractor;

3. Monitor the quality of services and commodities being delivered;

4. Monitor the budget to ensure funds are available through the Contract term; and

5. Serve as the liaison between the Department, Contract Manager, and Contractor relating to quality and delivery.

The Department may appoint a different Contract Administrator or Contract Manager, which will not require an amendment to the Contract, by sending written notice to the Contractor. The Contractor shall address all communication relating to the Contract to the Contract Manager.

The Contractor has assigned the following individuals(s) to serve as their Representative for this Contract:

Lori Cofrancesco, Customer Care Specialist Omnicell, Inc.

2003 Gandy Boulevard North Saint Petersburg, Florida 33702 Telephone: (800) 671-0425 Email: Lori.Cofrancesco@omnicell.com

The Department will direct all questions and customer service issues concerning this Contract to the Contractor's Representative above. It will be the Contractor’s Representative’s responsibility to coordinate with necessary Department personnel, as required, to answer questions and resolve issues. The Contractor must provide written notice to the Contract Manager if a new employee is designated as the Contractor’s representative for this Contract.

IX. Termination

A. Termination at Will

Either Party may terminate this Contract at will upon no less than 30 Days’ written notice unless a shorter period is mutually agreed upon by both Parties. A Party shall deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery.

B. Termination Due to Lack of Funds

If funds to finance this Contract become unavailable, the Department may terminate the Contract upon no less than 24 hours’ written notice to the Contractor. The Department will deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery. The Department shall be the final authority as to the availability of funds.

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, the Department may terminate the Contract for cause. The Department may elect to afford, at its exclusive option, an opportunity for the Contractor to cure the breach within 30 Days upon written notice by the Department. Any breach of this Contract still left uncured by the Contractor after the Department has elected to provide 30 Days to cure (remedy) the breach may result in the Department's termination of this Contract upon 24 hours’ written notice by the Department. If the Department does not elect to allow the Contractor to cure a breach (e.g., instances of egregious Contractor conduct or other Contractor actions which may be harmful to the Department), the Department may immediately terminate this Contract for cause, upon 24 hours’ written notice to the Contractor, as described in this section. Notice shall be delivered by certified mail (return receipt requested), in person with proof of delivery, or by another delivery method whereby an original signature is obtained. If applicable, the Department may employ the default provisions in Section 287.1351, F.S. The provisions herein do not limit the Department's right to remedies at law or in equity.

D. Termination for Unauthorized Employment

The Contractor’s violation of Section 274A of the Immigration and Nationality Act shall be grounds for unilateral cancellation of this Contract.

X. Assignment

The Contractor shall not assign its duties or rights under this Contract to another Party without the prior written approval of the Department. The Department shall, at all times, be entitled to assign or transfer its rights, duties, and obligations under this Contract to another governmental agency of the State of Florida upon providing written notice to the Contractor.

XI. Subcontracts

The Contractor may, with the prior written consent of the Department, enter written subcontracts for delivery or performance of services, as indicated in this Contract. No subcontract, into which the Contractor enters for the performance of any of its duties under the Contract, shall in any way relieve the Contractor of any responsibility for the performance of the Contract. All subcontractors, regardless of function, shall comply with the Department’s Security Requirements, Exhibit B, including background checks, and all other Contract requirements. The Department is not authorized to make payments to the subcontractor for services or commodities provided under the Contract.

The Contractor shall make all payments to subcontractors. If the Contractor utilizes a subcontractor, the Contractor shall pay the subcontractor within seven (7) Business Days after any payment is received from the Department, per Section 287.0585, F.S. It is understood, and agreed upon, that the Department shall not be held accountable to any subcontractor for any expenses or liabilities incurred under the subcontract, and that the Contractor is solely responsible to the subcontractor for all expenses and liabilities under the Contract. If the Contractor fails to pay the subcontractor within seven (7) Business Days, the Contractor shall pay the penalty to the subcontractor in the amount of one-half (1/2) of one percent (1%) of the amount due, per Day, from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed 15% of the outstanding balance due.

XII. Issuance of Purchase Order

The Contractor will be issued an annual PO based on the Department’s estimated yearly quantities for each region listed in Exhibit C, Delivery Locations through MyFloridaMarketPlace (MFMP).

XIII. Substitutions

The Contractor will be required to provide only the commodities negotiated. Substituted items delivered, or provided to the Department without prior approval by the Contract Manager are prohibited, may be returned at the Contractor’s expense, and may lead to termination of the Contract.

In the event the commodity specified can no longer be provided, for reasons beyond the Contractor’s control (i.e., product discontinuance), the Contractor shall propose an alternative product to the Contract Manager within 10 Days of PO issuance. The alternative product must meet or exceed all terms, conditions, and requirements applicable to the product that was originally specified, and be provided at the Contract price for the commodity substituted. A product sample may be required for review by the Department before acceptance. Upon Department approval of a substitution, the Contractor shall deliver the substituted item(s) in accordance with Section XV.

XIV. Minimum Order

There is no minimum order; however, the Department will avoid placing orders that split standard packaging.

XV. Delivery

Product(s) shall be shipped as Free on Board (FOB) to the designated destination, and arrive within 15 days or the time mutually agreed upon between the Contractor and the Department after the order is placed via email. Deliveries of goods, or provision of services, must be between 8:30 a.m. and 4:00 p.m., local time, Monday through Friday, excluding State holidays, unless otherwise stated herein or on a subsequent Contract.

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XVI. Damaged Commodities and Warranty

The Contractor shall be responsible for filing, processing, and collecting all damage claims.

However, to assist the Contractor in the expeditious handling of damage claims, the Department’s ordering office will:

1. Record any evidence of visible damage on all copies of the delivery carrier’s Bill of Lading.

2. Report damage (visible or concealed) to the Carrier and Contractor, confirming such reports, in writing, within 15 Days of delivery, requesting that the carrier inspect the damaged merchandise.

3. Retain the item and its shipping container, including inner packing material, if applicable, until inspections are performed by the carrier and disposition given by the Contractor.

4. Provide the Contractor with a copy of the carrier’s Bill of Lading and Damage Inspection Report.

The Contractor shall guarantee the proper functionality of all commodities purchased against manufacturing or design defects. Such defects will be cured promptly by the Contractor after notification by the Department. The Department shall incur no costs related to the curing of defective commodities.

XVII. Summary Reports

The Contractor shall provide the Contract Manager a report of all Contract purchases at the end of each calendar quarter (March, June, September, and December). These quarterly reports must provide, at minimum, the 1) total number of orders placed during the quarter, 2) total dollar value of orders placed during the quarter, 3) total number of each item sold during the quarter, and 4) total dollar value of all items sold during the Contract term to date. The Department may, at its sole discretion, develop the format the Contractor must use in reporting the information above. The Contractor shall utilize any format developed by the Department. Failure to provide a quarterly report within 30 Days following the end of a quarter may result in the assessment of financial consequences, as indicated in Section XVIlI, or termination of the Contract.

XVIII. Performance Measures and Financial Consequences

A. The Contractor agrees it will be assessed a reasonable amount of financial consequences, as required by (F.S.) when performance falls below the minimum level required. These financial consequences are not a penalty and are intended to incentivize successful performance of Contract requirements. Financial consequences assessed will result in a credit to the Department. Financial consequences will be assessed in accordance with the table below (as applicable) if:

1. Products are not delivered as required;

2. Contractor fails to notify the Contract Manager of any required substitutions as required; or

3. Reports are not provided as required.

B. If the Department chooses to allow completion of Contract requirements after the time allowed, its allowance shall not act as a waiver of financial consequences.

C. Nothing in this section shall limit the Department’s right to pursue remedies for other types of damages at law or in equity.

Performance Measures (PM)

No. Description Expectation Measurement Financial Consequence

PM-001

The Contractor shall deliver all items ordered in accordance with the

Contract and Department’s Purchase

Order

Delivery shall be shipped as Free on Board (FOB) to the designated destination, and arrive within 15 days or the time agreed upon between the

Contractor and the Department after the order is placed via email.

Per Occurrence

$50 for each Day the Contractor is late in delivering the ordered items

PM-002

The Contractor shall notify the Contract

Manager of any required substitutions timely

Propose substitution to the

Department’s Contract

Manager within 10 Days of receiving the order via email.

Per Occurrence

$50 per Day, beginning the 11th Day after the order is placed via email.

XIX. Price Adjustments

The Contractor shall apply to the Department any price decrease effectuated during the Contract term by reason of market change or special sales offered to other customers.

Such a price decrease applies regardless of whether any related equipment is rented or leased by the Department under the Contract. Price increases are rejected, unless otherwise stated. All prices are firm and shall be held for the duration of the Contract term.

Equitable price adjustments shall only be considered if they are received and justified in accordance with PUR 1000, Section 4(e).

XX. Additions/Deletions

During the term of the Contract, the Department reserves the right to add or delete commodities, when considered to be in its best interest and general scope of the Contract.

Pricing shall be comparable to the amounts awarded. Further, the Department reserves the right to add or delete institutions and/or satellite facilities to the list of delivery locations.

XXI. Other Conditions

A. Public Records

The Contractor agrees to: (a) keep and maintain public records required by the Department in order to perform the Contract; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of the related records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law; (c) 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 the Contract term and following completion of the Contract, if the Contractor does not transfer the records to the Department upon Contract expiration or termination; and (d) upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the Contract. If the Contractor transfers all public records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department. Pursuant to Section 287.058(1)(c), F.S., the Department is allowed to unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Section 24(a) of Art. I of the State Constitution and Section 119.07(1), F.S.

If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor’s duty to provide public records relating to this Contract, contact the custodian of public records at:

Florida Department of Corrections ATTN: Public Records Unit

501 South Calhoun Street Tallahassee, Florida 32399-2500 Telephone: (850) 412-2664 Fax: (850) 922-4355 Website: https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkh n004wtw1eymm15f4x))/SupportHome.aspx

B. Confidentiality

The Contractor shall ensure all staff assigned to this Contract maintain confidentiality with reference to commodities and services in accordance with applicable local, State, and federal laws, rules, and regulations. The Department and the Contractor agree that all information and records obtained in the course of providing services under this Contract shall be subject to confidentiality and disclosure provisions of applicable federal and State statutes and regulations adopted pursuant thereto.

The Contractor agrees to keep all Department personnel information (i.e., Department staff telephone numbers, addresses, etc.) strictly confidential and shall not disclose said information to any person or entity, unless released to do so, in writing, by the Department.

C. Diversity in Contracting

The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority, women, and service-disabled veteran business enterprises in the economic life of the state. The State of Florida Mentor Protégé Program connects minority, women, and service-disabled veteran business enterprises with private corporations for business development mentoring.

We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protégé Program, please contact the Office of Supplier Diversity at (850) 487-0915.

The State is dedicated to fostering the continued development and economic growth of small, minority, women, and service-disable veteran business enterprises.

Participation by a diverse group of Vendors doing business with the state is central to this effort. To this end, it is vital that small, minority, women, and service-disabled veteran business enterprises participate in the State’s procurement process as subcontractors in this Contract. Small, minority, women, and service-disabled veteran business enterprises are strongly encouraged to contribute to this Contract.

The Contractor shall submit documentation addressing diversity and describing the efforts being made to encourage the participation of small, minority, women, and service-disabled veteran business enterprises to the Contract Manager.

Information on Certified Minority Business Enterprises (CMBE) and Certified Service- Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of Supplier Diversity at http://www.dms.myflorida.com/agency_administration/office_of_supplier_diversity_os d.

Diversity in Contracting documentation should identify any participation by diverse subcontractors/suppliers as prime contractors, subcontractors, vendors, resellers, distributors, or such other participation as the Parties may agree. Diversity in Contracting documentation shall include the timely reporting of spending with certified and other minority/women/service-disabled veteran business enterprises. Such reports must be submitted at least monthly and include the period covered, the name, minority code, and Federal Employer Identification Number of each minority/women/service-disabled veteran subcontractor/supplier utilized during the period, commodities and services provided by the minority/women/service-disabled veteran business enterprise, and the amount paid to each minority/women/service-disabled veteran vendor on behalf of each purchasing agency ordering under the terms of this Contract.

D. Disputes

Any dispute concerning the performance of this Contract shall be resolved informally by the Parties. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Department's Chief Financial Officer (CFO), or designee.

The Department's CFO, or designee, shall decide the dispute, reduce the decision to writing, and deliver a copy to the Contractor’s Representative, the Contract Manager, and the Contract Administrator.

E. Prison Rape Elimination Act

The Contractor shall report any violations of the Prison Rape Elimination Act (PREA) Federal Rule 28 C.F.R Part 115 to the Contract Manager immediately.

F. Insurance

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insurance at all times during the existence of this Contract. The Contractor accepts full responsibility for identifying and determining the type(s) and extent of insurance necessary to provide reasonable financial protection for the Contractor and the Department under this Contract. Upon the execution of this Contract, the Contractor shall furnish the Contract Manager, written verification of such insurance coverage. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance where appropriate.

If the Contractor is a State agency or subdivision as defined in Section 768.28, F.S., the Contractor shall furnish the Department, upon request, written verification of liability protection in accordance with Section 768.28, F.S. Nothing herein shall be construed to extend any Party's liability beyond that provided in Section 768.28, F.S.

G. Independent Contractor Status

This Contract does not create an employee/employer relationship between the Parties.

The Parties are independent contractors under this Contract and neither is the employee of the other for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers’ Compensation Act, and the State’s unemployment insurance law. The Parties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out their Contract duties. Services and commodities provided by each Party under this Contract shall be subject to the supervision of the other Party. In performing this Contract, neither Party nor its agents shall act as officers, employees, or agents of the other Party. The Parties agree that they are separate and independent business enterprises, and that each can pursue other opportunities.

This Contract shall not be construed as creating any joint venture or partnership between the Parties, and neither Party will be liable for any obligation incurred by the other Party, including, but not limited to, unpaid wages and overtime premiums.

H. Force Majeure

Neither Party shall be liable for loss or damage suffered as a result of any delay or failure in performance under this Contract or interruption of performance resulting directly or indirectly from acts of God, fire, explosions, earthquakes, floods, water, wind, lightning, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, strikes, or labor disputes.

I. Annual Appropriation

The State’s and the Department's duty to pay for commodities or services under this Contract is contingent upon an annual appropriation by the Legislature. The costs of services paid under any other contract or from any other source are not eligible for payment under this Contract.

J. Cooperation with Inspector General

In accordance with Section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing concerning this Contract.

K. Cooperation with the Florida Senate and Florida House of Representatives

In accordance with Section 287.058(7), F.S., the Contractor agrees to disclose any requested information, relevant to the performance of this Contract, to members or staff of the Florida Senate or Florida House of Representatives, as required by the

Florida Legislature. The Contractor is strictly prohibited from enforcing any nondisclosure clauses conflictive with this requirement.

L. Scrutinized Companies Contractor Certification

The Contractor certifies they are not listed on the Scrutinized Companies that Boycott Israel List, created under Section 215.4725, F.S., and they are not currently engaged in a boycott of Israel. If the Contract exceeds $1,000,000.00 in total, not including renewal years, the Contractor certifies that they are not listed on either 1) the Scrutinized Companies with Activities in Sudan List, or 2) the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created under Sections 215.473, F.S., and further certifies they are not engaged in business operations in Cuba or Syria, as stated in Section 287.135(2)(b)2, F.S. Pursuant to Sections 287.135(5), F.S., and 287.135(3), F.S., the Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if the Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or has engaged in business operations in Cuba or Syria during the term of the Contract. Any company that submits a bid or proposal for a contract or intends to enter into or renew a contract with an agency or local governmental entity for commodities or services, of any amount, must certify that the company is not participating in a boycott of Israel.

M. Purchasing Card (PCard Program)

The State of Florida has implemented the use of a PCard using the Visa platform.

Upon mutual agreement of the Department and Contractor, the Contractor will receive payments via the PCard in the same manner as other Visa purchases. To find out more about the State’s purchasing card program, a Contractor may visit:

www.dms.myflorida.com.

N. Vendor Ombudsman

The State of Florida has implemented the use of a PCard using the Visa platform.

Upon mutual agreement of the Department and Contractor, the Contractor will receive payments via the PCard in the same manner as other Visa purchases. To find out more about the State’s purchasing card program, a Contractor may visit:

www.dms.myflorida.com.

O. Payment and Invoicing

Pricing for the Contract will be at a fixed rate or percentage discount, whichever is lower. The Department will compensate the Contractor for the delivery of commodities and/or services, as specified in Exhibit A, Contractor’s Pricing. All charges must be billed in arrears, in accordance with Section 215.422, F.S. The Contractor must include any and all supporting documentation, as well as its name, mailing address, tax identification (ID) number/FEIN, PO number, items provided, and the quantity of items.

P. State Licensing Requirements As applicable, all entities defined under Chapter 607, 617, or 620, F.S., seeking to do business with the Department shall be on file and in good standing with the Florida Department of State, or provide certification of exemption from this requirement.

Q. MyFloridaMarketPlace (MFMP) Registration

All Vendors doing business with the State as defined in Section 287.012, F.S., must register in the MFMP Vendor Information Portal (VIP) system unless exempted under Rule 60A-1.031, Florida Administrative Code (F.A.C.). State agencies shall not agree to purchase commodities or contractual services with any Vendor not registered in MFMP unless exempted by rule. A Vendor not currently registered in MFMP shall do so within five (5) days of award. Vendors may complete their MFMP registrations at:

http://vendor.myfloridamarketplace.com. Vendors needing assistance regarding their MFMP registration may contact the MFMP Customer Service Desk at 1-866-352-3776 or vendorhelp@myfloridamarketplace.com.

Per Section 287.057(24)(c), F.S., and Rule 60A-1.031, F.A.C., Vendors must pay a small transaction fee on all payments they receive from the State, unless exempt under Rule 60A-1.031, F.A.C. This transaction fee is non-refundable, and the failure of a Vendor to pay as required may result in their exclusion of future business opportunities with the State.

R. Substitute W-9

The Florida Department of Financial Services (DFS) requires all Contractors doing business with the State to submit a Substitute W-9 Form electronically. To submit Forms, find frequently asked questions, and receive other assistance, Contractors can visit https://flvendor.myfloridacfo.com. For additional help, Contractors may contact DFS at (850) 413-5519 or FLW9@myfloridacfo.com.

S. E-Verify

Every public employer, contractor, and subcontractor shall register with and use the E-Verify system, https://www.e-verify.gov/employers, to verify the work authorization status of all newly hired employees. A public employer, contractor, or subcontractor shall not enter into a contract unless each party to the contract registers with and uses the E-Verify system in accordance with Section 448.095, F.S.

T. Copyrights, Right to Data, Patents, and Royalties

Where the Contract activities produce original writing, sound recordings, pictorial reproductions, drawings, other graphic representation, and/or works of any similar nature, the Department has the right to use, duplicate and disclose such materials, in whole or in part, in any manner, for any purpose whatsoever, and to have others acting on behalf of the Department to do so also. If the materials so developed are subject to copyright, trademark, patent, legal title, then every right, interest, claim or demands of any kind, in and to any patent, trademark or copyright, or application for the same, will vest in the State of Florida, Department of State for the exclusive use and benefit of the State. Under Section 286.021, F.S., no person, firm or corporation, including parties to the Contract, shall be entitled to use the copyright, patent, or trademark without the prior written consent of the Department of State.

The Department shall have unlimited rights to use, disclose or duplicate, for any purpose whatsoever, all information and data developed, derived, documented, or furnished by the Contractor. All computer programs and other documentation produced as part of the Contract shall become the exclusive property of the State of Florida, Department of State, except for data processing software developed by the Department pursuant to Section 119.084, F.S., and may not be copied or removed by any employee of the Contractor without express written permission of the Department.

The Contractor, without exception, shall indemnify and save harmless the Department, and its employees, from liability of any nature or kinds, including costs and expenses, for, or on account of, any copyrighted, patented, or unpatented invention, process, or article, manufactured, or supplied, by the Contractor, or is based solely and exclusively upon the Department’s alteration of the article. The Department will provide prompt written notification of a claim regarding copyright or patent infringement and will afford the Contractor full opportunity to defend the action and control the defense of such claim.

Further, if such a claim is made, or is pending, the Contractor may, at its option and expense, procure for the Department the right to continue the use of, replace, or modify the article to render it non-infringing. (If none of the alternatives are reasonably available, the Department agrees to return the article to the Contractor upon its request and receive reimbursement, fees, and costs, if any, as may be determined by a court of competent jurisdiction.) If the Contractor uses any design, device, or material(s) covered by letter, patent or copyright, it is mutually agreed and understood, without exceptions, that the Contract prices shall include all royalties or costs arising from the use of such design, device, or materials.

U. Severability

The invalidity or unenforceability of any particular provision shall not affect the other provisions hereof and shall be construed in all respects as if such invalid or unenforceable provision was omitted, so long as the material purposes can still be determined and effectuated.

V. Use of Funds for Lobbying Prohibited

The Contractor agrees to comply with the provisions of Section 216.347, F.S., which prohibits the expenditure of State funds to lobby the Legislature, Judicial branch of government, or a State agency.

W. Employment of Department Personnel

The Contractor shall not knowingly engage, employee, or utilize, on a full-time, part-time, or another basis, any current or former employee of the Department, during the period of the Contract, where such employment conflicts with Section 112.3185, F.S.

X. Tax Exemption

The Department agrees to pay for commodities and/or services according to the conditions of the Contract. The State of Florida does not pay federal excise taxes or the sales tax on direct purchases of commodities or services, and pricing shall not include those taxes.

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Exhibit B

Security Requirements

ATC-23-002

1) Section 944.47, F.S.: Except through regular channels as authorized by the officer in charge of the correctional institution, it is unlawful to introduce into or upon the grounds of any state correctional institution, or to take or attempt to take or send or attempt to send therefrom, any of the following articles which are hereby declared to be contraband.

a) Any written or recorded communication or any currency or coin given or transmitted, or intended to be given or transmitted, to any inmate of any state correctional institution.

b) Any article of food or clothing given or transmitted, or intended to be given or transmitted, to any inmate of any state correctional institution.

c) Any intoxicating beverage or beverage which causes or may cause an intoxicating effect.

d) Any controlled substance as defined in section 893.02(4), marijuana as defined in section 381.986, hemp as defined in section 581.217, industrial hemp as defined in section 1004.4473, or any prescription or non-prescription drug having a hypnotic, stimulating, or depressing effect.

e) Any firearm or weapon of any kind or any explosive substance. (This includes any weapons left in vehicles).

f) Any cellular telephone or other portable communication device intentionally and unlawfully introduced inside the secure perimeter of any state correctional institution without prior authorization or consent from the officer in charge of such correctional institution.

g) Any vapor-generating electronic device as defined in Section 386.203, Florida Statutes, intentionally and unlawfully introduced inside the secure perimeter of any state correctional institution.

A person who violates any provision of this section as it pertains to an article of contraband described in subsections (a), (b), or (f) is guilty of a felony of the third degree. In all other cases, a violation of a provision of this section constitutes a felony of the second degree.

2) Absolutely no transactions between contract personnel and inmates are permitted. This includes, but is not limited to, giving or receiving cigarettes, stamps, or letters.

3) No communication with inmates, verbal or otherwise, is permitted without the authorization of the officer-in-charge.

4) Keep all keys in your pockets. Do not leave keys in the ignition locks of motor vehicles. All vehicles must be locked, and windows rolled up when parked on state property. Wheel locking devices may also be required.

5) Establish with the Institutional Warden and/or Chief of Security where construction vehicles should be parked and staging area for materials storage.

6) Obtain formal identification (driver’s license or non-driver’s license obtained from the Department of Highway Safety and Motor Vehicles). This identification must be presented each time you enter or depart the institution.

Exhibit B

Security Requirements

7) Strict tool control will be enforced at all times. Tools within the correctional institution are classified as Class AA, A, or B.

a) Class AA tools are defined as any tool that can be utilized to cut chain link fence fiber or razor wire rapidly and effectively.

b) Class A tools are defined as those tools which, in their present form, are most likely to be used in an escape or to do bodily harm to staff or inmates.

c) Class B tools are defined as tools of a less hazardous nature. Every tool is to be geographically controlled and accounted for at all times.

d) At the end of the workday, toolboxes will be removed from the compound or to a secure area as directed by security staff. You must have two copies of the correct inventory with each toolbox; one copy will be used and retained by security staff who will search and ensure a proper inventory of tools each time the toolbox is brought into the facility, the other copy will remain with the toolbox at all times. Tools should be kept to a minimum (only those tools necessary to complete your job). All lost tools must be reported to the Chief of Security (Colonel or Major) immediately. No inmate will be allowed to leave the area until the lost tool is recovered.

8) Prior approval must be obtained from the Chief of Security before bringing any powder-activated tools onto the compound. Strict accountability of all powder loads and spent cartridges is required.

9) All construction materials will be delivered into the compound on trucks entering through the sallyport gate. As the security check of vehicles is an intensive and time-consuming (10-15 minutes) process, the contractor is requested to minimize the number of deliveries.

10) Control end-of-day construction materials and debris. Construction materials and debris can be used as weapons or as a means of escape. Construction material will be stored in locations agreed to by security staff, and debris will be removed to a designated location.

Arrange for security staff to inspect the project area before construction personnel leave.

This will aid you in assuring that necessary security measures are accomplished.

11) Coordinate with the Warden and Chief of Security regarding any shutdown of existing systems (gas, water, electricity, electronics, sewage, etc.). Obtain institutional approval before shutting down any existing utility system. Arrange for alternative service (if required) and expeditious re-establishment of the shutdown system.

12) With the intent of maintaining security upon the institution’s grounds, a background check will be made upon all persons employed by the contractor or who work on the project.

The Department, represented by the institution’s Warden, reserves the right to reject any person whom it determines may be a threat to the security of the institution.

Exhibit C

Delivery Locations

Region Facility Name Address

Region 1 Pharmacy

2980 State Correctional Road

Marianna, Florida 32448

Reception and Medical Center

Pharmacy

7765 South County Road 231

Lake Butler, Florida 32054

Region II Pharmacy

7819 N.W. 228th Street

Raiford, Florida 32026

Lowell Correctional

Institution Pharmacy

11120 NW Gainesville Road

Ocala, Florida 34482