INMATE HEALTH CARE SERVICES AGREEMENT

THIS INMATE HEALTH CARE SERVICES AGREEMENT ("Agreemeut") is made

and entered into on this ,;?;./ day of July 2023 (the "Effective Date") by and between the CITY
OF JACKSONVILLE, a consolidated political subdivision and municipal corporation
existing under the Constitution and laws of the State of Florida, for the Jacksonville
Sheriffs Office ("JSO" or "City") and NAPHCARE, INC., an Alabama corporation
(hereinafter referred to as (" Contractor").

RECITALS:

WHEREAS, the Department of Conaiions of the Jacksonville Sheriffs Office (the

"Department") houses imnates at three (3) facilities: (i) the Pre-Trial Detention Facility; (ii) the
Montgomery Correctional Center; and (iii) the Community Transition Center ( collectively, the
"Facilities" or individually, "Facility"); and

WHEREAS, JSO and Contractor desire to enter into a contract for Contractor to provide
comprehensive medical, mental health, dental, pharmacy and related health care and administrative
services to inmates at the Facilities in accordance with applicable laws and regulations and the
Governing Standards (as defined in this Agreement) (collectively, the "Health Care Services" or
"Services"), subject to the tenns and conditions contained herein; and

WHEREAS, JSO's authority to enter into this Agreement with Contractor to

provide the Health Care Services is pursuant to the procurement medical services
exemption set forth in Section 126.107 of the Jacksonville Ordinance Code and
Administrative Award Bid No. POA-70624-23, dated July 19, 2023.

NOW THEREFORE, for and in consideration of the covenants and promises hereinatler
made, the parties hereto agree as follows:

ARTICLE I
RECITALS AND CERTAIN DEFINITIONS

SECTION 1.01 The recitals set forth above are true and correct and incorporated herein by
reference. All capitalized words and phrases in this Agreement shall have the meanings ascribed
to them below and in this Agreement.

(a) Contractor's Represelltatives shall mean a regional leader and one full-time Health
Services Administrator designated by Contractor, who will be its primary representatives and
have responsibility for the ensuring that Contractor provides the Services in compliance with the
tenns of this Agreement, instituting and implementing any and all corrective action to resolve
areas of non-compliance or deficiencies, and facilitating any dispute resolution, and shall be
responsible for all persons providing services under this Agreement.

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(b) HSCM shall mean a Health Services Compliance Manager (HSCM) designated by JSO
who will be its senior representative and who shall require Contractor and JS O to meet all
contract requirements; monitor Contractor's and JS O's compliance and any corrective action
to resolve areas of non-compliance or deficiencies; recommend or assess liquidated damages
based on non-compliance; and facilitate any dispute resolution.

(c) Director shall mean the Jacksonville Sheriff's Office Director of Corrections.

(d) Governing Standards shall mean the following standards, as amended: state and federal
laws, the medically accepted community standards, the American Correctional Association
("ACA") Standards, the National Commission on Correctional Health Care (''NCCHC")
Standards, the Florida Corrections Accreditation Commission ("FCAC"), the Florida Model Jail
Standards ("FMJS''), Prison Rape Elimination Act ("PREA'') standards, and all other applicable
rules, regulations, and standards.

(e) Force Majeure Event means the following events or circumstances, but only to the extent that
they delay or preclude the City or Contractor from performing any of its obligations (other than
payment obligations) under this Agreement: (i) an act of God, tornado, hurricane, flood, lightning,
fire, explosion (except those caused by the negligence of the Contractor, its agents, and assigns),
landslide, earthquake, an existing epidemic or pandemic declared to be a current national, state or local
declaration of emergency, and extremely abnormal and inclement weather; (ii) acts of a public enemy,
acts of war, terrorism, insurrection, riots, civil disturbances, or national or international calamities; (iii)
an injunction, or a legal or equitable proceeding brought against the City or Contractor, (iv) a change
in law; and (v) any act, event, or condition that is determined by mutual agreement of the City and the
Contractor to be of the same general type as the events of Force Majeure identified in this Section (i)
through (v) above. Notwithstanding anything else contained herein, Force Majeure shall not be
deemed to include any act, event, or condition over which a Party relying thereon (including any Person
for whose performance such Party is responsible) reasonably has any influence or control, or any act,
event, or condition arising out oflabor strikes, labor shortages, or similar labor difficulties, or changing
economic conditions or economic hardships.

(f) Inmates or Patients shall mean those individuals under the custody and control of the
Department and physically accepted into the Facilities and shall include persons with the status of
pre-aITaignment detainee, post-mrnignment detainee, and persons sentenced to and/or
incarcerated at the Facilities. Inmates do not include those individuals in the home detention or
those individuals under the supervision of the Pre-Trial Services Unit or the Reentry Center. The
term "patient" as used in this Agreement shall be interchangeable with the term Inmate when
Inmates are receiving Services hereunder.

(g) Medical Director shall mean a physician appointed by Contractor and reasonably
acceptable to JSO. The Medical Director shall assist with monitoring and supervising the
perfonnance of all clinical personnel perfmming services under this Agreement. The Medical
Director shall plan, implement, direct, and control all clinical aspects of the services rendered
under this Agreement in cons u It at ion with Contractor's utilization review system and
Corporate Medical Officer. The Medical Director shall be versed and proficient in the Governing

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 Standards. The Medical Director shall also provide services as a physician under this Agreement.

(h) Services or Health Care Services shall collectively mean the comprehensive medical,
mental health, dental, pharmacy and related health care and administrative services to be provided
by Contractor under this Agreement as more fully described in A11icle III, including those services
included in Exhibit H attached hereto.

(i) Sheriff shall mean the Sheriff of Duval County and designated representatives within
the Jacksonville Sheriff's Office. The Director shall provide and update a list of designated
representatives to Contractor. Designated representatives include, as a minimum, the Sheriff, the
Director, the Chief of the Jails Division, the Chief of the Prisons Division and the HSCM.

(j) /111pleme11tatio11 Date shall mean September I, 2023, and shall be the date that Contractor
begins providing the Services under this Agreement.

(k) Effective Date shall mean the date when the last party signs and delivers this Agreement.

ARTICLE II
QUALIFICATIONS, LICENSES AND ACCREDITATION

SECTION 2.01 QUALIFICATIONS

All of the Services provided by Contractor under this Agreement shall meet or exceed the
Governing Standards. However, if the Governing Standards materially change from those in
place at the time this Agreement is fully executed, the parties shall promptly meet to make
any and all needed changes to properly and equitably ensure the ability to meet the changes
in the Governing Standards.

SECTION 2.02 LICENSES

Contractor warrants that it has, and shall maintain throughout the te1m of this Agreement, all
licenses necessary to provide the Services. Contractor fmther warrants that all of its employees,
independent contractors, and subcontractors rendering the Services have and will continue
to possess all licenses and certifications necessary to render any and all Services provided by
Contractor, its employee, independent contractors, or subcontractors. Contractor will obtain and
maintain all relevant permits and licenses required to perfonn the Services, including, but not
limited to, licenses and permits for radiology, phaimacy, and bio- hazardous waste disposal
services.

SECTION 2.03 ACCREDITATION

Contractor shall maintain its FCAC and NCCHC accreditations and meet all ACA accreditation
standards and requirements and all Florida Model Jail standards at each of the Facilities. Failure
to maintain applicable accreditation standards due to the failure of Contractor to comply with the

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Governing Standards shall result in liquidated damages as set fo11h in Article VII.

ARTICLE III
SCOPE OF SERVICES

SECTION 3.01 GENERAL ENGAGEMENT

I. Contractor shall provide the Services at the Facilities, unless othe1wise specified by JSO,
which Services shall include, but not be limited to, the following Services:

a) Medical screenings at JSO's Pre-Trial Detention Center 24 hours per day, 7

days per week;
b) Comprehensive medical, mental health, dental, and related health care and
administrative services for the Inmates;
c) Medical screenings of Inmates upon an-ival at J SO· s Pre-Trial Detention
Center;
d) Comprehensive health assessments of Inmates within 14 days of admission to the
Facilities;
e) Regularly scheduled sick call;
f) Nursing coverage;
g) Regular provider visits at each Facility;
h) Infinnaiy care (if agreed to and implemented by JSO and Contractor);
i) Referrals for Hospitalization;
j) Refe1rals for Medical specialty services;
k) Emergency medical care;
I) Inmate worker clearances;
111) Detoxification;
n) Medical records management;
o) Pham1acy services;
p) Health education and training services;
q) A quality assurance program;
r) Administrative supp011 services; and,
s) Other services more pai1icularly described in Exhibit H, including those more
specifically set fo11h in this Agreement.

Specific sections in this Agreement shall be deemed appropriate standards and shall not be
deemed or construed to establish the maximum type, level or amount of service
Contractor will provide.

2. Contractor shall provide specialty services, including, but not limited to, HIV testing
at each Facility when deemed appropriate by Contractor's Medical Director and to the extent
agreed upon by the Director .. To the extent specialty care cannot be rendered on site, Contractor
will make appropriate arrangements for the provision of such care through physicians, providers,
clinics and hospitals of UF Health Jacksonville ("UF Health Jacksonville") or, in rare cases, the

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physicians, providers, clinics and hospitals ofUF Health Gainesville ("UF Health Gainesville'') as
provided in Section 7.08 of this Agreement. As provided in Section 7.08, Contractor shall have
no financial responsibility for Inmate offsite care costs unless Contractor provides such care at a
Facility other than UF Health Jacksonville or UF Health Gainesville without the Director's prior
wriuen consent, except in cases of emergent circumstances that require treatment at another facility
in accordance with the Governing Standards. In such emergent circumstances, Contractor shall
immediately notify the Director and cooperate with JSO to transfer the Inmate to UF Health
Jacksonville or UF Health Gainesville as soon as appropriate in accordance with the Governing
Standards.

Specialty services provided by Contractor shall include meeting the unique needs of female
inmates, including, but not limited to, methadone, buprenorphine or other opiate to prevent
withdrawal in pregnant patients, obstetrical services during pregnancy, continuation of oral
contraceptives upon request, and referrals to UF Health Jacksonville for other specialty services
as appropriate.

3. Contractor shall provide emergency medical treatment to Inmates, and emergency care to
visitors and the Department's staff as necessary and appropriate on site. Thereafter, Contractor
shall arrange for the admission of such Inmates, who in the opinion of the Medical Director
requires hospitalization, to UF Health Jacksonville or UF Health Gainesville as provided in
Section 7.08 of this Agreement.

4. Physician/midlevel services must be sufficient to meet the required needs ofeach Facility
and to assure medical evaluation/follow-up within five (5) days of a routine, fo11y-eight (48)
hours of an urgent (seventy-two (72) hours on weekends and holidays), or immediately by a
physician, mid-level, or EMS for an emergent post nursing triage refe!1'al (including weekends
and holidays). In addition, Contractor shall provide provider on-call services twenty-four (24)
hours per day, seven (7) days per week, and Contractor's physicians/mid-levels shall provide for
consultation and on-site services at each Facility, as necessary.

SECTION 3.02 ADMINISTRATIVE

I. Periodic Reports. Contractor shall submit such periodic reports to the HSCM concerning
and reflecting on the overall operation of the health care services program in general and on the
health status in particular of the Inmates on a basis to be dete1mined by mutual agreement of
Contractor and JSO. Contractor shall fully cooperate with JSO to: (I) respond to repmting
requests from the HSCM, accrediting bodies, governing authorities and/or any comt for any
reason whatsoever within a timely manner, understanding that the timeliness of such responses
should not jeopardize patient care; and, (2) suppmt compliance or monitoring of any provision or
section of this Agreement, without any additional charge, fee or assessment to JSO. Contractor
shall use best efforts, without jeopardizing patient care, to make a company representative
available to attend cou1t hearings.

2. Annual Quarterly Reports. Contractor shall fmward annual statistical reports to the HSCM

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in accordance with Governing Standards, upon request of the HSCM.

3. Month Iv Reports. Contractor shall submit monthly statistical and narrative repmts by the
fifteenth ( 15th) day of each month to the Director and the HSCM. Said monthly reports shall
contain data for the previous month including, but not limited to, the following:

a) Inmates' requests for various services;

b) Inmates seen at sick call;
c) Inmates seen by:
1. Physician;
11. Dentist;
111. Psychiatrist
1v. Psychologist;
v. Advanced registered nurse practitioner and/or physician assistants;
vi. Other licensed mental health professionals;
d) Admissions:
1. Infirn1a1y (if agreed to and implemented by JSO and Contractor), including
patient days and average length of stay;
11. Mental health;
111. Off-site hospital;
e) Medical specialty consultation referrals;
f) Intake medical screenings;
g) Fomteen (14) day health assessments;
h) Medical grievance summary;
i) Psychiatric evaluations (initial and follow-up);
j) Diagnostic studies;
k) Repott of third party reimbursement, pursuit and recove1y;
I) Phannacy Expenses (as defined in Section 7.08)
m) Percentage of inmate population:
1. Dispensed psychotropic medication;
ii. On prescription medication;
n) Inmates testing positive for:
1. Sexually transmitted diseases;
11. HIV/AIDS;
111. Tuberculosis;
iv. Methicillin-resistant Staphylococcus aureus (MRSA)
o) Inmate mortality;
p) Number of hours worked by employed and contracted staff by providing access to
Contractor employees and agency daily roster repotts;
q) Any additional infonnation requested by the HSCM or JSO, in which case Contractor
will make every reasonable effort to provide such additional infmmation within
ten (10) business days. Should any such request require Contractor to create any
modifications to its software system(s) producing any such requested infonnation
and/or repott(s) that exceed an additional fifty (50) hours of programming time, the

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 parties shall meet to discuss Contractor's implementation time and costs associated
with the same. Additional customized rep011s or projects requiring software
programming time over fifty (50) hours shall be billed at a rate of one hundred ($100)
dollars per hour.

4. Dailv Reports. Contractor shall submit a narrative rep011 to the HSCM daily (Monday
through Friday excluding weekends and holidays) capturing data for the prior 24 to 72 hours by
no later than 11 :00 a.m. that includes the fol1owing topics:
a) Transfers to off-site hospital emergency departments;
b) Communicable diseaserep011ing;
c) Suicide data (i.e., attempts and precautions taken);
d) Status of inmates in local hospitals and infinnaries;
e) Daily Staffing Rep011 of Contractor employees and agency staff by name and title of
person, which report shall coincide with and otherwise match the daily staffing rosters;
f) Completed medical grievance report;
g) Status rep011 on 14 day health assessments and annual health assessments;
h) Inmates hospitalized in absentia;
i) Medication passes that did not occur;
j) Late urgent refeirnls HCP;
k) Late chronic care clinic;
1) Late chronic care HCP;
111) Late urgent refe1rnls psychiatrist;
n) Late TB screening and overdue PPD reading;
o) Late sick ca11 RN;
p) Late sick cal1 provider; and
q) Late urgent referrals dentist.

5. Monthlv Medical Aadit Committee ("MAC") Meetings. Contractor shall meet monthly
with JSO's designated representatives concerning existing health related procedures within the
Facilities, and for the purpose of making changes, from time to time, of such procedures and
other practices reasonably related thereto as Contractor and .ISO shall deem advisable. The
HSCM or designee shall schedule the meeting. The parties shall exchange agendas at least seven
(7) days prior to the meeting. The HSCM or designee will prepare minutes of the meetings
which must be approved at the next monthly meeting. Contractor's Regional Vice President or
Health Services Administrators or designee will attend segregation/classification meetings, and
other interdisciplinary meetings necessary to maintain detention/medical teamwork.

6. On-Call. Contractor will ensure appropriate personnel are available twenty-four (24) hour,
seven (7) day a week to return any cal1 within a reasonable amount of time, preferably within thirty
(30) minutes. An on-call provider shal1 be available twenty-four (24) hours a day, seven (7) days
a week and shall be notified of and respond in person, if necessa1y, to adverse medication reactions,
deaths, when comt-ordered, or when requested by the HSCM or designee. An on-call provider
shall respond within the sh011er of the medically appropriate time frame, the time specified by the
com1, or within twenty-four (24) hours. Contractor's designee for Section 3.02(12) shall be

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 available twenty-four (24) hours a day, seven (7) days a week accessible via cell phone.
Contractor's Behavioral Health Director, or his or her designe~, shall be on-call for behavioral
health issues and shall determine, in accordance with the Governing Standards, whether to contact
a psychiatrist immediately or the next clinic day if and when medically appropriate.

7. Written Job Descriptions. Written job descriptions and post orders defining specific
duties and responsibility for all assignments must be available at each site. Copies of staffing
schedules encompassing all staff are to be posted by Contractor in designated areas and
submitted to the HSCM ordesignee on a weekly basis with written daily updates regarding changes.

8. Court Appearances. Inf01rnation concerning any court or legal documents affecting

Inmates and Contractor must be provided by emailing or faxing such documents to the HSCM or
designee within a reasonable amount of time, preferably within four (4) hours. Contractor shall
email or fax infonnation concerning any cou1i appearances to the HSCM or designee and to the
Office of the General Counsel at their respective email addresses or fax numbers within a
reasonable period oftime after receipt of notice of the same, preferably within four (4) hours.
Contractor shall use best eff01is, without jeopardizing patient care, to make a company
representative available to attend court hearings. Time spent by Contractor employees dealing
with these couit appearances shall count as service included in this Agreement. Contractor
shall supply the HSCM or designee and the Office of the General Counsel with any follow up
rep01is and/or documentation requested by the Cami or the Office of the General Counsel.
Contractor will review and evaluate all court ordered medical, dental and mental health care and
take appropriate action to address such medical, dental, and mental health care concerns brought
to Contractor's attention by the Cami, or take appropriate action to vacate or modify the comi's
order. Contractor will notify the HSCM and the Office of the General Counsel of the action taken
on such cou1i orders. The requirements stated herein shall not pertain to pending litigation
involving Contractor and/or its personnel.

Contractor shall also make available its own legal counsel to attend court hearings involving the
medical care and treatment of inmates where appropriate. All costs associated with assistance of
this type will be the responsibility of the Contractor.

9. Policies and Procedures. Contractor shall design and implement policies, procedures
and protocols for the Services, subject to the approval of the Director or designee. The policy
and procedure manual will be updated annually in accordance with Governing Standards as well
as federal law and state statutes. Policies and procedures shall address medical, dental and mental
health treatment, and also include, at a minimum, policies for outside referrals, transp01tation,
emergency care and disaster management. Contractor shall submit all policies and procedures
to the HSCM or designee. Upon request, Contractor will provide input on any of JSO's policies,
procedures or protocols. If there are any material changes in Governing Standards, JSO and
Contractor agree to promptly meet to equitably amend this Agreement to ensure such material
changes are accommodated by the Contractor and JSO.
I 0. Civic Groups. Upon mutual agreement of JSO and Contractor, Contractor shall discuss
the services provided under this Agreement with local civic groups or visiting officials.

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 11. hsue Resolution. The Director, the HSCM or their designees shall contact Contractor's
regional leader or Health Services Administrator in the event administrative issues arise. In any
matter designated urgent by the Director, the HSCM or their designees, Contractor or JSO,
depending on the issue, shall address the issues immediately. In any matter .ISO or Contractor
designates as a non-urgent administrative matter, the Contractor or JSO, depending on the issue
shall respond within the reasonable time frame designated. Both parties shall work expeditiously
to resolve issues between the parties, regardless ofsource.

12. Financial Records, Reports, and Audits. Contractor shall maintain such books, records
and documents (" Fin an c i a I Rec o rd s ") to reflect the expenditure of all funds under
this Agreement in accordance with generally accepted accounting principles. Upon written
request by JSO to Contractor, Contractor shall prepare and provide JSO with copies of the
Contractor's consolidated annual financial statement and such other rep011s solely relating
to this Agreement as JSO may reasonably require during the period of this Agreement, at no
cost to JSO. Contractor shall provide JSO with sufficient documentation to enable JSO to perfonn
contract monitoring, audits, inspections, and to verify Contractor's perfonnance in accordance
with the tenns of this Agreement. JSO shall provide Contractor with a copy of any audit, and
Contractor shall provide written responses to any audit findings as requested in the audit. At all
reasonable times for as long as the Financial Records are maintained, Contractor must allow
persons duly authorized by City (including City's auditor and inspector general offices), and to
have full access to and the right to examine, copy or audit any of the Financial Records, regardless
of the fmm in which kept. Contractor will not charge City for any setup, supervision, or space in
connection with the examination and audit at Contractor's principal office in Birmingham,
Alabama. Photocopying charges will not exceed the actual and reasonable cost of the copies to
Contractor, and City shall be pe1mitted to bring its photocopying equipment if City so desires.
Contractor must comply with and cooperate in any audits or reports requested by City and must
ensure that all related party transactions are disclosed to the auditor.

Any specific infonnation that Contractor claims to be a trade secret or othe1wise exempt from
Aliicle I, Section 24, Florida Constitution, and Chapter I 19, Florida Statutes (the "Florida Public
Records Act") must be clearly identified as such by Contractor on all copies furnished to JSO .
.ISO agrees to notify Contractor of any third-party request to view such information, but it is a
Contractor's obligation to obtain a court order enjoining disclosure. If Contractor fails to initiate
a court action to enjoin disclosure within five (5) business days of Contractor's receiving notice of
the request, JSO may release the requested information. Such release shall be deemed for purposes
of this Agreement to be made with Contractor's consent and will not be deemed to be a violation
oflaw, including but not limited to laws concerning trade secrets, copyright, or other intellectual
property.

The Financial Records required by Contractor to be maintained pursuant to this subsection are in
addition to any other record keeping requirements contained in this Agreement.

13. Access to Facilities and Records. Contractor shall provide JSO, including the
Sheriff and the Director, the HSCM and their designees with (a) access to all infmmation
in the Facilities and outside the Facilities as is reasonably necessary for JSO to perfonn contract
monitoring, and (b) access to any financial books, documents, papers and records of Contractor

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 as are related to this Agreement. JSO and its designees shall have access to all JSO related
records of Contractor and to all documents as may be necessary for JS O's designee to perfonn
monitoring under this Agreement.

14. Facilities and Housekeeping.

a. JSO may prohibit entry to any Facility, or remove therefrom, any of Contractor's
subcontractors, independent contractors or employees who do not perform their duties in a
professional manner, who violate the security regulations and procedures of the Depai1ment, or
who present a security risk or threat as dete1111ined in the sole discretion ofJSO. The Depai1ment
reserves the right to search any person, prope1ty or aiiicle entering or leaving any facility.
Contractor's employees, independent contractors, and subcontractors, their desks, lockers,
personal effects, and vehicles parked at the Facilities are subject to search at any time.

b. Upon notification by Contractor of a new employee, the Depaiiment shall provide

Contractor's new employees, including per diem employees, with an orientation to the Facility and
to security requirements prior to being allowed access to the facility.

c. Contractor shall maintain and update the on-site medical library in English at each
Facility for use by the health care staff. The library shall include at a minimum the following
materials: basic reference texts related to the diagnosis and treatment in primary care setting, a
current medical dictionaiy, a pharmacology reference book, and a current Physician's Desk
Reference book. At the expiration or termination of the Agreement, the libraiy shall become the
prope1ty of JSO.

d) Contractor's staff shall leave conference rooms and other common areas in
good/same condition after use. The Depaitment will provide Inmate workers to clean and
maintain floors, windows, walls, vents, and all bathroom and shower facilities and fixtures.

e) JSO shall provide food/dietaiy services to Inmates, maintain the premises and
fixtures, and provide linens for the Inmates.

f) Contractor shall prepare inspection repmis on the maintenance of each Facility's

clinics on a quai1erly basis. Copies of all inspection repo11s shall be provided to the Director
and to the HSCM.

g) At its expense, Contractor shall dispose of all medically generated medical

biohazardous waste in accordance with applicable state and federal laws, local ordinances, and
OSHA standards. Contractor shall comply with OSHA blood borne pathogens standards; required
training; and record keeping for occupational exposures.

15. Telep/tone Calls. Contractor shall reimburse JSO for any toll or long-distance charges.
Any such charges may be offset against Contractor's monthly invoices.

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16. Staff Health Education. Contractor will conduct an ongoing health education program
for personnel of the Department at each Facility. This health care education program will
include, at the Depattment's request, programs necessaty to:
a) Maintain all ce1tifications;
b) Administration of first aid;
c) Recognize the need for emergency care in life-threatening situations (e.g. heart
attack);
d) Recognize acute manifestations of cettain chronic illnesses (e.g. asthma,
seizures), intoxication and withdrawal, and adverse reactions to medications;
e) Recognize other cluonic medical or disabling conditions;
1) Recognize signs and symptoms of mental illness, suicide prevention, precautions
and procedures with respect to infections and communicable diseases (e.g. AIDS,
MRSA, TB, etc.);
g) Appropriate referral ofinmates to health professionals;
h) Substance abuse;
i) Respond to medical emergencies (e.g. cardiopulmonaty resuscitation) or disaster;
j) Medical biohazardous waste disposal procedures; and
k) All training required by Governing Standards and additional topics upon mutual
agreement ofthe Depatiment and Contractor.

JSO shall reimburse the Contractor for any non-Contractor personnel and costs incmTed to provide
such training, provided such costs are pre-approved in writing by the Director or hisdesignee.

17. Inmate Health Education. Contractor shall maintain, subject to the Director's approval,
an inmate health education and training program to include literature and videos for placement
throughout the Facilities, especially in special program areas and in program intensive housing
units. Posters will be provided for health education on sexually transmitted diseases and substance
abuse. Upon approval of the Director, Contractor shall provide fonnal educational sessions to
Inmates on topics including but not limited to: personal hygiene, nutrition, physical fitness,
stress management, sexually transmitted diseases, chemical dependency, communicable diseases
(e.g. tuberculosis (TB), Acquired Immune Deficiency Syndrome (AIDS)), effects of smoking,
hypetiension/cardiac, epilepsy, diabetes, dermatology, rehabilitation, pregnancy, blood borne
pathogen and education sessions identified inNCCHC standards.

18. Inmate Services. Contractor shall provide Inmates with a verbal (in a language
understood by the Inmate) and written explanation of the procedures to access medical, dental, and
mental health services. Contractor must review and update the medical section of the Inmate
Handbook annually. The Inmate Handbook will be published and distributed by JSO.
Contractor's obligations under this Section shall include, without limitation, making all verbal and
written communications compliant with the Americans with Disabilities Act and all other
applicable laws and regulations.

19. Data Security Requirements. Contractor shall comply with the Data Security
Requirements provided in Exhibit G to this Agreement.

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20. Records and Documentation. All manuals, policies and procedures, medical (health,
mental health, and dental) records, statistical data, logs, and other records/documentation
(whether written or other media fonn such as CD-ROMS, flash drives, or DVDs) developed,
purchased or maintained by Contractor or .ISO or for one or more of the Facilities (excluding
original proprietary records nonnally maintained by Contractor at its off-site corporate
headqum1ers), in the custody of the Contractor are the prope11y of JSO. The Director or his
designee may review such electronic records at any time. A copy of medical records, including,
but not limited to records used as proofs for obtaining or maintaining accreditations, must be
provided to the Director, the HSCM, or JSO's designees at any time, upon their written request.
Upon expiration or te1111ination of the Agreement, all records, regardless of the fonnat in which
they are maintained, shall be surrendered to JSO. When surrendered, closed hardcopy records
will be indexed and boxed in chronological order by Contractor for each Facility.

21. Media Requests. If media requests concerning the Services or the Facilities are
received by Contractor, Contractor shall immediately notify the Director and the JSO
Publiclnfonnation Officer and confinn Contractor's intent to respond to such request. Contractor
shall be responsible for prompt I y responding to the media on I y after coordinating its
response with the .ISO Public Infonnation Officer. Contractor shall notify the JSO Public
Infonnation Officer after Contractor has responded in verbal, digital, or written form to each media
request and shall provide the JSO Public Information Officer with copies of any digital or written
responses provided to the media.

22. Property. A list of JSO owned equipment is attached hereto as Exhibit A. Contractor shall
maintain repair and/or replace all furniture and equipment where the cost is $500 or less, whether
such items are Contractor owned or leased or JSO owned. .ISO shall be responsible when the cost
exceeds $500.

23. Emergency Notification. Contractor shall notify the Director and the HSCM of any
Inmate hospitalizations, all unusual illnesses, all emergency care, all Inmate deaths, and all
potential media concerns immediately.

SECTION 3.03 INTAKE MEDICAL SCREENING

I. Contractor shall provide sufficient qualified staff to perfonn Inmate medical screenings
based on structured inquiry and observation, twenty-four (24) hours a day, seven (7) days a week.
Contractor shall initiate a medical screen each Inmate within five (5) hours of the time an Inmate
is made available for the intake medical screening, unless for reasons beyond Contractor's control
Contractor is prevented from timely accessing Inmates in a consistent and timely manner (e.g.,
intake is shut down, a large number of aJTestees are presented at one time or in close proximity,
and medical emergency within the facility requiring the attention of the booking area medical staff)
in which case Contractor shall medically screen each Inmate as soon thereafter as reasonably
possible.

2. Contractor shall ensure that lllll1ates entering the Facilities on prescription medications

12
shall be reviewed by a provider in a timely fashion as prescribed for continuation, substitution, or
alternative treatment plan when clinically indicated.

3. Booking at JSO's Pre-Trial Detention Center. On each shift, Contractor shall have a
minimum of one (1) licensed registered nurse (RN) together with two (2) licensed
practical nurse (LPN) on duty at JSO's Pre-Trial Detention Center. At least one (I) RN and
one (I) LPN must have ce11ified/documented mental health training/experience to perfonn mental
health and intake medical screenings, meeting, at a minimum, the requirements outlined in the
Governing Standards that include, but are not limited to:

a) Behavior, including state of consciousness, mental status and stability,

appearance, conduct, tremors, sweating;
b) Notation ofbody deformities, trauma, markings, ease of movement;
c) Condition of skin and body orifices, including rashes and infestations, jaundice,
lesions and needle marks or other indications of drug abuse;
d) Condition of eyes, ears, nose and throat;
e) Tuberculosis screening;
f) To the extent deemed medically necessary by Contractor's Chief Medical Officer,
COVID-19 screening/testing that complies with the Centers for Disease Control
and Prevention (CDC) and U.S. Depaitment of Health guidelines;
g) Recording of vital signs;
h) Documentation of chronic and current illnesses and health problems including
communicable diseases as well as medical; mental and dental histories; current
medications; substance abuse history; and, for females, a summaiy of
gynecological problems and pregnancies;
g) History of suicide attempts or suicidal ideations;
h) Screening for sexual assaultive behavior/past sexual victimization; and
i) Gynecological status.

4. Inmates must be medically cleared before they are sent to general population.
Unconscious, seriously injured, seriously i 11, or acutely intoxicated patients shall be refused
admittance into the Facility and referred to UF Health Jacksonville or UF Health Gainesville
for medical treatment as provided in Section 7.08. If an Inmate requiring medical clearance
from a hospital before admittance is subsequently returned to a Facility, then upon the Inmate's
return to the Facility, Contractor must medically assess the Inmate and review the hospital
clearance authorization pape1work before accepting the Inmate into the Facility. Contractor
shall maintain a medical clearance log of those Inmates who required medical clearance before
booking. The Jog will be submitted monthly for review and discussion at the Monthly Medical
Audit Committee meeting.

5. Contractor shall use its best eff01ts to have each inmate execute Releases of Info1mation
to enable Contractor to receive records from prior health care providers to ensure continuity
of care. Contractor shall pull records which are available from previous incarcerations in the

13
 Facilities and combine those medical records.

SECTION 3.04 HEAL TH ASSESSMENT

I. Each Inmate shall be given a health assessment, including appropriate screening and
testing by qualified health care personnel under the supervision of a licensed physician within
fourteen (14) calendar days after admission to a Facility. Failure of Contractor to provide any
required health assessment to an Inmate as provided in this Section 3.04 may shall result in a
penalty as provided herein.

Example: Inmate Smith booked 12/01/23, needs Hist01y and Physical ("H&P") no later
than 12/14/23. For calculation purposes, Day I is the booking date and the day the H &
P is completed does not count as a penalty day.

Example: Inmate Jones booked on 12/01/23, H & P completed 12/20/23. H& P should
have been completed on or before 12/15/23 (12/02/23 - 12/15/23). Therefore, penalty
may be assessed for the period from 12/16/23 through and including 12/19/23, which is
4 days.

The day the H & P is completed is not counted in the assessment of penalty days.
The health assessment shall be conducted in accordance with Governing Standards, shall be
documented on a f01m approved by JSO, and shall include the following, at a minimum:

a) Review of intake screening forms;

b) Collection of additional data regarding complete medical, dental, psychiatric and
immunization histories;
c) Appropriate laboratory and diagnostic tests to detect communicable diseases (e.g.
venereal disease, chicken . pox, etc.) if indicated, or upon Inmate request;
d) Tuberculosis screening (PPD test or chest x-ray);
e) Vital signs (height, weight, pulse, blood pressure, respirations, temperature);
f) Gynecological assessment for females;
g) Physical examination including comments about mental status and dental
screening;
h) Assessment of mental health;
i) Initiation of therapy and immunizations when appropriate;
j) Pregnancy test for all females, if not already documented;
k) Other tests and examinations as appropriate; and
I) Review of medical records from other providers.

2. Inmates referred for treatment as a result of the health assessment must be seen promptly
by the appropriate health care professional (e.g., physician, mental health professional or dentist)
unless the health care provider making the referral orders the Inmate to physician sick call on
another day or an outside referral is needed, in which case the Inmate should be seen within a

14
reasonable period of time.

SECTION 3.05 PHARMACY

1. Contractor shall obtain all necessa1y phannacy and DEA licenses to provide
phmmaceutical services consistent with local, state and federal laws and all applicable
Governing Standards. Contractor's pharmacy services shall be no less than a Type "B" Modified
Class II Institutional Pharmacy under the control and supervision of a ce11ified consultant
phannacist licensed in the State of Florida. The ce1tified consultant phannacist shall conduct
quarterly phannacy and therapeutic committee meetings. Contractor's initial fonnulaiy is
attached as Exhibit B. Contractor shall provide to the HSCM an updated rep01i
quaiierly showing any fonnulary changes made by Contractor.

2. Contractor shall ensure that prescribed medications are provided to Inmates a) within a
reasonable time of being written, unless othe1wise specified by a prescriber, for non-STAT
medications, and b) within four (4) hours of the order being given for STAT
medication(s).

3. The Medical Director shall detennine which medications shall be available on-site for
emergencies or when it is medically appropriate that a more immediate initial dose be provided.
Contractor shall keep sufficient supplies of medications on-hand to ensure that Inmates with
HIV or AIDS receive their medications on a timely basis. Contractor shall ensure that medication
stock kept onsite shall reflect the medication that is being dispensed to Inmates. PAR levels with
replenished medication used shall be closely monitored by the Contractor to prevent overstock and
limit disposal of unused medications. All medication shall be provided in generic fmmat when
made available on the market. Contractor shall offer Inmates who are on medications at the time
of release a minimum of seven (7) days of psychiatric medications and a minimum of three (3)
days of other medications, if clinically indicated, contingent on sufficient time to provide such
medication. Contractor may be required to offer inmates more than three (3) days medication
where clinically indicated (e.g. mental health inmates, HIV-positive inmates, and inmates taking
antibiotics), or when required for placement in an outside treatment or rehabilitative facility. If
Contractor is not able to dispense medication at the time of Inmate release from custody,
Contractor shall implement a voucher program to provide the Inmate. with a voucher to obtain the
amount of medication deemed necessary by the provider from a local pharmacy upon the Inmate's
release from custody.

4. When Inmates who are taking prescnptlon medications are released from custody,
participate in conditional release programs or leave on a writ, Contractor shall have available
all dispensed prescriptions for the Inmate for no less than three (3) days dosage or the remainder
of the medication, unless othe1wise directed by the physician or released without reasonable
advanced notice to provide such medications. The physician may require more than three (3)
days of medication to be filled if it is clinically indicated, in Contractor's discretion, that:

15
 a) The prescription should be filled in a sufficient quantity to ensure that the Inmate
can continue medication until such time as the Inmate is able to be seen by an outside
provider, or
b) The current prescription is completed.

Contractor shall use its best eff011s to secure a phannacy agreement that allows Inmates enrolled
in the phannacy program or jail linkage program the ability to have thirty (30) days of HIV
medication in-hand upon release from the Facilities, if provided at least f011y-eight (48) prior
notice of discharge from the JSO, or access to thi11y (30) days of HIV medications in the
community. Contractor shall use its best eff011s to pursue any programs that reduce pharmacy
costs without jeopardizing patient care.

5. Contractor shall record the administration of all prescription and "PRN" medications in
Contractor's electronic medical record (EMR). Contractor shall document that each Inmate has
received all medications. In the event an Inmate's ordered medication was not administered,
Contractor shall document the reason that the medication was not administered and shall conduct
appropriate follow up to provide the Inmate such medication in accordance with approved
policies governing medication administration. Contractor shall document all follow up eff011s.

6. Contractor shall employ or enter into a contract with a licensed, qualified phannacist.
Contractor's phannacist shall attend (in person or electronically) the quai1erly Continuous Quality
Improvement Committee meetings. Contractor's pharmacist shall perform third pai1y drug
utilization review as requested by the Continuous QualityimprovementCommittee and HSCM.
7. Contractor's ce11ified pharmacist shall conduct monthly inspections of all Facility areas
where medications are maintained. The inspection shall include a review of the medications
storage, a review of the medical records/medication administration record fom1s, and a review
of the medication expiration dates. JSO's designees shall have the right to inspect and review the
storage of medications, phaimacy and medication records.

8. Contractor's ce11ified phannacist shall ensure the destruction and disposal of medications
as required by law. Contractor's ce11ified phannacist shall prepare a monthly report of these
activities and any findings which shall be shared with the Medical Director, Contractor's regional
leader and Health Services Administrator, and the HSCM. A copy of the monthly repo11 shall
be maintained by Contractor in each Facility.

9. Contractor shall provide the HSCM with copies of all State of Florida inspections and
audits within 5 business days of receipt by Contractor.

SECTION 3.06 LABORATORY

1. Contractor shall provide or a1rnnge for all laboratory services in accordance with the
Governing Standards. Such laboratory services shall be provided by UF Health
Jacksonville or UF Health Gainesville as provided herein. Contractor shall have no financial

16
responsibility for any fees or costs associated with laboratory services rendered to any Inmate.
Laboratory services shall also include the provision of supplies, the delivery and pick-up of
labs and results being sent to and from UF Health Jacksonville at least once daily from Monday
through Friday, the installation of a printer at each Facility to provide test results as facsimile
copies of results are not acceptable, and the capability to provide and receive laborat01y reports
within twenty-four (24) hours, subject to UF Health's willingness to comply and medical
necessity.

2. Urgent or stat laborat01y work shall be sent within four (4) hours to UF Health
Jacksonville. Results shall be telephoned immediately to the requesting physician, and a written
report shall be sent to the physician within four (4) hours of the laboratory work being picked
up.

3. A provider shall review, initial and date all results by the next provider clinic visit.
Contractor's provider shall utilize his best efforts to review laborato1y results that were sent
over a weekend or holiday as soon as possible. Upon a review of the results, Contractor's
provider shall detennine the appropriate clinical treatment of the Inmate. In the event the
provider's clinical observations of the patient do not correlate with the laboratory results, the
provider shall clinically assess the patient, provide appropriate follow-up care, and reorder
laborat01y testing as clinically appropriate.

SECTION 3.07 RADIOLOGY SERVICES

I. Contractor shall provide or airnnge for radiology services tlu·ough UF Health

Jacksonville unless otherwise agreed upon between JSO and Contractor. Radiology services shall
include x-rays, fluoroscopy, MRI's, CAT scans, ultrasounds, and any other special studies.
Radiology services shall also include radiology supplies. The cost for radiology services
provided by UF Health Jacksonville or UF Health Gainesville shall be paid by JSO. Contractor
shall have no financial responsibility for any fees or costs associated with radiology services
rendered to any Inmate.

2. Contractor and JSO acknowledge that, at some time during the term of this Agreement,
Contractor and JSO may agree that Contractor shall provide radiology services at a Facility at
Contractor's expense. In such event, Contractor and JSO agree to negotiate in good faith to execute
an amendment to this Agreement to adjust compensation to provide for such services.

3. Contractor's provider shall promptly review, initial and date all x-ray reports by UF
Health Jacksonville.
SECTION 3.08 OPTICAL SERVICES

I. Contractor shall airnnge for a qualified optometrist to perform offsite eye examinations
for Inmates with specific eye complaints. Additionally, Contractor will attempt to provide a
qualified optometrist to perf01m onsite eye examinations for Inmates with specific eye complaints,
however, in the event Contractor is unable to secure an optometrist to perform onsite, the patient

17
will be sent to an offsite optometrist to meet their healthcare needs.

2. Contractor shall provide prescription eyeglasses to Inmates at Contractor's expense when

medically necessary, provided that Contractor shall only be required to provide one pair of the
same prescription eyeglasses to an Inmate during an incarceration. Inmates who desire other
prosthetics shall be able to obtain them at the Inmate's expense unless Contractor's
Ophthalmologist determines that the other prosthetics are clinically necessa1y, in which case
Contractor shall bear the cost of the other prosthetics.

SECTION 3.09 DENTAL SERVICES

Contractor shall provide a dental screening within fomieen (14) days and a dental assessment
within twelve (12) months as required by Governing Standards. Contractor shall provide
emergency and routine dental care for Inmates at Facilities. Contractor shall make appropriate
refe1Tals to U F He a Ith Jackson vi I I e for Inmates requiring specialized dental care
outside the capabilities of a Facility.

SECTION 3.10 MENTAL HEALTH AND SUBSTANCE ABUSE

Contractor shall implement a mental health program for the evaluation, treatment and/or refe1rnl
of mentally ill Inmates to include but not be limited to the following:

1. A licensed mental health professional employed by Contractor shall evaluate each Inmate
identified at the intake medical screening as having a mental illness but asymptomatic within
seventy-two (72) hours of the medical screening. Symptomatic Inmates (e.g., suicidal ideations,
decompensating, and/or psychotic behavior) who have a histmy of mental health treatment must
be seen by a licensed mental health professional within twenty-four (24) hours of the intake
medical screening. If a non-emergency referral to a psychiatrist is necessmy, the Inmate will be
evaluated by the psychiatrist or psychiatric ARNP within an appropriate time frame, preferably
within seventy-two (72) hours and not to exceed seven (7) days.
2. Contractor shall use its best effmis to have Irunates execute Releases of Infonnation
when clinically indicated and legally required so that prior medical records can be reviewed to
ensure continuity of care.

3. If an Inmate is relocated from general population to the mental health unit/bed, or the
Inmate is referred to the mental health unit/bed by any of the Department's staff or referred to
Contractor for mental health assessment by any of the Depaiiment's staff in writing, the Inmate
shall be examined by a licensed mental health professional within twenty-four (24) hours of the
Inmate's being moved.

4. Contractor shall provide suicide assessments, and assessments pursuant to Chapter 394,
Florida Statutes. Inmates who meet the criteria under Chapter 394, Florida Statutes, shall be
processed accordingly. Contractor shall have staff with appropriate licensure available twenty-
four (24) hours per day, seven (7) days per week to perfmm the functions of Chapter 394, Florida

18
 Statutes. When Contractor places an Inmate on suicide watch, Contractor shall immediately notify
the HSCM that constant observation of the Inmate by appropriately trained personnel is required.

5. Psychotropic medication in liquid fonn will be used where clinically appropriate or a viable
security need is atticulated by the JSO watch commander or any higher ranking personnel.
To maximize the effectiveness of phannacotherapy and to reduce the toxicity and side effects of
medication, an intensive drug monitoring program shall exist. All Inmates placed on drug therapy
will be seen within one (I) week by the psychiatrist or psych ARNP. Precautions lo be followed
will include:

a) The psychiatrist or psychiatric ARNP will review the Inmate's medical record to
detennine which medications the patient has been receiving prior to the prescription of
psychotropic medication.

b) Prior to prescribing psychotropic medication, the psychiatrist or psychiatric

ARNP, will infonn Inmates about the risk(s) of taking such medication in accordance
with applicable standards of care. An infom1ed consent or informed refusal document
for each psychotropic medication must be completed and filed in the medical record:
The Inmate must sign the consent or refusal document and such document must be
witnessed by two persons.

c) Contractor may use its involuntary medication policy upon demonstrating that (i)
an Inmate has a mental disorder and because of such disorder there exists a likelihood of
serious hann to the Inmate, others, or property; or (ii) an Inmate is gravely ill or disabled
and the medical treatment is in the Inmate's medical best interest. The involuntary
medication policy shall not be used for purposes of restoring the Inmate's competency to
stand trial or to aid the Inmate in their own legal defense.

6. Contractor shall develop a standardized fonnulary for the treatment of the mentally i 11
w h i ch shall either include those psychotropic medications offered at the state forensic
hospital, or Contractor will ensure that nonformulary medications used at the state forensic hospital
are continued or prescribed as appropriate. The fonnulary of psychotropic medications offered at
the state forensic hospital shall be available to all inmates in the Facilities as detem1ined by
Contractor's clinical personnel. Contractor may substitute medically comparable medications
when deemed appropriate by the prescribing provider in accordance with the Governing Standards.

7. Contractor shall provide a behavioral health professional who shall refer to a psychiatrist
or psychiatric ARNP when appropriate and who is available to respond to Facilities within two
(2) hours of notification through on-call availability twenty-four (24) hours per day, seven (7) days
per week.

8. Contractor shall implement a program of mental health care for Inmates in general
population and in the mental health units or in a mental health bed which includes at least the
following:

19
 a) Psychotropic medications;

b) Ongoing monitoring;
c) Compliance counseling;
d) Evaluation and intervention as necessary for side effects;
e) Case management;
t) Individualized treatment planning;
g) Supportive group and/or individual psychosocial interventions, all provided by
staff having at least the qualifications of a master's level mental health
professional;
h) Psychiatric consultation for identified inmates;
i) Laboratory studies as indicated;
g) A mental status examination at least every thi1iy (30) days;
h) Discharge planning to include prescription medications, if indicated;
i) Crisis intervention; and
j) Substance abuse counseling/refeffals.

Contractor shall ensure that all their personnel receive specialized training on mental illness,
substance abuse, and suicide prevention and intervention based on governing standards.

9. Contractor shall collaborate with co111111unity paiiners and provide a Medication Assisted
Treatment (MAT) program for patients with Opioid Use Disorder as provided in Exhibit H
("Additional Services"). MAT program components shall include continuity of medication at
intake when appropriate and induction of MAT within a reasonable timeframe for pregnant
patients. Contractor will also work with conununity resources to provide for a smooth transition
to the co111111unity.

SECTION 3.11 INMATE WORKER CLEARANCES

1. Inmate worker medical clearances for all Irunate workers (inmate workers, kitchen
workers, Inmates with food handling responsibilities, janitorial duties and Inmates assigned to
work programs outside the Facilities) must be done within seventy-two (72) hours of JSO's
request (including weekends and holidays), unless the number of requests is so material as to
hamper delivery of patient care, in which case the clearances will be completed as soon as
reasonably possible while still ensuring delive1y of quality patient care. Contractor's review of the
Irunate's history and physical must be documented on the inmate worker clearance fonn and
submitted to the HSCM.
2. Completed clearance forms will be placed in the Inmate's medical record before
assignment. This fonn will indicate whether the Inmate can perform the essential functions of
the job assignment, with or without accommodation. If an accommodation is recommended, the
HSCM will review and act upon the request.

20
 SECTION 3.12 ELECTIVE MEDICAL CARE; EXCLUDED SERVICES

Contractor will not be responsible for providing elective medical care to Inmates. For purposes
of this Contract, "elective medical care" means medical, dental, and mental health care, if not
provided, would not in the opinion of Contractor's Medical Director, consistent with the
Governing Standards, cause the Inmate's health to deteriorate, or cause definite harm to the
Inmate's well-being, or present a health risk to other Inmates. In the event of a dispute between
the Medical Director and the HSCM regarding "elective medical care," Contractor shall provide
a written summaiy of why the Inmate's medical care is elective.

In addition to other provisions excluded pursuant to this Agreement, Contractor will not be
responsible for any medical testing or obtaining samples which are forensic in nature, except as
required by local, state, or federal statute or regulation or by Comt Order. Revisions of applicable
statute or regulation pe1taining to medical testing or obtaining samples, which are forensic in
nature, which occur during the term of this Agreement, will be considered a further obligation of
Contractor; however, if such revisions result in increased cost to Contractor, the parties agree to
discuss reimbursement to Contractor. Contractor will not be responsible for costs associated with
the transportation of Inmates for off-site non-emergency health care treatment. Contractor will not
be financially responsible for costs associated with transplants and/or experimental procedures.
Contractor will not be financially responsible for any Inmate that is not physically booked into the
Facilities or not housed at the Facilities, nor for any costs incurred after an Inmate is released from
JSO's custody. Contractor will not be responsible, financially or otherwise, for providing health
care services to an infant following birth.

SECTION 3.13 SICK CALL

Routine Sick Call:

Contractor shall provide a face-to-face triage ofeve1y sick call request within 24 hours of the sick
call being received. This can occur at the time the sick call is collected. At such time that Contractor
has triaged the sick call and determined that the sick call is appropriate for nursing protocol
intervention, Contractor shall address the sick call within 24 hours. Should an Inmate require
additional medical services outside of the scheduled sick call rounds done in the housing units,
Contractor shall make refe1nls to the appropriate medical personnel.

Physician Sick Call:

Physician and advanced level practitioner sick call shall be provided a minimum of five (5) days
per week. In compliance with Contractor's policy and NCCHC Standard E-07, Inmates shall be
seen within ten (JO) days if routine (not including chronic care appointments), within seventy-two
(72) hours on weekends and holidays, and as deemed medically necessa1y, if urgent. Emergent
care will be rendered immediately when necessary.
Cancellations:

21
Cancellations of sick call may be subject to penalties if cancelled because of staffing issues on
behalf of Contractor. However, if sick call does not occur because JSO's detention staff are
unavailable to effect Inmate movement then Contractor will not be penalized. Cancellations
because of unavailable J SO detention staff shall be documented by Contractor and verified
by JSO.

SECTION 3.14 INFIRMARY CARE AND HOSPITALIZATION

I. If agreed upon by JSO and Contractor during the term of this Agreement, infirmary
care shall be available for Inmates requiring skilled nursing care, chronic illness care,
convalescent care, and all acute and chronic conditions which can be managed on-site.
Contractor shall ensure the following is provided:

a) 24-hour coverage, supervised on-site by a Registered Nurse;

b) Daily infirniary rounds by nursing staff;
c) 24-hour physician or midlevel on-call coverage;
d) A manual of nursing care procedures;
e) A separate and complete medical record for each patient; and
f) Infinnary rounds will be conducted by the provider no less than one (I) time
per day, Monday through Friday.

2. All infirmary encounters by a health care provider shall be documented 111 the
Inmate's medical record.

3. Inmates requiring care beyond Contractor's capability on-site shall be hospitalized at

UF Heath .Jacksonville or, in the rare case, UF Health Gainesville as provided in Sections 7.08 and
7.09. As provided in Section 7.08, Contractor shall have no financial responsibility for Inmate
offsite care costs unless Contractor provides such care at a Facility other than UF Health
Jacksonville or UF Health Gainesville without the Director's prior written consent, except in cases
of emergent circumstances that require treatment at another facility in accordance with the
Governing Standards. In such emergent circumstances, Contractor shall immediately notify the
Director and cooperate with JSO to transfer the Inmate to UF Health Jacksonville or UF Health
Gainesville as soon as appropriate in accordance with the Governing Standards.
Recommendations for hospitalization, with the exception of emergency situations shall be made
in accordance with the Governing Standards and protocols approved by JSO and shall be approved
by the Medical Director or another physician. Hospital admissions that arise from emergency
situations shall be reviewed by the Medical Director within fmiy-eight (48) hours of admission.

4. To the extent any Inmate requires non-emergency, non-ambulatory off-site health care
treatment (hospitalization, specialty services, etc.), JSO will, upon reasonable notice, provide
appropriate transp011ation services as requested by Contractor. J SO shall not be required to

22
transport seriously ill or medically unstable Inmates; however, JSO shall pay all costs
associated with offsite transp01is.

5. Contractor's personnel shall hold regular meetings with representatives from UF

Health Jacksonville to coordinate the referral of Inmates. Policies and procedures shall be
developed and implemented regarding referral methods. scheduling. transpo1iation,
repo1iing of test results, medical records, acute care hospitalization and patient follow-up,
subject to approval by JSO. Contractor shall maintain confidential and secure
communications with outside providers so as not to compromise the secure transpo1iation
oflnmates.

SECTION 3.15 EMERGENCY CARE

Contractor will provide emergency or immediate medical services for Inmates and emergency care
and stabilization to visitors and staff twenty-four (24) hours a day, seven (7) days per week.
Contractor shall designate its Medical Director or designee and an on-call mental health
professional who shall have twenty-four (24) hour on-call responsibility for any emergencies.
Contractor shall immediately notify JSO of the need for emergency or acute hospital services and
JSO shall provide all transportation to UF Heath Jacksonville.

SECTION 3.16 REFERRALS

Outside referrals will be made when medically appropriate. Referrals shall meet the utilization
review program requirements. All referrals shall be approved by the Medical Director. Contractor
shall maintain appropriate referral logs, which shall be available for review by JSO's staff. The
Medical Director or on-site physician or on-call provider must medically clear Inmates returning
to the Facility before those Inmates will be released to a Facility's general population.

SECTION 3.17 DIET

Therapeutic diets required by Inmates shall be ordered by a physician, physician assistant, health
care practitioner, or dentist. An approved acceptable list of therapeutic diets will be agreed upon
between the Medical Director and JSO's designees. Contractor shall provide nutritional
supplements (a liquid meal replacement) and/or vitamins as may be necessary, the cost of which
shall be applied to the annual phaimacy cap. Nothing in this Section nor in Section 3.02(14)(e)
shall be deemed or construed to transfer these responsibilities away from Contractor.

SECTION 3.18 INFECTION CONTROL

Contractor shall implement an infection control program which includes but is not limited to
concmTent surveillance of staff and Inmates, prevention techniques, treatment, and rep011ing of
infections in accordance with local, state and federal laws, OSHA and Governing Standards.

23
 SECTION 3.19 INMATE GRIEVANCES, COMPLAINTS

Inmate complaints or grievances regarding services under this Agreement shall be forwarded
to the Contractor's Health Services Administrator who shall ensure the complaint or grievance
is promptly reviewed by qualified personnel in consultation with the Medical Director, as needed,
gather all info1mation concerning the complaint or grievance, and take appropriate action in
accordance with JSO's grievance procedures. Contractor shall respond to all Inmate complaints
or grievances concerning services under this Agreement within seventy-two (72) hours of
Contractor's receipt of such complaint or grievance. Contractor will provide the HSCM with a
copy of all grievances and responses pertaining to inmate health care weekly.

SECTION 3.20 INMATE TRANSFERS

I. Intra system. All lnmates shall have their medical records screened by Contractor's health
care personnel upon booking at JSO's Pretrial Detention Center. Thereafter, Inmates transferred
among the Facilities shall have their medical records screened by Contractor's health care
persom1el prior to the transfer and immediately upon mTival at the receiving Facility. The
health record must accompany the Inmate to the receiving Facility, or be electronically
accessible to the receiving Facility, and must document the current medications, the Inmate's
medical status, the Inmate's chronic health problems, and any other relevant medical
infonnation. Contractor shall ensure that its staff maintain strict confidentiality concerning the
transfer of any Inmate.

2. External Transfers. Every eff011 will be made by JSO to provide Contractor the names
of Imnates transferring to other jurisdictions twenty-four (24) hours prior to scheduled transfer.
Before Imnates are transfeJTed to other jurisdictions, their medical records shall be screened by
Contractor's health care personnel. Appropriate medical information and medications shall be
sent with the Inniate to the receiving jurisdiction at the time of transfer.

SECTION 3.21 CASE REVIEW

Contractor shall implement and operate a Case Review Program for JSO. When an Inmate is in an
outside facility (whether admitted by Contractor or booked in abstentia), the Contractor shall
perform case review and coordinate Services with UF Health Jacksonville or UF Health
Gainesville as appropriate. Contractor shall communicate daily with the hospital case management
as appropriate to obtain updates of care and coordinate appropriate transition back to the Facility.

SECTION 3.22 COMPREHENSIVE QUALITY IMPROVEMENT

Contractor shall develop a comprehensive quality improvement program ofregularly scheduled
audits of all Inmate Health Cm·e S ervices provided under this Agreement, documentation of
deficiencies, and plans for correction of deficiencies. The quality improvement plan shall
include a provision for program and contract monitoring (peer review) by one or more "outside"
detention health care consultant(s) on a bi- annual basis. The results of the outside consultant's

24
review(s) shall be shared with the HSCM and available for ACA, FCAC, FMJS and NCCHC
review accreditation. Contractor shall obtain the approval of JSO, which shall not be
umeasonably withheld, as to each outside consultant. Contractor shall bear all costs associated
with the outside consultants. The Comprehensive Quality Improvement Committee shall consist
of health staff of various disciplines (e.g., medicine, nursing, mental health, dentistry, health
records, phannacy, laboratory, custody staff), HSCM, and facility personnel and shall have the
following functions and responsibilities:

I. Establish and oversee the Facilities' Quality Management (QM) program within
applicable Governing Standards;

2. Implement system-wide QM studies consistent with the data collection schedule

developed by Contractor with JSO's input and approved by the HSCM and JSO command staff;

3. Conduct ongoing studies which monitor and evaluate the quality and appropriateness of
patient care;

4. Collect data regarding the quality and appropriateness of drug usage and resistance;

5. Review findings from any mortality review and recommend corrective action when
indicated;

6. Review data from health record reviews on completion and accuracy of entries, ensure
that entries are clinically appropriate and identify any quality management issues;

7. Review medical records to detennine appropriateness and over/under utilization of

ancillary services, contract services, specialty consultations and usage of medications;

8. Review infections within each Facility to identify and ensure proper management, to
identify and to make every effort to prevent nosocomial infections, to reduce the transmission of
communicable or contagious diseases or illnesses;

9. Review risk patterns and trends of unexpected imnate health care events, employee and
visitor incidents;

l 0. Review findings generated from specific institutional studies, make recommendations for
corrective action when indicated and conduct follow-up;

l l. Recommend continuing education programs based on the results of the institutional

Quality Improvement activities for Contractor's and JSO's staff;

l 2. Provide input and feedback to the clinical, ancillary and corrections departments;

l 3. Review all findings to the HSCM and JSO command staff via qua1terly meetings;

25
14. Prepare repmts and minutes of meetings and activities of the QM Program and maintain
the confidentiality of the same through the confidential QM channels and reporting to the HSCM;
and

15. Review and update confidentiality policies on an annual basis.

All monthly findings, including deficiencies, if any, by the Comprehensive Quality Improvement
Co111111ittee shall be shared with JSO to ensure a collaborative approach to ongoing improvement
of the Services and inmate health care.

SECTION 3.23 MEDICAL DISASTER PLAN

I. Subject to the approval of the Director, the Contractor shall maintain a written, formal
disaster plan identifying health care staff roles and health care supplies needed on hand in the
event of a disaster, including but not limited to, fire, tornado, hurricane, epidemic, riot, strike or
mass arrests. The disaster plan shall also include a critical staffing plan to address emergency staff
shortages. The disaster plan will be made available to the HSCM with sixty (60) days of the
Implementation Date and shall be updated annually. Such disaster plan shall be maintained and/or
modified by Contractor's Health Services Administrator working closely with JSO's staff and
may include:
2.
a) Communications system;
b) Recall of key staff;
c) Assignment ofhealth care staff;
d) Establishment ofcommand post;
e) Safety and security of the patient and staff areas;
f) Use of emergency equipment and supplies to include automatic external
defibrillators (AED's);
g) Establishment ofa triage area;
h) Triage procedures;
i) Medical records - identification ofinjured;
j) Use ofambulance services;
k) Transfer ofinjured to local hospitals;
I) Evacuation procedures (to be coordinated with security personnel); and
111) Practice drills annually at each Facility involving staff from each shift m
accordance with governing statutes and standards.

2. In addition, the Contractor shall maintain a program from the hnplementation Date for all of
its employees in case of an institutional emergency. Emergencies shall be handled in the following
manner:

a) All in-house measures for dealing with the emergency shall be taken;
b) The disaster plan, as discussed above, shall be put into effect within 60 days of the
Implementation Date; and

26
 c) All Facility medical disaster plans and emergency measures shall be coordinated
with the nearest local disaster agency.

SECTION 3.24 INTENTIONALLY DELETED.

SECTION 3.25 PAYMENT WITHHELD.

If the Contractor is deemed to be non-performing by JSO within thi11y (30) days prior to the
expiration or tennination of the Agreement, JSO will withhold the last month's payment from
Contractor in lieu of a perfmmance bond to assure Contractor's obligations arising from this
Agreement are met.

ARTICLE IV
PERSONNEL

SECTION 4.01 STAFFING

Contractor shall provide sufficient onsi te medical, mental health, dental, healthcare
professionals, technical, support and clerical personnel necessary for the rendering of health
care services under this Agreement. Contractor shall submit its credentialing criteria, and job
descriptions to the HSCM. Contractor shall ensure that its minimum staffing levels are consistent
with the staffing patterns for each Facility as set forth in Exhibit C. Contractor shall ensure that
all employees and contracted persons comply with all state, federal and local laws and
ordinances, Governing Standards, policies, procedures and rules of the JSO, court orders,
applicable nursing protocols, and Facility standard operating procedures, etc. In addition,
Contractor will ensure that its medical, professional and para-professional staff receive all
necessaiy and requisite statutorily mandated in-services, annual or proficiency training, and such
other such professional or para-professional education and training programs needed to ensure
current proficiency in the professional or para-professional's particular medical discipline or
specialty. A critical staffing plan shall be provided by Contractor to address emergency staff
shortages as part of the medical disaster planning referenced in Section 3.23.

SECTION 4.02 CRIMINAL HISTORY

Contractor represents that its principal owners, partners, corporate officers, agents,
contractors, subcontractors, and employees (collectively, "staff" for purposes of this
Section 4.02), do not have any pending criminal charges or felony convictions. Contractor has
disclosed all such convictions or pending criminal charges to the JSO and further agrees to
prompt I y disclose any future convictions or pending criminal charges.

JSO shall finge1print and conduct a security background check on each of Contractor's staff
that have not previously been cleared by JS O in a security background check. Security
background checks shall also be eve1y two years, or more frequently if requested by the HSCM,
for all of Contractor's staff working in the Facilities, regardless ofwhetherapreviousbackground

27
 check was completed.

JSO reserves the right to approve or reject, for any reason, Contractor's staff assigned to this
project at any time. Upon successful completion of a security background check, JSO shall issue
identification badges to Contractor's staff.

SECTION 4.03 LICENSURE, CERTIFICATION AND REGISTRATION

All professionals provided or made available by Contractor to render services hereunder will
be licensed, certified or registered, as appropriate, in their respective areas of expertise pursuant to
applicable Florida law. Contractor shall ensure that its clinical staff has prior health care
experience, and documentation of such prior experience shall be contained in Contractor's
personnel files. Contractor shall maintain personnel files on site for all employees, independent
contractors, and any other individual or entity providing services under this Agreement. The
personnel files shall include, but not be limited to, copies of current Florida licensure, proof
of professional ce1iification, and position responsibilities. The personnel files shall contain
documentation that staff with inmate contact have received annual security training which may
be included in the annual sixteen (I 6) hours of in-service training. Upon written request, the
Director, the HSCM or JSO's designees shall have access to the personnel files for any
appropriate purpose and shall not disclose Contractor employee information to anyone without an
appropriate need to know the info1mation so as to protect employees from potential
harm/retaliation by Inmates. Contractor shall not use any nurses who are in the impaired nursing
program, Intervention Project for Nurses program, or any similar or comparable program to
perfonn any Services under this Agreement.

SECTION 4.04 ORIENTATION

Contractor shall ensure a copy of the applicable written job description and post orders are
provided to each of its employees, subcontractors, and independent contractors. Contractor shall
ensure that all new health care personnel are provided with an orientation and appropriate
training regarding medical practices at their assigned Facility. This training must be documented
in all employee files. Each new employee, including any new Medical Director, shall receive
fmiy (40) hours of in-service training (including on the job training) within the first ninety (90)
days of employment. Each person perfmming services under this Agreement shall be required
to visit one or more of the Facilities prior to beginning work at any of the Facilities. The
orientation shall not apply to health care personnel hired by Contractor who were working in
the Facilities prior to the date Contractor begins providing services under this Agreement.

SECTION 4.05 PERFORMANCE EVALUATIONS AND INVESTIGATIONS

Contractor shall monitor the perfonnance of each employee, subcontractor, and independent
contractor to ensure appropriate job perfmmance in accordance with the Agreement and the
applicable job description. Contractor shall perform annual perfonnance evaluations, and as

28
requested by the Director or the HSCM, of a 11 em p 1o ye es o f Contractor, its
subcontractors and independent contractors. Contractor, its employees, subcontractors and
independent contractors shall cooperate with JSO and paiiicipate in hearings and
investigations as requested by the Director or the HSCM, inc 1u ding, but not 1i mite d
to, em p 1o ye e disciplinaiy or administrative hearings and investigations and in any criminal
investigation relating to an Inmate's death, and in any investigation.

SECTION 4.06 USE OF INMATES IN PROVISION OF HEAL TH CARE

SERVICES

Inmates will not be utilized by Contractor in the direct rendering of any health care services.
Inmates may be used in positions not involving the rendering of health care services directly
to Inmates, upon the mutual written agreement of Contractor and JSO.

SECTION 4.07 SUBCONTRACTING AND DELEGATION

In order to discharge its obligations hereunder, Contractor may enter into subcontracts with
ce11ain health care professionals with JSO's prior written consent. Contractor shall be
responsible for the quality of care provided by its subcontractors and independent contractors, and
Contractor shall require its subcontractors and independent contractors to comply with the
requirements of this Agreement. Contractor shall obtain copies of documentation evidencing
licensure and accreditation, if applicable, from all health care providers utilized by Contractor.
Contractor shall maintain files on all subcontractors containing proof of current licensure and
competence, evaluations, and position responsibilities. Contractor will coordinate care with UF
Health Jacksonville, physicians and other providers of care for pmposes of providing the services
set forth under this Agreement. Copies of such agreements shall be provided to the HSCM.
Nothing in this Section shall be deemed or construed to modify or waive Contractor's obligation
to indemnify JSO.

Contractor shall be fully responsible for all acts and omissions of its subcontractors and of persons
directly or indirectly employed by its subcontractors to the same extent that Contractor is
responsible for the acts and omissions of persons directly employed by it. Nothing in this
Agreement shall create any contractual relationship between any subcontractor and JSO or any
obligation on the part of JSO to pay or to see the payment of any monies due any subcontractor.

The provisions of this Agreement will apply to any subcontractor and its officers, agents and
employees performing services pursuant to this Agreement as if it and they were employees of
Contractor; and Contractor will not be in any manner thereby discharged from its obligations
and liabilities hereunder, but will be liable hereunder for all acts and omissions of any
subcontractor, its officers, agents, and employees, as if they were employees of Contractor.

Contractor will obligate its subcontractors to the same te1ms and conditions as set f011h herein.
Prior to providing services under this Agreement, subcontractors must provide JSO with a
Certificate of Insurance meeting the te1ms and conditions set f011h in Article XII and in Exhibit

29
,!:.

SECTION 4.08 REMOVAL OF STAFF, SUBCONTRACTORS OR INDEPENDENT

CONTRACTORS

JSO may by written notice to Contractor prohibit any of Contractor's staff and subcontractors
from performing services at any of the Facilities. Contractor shall have sixty (60) days to fill an
employee vacancy created by such prohibition without penalty/withhold of any kind.

SECTION 4.09 NO RETALIATORY ACTION

Contractor shall not take any retaliatory action against any of its employees or subcontractors
because an employee or subcontractor has made a good faith effort to comply or to ensure
compliance with the provisions of this Agreement.

SECTION 4.10 BADGES AND/OR VISITOR PASSES

Contractor shall ensure the return of identification badges, visitor passes and/or keys, if issued,
on the last date worked if at all possible. and in any event no later than five (5) days of the date
of an employee's, subcontractor's, independent contractor's or per diem employee's resignation,
removal, tennination, or re-assignment.

SECTION 4.11 NO RESTRICTIVE COVENANTS

JSO shall not be held financially responsible for the employment or contracting with any of
Contractor's employees or independent contractors at the conclusion of this Agreement.

SECTION 4.12 NO LIMITATIONS ON CARE

Contractor shall not enter into agreements with any person or entity which provide incentives,
payments or monetary awards for limiting the level of care or the availability of care to Inmates.

ARTICLEV
MEDICAL RECORDS

SECTION 5.01 MEDICAL RECORDS

Contractor shall maintain a medical record for each Inmate who has received health care
services. The medical record shall be maintained pursuant to applicable law and Governing
Standards and will be kept separate from the Inmate's confinement record. Upon an Inmate's
transfer to a new facility within JSO's Facilities, the Inmate's medical record shall be available
at the new facility. If an inmate is transfeti-ed outside JSO's Facilities for medical care, a
complete copy of the medical record shall be made available to the treating facility. Contractor

30
shall prepare a transfer sheet and summary to accompany an Inmate transferred to an outside
Facility or to another location for off-site services. To the extent Contractor is required to produce
any medical record to any third-party or to an Inmate upon release, said production may be
completed via secure HIPAA compliant electronic means (i.e., through Contractor's cloud based
medical record system). To the extent any request cannot be completed via electronic means, the
costs associated with said production by Contractor may be billed back to City at $.IO per each
page produced and shall be submitted to City for reimbursement of same. Medical records shall
be kept confidential, and Contractor shall follow JSO's policy with regard to access by Inmates
and Facility staff to medical records, subject to applicable law regarding confidentiality of such
records. JS O, the HSCM, and their designees, shall have access to all medical records in
all fonns, including written and electronic records, during the tenn of this Agreement. Contractor
shall not release infonnation contained within an Inmate's medical record, except as provided
by the Contractor's policy, by comt order, or othe1wise in accordance with applicable law.

All medical records shall thereupon become and remain prope1ty of JSO before, during and after
the expiration of this Agreement. However, Contractor shall have reasonable access to such
records (now and after this Agreement ends, provided the confidentiality and indemnity
provisions continue to apply after the Agreement ends) when necessa1y to enable it to properly
prepare for litigation anticipated litigation or a claim brought or threatened by third persons in
connection with services rendered during the te1m hereof.

Contractor is aware of the requirements of the Health Insurance Portability and

Accountability Act of 1996 ("HIP AA"). Contractor affirms that it is in compliance with
HIP AA, and shall maintain such compliance during the term of this Agreement. Where
required by law, Contractor shall execute necessaiy Business Associate Agreements with
any of its third party providers.

SECTION 5.02 ELECTRONIC MEDICAL RECORDS

Contractor sh a 11 maintain medical records as required under Section 5.01 using its proprietaiy
electronic health record software system, TechCare (or Contractor's like-kind, updated software
system which may be refe1Ted to by a separate name) for inmate medical record keeping usage in
the facilities. At the termination or expiration of this Agreement, Contractor shall remove
TechCare (or Contractor's like-kind, updated software system which may be referred to by a
separate name) with the JSO maintaining no ownership rights to the software or data included
within, with the exception of medical records pe1taining to Inmates. Contractor shall provide all
inmate medical record data in a fo1mat agreeable to JSO. JSO shall provide and maintain at its
cost the network and Contractor will maintain medical records as required under Section 5.0 I.
JSO shall provide and maintain at its cost a server, network infrastructure and security, and such
other hardware (e.g., desktops, switches, scanners and laptops) as may be reasonably necessa1y in
order for Contractor to use the EMR System at the Facilities. Contractor shall be responsible for
all other costs relating to the EMR System, including, but not limited to, all software license fees
and maintenance and support fees, installation and testing of EMR software, as well as any

31
software interfaces that may be required to interface with JSO's existing jail management system
and/or commissary system. Contractor shall be responsible for ensuring that the EMR System
complies with prevailing industty standards with respect to data security and disaster recovery,
including but not limited to the Governing Standards. Notwithstanding the foregoing, if an
employee of Contractor intentionally or negligently causes damage to any hardware supplied by
JSO, Contractor shall reimburse JSO for the cost of any repairs or replacement which may be
necessaiy as a result of such damage.

Contractor shall, and shall cause its employees to, comply fully with the requirements most recent
version of the Criminal Justice Infmmation Services (CJIS) Security Policy of the U.S. Depaitment
of Justice, Federal Bureau of Investigations, Criminal Justice Information Services Division (the
"Security Policy"), including, but not limited to, executing the certifications required by the
Security Addendum to the Policy. Contractor shall maintain a security program consistent with
all federal and state laws, regulations, and standards (including the Security Policy and all
subsequent versions), as well as with policies and standards established by the Criminal Justice
Infonnation Services (CJIS) Advismy Policy Board (APB).

SECTION 5.03 CONTENT OF RECORD

Contractor shall ensure that each medical encounter utilizes the Problem Oriented Medical
Record (POMR) in the Subjective, Objective, Assessment Plan Education ("SOAPE") f01mat.
Each entry or note shall include the date, time, signature, and title of each person making
entries in the medical record. Contractor shall ensure that all health care staff utilize a name
stamp and/or legibly print their name and title whep making entries in the medical record.
Contractor shall ensure that the medical record is complete, accurate, well documented, timely,
and justifies the treatment rendered. The medical record shall include, but is not limited to, the
following items:

a) Intake medical screening fo1m;

b) Health assessment fmm;
c) Physician order/treatment plans;
d) Documentation of whether or not prescribed medications were administered, and
the date, time and signature of the person who administered the medications;
e) Complaints of illness or injmy;
f) Findings, diagnoses, treatments and dispositions;
g) Health service repo1ts;
h) Consent and refusal fonns;
i) Release of information forms;
j) Inmate medical request fmms;
k) Diversion program screening fmms;
I) Laboratmy, radiology and diagnostic studies; and
111) Consultation, emergency room and hospital repmts and discharge summaries.

32
SECTION 5.04 Contractor shall request prior treatment records deemed necessmy and
records from previous incarcerations. Contractor shall ensure that a medical and/or mental health
treatment plan is developed for each Inmate requiring on-going care. The written treatment plan
shall specify the particular course of therapy and the roles of medical and non-medical personnel
in canying out such therapy. It shall be individualized and based on an assessment of the
Inmate's needs, short and long tenn goals, and the methods by which the goals shall be
pursued. When clinically indicated, the treatment plan will provide Inmates with access to a
range of supportive and rehabilitative services (e.g., individual or group counseling and/or self-
help groups) that provider deems appropriate. Treatment plans will be reviewed on a regular
basis and revised as clinically indicated. The medical record shall also include documentation
of:

a) The physician or designee's notes when the Inmate returns from outside facilities,
hospital stays, or clinic visits;
b) The results of tuberculosis screening;
c) The necessa1y reviews, medical examinations, medical summaries, or
certifications for intra-system or inter-system transfers, food handling and Inmate
work clearances;
d) Medical summaries shall be prepared and sent with Inmates being transfen-ed to
facilities not operated by JSO; and
e) Documentation necessary to comply with state and federal laws, policies of the
Depaiiment, and Governing Standards.

SECTION 5.05 Contractor shall adhere to applicable informed consent laws. The
confidentiality of medical records will be assured. For patient confidentiality reasons, access
to medical records shall be governed by Contractor. Data necessmy for the classification, security
and control of Inmates will be provided to the Department's appropriate personnel. Medical
records will be made available to JSO's personnel when required to defend any cause of action
by any Inmate against JSO, or any of its employees or agents, and as otherwise required by this
Agreement.

SECTION 5.06 Inactive medical records will be maintained in accordance with records
retention schedules of the State of Florida as well as Governing Standards.

SECTION 5.07 If an Inmate's medical record cannot be found and is not located within
eight (8) hours of the discovered loss, Contractor shall notify the HSCM immediately via
e-mail, and a new replacement record shall be generated within twenty-four (24) hours. Any
clearance information that cannot be verified shall be repeated. If a missing record is located
after a duplicate file has been created, the two records shall be joined to f01m one record.

SECTION 5.08 Contractor shall provide name stamps for all employees s1gnmg
hardcopy medical records to assure the identification ofrecord signatures.

33
 ARTICLE VI
TERM AND TERMINATION

SECTION 6.01 AGREEMENT TERM

The initial te1111ofthisAgreement shall commence on the Implementation Date

and continue through August 31, 2026, unless otherwise terminated as
provided herein. Contractor shall begin providing the Services on the
Imp 1emen ta tion Date. JS O and Contractor may renew this Agreement by mutual agreement
for two (2) additional successive one (I) year periods based on the renewal year compensation
rates set forth in Article Vil, or as othe1wise negotiated by the Parties, with all other terms and
conditions remaining the same during the renewal years. The Pa11ies will reach agreement on any
renewal option years at least ninety (90) days in advance of the expiration of the cmTent te1111 or
renewal term as applicable.

SECTION 6.02 TERMINATION

This Agreement may be terminated upon the following events:

1. Termination bv Mutual Agreement. In the event the parties mutually agree in writing,
this Agreement may be te1111inated on the te1111s and dates stipulated therein.

2. Termination Without Cause. Either party shall have the right to tenninate this
Agreement without cause by providing the other party with one hundred eighty (180) calendar
days written notice via certified mail, return receipt requested, overnight courier with proof of
delivery, or via hand delivery with proof of delive1y.

3. Termination for Cause.

a) If any regulatory or accrediting organization finds a material deficiency (e.g.,

breach of mandatory medical standards) and Contractor fails to rectify the
deficiency or implement the corrective action plan within thiI1y (30) days from
the date of the receipt of notice of the deficiency, then JSO, in his sole discretion,
may te1111inate this Agreement.

b) In the event of a material breach, either pa11y may provide the other party with
written notice of the material breach. The other party shall have thiity (30) days
from the date of its receipt of such notification to cure such material breach. If
the material breach is not cured within that time period, the non-breaching party
may tern1inate this immediately. Material breaches shall include but are not
limited to, violations of Governing Standards, state or federal laws, JSO's policies
and procedures, or the terms and conditions of this Agreement.

4. Termination for Lack of Funds. This Agreement is subject to the annual appropriation

34
of funds by the City Council of the City of Jacksonville and may be canceled or tenninated
pursuant to A1ticle XIV herein.

5. Immediate Termination bv JSO. JSO, in its so 1e discretion, may tem1inate this

Agreement immediately upon the occun-ence of any of the following events:

a) Contractor's violation ofthe Public Records Act;

b) The insolvency, bankruptcy orreceivership of Contractor;
c) Contractor's violation or non-compliance with A11icle VIII of this Contract;
d) Contractor fails to maintain the insurance in accordance with this Agreement; or
e) Contractor violates any federal, state or local law, rnle, regulation or code.

JSO shall pay Contractor for services rendered up to the time ofte1mination.

SECTION 6.03 CEASE WORK ORDERS

Upon tennination of this Agreement for any reason, including expiration, Contractor shall place
no fu1ther orders or enter into subcontracts for materials or services unless it is necessaiy for the
delive1y of medical services. Copies of any orders or subcontracts shall be given to the HSCM.
Contractor shall satisfy all of its debts and obligations incmTed at all of the Facilities arising
during the tem1 of this Agreement. Contractor shall allow its non-physician personnel and
independent contractors to interview with the successor health care services provider for positions
with the successor provider.

SECTION 6.04 DUTY TO ARRANGE FOR SERVICES

Neither the expected termination nor the expiration of this Agreement shall relieve Contractor,
its employees and independent contractors from their contractual duty and ethical obligation to
provide or arrange for services under this Agreement during the period that this Agreement is in
force.

SECTION 6.05 SURVIVAL OF INDEMNIFICATION

Notwithstanding any other provision of this Agreement, Contractor's duty to insure, indemnify
and defend JSO as set fmth in this Agreement shall survive the tennination or expiration of this
Agreement.
ARTICLE VII
COMPENSATION

SECTION 7.01 BASE COMPENSATION

Except as specifically provided othe1wise in th.is Agreement, Contractor shall be responsible for
costs related to Inmate Health Care Services at each Facility, including, but not limited to:

35
 all compensation related to Contractor's staff, pharmaceutical/medical supplies in accordance with
the Phamrncy Cap; office equipment (including but not limited to computers, printers,
photocopiers, and fax machines) and supplies to include forms, books; personnel; required on-
site emergent and non-emergent services (dental, and refe1rnls for specialized services not provided
on-site at the Facilities, including, but not limited to laboratory and radiology (subject to Sections
3.06 and 3.07)); sufficient copying equipment to support this Agreement; reimbursement for all
long distance telephone charges incurred using JSO's telephone extension; and medical
biohazardous waste disposal. Unless provided otherwise herein, Contractor's financial
responsibilities are as set f011h below.

In consideration of Contractor providing the Services contemplated by this Agreement, JSO

shall pay Contractor the base annual compensation as set fo11h below. The base annual
compensation will be adjusted in the event the average daily number of inmates for any month
is outside the range of 3,100 to and including 3,800 Inmates. (hereinafter referred to as the
"Base Range of Inmates"). If the average daily number of inmates for any month exceeds the
Base Range of Inmates, JSO shall pay Contractor a per diem, per lmnate rate for the number of
Inmates that exceed the Base Range oflnmates on the subsequent month's invoice, If the average
daily number of Inmates for any month is less than the Base Range of 3100 Inmates, JSO shall
receive a credit on the subsequent month's invoice,

Any per diem payment will be equal to the difference between the Base Range of Inmates and
the average daily number of Inmates for the particular month multiplied by the per diem, per
Inmate rate multiplied by the number of calendar days in the month.

The compensation for each contract year also includes a Pharmacy Expenses contingency
amount to be used by JSO to fund Pharmacy Expenses (as defined in 7.10 herein) that exceed
the Phannacy Cap (as defined Section 7.10 herein) during each contract year. If the Pharmacy
Cap and the Pharmacy Expenses Contingency per contract year be exceeded, JSO will
reimburse Contract for all costs in excess of the Pharmacy Cap and Pharmacy Expenses
Contingency for the contract year.

The annual compensation, the per diem rate, and the Pharmacy Expenses contingency for Years
One through Five of this Agreement are set forth below:

The annual compensation, monthly compensation rate, the per diem rate, and the Phannacy
Expenses Contingency for Years One through Five of this Agreement are set f011h below:

I. Year One (September I, 2023-August 31, 2024):

Base Annual Compensation: $20,039,939.40

Monthly Compensation: $1,669,994.95
Per Diem Rate: $2.03
Pharmacy Expenses Contingency: $1,000,000.00

36
2. Year Two (September 1, 2024 - August 31, 2025):

Base Annual Compensation: $ 2 1 , 041 , 9 3 6. 4 0

Monthly Compensation: $1,753,494.70
Per Diem Rate: Year One Per Diem Rate, plus 4.5% or the CPI-Medical, whichever is
lower.
Pharmacy Expenses Contingency: $1,000,000.00

3. Year Three (September 1, 2025 - August 31, 2026):

Base Annual Compensation: $22,094,032.80

Monthly Compensation: $1,841,169.40
Per Diem Rate: Year Two Per Diem Rate, plus 4.5% or the CPI-Medical, whichever is
lower.
Phannacy Expenses Contingency: $1,000,000.00

4. Optional Renewal Year One (September 1, 2026 - August 31, 2027):

Base Annual Compensation: $23,198,734.80

Monthly Compensation: $1,933,227.90
Per Diem Rate: Year Three Per Diem Rate, plus 4.5% or the CPI-Medical, whichever is
lower.
Pharmacy Expenses Contingency: $1,000,000.00

5. Optional Renewal Year Two (September 1, 2027 - August 31, 2028):

Base Annual Compensation: $24,358,671.60

Monthly Compensation: $2,029,889.30
Per Diem Rate: Year Four Per Diem Rate, plus 4.5% or the CPI-Medical, whichever is
lower.
Pharmacy Expenses Contingency: $1,000,000.00

For the purpose of detennining per diem reimbursement, the number of Inmates shall be
calculated by adding daily counts and dividing the result by the number of days in that month.
Daily counts shall be dete1mined as provided in Section 7.02 below.

The percentage change in the CPI-Medical shall be calculated by comparing the percentage annual
change in the CPI-Medical for the month of June immediately preceding October 1 of any year
compared to the CPI-Medical for the month of June in the previous year. CPI-Medical shall mean
and refer to that table published by the United States Department of Labor, Bureau of Labor
Statistics, now known as the CPI-All Urban Consumers (Cun-ent Series) for Medical care in U.S.
city average, all urban consumers, not seasonally adjusted (Base Period 1982-84= 100). If such
Index shall be discontinued, then the successor Consumer Price Index of the United States Bureau

37
of Labor Statistics, or successor agency thereto, shall be used.

SECTION 7.02 MONTHLY COMPENSATION

The monthly compensation shall be billed in one installment and in arrears. By the stmi of each
month, Contractor shall submit the monthly invoice for Services to be provided for the coming
month, via mail or e-mail, to JSO based on the monthly compensation rate provided in Section 7.01.
JSO shall have 45 days from the first day of the month, or the date of receipt of Contractor's
invoice, whichever is later, to pay Contractor. Any appropriate invoice adjustments for that month
(e.g., a per diem credit) shall be invoiced on the subsequent month's invoice.

If applicable, the subsequent month's invoice shall be adjusted by a sum equal to the number
of Inmates greater than 3,800 or less than 3 , 100, multiplied by the per diem, multiplied by
the number of days in the month. In the event the Inmate count is greater or less than the base
range, the total calculated monthly per diem will be added/deducted from the monthly
compensation.

Detailed additions will be made for suicide observations. All adjustments, staffing
reconciliations, and liquidated damages will appear on the subsequent month's monthly invoice.
JSO will render payment to Contractor fo1iy-five (45) days after JSO's receipt of an acceptable,
accurate and complete monthly invoice.

Contractor will utilize the additional per diem compensation for the temporary need for
additional medical supplies and increased staffing levels required to care for a larger Inmate
population. Sustained population increases or decreases above or below the Base Range of
Inmates may require a reasonable adjustment to staffing and associated compensation, and JSO
and Contractor agree to review and make equitable adjustments as appropriate. JSO's payment
of any invoice shall not preclude JSO from making a subsequent detennination within six (6)
months of payment of the invoice that it is seeking an adjustment or liquidated damages
from Contractor.

For pmposes of this Agreement, the Imnate count shall be taken at 1700 hours and shall include
persons with the status of pre-arraignment detainee, post-a1Taigmnent detainee, and persons
sentenced to and/or incarcerated at the Facilities. The Inmate count shall not include those
individuals in home detention or those individuals under the supervision of the Pre-Trial Services
Unit or the Reentry Center. JSO will submit a daily count reconciliation sheet to Contractor's
designee daily in accordance with a procedure system established and acceptable to JSO prior to
the date Contractor begins providing the Services.

SECTION 7.03 INTENTIONALLY DELETED.

SECTION 7.04 ADDITIONAL COMPENSATION

Contractor shall provide PPD testing to the Department's employees by invoicing JSO on a

38
monthly basis within fifteen ( 15) days following the conclusion of the calendar month in which
services were perfonned. Contractor's detailed invoices shall list the number PPD testing
provided, and these will be billed to JSO at Contractor's ·actual cost. Each vaccine will be billed
after the individual shot is administered. JSO may opt to procure the hepatitis B vaccine and
PPD tests and associated supplies, and Contractor will administer them atno charge.

SECTION 7.05 LIQUIDATED DAMAGES FOR CERTAIN EVENTS

The pmiies recognize and agree that certain events may cause JSO to suffer losses or damages
that are by their nature unce11ain and difficult to prove. Accordingly, the parties agree that, as
provided in this Agreement, ce11ain breaches of the Agreement will cause the Contractor to pay
liquidated, stated or stipulated damages without any proof of the actual damage resulting from
the breach. In no event shall these liquidated, stated, or stipulated damages be construed or deemed
to constitute penalties. The pmiies agree that liquidated damages may be assessed after the first
90 days from the date Contractor begins providing the Services. JSO will not impose any
liquidated damages on Contractor during the first 90 days of the Agreement.

The parties agree that liquidated damages provided for in this Agreement will be calculated
monthly and subtracted from the total monthly compensation due for a subsequent month. A failure
to deduct liquidated damages from the invoice for the applicable month shall not preclude JSO
from later recovering the liquidated damages from Contractor if JSO makes a demand for such
damages within six (6) months from the date of payment of the invoice for the month in which
JSO could first have deducted such liquidated damages.

I. Staffing Level Adiustments.

a. After the first 90 days from the date Contractor begins

providing the Services, Contractor shall maintain no less than 95% of total
contracted FTE 's calculated on a paid basis (95% is not by position, as this allows
flexibility to adjust staffing to meet the needs of a fluid system). However,
Contractor understands that certain positions must be staffed daily to complete
vital tasks to include LPN medication administration, RN Intake, LPN Intake,
RN sick call, RN charge nurse, and LPN Seg rounds (as outlined in Exhibit C).
In the event a current staff member is utilized to fill the scheduled hours of
another staff member, Contractor may utilize a like-kind or higher level staff
member to fulfill the vacant staff position and this provision shall allow for
Contractor to modify the required staffing requirement hours by substituting up
to 1.00 FTE of required Medical Doctor/Physician/Psychiatrist time with up to
2.00 FTE additional NP/PA or Psych NP/PA time. Two hours of total services
rendered by the NP/PA or Psych NP/PA shall be considered equivalent to one
hour of service rendered by a Medical Doctor/Physician/Psychiatrist. Should
Contractor fail to maintain the required daily staffing or above 95%. Contractor
shall reimburse JSO at an amount equal to the number of total unfilled hours for
all positions under this Agreement for the applicable month(s) that are below the
95% threshold multiplied by the average wage multiplied by 1.2. Any such
amounts owed to JSO pursuant to this subsection may be offset against the

39
 Contractor's monthly invoices.

b. .ISO shall be provided detailed staffing rosters for each facility on a daily
and monthly basis. A monthly review of appropriate staffing levels will be
performed by both parties. Those levels found to be under the 95% paid hours
average per month requirement may be penalized based on the deficient staff
positions. If a staffing sho11age is found in any month, Contractor shall develop
a corrective action plan submitted to ensure that the staffing sho11ages do not
become systemic. Overstaffing in a previous or succeeding month will not be
used to offset understaffing in any other month.

2. Performance Level Adiustments. Deficiencies in performance based on Contractor's

failure to maintain the expected program level may result in liquidated damages as
follows:

a. Perfmmance level adjustments, based on objective criteria to be mutually

agreed upon by .ISO and Contractor, may be made for unsatisfact01y service based on
a flat fee per day provided .ISO has given the Contractor ten (I 0) days written notice
that the level of services being provided by Contractor is unsatisfact01y as provided in
this Agreement, and has provided, in writing, specific details describing the
deficiencies. In the event Contractor has not corrected such deficiencies or developed
and/or implemented a mutually acceptable co!1'ective action plan within the ten (I 0)
day period, .ISO shall be entitled to liquidated damages in the amount of $1,000 per
day commencing with the date of JSO's notice to Contractor unless due to a Force
Majeure Event specified in Section 18.15 of this Agreement.

b. Quality Improvement Liquidated Damages. Liquidated damages may be

assessed for each of the following areas required by Governing Standards:

i. Each year the Quality Improvement Committee shall dete1mine one process
study and one outcome study to be conducted by Contractor at time frames
and with deliverables established by the Quality Improvement Committee. If
Contractor fails to timely submit, based upon mutually preapproved timetables,
the deliverables for either study to the HSCM, Contractor shall pay .ISO
liquidated damages of $1,000 for each study each month that is late unless due to a
Force Majeure Event specified in Section 18.15 of this Agreement.

ii. Contractor shall require an outside independent consultant to perfonn

peer review on all providers during each year of this Agreement. In the
event Contractor fails to a1rnnge for the annual peer review, Contractor shall pay
JSO liquidated damages of$4,000 for the annual peer review unless due to a Force
Majeure Event specified in Section 18.15 of this Agreement.

iii. Contractor shall conduct a mmiality review on any Inmate's death within

40
 thi,ty (30) days of the Inmate's death. Such review shall include a review of the
Medical Examiner's findings. If the mortality review is not conducted timely,
Contractor shall pay JSO liquidated damages of $ I ,000 per case unless due to
a Force Majeure Event specified in Section 18.15 of this Agreement. Nothing in
this section shall be deemed or construed to impose liquidated damages in the
event the Medical Examiner's findings are not available and the mortality
review is completed without those findings.

c. Failure of Contractor to comply with the perfonnance requirements in this

Agreement may cause liquidated damages to be assessed against Contractor and
deducted from the next monthly payment unless due to a Force Majeure Event specified
in Section 18 .15 of this Agreement:

1. If the monthly statistical andnamrtiverepo1t (as set forth in Article lll, Section
3.02, 3(a)-(p)) is not submitted to the HSCM by the I 0th of the following
month, then Contractor may be required, in the reasonable discretion of
JSO, to pay liquidated damages of$1,000 per month the rep01t is late.

11. In the event that a quarterly audit conducted by the HSCM of a sample of
medical records (five percent (5%) of a facility's inmate population) for a
particular month dete1111ines that more than five per cent (5%) of the records
contain telephone and/or verbal orders by a physician that were not
countersigned within seventy-two (72) hours by the physician, Contractor
may be required, in the reasonable discretion of JSO, to pay liquidated
damages of $1,000 for that quarter per facility.

iii. In the Event that the Im11ate's fornteen (14) day hist01y and physical was not
performed within the fourteen (14) day period, the Contractor may be
required, in the reasonable discretion of JSO, to pay liquidated damages of
$100 for each day, for each Inmate that the H&P is late unless the hist01y and
physical was not conducted due to reasons outside the Contractor's control
such as hospitalization, or inmates absence from the Facilities (such as
documented cornt appearances or outside loans).

1v. In the event that an Inmate is identified at medical screening as symptomatic

and the Inmate is not evaluated timely, including but not limited to the
evaluation of Symptomatic Inmates under Section 3 .10, then Contractor may
be required, in the reasonable discretion of .TSO, to pay a $100 penalty per
Inmate.

v. In the event that Contractor does not pass the State of Florida ammal
phannacy audit, Contractor shall immediately remedy the violation and
may be required, in the reasonable discretion of JSO, to pay liquidated

41
 damages in the amount of $2,000. Upon Contractor remedying the
violation, Contractor shall timely notify the HSCM that the violation has
been remedied. Contractor shall pay $ I 00 in liquidated damages per day
that the pharmacist's quarterly inspection results are late (within 10 days of
inspection) and $100 per day the COITection action plan is late if deficiencies
are found.

v1. In the event that intake medical screening is not initiated within 5 hours of
the inmate being made available to the contractor in medical screening, the
contractor may be required to pay liquidated damages of $100 for each late
medical screening. Upon documentation that the cause for the delay (Note:
Contractor may request inf01mation from JSO to support the cause of delay),
Contractor is relieved from incmTing liquidated damages for those specific
inmates if the cause(s) of delay is .JSO's responsibility (including a large
influx of bookings) or due to a Force Majeure Event.

v11. Failure to maintain applicable accreditation standards due to the failure of the
Contractor to comply with Governing Standards shall result in the following
liquidated damages:

I) $25,000 for failure to obtain or retain accreditation;

2) $20,000 for each occurrence of placement on probation with
accreditation;
3) $ I ,000 for each day an NCCHC accreditation-related c01Tective action
report is late;
4) $50,000 for each revocation or cancellation of accreditation;
5) $1,000 for each occurrence in which the Facility is found by FMJS to have
deficiencies in the medical or health services section;
6) $5,000 for each occmTence in which the FMJS has required a c01Tective
action plan and the Contractor fails to timely prepare, submit, and/or
correct the deficiencies; and
7) Contractor will be responsible for any fines levied by an accrediting body
due to their Jack of or unsatisfactory perf01mance.

As used herein the term "Contractor" refers only to NaphCare, Inc. ("NaphCare"). The
above penalties shall only be applied to NaphCare due to any issues with accreditation
related to NaphCare's performance. NaphCare shall bear no risk and will be assigned no
penalties related to performance of any prior vendor or vendors.

v111. Contractor will be fined $500 for each instance that medications were not
administered in any housing area consistent with the provider's orders,
unless JSO is responsible, or due to a Force Majeure Event. When

42
 Contractor experiences barriers to medication pass, Contractor shall
promptly contact the Facility assistant chief.

,x. In the event Contractor does not submit credentialing spreadsheets

showing all licensure and CPR status by the 10th of the month following
the previous review, Contractor may be required, in the reasonable
discretion of JSO, to pay JSO liquidated damages of $1,000.

3. In the event that liquidated damages are assessed against Contractor, such liquidated
damages will be paid in the form of a credit on Contractor's monthly invoice for the month
immediately following the month in which the liquidated damages were assessed. If Contractor
contests the damages, the parties shall promptly meet to resolve the dispute. If a resolution is not
reached, the pa1ties shall promptly mediate the matter before a mutually agreed upon mediator.
If resolution remains unreached, either party may submit the issue to litigation.

4. Contractor shall have 30 days from notice ofliquidated damages, to contest such penalties
in writing. If Contractor deems that the liquidated damages were caused from sources other than
those under their own control then Contractor will not be responsible for the assessed penalties'.
Contractor may from time-to-time request inf01mation and data from the Sheriff to validate its
assertions.

5. Contractor shall not be liable for liquidated damages when Contractor's failure arises as a
result of any reason beyond its control, including but not limited to physical plant limitations,
security limitations, labor disputes, inmate disturbances, acts of God, or any other similar causes
beyond the reasonable control of either Party.

SECTION 7.06 INSURANCE LAPSE

If any of the insurance policies required under Article XII and in Exhibit F below lapse during
the tem1 of this Agreement without another policy replacing it without any lapse in coverage or
any extension or renewal of the same, Contractor shall not receive payment from JSO until such
time that JSO has received satisfactory evidence of reinstatement effective as of the lapse date
for the types and coverages specified in Article XII and in Exhibit F. If the required insurance
lapses, then .TSO, in its sole discretion, may tenninate the Agreement immediately and no finther
payments shall be due to Contractor. JSO shall pay Contractor for services rendered prior to the
date oftennination.

SECTION 7.07 "OFF THE STREET INJURIES"

"Off the street injuries" shall mean those injuries .incmTed or occasioned by an individual prior to
the individual being committed to the custody of the Department which, in the opinion of
Contractor, constitute serious injuries requiring hospitalization. Payment for medical care for
"off the street injuries" shall be in compliance with Florida Statutes section 901.35. Contractor
will not be responsible for major injuries to individuals caused by another municipality or

43
county during or at the time of arrest requmng hospitalization of the individual prior to
acceptance into the jail. However, Contractor sha11 be responsible for the care and treatment of
the individual suffering from an "off the street injury" after the individual has been official1y
booked and processed by JSO and received into Facilities. In any event, Contractor shall have no
financial responsibility for Inmate offsite cost unless provided at a Facility other than UF Health
Jacksonville or UF Health Gainesvi11e without the prior written consent of .ISO, unless emergent
circumstances require treatment at another facility in accordance with the Governing Standards.
In any such event, Contractor sha11 immediately notify JSO and shall cooperate with JSO to
transfer the Inmate to UF Health Jacksonville or UF Health Gainesville as soon as appropriate in
accordance with the Governing Standards.

SECTION 7.08 INMATES OUTSIDE THE FACILITIES

I. Contractor's Health Care Services are intended only for those Inmates who are
committed to the custody of JSO, including but not limited to, Inmates in receiving facilities and
ontside hospitals, Inmates attending comt hearings, inmate workers and work unit Irnnates, and
inmates who sleep in a Facility at night. Such inmates will be included in the daily population
count. With respect to Inmates who are not physically in the Facilities, Contractor shal1 coordinate
the provision of medical care with UF Health to ensure consistency of care.

2. The daily population count shall exclude Inmates on any smt of tempora1y release or
furlough, Irn11ates on any in-house restriction by any type of electrical or telecommunication
device, Inmates on escape status where such an escape activity has ventured beyond the
perimeters of a JS O facility, Inmates on pass, parole or supervised custody who do not sleep
in the jail at night, Inmates on loan and in the custody of other police or penal institutions, and
Inmates excluded from the count under the tenns of this Agreement. Contractor is not
responsible to furnish or pay for health care services for such Inmates while they are outside
the Facility and excluded from the daily count. However, if the Innrnte is returned to custody,
Contractor agrees to render on-site medical services to Inmates.

SECTION 7.09 OFFSITE CARE

If the Medical Director, consistent with the Governing Standards, determines that an
Inmate requires specialized medical services or hospitalization which Contractor is
unable to provide on-site, Contractor shall refer the Inmate to a physician or other
appropriate health care provider at UF Health Jacksonville. In the rare event that UF
Health Jacksonville is unable to provide the necessary care, Contractor shall, with the
prior consent of the Director except in cases ofvaiid emergencies, refer the Inmate to UF
Health Gainesville. The Depa1tment will be responsible for transporting the Inmate to
UF Health. Contractor shall provide UF Health Jacksonville or UF Health Gainesville
with the Inmate's Medical Record and shall monitor and coordinate the Inmate's care
while at UF Health and shall assume responsibility for the care of the Inmate after the
Inmate has been released from UF Health and returned to the Facilities. Contractor shall

44
have no financial responsibility for the costs of offsite care services provided pursuant to
this section.

SECTION 7.10 PHARMACY

1. Aggregate Phmmacy Cap/Limit.

Contractor shall be responsible for the cost of all pharmacy expenses, including shipping and
handling, for Imnates provided at the Facilities ("Phannacy Expenses") up to the annual aggregate
cap/limit of $1,375, 000.00 (the ':Pharmacy Cap"). The Pharmacy Cap shall be the total annual
financial responsibility of Contractor to provide phannaceutical services. Upon Contractor
expending the Pharmacy Cap dming any Agreement year, JSO shall be responsible for all payment
due and owed on Phannaceutical Expenses exceeding the Pha1macy Cap. If the Phannacy
Expenses exceed the Phmmacy Cap, the initial $1,000,000 in excess of the Phannacy Cap will be
paid by JSO from the Phannacy Expenses Contingency provided in Section 7.01. If the total
pham1acy costs fiuther exceed $2,375,000 annually, such that the Pharmacy Expenses Contingency
is exhausted, Contractor will continue to be reimbursed by JSO for all such excess pha1macy costs.

Pharmacy Expenses shall be calculated using the actual amount Contractor pays for the medication
and related management fees (Third Pmty Phannacy, 340-B Pharmacy Provider, and shipping and
handling) without the application of any overhead expenses or other markups, and shall be reduced
by any discounts Contractor receives for such medication. Contractor shall use all reasonable
efforts to take advantage of any available discounts. Contractor shall prescribe only those
medications which are medically necessary in accordance with the Governing Standards.
Contractor shall use cost-effective medications and shall not use medications which are
inappropriate or unnecessmy.

Phmmacy cost including breakdown shall be provided by Contractor monthly to JSO for tracking
of monthly ordering by price and CAP.

2. Cost Reimbursement.

In the event that Phannacy Expenses in any contract period exceed the Pharmacy Cap during
such contract period, JSO shall reimburse Contrnctor the actual difference between the Pha1macy
Expenses for that contract period and the Phannacy Cap for that contract period. The
determination of whether a credit is due to Contractor shall be made no later than sixty (60)
days following the end of each contract period.

SECTION 7.11 MATERIAL CHANGES

If JSO takes any action, or ifthere is any change in laws, standards or regulations, that materially
impacts Contractor's obligations herein, the parties agree to meet in good faith to determine
whether an increase or decrease in compensation or staffing should be made to this Agreement

45
as a result of such action. No changes in the compensation tenns of this Agreement shall be
effective and no additional services shall be provided by Contractor until an amendment to the
Agreement is executed by the parties.

SECTION 7.12 MAXIMUM INDEBTEDNESS

As required by Section 106.431, Jacksonville Ordinance Code, the maximum indebtedness of JSO
for all products and services under this Agreement for an initial three (3) year term, unless
otherwise terminated as provided herein, shall not exceed the cumulative sum of Sixty-six Million
One Hundred Seventy-five Thousand Nine Hundred Eight AND 60/100 Dollars ($66,175,908.60);
provided, however, that JSO's maximum indebtedness for each contract year period under this
Agreement shall be as follows: (i) for Year One beginning September 1, 2023, through August
31, 2024, the maximum indebtedness hereunder shall not exceed the sum of Twenty-one Million
Thirty-nine Thousand Nine Hundred Thirty-nine and 40/100 Dollars ($21,039,939.40); (ii) for
Year Two beginning September 1, 2024, through August 31, 2025, JSO's maximum indebtedness
hereunder shall not exceed the sum of Twenty-two Million Forty-one Thousand Nine Hundred
Thirty-six and 40/100 Dollars ($22,041,936.40); and (iii) for Year Three beginning September 1,
2025, through August 31, 2026, the maximum indebtedness hereunder shall not exceed the sum of
Twenty-three Million Ninety-four Thousand Thirty-two and 80/100 DOLLARS ($23,094,032.80).
All payments to Contractor under this Agreement are contingent upon the existence of annually
lawfully appropriated funds for this Agreement.

ARTICLE VIII
NONDISCRIMINATION

The Contractor represents that it has adopted and will maintain throughout the term of this contract
a policy of nondiscrimination or harassment against any person with regard to race, color, sex
(including pregnancy), sexual orientation, gender identity or expression, religion, political
affiliation, national origin, disability, age, marital status, veteran status, or any other impermissible
factor in recruitment, hiring, compensation, training, placement, promotion, discipline, demotion,
transfers, layoff, recall, tennination, working conditions and related terms and conditions of
employment. Contractor shall take affinnative action to ensure that Inmates, applicants,
subcontractors, and employees are treated without discrimination in regard to their age, race,
creed, color, religion, sex, national origin, disability, marital status, or sexual orientation.
Contractor shall comply with all applicable sections of the Americans with Disabilities Act.
The Contractor agrees that compliance with this Article constitutes a material condition to this
Agreement, and that it is binding upon the Contractor, its successors, transferees, and assignees
for the period during which services are provided. The Contractor further assures that all will
require its subcontractors to comply with this Section. Contractor will notify JSO if Contractor
learns of any violations by any parties to this Section.

46
 ARTICLE IX
RENEGOTIATION

SECTION 9.01 In the event federal or state laws or Governing Standards change in such
a manner that the Services under this Agreement are substantially affected or in the event .ISO
substantially changes the Services under this Agreement by adding a new product line or
treatment protocol for a disease, or any material change in scope of Services requested by .ISO,
the parties shall, in good faith, discuss such changes to determine if the Agreement may need
to be modified. Either paiiy may then give the other party notice of intent to renegotiate the
Agreement. If JSO requests a material change in scope of Services under this Agreement, and
Contractor agrees to such changes in scope, then the parties agree to negotiate the price of any
increased costs due to the changes in scope and amend this Agreement as necessa1y.

SECTION 9.02 Contractor agrees to notify JSO within fifteen (15) days of the
occurrence of one of the following: (l) thitiy percent (30%) or more of Contractor's stock
is sold or assigned, or (2) Contractor enters into an agreement to sell or assign all or a part of
its operations to another person or entity.

ARTICLEX
NOTICE

All notices or other communications required or pe1111itted to be given .under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered personally in
hand, overnight delive1y with proof of delive1y, or mailed via ce11ified mail, return receipt
requested, postage prepaid on the date posted, and addressed to the appropriate paiiy at the
following address or such other address as may be given in writing to the parties:

To Contractor:

NaphCare, Inc.
2090 Columbiana Road, Suite 4000
Birmingham, AL 3 5216
Attn: Chief Executive Officer

With a copy to:

[email protected]

ToJSO:

Jacksonville Sheriffs Office

501 E. Bay Street

47
 affiliate who has been placed on the convicted vendor list maintained by the State of Florida
Depai1ment of General Services following a conviction for a public entity crime may not submit a
bid on a contract with JSO, may not be awarded or perfonn work as a contractor, supplier, or
subcontractors, under a contract with JSO, and may not conduct business with JSO for a period of
thi1iy six (36) months from the date ofbeing placed on the convicted vendor list. Violation of this
section by Contractor shall result in termination of this Agreement and may cause Contractor
debannent.

ARTICLE XVI
DRUG-FREE WORKPLACE

Contractor shall provide a drug-free workplace program in accordance with applicable laws and
in accordance with the Drug Free Workplace Ce11ification attached as Exhibit D and incorporated
herein.

ARTICLE XVII
INVOLVEMENT IN COMMUNITY BETTERMENT

SECTION 17.01 EQUAL OPPORTUNITY

JSO is committed to ensuring equal opp01tunity in, and equal access for vendors regardless of
age, race, creed, color, religion, sex, national origin, disability, marital status, or sexual
orientation.

SECTION 17.02 JSEB PROGRAM; COMMUNITY INVOLVEMENT

Contractor shall show a good faith effo11 to purchase goods, services and materials from
J S EB ( a s d e f i n e d h ere in ) owned vendor suppliers and subcontractors. Contractor is
encouraged to partner with JSO in reinvestment effo11s in the local community by displaying
community involvement and developing a community involvement reinvestment policy.

ARTICLE XVIII
GENERAL PROVISIONS

SECTION 18.01 INDEPENDENT CONTRACTOR STATUS

.TSO expressly acknowledges that Contractor is an "independent contractor", and nothing in this
Agreement is intended nor shall be construed to create an agency relationship, an
employer/employee relationship, ajoint venture relationship, or any other relationship allowing
JSO to exercise control or direction over the manner or method by which Contractor, its
subcontractors or independent contractors perform hereunder . .TSO shall neither have nor exercise
any control or direction over the methods by which the Contractor shall perfo1m its work and
functions other than as provided in this Agreement.

49
SECTION 18.02 ASSIGNMENT

This Agreement nor any of the rights, interests or obligations under this Agreement shall be
assigned, in whole or in part, by operation of law or otherwise, including a transfer of any
controlling ownership interest in Contractor, by any of the parties without the prior written consent
of the other party. Any purported assignment without such consent shall be void. Subject to the
preceding sentences, this Agreement will be binding upon, inure to the benefit oC and be
enforceable by, the parties and their respective successors and assigns. For pmposes of this
Section, "controlling ownership interest" shall mean more than 50% ownership of the stock or
financial interest in an entity.

SECTION 18.03 BROKERING

Contractor shall not broker this Agreement.

SECTION 18.04 GOVERNING LAW

This Agreement and the rights and obligations of the parties hereto shall be governed by, and
constrned according to, the laws of the State of Florida. Venue of any action, case or controversy
shall be in Duval County, Florida.

SECTION 18.05 ENTIRE CONTRACT

This Agreement constitutes the entire agreement of the parties and is intended as a complete
and exclusive statement of the promises, representations, negotiations, discussions and
agreements that have made in connection with the subject matter hereof. No modification or
amendment to this Agreement shall be binding upon the parties unless, the same is in writing
and signed by the respective parties hereto. This Agreement has been drafted by both the parties
and shall not be deemed or construed in favor of one party or the other.

SECTION 18.06 WAIVER OF BREACH

The waiver by either party of a breach or violation of any provision of this Agreement shall not
be constrned as a modification of this Agreement and shall not operate as, or be construed to be, a
waiver of any subsequent breach of the same or any other provision of this Agreement.

SECTION 18.07 SEVERABILITY

In the event any provision of this Agreement is held to be unenforceable for any reason, the
unenforceability thereof shall not affect the remainder of the Agreement which shall remain in full
force and effect and enforceable in accordance with its terms.

50
SECTION 18.08 NO THIRD PARTY BENEFICIARIES

This Agreement is for the benefit of the parties hereto, and. is not entered into for the benefit
of any other person or entity, including but not limited to Inmates. Nothing in this Agreement
shall be deemed or construed to create or confer any benefit, right or cause of action for any
third party· or entity.

SECTION 18.09 FLORIDA'S PUBLIC RECORDS ACT

Contractor acknowledges that it is familiar with the provisions of Chapter 119 of the Florida
Statutes, known as Florida's Public Records Act. Contractor acknowledges that this Agreement
and all of the records generated as a result of this Agreement constitute public records.

Contractor agrees to keep and maintain public records that ordinarily and necessarily would be
required if JSO were perfmming the services provided by Contractor pursuant to this
Agreement.

Contractor agrees to provide the public with access to public records on the same terms and
conditions that JSO would provide the records and at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

Contractor agrees to ensure that public records that are exempt or confidential and exempt from
public records disclosure are not disclosed except as authorized by law.

Contractor agree~ to meet all requirements for retaining public records, and to transfer at no
cost to JSO all public records in possession of Contractor upon termination of this Agreement
and to destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements, subject to Section 5.01 of this Agreement. Contractor
agrees that all public records stored electronically must be provided to JSO in a fmmat that is
compatible with the information technology systems of JSO.

Contractor understands and agrees that if Contractor does not comply with a public records
request, that JSO may seek liquidated damages in accordance with Article VII, subparagraph
D, and/or tenninate this Agreement in accordance with A11icle VI, subparagraph B, of this
Agreement.

SECTION 18.10 PUBLIC RECORDS

In accordance with Section 119.0701, Florida Statutes, the Contractor shall:

a) Keep and maintain public records required by JSO to perform the services; and

b) Upon request from JSO's custodian of public records, provide JSO with a copy of the
requested records or allow records to be inspected or copied within a reasonable time at a cost

51
 that does not exceed the cost provided for in Chapter I I 9, Florida Statutes, or as othe1wise
provided by law; and

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 this Contract if Contractor does not transfer the
records to JSO; and

d) Upon completion of this Contract, transfer to JSO at no cost all public records in possession
of Contractor or keep and maintain public records required by JSO to perform the service. If
Contractor transfers all public records to JSO upon completion of this Contract, Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If Contractor keeps and maintains public records upon
completion of this Contract, Contractor shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to JSO upon request from
JSO's custodian of public records in a format that is compatible with JSO's information
technology systems.

IF 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 CITY'S CUSTODIAN OF PUBLIC
RECORDS AT (904) 255-7674; [email protected]; CITY OF
JACKSONVILLE, PUBLIC RECORDS REQUEST, 214 N. HOGAN
STREET, SUITE 1180, JACKSONVILLE, FLORIDA 32202.

SECTION 18.11 AUTHORITY TO EXECUTE AGREEMENT

Each party hereto expressly represents and warrants that the person executing this Agreement
on its behalf has full power and authority to do so; and this Agreement is the legal, valid and
binding Agreement of each party.

SECTION 18.12 SOVEREIGN IMMUNITY

Nothing in this Agreement is intended nor shall it be constrned or interpreted to limit, waive
or modify JSO's immunities and limitations on liability provided for in Florida Statutes section
768.28 as now worded or as may hereafter be amended.

SECTION 18.13 PAYMENT OFTAXES

Contractor shall be fully and solely responsible for all taxes, licenses, permits, ce1tifications,
etc. need to perfmm services under this Agreement. JSO shall not be responsible for payment of

52
 any such items. Contractor ce11ifies that all state and federal tax exemptions applicable to JSO
shall be applied.

SECTION 18.14 HEADINGS; EXHIBITS

The headings of this Agreement are inse11ed for convenience only and are not to be considered
in the constrnction of the provisions of this Agreement and shall not in any way limit the scope
or modify the substance or context of any section or paragraph hereof. All exhibits attached
hereto are incorporated herein by reference.

SECTION IS.JS FORCE MAJE URE

In the event of a Force Majeure Event, the pm1ies agree as follows:

1. Contractor shall not be assessed any liquidated damages under Section 7.04 during the
above events.

2. In the event the Facilities are damaged or no longer operational from the above events, the
parties agree to meet in good faith to negotiate any staffing adjustments orreassigrunents.

The party whose performance is delayed or prevented by a Force Majeure Event shall use commercially
reasonable efforts to eliminate or modify any force majeure condition.

SECTION 18.16 CONTRACTOR'S RECORDS

JSO, the City Council Auditor, the City of Jacksonville Office of Ethics, Compliance and
Oversight, and the City of Jacksonville Office oflnspector General (collectively, the "City Parties'"
or individually, "City Party" for purposes of this Section 18.16) shall have the right to audit the
books, records, and accounts of Contractor that are related to this Agreement. Contractor shall
keep such books, records, and accounts as may be necessary in order to record complete and
correct entries related to the Agreement. All books, records, and accounts of JSO shall be kept in
written f01m, or in a f01m capable of conversion into written f01m within a reasonable time
and, upon request to do so, Contractor shall make same available for review at no cost to the City
Pmties in written form.

Contractor shall preserve and make available, at reasonable times for examination and audit by
the City Parties, all financial records, supp01ting documents, statistical records, and any other
documents pertinent to this Contract for the required retention period of the Florida Public Records
Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not
applicable, for a minimum period of three (3) years after te1mination of this Contract. If any
audit has been initiated and audit findings have not been resolved at the end of the retention
period or three (3) years, whichever is longer, the books, records, and accounts shall be retained
until resolution of the audit findings. If the Florida Public Records Act is determined by a City
Pmty to be applicable to Contractor's records, Contractor shall comply with all requirements

53
 thereof; however, no confidentiality or non-disclosure requirement of either federal or state law
shall be violated by Contractor. Any incomplete or incorrect enliy in such books, records, and
accounts shall be a basis for JSO's disallowance and recove1y of any payment upon such entry.

SECTION 18.17 LAWS, ORDINANCE, RULES AND REGULATIONS

As required by Section 126.108(b), Jacksonville Ordinance Code: In any sale or performance

hereunder, Contractor must comply with any and all applicable federal, state and local laws, rules,
regulations and ordinances, as the same exist and may be amended from time to time. Such laws,
rules, regulations and ordinances shall include, but are not limited to, Chapter 119, Florida Statutes,
(the Florida Public Records Law) and Section 286.011, Florida Statutes, (the Florida Sunshine
Law), as they apply to the Services contemplated in this Agreement. If any of the obligations of
this Agreement are to be performed by a subcontractor, Contractor must ensure that the provisions
of this Section shall be inc01porated into and become a pati of the subcontract.

SECTION 18.18 CONFLICT OF INTEREST

The parties will follow the provisions of Section 126.110, Jacksonville Ordinance Code with
respect to required disclosures by public officials who have or acquire a financial interest in a bid
or contract with City, to the extent the patiies are aware of the same.

SECTION 18.19 PROMPT PAYMENT TO SUBCONTRACTORS AND SUPPLIERS

The following is required by Chapter 126, Part 6, Jacksonville Ordinance Code; provided
however, if Contractor does not use JSEB subcontractors, as identified below, this Section 3.38
shall not apply:

(a) Generally. When Contractor receives payment from JSO for labor, services or
materials furnished by subcontractors and suppliers hired by Contractor, Contractor shall remit
payment due (less proper retainage) to those subcontractors and suppliers within fifteen (15)
calendar days after Contractor's receipt of payment from JSO. Nothing herein shall prohibit
Contractor from disputing, pursuant to the te1ms hereof, all or any portion of a payment alleged to
be due to its subcontractors and suppliers. In the event of such dispute, Contractor may dispute
the disputed portion of any such payment only after Contractor has provided notice to the JSO
and to the subcontractor or supplier whose payment is in dispute, which notice shall: (i) be in
writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the
dispute; and (iv) be delivered to JSO and said subcontractor or supplier within ten (I 0) calendar
days after Contractor's receipt of payment from JSO. Contractor shall pay all undisputed amounts
due within the time limits imposed by this Section.

(b) Jacksonville Small and Emerging Business Participation. Notwithstanding

Chapter 126, Part 6 of the Jacksonville Ordinance Code, Contractor shall pay all contracts awarded
with certified Jacksonville Small and Emerging Business ("JSEB''), as defined therein, their pro
rata share of their earned portion of the progress payments made by JSO under the Contract within

54
 seven (7) business days after Contractor's receipt of payment from JSO (less proper retainage).
The pro-rata share shall be based on all work completed, materials and equipment furnished, or
services performed by the certified JSEB at the time of payment. As a condition precedent to
progress and final payments to Contractor, Contractor shall provide to JSO, with its requisition for
payment, documentation that sufficiently demonstrates that Contractor has made proper payments
to its certified JSEB's from all prior payments Contractor has received from JSO. Contractor shall
not unreasonably withhold payments to certified JSEB's if such payments have been made to
Contractor. If Contractor withholds payment to its certified JSEB's, which payment has been
made by JSO to Contractor, Contractor shall return said payment to JSO. Contractor shall provide
notice to JSO and to the certified JSEB's whose payment is in dispute, which notice shall: (i) be
in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure
the dispute; and (iv) be delivered to JSO and said JSEB's within five (5) calendar days after
Contractor's receipt of payment from JSO. Contractor shall pay all undisputed amounts due within
the time limits imposed in this Section. The failure to pay undisputed amounts to the JSEB's or
within seven (7) business days shall be a breach of the Contract, compensable by one per-cent
(I%) of the outstanding invoice being withheld by JSO, not as a penalty, but as liquidated damages
to compensate for the additional contract administration by JSO.

(c) Third Party Liability. The Prompt Payment requirements hereunder shall in no way
create any contractual relationship or obligation between JSO and any subcontractor, supplier,
JSEB or any third party or create any JSO liability for Contractor's failure to make timely payments
hereunder. However, Contractor's failure to comply with the Prompt Payment requirements shall
constitute a material breach of Contractor's contractual obligations to JSO. As a result of said
breach, JSO, without waiving any other available remedy it may have against Contractor, may: (i)
issue joint checks; and (ii) charge Contractor a 0.2% daily late payment charge or the charges
specified in said Chapter 126 of the Jacksonville Ordinance Code for JSEB's and in Chapter 218,
Florida Statutes, for non-JSEB's, whichever is greater.

SECTION 18.20 E-VERIFY. In accordance with Chapter 2020-149, Laws of Florida,

Contractor confinns that it does not cmTently, and will not in the future, employ, contract with, or
subcontract with unauthorized aliens and that it will register as required with the E-Verify
platfmm. Contractor acknowledges that any violation with the aforementioned will result in a
default to this Agreement and the City shall be entitled to any and all relief available, including
but not limited to, consequential damages, rebate of fees, costs and expenses, etc., resulting from
the voiding of this Agreement.

SECTION 18.21 SCRUTINIZED COMPANIES

Pursuant to Section 287.135(2), Florida Statutes, a company is ineligible to, and may not,
bid on, submit a proposal for, or enter into or renew a contract with an agency or local government
entity for goods or services of:

55
 (a) Any amount if, at the time of bidding on, submitting a proposal for, or entering into
or renewing such contract, Recipient is on the Scrutinized Companies that Boycott
Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in
a boycott of Israel; or

(b) One million dollars or more if, at the time of bidding on, submitting a proposal for,
or entering into or renewing such contraQt, Recipient:
(I) ls on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List created pursuant to Section 215.473, Florida Statutes; or
(2) Is engaged in business operations in Cuba or Syria.

Pursuant to Section 287.135(3)(a)4, Florida Statutes, City may terminate this Contract at
City's option if the Contract is for goods or services in an amount of one million dollars or more
and Recipient:

(I) Is found to have submitted a false certification under Section 287.135(5),

Florida Statutes;
(2) Has been placed on the Scrutinized Companies with Activities in Sudan List
or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List created pursuant to Section 215.473, Florida Statutes; and
(3) Is engaged in business operations in Cuba or Syria.

Pursuant to Section 287.135(3)(b), Florida Statutes, City may terminate this Contract at City's
option if the Contract is for goods and services of any amount and Recipient:

(I) Is found to have been placed on the Scrutinized Companies that Boycott
Israel List; or
(2) Is engaged in a boycott oflsrael.

SECTION 18.22 NO WAIVER OF DEFAULT OR BREACH UNDER ORIGINAL

AGREEMENT

The parties' execution of this Agreement shall not constitute a waiver of a default or breach by a
paity under the Original Agreement or a waiver of the patties' related obligations, rights, or
remedies under the Original Agreement.

SECTION 18.23 PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL

OR IDEOLOGICAL INTERESTS IN GOVERNMENT CONTRACTING

Pursuant to Section 287.05701, Florida Statutes, as amended, Contractor is hereby notified that
the City in awarding contracts to vendors may not:

(I) Request documentation or consider a vendor's social, political, or ideological interests

56
 when determining if the vendor is a responsible vendor; and
(2) Give preference to a vendor based on the vendor's social, political, or ideological interests.

ARTICLE XIX
GENERAL PROVISIONS

SECTION 19.01 REPRESENTATIONS AND WARRANTIES. Contractor hereby

represents and warrants that to the best of the signer's knowledge and belief based on a material
investigation that the following representations and/or warranties are true now and will be true
during the te1m of the Agreement:

(a) That Contractor is a duly formed and validly existing Alabama corporation, in
existence and in good standing under the laws of the State of Alabama and the execution, delivery
and perfonnance of this Agreement by Contractor has been duly authorized by all necessary
corporate action and the person signing this Agreement on behalf of Contractor is authorized to do
so;

(b) That Contractor has complied with all applicable laws, ordinances, regulations,
rules, and restrictions pertaining to or affecting the Services and that performance of this
Agreement will not result in any breach of or constitute any default under any agreement or
other instrument to which Contractor is a party or to which Contractor might be bound;

(c) That Contractor, including its principal owners, pai1ners, corporate officers,
agents, contractors, subcontractors, and employees, has not had any criminal convictions and
is cun-ently not under any known criminal investigation;

(d) That there are no material permits, licenses, consents, and approvals,
governmental, or otherwise, which materially affect Contractor's ability to provide the
Services and perfonn the obligations under the Agreement;

(e) That there has not been filed by or against Contractor, a petition in bankruptcy
or any other insolvency proceeding, or for the reorganization or appointment of a receiver or
trustee, nor has Contractor made an assignment for the benefit of creditors, nor filed a petition
for an-angement, nor entered into an airnngement with creditors, nor admitted in writing its
inability to pay debts as they become due; and

(f) That, pursuant to section 287.138, Florida Statutes, Contractor is not owned by
a government of a foreign country of concern, and that a government of a foreign country of
concern does not have a controlling interest in Contractor, and that Contractor is not organized
under the laws of and does not have its principal place of business in a foreign country of
concern.

Contractor shall not take any action which would cause any of the representations and wan-anties

57
herein contained to be inaccurate or untrue in any respect, and Contractor agrees to keep JSO
infonned of the occurrence of any event which comes to its attention which may cause such
representations and warranties to be materially inaccurate or untrue. Additionally, Contractor
shall notify JSO within five (5) business days of Contractor's knowledge of any legal action,
suit, or other legal, or administrative proceeding alleging claims for Contractor's performance
of Services under this Agreement.

[Intentionally Left Blank by the Pai1ies]

58
 IN WITNESS WHEREOF, the parties hereto have set their hands and sea ls as of the
Effcctive Date.

ATTEST: CITY OF JACKSONVILLE, a

consolidated political subdiv ision
and municipal corporation existing
under the laws of the State of Florida

By: ....µ,~-'--f--''--_J,- --'C....:~ .rl---f irn--

f-Ja ' Donna De~gan, a
l<aren Bowling
Corporat10n Secretat
Chief Administr ve Officer
• For: Mayor Donna Deegan
Under Authority Of:
Encumbrance and funding info1ma ii' ernal City u se: Ell:ecutive Order No: 2023-02
Account or PO Number: /Jt'fl - 71) ~;?</ -;?-.3
Amount .......... .......... $ ktz , 174; f~f ~
The above-stated amount is th/maximum fixed monetary amount of this Agreement. It shall not
be encumbered by this Agreement. It shall be encumbered by one or more subsequently issued
purchase orders that must reference this Agreement. A ll financial examinations and funds control
checking will be made at the time such purchase orders are issued.

In accordance w ith Section 24.103(e) , Jacksonville Ordinance Code, I do hereby certify that there
is an unexpended, unencumbered, and unimpounded balance in th ropriation sufficient to
cover this Agreement; prov ided, however, that this certification is not nor rn be interpreted as
an encumbrance of funding under this Agreement. Actual encumbra es all be made by
subsequ ently issued purchase orders.

Director of Finance
City Contract# 70~d/f-c;3

[Signature page of Contractor to immediately follow this page.]

59
[Signature page to Inmate Health Care Services Agreement - City of Jacksonville (JSO).]

NAPHCARE, JNC., an
Alabama corporation

By:
Print Name: Bradford T. Mclane
Title: Chief Executive Officer

GC-# J 570644-v9-NaphCarc_-_JSO_lnma1c_Hcalth_Serv1ces_ Con1rnc1 docx

60
 LIST OF EXHIBITS

ExhibitA JSO OwnedEquipment

Exhibit B- Formulary

Exhibit C - Staffing Patterns

Exhibit D - Drug Free Workplace

Exhibit E - Indemnification

Exhibit F - Insurance Requirements

Exhibit G - Data Security Requirements

Exhibit H - Additional Services

61
 EXHIBIT A
JSO OWNED EQUIPMENT

AS OF SEP 2022
PRE-TRIAL DETENTION FACILITY
LOCATION ITEM QUANTITY
M2- EXAM ROOM 1 COMPUTER 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
EXAM WALL LIGHT WITH POWER 1
CORD
EXAM BED WITH CORD 1
VITAL SIGN MACHINE WITH POWER 1
CORD, BP HOSE, ADULT AND LARGE
ADULT CUFFS
PHONE 1
M2-EXAM ROOM 2 PHONE 1
COMPUTER 1
VITAL SIGN MACHINE WITH 1
EXAM BED WITH CORD 1
EXAM WALL LIGHT 1
OTOSOPE /OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
M2-EXAM ROOM 3 OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
EXAM WALL LIGHT 1
EXAM BED WITH CORD 1
VITAL SIGN MACHINE WITH POWER 1
CORD, BP HOSE, ADULT AND LARGE
ADULT CUFFS
COMPUTER 1
PHONE 1
M2-WOUND CARE ROOM EXAM WALL LIGHT 1
MAYO STAND 1
EXAM OVERHEAD LIGHT 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH CORD
SUPPLY CABINET 1
COMPUTER 1
PHONE 1
M2-EXAM ROOM 4 BED WITH CORD 1
OTOSCOPE/OPHTHALMOSCOE UNIT 1
WITH CORDS
SURGE PROTECTOR 1

62
 COMPUTER 1
PHONE 1
M2-Medical Director's Office EXAM BED 1
EXAM WALL LIGHT WITH CORD 1
NEBULIZER 1
MAYO STAND 1
CORDLESS ILLUMINATOR WITH 1
CHARGING STATION
COMPUTER WITH (SINGLE 1
MONITOR)
PHONE 1
M2-EXAM ROOM 5 EXAM BED 1
EXAM WALL LIGHT 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH CORD
SURGE PROTECTOR 1
COMPUTER 1
PHONE 1
M2-EXAM ROOM 6 EXAM BED WITH CORD 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH CORD
MICROSCOPE 2
SHREDDER 1
SPACE HEATER 1
WALL CLOCK 1
COMPUTER 1
PHONE 1
SURGE PROTECTOR 1
STOOL 1
M2-LAB COMPUTER 1
PHONE 1
PRINTER 1
LABEL PRINTER 1
CLOCK 1
REFRIGERATOR 1
8-DRAWER ROLLING CART WITH 1
BIOHAZARD BIN ATTACHED
PHLEBOTOMY CHAIR 1
INR MACHINE 1
CENTRIFUGE 1
SHREDDER 1
DCA ANALYZER 1
M2 WALKWAY VITAL SIGN MACHINE WITH BASKET, 2
CORD, BP HOS, ADULT AND LARGE

63
 ADULT CUFFS
SURGE PROTECTOR 1
NEBULIZER MACHINE 1
DIGITAL SCALE 1
M2- ACROSS FROM FEMALE LOCKED DIABETIC CART 1
HOLDING CELL
M2-ACROSS FROM MALE GRAY CART WITH ORANGE COOLER 1
HOLDING CELL
M2- SPACE BEHIND M-2 FAX MACHINE 1
PASSAGEWAY
COMPUTER 3
GRAB BAG (EMERGENCY) 1
M2-INFECTION CONTROL COMPUTER 1
NURSE OFFICE
PHONE 1
1st Floor-MED SCREENING COMPUTER 3
PHONE 2
REFRIGERATOR 2
PRINTER/FAX COMBO 1
(MED SCREENING CONTINUED) AEDONWALL 1
DIGITAL SCALE 1
NON-DIGITAL SCALE 2
OXYGEN CONTAINER 1
MED SCREENING RESTROOM SCOOP STRETCHER 1
COMPUTER 13
5th Floor MENTAL HEALTH
SHREDDER 3
PRINTER/COPIER COMBO 1
REFRIGERATOR 2
CLOCK 1
MICROWAVE 1
COFFEE POT 1
PHONES 14
TV WITH STAND 1
WATER COOLER 1
SURGE PROTECTOR 1
SURGE PROTECTOR 1
5TH FLOOR SATELLITE CLINIC OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
COMPUTER 1
PHONE 1
VITAL SIGN MACHINE WITH BASKET, 1
POWER CORD, BP HOSE, ADULT
AND LARGE ADULT CUFF

64
 SPEAKERS, SMALL 2
4TH FLOOR SATELLITE OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
VITAL SIGN MACHINE WITH BASKET, 2
POWER CORD, BP HOSE, ADULT
AND LARGE ADULT CUFFS
COMPUTER 1
PHONE 1
SURGE PROTECTOR 1
3RD FLOOR SATELLITE SCALE 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
VITAL SIGN MACHINE WITH BASKET, 1
POWER CORD, BP HOSE, ADULT
AND LARGE ADULT CUFFS
COMPUTER 1
PHONE 1
SURGE PROTECTOR 1
2ND FLOOR SATELLITE SCALE 1
OTOSCOPE/OPHTHALMOSCOPE 1
UNIT WITH POWER CORD
VITAL SIGN MACHINE WITH BASKET, 1
POWER CORD, BP HOSE, ADULT
AND LARGE ADULT CUFFS
COMPUTER 1
PHONE 1
SURGE PROTECTOR 1
M2POD COMPUTER 2
(M2 POD CONTINUED) COPIER 5955 1
PHONE 2
REFRIGERATOR 2
OXYGEN TANK IN CASE 1
WATER DISPENSER 1
AED 2
GRABBAG,EMERGENCY 1
COFFEE MAKER 1
MICROWAVE 1
M2- DENTAL EXAM ROOM 1 ADEC DENTAL EXAM CHAIR WITH 1
EQUIPMENT
OXYGEN TANK WITH CASE 1
M2- DENTAL MIDDLE OFFICE COMPUTER 2
AUTOCLAVE 1
ULTRASONIC 1
MAYO STAND 1

65
 STEP STOOL 1
M2-DENTAL EXAM ROOM 2 ADEC DENTAL EXAM CHAIR WITH 1
EQUIPMENT
DIGITAL X-RAY SENSOR 1
COMPUTER 1
DENTIST CHAIR 1
DENTAL X-RAY MACHINE (LITTLE) 1
M2-X-RAY ROOM COMPUTER 1
DENTIST ASSISTANT CHAIR 2
PANORAMIC X-RAY MACHINE (BIG) 1
PELICAN BRAND CASE 1
COMPRESSOR 1
2-STEP LADDER 2
M2 PHARMACY REFRIGERATOR 2
LOCKED NARCOTIC BOX 1
ROLLING PLASTIC CART WITH 3 1
DRAWERS
SHREDDER 1
OUTSIDE OF M2 PHARMACY WATER COOLER 1
2-DRAWER ROLLLING CART 1
M2 TRIAGE ROOM (WEST SIDE) EXAM TABLE 1
OXYGEN TANKS (NUMEROUS)
HOYER LIFT 1
M2 MECHANICAL ROOM 2400 CRUTCHES (PAIRS) 8
(WESTSIDE)
HOYER LIFT 1
FOLDING TABLE (PLASTIC) 2
FOLDING TABLE (WOODEN) 1
WALKERS 5
OXYGEN CONCENTRATORS 2
EXAMINATION TABLE 1
CHAIR 2
CURVE-SHAPED TABLE 1
"DAYTON" HAND CART, METAL 1
OXYGEN RACK 1
BEDSIDE COMMODES 7
OXYGEN CONCEN (UNREPAIRABLE) 8
PARTS OF LIFT 2
BODY BOARD (ORANGE) 1
WHEELS (UNREPAIRABLE, 5
UNKNOWN)
SHOWER CHAIRS 4
TABLE (WOODEN, ROUND) 1
CART (STAINLESS STEEL) 1

66
 3-SHELF FILING CABINET (BEIGE) 1
LOW SHELF FILING CABINET (BEIGE) 1
CAN (RED) 1
WHEELCHAIR FOOTRESTS (BOX) 1
CRUTCHES (WOODEN, PAIRS) 8
WOODEN ROLLING CABINET 1
VITAL SIGN 4
MACHINE(UNREPAIRABLE)
WALKER (ROLLING) 1
WOODEN TABLE (NO LEGS) 1
PLASTIC COOLER (YELLOW) 1
MOP PAILS (PLASTIC, YELLOW) 2
M4PHARMACY (MOVED TO M2)
M4ADMIN COPIER/FAX COMBO 1
COMPUTER WITH DOUBLE 1
MONITORS
PHONE 5
REFRIGERATOR 8
SHREDDER (SMALL) 1
SHREDDER (BIG) 2
WATER COOLER 1
VACUUM CLEANER 1
RADIO SCANNER 1
COFFEE POT 1
M4 CONFERENCE ROOM COMPUTER 1
SPEAKERS 1
PROJECTION SCREEN 2
MICROWAVE 1
REFRIGERATOR 1
ELECTRIC FAN 1
M4-MECHANICAL ROOM 4500 WHEELCHAIR 2
SHOWER CHAIR 4
SCALE, NON-DIGITAL 4
SCALE, DIGITAL 1
BEDSIDE COMMODE 2
PELICAN BRAND CASE 1
CANES 13
NEBULIZERS 6
URINALYSIS MACHINE 2
MICROSCOPES 2
2-STEP STOOL 1
M2 Dental Clinic MIRROR 55
EXPLORER 27

67
 PROBE 19
SYRINGE 18
STRAIGHT ELEVATOR 22
CURETTE 24
PERIOSTAT 16
HAND HIGH SPEED 11
CONTRANGLE 2
STRAIGHT HANDPIECE 1
EAST/WEST TRIANGLE L/R 6
ROOT TIP PICK L/R 8
HEMOSTAT 6
SCISSORS 10
BLADE HOLDER 6
BITE BLOCK 6
CROSS BARS L/R 4
SPEAR 1
CRANE 4
BONE FILE 4
COTTON PICKUP 12
PFI 5
SPATULA 5
BURNISHER 5
SPOON EXCAVATOR 5
TOFFLERMIRE 6
ARTICULATING HOLDER 5
CONDENSER 4
BAND REMOVER 1
GRACEY 10
ANTERIOR SCALER 4
RONGEUR 6
FORCEP #1 1
(DENTAL EQUIPMENT LIST FORCEP #16 2
CONT'D)
FORCEP #17 1
FORCEP #23 6
FORCEP #53 L 2
FORCEP #53 R 2
FORCEP #65 1
FORCEP #69 2
FORCEP #88 L 2
FORCEP #88 R 2
FORCEP #99 1
FORCEP #150 6

68
 FORCEP #151 6
FORCEP #203 1
FORCEP #217 1
MD3 4
6th FLOOR SATELLITE CLINIC SCALE 1
COMPUTER 1
VITAL SIGN MACHINE WITH BASKET, 1
POWER CORD, BP HOSE, ADULT
AND LARGE ADULT CUFFS
PHONE 1
SPEAKERS, SMALL 2
SURGE PROTECTOR 1
6t h Floor Clinic #2 (JUVENILE EXAM TABLE {RITTER 204) 1
PRISONERS COORDINATOR)
room
SHARPS AND GLOVES CONTAINER 1
DESK 1
CHAIR 1
PHONE 1
CPU 2
FOLDING CHAIR 1
WALL EYE CHART 1

AS OF MAY 2022 (AS LISTED ON EXHIBIT A, OCT 2017)

I I' I
LOCATION ITEM QUANTITY
ROOM 106 EXAM TABLE 1
OTOSCOPE/OPHTHALMOSCOPE 1
WALL UN IT WITH POWER CORD
MOBILE BP UNIT W ITH 1
THERMOMETER, CUFFS, AND PULSE
OXIMETER
MAYO STAND 1
COMPUTER 1
PHONE 1
FLOOR SCALE 1
ROOM 105 COMPUTER 1
PHONE 1
COPIER/FAX XEROX 3655
SHREDDER 1
ROOM 104 SCALE 1
EXAM TABLE 1
MOBILE BP UNIT WITH 1

69
 THERMOMETER, CUFFS, AND PULSE
OXIMETER
OTOSCOPE/OPHTHALMOSCOPE 1
WITH POWER CORD
EMERGENCY BAG (JUMP BAG) 1
COMPUTER 1
PHONE 1
CLINIC HALLWAY OXYGEN TANK 1
FIRE EXTINGUISHER 2
CLINIC SECURITY DESK 1
COMPUTER 1
4-DRAWER FILE CABINET 1
PHARMACY ROOM 118 STORAGE CABINET (GRAY) 1
COMPUTER 1
LAMP 1
PHONE 1
MEDICINE SCANNER 1
REFRIGERATOR 1
LAB ROOM 119 PHLEBOTOMY CHAIR 1
REFRIGERATOR 1
CENTRIFUGE 1
SURGE PROTECTOR 1
LAPTOP 2
PHONE 1
ROOM 120 SCALE 1
COMPUTER 1
PHONE 1
EXAM TABLE 1

AS OF MAY 2022 (AS LISTED ON EXHIBIT A, OCT 2017)

I CTC
LOCATION ITEM QUANTITY
(SINGLE-AREA LOCATION) BLOOD PRESSURE MACHINE WITH 1
BASKET, THERMOMETER, PULSE OX,
POWER CORD, AND CUFFS
COPIER/ FAX XEROX 6655 1
COMPUTER 1
PHONE 1
5-SHELF MEDICAL SUPPLY CABINET 1
EXAM TABLE 1
SCALE 1
OTOSCOPE/OPHTHALMOSCOPE 1
WALL UNIT
URINALYSIS MACHINE 1

70
REFRIGERATOR 1
2-DRAWER FILE CABINET 2
STORAGE CABINET (BLACK) 1
OXYGEN WITH CASE 1
AED 1
MEDICAL EMERGENCY BAG 1
LAPTOP 1

71
 EXHIBITB
FORMULARY

[To immediately follow this page.]

72
 NaphCare 2023 Formulary

EMERGENCY INJECTABLES
• EPIPEN (Epinephrine Inj Device)

Epinephrine 1 MG/ML Inj

Glucagon (rDNA) Inj Kit
Lidocaine HCI 1% PF Inj

Lidocaine HCI 1%, 2% Inj

Dexamethasone Sodium Phosphate Inj

Dextrose Intravenous 50%
Sodium Bicarb 8.4%
Atropine Su lfate 0.1 MG/ML Inj
ANEMIA
• EPOGEN r (Epoetin Alfa)

• PROCRIT I (Epoetin Alfa)

INJECTABLE VITAMINS ANO NUTRITIONAL SUPPLEMENTS
• ZEMPLAR (Paricalcitol) (Dialysis Only)
• VENOFER (Iron Sucrose) (Dialysis Only)
ANGINA
Isosorbide Mononitrate
• IMDUR Isosorbide Mononitrate ER
• ISORDIL TITRADOSE Isosorbide Dinitrate
• r ITROSTAT Nitroglycerin SL

Information listed in parentheses is for information only. Medication is not available generic.
Page 11 NaphCare 2023 Formulary
Updated 3/3/23
 ANTIBIOTICS
ORAL ANTIBIOTICS

• AMOXIL Amoxicillin
• AUGMENTIN Amoxicillin-Pot Clavu lanate
• ZITHROMAX Azithromycin
• BACTRIM DS Sulfamethoxazole-Trimethoprim
• CIPRO Ciprofloxacin
• CLEOCIN Clindamycin
• FLAGVL Metronidazole
• KEFLEX Cephalexi n
• LEVAQUIN Levofloxacin
• MACROBID Nitrofurantoin Monohydrate Macro
• MINOCIN Minocycline
, Doxycycline Hyclate tablets
I Penicillin V Potassium
INJECTABLE ANTIBIOTICS
CEPHALOSPORINS

• ROCEPHIN Ceftri axone

• ANCEF Cefazolin

AMINOGL YCOSIDES
J Gentamicin Sulfate
TOPICA L ANTIBIOTICS
• BACTROBAN OINTMENT Mupirocin
• SILVADENE CREAM Silver Su lfadiazine
Triple Antibiotic External Ointment (Neomycin-Bacitracin-
• NEOSPORIN ORIGINAL OINTMENT
Polymyxin)
Bacitracin External Ointment

OPHTHALMIC ANTIBIOTICS

Information listed in parentheses is for information only. Medication is not available generic.
Page I 2 NaphCare 2023 Formulary
Updated 3/3/23
 • BLEPH-10 OPHTH SOLN Sulfacetamide Sodium Ophth Soln

• MAXITROL OPHTH SUSP Neomycin-Polymyxin-Dexameth Ophth Susp

• GARAMVCIN OPHTH OINT, OPHTH
Gentamicin Sulfate Ophth Ointment, Ophth Soln
SOLN
• ILOTVCIN OPHTH OINTMENT Erythromycin Ophth Ointment

• NEOSPORIN OPHTH SOLN Neosporin-Polymyxin-Gramicidin Ophth Sol n

• POLVTRIM OPHTH SOLN Polymyxin 8-Trimethoprim Ophth Soln

• OCUFLOX OPHTH SOLN Ofloxacin Ophth Soln

• CILOXAN OPHTH SOLN Ciprofloxacin HCI Ophth Soln

OTIC ANTIBIOTICS
• FLOXIN OTIC Ofloxacin Otic
• CORTISPORIN OTIC Neomycin/Polymyxin/HC Otic
ANTICOAGULANT/ ANTIPLATELET
• COUMADIN 1 Wartarin
• PLAVIX Clopidogrel
• XARELTO I (Rivaroxaban)
ANTIDOTES
I Naloxone HCI Inj
ANTIHISTAMINES
ORAL ANTIHISTAMINES
• VISTARIL I Hydroxyzine Pamoate
IN.IECTABLE ANTIHISTAMINES
Hydroxyzine HCI
• PHENERGAN Promethazine
" BENADRVL Diphenhydramine

OTC ANTIHISTAMINES
Information listed in parentheses is for information only. Medication is not available generic.
Page I 3 NaphCare 2023 Formulary
Updated 3/3/23
 • BENADRVL Diphenhydramine
• CHLOR-TRIMETON Chlorpheniramine
• CLARITIN Loratadine
• ZYRTEC Cetirizine
ANTIMALARIAL
• PLAQUENIL [ Hydroxychlo roquine
ANTIN EOPLASTIC

j Hydroxyurea
ARRHYTHMIA
• CORDARONE Amiodarone
• NORPACE Disopyrarnide
ASTHMA

I Albuterol Sulfate Neb Soln 0.083% (2.5 MG/3ML)

, Albuterol Sulfate HFA (only if nebs not appropriate)
• ALVESCO INHALER (Ciclesonide)
• ADVAIR DISKUS Fluticasone and Salmeterol
Ipratropium Bromide Neb
• DUONEB NEBULIZER SOLUTION Ipratropium-Albuterol Neb
• SINGULAIR ORAL TABLET Montelukast
BENIGN PROSTATlC HYPERPLASIA- BPH
• CARDURA Doxazosin
• FLOMAX Tamsu losin
• MINIPRESS Prazosin
• HYTRIN Terazosin
CARDIAC GLYCOSIDE

• LANOXIN

CHOLESTEROL ·

Information listed in parentheses is for information only. Medication is not available generic.
Page I 4 NaphCare 2023 Formulary
Updated 3/3/23
 • LOPID Gemfibrozil
• TRICOR Fenofibrate
• UPITOR Atorvastatin
CONTRACEPTIVE
• VAZ I Drospirenone - Ethinyl Estradiol 3-0.02mg Tablet
COUGH &COLD
OTC ANTIHISTAMINE
• BENADRYL Diphenhydramine
• CHLOR-TRIMETON Chlorpheniramine
• CLARITIN Loratadine
• ZVRTEC Cetirizine
OTC EXPECTORANT
• ROBITUSSIN CHEST CONGESTION
ORAL SYRUP I Gua1fenesin Syrup

• ROBITUSSIN DM SYRUP •, Guaifenesin-DM Syrup

• ORGAN-I NR TABLET Guaifenesin Tablet
OTC NASAL
• OCEAN NASAL SPRAV I Sodium Chlorid e Nasal Spray
OTC LOZENGE
• FISHERMAN'S FRIEN D THROAT
LOZENGE
I (Mentho l Lozenge)
DIABETIC
ORAL ANT/DIABETICS
• GLUCOPHAGE Metformin
• AMARVL Glimepiride

• GLUCOTROL Glipizide

INSUUN (BRAND WILL BE CHANGED TO CURRENT STOCK)

• NOVOUN N OR HUMUUN N (Insulin Isophane (NPH))
• NOVOLIN R OR HUMULIN R (Insulin Regular)

Information listed in parentheses is for information only. Medication is not available generic.
Page I 5 NaphCare 2023 Formulary
Updated 3/3/23
 • NOVOLIN 70/30 OR HUMUUN
70/30
I (Insulin Isophane (N PH)/ Regular)
GLUCOSE ELEVATING
• INSTA-GLUCOSE GEL (Glucose Gel)
• DEX4 GLUCOSE TABLETS (Glucose Tablets)
Glucagon (rDNA) Inj

DIAGNOSTIC AIDS
• TUBERSOL (TB) INTRADERMAL
SOLN
JTuberculin PPD
DIURETICS
ORAL DIURETICS
Hydrochlorothiazide
• ALDACTONE Spironolactone

• LASIX Furosemide
• MAXZIDE Tnamterene/HCTZ
IN.JECTABLE DIURETICS
I Furosemide
EAR
•
•
FLOXIN OTIC
CORTISPORIN OTIC
OTC EAR WAX RCMOVAL
l Ofloxacin
N eomyci n/Polymyxin/HC

• DEBROX I Carbamid e Peroxide Otic Soln

ESTROGEN
• MENEST (Estrogen)

• PREMARIN (Estrogens Conjugated)

EVE
• ISOPTO ATROPINE OPHTH SOLN Atropine Sulfate
• PILOCAR OPHTH SOLN Pilocarpine
• TIMOPTIC OPHTH SOLN Timolo l Maleate
• PRED FORTE OPHTH SUSP Prednisolone Acetate

Information listed in parentheses is for information only. Medication is not available generic.
Page I 6 NaphCare 2023 Formulary
Updated 3/3/23
 • BLEPH-10 OPHTH SOLN Sulfacetamide Sodium
• MAXITROL OPHTH OINT, SUSP Neomycin-Po lymyxi n- Dexameth
• GENTAK OPHTH OINT (Gentamicin Sulfate Opht h Oint
Gentamici n Sulfate Ophth Soln
Erythromycin Ophth Ointment
• BETAGAN OPHTH SOLN Levobunolol
• NEOSPORIN OPHTH SOLN Neosporin -Po lymyxin-Gramicidin
• POLYTRIM OPHTH SOLN Polymyxin B-Tri methoprirn
• OCUFLOX OPHTH SOLN Ofloxacin
• XALATAN OPHTH SOLN Latanoprost
Dorzolamide HCI-Timolol Mal
• CYCLOGYL OPHTH SOLN Cyclopento lat e
Brimonidine Ophth Soln
OTC OPHTHALMIC
• NATURE'S TEARS (Hypromell ose)
• VISINE Tet ra hydrozoline
OTC OPHTHALMIC ANTIHISTA MINE
• ZADITOR OPHTH Ketotifen
• VISINE-A OPHTH (Pheniramine-Naphazoline)
FLUSHES
Heparin Lock Flush Intravenous
Saline Flush Inj
FUNGAL
ORAL ANT/FUNGALS
• DIFLUCAN J Fluconazole
TOPICAL ANT/FUNGALS
• NIZORAL.CREAM J Ketoconazole
OTC ANT/FUNGALS
• LOTRIMIN AF CREAM J Clotrimazole
Information listed in parentheses is for information only. Medication is not available generic.
Page I 7 NaphCare 2023 Formulary
Updated 3/3/23
 • NIZORAL A-D SHAMPOO Ketoconazole
• TINACTIN CREAM, TOLNAFTIN
Tolnaftate
CREAM
• MICATIN CREAM Miconazole Nitrate External Cream
GASTROINTESTINAL
NAUSEA/VERTIGO
• ANTIVERT Meclizine
• PHENERGAN Promethazine
• REGLAN Metoclo pramide
• ZOFRAN (NOT ODT) Ondansetron (Not ODT)
ORAL GASTROINTESTINAL
• AZULFIDINE Sulfasalazine
• DELZICOL 400 MG (Mesalamine Capsule)
• ASACOL HD 800 MG (lv1esa lamine Tablet)

' Pancreli pase 5,000

• CREON 12,000 Pancrelipase 12,000)
• CARAFATE Sucralfate
• REGLAN Metoclopramide
GI SPASMS
• BENTYL j Dicyclomine
H-2 ANTAGONIST
• PEPCID j Famotidine
PROTON PUMP INHIBITOR

• PRILOSEC Omeprazole
.. PROTONIX Pantoprazole
DIARRHEA RX
• IMODIUM j Loperamide
OTC DIARRHEA
• PEPTO-BISMOl REGULAR
STRENGTH
I Bismatro l (Bismuth Subsalicylate)
Information listed in parentheses is for information only. Medication is not available generic.
Page I 8 NaphCare 2023 Formulary
Updated 3/3/23
 OTC STOOL SOFTENERS
• COLACE j Docusate Sodium
OTC ENEMAS
• FLEET ENEMA RECTAL j (Saline Laxative)
OTC ANT/FLA TULENTS
• GAS-X CHEWABLE j Simethicone
OTC ANTACIDS
• MYLANTA ORAL SUSP j Rulox (Aluminum/Magnes1um/Simethicone)
OTC NAUSEA
• EMETROL j Formula EM Anti-Nausea Liquid (fruc/gluc/phos acid)
LAXATIVES RX

j Lactulose
OTC STIMULANT LAXA T/VES

! B1sacodyl Delayed Release Tablet

• DULCOLAX RECTAL SUPPOSITORY Bisacodyl Suppository
• SENNA LAX ORAL TABLET (Sen nos ides)
OTC BULK LAXATIVES
• FIBERCON TABLET Fiber-Lax (Calcium Polycarbophil)
• NATURAL FIBER lAXATIVE
(Psyllium Fiber)
POWDER
OTC OSMOTIC LAXATIVE
• MIRALAX POWDER ClearLax (Polyethylene Glycol)
• CITROMA Magnesium Citrate Oral Soln
OTC LAXA TIVES/ANTAC/OS
• MILK OF MAGNESIA ORAL SUSP I (Magnesium Hydroxide)
GOUT

• ZYLOPRIM
l Probenecid

Allopurinol

Information listed in parentheses is for information only. Medication is not available generic.
Page I 9 NaphCare 2023 Formulary
Updated 3/3/23
 HEMATOLOGICAL

• LOVENOX INJ Enoxaparin Sodium Subcutaneous

HIV

• ALL INCLUSIVE

HYPERTENSION ORAL
ACE INHIBITORS

• PRINIVIL, ZESTRIL Lisinopril

• ZESTORETIC Lisi nopri1/Hyd rochlo roth iazide
ALPHA/BETA-ADRENERGIC BLOCKERS

• TRANDATE J Labetalol
ANGIOTENSIN ANTAGONISTS

• COZAAR J Losarta n
ANTIADRENERGICS

• CARDURA Doxazosin

• CATAPRES Clonidine
BETA BLOCKERS

• COREG Carvedilol

• INDERAL Proprano lo l

• LOPRESSOR Metoprol ol Tartrate

• TENORM!N Ateno lol

CALCIUM CHANNEL BLOCKERS

• CALAN Verapamil

Verapamil ER

• CARDIZEM Dilt iazem

Diltiazem HCI ER 24 hour

• NORVASC Amlodipine

• PROCARDIA Nifedipine

• PROCARDIA XL Nifedipine ER Osmotic

Information listed in parentheses is for informa tion only. Medication is not available generic.
Page 110 NaphCare 2023 Formulary
Updated 3/3/23
 VASODILA TORS
• APRESOUNE J Hydralazine
MENTAL HEALTH
ANXIETY ORAL
• ATIVAN Lorazepam
• BUSPAR Buspirone
• KLONOPIN Clonazepam
• MINIPRESS Prazosin
INJECTABLE ANXIETY
• ATIVAN INJ I Lorazepam Inject io n Soln
DEPRESSION ORAL
ANTIDEPRESSANTS, TETRACYCUC
• REMERON j Mirtazapine
ANTIDEPRESSANTS, TR/CYCLIC
• PAMELOR Nortriptyline
• SINEQUAN Doxepin
ANTIDEPRESSANTS, SSRIS
• CELEXA Citalopram
• CYMBALTA Duloxetine
• PAXIL Paroxetine
• PROZAC Fluoxetine
• ZOLOFT Sertraline
• LEXAPRO Escitalopram
A N TIDEPRESSANTS, MISC
• DESYREL Trazodone
• EFFEXOR, EFFEXOR XR Venlafaxine, Venlafaxine XR
• WELLBUTRIN, WELLBUTRIN XL 24
HOUR Bupropion, Bupropion ER (XL) 24 hour

Information listed in parentheses is for information only. Medication is not available generic.
Page I 11 NaphCare 2023 Formulary
Updated 3/3/23
 PSYCHOSIS

ORAL ANT/PSYCHOTIC, TYPICAL

• TRILAFON Perphenazine

Haloperidol Tablets
Haloperidol Lactate Oral Concentrate
ORAL ANT/PSYCHOTIC, A TYPICAL {SEE PROTOCOL}
• ABIUFY Aripiprazole
• GEODON Ziprasidone
• RISPERDAL Risperidone
• SEROQUEL IMMEDIATE RELEASE Quetiapine IR
• ZYPREXA Olanzapine2
IN.IECTABLE ANT/PSYCHOTIC

I Fluphenazine HCI
, Fluphenazine Decanoate
• HALDOL DECANOATE IM INJ Haloperidol Decanoate
• HALDOL INJ Haloperidol Lactate
• GEODON IM Ziprasidone
• THORAZINE INJ Chlorpromazine
MANIA ORAL

Valproic Acid
• DEPAKOTE Divalproex Sodium Delayed Release
• ESKAUTH AND ESKALITH CR Lithium Carbonate and Lithium Carbonate ER
MOL!n AND THROAT
<> PERIDEX MOUTH/THROAT SOLN rChlorhexidine Gluconate
MUSCLE RELAXANTS
• ROBAXIN Methocarbamol
• UORESAL Baclofen
• ZANAFLEX Tizanidine

Information listed in parentheses is for information only. Medication is not available generic.
Page I 12 NaphCare 2023 Formulary
Updated 3/3/23
 PAIN
ANALGESICS ORAL
• TYLENOL WITH CODEINE #3 Acetamino phen-Codei ne #3
• TYLENOL WITH CODEINE #4 Acetaminophen-Codeine #4
• ULTRAM Tramadol
ANALGESICS INJECTABLE
• TORADOL I Ketorolac
OTC ANALGESICS ORAL

Aspirin
Aspirin EC
• TYLENOL Acetaminophen
• EXCEDRIN EXTRA STRENGTH
TABLET Pain Reliever Pl us (Acetamin/ Aspirin/Caff 250/250/65 M G)

NSAIDS
I
• MOTRIN, ADVIL ' Ib uprofen
• MOBIC Meloxicam
• NAPROSYN Naproxen
• VOLTAREN Diclofenac Sodium
OTC ANALGESICS TOPICAL
• ANALGESIC BALM EXTERNAL
CREAM (Ment hol-Methyl Salicylate)

• EPSOM SALT (Magnesium Sulfate Gra nules)

LOCAL ANESTHETICS
TOPICA L LOCAL ANESTHETICS
• XYLOCAINE TOPICAL JELLY Lidocaine Jelly
• XYLOCAINE VISCOUS Lidocaine Viscous
INJECTABLE LOCAL ANESTHETICS
Lidocaine HCI Inj
Lidocaine HCI (PF) Inj
• XYLOCAINE/UDOCAINE INJECTION
Lidocaine- Epinephrine Inj
SOLN
Information listed in parentheses is for information only. Medication is not a vailable generic.
Page I 13 NaphCare 2023 Formulary
Updated 3/3/23
 PARASITIC
• ELIMITE CREAM Permethrin
• LICE TREATMENT MAX STRENGTH
(Pyrethrum Extract-Piperonyl Butoxide)
SHAMPOO
PARKINSON'S
ORAL ANT/PARKINSON
• COGENTIN Benztropine M esylate
• SINEMET Carbidopa-Levodopa
PHOSPHATE BINDERS
• PHOSLO Calcium Acetate
• RENAGEL (Sevelamer HCI)
PROGESTIN
• PROVERA IMedroxyprogesterone Acetate
RECTAL
• PROCTOZONE-HC CREAM / Hydrocortisone
OTC ANORECTAL
• PREPARATION H OINTMENT,
SUPPOSITORY
I Hemorrhoidal Rectal
SEIZURES
ORAL ANTICONVULSANTS

Valproic Acid
Phenobarbital

• KEPPRA Levetiracetam

• NEURONTIN Gabapentin

• DEPAKOTE Divalproex Sodium Delayed Release

" TEGRETOL Carbamazepine

• TOPAMAX Topiramate

• TRILEPTAL Oxcarbazepine

• LAMICTAL Lamotrigine

Information listed in parentheses is for information only. Medication is not available generic.
Page I 14 NaphCare 2023 Formulary
Updated 3/3/23
 INJECTABLE ANT/CONVULSANTS

I Loca,epam ;nJ
Midazolam HCI inj
STEROIDS
ORAL CORTICOSTEROIDS

I Prednisone
NASAL STEROIDS

• FLONASE I Fluticasone
INJECTABLE ADRENOCORTICAL STEROIDS

Dexamethasone Sodium Phosphate

• KENALOG (Triamcinolone Acetonide)
• DEPO-MEDROL Methylprednisolone Acetate
• SOLU-MEDROL Methylprednisolone Sodium Succ
TOPICAL STEROID / LOW POTENCY

j Hyd rocortisone Cream, Ointment

TOPICAL STEROID/ MID POTENCV
• KENALOG CREAM / Triamcinolone Acetonide
TOPICAL STEROID/ HIGH POTENCY

• DIPROLENE AF CREAM I Betamethasone Di propionate Aug

TOPICAL STEROID/ ULTRA HIGH POTENCY
• TEMOVATE CREAM / Clobetasol Propionate
OTC TOPICAL STEROID

I Hydrocortisone Cream, Ointment

THYROID
HYPOTHYROID/SM
• SYNTHROID / Levothyroxine
HYPERTHYROID/SM
• TAPAZOLE / Methimazole

Information listed in parentheses is for information only. Medication is not available generic.
Page I 15 NaphCare 2023 Formulary
Updated 3/3/23
 I Pro pylthiouracil
HYPERPARA THYROID/SM (CALCIMETICS)

• SENSIPAR I (Cinacalcet)
TOPICALS
OTC TOPICAL ANALGESICS
• EPSOM SALT (Magnesium Sulfate Granules)
• ANALGESIC BALM EXTERNAL
(Menthol-Methyl Salicylate)
CREAM
OTC TOPICAL ANTIBIOTICS
Triple Antibiotic External Ointment (Neomycin-Bacitracin-
• NEOSPORIN ORIGINAL OINTMENT
Polymyxin)
Bacitracin External Ointment
Benzoyl Peroxide Gel
TOPICAL ANT/FUNGALS RX
l Nystatin Cream
I

OTC TOPICAL ANT/FUNGALS

• LOTRIMIN AF CREAM Clotrimazole

• NIZORAL A-D SHAMPOO Ketoconazole
• TINACTIN CREAM, TOlNAFTIN
Tolnaftate
CREAM
Miconazole Nitrate External Cream
OTC PSORIASIS

• ANTI-DAN DRUFF SHAMPOO (Selenium Su lf ide)

• THERAPEUTIC EXTERNAL
(Coal Tar)
SHAMPOO
O TC DISINFECTANTS

I Hydrogen Peroxide Topical Solut ion

OTC KERA TOL YT/CS
• COMPOUND W EXTERNAL GEL I (Salicylic Acid Wart Remover)
OTC POISON IVY
• CALAMINE LOTION I (Calamine/Zinc Oxide)
Information listed in parentheses is for information only. Medication is not available generic.
Page I 16 NaphCare 2023 Formulary
Updated 3/3/23
 OTC SKINCARE
• HYDROCERIN CREAM
• VITAMIN A & D OINTMENT (Lanolin/Petrolatum)
OTC TOPICAL STEROIDS

I Hydrocortisone Cream, Ointment

TRANSPLANT

• CELLCEPT Mycop henolate Mofetil

• PROGRAF Tacrolimus

• IMURAN Azathioprine

• RAPAMUNE Sirolimus
TUBERCULOSIS

I
MYAMBUTOL Ethambut o l

• RIFADIN Rifarn pin

, Isoniazid

I Pyrazinamide
URINARY
j Oxybutynin
URINARY ANALGESICS
• PYRIDIUM I Phenazopyridine
VACCINE
• FLUCELVAX QUADRIVALENT
(Influenza Vaccine)
INTRAMUSCULAR
• TENIVAC (Tetanus-Diphtheria Toxoid Vaccine)
VAEll1-!AL
~ MONISTAT 7 VAGINAL CREAM Miconazole Nitrate Vaginal Cream
Miconazole Nitrate Vaginal Suppository
VIRAL ORAL
•
•
ZOVIRAX
VALCYTE
l Acyclovir
Valganciclovir

Information listed in parentheses is for information only. Medication is not available generic.
Page j 17 NaphCare 2023 Formulary
Updated 3/3/23
 I Amantadine Capsules
VITAMINS AND NUTRITIONAL SUPPLEMENTS
• FOLIC ACID Folic Acid
Potassium Chloride Ext Release
• RENO CAPS (DIALYSIS ONLY) (Vitamin B Complex/Vit C/Folic Acid)
• PREPLUS PRENATAL VITAMIN (Prenatal Plus Vitamin)

Ferrous Sulfate Delayed Release 325 MG Only

INJECTABLE VITAMINS ANO NUTRITIONAL SUPPLEMENTS
• ZEMPLAR (Paricalcitol) (Dialysis Only)
• VENOFER (Iron Sucrose) (Dialysis Only)
OTC VITAMINS ANO NUTRITIONAL SUPPLEMENTS

• VITAMIN B-1 Thiamine

• VITAMIN B-6 Pyri doxine

• VITAMIN B-12 , Cyanocobalamin

• VITAMIN D (D3-Cholecalciferol)

• TUMS Calcium Carbonate Antacid

• CITROMA Magnesium Citrate Oral Soln

Multivitamin
WART REMOVAL
• CONDYLOX EXTERNAL SOLUTION Podofilox
• COMPOUND W EXTERNAL GEL (Salicylic Acid)
MISCELLANEOUS
• FlXODENT COMPLETE DENTAL
AD HESIVE
• STERILE WATER FOR INJ
• SODIUM CHLORIDE INTRAVENOUS
SOLN 0.9%

Information listed in parentheses is for information only. Medication is not available generic.
Page I 18 NaphCare 2023 Formulary
Updated 3/3/23
 EXHIBIT C

STAFFING PATTERNS

Position Title FTE

Health Services Administrator 1.000
Assistant Health Services Administrator 1.000
Administrative Assistant 2.000
Director of Nursin 1.000
Medical Director 1.000
Ph sician 1.000
ARNP/PA 3. 100
RN - Char e 4.200
RN -H&P 5.100
RN - Sick Call 5.200
RN - Intake 2.100
RN - Educator/Infection Control 1.000
RN - Mental Health 1.000
CNA/Scheduler 3.200
LPN - Medication Administration 12.600
LPN - Se re ation Rounds 1.400
LPN - Intake 2.100
LPN - Prebookin 2.100
LPN - Clinic 2.100
Phlebotomist 1.000
Mental Health Director 1.000
Lead MHP 1.000
MHP 7.800
1.000
3.000
Medical Records Clerk 2.000
Discharae Planner 1.000

73
Dentist I .000
Dental Assistant I .000
Phaimacy Technician 1.000
Evenine/Nhzht Shift
RN - Charge 2.1 00
RN - Intake 4.200
RN - Float 2. 100
LPN - Medication Administration 12.600
LPN - Intake 2.100
ARNP/PA 2.100
PTDF Total 98.200
All Facility Total 128.900

Position Title FTE

Director of Nursin 1.000
ARNP/PA 1.400
RN - Chai 2.100
RN - H&P/Sick Call 2. 100
LPN - Med/Detox 6.300
MHP 0.400

RN - Char 2.100
LPN - Med/Detox 6.300
MCC Total 21.700

74
Position Title FTE
ARNP/PA 0.600
RN - Sick Call/Med Housin° 2. 100
LPN - Medication
Administration 2.100
Evenin
RN 2.100
LPN - Medication
Administration 2. 100
CTC Total 9.000

75
 EXHIBITD
DRUG FREE WORKPLACE

[To immediately follow this page.]

76
 DRUG-FREE WORKPLACE POLICY

NaphCare, Inc. (the Company) intends to help provide a safe and drug-free work environment
for our patients, clients and our employees. Our Drug-Free Workplace Po licy was developed
w ith three basic objectives in mind:

1. Employees deserve a work environment that is free from the effects of drugs and the
problems associated with their use;
2. NaphCare has a responsibility to mainta in a healthy and safe workp lace; and
3. To reduce the risk of damage or injury to others.

With these objectives in mind, we have established the fo llowing policy for existing and future
employees of the Company.

POLICY

T he Company explicitly prohibits:

• The use, possession, solic itation for, or sale of narcotics or other illegal drugs, a lcohol, or
prescription medication without a prescription on Company or jail/prison premises or
while performing an assignment.

• Being impaired or under the influence of legal or illegal drugs or alcohol away from the
Company or jail/prison premises, if such impairment or influence adversely affects the
employee's work performance, the safety of the employee or of others, o r puts at risk the
Company's reputation.

• Possession, use, solicitation for, or sale of legal or illegal drugs or alcohol away from the
Company or jail/prison premises, if such activity o r involvement adversely affects the
employee's work performance, the safety of the employee or of others, or puts at risk the
Company's reputation.

• The p resence of any detectable amount of prohibited substances in the employee's system
while at work, while on the premises of the company a ja il/prison and/or or its customers,
or w hile on company business. "Prohibited substances" include illegal drugs, alcohol, or
prescription drugs not taken in accordance w ith a prescription given to the employee.

The Company will conduct drug and/or alcoh ol testing under any of the following
circumstances:

• PRE-EMPLOYMENT T ESTING: Employees seeking employment w ith the Company

will undergo a urine and/or oral fluid specimen drug screen as part of the Company' s pre-
hire process.
 DRUG-FREE WORKPLACE POLICY

• FOR-C AUSE TESTING: The Company m ay ask an employee to submit to a drug and/or
alco ho l test at any time it feels that the employee may be under the influence of drugs or
alcohol, including, but not limited to, the fo llow ing c ircumstances: evi dence of drugs or
alcohol on or about the employee's person or in the employee's v icinity, unusual conduct
on the employee's part that suggests impairment or influence of drugs or alcohol,
negative perfo rmance patterns, or excessive and unexpla ined absenteeism o r tardiness.

• POST-ACCIDENT TESTING: Any employee involved in an on-the-j ob accident or

injury under circumstances that suggest poss ible use or influence of drugs or alcohol in
the accident or inj ury event may be asked to submit to a drug and/or alcoho l test.
" Invo lved in an on-the-jo b accident or inj ury" means not only the one who was or cou ld
have been injured, but also any employee w ho potentia lly contributed to the accident or
injury event in any way.

If an employee is tested for drugs or alcoho l outs ide of the employm ent context and the results
ind icate a violation of this policy, or if an emp loyee refuses a request to s ubmit to testing under
this po licy, the employee may be subj ect to appropriate disciplinary action, up to and possibly
inc luding termination of employment. In such a case, the employee w ill be g iven an opportunity
to explain the circumstances pri or to any fina l e mploym ent action becoming effective.

*Contractor agrees to adhere to any drug-free workplace program requ irements under Florida law.
2
 EXHIBITE
INDEMNIFICATION

Contractor ("Contractor" or "Indemnifying Party") shall hold harmless, indemnify, and

defend the City of Jacksonville and City's members, officers, officials, employees and agents
(collectively the "Indemnified Parties") from and against, without limitation, any and all claims,
suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of
whatsoever kind or nature, which may be incurred by, charged to or recovered from any of the
foregoing Indemnified Patties for:

1. General Tort Liability, for any negligent act, error or omission, recklessness, deliberate
indifference or intentionally wrongful conduct on the part of the Indemnifying Party that causes
injury (whether mental or cmporeal) to persons (including death) or damage to property, whether
arising out of or incidental to the Indemnifying Party's performance of the Contract, operations,
services or work performed hereunder. Contractor's defense and indemnity obligations under this
Agreement shall not extend to any allegations regarding or liability caused by the sole negligence
or wrongful act or omission of any of the above-defined Indemnified Parties, pprovided that, there
is a judgment or holding by a court of law with appropriate jurisdiction that the loss in question
was the result of the "sole" negligence of the indemnified party. Contractor will have no obligation
to indemnify, defend and hold harmless the above-defined Indemnified Parties for any injury or
damage cause by or resulting from: the City, its employees or agents preventing an inmate from
receiving medical care ordered by Contractor or its agents; failure by the City, its employees or
agents to exercise good judgment in promptly presenting an ill or injured inmate to Contractor for
treatment; and allegations based on the City's policies, training or duties; and

2. Environmental Liability, to the extent this Contract contemplates environmental

exposures, arising from or in connection with any environmental, health and safety liabilities,
claims, citations, clean-up or damages whether arising out of or relating to the operation or other
activities performed in connection with the Contract; and

3. Intellectual Property Liability, to the extent this Contract contemplates intellectual

property exposures, arising directly or indirectly out of any allegation that the Services, any
product generated by the Services, or any part of the Services as contemplated in this Contract,
constitutes an infringement of any copyright, patent, trade secret or any other intellectual prope1iy
right. If in any suit or proceeding, the Services, or any product generated by the Services, is held
to constitute an infringement and its use is permanently enjoined, the Indemnifying Party shall,
immediately, make every reasonable effort to secure within 60 days, for the Indemnified Patties a
license, authorizing the continued use of the Service or product. If the Indemnifying Party fails to
secure such a license for the Indemnified Parties, then the Indemnifying Party shall replace the
Service or product with a non-infringing Service or product or modify such Service or product in
a way satisfactory to JSO, so that the Service or product is non-infringing; and

4. Violation of Laws, including without limitation, any and all claims, suits, demands,
judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all costs for

77
investigation and defense thereof including, but not limited to, court costs, reasonable expert
witness fees and attorney fees) arising from or based upon the violation of the Governing
Standards, including the Florida Model Jail Standards, and other federal, state, or municipal laws,
statutes, resolutions, rules or regulations, by the Indemnifying Party or those under their control.

If an Indemnified Party exercises its rights under this Contract, the Indemnified Party will (1)
provide reasonable notice to the Indemnifying Party of the applicable claim or liability, and (2)
allow Indemnifying Paiiy, at their own expense, to paiiicipate in the litigation of such claim or
liability to protect their interests. The scope and terms of the indemnity obligations herein
described are separate and apart from, and shall not be limited by any insurance provided
pursuant to the Contract or otherwise. Such terms of indemnity shall survive the expiration
or termination of the Contract.

In the event that any portion of the scope or terms of this indemnity is in derogation of Section
725.06 or 725.08 of the Florida Statutes, all other te1ms of this indemnity shall remain in full force
and effect. Fmiher, any term which offends Section 725.06 or 725.08 of the Florida Statutes will
be modified to comply with said statutes.

78
 EXHIBITF
INSURANCE REQUIREMENTS

Without limiting its liability under this Contract, Contractor shall at all times during the te1m of
this Contract procure prior to commencement of work and maintain at its sole expense during the
life of this Contract (and Contractor shall require its, subcontractors, laborers, materialmen and
suppliers to provide, as applicable), insurance of the types and limits not less than amounts stated
below: ·

Insurance Coverages

Schedule Limits

Worker's Compensation Florida Statutory Coverage

Employer's Liability $ 1,000,000 Each Accident
$ 1,000,000 Disease Policy Limit
$ 1,000,000 Each Employee/Disease

This insurance shall cover the Contractor (and, to the extent they are not othe1wise insured, its
subcontractors) for those sources of liability which would be covered by the latest edition of the
standard Workers' Compensation policy, as filed for use in the State of Florida by the National
Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the
Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are
required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI
filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for
the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the
Federal Employers' Liability Act, USL&H and Jones, and any other applicable federal or state
law.

Commercial General Liability $ 3,000,000 General Aggregate

$ 1,000,000 Personal/Advertising Injury
$ 1,000,000 Each Occun-ence
$ 50,000 Fire Damage

Such insurance shall be no more restrictive than that provided by the most recent version of the
standard Commercial General Liability Form (ISO F01m CG 00 01) as filed for use in the State of
Florida without any restrictive endorsements other than those reasonably required by the City's
Office of Insurance and Risk Management. An Excess Liability policy or Umbrella policy can be
used to satisfy the above limits.

Automobile Liability $ 1,000,000 Combined Single Limit

(Coverage for all automobiles, owned, hired or non-owned used in performance of the Contract)

Such insurance shall be no more restrictive than that provided by the most recent version of the

79
standard Business Auto Coverage Form (ISO Form CA000I) as filed for use in the State of Florida
without any restrictive endorsements other than those which are required by the State of Florida,
or equivalent manuscript form, must be attached to the policy equivalent endorsement as filed with
ISO (i.e., mandatory endorsement).

Professional Liability $ 1,000,000 per Claim

(Including Medical Malpractice when applicable) $ 3,000,000 Aggregate

Any entity hired to perform professional services as a part of this contract shall maintain
professional liability coverage on an Occurrence Fonn or a Claims Made Form with a retroactive
date to at least the first date of this Contract and with a five year repmting option beyond the annual
expiration date of the policy.

Cyber Liability & Data Storage $ 1,000,000 per Claim and Aggregate

Such insurance shall be on a fonn acceptable to the City and shall cover, at a minimum, the
following:

Data Loss and System Damage Liability (when applicable)

Security Liability
• Privacy Liability
• Privacy/Security Breach Response Coverage, including Notification Expenses

Such Cyber Liability coverage must be provided on an Occurrence Form or, if on a Claims Made
Form, the retroactive date must be no later than the first date of this Contract and such claims-
made coverage must respond to all claims repo1ted within three years following the period for
which coverage is required and which would have been covered had the coverage been on an
occurrence basis.

The Cyber Liability coverage may be included as part of the Professional Liability coverage
required above.

Additional Insurance Provisions

A. Certificates of Insurance. Contractor shall provide the City Ce11ificates of Insurance that
shows the corresponding City Contract Number in the Description (if known) Additional
Insureds as provided above and waivers of subrogation. The ce11ificates of insurance shall be
mailed to the City of Jacksonville (Attention: Chief of Risk Management), 117 W. Duval
Street, Suite 335, Jacksonville, Florida 32202.

B. Additional Insured. All insurance except Worker's Compensation and Professional Liability
shall be endorsed to name the City of Jacksonville and City's members, officials, officers,
employees and agents as Additional Insured. Additional Insured for General Liability shall be

80
 in a form no more restrictive than CG2026 , Automobile Liability CA2048.

C. Waiver of Subrogation. All required insurance policies shall be endorsed to provide for a
waiver of underwriter's rights of subrogation in favor of the City of Jacksonville and its
members, officials, officers employees and agents.

D. Contractor's Insurance Primary. The insurance provided by the Contractor shall apply on a
primary basis to, and shall not require contribution from, any other insurance or self-insurance
maintained by the City or any City members, officials, officers, employees and agents.

E. Deductible or Self-Insured Retention Provisions. All deductibles and self-insured retentions

associated with coverages required for compliance with this Contract shall remain the sole and
exclusive responsibility of the named insured Contractor. Under no circumstances will the
City of Jacksonville and its members, officers, directors, employees, representatives, and
agents be responsible for paying any deductible or self-insured retentions related to this
Contract.

F. Contractor's Insurance Additional Remedy. Compliance with the insurance requirements of

this Contract shall not limit the liability of the Contractor or its Subcontractors, employees or
agents to the City or others. Any remedy provided to City or City's members, officials,
officers, employees or agents shall be in addition to and not in lieu of any other remedy
available under this Contract or otherwise.

G. Waiver/Estoppel. Neither approval by City nor failure to disapprove the insurance furnished
by Contractor shall relieve Contractor of Contractor's full responsibility to provide insurance
as required under this Contract.

H. Canier Qualifications. The above insurance shall be written by an insurer holding a cmTent
certificate of authority pursuant to chapter 624, Florida State or a company that is declared as
an approved Surplus Lines carrier under Chapter 626 Florida Statutes. Such Insurance shall
be written by an insurer with an A.M. Best Rating of A- VII or better.

I. Notice. The Contractor shall provide an endorsement issued by the insurer to provide the City
thirty (30) days prior written notice of any change in the above insurance coverage limits or
cancellation, including expiration or non-renewal. If such endorsement is not provided, the
Contractor, as applicable, shall provide said a thirty (30) days written notice of any change in
the above coverages or limits, coverage being suspended, voided, cancelled, including
expiration or non-renewal.

J. Survival. Anything to the contrary notwithstanding, the liabilities of the Contractor under this
Contract shall survive and not be terminated, reduced or otherwise limited by any expiration
or termination of insurance coverage.

K. Additional Insurance. Depending upon the nature of any aspect of any project and its
accompanying exposures and liabilities, the City may reasonably require additional insurance
coverages in amounts responsive to those liabilities, which may or may not require that the

81
 City also be named as an additional insured. JSO shall promptly reimburse Contractor the
actual costs for any requested additional insurance coverages.

L. Special Provisions. Prior to executing this Agreement, Contractor shall present this Contract
and Exhibit E & F to its Insurance Agent affoming: I) That the Agent has personally
reviewed the insurance requirements of the Contract Documents, and (2) That the Agent is
capable (has proper market access) to provide the coverages and limits of liability required on
behalf of Contractor.

82
 EXHIBIT G
DATA SECURITY REQUIREMENTS

In performing the Services under this Agreement, Contractor will have access to certain personal
information as well as other confidential information including confidential business inf01mation
of JSO, and must safeguard such information in accordance with the requirements set forth in this
Exhibit G.

1. PROTECTED INFORMATION DEFINED

1.1. This Exhibit G shall apply to inf01mation that is accessed, created, received, maintained,
processed, modified, used, disclosed or destroyed in connection with the Services by the
Contractor, in whatever fom1 including but not limited to paper, electronic or oral, that is (a)
individually identifiable information about individuals, including but not limited to any
individually identifiable health or financial inf01mation, (b) other confidential or proprieta1y
information concerning JSO, and (c) marked or otherwise designated in writing as confidential or
would appear to a reasonably prndent person to be non-public, confidential or proprietary in nature
("Protected Information").

1.2. All of JSO's Protected Information shall remain the sole and exclusive property of JSO.

1.3. As used herein, Protected Infonnation does not include inf01mation that (i) was publicly
known through no unauthorized act of the Contractor, or otherwise known to the Contractor
without an obligation of confidentiality, at the time of disclosure, (ii) subsequently becomes
publicly known through no unauthorized act or omission of the Contractor, (iii) rightfully received
from a third pai1y without a11 obligation of confidentiality; or (iv) independently developed by the
Contractor without the use of the Protected Inf01mation.

2. LIMITATIONS ON ACCESS, USE AND DISCLOSURE OF PROTECTED

INFORMATION

2.1. The Contractor shall maintain any Protected Information in confidence to be used solely
for pmposes of conducting Services.

2.2. The Contractor shall ensure that, except as required by law, Protected Info1mation will be
accessed, created, received, maintained, processed, modified, used, disclosed or destroyed by only
Contractor's employees, officers, subcontractors, independent contractors or agents and solely as
necessaiy and appropriate to perform the Services.

2.3. In the event access to Protected Information to perform the Services requires access to
JSO's computer network, Contractor shall:

• Permit access only to Authorized Pai1ies and no other persons. (As used herein: (i)
"Authorized Party" means an employee or Affiliate of the Contractor or a third party

83
 engaged by Contractor who has a need to know or otherwise access Protected Info1mation
to enable Contractor to perform its obligations under this Agreement, and who is bound in
writing as provided in Section 2.4 below, and (ii) "Affiliate" of any specified person means
and includes any other person or entity directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified person. For purposes of this
definition, "control," "controlling," and "controlled," when used with respect to such other
person means the power to direct the management and policies of such other person,
directly or indirectly, whether through the ownership of voting securities, by contract, or
otherwise.)
Be responsible for any unauthorized access to JSO's computer network by
Contractor's employees, affiliates, or third paity contractors.
• Not knowingly introduce any viruses, w01ms, time bombs, time Jocks, drop dead
devices, traps, access codes, trap door devices, or any other malicious software that is
designed to disrupt, disable, erase, alter, hann, or othe1wise impair JSO, JSO information
available through the computer network, or JSO's computer network.
• Maintain the confidentiality of access credentials to JSO computer network.
• Promptly notify JSO of any actual or potential loss, disclosure, or unauthorized
access of access credentials to JSO computer network or any JSO information available
through the computer network.

2.4. Contractor will not, directly or indirectly, disclose Protected Information to a third party
(subcontractor, independent contractor, agent, etc.) without express written consent from JSO
unless and to the extent required by Jaw enforcement or govennnent bodies or as otherwise to the
extent expressly required by applicable Jaw or regulations or in the Agreement; provided, however,
that in the event such information is requested by a law enforcement authority or govennnental
authority (or is required to be divulged by law or regulation) Contractor shall give advance notice
of such disclosure requirement to JSO and shall give JSO a reasonable opportunity to object to and
contest such disclosure, including by seeking a protective order or other appropriate remedy. In
the event Contractor is pe1mitted hereunder to disclose Protected Infonnation to a third paity, the
Contractor must obtain the written agreement from such third party agreeing to be subject to the
same tenns, conditions, protections, and limitations with respect to Protected Information
contained in this Exhibit G, and Contractor shall remain liable to JSO for the actions and omissions
of the third party concerning the treatment of the Protected Infonnation, in accordance with the
terms herein.

2.5. Contractor will not use, sell, rent, transfer, barter, exchange, assign, distribute, or otherwise
process or make available Protected Infonnation for Contractor's own pmposes or for the benefit
of anyone other than JSO without JSO's express written consent.

2.6. In the case of individually identifiable health information subject to the privacy regulations
issued under the Health Insurance Portability and Accountability Act of I 996 (HIPAA), as
amended, that is accessed, created or received by Contractor on behalf of JSO, Contractor will be
subject to the tern1s of the Business Associate Agreement entered into between the parties and
incorporated herein by reference.

84
2.7. In the event Protected lnfmmation or protected health information under HIPAA is
accessed, created or received by Contractor on behalf of JSO and pursuant to an authorization,
such information may be used or further disclosed only as specifically set forth in such
authorization.

2.8. Except as directed by JSO in writing or as required under Section 6.2 below, Contractor
may not modify or destroy any Protected Information. In the event Contractor is permitted to
destroy Protected Information under this Attachment, Contractor shall bum, pulverize, or shred
papers or destroy or erase electronic files or media so that the information on such papers, files,
and media cannot be read or reconstrncted as per industry accepted frameworks such as NIST
Special Publication 800-53 or ISO/IEC 27000.

3. REASONABLE SAFEGUARDS.

3. I. Contractor shall use appropriate safeguards to prevent any access, use, modification,
disclosure or destrnction of Protected Information other than as pe1mitted under this Exhibit G,
which shall include but not be limited to administrative, physical and technical safeguards as
necessary and appropriate to protect the confidentiality, security, integrity and availability of
Protected Info1mation, and which shall be no less rigorous than accepted industry practices (such
as ISO 27002, ITIL or COBIT or other industry standards of information security). Such
safeguards shall include, without limitation, all of the following:

• a high level member of management with responsibility for safeguarding of

Protected Information;
• periodic risk assessments (no less frequently than annually) for appropriateness of
safeguards and make appropriate modifications;
• information systems authentication and access controls;
data breach response protocol;
• securing physical facilities, data centers, servers, back-up systems and computing
equipment, including, but not limited to, encryption and password protection for all mobile
devices and other equipment with information storage capability to the extent technically
feasible;
• network, device application, database and platform security;
• encryption of Protected Information at rest and in transit;
• authentication and access controls within media, applications, operating systems
and equipment;
• disaster recovery and business continuity protocols;
• securing all paper files;
securing transmission, storage and disposal of Protected Information;
• personnel security and integrity measures including, but not limited to, background
checks consistent with applicable law;
• conducting external and internal penetration testing and vulnerability scans and
promptly implementing, at Contractor's sole cost and expense, a corrective action plan to

85
 c01rect the issues that are rep01ted as a result of the testing;
conducting and documenting training for all employees and other workforce
members who will have access to Protected Information; and
• access controls, including logging of all access and exfiltration, and retention of
such access control logs for a period of no less than one ( 1) year.

3.2. A "Breach of Protected Information" shall mean (i) any act or omission that materially
compromises either Personal Info1mation or the physical, technical, administrative, or
organizational safeguards put in place by Contractor (or its agents or subcontractors), or by JSO
should Contractor have access to JSO's systems, that relate to the protection of Personal
Information, (ii) any unauthorized access, uses, disclosure, modification, or destruction of
Protected Inf01mation known to Contractor whether or not hmm is likely to result from the Breach,
or (iii) receipt of a complaint in relation to the privacy practices of Contractor. Contractor shall
repo11 a Breach of Protected Inf01mation to JSO without unreasonable delay but not later than 24
hours after becoming aware of the Breach of Protected Info1mation. Contractor shall provide such
repo11 by e-mailing the City's Information Security Officer with a read receipt with a copy to JSO
under the notice provisions of this Exhibit G. In the event of a Breach of Protected Infonnation,
the Contractor shall (i) shall not infonn any third party of any Breach of Protected Inf01mation
without first obtaining JSO's prior written consent; (ii) provide JSO with the name and contact
information for an employee of Contractor who shall serve as JSO's primary contact and shall be
available to assist JSO at all times in resolving obligations associated with a Breach of Protected
Information; (iii) abide by JSO's determination concerning whether a reportable breach has
occurred under applicable law and the steps necessary to comply with the notice requirements,
including the content of the notices; and (iv) comply with all reasonable requests to assist in the
investigation and mitigation of the Breach of Protected Information, including pennitting access
by JSO personnel and or its designees to Contractor's affected facilities and personnel and records
involved in the matter, cooperating with JSO in any litigation or other formal action against third
parties deemed necessary by JSO to protect its rights, and using its best eff01ts to prevent a
recurrence of any such Breach.

4. INDEMNIFICATION, DEFEND AND HOLD HARMLESS

Notwithstanding any provision in this Agreement to the contrary, the Contractor shall indemnify,
defend and hold harmless JSO, its affiliates, members, directors, officers and employees ("JSO
Indemnified Person") from and against any and all claims, suits, causes of action, inquiries,
investigations, proceedings (a "Claim"), and the resulting damages, fees, costs, penalties,
resolutions, assessments, losses, liabilities, or judgments (including reasonable attorneys' fees)
which may be imposed on or incurred by or instituted against any such JSO Indemnified Person
relating to or arising out of: (a) any access, use, disclosure, modification, or destruction of
Protected Information that is not permitted under this Exhibit G or applicable law; or (b)
Contractor's breach of this Exhibit G; provided, that the Contractor will not be liable under this
section to the extent any losses are dete,mined, in a final judgment by a court, not subject to further
appeal, to have resulted primarily from the gross negligence, willful misconduct or bad faith of
such JSO Indemnified Person. Contractor's obligations under this section extend to its acts and

86
omissions, as well as the acts and omissions of Contractor's employees, officers, subcontractors,
independent contractors, or agents.

JSO Indemnified Person shall provide Contractor with prompt written notice of the existence of
any Claim; non-financial assistance at Contractor's request and expense to the extent reasonably
necessary for the defense of such Claim; and control over the defense or settlement of such Claim,
provided that no settlement requiring any financial payment from JSO Indemnified Person,
admission of liability by JSO Indemnified Person, or equitable or injunctive relief shall be made
without JSO Indemnified Person's prior written consent. lndemnitee shall have the right to
participate in the defense of any such Claim at its expense and through counsel of its choosing.

5. TERM, TERMINATION AND RETURN OF PROTECTED INFORMATION

5.1. The duties and obligations under this Exhibit G shall commence as of the Implementation
Date (or, if earlier, the first date any Protected Inf01mation was provided to Contractor), and shall
terminate upon the earlier of the termination of this Agreement or the date the Contractor no longer
maintains or has access to any Protected Information; provided, however, Section 5 shall survive
the te1mination of this Agreement and this Exhibit G, and Sections I through 4 of this Exhibit G
shall survive so long as the Contractor retains any Protected Information.

5.2. Upon te1mination of the Agreement for any purpose, Contractor shall return to JSO or
destroy all Protected Information in its possession that is not necessary to perform any remaining
services under the Agreement. Contractor will contact JSO to detennine whether the Protected
Info1mation (regardless of how stored by Contractor) must be: (a) returned to JSO; or (b)
destroyed. This provision shall apply to Protected Inf01mation that is in the possession of
subcontractors, independent contractors or agents of Contractor. Except as otherwise agreed to by
the Parties, Contractor shall retain no copies of Protected Infonnation. In the event that JSO does
not respond to such inquiry within sixty (60) days of receipt thereof, Contractor shall destroy all
such Protected Info1mation in its possession. Notwithstanding the foregoing, Contractor may retain
a copy of such Protected Inf01mation as Contractor is required to retain for its regulat01y purposes
(but only the Protected Info1mation necessary for compliance and only for as long as it is so
required), provided that such copy must be safeguarded by Contractor consistent with the terms of
this Exhibit G. At such time as the Protected Information is no longer required to be maintained
by Consultant for its regulatory purposes, Contractor shall destroy said information.

6. COMPLIANCE OVERSIGHT

Upon JSO's request, Contractor shall grant JSO, or a third party on JSO's behalf, pe1mission to
perform (at JSO's cost) an assessment, audit, examination, or review of controls in Contractor's
environment in relation to the Protected Info1mation being accessed, created, received, maintained,
processed, modified, used, disclosed or destroyed in connection with the Services. Contractor
shall fully cooperate with such assessment by providing access to knowledgeable personnel,
physical premises, documentation, infrastructure, and application software that processes
Protected Information for JSO pursuant to the Exhibit G. Any assessment, audit, examination, or

87
review of controls under this Section 7 must be preceded by reasonable prior written notice of the
audit and shall be designed to assess compliance with applicable law and this Exhibit G.

Upon JSO's request, Contractor shall promptly and accurately complete an information security
questionnaire provided by JSO or a third party on JSO's behalfregarding Contractor's environment
in relation to the Protected Information being accessed, created, received, maintained, processed,
modified, used, disclosed or destroyed in connection with the Services, JSO computer networks
accessed, and/or services being provided to confinn compliance with the Exhibit G, as well as any
applicable laws, regulations, and industry standards. Contractor shall fully cooperate with such
inquiry. JSO shall treat the information provided by Contractor in the security questionnaire as
confidential.

Upon JSO's request, Contractor shall provide JSO with the results of any audit perfmmed that
assesses the effectiveness of Contractor's information security program as relevant to the security
and confidentiality of Protected Infonnation processed or JSO computer networks accessed during
the course of this Agreement. Contractor acknowledges that any such results are not intended and
do not provide a basis to conclude that Contractor is compliant with any pa11icular provision of
this Exhibit G or applicable Jaw.

EXHIBITH
ADDITIONAL SERVICES

Contractor shall provide the following additional Services during the Agreement te1m as
described below:

1) STATCare 24/7 Telehealth. Contractor shall provide STATCare via 24/7 Telehealth
services. STATCare is Contractor's centralized team of advanced care practitioners who
are available 24/7 to support onsite clinicians. STATCare is a unique service provided
exclusively by Contractor and is unmatched across the industly. The STATCare team
supplements onsite clinical team, adding a robust layer of oversight and quality patient
care. Contractor shall use Tech Care in the provision of Services. Through TechCare, the
STATCare team has real-time access to a patient's complete medical record, allowing for
quick decision-making and follow-up on orders. Onsite providers can easily access and
review orders placed by STATCare in TechCare. Providers may choose to continue,
change or discontinue any orders, as they deem necessary.

For JSO, STATCare shall be available to initiate medications, treatment orders,

referrals and withdrawal management protocols for an added layer of support at
MCC and CTC. STATCare shall also be available to provide on-call coverage when a
provider is not available. For the first 90 days of the contract, STATCare will review
Receiving Screenings with periodic audits thereafter, to ensure continued clinical quality.

88
2) Advanced Protocols for Managing Withdrawal and Substance Use Disorders and
Medication Assisted Treatment for Patients with Opioid Use Disorder. The opioid
crisis and the high rates of substance use disorders among the incarcerated population
impose increased risks and liability on local governments and correctional healthcare
providers. Contractor agrees to reduce JSO's liability and risk by providing advanced,
community standard substance use disorder treatment. Contractor's approach to managing
drug and alcohol withdrawal shall include pioneering work on a protocol using a taper of
buprenorphine to reduce the risks and symptoms associated with opioid withdrawal.

Contractor is also an industly leader in implementing in-jail Medication Assisted

Treatment (MAT) programs. Contractor will provide for continuation of MAT
medications as clinically appropriate for patients entering the JSO on MAT treatment, will
promptly commence MAT treatment for pregnant patients with an Opioid Use Disorder,
and will work with community resources to provide for a smooth transition to the
community.

3) Community Partnerships for Successful Re-entry. Contractor shall prepare Inmates for
safe and healthy re-entry to the community beginning at Inmate intake. Contractor shall
partner with organizations who work collaboratively with Contractor's onsite medical and
mental health teams to supplement and expand Contractor's programming, as well as
connect Inmates with education and community resources.

4) Beginning at intake, every patient interaction is focused on preparation for

community re-entry. Contractor shall use intake assessment data for planning treatment
and to formulate re-entry plans and set achievable re-entry goals for Inmates that match the
abilities and needs of each resident. For example, knowing the intellectual and cognitive
abilities of residents can help identify work/training opportunities available through
community partners that realistically match an individual's skillset, which in turn promotes
successful community re-entry and desistance from criminogenic lifestyles.

5) Patient Navigators. Contractor shall implement Utilization Management in providing the

Services during the Agreement term. Utilization Management is a vital Contractor service
through which Contractor review, authorize, and track offsite care, allowing us to ensure
that all care provided offsite is medically necessary and that onsite care is prioritized to
reduce patient transports and inpatient stays when possible. Contractor's corporate team of
Utilization Management (UM) nurses shall constantly monitor and assess medical trends
to prioritize onsite care and minimize time and costs associated with officer transport
during the Agreement term.

89
 ADMINISTRATIVE AWARD
BID No.: POA-70624-23

DESCRIPTION OF GOODS/SERVICES:
Rec ommend approval of award to Naphcare, Inc., for Inmate Health Care Services
for the Department of Corrections. Period of service is for three (3) years from
September 1, 2023 through August 3 1, 2026 with two (2) one ( 1) year renewal
options. Total award expenditure not-to-exceed $66, 175,908.60.

FUNDING SOURCE: 00111.561102.534100.000000.00000547 .00000.0000000, to be

encumbered by Purchase Order Release(s)

FOR AGENCY /DEPARTMENT: Jacksonville Sheriff's Office

REQUISITION NUMBER: N/A

NUMBER FIRMS SOLICITED: N/A NUMBER FIRMS BIDDING: N/A

REASON FOR LESS THAN REQUIRED MINIMUM SOLICITATION/QUOTATION :

Exemption under Proc urement Code Section 126. 107 (c) - Health services involving
examination. diagnosis, treatment. prevention, medical c onsultation. o r
administration.

RECOMMEND AWARD TO: Naphcare, Inc.

CONCURRENCE BY: Tommy Morris. Director of Corrections

PRICE: $66,175,908.60 TERMS: Net 30

REASON FOR NOT ACCEPTING LOW BID: N/ A

~ ~-Jk~
Olive Wallace-Cohen
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M~7i; _;chasing Service,
DatJ I. I -
 Contract Purchase Agreement POA-70624-23

Aqreement POA-70624-23
Aqreement Date 18-JU L-2023
Revision 0
Aareement Amount 66,1 75,908.60 USO
Solicitation Number POA-70624-23

Sold To City of Jacksonville

117 West Duval Street 2 90 Co lumbian a Road
Suite 375 Suite 4 00

L
JACKSONVILLE, FL 32202 VESTAVfA , ALABAMA 352 16
us
Notes

Pa>'.ment Terms FOB _ _ __...,,...

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Start Date ..11..E
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31-Aug-2023 30-Aug-2026 Olive Wa llace Cohen
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This Order is subject to the General Conditions attached here to. Approved by Dustin L. Freeman, Chief of Procu rement Division
Manufacturer's Federal excise tax exempt no 59-89-0120K
Florida State sales and use tax exemption no. 85-801262 1607C-8