HomeMy WebLinkAboutGuaranteed Returns - ContractMMCAP Contract #MMS2S015.
STATE OF MINNESOTA
DEPARTMENT OF ADMINISTRATION
MINNESOTA MULTISTATE CONTRACTING ALLIANCE FOR PHARMACY
PHARMACEUTICALS RETURNED. GOODS SERVICES CONTRACT
This contract is between the State of Minnesota, acting through its Commissioner of Administration on behalf of
Minnesota Multistate Contracting Alliance for Pharmacy (`'State" or "MMCAP") and Guaranteed Returns,100 Colin
Drive, Holbrook, NY 11741("Vendor").
Recitals
1.. Under Minn. Stat. § 15.061.and Minn. Stat. §16C.03 the State is empowered to engage such assistance as deemed
necessary.
2. MMCAP is agroup purchasing organization which contracts for pharmaceuticals for its members' use. Participation
in MMCAP is limited to facilities Within member states that are specifically permitted by the member state's statutes
to purchase goods from the member state's contracts. Participation is generally available to facilities runby state
facilities, cities, townships, and counties.
3. The Vendor wishes to contract with MMCAP to supply pharmaceuticals returns services according to all applicable
federal and state laws, to all current and future participating MMCAP members; and
4. The Vendor represents that it is duly qualified and agrees to perform all services :described in this contract to the
satisfaction of the State.
Definitions
Vendor: Guaranteed Returns, a commercial entity, engaging in the provision ofreverse;distribution of pharmaceuticals
for purposes of obtaining monetaryretuin to the member facility from the manufacturer of the product. Vendor also
classifies any non -creditable pharmaceutical according to applicable federal, state and local pharmaceutical waste disposal
rules and regulations and SOW.
MMCAP Members: Alt participating MMCAP member facilities regardless of the meniber's geographic location or
practice type and any new MMCAP member facilities joining MMCAP during the contracted period.
Contract Terms & Conditions
1 ' Terni of Contract
1.1
Effective date: November1, 2008, or the date the State obtains all required signatures under Minnesota Statutes
Section 16C.05, subdivision 2, whichever is later.
The Vendor must' not begin work under this contract until this contract is fully executed and the Vendor
leas been notified by the State:to begin the worlc.
1.2Expiration date:November 1, 2010, or until all obligations have been satisfactorily fulfilled, whichever occurs
first with the option to extend an additional 3 years in one (1) year increments as determined solely by the
State.
1.3. Survival of Tennis. The following clauses survive the expiration or cancellation of this contract: 9 Liability; 10
State Audits; 11 Government Data Practices and Intellectual .Property; 13 Publicity and Endorsement; 14.
Governing Law, Jurisdiction, and Venue; and 16Data Disclosure.
2 Scope of Work
The Vendor, who is not a state employee, will:
Perform the tasks in the attached Scope of Work Specifications which shall hereby be"incorporated into this.
contract ("SOW"). Performance shall start immediately upon full execution of ihrs contract. Should the Vendor
fail to commence work at the agreed upon time, Ivl.�'VICAP..upon five (5) days written notice to the Vendor, the
State reserves the right to terminate the contract,
MMCAP Contract #MMS28095
3 Time
The Vendor must comply with all the time requirements described in this contract. In the performance of this
contract, time is of the. essence.
4 Consideration and Payment
4.1 Consideration.
The State will pay for all services performed by -the Vendor under this contract as follows:
(A) Compensation. The Vendor will by paid in accordance with the provisions contained in the SOW.
(B) Tolal Ob1igntiont. The. State has no directcompensation and reimbursements to the Vendor under this
contract.
(C) Orders Purchase orders isstied by MMCAPparticipating facilities shall constitute a binding contract with
Vendor. MMCAP requires that there will be no'mhumum order requirements or charges'to process an
individual prrchase order of service request unless otherwise stated in the special terms.. There may be no
minhnum invoice.
(D)
MMCAPAdministrative Fee. Oil a quarterly basis, the Vendor mustreturnto MMCAP. an administrative
fee of 3% of the total actual credit returned d"ui mg that quarter (not the Estimated Return Value). The fee is
in consideration: for assisting with the cost of administering the Contract. The administration fee will be
remitted to MMCAP within thirty (30) days of the end of the quarter. The quarter periods are January 1 to
March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of given year. The
Vendor must provide a report detailing thetotalcredit. to all MMCAP members. The report must be
submitted with the check on or before the required thirty (30) days after the end of the quarter.
(E)
(F)
MMCAP Contract itMMS28015
•Vendor's Service fee to 11111ICAP members. Service fees and all prices shall be firin for the term of the
contact .The service fee is an all-inclusive percent, based on actual credits received from The manufacturer
and will be deducted from the lump sum credit being Issued to the MMCAP member's wholesaler account
as further described In the SOW; Section-13. All service fees apply to both products eligible and not eligible
for credit. There Will be no additional fees or charges except as set forth below and/or has furthee detailed.
in the attached SOW including but not limited to the destruction- of pharmaceutical hazardous material,
inventory of nonreturnable waste, papeivddc,-postal to manufacturers and/or to Vendors shipping to
processing center, handling, destruction ofcontrolled substance, incineration, customer service, reporting
waste, waste tracking, shipping carol*, shipping -to manufacturer, ship.ment of non retumable's back to
customer, preparation and DEA Form 222 fee, DEA Form 41 fee, emergency preparedness fees,
pharmaceutical hazardous waste disposal fees, fees for distributor handling charges, processing non
-
creditable products.
PERVjcg.FgE4r.,.... '
.:.,.•:-;:'::::
:R.g13PENT..-:.:::.,
OFF-S1TE SERVICE FEE.
5.7 %
ON -SITE SERVICE FEE
7.2 %
FREIGHT CHARGE
included in service fee
HAZARDOUS MATERIAL FEES
Included in service fee
•DISPOSAL FEES ,
see the SOW, Section 20
LICENSE FEES FOR SOFTWARE
and ACCESS TO GUARANTEED
RETURNS WEBSITE
Included In the service fee
Shipping FeeS
included in the service fee
Shipping to Manufacture Fees
included in the service fee
Emergency Preparedness Fees
included in the service fee
Special Charges for Physician
Samples
included in the service fee
*Guaranteed Returns must provide reporting to MMCAP Oil a pronttify basis of ell disposalfee's billed at stockpiling
dIsposetrates In 8 format end content to be conveyed by MMCAP,
Credit Pecreases. .During the life of the contract, any or all temporary credit reductions, promotional
offers, introductory credit, or any other offers or promotions that provide credit higher than or discounts
lower than those stated in the contract, must be given immediately to the MMCAP participating facilities
eligible to receive service from the contract. Invoices or credits for goods shipped or services performed
during the decrease, or promotien, must immediately reflect such changes.
Trans'Porto lien. All prices must be FOB Destination, prepaid and allowed (with freightincluded in the
price), from the MMCAP participating facilities receiving dock orpharmacy unless otherwise stated in the
SOW Price reductions must be passed on immediately to MMCAP whenever they become effective.
5 'Conditions of Payment
All services provided by the Vendor under this contract must be performed to the State's satisfaction, as
determined at the sole discretion of the State's authodzed representative and in accordance with all applicable
federal, state, and local laws, ordinances, rules, and regulations. The Vendor Will not receive pa.yrnent and/or
credit for work found by ilie State to be unsatisfactory or performed in violation of federal, state, or local law.
6 Authorized Representatives
The State's authorized representative is the MMCAP Manager, Materials Management Division, Department Of
Administration, 50 Shelburne Avenue, St. Patti, MN 55155, or his/her successor, and has the responsibility to
monitor the Vendor's performance and the authority to accept the services provided under Mrs contract.
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MMCAP Contract #MMS28015
. The Vendor's authorized representative is Michael Baumann, Director of Corporate Accounts or his/her sticcessor.
If the Vendor's authorized representative changes at any time during this contract, the Vendor must immediately
notify the State in writing.
7 AdinihiStrative Personnel Changes. The Vendor must notify MMCAP of changesin the Vendor's key
administrative personnel, in advance and in writing. Any employee ofthe Vendor, who, inthe opinion of
MMCAP, is unacceptable, will be removed from the project upon Written notice to the Vendor, In the event that
an employee is reMOVed pursuant to a written request tram MMCAP's authorized repiesentatiVe, the Vendor will
have ten (19)wOrking days In Which to:fill the vacancy with an acceptable ptripioyee,
8 Assignment, Amendnieitti, WaiVer,.and Contract Complete
8.I Assignment, The Vendor May neither assign nor transfer any rights or obligations under this contract Without the
prior consent of the State and a fully executed assignment agreement, executed and approved by the:Sante pal -ties
who executed and approved this contract, or their successors in Office. After the effective date of the tontraet, the
Vendor must not, without prior Written approval of MMCAP, subcontract for the performance, of any ofthe
Vendors obligations. The provisions ofthe contract will apply with equal force and effeet to all subcontractors
engaged by the Vendor and approved by 1VIMCAP„ Notwithstanding approval by MMCAP, no subcontractor
Must serve to terminate or in any way affect the pi..iO4/31:icgAtrqsPoPObilitY ofthe Vendor for timely and
satisfactory performance of the obligations centernplated by thecontract, Notwithstanding the foregoing, the
Vendor hereby assigns to MMCAP any and all for Overcharges as to goods and/or services provided in
connection with the contract resulting from antitrust violations which arise.under the antitrust laws ofthe United
States and the antitrustlaws of the State.
81 4 nie•ntligents.. Any amendment to. this contract must be in writing and will not be effective until it has been
excepted and aPfq'Oved by the same parties who executed and approved the original contract, Or their successors in
office. Either party reserves the right to request, during the term ofthe contract, changes to the -product or Services
offered.and/ Or propose adjustments, If the Vendor seeks an adjustineht, evidence of the need to add products or
services should be demonstrated and approved in writing by MIVICAP.prier to iniplementatiOn:.PrOdhcfs or services
introduced during the term of lite cOntt•aet mpst go through a forinal review precesS.MMCAP•wIll require the
Vendor to provide a snihniary Ohs research of produet or set -vice changes being recommended for inclusion in the ,
contract as well as defining how changes will enhance the contract. MMCAP may request that product, Cr:services
otherithan these recommended are added to the cOntract, The contract will be modified via supplement oz
amendment. No precincts or services Will be addertto the contract without MMCAP'e s Prior written approval,
Notwithstanding the:foregoing,: at any tithe MMCAP niny make changes within the general scope of the contract by
issuing a written cent act amendment duly eXeCuted by an authorized, representative of MMCAP and the Vendor. If
any such change causes an increase:or decrease in the time required for the performance of anypart of the work
under the contract, an adjustment must be made rn the contract cleliVerysehedule and cost, and the Vendor will be
notified in writing accordingly, Any claim by the Vendor for:adjustment under this clause ;mist be asserted within
50. days frotn the date of, receipt of the notification of change.
The Vendor is required to provide a certain level of effort in producing the analysis and documentation. MMCAP
will not compensate the Vendor for changes in requirements that do not result in a corresponding change in the levet
of effort. MMCAP must receive credit for reductions in level of effort due to changes and will pay for increases in
the level of effort.
8.3 Waive,'. If the State fails to enforce any provision of tihs contract, that failure does not waive the provision or its
right to enforce it.
8.4 Contract Complete. This contract,contains allnegotiations and agreements between the State and the Vendor. No
other understanding regarding this contract, whether written or oral, may be used to bind either party.
MMCAP Contract #MMS28015
9 Liability
The Vendor at it own expense must indemnify, save, and hold the State, its agents, and employees harmless against
any loss, cost expense or liability (including legal fees) to the extent perfnitted by the Minnesota Attorney General's
Office, arising out of or in connection with any actual or alleged claims resulting from the performance ofthis
contract by the Vendor or the Vendor's agents, subcontractors, or employees; or injury or death to persons) or
property, alleged to have been caused by some defect in products or services provided under this contract, when the
product has been supplied by and dispensed strictly in accordance with federal, state, and local regulations and the
applicable provisions of the package Insert In the event of any such claim by any third party against the State, the
State Will promptly notify the Vendor. This remedy shall be in add Won to any other remedy provided by law.'
Pursuant to the Minnesota Constitution Article XI § 1, the State is not permitted to indemnify the Vender.
10 State Audits
Under Minn. Stat § 16C.05, subd. 5, the Vendor's books, records, documents, and accounting procedures and
practices relevant to this contract are subject tnexathination by the State and/or the State Auditor or Legislative
Auditor; as appropriate, for a minimum of six (6) years from the end Otitis contract.
11 G.oVernment Data praCtICe4 and Intellectual Property
11.1. Golierntitgitt Data Practices
The Vendor and Stato must comply with the Minnesota Govermrtetit Data Practices Act, Minn. Stat. ch. 13,
as it applies to all data provided by the State under this contract, and as it applies to all data created,
collected, received, stored, used, Maintained, prdisseminated by the Vendor under this contract. The civil
remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the
Vendor or the State.
If the Vendor receives a Tequest to release the data referred to in this clause, the Venda must immediately
notify the State in writing.- The State will give the Vendor instructions Concerning the release of the data to
the requesting party before the data is released.
11.2. Intellectual Properry Rights
If applicable, the State owns all rights, title, and interest in all of the intellectual property rights, including
copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents ovaied and
paid fbi. under this c9tIttact, Works means all inventions,improvenients, discoveries (whether or not
patentable), databases, computer programs; reports, notes, studies, photographs, negatives, designs,
drawings, specifications, Materials, tapes, and disks conceived, reduced to practice, created or originated by
the Vendor, its employees, agents, end subcontractors, either individually or jointly with othersin the
.performance of this contract Works includes "Documents." Documents are the originals of any databases,
computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications,
materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Vendor,
its employees, agents, or subcontractors, in the performance of this contract. The Documents will be the
exclusive property of the State and all such:Documents must be iminediately returned to the State by the
Vendor upon completion or cancellation of this contract. To the extent possible, those Works eligible for
copyright protection under the United States copyright Act Will be deemed to be "works made for hire."
The Vendor assigns all right, title, and interest it may have in the Works and the Documents to the State.
The Vendor must, at therequest of the State, execute all papers end perform all other acts necessary to
transfer or record the State's ownership interest in the 'Works and DOCUMelltS.
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MMCAPOopfract#MMS28015
(A) ON/gallons
1. 1Votfficallon. Ifapplicable, whenever any invention, improvement, or discovery (whether or not
patentable) is made or conceived for the first time or actually.or constructively reduced to practice by the
Vendor, including its employees and subcontracters, in the performance of this contract, the Vendor will
immediately give the State's authorized representative written notice thereof, and must Promptly furnish the
authorized representative with complete information and/ordisciosure thereon.
2. Repivsentatiori. If applicable, the Vendor must perform all acts, and take all steps necessary to
ensure that all intellectual property rights in the Works and Documents are the.soleprciperty of the State,
and that neither Vendor nor its employees, agents, or subcontractors retain any interest in and to the Works
and Documents. The Vendor represents and warrants that the Works and.Documents do not and will not
infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 9, the
Vendor will indemnify; defend, to the extent permitted by the -Attorney General; and hold hannlesi the
State, at the Vendor's expense, from any action Or claim brought against the State to the extent that it is
based out of or in connection with any actual or alleged claim that,all or part of the Works or Documents
infringe upon the intellectual property rights of others. The Vendor will be responsible for payment of any
and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to,
attorney fees. Ifstioh a claim or action aliSeS, or in the Vendor's or the State's opinion is likely to arise, the
Vendor must, at the State's discretion, either procure for the State the iiht or license to use the intellectual
property rights at issue or replace or rnodify tbe allegedly Infringing Works orDocuments as necessary and
appropriate to obviate the•infringement claim. This remedy -of the State will be in addition to and not
exclusive of oilier remedies provided by law.
12 Insurance Requirements
Vendor's policy (ies) will be the primaly insurance to any other valid and collectible insurance available to
MMCAP with reSpect to any claim arising out of the contract. Vendor certifies that it is in compliance with all
insurance requirements specified in the solicitation document relevant to this contract and Vendor will provide a
certificate of insurance for each type of insurance as part of this contract acceptable to MMCAP. Eaclipolicy
must contain;(i)a thirty 00) day advance notice of cancellation, nonrenewal to MMCAP, or material change to all
named and additional insured, (ii)include legal defense fees in addition to its liability policy limits, (iii) obtain
insurance policies froth an insurance company having a "AM BEST" rating of A -(minus); Financial Size
Category (FSC) VII or better, (iv) validation Vendor's insurance company is authorized to do business in the
State of Minnesota; (v) a statement that Vendor's insurance company waives its right to assert the immunity of
MMCAP as a defense to any claims made under said insurance.
Further, Vendor shall certify that it is in compliwithMinn, ance MStat. § 176.181, sub& 2, pertaining to workers'
.
compensation insurance coverage. The Vendor's employees and agents will not be considered State employees.
Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees or
agents and any clahns made by any third party as a consequence ofany act or omission on the part of these
employees or agents are in no way the State's obligation Or responsibility.
Vendor is responsible for payment of all contract related insurance premiums and deductibles and Vendor shall
maintain all insurance in force and effect throughout the term of the contract. The failure ofMMCAP to obtain
Certificates of Insurance, for the policies required under this contract or renewals thereof, will not constitute a
waiver by the Vendor to provide such insurance. MMCAP will reserve the right to immediately terminate the
contract if the Vendor is not in compliance with the insurance requit•ements and retains all rights to pursue any
legal remedies against the Vendor.
13 Publicity and Endorsement
13.1 Pub/icily. Any publicity regarding the subject matter of this contract must identify the State or MMCAP as
the sponsoring agency and must not be released without prior Written approval from the State Foi purposes
of this provision, publicity includes notices, informational pamphlets, press releases, research, reports,
signs, and shnilar public notices prepared by or for the Respondets/Vendor individually or jointly with
6
MMCAP Contract #MMS28015
others, -or any vendors, with respect to the program, publications; or services provided resulting from this
contract.
13.2 L"ndorsenrent. Tlie Vendor must not claim that the State or MMCAP endorses its products or services:.
14 Governing Law, Jurisdiction, and Venue
Minnesota law, without regard to its choice -of -law provisions, governs this contract. Venue for all legal
proceedings out of this contract, or its breach, must be in the appropriate state or federal court with competent
jurisdiction in Ramsey County, Miuiesota, Except to the extent that the provisions of this contract are clearly
inconsistent therewith, this contract wIll be governed by the Unifoim Cominercial Code ("UCC") asadopted by
the State.ofMinnesota. To the extent this contract entails delivery or performance of services, such services will
be deemed "goods" within the meaning of the UCC except when to do so is unreasonable,
IS Performance while Dispute is Pending
Notwithstanding the existence of a dispute, except as set forth in Section 25 of this contract, the. Vendor must.
continue without delay to carry out all of their responsibilities under the contract that are not affected by the
dispute: If the Vendor fails to continue without delay to perform its responsibilities under the contract, in the
accomplishment of all undisputed work,: any additional costs incurred by MMCAP and/or MMCAP members as a
result of such failure to proceed inustbe borne by the Vendor.
16 fata Disclosiire
Under Minn Stat. § 270C;65, and other applicable law, the Vendor consents to disclosure of its social security
number, federal employer tax identification number, and/or Minnesota tax identification number; already
provided to the State, to federal and state agencies and state personnel involved in the payment of state
obligations. These identification numbers may be used in the enforcement of federal and state laws which could.
result in action requiring the Vendor to file state taxaeturns, pay deliiiquentstate tax liabilities, If any, or pay
other state liabilities.
17 Minn. Stitt. § 18L59
If applicable, the Vendor Will comply With the provisions of Minn. Stat. § 181.59 which requires:
Every contract for or on behalf of the state ofMlnuesofa, or any county, city, town, (ownship, school, school
district, or fury other district in the state, for materials, supplies, or conslru. ctiorr shall coi,tain provisions by
which the Vendor agrees ' (1) That, !lithe Wag of cavil)on or skilled labor for tlreperformance of any work
tinder may contract,dr any subcontract, no Vendor, material supplier, or vendor, shrill, by reason of race,
creed, or color; discriminate against the person or persons wlio are citizens of the United States or resident
aliens who are qualified and available to perform tine work to which the employment relates; (2)That no
Vendor, Material srippliei, or Vendor, shrill, In any !manner, discrinrinate against, or intimidate, orprei'ent the
elnployl lent ofanyperson or persons identified in clause (1) ofthis section, orola.beinghired, prevent, or
conspire to prevent, the person or persons fr•ont the performance of work under arty contract on accomztof
race, creed, or color; (3) That a violation of this sealion isa misdemeanor; and (4) That pals contract tray be
canceled or lei iith rated by the state, &crafty, city, town, school board, or any otirerperson authorized toquint
the cataracts for einployrnent, and all money dire, or to become dire finder thecontract, nniy.be forfeited for a
second or any srrbsegneiif violatioir of tyre ferns or conditioias of this contract..
MMCAP Contract IIMMS28095
18 Default and Remedies. Either of the following constitutes cause to declare the contract or any order tinder this
contract in default:
(a) Nonperformance of contractual requirements;; or
(b) A material breach of any term or condition of this contract.
Written notice of default, and a reasonable opportunity to cure, must be issued by the partyclaiming default.
Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages,
If the default remains after the opportunity for cur; the non defaulting party may:
(a) Exercise any remedy provided bylaw or equity; or
(b) Terminate the contract or any portion thereof, including any orders issued against the contract.
19 Termination
19.1 Tertytnallort by the State. The State or Commissioner ofAdministration may cancel this contract at any
tune, with, or without cause, upon thirty. (30) days' written notice to the Vendor. Upon termination, the Vendor
will be entitled to payment, determined on apro rata basis; for services satisfactorily performed..
19.2.Ten wl►ritlon forlliisrrffieleistFuhulitrg. The State may immediately terminate this contract if it does not
obtain funding from the Minnesota Legislature, or: other funding source; or iffimding cannot be continued at a
level sufficient to 'allow for the payment of the services covered here, Termination must be by written or fax
notice to the Vendor. The State is not obligated to pay for any services thatare provided after notice and effective
date of termination., However,. tlie. Vendor will be entitled to payment, detemmned ea a pre rata basis, for services
satisfactorily per formed to the extent that funds are available. The State will not be assessed any penalty if the
contract is:tertninated because of the decision of the Minnesota Legislature, or other funding source, not to
appropriate funds: The State must provide the Vendor notice of the lack of funding within a reasonable time of
the State's receiving that police.
20 Affirtnafive Action Requirements for Contracts in Excess of $100,000 and if the Vendor Itas More than 40
Tull -time Employees in Minn esota.or its Principal Pia ce ofBusiness
20.1 Covered Coitrads and Vendors. If the contract exceeds $100,000 and the Vendor employed more: than 40 full-
time employees on a single working day during theprevions 12 months in Mitmesota or - in the state where it has
its principle place of business, then the Vendor must comply with the requirements ofMinn. Stat. § 363A.36 and
Minn. R. Parts 5000.3400-5000,3.600. A Vendor -covered by Minn. Stat. § 363A.36 because=it employed snore
than 40 full-time employees in another state and does not have a certificate ofcotrtpliatce, must certify that it is in
compliance. with federal affirmative action requirements..
20.2 Minn, Sint § 3634.36. Minn: Stat. § 363A.36 requires the Vendor to have an affriative action plan for
the employment of minority persons, women, and qualified disabledindividuals approved by the.Minnesota
Commissioner of HtunanRights ("Commissioner') as indicatedby a certificate of compliance (Attachment
4). The law addresses suspension or revocation of a certificate of compliance and contract consequences in
that event. A contract awarded ivlthout a certificate of compliance may be voided.
20.3 Minn. R. Parts sooam0D-500D.3000..
(A) .General. Minn. R. Parts 5000.340.0-50003600 implement Minn. Stat; § 3634.36 These rules include,
but are net limited to, criteria for contents, approval, and itinplernentat on of affix :native action plans;
procedures for issuing certificates of compliance and criteria for` determining a Vendor's CO:411ance
status; procedures for addressirtg deficiencies, sanctions, and notice and hearing; annual copiplierice
reports; procedures for compliance review; and contract consequences for non=compliance. The specific
criteria:"forapprovai or rejection of an affirmative action plan are contained in various provisions of Minn._
R. Parts 5000.3400=5000.3.600 including, but not limited to,'parts 5000.3.420-5000.3500 and '5000.3552-
50003559.
MMCAP Contract #MMS28015
(B) Disabled Work-ers. The Vendor must comply with the following affirmative action requirements for
disabled workers. •
(1) The Vendor must not discriminate against any employee or applicant for employment because of •
physical or mental disabilityin regard to any position for wItich the employee or applicant for
employment is qualified. The Vendor agrees to take affirmative.action to emPloy, advance in
employment, and otherwise treat qualified disabled persons without discrimination based Upon their
physical or mental disability in all employment practices such as the following: employment,
upgrading, demotion or transfer, recruitment, advertising, layoff or tenninaticm, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
(2) The Vendor agrees to comply with the fules and relevant orders of the Minnesota Department of
I-Iuman Rights issued pursuant to the Minnesota Human Rights Act.
(3) In the event of the Vendor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the rules
• and relevant orders of the.Minneseta Department ofHuinatt Rights issued pursuant to the Minnesota
Human Rights Act.
(4) The Vendor agrees to past in conspicuous places, available to employees and applicants for
employment notices in a form to be prescribed by the commissioner of the Minnesota Department of
Human Rights. Such notices must state the Vendor's obligation under the laW to take affirmative
action to employ and advance in employment qualified disabled employees and applicants for
employinent and the rights of applicants and employees.
(5) The Vendor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Vendor is bound by the terms of
Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is con -pitted to take
affirmative action to employ and advance in employinent physically and mentally disabled persons.
(C) Consequences. The consequences for the Vendor's failure to implement its affirmative action plan or
make a good faith effort to do so include, but are not limited to, suspension or i'evocation of a Certificate
of conipliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and
termination of all or part of this contract by the Commissioner or the State.
(D) Certification. The Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat.
363A.36 and Minn. R. Parts 5000.3400-5000.3609 and is aware of the consequences for
noncompliance.
21 Foreign Outsourcing
Vendor agrees that the disclosures and certifications made in its Location of Service Disclosure and Certification
Form submitted with its proposal are true, accurate andincorporated into this contract by reference.
22 Employee Status
13y order of the Governor's Executive Order 08-01, if this contract, including any extension options, is or could be
in excess of $50,000, Vendor certifies that it and its subcontractors:
1. Coinply with the Immigration Reform and Control Act of 1986 (U.S.C. 1101 et seq.) in relation to all
employees performing work in the United States and do not knowingly employ persons in violation of the
United States' immigrations laws; and
2. Vendor and all its subcontractors have iniplemented or are in the process of implementing the E-Yerifi,
program for all newly hired employees in the United States who will perfoiin work on behalf of the State of
Minnesota.
Vendor shall obtain certifications of compliance with this section from all Vendor subcontractors who will
participate in the performance Of this contract. Vendor subcontractors certifications shall be maintained by
Vendor and made available to the state Upon request, If 'Vendor or its subcontractors are not in compliance
with 1 or 2 above or have not begun a implemented the E-Vel.1.67 progi•am for all newly hired employees
performing work under the contract, the state reserves the right to determine what action it may take including
but not litnited to, cancelling the contract and/or suspending or debarring the Vendor from state purchasing.
9
MMCAP Contract #IMMS28015
23 Contingency Fees. Prohibited:
Pursuant to Minn, Stat. § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent
upon the result or otitcome of any legislation or administrative action.
24 Laws and Regulations;
All products proposed and furnished must comply fully vith the laws in the states in which the products are; sold
and federal laws anl regulations.
25 Force Ma jeure. Neither party hereto will be considered in default in the performance of its obligations hereunder
to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot or other
catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably
foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party
defaulting tinder this provision must provide the other party prompt written notice of the default and take :all
necessary steps to bring about performance as soon as practicable.
26 Sever ability. If any provision of the resulting contract, including items incorporated by reference, is found to be
illegal, unenforceable or void, then bothMMCAP.and the Vendor will be relieved of all obligations arising under
such provisions; if the remainder of the resulting contract is capable of performance it will pot be affected by such.
declaration or finding and must be fully performed.;
1. GUARANTEED RET R
The Vendor certifies that the -appropriate person(s) have
executed this ,4reth Tent on b)etifill o(ljie Vendor as requlred
by applicable articles,.bylaws res lutions er ordinances.
By:
fe) vd'
Title:
Date:
2. STATE OF MINNESOTA for MMCAP
in accordance with Minn. Stat. § 16C.03, Subd, 3
Title: Inn /9/ c /Y1 1 cist- •
Date: /0 — 3 I r..
3. COMMISSIONER OF ADM' RATION
In accordan ath Minn �,� al .§ r S
By: .r:': '_.►
Date: do 9
STATEMENT OF WORD ("SOW")
1. SCOPE OF WORK
Vendor will provide comprehensive alternative on and offsite returned goods processing services for unusable
pharmaceuticals includingprovidingall equipment, materials and labor needed to process credit return, arrange,
store/dispose of, interstate transport of pharmaceutical product (unusable, recalled, physician samples, hazardous and.
non -hazardous, damaged, controlled substances, and non -returnable items or returns) for proper disposal of designated
pharmaceuticals to Contractor's processing facility from all requesting MMCAP member facilities for the life of the
contract. These setviees will include:
Providing a method for participating MMCAP member facilities to transport unusable pharmaceuticals (including
controlled, substances and hazardous pharmaceutical materials) to the returned goods vendor;
Returning and/or reporting to the original manufacturer. all potential creditable unusable pharmaceuticals in
10
• • .
MMCAP Contract 1IMMS28015
accordance with the guidelines and procedures established by the DEA, and in accordance with all federal, state and
local laWS and applying for the appropriate credit on behalf of the MMCAP member faellity;
• Documenting and repelling to each participating MMCAP member facility the amount of the credit applied for;
• Providing and maintaining a detailed process and reporting methodology for the pharmaceutical maaufacMrer to pay
the credit to the MMCAP Member facility;
Providing end maintaining a reporting method for the participating MMCAP member facility to determine the
amount pf credit estimated to be received and actually received;
• Disposing of any non creditable unusable products (including cOntrelled substances and hazardous pharmaceutical
materials) in the manner required by all applicable local, state, and federal rules and regulations ;,and
• Providing detailed documentation and reports to participating MMCAP members of the disposal of all hazardous
pharmaceutical materials and controlled substances including but not limited to a Certificate of Destruction to the
ordering MMCAP.facility after product has been destroyed.
6 Providing prompt responses to MMCAP and MMCAP Members inquiries pertaining to contracted manufacturers
return and credit policies.
2. REGULATORY COMPLIANCE
The Vendor and all Vendor Subcontractors Mast meet the following requirements by providing removal and destruction
and reverse distribution of phannaceuticalproduot -offsite and ensile - in accordance with all procedures and regulations.
established by the Drug Enforcement Administration. (DEA), the Federal Drug Administration (FDA), the Etivirontneetal
Protection Agency (EPA), Department of Transportation (DOT), Occupational Safety and Health Administration (OSHA)
and all other Local, State and Federat regulations and the Minimu,nFederalRegUlatOly Standards (Nov. 1999 Edition)
'approved by the Returns IndustryAssociation as the accepted standard Ofpractice for reverse distributors with respect to
regulatory.cempliance.
3. ON -SITE REVERSE DISTRIBUTION and DESTRUCTION SERVICES
Vendor shall provide on -Site reverse distribution and destruction services to MMCAP members consisting of;
i) Vender's on site service representative pulling expired Pharmaceutical product from inventory under the direction of the
MMCAP member's pharmacist in charge.
0
ii) Preparation of all required paperwork which allows for the return of unusable non -controlled products.
ii) Preparation of all required paperwork which allows for the return of unusable controlled substances and/or
hazardous pharmaceutical waste prodacts.
ii) Preparation of return shipments for shipping to the destruction facility including Preparation, packaging, labeling,
and sealing return shipments to the reverse distributor and manufacturer, as applicable.
iv) Itemized invoice showing charges for services and how they are computed. All sell/ice fees will be dedtieted from
the actual credit received and will be processed through the applicable wholesaler.
v) Online access (e.g.,.customer web portal such as GR-XtraNET) and tools to allow all MMCAP member facilities
to monitor the credits received, fees subtracted and the monies deposited into the facility's wholesaler account
Alt invoices must include line item charges including order number, contract number, description of services„
service fee, quantity, unit price, extensions and all other discounts, shipping and billing addresses, bill code,
MMCAP ID number or account number, estimated return value, all addresses, account number DEA and HIN
nuinber.
vi) The ability to inventory outdates prior to shipping, if requested by MMCAP by.MNICAP member facilities.
vii) Provide for all required documentation of the tranSfer and destruction of all controlled substances. This includes a
paper and electronic inventory of all C11-CV. Guaranteed Returns warrants that all of their on site representatives
have Durable Power of Attorney.
MMCAP Contract #MMS28015
. '4. OFF -SITE REVERSE DISTRIBUTION AND DESTRUCTION SERVICES
Vendor shall provide off-site'desi uction services 'consisting of
i) On-line forms, labels, and instructions for MMCAP member facilities to prepare required paperworkwhich.allows
for the return ofunusable non controlled products
ii) On-line forms, labels and instructions for MMCAP member facilities to prepare required paperwork Which allows
forthereturn of unusable controlled substances and/or hazardous pharmaceutical Waste products.
ili) On-line forms, labels, and_ instructions regarding the shipping process so that MMCAP member facilities ate able
to securely package, label and ship a return shipment to the reverse distribution facility or manufacturer, if
applicable.
iv) Itemize invoice showing charges for set vices and: how they are computed. All service fees wilt be deducted from.
the actualcreditreceived and shall be processed through the applicable wholesaler.
. v) Online access (e.g.,_customer web portal such as GR-XtraNET) and tools to allow all MMCAP member facilities to
monitor the credits received, fees subtracted and the monies deposited into the facility's wholesaler account. All
.
invoices must include line item charges including order number, contract number, description of services, service
fee, quantity, unit price, extensions and all other discounts; shipping and billing addresses, bill code, MMCAP ID
number or account number, estimated return value, all addresses, account number DEA and HIN number.
vi) On-line ability to inventoty outdates prior to shipping,j if requested by MMCAP or lv M APmeinber facilities.
vii) Provide for complete documentation of the transfer and destruction of all controlled substances,
5, TRANSPORT OF UNUSABLE PHARMACEUTICAL PRODUCT
Arranging for and,paying all costs directly or indirectly associated with the transport ofunusable pharmaceutical
products to Vendor,and shipping to the manufacturer. MMCAP member facilities sltall pay no shipping. All shipping shall
be FOB destination, pre -paid and allowed. Freight costs Shalt be included in the pricing set forth in this Agreement. No.
other freight charges or fuel surcharge will be: allowed except in the case of a declared national emergency by an
authorized federal or state representative and must be billed as actual and.be prior approved in wilting by the MMCAP
office.
6. SHIPPING /PROCESSING ARRANGEMENTS
6.1 Providing the service to allMMCAP member facilities that request it. Pickup by Vendor shall be Within ten (10)
business days o€requested setvice:byIVIMCAP memberfacilrties. The Vendorinust;also:agree to.service any new
MMCAP metnber facilities joiningMMCAP during the contracted period.
6.2 Vendor will cross-reference each returned product with the respective manufachrrers return policy to. determine
what is creditable/returnable and what is non- creditablefnon-returnable: In addition, the Vendor Will identify all "toxic"
and "acute" codes for material deemed to be hazardous in accordance with 40 C.F.R. 261:33(e land f):
6.3 Vendor will provide MMCAP members: With returnable and non -returnable reports and provide the certificate of
destruction on-line no less than. ten (10) business days froin when the.product was received.and properly destroyed:
Notwithstanding the foregoing, Vendor Will also make these reports available via Vendor's GRX EXtranet,ivlthin the
tuneframe set forth in the preceding sentence:
fi. . LEVEL OF SERVICE
Providing the samelevel of service and use the sane service:fee. structure for, all participating MMCAP ntenber facilities
regardless of the member's geographic location or.practice type. If a minimum service fee isrequired per reverse
distribution service event,; it shall be clearly set forth in the pricing proposal:
8. . ACCEPTANCE AND PROCESSING
In.aecepting and processing unusable controlled substances according to all, United States Drug Enforcement
Administration (DEA) and/ or any other applicable state, federal, or local governinental regulatoiy agency, the'Vendor
will:
i) Provide a DEA approved inventory form for use in transporting ScheduleIII -- V unusable controlled substances.
ii)Provide.and Use frilly executed DEA Form 222 prior to legally transferring all Schedule II unusable controlled
substances:froin the MMCAP member facility.
iii) Inventory and reconcile all controlled substance shipments upon arrival. MMCAP inemberfaeilities will be
notified in Writing if any discrepancies are found, using appropriate DEA forins,
12
MMCAP. Contract ilMMS28015
iv) Provide a DEA approved and inspected secure storage location for the controlled substances until they are
destroyed or transported to the manufacturer.
v) ASsuie that nonhazardous and hazardous nonreturnable scheduled drugs are transported, destroyed, and witnessed
•via a DEA approved Method.
vi) Destroy all controlled substances documented on to DEA Form 41 and assure that documentation of controlled
substance destruction is sent to the MIV1CAP member facility.
9. REGULATORY COMPLIANCE.
The Vendor and all Vendor Subcontractors thirst meet the following requirements by providing removal and (lest:action
and reverse distribution of pharinaeeutical piodnct offsite and onsite in accordance With all procedure's and regulations
established by the Dnig Enforcement Administration (DEA)) the Federal Drug Administration (FDA), the Environmental
Protection Agency (EPA), Department ofTransportation (DOT), Occupational Safety and Health Administration (OSHA)
and all other local, state and federal regulations and the Minimum Federal Regulatory Standards (Nov. 1999 Edition, Or as
amended) approved by the Returns Industry Association as the accepted standard of practke for reverse distributors with.
respect to regulatory compliance.
10. LICENSES, PERMITS,.REGISTRATION
10.1. The Vendor and all 'Vendor Subcontractors must transport -end dispose of all nonreturnable unusable
pharmaceuticals received in a manner Meeting or exceeding all regulatory Mandates of the EPA, U.S. DOT, DEArdr any
•other applicable state, federal, or local goyerninentat regulatory agency.
i) The Vendor will classify non creditable unusable pharmaceuticals according to hazardous pharmaceutical waste
classification set forth in on 40 C.F.R. 261.33 (e & f) and any applicable classification requirements promulgated
during the term ofthis Agreement
ii) All hazardous and nonhazardous .pharmaceutical materials will be transported via DOT licensed transporters only.
iii) Disposal of hazardous and nonhazardous pharmaceutical Waste will occur at EPA licensed facilities only,
iv)The disposal of hazardous and nonhazardous -pharmaceutical waste will be documented and this documentation
Will be provided to participating MMCAP member facilities in writing.
10.2. The Vendor and all Vendor Subcontractors must hold all required regulatory licenses, permits, registration,
insurance to•provide the required returns processing services for allMivICAP. Member facilities for the life of the contract
terin, and must immediately notify MMCAP in writing of any suspensions Or violations thereof ineludipg but not limited
to:
i) DEA conWied substance registration and any renewals thereof (renewals to be forwarded to MMCAP member
facilities.forretentionin the contract file).
• ii) Vendor must be anEPAlieens04 hazardous waste generator;
iii)Drug distributor license in every member mtvidAP state that requires .sucli licensing for returned goods processors;
iv)Any and all required permits and licenses for interstate transport, and storage/disposal of both hazardous and non-
hazardous unserviceable pharmaceutical items or returns;.
v)Vendor's representative must be an authorized employee of the Vendor and carries a DEA-approved Power -of -
Attorney authorization letterallowing for the execution of the Vendor's DEA registration;
vi)Valid insurance coverage, including environmental remediationand listing MMCAP and its members as additional
insured if awarded the contract, no later than the contract execution date of theAgreement,
vii On-§ite.representatives are bonded and insured and have a current Durable Power of Attorney allowing theni tO
execute a pEA 222 form,
10.3. The Vendor will provide to the participating MMCAP member facility reports listing the credit value of each
returnable item, the nonreturnable items discarded, and a report itemizing and verifying that ail hazardous pharmaceutical
waste has been disposed of according to all regulatory requirements.
10.4. The Vendor warrants to MMCAP (i) it has been providing returned goods processing services for a minimuni of
two years; (ii) neither the Vendor nor any employee•thereof has been sanctioned by any federal, state or local
governmental jurisdiction.
la
MMCAP Contract ilkIMS28015
11. CREDIT RECONCILIATION-
ILL. The Vendor must track, audit, xeconcile, and assure that for each shipment the MMCAP member facility
receives h-ont the pharmaceutical manufacturers.the full credit amounts. The first lump sum credit issued through the
wholesaler is scheduled between 90 -120 days railer the actual processing date. The actual processing date is the same time
MMCAP members receive their inventory reports from the vendor.
11.2. The Vendor will charge the MMCAP member a service fee based on actual credits remitted by a pharmaceutical
manufacturer. The Vendor will apply an adjustment to the MMCAP member any service fee based on an estimated credit
the MMCAP member did not receive.
12. VENDOR INCENTIVE
The Vendor will have an incentive due to fee structure orprocess to maximize the amount of net credits received by
MMCAP member facilities, During the life of the contradt, Vendor does not get paid until the MMCAP member gets
their credit.
13. MMCAP WHOLESALERS
The Vendor will be responsible for having a current working agreement with all MMCAP contracted wholesalers
(currently, Atnerisourcel3ergen, Morris -Dickson CO., and Cardinal Health) and all future wholesalers serving MMCAP
members, Under these agreements the MMCAP members' wholesale accounts can be used to receive credits from the
manufacturers and can be used by the vendor to charge for return services proVided. These agreements also will allow
the Vendor to return MMCAP meinbers' unusable items purchased through a wholesaler to a Manufacturer allowing
returns,of direct piirchased items only. lithe Vendor does not have a working agreement with a future MMCAP
wholesaler. MMCAP reserves the right to add a returned goods processor that is able to serve MMCAP Members served
by that wholesaler.
14. REPORTING
The Vendor will provide all detailed reports necessary to successfully manage and limit unusable pharmaceuticals. The
Vendor will supply to any requesting MMCAP member facilities a summaiy report of the return policies of each
pharmaceutical manufacture and their non- returnable's with reason codes for each product. These reports are mailed or
entailed after the actual service date. Changes in a manufacturer's policies will be communicated to the MMCAP member
facilities on a monthly bpsis. The Vendor shall provide ly13/1CAP on a monthly basis contract savings and usage reports in
the format reflected in Attachtnent A to this agreement
IS. MININIUM SFIIPMENT SIZE AND NUIVIBER
15,1. The Vendor will not ihnit or restrict in any way the number or size of shipments of unusable pharmaceuticals
an
MMCAP member facility maysubmit for processing..
15.2. The Vendor will not require any MMCAP memberfacility to submit a minimum nuinber of shipments of
unusable pharmaceuticals within any period offline to be eligible for contracted services and fees.
16. PERSONNEL REQUIREMENTS
16.2. The Vendor will have qualified experienced personnel in positions of authority and responsibility including: (i) a
department of sales/service representatives to assist -with -the coordination of activities necessary for the MMCAP
member facilities to ship its return orders to the Vendor for processing. The Vender will provide customer service
personnel phone number( 800) 4/2.2138or online mechanism www.guaranteedreturns.com to request contracted services
(ii) personnel trained and experienced in handling controlled substances and pharmaceutical hazardous materials, and
knowledgeable of regulatory requirements governing returned goods processing cycle "cradle to grave." The Vendor will
submit resumes detailing qnalifications and experience upon IVIMCAP's request.
16.3. Vendormust notify in advance and in writing to the MMCAP office of changes in the Vendoes key
administrative personnel. For the purposes of this Agreenaent, experienced personnel is defined as completely
knowledgeable in the areas of all current certifications and licenses throughout the life of the contract, ability to provide
all required forms and authorizations for manufacturers, copies of the hazardous waste hauler's transport licenses and
incineration sites' disposal permits, compliance with all federal, state and locallaws and regulations , and be completely
knowledgeable of all manufacturers' return policies and procedures and maintain appropriate liaisons with all
manufacthrers, and their representatives.
14
MMCAP Coniracf #MMS2801.5
17, XMPLEMVIENTATIONPLAN
The Vendor implementation plan, to contact, and supply MMCAP member facilities with information and supplies necessary
to utilize the Vendor's service within ten (10} days of contract execution by all signatories' to the Agreement shall include a
contract awareness:canipaign that will include but not be limited to direct mailing, email notification to all current MMCAP
members of new contact and service procedures, pricing schedules, shipping labels, all return forms necessary to coordinate a
return, contact directory that includes name, numbers and email address of key Vendor personnel for issue questions for all
:return good services provided to MMCAP member facilities including; regularly scheduled service dates, on -Site/ off -Site
service, emergency preparedness, credit and re -bill questions; manufacturer contract communications, new account set-
up/inquiries, return goods policy changes, reporting, service guarantee, problem escalation procedures, service option, and.
written offer"to setup avisit in order to further introduce the Vendor's programs offered,
18. SERVICE GUARANTEE
The Vendor niust.provide, in writing, a service guarantee that is comprehensive in scope. It must include all aspects of
the Vendor's service, not simply on product, but allfacets of performance, It must include specific information about the
recourse to be rendered in any circumstance of unresolved problems, by the MMCAP member facility or the MMCAP
office. Vendor's service Guarantee is listed below.
:RVICEPROVIDED
PERFORMANCBDUARANTEE
GUARANTEED RETURH$
;ACTION
CUSTOMER RECCURSE
motions ULED
SERVICEDATEs.
SERVICE DATES OFFERED
EVERYSODAYEL•moRRIs
DICKSON EVERY .120DAYS.
SOH EDULEAND CODRDINATE
CYCLEMOUSSING.WITH
WHOLESALER •
CONTACCAcc uurMANAGERIF .
SERVICE NEEDS ARE NOT MEET.
O SITESERVIGE
APPOINTMENTSCHEDULED
VATHIH10BUSINESS DAYS OP
REQUEST. .
CUSTOMER SERVICE
SCHEDULES ANAPPO{MHEN7
WnHIN THIS VAE FRAME.
CONTACTACCOUNTMANAOERIF
SERVICE; NEEDS ARENOT IAEET.
PROCESSING ACCURACY
WE RECORD EACH ITEM
6ASEO.ONI.tfG.RETURN
POLICY.
ACCURACY PROVIDED MEErTS
THE IAFO,POLICY TOiJA)C)IAIZE
CREDIT.
DISCREPANCIES WILL BE 1
AWUSTEDIfITAFfECTS.
CUSTOMER CREDIT AND IT IS
REASONABLY DOCUMENTED.
REPORTING
PROVIDE ALL MANDATORY
REM8EERa70h�1+1C!1P
MEAtBEERSAND
CONTRACTING OFFICE
PROVIDE RETURNAB[E;NON'
RETURNABLE, ACTUAL CREDIT,,
DISPOSALftEPORDNO... -
CONTACT ACCOUNTMANAGER IF
SERVICE NEEOSARENOT IAEET.
OR-XTTtAMET"'
OUR WEB SITE WILL REFLECT
ACCURATE PflQCESSINO AND
CREDIT INFORMATION.
ONLINE REPORTING AND CREDIT
ThACW�A1NGTOOLI.`1TAINEDBY
OUR IT DEPARTMENT.
CONTACTACCOU,tITIAANAGERIF
SERVICE NEEDS ARE NOT MEET.
BILL PROCESSING FEE
THROUGHWHOLESALER
DFFERESTABLISHED
PROGRAMSVATHALI .
CONTRACTEDWHoLE3ALERs.
•BUILD AND MAINTAIN WORKING
RELAnONSHOPMWRHALL
COMRACTEDWHOLESALERS.
CONTACT ACCOUNT MANAGER IF
SERVICE NEEDS ARE NOT MEET.
.
AGCOUNTStJW' lw
(MONn1Ll)
MONTHLY MEETING wILL
ENSURE WE ARE PROVIDING
-THE EXPECTED LEVEL Of
SERVICE.
SHARE CUSTOMERFEEORACK
AND QUESTIONS,WITH MMCAP.
• ACCOUNT REVIEW
UARTERLY)
'QUARTERLY MEETINGS WILL
IDENTIFY ROTE URALAREAS .
OF IMPROVE) TENT FOR
• MENDERS
OENERATE AND REVIEW
REPORTS ON A QUART E II LY
BAS3S W1TH IN.7CAP.
*account.sumina)y and account tetileus u 111 be'meldT1,1th AIJ ICAP
MMCAP Contract 0MMS28015
20, DISPOSAL & STOCKPILING DISPOSAL
Vendor shall provide creditable and non -creditable DEA and EPA approved disPosal,for all Pharmaceuticals, over the
counter and health and beauty product (including stockpiled in a cache for emergency preparedness purposes), non -
creditable schedule merchandise CH-CV's and non -schedule items both hazardous and/or non -hazardous.
20.1 Vendor shall receive and inspect MMCAP facility product to determine if product is waste and will be solely
responsible for ensuring the waste (creditable and non -creditable) is manifested for transportation to the
hicinet•atpr under the Medical Waste Tracking Act Volume transportation discounts shall be discussed with each
MMCAP inember
20.2. If the product is creditable product (returnable to the manufacture') then only the standard processing fee as set
forth in Section 4.1(E) applies, The -Mowing is .a breakdown of fees for non creditable product(not returnable to the
manufacturet) that .exceeds 6.5% of the service fee described in Section 4.1.(E). There will be no additional fees,
except as outlined below.
DISPOSAL SERVICE DESCRIPTION :1:-
'RATE :::•.: • ..:,... •• ,,,-.:.; - .-,..: •
Waste tracking fee
included
Disposal with inventorr(non-hazardotis, non-
scheduled)
$0.75 per pound
Disposal without inventory non hazardous, no
scheduled) .
$0.49 per pound
Disposal of hazardous Materials
$3.95 per pound
Disposal of scheduled CII-CV .
.$1.25 per pound
Executed DEA 222 Font's .
$5.00 per form
UPS A.R.S. shipping label.
$09.85 per label 1
Shipping per Pallet (based on .5001bs)
$400 per'pallet*
:*:ficlual cost for shipment(estimale $400)
Rest ofpage left blank intentionally
GUaranteed Returns
MMS28015
Attacnment A
Monthly Savings and Usage Reirt - Fixed Length Fields
Required Data Field Full Name
Field Name
Data Type •
Format (note
decimals are to be
included)
Size
Nulls
Begin
Column
End
Column
MMCAP-assigned facility ID IVIIVICAF,jd
Alpha Numeric
7
. 1
1
7
MMCAP Facility Name
MMCAP_Name
Alpha Numeric
.30,
1
8
37
Vendor Distnloution Center Carle
DistributionCenter
Alpha Numeric
• 3
38
40
Vendor -assigned Account number for the MMCAP Facility. •
VendAccountNo .
Alpha Numeric
10
• 1
• 41
50
Invoice Number InvoiceNumber
Alpha Numeric
15
1
51
, 65
Invoice Line Number . InvoiceUnehlo
-
Alpha Numeric
4
1
66
69
Purchase Order Number
poNumber.
Alpha Numeric
15
1
70
84
Invoice date (mmddccyy)
InvoiteDate
numeric
mraddccyy .
8
1
85
924
Buyer name or equivalent of buyer ID for person submitting the invoices
BuyelName
Alpha Numeric
,.,
20
1
93
112
Vendor's (distributor) SKU item number
SKU
Alpha Numeric
13
1
113
125
NDC of purchased product in 5-4-2 format as stored in First DataBank. Inc.
NDC ,
numeric
999999999
11
1
126
' 136
Label Name
LabelName
Alpha Numeric
40
1
137
176
Unit Dose
UD
numeric
9
1
1
177
177
Pack Size
Pack Size
numeric
99999.999
9
1
178
186
Unit
Unit
Alpha Numeric
2
1
187
188
Case Size
Case Size•
numeric
9999
4
1
189
192
Dose
D
Alpha Numeric •
•
10
1
193
202,
Strength • •
STR
Alpha Numeric
10
1
203
- 212
Route
RT
Alpha Numeric
..
10
1
2'13
222
Unit Price (99999.9999) .
UnitPrice
numeric .
99999.9999
10
1
223
232
Quantity ordered (not Vendor repackaged or re -bundled
• qtrantity)(999999.9999) .
QuantityOrderecl
numeric
999999.9999
11
1
233
' 243
Quantiy shipped (not Vendor repackaged or re -bundled quantity)
(999999.9999)
QuantityShipped
.
numeric
999999.9999
11
1
244
2S4
Extension- (unit price muttiplied by the quantity shipped) EXTENDED PRICE
(99999999.999)
ExtendedPrice
numeric
99999999.999
13
1
255
267
Type of transaction (lVIMCAP contract purchase. other contract purchase
(340B,PHS), not on contract purchase) contractitern.. 2=other contract,
3=rtot on contract
SaleType
Alpha Numeric
1
1
268
268
Bill to Address•1 .
billtoaddressl
Alpha Numeric
30
1
269
298
Bill to City
billtocity
Alpha Numeric
•
20
1
299
318
Bill bo State (2 alpha postal code)
bilitostate .
Alpha Numeric
2
1
319
320
Bill to Zip (standard 5-4 format. no dash necessary)
billtozip
Alpha Numeric
9
1
321
329
Ship to Address 1
shiptoaddressl
Alpha Numeric
30
1
330
359
Ship to City
shiptocity
Alpha Numeric
20
• 1
360
' 379
Ship to State (2 aloha postal code)
shiptostate
Alpha Numeric
2
1
38()
381
Ship to Zip (standard 5-4 lomat no dash necessary)
shiptozip
Alpha Numeric
9
1
382
390
Service Fee (9999.9999)
ServiceFee
numeric
9999.9999
9
• 1
391
399
MMCAP Contract Number (IvIMS>coocc)
contractnumber
Allitia Numeric
,
10
1
400
409
Admin fee for not -on -contract items (9999.9999)
AdminFee
numeric
' 9999.9999
9
1
410
418
Credit indicator (C for credit)
Credittrulicator
Alpha Numeric
1
1
419
- 419
MMCAP Assigned Wholesaler Code (AmeriSource-8ergen=0401. Cardinal
Health=0301. Morris-Dicksort=0701. Beraen=0201 -
•
WholeCode
Alpha Numeric
4
0 420
423
Manufacture Name (MFG Name) ' •
MigNarne
Alpha Numeric
40
1 424
463
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Page 1 uf 1
MMCAP Contract No:: MMS28015
AMENDMENT NO. 1 TO MMCAP CONTRACT NO. MMS28015,
State of California Agreement NO.1-08-65-5.4-A
THTS AMENDMENT is by and between the. State of Minnesota, acting through its "commissionei•.of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100 ColinDrive, Holbrook, NY 11741 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS28015. The Original Contract is being
amended to include terms and conditions required by the State of California: in order to participate in the contract.
MMCAP and the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
The: following terms and conditions: are added to the Original Contract and are applicable only to the provision
of pharmaceuticals returns services: to facilities within the State of California:,
1.0 INTRODUCTION
Tlus amendment is required pursuant to the Agreement of Understanding and Joint Powers Agreement,
California Agreement No. 1-08-65-54, between the State of California and MMCAP: This Amendment
confirms the mutual understanding of the State, of California, Department of General Services (DGS), acting on
behalf of the State of California, and Guaranteed. Returns, 100 Colin Drive, Holbrook, NY 11741, and the of
Minnesota, Department of Administration, MMCAP, located at 50 Sherburne Avenue, rooml.l2, St Paul, MN
55155.
It is the intent of this Amendment to incorporate the laws of the State of California into MMCAP Returned
Good Services. Contract,Contract No. MMS28015.
2.0 DEFINITIONS
The following terns shall be given the meaning shown, unless context requires otherwise or a unique meaning
is otherwise specified. _
Term
Definition
AMS
Acquisition Management Specialist with MMCAP
Calendar Quartersof
The quarters to be used for calculating the Calendar Quarters
this Agreement will be those ending on March 31, June
30,. September 30, and December 31 of each calendar year
during the term of this Agreement.
Contract Administrator rursti•ator
.
The:State's authorized contracting official designated to
manage this contract or"agreement. Contract
Administrator shall be synonymous with "Buyer."
DGS Administrative Fee
An amount equal to one percent (0.01) of the value of the
total actual credit returned (not the. Estimated Return
Value) for the quarterly period assessed on all product
returned through this Agreement by State or Local
Governmental Agencies.
The DGS Administrative Fee covers the DGS cost of
doing business.
Eligible Entities
State and Local Governmental Agencies completing the
Page 1. 'of 19
MMCAP Contract No.: MMS28015
.
MMCAP California Facility Membership Application and
Facility Membership Agreement, Attachment A of the
Agreement of Understanding and Joint Powers
Agreement, California Agreement No. 1-08-65754; and
approved bY the DGS.
•
Local Governmental Agency
•
•
•
A city, county, city and county, district, or other local
governmental body or corporation, including the
California State Universities (CSU) and University of
California (UC) systems, .K-12 schools and community
colleges, empowered to expend public funds (California
Public Contract Oode 10298).
, .
Master Agreement
MMCAP Pharmaceutical Returned Goods Services
Contract No. MMS28015..
.
•
MMCAP Participating Facility
The definition of IvIIVICAP Participating Facility in
The
Contract No. MMS28015 is augmented with the
following:
Any State or Local Governmental Agency which
competes the MMCAP California Facility Membership
Application, Attachment -A to the Agreement of
Understanding and Joint Powers Agreenient, between the
State of,California and MMCAP, Agreement No. 1-08-65-
54, and approved by the DGS' and MMCAP.
-
State Agency
The California State Departments of Corrections and
Rehabilitations (CDCR), Mental Health (DMH),
Developmental Services (DDS) and other State Agencies
under the DGS authority.
3.0 TERMS AND CONDITIONS
3.1 CONTRACT TERMS & CONDITIONS
3.1.1 This Contract is non -mandatory for State and Local Governmental Agencies.
3.1.2 This Contract has no guarantee of contract expenditure.
3.1.3 Participating State and Local Governmental Agencies reserve the right to purchase
pharmaceutical returned goods and destructions services available through the Master
Agreement from other sources.
3.1.4 The DGS may contract on behalf of State and Local Governmental Agencies for
pharmaceutical returned goods and pharmaceutical services available through the Master
Agreement.
3.1.5 The California General Provisions section 4.0 of this amendment shall prevail if there is a
conflict between the terms and conditions of the Master Agreement.
3.1.6 Invoices shall include the Agreement Number and shall be submitted in triplicate not more
frequently than monthly in arrears to the contact designated by the State or Local
Governmental Agency.
3.1.7 The DGS may terminate.this Agreement at any time upon 30 days' prior written notice. Upon
termination or other expiration of this contract, each party will assist the other party in orderly
termination of the contract and transfer of all assets, tangible and intangible, as May facilitate
the orderly, nondisruptecl business continuation of each party. This provision shall not relieve
the contractor of the obligation to perform under any purchase order or other shpilar ordering
document executed prior to the termination becoming effective.
3.1.8 At the State's sole option, the DGS reserves the right to invoke negotiations pursuant to
Page-2 of 19
MMCAP Contract No.: MMS28015
California Public Contract Code Section 6611, in accordance with existing guidelines and
procedures adapted by the.DGS.
3.2 CONTRACT ADMINSTRATION
Any notice required tobe given pursuant to the terms and provision of this Agreement will be in
writing and will be sent by certified mail, rettu'n receipt requested to:
Guaranteed Retuurns
Michael R. Baumann
Duector of Corporate Accounts
Guaranteed Returns
100 Colin Drive
Holbrook, NY;11741
Contact PHONE (S00) 473-2138 Ext 172
mbaumann guaranteedreturns.coin
State of California
Gregory B. Doe, Pharm:D.
Pharmaceutical Program Consultant
Department of General Services
707 3rd Street, 2nd Floor, Cube 02-208
West Sacramento, CA 95605-2811
(916) 375-4533
Greg.Doe@dgs.ca.gov
State of Minnesota, MMCAP Program
Heather C. Pickett
Acting Manager
MMCAP
50 Sherburne Avenue, :Suite 112
St. Paul, MN 55155
(651)201-2412
Heather.Pickett@state.mnus
3.3 PURCHASE EXECTUION
This section augments the Ordering Instructions from Contract Release M-487(5).
3.3.1 State departments must use the Purchasing Authority Purchase Order (Std. 65). An electronic
version of the Std. 65 is available at the Office of State Publishing web site:
littp://www:dgs.ca.govlosp (select Standard Forms). All Purchasing Authority Purchase
Orders (Std. 65) must contain the following:'
o Agency Order Number (Purchase Order Number)
o Ordering Agency Name
• Agency Bilking Code
• Purchasing Authority Number
• Leveraged. Procurement Number (Contract Number)
e Supplier: Information (Contact Name, Address;,Phone Number, Fax Number,.E-ivail)
• Line Itein tiumber
Page 3 of 19
• • -
- . .
• Quantity
a Unit of Measure
• Commodity Code Number
• Product Description
• Unit Price
• Extension Price
MMCAP Contract No.: MMS28015
3.3.2 Local Governmental Agencies may use their own purchase document. The purchase
documents must include the same data elements as listed above (Exception: Purchasing
Authority Number is used by state departments only). Guaranteed Returns will not accept
purchase documents from local agencies without a state issued billing code.
3.4 PARTICIPATING FACILITIES MEMBERSHIP PROCESS
The DGS will notify the MMCAP Office of facilities wishing to participate in the Master Agreement
by providing them with a DGS executed MMCAP California Facility Membership Application. The
MMCAP Office will approve these applications, provide the MMCAP Participating Facility ID
Number to the DGS and advise Guaranteed Returns of the MMCAP Participating Facilities. The DGS
and the MMCAP will maintain and reconcile a list of participating facilities. Guaranteed Returns and
MMCAP shall refer any contacts for facilities not approved by the DGS to California Contract
Achninistrator.
3.5 PROBLEM RESOLUTION
Participating Facilities shall inform the California's Contract Administrator of any technical or
contractual difficulties encountered during contract performance in a thnely manner. This includes and
is not limited to informal disputes, supplier performance, outstanding deliveries,, etc.
3.6 REPORTS & ADMINISTRATIVE FEES
Guaranteed Returns shall submit a report to the California Contract Administrator and MMCAP for all
California purchases, returns or destructions by State and Local Governmental Agencies providing the
following information:
• Agency-Nante
• Purchase Order Number
• Purchase Order Date
• Total Purehase Order Amount
• The DGS Administrative Fee Dollar Amount
• Agency contract Name
• Agency Address
• Agency Telephone Number
• Total Dollars for the quarter
Guaranteed R.etunis shall submit a check, in addition to the report, payable to the State of California
for the calculated DGS Administrative Fee for an amount equal to one percent (0.01) of the total actual
credit returned during the quarterly period (not the Estimated Return Value). Guaranteed Returns shall
begin reporting the DGS Administrative Fee for Calendar Quarter beginning January 1, .2009. This fee
Shall be paid to the DOS and deducted from the lump sum credit being issued to the State or Local
Governmental Agency. The DGS Administrative Fee shall not be invoiced or charged separately to
the State or Local Governmental Agencies participating in this Agreement.
Page 4 of 19
MMCAP ContractNo.: MMS28015
A report is due even when there,is no activity. Any report that does not follow the required format or
that excludes information will be deemed incomplete. Failure to submit reports and fees on a timely
basis shall constitute grounds for suspension of this agreement. Reports and fee delivery will be in
accordance: with the following schedule.
Calendar Quarter 1 (JAN 1 to MAR 31) Due APR 30
Calendar Quarter 2 (APR 1 to JUN 30) Due JUL 31
Calendar Quarter 3 (JUL 1 to SEP 30) Due OCT 31
Calendar Quarter (OCT 1 to DEC 31) .Due JAN 31
Payment of the DGS Administrative Fee by Guaranteed Returns shall be made to the DGS irrespective
of payments on orders by each Participating Entity to Guaranteed Returns.
The Administrative fee check and report shall be. submitted to the California Contract Administrator:
ADDITIONAL REPORTS -Guaranteed Returns shall submit reports required in the. format as maybe
requested by. the DGS and agreed to by Guaranteed Returns:. Guaranteed Returns shall make all
reporting identified in Contract No. MMS28015 available to the DGS for all State and Local
Governmental Agencies participating from under this amendment.
3.7 AGENCY ELIGIBILITY
The MMCAP shall approve the MMCAP California Facility Membership Applications received from the
DGS and provides the DGS with the MMCAP Participating Facility ID Number.
3.8. LICENSING
Guaranteed Returns shall provide, keep and maintain DEA registration and California State Board of
Phairrracy liceusure..
3.9. CALIFORNIA CODE
Guaranteed Returns must comply with:
• The California Division of Occupational Safety and Health (Cal/OSHA) regulations.
i The California Environmental Protection. Agency (Cal/EPA) regulations
• The California Vehicle Code
3.10 EFFECTIVE DATES
This Amendment shall be effective upon approval by the DGS and will continue until the Termination
Date of the MMCAP Pharmaceuticals Returned. Goods Services Contract, Contract No. MMS28015,
unless ten irate iearly in accordance with the terms and conditions of the Master Agreement or this
Amendment. Guaranteed: Returns may not commence performance until such approval has been
obtained:
3:9.STATE OF CALIFORNIA GENERAL PROVISIONS NON -IT COMMODITIES
The following State of California Standard Ter-ins:and Conditions areherby included into the agreement and are
applicable onlyy to products and -services provided to the State of California:
1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires otherwise or a
unique meaning is otherwise specified.
Page 5 of 19
MMCAP Contract No:: VIMS28015
a) "Business entity" means any individual, business, partnership, joint venture, corporation, S-corporation,
limited liability corporation, limited liability partnership, sole proprietorship, joint stock company, consortium, or
other private legal entity recognized bystattite,
b) "Buyer" means the State's authorized contracting official.
c) "Contract" means this Contract or agreement (including any purchase order), by Whatever name known or in
whatever format used.
d) "Contractor" means the'Business Entity with whom the State enters into this Contract. Contractor shall be
synonymous with "supplier", "vendor" or other similar term.
e) "Goods".(Commodities) means all types of tangible personal property, including but not limited to materials,
supplies, and equipment (including computer equipment and telecomtnunications).
f) "State" means the government of the State of California, its employees and authorized representatives,
including without limitation any department, agency, or other unit of the government of the State of
California.
2. CONTRACT FORMATION: General Provision No. 2 is hereby deleted.
01--f-thie--eentfaet-resnks-fioni-a:sealed--1344-effered-infesponse-tee-selieit-ation-eendueted-pufsnant*Gliaptefs-2
(commencing with Section 10290), 3 (conuncncing with Section 12100), and 3.6 (commencing with Section 12125)
4c-c-446443y-the-iSsuanc-e-ef-thi4-eentFaet-and-ne-fliftherLaetion-islequifed-by-either-Pafty7
b) If this contract results from a solicitation other than described in paragraph a), above, contractor'^ quotation or
propoaal is deemed a firm offer and this contract document is the State's acceptance of that offer.
c) If this contract resulted from ajoint hid, it shall be deemed one indiVisible contract Each such. joint contractor
Will-be-jeirkt-sev-erally-liable-fperanee-ef-the-entire-eOtractate-aSsumes-rre-r-esponsibilitjLer-
obligation for the division of orders or purchases among kat contractors.
3. COMPLETE INTEGRATION: General Provisions No 3 augments Section 8.4, "Contract Complete," of
MMCAP Agreement No.1VIMS28015. This contract, including any documents incorporated herein ;by express
reference; is intended to be a completeintegration and there are no prior or contemporaneous different or additional
agreements pertaining to the subject matter of the contract.
4: SEVERABILITY: General Provision No. 4 augments Section 26, "Severability," pflVLIVICAP Agreement
No. IV1MS28015. The contractor and the State agree that if any provision of this contract is found.to be illegal or
unenforceable, such term or provision shall be deemed stricken and the remainder of the contract shall remain in full.
force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the
presumed. ncin-applicability of such provision.
5. INDEPENDENT CONTRACTOR: Contractor and the agents and employees of contractor, in the performance
of this contract, shall act in an independent capacity and not as officers or employees or agents of the State.
6. APPLICABLE LAW: General Provision No. 6 augments Section 14, "Governing Law, Jurisdiction, and
Venue" of MMCAP Agreement No. MMS28015.This contract shall be governed by and shall be interpreted in
accordance with the laws of the State of California; venue of any action brought with regard to this contract shall be
in Sacramento County, Sacramento, California. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this contract
7. COMPLIANCE WITH STATUTES AND REGULATIONS: •
a) Contractor warrants and certifies that in the performance of this contract, it will comply with all applicable
statutes, rules, regulations and orders of the United States and the State of California and agtees to indemnify the
State against any loss, cost, damage or liability by reason of contractor's violation of this provision.
b) If this contract is in excess of $500,000, it is subject to the requirements of the World Trade Organization
(WTO) Government Procurement'Agreement (GpA).
Page 6 of 19
MMCAP Contract No.: MMS28015
8. CONTRACTOR'S. POWER AND AUTHORITY: The contractor warrants that it has full power and.
authority to grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability,
and expense (including reasonable attorney fees) arising outof any breach of this warranty. Further, contractor
avers that, it will not enter into any arrangement with any third party Whichmight abridge any rights of the State
under this contract.
The State will notify Contractor of any such claim in writing and tender the defense thereof within .a
reasonable tinne; and
Contractor will have sole control of the defense of any :action on such claim and all negotiations for its
settlement or compromise; provided that (i) when substantial principles of government or public law are
involved, when litigation might create precedent affecting future State operations or liability, or :when
involvement of the State is otherwise mandated by law, the State may participate in such action atits
own .expense with respect to attorneys' fees and costs (but not liability); (ii) the State will have the right
to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld
or delayed, and . (iii) the State will reasonably cooperate in the defense and in any related settlement
negotiations.
9. ASSIGNMENT: General Provision No. 9 is hereby deleted. Referto.Section 8.1, "Assignment," of
1111VICAP Agreement No. MMS28015.
For the purpose of this paragraph, State -willnot unreasonably prohibit Contractor from freely assigning its right to
payment, provided that Contractor remains responsible for its obligations hereunder.
10. 'WAIVER OF RIGHTS: General Provision No. 3 augments Section 8.3, "Waiver" of MMCAP
Agreement No. MMS28015. Any action or inaction by the State or the failure of the State on any occasion, to
enforce any right or: provision of the contract, shall not be construed to be a waiver by the State of its rights
hereunder andshall not prevent the State from enforcing' such prevision or right on any future occasion The rights
and remedies of the State herein are cumulative and are in addition to any other rights or remedies that the State may
have at law or in equity:
11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments,
specifications or provisions which constitute this Contract, the following order of precedence shall apply:.
a) these General Provisions —Non-IT Commodities;
b) contract form, i.e., Purchase Order STD 65, etc:, and any amendments thereto;
c) statement of work, including any specifications incorporated by reference herein;
d) special terms and conditions; and
e) all other attachments iincoiporated in the contract by reference.
12. PACKING AND SHIPMENT: General Provision No. 12 is hereby deleted.
;i) Show the nnunlber of the container and the total number of containers in the shipment; and
ii) The number of the container in which the packing sheet has been enclosed.
number; itch' number; quantity and unit of Measure; p n t number and description of the goods' shipped; and
appropriate evidence of inspection, if required. Goods for different contracts shall be listed onseparate paclung
sheets.
c) Shipments must be madras specified in this contract, as it may be a
the State's:Transportation Management Unit Within the Department of General Services, Procurcmcnt Division.
Page 7 of 19
• MMCAP Contract No.: MMS28015
13. TRANSPORTATION COSTS AND OTHER FEES ORMENSES: No charge for delivery, drayage,
express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will
be paid by the State unless expressly included and itemized in the contract.
a) Contractor must strictly follow contract requirements regarding Free on Board (F.O.B.), freight terms and
routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance
written authorization of the buyer.
General Provision No13 parts b and c are hereby deleted.
charge is approved by the Transportation Management Unit within the Department of General Services Procurement
Dn ision and a Waiver is granted.
c) On "F,O.B. Shipping Point" transactions, should any shipments wider the contract be received by the State in
partially declined by the carrier or carriersA‘ith the inference that damage VMS the result of the act of the shipper
such as inadequate packaging or loading or some hilicrent defect in the equipment and/or, material, contractor, on
reguest of the State, shall at contractofs ovn expense assist tho State m ostablishmg carrier 1iabilit b cupp1mg
evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to
withstaud-nefma14r-auepi4atien-eeuditienr- •
14. TIME IS OF THE ESSENCE: General Provision No. 14 is hereby deleted. Refer to Section 3, "Time" of
MMCAP Agreement No. MMS28015.Time is of the essence in this contract.
15. DELIVERY: General Provision No. 15 is hereby deleted. Contractor shall strictly adhere to the delivery and
completion schedules specified in this contract. Time, if stated as a number of days, shall man calendar days unless
otherwise specified. Tho quantities specified herein arc the only quantities required. If contractor delivers in excess
of the quantities specified herein, the State shall not be required to make any payment for the excess goods, and May
return them to contractor at contractor's expense or utilize any otheryights available to the State at law or in equity.
16. SUBSTITUTIONS: General Provision No. 16 is hereby deleted. Sibstitution of gbodsmay not be teadered
's thout ad ance written consent of the buyer Contractor shall not use an specification in heu of those contamed in
the contract without written consent of the buyer.
17. INSPECTION, ACCEPTANCE AND REJECTION:
a) Conttactor and its subcontractors willptovide and maintain a quality assurance system acceptable to the State
Covering goods and services under this contract and will tender to the State only those goods that have been
inspected and found to conform to this contract's reqUirements. Contractor will keep records evidencing inspections
and their result, and will make these records available to the State during contract performance and for three years
after final payment. Contractor shall permit the State to review procedures, practices, processes and related
documents to determine the acceptability of Contractor's quality assurance system or other business practices related
to perforrnance ofthe contract
,b) All goods may be subject to inspection and test by the State or its authorized rePresentatives.
c) Contractor and its 'subcontractors shall provide all reasonable facilities for the safety and convenience of
inspectors at no additional cost to the State. Contractor shall furnish to inspectors all information and data as may
be reasonably required to perform their inspection.
d) All goods to be delivered hereunder may be subject to final inspection, test and acceptance by the State at
destination, notwithstanding any payment or inspection at source.
e) The State shall give written notice of rejection of goods delivered or services performed hereunder within a
reasonable tune after receipt of such goods or performance of such services Such notice of rejection will state the
respects in which the goods do not substantially conform to their specifications. If the State does not provide such
notice of rejection within thirty (30) days, unless otherwise specified in the Statement of Work, of delivery, such
Page 8 of 19
MMCAP Contract No:: MMS28015
goods andservices will be deemed to have been accepted. Acceptance by the State will be final and irreversible,
except as it relates to latent defects, fraud, and gross mistakes amounting to fraud: Acceptance shall notbe
construed to waive any warranty rights that the State might have at law orby express reservation in this Contract
with respect to any nonconformity.
18. SAMPLES: General Provision No. 18 is hereby deleted
o) Samples of items may be required by the State for inspection and specification testing and must be furnished free
inn thccontract.
contractor's expense.
19. WARRANTY: Unless otherwise specified, the warranties. contained in this contract begin after acceptance has
occurred.
a) Contractor warrants that goods and services furnished hereunder will conform to the requirements of this contract
(including all descriptions, specificationsand drawings made a part hereof}, and suchgoods will be merchantable,
fit for their intended purposes, free from all defects in materials and workmanship and to the extent not
manufactured pursuant to detailed designs furnished by the State, free from defects in design. The State's approval
of designs or specifications furnished by contractor: shall not relieve the contractor of its obligations under this
warranty.
b) All warranties, including special warranties specified elsewhere herein, shall inure to: the State,its successors,
assigns, customer agencies and users of the goods or services.,
20., SAFETY AND ACCIDENT PREVENTION: In "performing work under this contract on State premises,
contractor shall conform toany specific safety requirements contained in the contract or as required by law or
regulation. Contractor shall take any additional precautions as the State may reasonably require for safety and
accident prevention purposes.. Any violation of such rules and requirements, unless promptly corrected, shall be
grounds for termination of this contract in accordance With the default provisions hereof.
21. INSURANCE: General Provision. No. 21 augments Section 12, "Insurance Requirements" of MMCAP.
Agreement No. MMS28015.
General Provisions Applying to All Policies
a. Coverage Term -Coverage needs to be in force for the complete term of the contract. If
insurance expires during: the term of the contract, a new certificate must be received by the
State at least ten (10) days prior to the expiration of this insurance. Any new insurance must
still comply to the original terms of the contract.
b. Policy Cancellation or Terrnination & Notice of Non -Renewal — Insurance policies shall
Contain a provisionstating coverage will not be cancelled without 30 days prior writtennotice
to the State.,ln the event Contractor fails to keep in effect at all times the specified insurance
coverage, the State inay, in addition to any other remedies it may have, terminate this
Contract upon the occurrence of such event, subject to the provisions of this Contract.
c: Deductible — Contractor is responsible for any deductible or self -insured retentioncontained
within their insurance program.
d, "Primary Clause — Any required insurance contained in this contract shall be primary, and not
excess or contributory, to any other insurance carried by the State.
Page 9of19
MMCAP Contract No.: MMS28015
e. Insurance CatTier Required Rating insurance companies must carry a rating acceptable
to the Office of Risk and Insurance Management. If the Contractor is self insured for a
portion of all of its insurance, review of financial information including a letter of credit may
be required.
f. Endorsements — Any required endorsements -requested by the State Must be physically
attached to all requested certificates ofinsurance arid not substituted by referring to such
coverage on the certificate of insurance.
g. Inadequate Insurance — Inadequate or lack of insurance does not negate the contractor's
obligations under the contract.
Iiisurance Requirements•
a. Commercial General Liability — Contractor shall maintain general liability on an occurrence
form with limits not less than $5,000,000 per occurrence for bodily injury and property
damage liability combined with a $2,000,000. annual policy aggregate. The policy shall
include coverage for liabilities arising out of premises, operations, independent contractors,
products, completed operations, personal & advertising injury, and liability assumed under an
insured contract. This insurance shall apply separately to each insured against whom claim is
made or suit is brought subject to the Contractor's limit of liability. The policy must include:
The State of California, its officers, agents, employees and servants as additional
insureds, but only with respect to work performed under the contract. This
endorsement must be supplied under form acceptable to the Office of Risk and
Insurance Management.
In the case of Contractor's utilization of subcontractors to complete the .contracted scope of
work, contractor shall include all .subcontractors as insured's under Contractor's insurance or -
supply evidence of insurance to The State equal to policies, coverages and 1iinits required of
Contractor.
b. Automobile Liability — Contractor shall maintain motor vehicle liability with limits not less
than $1,000,000 combined single limit per accident. Such insurance shall cover liability
arising out of a motor vehicle including owned, hired and non-ciWned motor vehicles.
c. Workers Compensation and Employers Liability — Centractor shall maintain statutory
worker's compensation and employer's liability coverage for all its employees who will be
engaged in the performance of the Contract. Employer's liability limits of $1,000,000 are
required.
22. TERMINATION FOR NON -APPROPRIATION OF FUNDS: General Provision No. 22 augments
Section 19.2, "Termination for Insufficient Funding" of MMCAP Agreement No. MMS28015.
Page 10 of 19
MMCAP Contract No.: MMS28015
a) If the term of this contract extends intofiscal years subsequent to that in which it is approved, such continuation
of the contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to effect
such continued payment are not appropriated, contractor agrees to take back any affected goods furnished under this.
contract, terminate any services supplied to the State under this contract, and relieve the. State of any further
Obligation therefor.
b) STATE AGREES THAT IF PARAGRAPH (a) ABOVE IS INVOKED, GOODS: SHALL BE RETURNED TO
THE CONTRACTOR IN SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO THE
STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE FURTHER AGREES .TO PAY FOR PACKING,
,
CRATING, TRANSPORTATION TO CONTRACTOR'S NEAREST FACILITY AND FOR REIMBURSEMENT
TO THE CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND
CRATING.
23. TERMINATION FOR THE CONVENIENCE OF THE, STATE: -General Provision No. 23 augments
Section 19.1, "Terminationby the State" ofMiMCAP Agreement No. MMS28015.
a) The State may terminate performance of work under this contract for its convenience in whole or, from time to.
time, in part, if the Department of General Services, Deputy Director, Procurement Division, or designee,
determines that a termination is in the State's interest. The Department of General Services, Deputy Director,
Procurement Division, or designee, shall terminate by delivering to the contractor a Notice of Termination
specifying the extent of termination and the effective date:thereof The parties agree that,: as to the terminated
portion of the contract, the contract shall be deemed to rernainin effect until such time as the termination settlement,
if any, is concluded andthe contract shall not be void.
b) After receipt of a Notice of Termination, and except as directed by the State; the contractor shall immediately
proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any
amounts due under this clause. The Contractor shall:
i) Stop work as specified in the Notice of Termination.
ii) Place no further subcontracts for materials, services, or facilities, except as necessary to complete the
continued portion of the contract.
iii) Terminate all subcontracts to the extent they relate to the work terminated.
iv) Settle all outstanding liabilities and ternination settlement proposals arising from the termination of
subcontracts; the approval or ratification of which will be final for purposes of this clause.
24. TERMINATION FOR DEFAULT:
a) The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the
contractor, terminate this contract in whole or in ifthe contractor fails to:
i) Deliver the goods or to perform the services widen the time specified in the contract or any arnerdinent.
thereto;
ii) Make progress,so as to endanger performance of this contract (but see subparagraph (b) below); or
iii) Perform any of the other provisions of this contract (but see subparagraph (b), below).
b) The State's right to terminate this contiact under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the:
contractor doesnot cure such failure within the time frame stated in the cure notice issued by the _buyer.
c) If the State terminates this contract "in whole or in part, it may acquire; under the terms, and in the maimer the
buyer considers appropriate, goods or services similar to those terminated, and the contractor will be liable to the.
State for any excess costs for those goods or services. However, the contractor shall continue the work not
terminated.
d) If the contiact,is terminated for default, the State may require the contractor. to transfer title and deliver to the
State, as directed by the buyer, any:
i) Completed goods, and
ii) Partially completed goods and Materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and.
contract rights (collectively referred to as "manufacturing materials" in this clause) that the contractor has
specifically produced oracquired for: the :terminated portion of this contract. Upon direction of the buyer, the
contractor shall alsoprotect and preserve property in its, possession in which the State has an interest.,
Page 11 of.1.9
• MMCAP Contract No.; MMS280l 5
e) The State shall pay contract price for completed goods delivered and accepted. The contractor and buyer shall
agree on the amount of payment for manufacturing materials delivered and Accepted for the protection and
preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold
from these amounts any sum the buyer determines to be necessary to protect the State against loss because of
outstanding hens or claims of former lien holders.
f) if, after. termination, it is determined that the contractor was not in default, or that the default was excusable, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of
the State.
g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by
law or under this contract
25. FORCE MAJEURE: General Provision No. 25 is hereby deleted, Refer to MMCAP Contract No.
MMS28015, Section 25, "Force Majeure."
• b) Ata of the federal or state g�vemmentin, either its sovereign or ntraetiaI eapaeity.
Tfhe failure te perferrn is eaused b) the default efa subcontracter at en tier, and iftheeause efthe efau1t isbeyend4lie-eofitEel-ef-betli-the-t.entfaeter-and-subeend-ivitheut-the-fault-emiegligenee-ofeitherr-the
contfaeter-shall-not43e-liable-fer-an”xeess-eests-for-failefe4e-peffean7--
a) Acts of God or of the public enemy, and
26. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: General Provision No. 18 augments Section
14, "Default and Remedies" of MMCAP Agreement No. IYINS28015.
a) In the event any goods furnished or services provided by the contractor in the performance of the contract should
fail to conform to the requirements herein, or to the sample submitted by the contractor, the State may reject the
same, and it shall become the duty of the contractor to reclaim and remove the item promptly or to correct the
performance of services, without expense to the State, and immediately replace all such rejected items with others
conforming to the contract.
b) ht addition to any Other rights and remedies the State may have, the State may require contractor, at contractor's
expense, to ship goods via air freight or expedited routing to avoid or minimin actual or potential delay if the delay
is the fault of the contractor. -
c) In the event of the termination of the contract, either in whole or in part, by reason of default or breach by the
contractor, any loss or damage sustained by the State in procuring any items which the contractor agreed to supply
shall be bonie and paid for by the Contractor.
d) The State reserves the right to offset the reasonable cost of all damages caused to the State against any
Outstanding invoices or athounts, owed to contractor or to make a claim against the contractor therefore.
27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY:
a) The contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the
State, employees of the State, persons designated by the State for training, or other person(s) other than agents
or employees of the contractor, designated by the State for any purpose, prior to,during, or subsequent to delivery,
installation, acceptance, and use of the goods either at the contractor's site or at the State's place of business, -
provided that the injury or damage was caused by the fault or negligence of the contractor.
b) Contractor shall not be liable for damages wising out of or caused by an alteration or an attachment not made or
installed by the contractor, or for damage to alterations or attachments that may result from the 'normal operation and
maintenance of the goods provided by the contractor during the centract.
28. INDEMNIFICATION: General Provision No.. 28 augments Section 9, "Liability" ofMMCAP
Agreement No. •MMS28015.
Page 12 of 19
MMCAP Contract No,: MMS28015
Contractor agrees to indernnify, defend and save harmless the State, its officers, agents and employees from any and
all claims and losses accruing or resultingto any and all contractors, subcontractors, suppliers, laborers and any
other person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with
the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or
corporation which may be injured or damaged by contractor in the performance of this contract.
29.IN'VOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be
submitted in triplicate and shall include the contract number, release order number (if applicable); item number; unit
price, extended item price and invoice total. amount. State sales tax and/or use tax shall be itemized separately and
added to each invoice as applicable.
30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California
Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires
state agencies to payproperly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance
of goods or performance of. services; or (ii) receipt of an undisputed invoice, whichever is later.
31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The
State will only pay for any State or local sales or use taxes on the services rendered or goods supplied to the State
pursuant to this contract.,
32. NEWLY MANUFACTURED GOODS: All goods furnished under this contract shall be newly manufactured
goods; used or reconditioned goods are prohibited, unless otherwise specified.
33. CONTRACT MODIFICATION: General Provision No. 33 augments Section 8.2, "Amendments" of
MMCAP Agreement No. 432344. No amendment or variation of the terms of this contract shall be valid, unless
made in writing, signed by the parties and approved as required. No oral understanding or agreement not
incorporated in the contract is binding on any of the parties,
34. CONFIDENTIALITY OF DATA; All financial, statistical, personal, technical and other data and information
relating to the State's operation which are designated confidential by the State and made available to the contractor
in order to carry out this contract, or which become available to the contractor in carrying outthis contract, shall be
protected by the contractor from unauthorized use and disclosure through the observance of the same or more
effective procedural requirements as are applicable to the State. The identification of all such confidential data and
information as well as the State's procedural requirements for protection of such data and information from
unauthorized use and disclosure shall be provided by the State in writing to the contractor: If the methods and
procedures employedby the contractor for the protection of the contractor's data and information are deemed by the
State to be adequate for the protection of the State'sconfidential information, such methods and procedures may
used, with the written consent of the State, to cant' out the intent of this paragraph: The contractor shall not be
required under the provisions of this paragraph to keep confidential any data or information which is or becomes
publicly available, is already rightfully in the contractor's possession, is independently developed by the contractor
outside the scope of this contract, or is rightfully obtained from third parties.
35.NEWS RELEASES: General Provision No.:25 augments Section13.1, "Publicity" of MMVICAP
AgreementNo. NIMS28015. Unless otherwise exempted, news releases pertaining to this contract shall not be
made without prior written approval of the Department of General Services.
36. PATENT, COPYRIGHT and TRADE: SECRET INDEMNITY: General Provision No. 36 augments
Section 11.2, "Intellectual Property Indemnification" of MMCAP Agreement No. h MS28015.
a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any
nature or kind, including costs and expenses, for infringement or use of any copyrighted or:uncopyrighted
Page 13 of 19
MMCAP Contract No : MMS28015
'composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection
with the contract. •
b) Contractor. may be required to fumish a bond to the State against any and all loss, damage, costs, expenses, claims
and liability for patent, copyright and trade secret infringement:
c) Contractor, at its own expense, shall defend any action brought against the State to the extent that suchaction is
based.upon a claim; that the goods or Software supplied by the contractor or the operation of such goods pursuant to
a current version of contractor supplied operating software;infiinges a United .States patent or copyright o • violates a
trade secret. The contractor shall pay those costs and damages finally awarded against the.State in any such action.
Such defense and payment shall be conditioned on the following:
i) That the. contractor shall be notified within a reasonable time in writing by the: State of any notice of such claim;,
and, ..
i) That the contractor shall the sole control of the" defense of any: action on such claim and all negotiations for
its settlement or compromise, provided, however, that when principles of government or public law. are involved, the.
State shall have.the option toparticipate in such action at its own expense.
d) Should the goods or software,.. or the operation. thereof,: become; or in the contractor's opmion are likely to
become, the subject -of a claim of infringement of a United. States patent: or: copyright. or a trade secret, the State shall
permit the contractor at its option: and expense either: to. procure for the. State the right to continue using the goods or
software, or to replace or modify the same so that theybecorim non -infringing. Ifnone of these options can
reasonably be taken, or if the use of such goods or software by the State shall be prevented by injunction, the
contractor agrees to take back such .goods or software and make every reasonable effort.to assist the State
procuring substitute: goods or software. If, in the sole opinion of the State, the return of such infringing goods or
software makes the retention of other goods or software acquired from the contractor under this contract impractical,
the State shall then have the option of terminating such. contracts, or applicable portions thereof, without penalty or.
terinination charge. The contractor agrees to take back sua goods or software and refund any sums the State has
paid contractor less any reasonable amount for use or damage.
e) The contractor shall have no liability to the State under any provision ,of this clause with respect to any claim of
patent, copyright or trade secret .infringement which is based upon:
i) The combination or utilization of goods fumished hereunder with equipment or devices notmade or
furnished by thecontractor; or,
ii) The operation of equipment famished- by the contractor under the control of any operating software other
than,.or in addition to, the current version ofcontractor-supplied operating sofware; or.
ui) The modification by the. State of the equipment furnished hereunder or of the software, or
iv) The combination or utilization of software furnished hereunder with non -contractor suppliedsothvare.
f Contractor certifies that it has appropriate systems and controls in place to ensure that state funds -will not be used
inthe performance of thiscontract for the acquisition, operation or maintenance of computer softwar.e:in violationof
copyright Iaws:
g) The foregoing states the entire liability0f the contractor to the State with respect toinfiingement.of:patents,
copyrights or trade secrets. .
37. EXAMINATION AND AUDIT. General Provision No. 37 augments Section 10, "State Audits" of
1VIMCAP.Agreement No.`IVIMS28015. Contractor agrees. that the State, or its designated representative shall have
the right to review and copy any records: and supporting documentation pertaining to performance of this contract.
Contractor agrees tomaintain such records for possible audit for a miniinuin of three (3) years after final payment,
unless a longer period ofrecords retention is stipulated. Contractor agrees to allow the auditor(s) access:to such
records during normal business hours and to allow interviews of any employees or others'who might reasonably
have information related to such records. Further; contractor agrees to include a similar right of the State to audit
records and interview staff in any subcontract related t0 performance of this contract..
38. DISPUTES:
a) The parties shall deal in good faith andattempt to resolve potential disputes informally. If the dispute persists,
contractor: shall submit to the Department Director or designee a written demand for a final decision regarding the
Page 14'of 19
MMCAP Contract No.,. MMS28015
disposition of any dispute between the parties arising under, related to or involving this contract, unless the State, on
its own initiative, has already rendered such a final decision. Contractor's written demand shall be fully supported
by factual information, and if such demand involves a cost adjustment to the contract, contractor shall include with
the demand a written statement signed by an authorized person indicating that the demand is made in good faith,
that the supporting data are accurate and complete and that the amount requested accurately reflects the contract
adjustment forwhich contractor believes the State is liable. If the contractor is not satisfied with the decision of the
Department Director or designee, the contractor May appeal the decision to the Department of General Services,
Deputy Director, Procurement Division In the event that this contract is for information technology goods and/or
services, the decision may be appealed to an Executive Committee of State and contractor personnel.
b) Pending the final resolution of any dispute arising under, related to or involving this contract, contractor agrees to
diligently proceed with the performance of this contract, including the delivery of goods or providing of services in
accordance with the State's instructions. Contractor's failure to diligently proceed in accordance with the State's
instructions shall be considered a material breach ,of this contratt.
c) Any final decision of the State shall be expressly identified .as such, shall be in writing, and shall be signed by the
Department Director or designee or Deputy Director, Procurement Division if an appeal was madelf the State fails
to render a fmal decision within 90 days after receipt of contractor's demand, it shall be deemed a final decision
adverse to contractor's contentions. The State's final decision shall be COOCIUS1Veand binding regarding the dispute
unless contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days
following the date of the final decision or one (1) year followhig the accrual of the cause of action, whichever is
later.
39. STOP WORK:
a) The State may, at any thne, by written Stop Work Order to the contractor, require the contractor to stop all, or any
part, of the work called for by this contract for a period up to 90 days after the Stop Work Order is delivered to the
contractor, and for any further period to which the parties may wee. The Stop Work Order shall be specifically
identified as such and shall indicate it is issued under this Clank. Upon receipt of the Stop Work Order, the
contractor shall immediately comply with its terms and take all reasonable steps to minim i7c the incurrence of costs
allocable to the Work covered by the Stop Work Order during the period,of work stopPage. Within a period of 90
days after a Stop Work Order is delivered to the contractor, or within any extension of that period to which the
parties shall have agreed, the State shall either
i) Cancel the Stop Work Order; or
ii) Terminate the work covered by the Stop Wink Order as provided for in the termination for default or the
termination for convenience clause of this contract.
b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension
thereof expires, the contractor shall resume work The State shall make an equitable adjustment in the delivery
Schedule, the contract price, or both, and the contract shall be Modified, in writing, accordingly, if:
.i) The Stop Work Order results in an increase in the tine required for, or in the contractor's cost properly allocable
to the performance of any part of this contract; and
ii) The contractor asserts its right to an equitable adjustment within 30 days after the end of the period of work
stoppage; provided, that if the State decides the facts itistify the action, the State may receive And act upon a
proposal submitted at any time before final payment under this contract.
c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance
with the provision entitled Termination for the Convenience of the State, the State Shall allow reasonable costs
resulting from the Stop Work Order in arriving at the termination settlement.
d) The State shall not be liable to the contractor for loss of pr6fits because ofa Stop Work Order issued under this
clause.
40. PRIORITY HIRING CONSIDERATIONS: If this contract includes services in excess of $200,000, the
contractor shall give priority -consideration in filling vacancies in positions funded by the contract to- qualified
_recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.
Page 15 of 19
MMCAP Contract No.: MMS28015
41. COVENANT AGAINST GRATUITIES: The contractor warrants that no gratuities (in the form of
entertainment, gifts, br otherwise) were offered or given by the contractor, or any agent or representative of the
contractor, to any officer or employee of the State with a view toward securing the contract or securing favorable
treatment with respect to any determinations concerning the perfopnance of the contract For 'breach or violation of
this warranty, the State shall have the right to terminate the contract, either in whole or in part, and any loss or
damage sustained by the State in procuring on the open market any items which contractor agreed to. supply shall be
borne and paid for by the contractor. The rights and remedies of the State provided in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law or in equity.
-42. NONDISCRIMINATION CLAUSE:
a) During the'perforinance of this contract, contractor and its subcontractors Shall not unlawfully discriminate,
harass or allow harassment, against any employee or applicant for employment because of sox, sexual orientation,
race, color, ancestry, religious creed, national _Origin, disability (inelmding HIV and AIDS), medical condition
(cancer), age, marital status, and denial of faniily Care leave. Contractor and subcontractors Shall insure that the
evaluation and treatment of their employees and applicants for employment are free from such discrimination and
hatassnient. Contractor and subcontractors shall comply with the provisions ofthe Fair.Employrnent and Housing
Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California
Code of Regulations, Title 2, Section 7285.0 et seq.), The applicable regulations of the Fan Employment and.
Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of
Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof
as if set forth in full. Contractor and its subcontractors shall give written notice of their obligatiOns'under this clause
to labor organiaations with which they have a collective bargaining or other agreement.
b) The contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to
perforin work under.the contract.
43. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of
:perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued
'against the contractor Within the immediately preceding two-year period because of the contractor's failure to
comply with an order of the National Labor Relations Board. This provision is required by, and Shall be construed
in accordance with, PCC Section 10296.
44. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections .4552, 4553, and
4554, the following provisions are incorporated herein:
a) In submitting a bid to the State, the supplier offers and agrees that ff the bid is accepted, it will assign to the'State
all rights, :title, and interest in -and to all causes of action it may have under Section 4 of the Clayton Act (15
15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the
Business and Professions Code), arising froth purchases Of goods, material, orservices by the supplierfor sale to the
State pursuant to the solipitation. Such assigmnent shall be made and become effective at the time the'State tenders
final payment to the suPplier.
b) Ifthe State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned
Under this Chapter, the assignor shall be entitled to receive reiinbursement for actual legal costs incurred and may,
upon demand, recover from the State any portion of the recovery, including treble damages, attributable to
overcharges that were paid by the assignor but were not paid by the State as part of the bid price, less the expenses
incurred in obtaining that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee shall, Within one year from such demand, reassign the
cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for
Which the cause of action arose and
i) the assignee has not been injured thereby, or
ii) the assignee declines to file a court action for the cause of action.
Page 16 of 19
MMCAP Contract. No.: MMS28015.
45. DRUG -FREE WORKPLACE CERTIFICATION: The contractor certifies under penalty of perjury under
the laws of the State of California that the contractor will comply with the requirements of the Drug -Free Workplace
Act of.1990 (Government Code Section 8350 et seq.) and will provide a drug -free workplace by taking the
following actions:
a) Publish a statement notifying employees that unlawful manufacture, :distribution, dispensation, possession, or use
of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as
required by Government Code Section 8355(a).
b) Establish a Drug -Free Awareness Program as required by Government Code Section 8355(b) to inform
employees about all of the following:
i) the dangers of drug abuse in the workplace;
ii) the person's or-organization's policy of maintaining a drug -free workplace;
iii) any available counseling, rehabilitation and employee assistance programs; and,,
iv) penalties that may be imposed upon employees for drug abuse violations.
c)Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or
resulting contract:
i) will receive a copy Ofthe company S drug -free: policy statement; and,
ii) will agree toabide by the terms of the company§ statement as a condition of employment on the contract.
46. FOUR -DIGIT DATE. COMPLIANCE:. Contractor warrants that it will. provide only Four -Digit Date..
Compliant (as defined below) Deliverables and/or services to the State: "Four Digit Date Compliant"
Deliverables and services can accurately process, calculate, compare, and sequence date data, including
without limitation date data arising out of or relating to leap years and changes in centuries. Tili§.
warranty and representation is subject to the warranty :terms and conditions of this Contract and does not
limit the generality of warranty obligations set forth elsewhere herein.
47, SWEATFREE CODE OF CONDUCT:
a) Contractor declares under penalty of perjury that no apparel, garments or corresponding accessories, equipment,
materials, or supplies furnished to the State pursuant to the contract have been produced in Whole or in part by
sweatshop labor, forced labor, convict labor, indentured labor under- penal sanction, abusive forms of child labor or
exploitation of children in sweatshop labor,; or with the benefit of sweatshop labor, forced labor, convict labor,
indentured labor under penal sanction, abusive forms of child labor or exploitation of children.in sweatshop labor.
Contractor further declares under penalty of perjury that they adhere to the Sweat free Code of Conduct as set forth
on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code.
Section 61.08,
b) Contractor agrees to cooperate fully in providing reasonable access toits records, documents, agents or
:employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial
Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph
(a)•
48. RECYCLING; General Provision No. 48 is hereby deleted:: The Contractor shall certify in writing under
penalty of perjury, the minimum, if not exact, percentage of post consumcrnaterial as defined in the Public -.
Contract Code Section 12200, in products, materials, goods, or supplies offered or soldto the State regardless of
whether the product meets the requirements of Section 1.2209. With respect to printer of duplication cartridges that
comply with the requirements of Section 12.156(e), the certification required by this subdivision shall specify that
the cartridges so comply (PCC 12205)..
49. CHILD SUPPORT COMPLIANCE ACT.: For any contract in excess of $100,000, the contractor
acknowledges in accordance with PCC Section 7110, that:
a) The contractor recognizes the importance of childand fanvly support obligations and shall fully comply with ail.
applicable state and federal laws relating to child and family support: enforcement, including, but not limited to,
Page 17 of 19
MMCAP Contract No.: MMS28015
disclosure of infonnation and compliance:: with earnings assignment orders, as provided in Chapter 8 (commencing
with. Section 5200) of Part 5 ofDivision 9 of the Family Code; and
b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders .of all
employees and is providing the naives of all new employees to the New Hire Registry maintained by the California
Employment Development Department,
50..AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with.
the Americans with. Disabilities Act of :1990 (42 U.S.C. 12101 et seq).
51. ELECTRONIC WASTE RECYCLING ACT OF.2003: General Provision No. 5l'is hereby deleted. The -
that evidence compliance.
52. USE TAX COLLECTION: In accordance with PCC Section.10295.1, Contractorcertifies that it complies
with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will
immediately advise State of any change in its retailer's seller's permit or certification of registration or applicable
affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1:
53. EXPATRIATE CORPORATIONS.: Contractor hereby declares that it is not an expatriate corporation or
subsidiary of an expatriate corporation within the meaning of PCC Section 10286 and 1.0286.1, and is eligible to
contract with the State.
54.:D.OMESTIC PARTNERS: For contracts over $100,000 executed: or amended after January 1, 2007, the
contractor certifies that the contractor is in with Public Contract Code.section 10295.3,.
Page 18 of 19
MMCAP Contract No.: MMS28015
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly reaffirmed
and remain in full force and effect.
1. Guaranteedlleturns
The Vendor certifies that the appropriate pe on(s) have executed this
Agreement on btha1foftheyendoasr4dred by applicable articles,
bylaws, resaluticiyr--64.inanceS.
By:
Title:
Date:
By:
/"C
Title:
Date:
2. State ofCalifornia
Approved as to cont and a reo to be bound
hereby:
By:
Title:
es,e7er• .stv 0-fr 7 ak,:van—
Date: •/2 /1 7'2
3. State of 1V1inneSota, MMCAP Prokrana
In ac9&ane with Minn. Stat. §16C 03 subd, 3
By:
Title:
Date:
MMCAP Pharmacist
4. Commissioner ofAdniinistration
In accordancewith Minn. Stat, C 05 subd:2
By:
Date: ct dew
5cPs
Page 19 of 19
AMENDMENT NO. 2 TO MMCAP CONTRACT NO. MMS28015
State of California Agreement NO."1-08-65-54-A
THIS AMENDMENT is by and between the State of Minnesota, acting through its. commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100.Colin Drive, Holbrook, NY 11741 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS28015.. Section 3.2 CONTRACT
Administration of the Original Contract is being amended to change the contact information for Guaranteed Returns
and the State of California.
Contract Amendment
The following terms and conditions are added to the Original Contract and are applicable only to the provision
of pharmaceuticals returns services to facilities 'within the State of California:
3.2 CONTRACT ADMINSTRATION
Any notice required to be given pursuant to the terms and provision of this Agreement will be in
writing and will be sent by certified mail, return receipt requested to:
Guaranteed Returns
State of California
State of Minnesota, MMCAP.Program
Jonathan Genovese
Rhonda Kitchen
Heather C. Pickett
National Accounts Manager
Health Program Specialist
Acting Manager
Guaranteed Returns
Department of General Services
MMCAP
100 Colin. Drive
707 3rd Street, 2nd Floor, MS 201
50 Sherburne Avenue, Suite 112
Holbrook, NY .11741
West Sacramento, CA 95605-2811
St. Paul, MN 55155
(800) 473-2138 Ext 108
(916) 375-4465
(651) 201-2412
jenovese@guaranteedreturns.com
Rhonda.Kitchen@dgs.ca.gov
Heather.Pickett@state.mn.us
Except as herein amended, the provisions of the Original Contract between the parties hereto. are expressly
reaffirmed and remain in full force and effect.
1. Guaranteed Returns
The Vendor certifies that the appropriate erson(s) have executed this
Agreement on behalf of the'Vendor • re9quired by applicable articles,
bylaws, resolutio , or9rdinanc
By:
Title:
Date:
By:
Title:
Date: _
2. State of California �ff
Approved as to conJe1 hd agrees to be. bound
hereby:
Title: 7 �--
Date: / " 7CJ07
3. State of Minnesota, MMCAP Program.
In accorda with Minn. Stat. § 16C.03, subd. 3
By: .. � t�- chi /1114-ut-bi BC -PS
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4. Commissioner of Adminis5 ati t n
In accorda e with inn. S C.t)5 .ubd.2.
By:
Date:
AMENDMENT NO.3 TO MMCAP CONTRACT NO. MMS28016
THIS. AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100 Colin Drive, Holbrook, NY 11.741-4308 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS28015 (Original Contract): MMCAP and
the Vendorare willing to amend the Original Contract as stated below.
Contract Amendment
(1322JV)
Effective; March 31, 2010, the table outlined in the Statement of Work (SOW) Section 20.2 of the Original Contract
Is deleted In Its entirety and replaced with the following table:
A ; i 4 L
Servjce e c C1ripO
R6 4 ,Y
Waste tracking fee
Included
Disposal without inventory (non -hazardous, non-scheduled)
$0.49 per pound
Disposal with inventory (non -hazardous, non-scheduled)
$0.75 per pound
Disposal of Regulated (non -hazardous, non-scheduled)
$2.45 per pound
Disposal of Hazardous Materials
$3.95 per pound
Disposal of ScheduledClI-CV
$1.25per pound
Executed DEA 222 Forms
$5.00 per pound
UPS A.R.S. Shipping labels
$9.85 per pound
Shipping per Pallet (Based on 5001b.)
$400 per pallet (estimate)*
*Contact Guaranteed Returns to schedule a pick up and receive actual shipping costs.
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
and effect.
1. GUARANTEED RETURNS 2. STATE OF MINNESOTA FOR MMCAP
The Vendor certifies tha the`` appropri pe son(s) have
executed this Agre nt on beh r th ' ender as required In accordance with Minn. Stat. § 18C.03, Subd. 3
by applicable a es, ytaws sot Ins, or ordinances.
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3. COMMISSIONER OF. ADMINISTRATION
In accordance wit Minn. Stat. § 18C.05, Sut}d. 2
BY; A7 4
3-37-i v Date:
AMENDMENT NO.4 TO MMCAP CONTRACT NO: MMS28015
THIS _AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100 ColinDrive, Holbrook, NY 11741-4308 (''Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS28015 (Original Contract). MMCAP and
the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
Revision: Article 1.2 is amended to read: 1.2 Expiration date: October(31, 2011,:or until all obligations have. been
satisfactorily fulfilled, whichever occurs first, with the option to, extend an additional 2 years in one (1) year
increments as determined solely by the State.
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect. .
1. GUARANTEED.R 'rURNS
The Vendor certijleti tja t approprtate person(s) have
executed thIsA§reenfe ton behalf of. the Vendor as required
by appltctbtelar icgs ,byla ? rresolutions,or ordinances:
By:
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Date: q—3-/0
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Date:
2. STATE OF MINNESOTA FOR MMCAP
In accordance with Minn. Stat, ' 160.03, Subd. 3
By:
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Date: . 9-
R.c r ?iO, 3C,e'S
3. COMMISSIONER OF ADMINISTRATION
In accordance vOth n. Stat. ' 16C:05, Subd. 2
Guaranteed Returns
MMS28015
Amendment 5
is not posted for
viewing
AMENDMENT NO. 6 TO MMCAP. CONTRACT NO. MMS28015
THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100 Cohn Drive, Holbrook, NY 11741-4308 ("Vendor")
MMCAP has a contract with the Vendor identified as Contract No MMS28015 (Original Contract). MMCAP and
the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
(1M)
Revision: Article 1.2 of the Original Contract is amended to read: 1.2 Expiration date: October 31, 2012, or until
all obligations have been satisfactorily fulfilled, whichever occurs first, with the option to extend an additional one
(1) year as determined solely by the State.
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect.
1. GUARANTEED.RRTU NS.
The Vendor certilles th the afpropriate person(s) have
executed this Agree Ent o beh f of the Vendor as required
by spoliate edict b w7,(Iions.
or ordinances.
By:
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Date: 2-2-- t//
By:
Title:
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Date: V2/3-///
2. STATE OF. MINNESOTA FOR MMCAP
In accordance with Minn. Stat. 16C.03, Subd. 3
By: .
Title: S C'-(-N.-rAc.,u tv4 Acke-DJ
Date:
3. COMMISSIONER OF ADMINISTRATION
In accordance with Minn. Slat. 16Cbd. 2
By:
Title:
Date:
•
AMENDMENT NO, 7 TO MMCAP CONTRACT NO. MMS28015
THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State") on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and Guaranteed
Returns, 100 Colin Drive, Holbrook, NY 11741-4308 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No. MMS28015 (Original Contract). MMCAP and
the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
(HP)
Effective when signed, Article 4.1 (D) of the Original Contract Is deleted in its entirety and replaced with:
(D) MMCAP Administrative Fee. On a bimonthly basis, the Vendor must return to MMCAP an administrative fee
of 3% of the credit returned during those two months (not the Estimated Return Value). The fee is In
consideration for assisting with the cost of administering the Contract. The administrative fee will be remitted to
MMCAP within 30 days of the end of the following periods:
January 1— February 28
March 1 — April 30
May 1 -- June 30
July 1— August 31
September 1 — October 31
November 1 — December 31
Payments must be sent to MMCAP, 50 Sherburne Avenue, Suite 112, St, Paul, MN 55155. The vendor must
provide a report detailing the total credit to all MMCAP Members. The report must be submitted by the payment
due date and sent to mn.mmcan cc state.mn.us.
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect.
1. GUARANTEED RET RNS
The Vendor ce figs that tl appropriate person(s) have
executed this greed G on be Ifofthe Vendor as required
byapIicabl anti s 5 aws eso( o s, or ordinances.
2. STATE OF MINNESOTA FOR MMCAP
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In accordance with Minn. Stat. ' 16C.03, Subd. 3
Date:
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Date:
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3. COMMISSIONER OF ADMINISTRATION
In accordance with Minn. Stat. ' 160.05, Subd. 2
By:, ) al CT�t,� t), Pha4-t4 B,CtS
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Date: 3
AMENDMENT NO. 8 TO MMCAP CONTRACT NO. MMS28015
THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration
("State) on behalf of the Minnesota Multistate Contracting Alliance for Pharmacy ( MMCAP") and Guaranteed
Returns, 100 Colin Drive, Holbrook, NY 11741-4308 ("Vendor").
MMCAP has a contract with the Vendor identified as Contract No.'1‘./MS28015 (Original Contract). MMCAP and
the Vendor are willing to amend the Original Contract as stated below.
Contract Amendment
(I.M)
Revision: Article 1.2 of the Original Contract is amended to read: 1.2 Expiration date: November 1, 2013, or until
all obligations have been satisfactorily fulfilled, whichever occurs first.
Except as herein amended, the provisions of the Original Contract between the parties hereto are expressly
reaffirmed and remain in full force and effect.
1. GUARANTEED RET,UR
The Vendor certifies thaplfe apjoprjIe person(s) have
executed this AgreeCM on ha f the Vendor as required
by applicable aI byl olutys, or ordinances.
By:
Title:
Date:
By:
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Title:
Date:
A,e(
2. STATE OF MINNESOTA FOR MMCAP
In accordance with Minn. Stat. 16C.03, Subd. 3
By: ANN40\e3
Title: \
Date: Cr)
3. COMMISSIONER OF ADMINISTRATION
In accordance with Minn. Stat. 16C.05, Subd. 2
By:
Title:
Date:
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Amlut-ed-44- 401;44/