Family Lawn_STC.pdf

25-72102103-ITB

Pest Control Services Page 1 of 14

Exhibit A

SCOPE OF WORK

1. PURPOSE

To provide Customers with Pest Control Services on a regional basis, pursuant to the terms set forth in this Scope of Work.

2. DEFINITIONS

Definitions contained in section 287.012, Florida Statutes (F.S.); Rule 60A-1.001, Florida Administrative Code (F.A.C.); and Exhibit B, Enterprise Standard Terms and Conditions; are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions for the purposes of this Scope of Work. All definitions apply in both their singular and plural sense.

Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8:00 a.m. to 5:00 p.m. at the Customer’s location.

Certified Operator – As defined in section 482.152, F.S.

Commodity Code – The State’s numeric code for classifying commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services.

Confidential Information – Information that is trade secret or otherwise confidential or exempt from disclosure under Florida or federal law.

Contract Manager – The representative designated by the Department who will oversee all aspects of the Contract, monitor performance expectations, and serve as the primary point of contact for the Contractor.

Contractor – A Vendor that enters into a Contract with the Department.

Control Book – A log, maintained either virtually or physically for each facility, that serves as a central record for Pest Control Services provided.

Customer – A State agency or Eligible User.

Customer-Specific Scope of Work (Customer SOW) – Tasks, deliverables, preferences, and terms and conditions for the requested Pest Control Services established by the Customer.

Department – The Department of Management Services (DMS), a state agency.

Eligible User – As defined in Rule 60A-1.001, F.A.C.

Facility – Any building, structure, or property owned, leased, or operated by a Customer in Florida. This includes all interior and exterior spaces.

Docusign Envelope ID: FD9E34F9-1937-427B-AA89-B91D627A6F2E

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Facility Manager – The individual(s) designated by the Customer who will oversee and manage the operations, maintenance, and performance of facilities, and serve as the point of contact for the Contractor.

Fumigation – As defined in section 482.021(10), F.S.

General Pest Control Services – Pest Control Services which exclude pest control of Rodents and Termites.

Inspection – A thorough assessment by the Contractor to identify and document pest activity, signs of infestation, and potential risks within specified facility areas.

Integrated Pest Management (IPM) – As defined 482.021(15), F.S.

Pest – As defined in section 482.021(21), F.S.

Pest Control Services – Pest control, as defined in section 482.021(22), F.S.

Pesticide – As defined in section 482.021(23), F.S.

Region – Service area compromised of specific Florida counties, as defined in the Region Map.

Rodent – As defined in section 482.021(24), F.S.

Rodent Control – As defined in section 482.021(25), F.S.

Safety Data Sheets (SDS) – As defined by Occupational Safety and Health Administration (OSHA), includes information such as the properties of each chemical; the physical, health, and environmental health hazards; protective measures; and safety precautions for handling, storing, and transporting the chemical.

State – The State of Florida.

Term Contract – The legally enforceable State Term Contract, as defined in section 287.012, F.S., between the Department and the awarded Bidder(s) resulting from this solicitation.

Termite – Termites and other wood-destroying organisms, as defined in section 482.021(30), F.S.

Termite Pest Control – As defined in section 482.021(28), F.S.

3. SCOPE OF WORK

3.1 Description of Scope

The Contractor shall provide Pest Control Services which includes General Pest Control Services, Integrated Pest Management (IPM), Rodent Control, and Termite Control Services.

The Contractor shall furnish all labor, materials, services, expertise, supervision, tools, and equipment necessary to ensure the prevention, control, and eradication of Pests from the

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Customer's Facilities. All Pest Control Services shall be performed in compliance with the requirements of this Term Contract.

3.2 Customer-Specific Scope of Work

Customers shall develop a Customer SOW which establishes tasks, deliverables, requirements, and preferences for the requested Pest Control Services. The Customer shall include the Customer SOW in the Request for Quote issued to the Contractors, and the Customer SOW shall be incorporated into any order issued by the Customer. Customers are permitted to request terms and conditions which supplement those contained in this Term Contract. The Customer SOW may include, but is not limited to the following information:

Customer-specific deliverables Key Performance Indicators (KPIs) or Customer’s criteria for completion related to tasks, project duties, and deliverables Contractor responsibilities Facility access requirements and work hours Customer specific financial consequences for non-performance Customer specific terms and conditions Communication or reporting requirements Any additional requirements as determined by the Customer

3.3 Pest Control Services

Pest Control Services shall include, but are not limited to, General Pest Control Services, Integrated Pest Management, Rodent Control Services, and Termite Control Services, which are detailed below:

3.3.1 General Pest Control Services and Integrated Pest Management (IPM)

3.3.1.0 The Contractor shall provide General Pest Control Services, as described in this Scope of Work.

3.3.1.1 When performing General Pest Control Services, the Contractor shall only use Pesticides that comply with the provisions of the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136, et seq.) as amended by the Federal Environmental Pesticide Control Act of 1972 and the regulations issued thereunder. Pesticide use shall be in accordance with section 3.8, Use of Chemicals.

3.3.1.2 The Contractor shall only use Pesticides that comply with the Florida Pesticide Law, sections 487.011 - .175, F.S., and the regulations issued thereunder.

3.3.1.3 The Contractor shall prepare the premises for treatment and take necessary safety precautions to ensure the safety of any Facility occupants.

3.3.1.4 The Contractor will visit each property at the Customer’s requested frequency to inspect and service the interior and exterior of the Facility as identified by the Customer to include, but not limited to, the following:

A ten-foot perimeter around the facility Offices, lobbies, waiting areas, file rooms, storage closets Loading docks

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Common areas, entrance ways, roof, hallways, and stairways Lunchrooms, kitchens, kitchenettes, break areas, and all other food preparation, storage, holding, and serving areas Compactor areas that are adjacent to kitchens Medical rooms, restrooms, and janitorial closets Maintenance areas Dormitory areas Trash collection areas Basement areas Mechanical rooms & utility areas Elevator rooms and associated elevator pits Accessible structural voids Garage & parking areas (on-site and off-site) Guard booths and tollbooths Outlying buildings and tunnels

3.3.1.5 Any ant trails shall be followed to the source and exterminated. The Contractor shall provide, place, and remove ant bait stations for interior ant infestations.

3.3.1.6 The Contractor shall perform treatments during the Business Day, unless otherwise specified by the Customer.

3.3.1.7 The Contractor shall coordinate all treatments, including Fumigation or other applications, with the Facility Manager to take place either during or after the Business Day, as appropriate. Copies of Safety Data Sheets (SDS) must be provided, along with authorization from the agency's Health and Safety personnel.

3.3.1.8 The Contractor shall be responsible for Integrated Pest Management (IPM) per section 482.021(15), F.S.

3.3.1.9 IPM shall consist of several components including, but not limited to:

Identifying the types of pests involved Identifying and correcting conditions contributing to pest infestations Determining areas requiring treatment, both with nonchemical methods, such as trapping and monitoring devices, and pesticides Selecting and implementing the appropriate treatment procedures Inspecting and monitoring to evaluate results and to detect new pest invasions

3.3.2 Rodent Control Services

3.3.2.0 The Contractor shall provide inspection services, setting of traps and glue boards, bait, etc. where necessary, check traps, pick up and dispose of any Rodents that are caught, and provide callbacks for missed or incomplete rodent control services, as needed, during a control period that will be determined at the time of the initial inspection, as referenced in Section 3.13.1. The Contractor shall ensure proper disposal of all Rodent carcasses.

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3.3.2.1 The Contractor shall remove all traps and glue boards at the end of the specific control period and dispose of any Rodents that are caught.

3.3.2.2 At the end of the initial control period, the Facility Manager will evaluate the Rodent control progress to determine if an additional control period is required.

3.3.2.3 Rodent Control inside occupied Facilities shall be accomplished with trapping devices only. A locator map of these trapping devices shall be produced to and approved by the Facility Manager prior to placing the trapping devices. All such devices shall be concealed out of the general view, and in protected areas so as not to be affected by routine cleaning and other operations.

3.3.2.4 Rodenticide applications outside of Facilities shall emphasize the direct treatment of Rodent burrows wherever feasible. Powdered rodenticides, bait blocks, and pellets are permissible for use in burrows.

3.3.2.5 The Contractor shall provide Rodent Control Services, and only use Pesticides, that comply with the provisions of the Federal Insecticide, Fungicide and Rodenticide Act (7 USC 136 et seq.) as amended by the Federal Environmental Pesticide Control Act of 1972 and the regulations issued thereunder. Pesticide use shall be in accordance with section 3.8, Use of Chemicals.

3.3.2.6 The Contractor shall only use Pesticides that comply with the Florida Pesticide

3.3.2.7 The Contractor shall prepare the premises for treatment and take necessary

3.3.2.8 The Contractor will visit each property at the Customer’s requested frequency to

A ten-foot perimeter around the Facility

Loading docks Common areas, entrance ways, roof, hallways, and stairways Lunchrooms, kitchens, kitchenettes, break areas, and all other food preparation, storage, holding, and serving areas Compactor areas that are adjacent to kitchens Medical rooms, restrooms, and janitorial closets Maintenance areas Dormitory areas Trash collection areas Basement areas Mechanical rooms & utility areas Elevator rooms and associated elevator pits Accessible structural voids Garage & parking areas (on-site and off-site) Guard booths and tollbooths

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3.3.2.9 The Contractor shall perform treatments during the Business Day, unless

3.3.2.10 The Contractor shall coordinate all treatments, including Fumigation or other

3.3.3 Termite Control Services

3.3.3.0 The Contractor shall provide Termite inspection services which shall cover inspection for signs of a Termite infestation, both past and present, and inspection of conditions that may allow Termites to thrive, such as excess moisture and wood-to-ground including wood damage, mud tubes, discarded wings, Termite exit holes and Termite droppings.

3.3.3.1 The Contractor shall provide Termite Control Services which includes prevention, elimination, and treatment for Termites.

3.3.3.2 In accordance with Rule 5E-14.105(6), F.A.C. when periodic Termite reinspection’s are required, the Contractor shall furnish to the Customer, after each reinspection, a signed report of the condition of the property with respect to presence or absence of Termites and whether retreatment was made.

3.3.3.3 The Contractor shall provide Termite Control Services, and only use Pesticides, that comply with the provisions of the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136, et seq.) as amended by the Federal Environmental Pesticide Control Act of 1972 and the regulations issued thereunder. Pesticide use shall be in accordance with section 3.8, Use of Chemicals.

3.3.3.4 The Contractor shall only use Pesticides that comply with the Florida Pesticide

3.3.3.5 The Contractor shall prepare the premises for treatment and take necessary

3.3.3.6 The Contractor will visit each property at the Customer’s requested frequency to

A ten-foot perimeter around the Facility

Loading docks Common areas, entrance ways, roof, hallways, and stairways Lunchrooms, kitchens, kitchenettes, break areas, and all other food preparation, storage, holding, and serving areas Compactor areas that are adjacent to kitchens Medical rooms, restrooms, and janitorial closets

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Maintenance areas Dormitory areas Trash collection areas Basement areas Mechanical rooms & utility areas Elevator rooms and associated elevator pits Accessible structural voids Garage & parking areas (on-site and off-site) Guard booths and tollbooths

3.3.3.7 The Contractor shall perform treatments during the Business Day, unless

3.3.3.8 The Contractor shall coordinate all treatments, including Fumigation or other

3.4 Documentation

In addition to the other documentation requirements set forth in the Term Contract, the Contractor shall maintain a Control Book to document Pest Control Services, which must include the names of the Contractor and personnel, the application site and purpose, the name of the Pesticide or insecticide used, the date, time, and location of the application, the target pests, a map with the location of all traps in use at the Facility, a schedule of when the Contractor will check the traps, and any precautions related to the application. The Control Book will also be used to record specific pest issues, report service deficiencies, and include additional information such as Contractor Sign-In and Sign-Out Sheets, SDS for the Facility, service and staffing plans, and any other documents requested by the Customer, such as permits or training certifications.

The Contractor is responsible for updating and maintaining the Control Book. Upon request, the Customer may require the Control Book to remain on-site or be made available for review.

Customers may also request additional reports or records, as contemplated in the Customer

SOW.

3.5 Pricing

Contractors shall deliver Pest Control Services as outlined in Exhibit C, Price Sheet, based on the square footage of each Facility. The Customer may request an initial inspection, as contemplated in subsection 3.13.1. to determine the appropriate Pest Control Services for any Facility. The Contractor shall provide Pest Control Services at the specified Facility in accordance with the frequency outlined in the Customer's agreement with the Contractor. All services listed in Exhibit C, Price Sheet, shall be provided in accordance with the Pest Control Services section of this SOW.

3.6 Per Building Pricing

A per building price model may be used by the Customer instead of the price per square foot model included in Exhibit C, Price Sheet. The per building price shall not exceed the price per square foot for the specific Facility included in Exhibit C, Price Sheet for similar Pest Control

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Services at the applicable Facility. The per building price shall be fully detailed in the Customer’s order.

3.7 Personnel Requirements

3.7.1.0 The Contractor shall identify a primary contact person with whom the Customer may consult regarding contract performance throughout the entire life of the contract. The Contractor shall provide a working phone number and email address for this person. This person shall be reachable at all times during Business Days. The Contractor shall acknowledge all Customer inquiries within 24 hours of being contacted. The primary contact person shall be available to decide on behalf of the Contractor including, but not limited to, changes in service and schedule.

3.7.1.1 The Contractor shall ensure personnel availability to provide Pest Control Services at the frequencies listed in Exhibit C, Price Sheet.

3.7.1.2 Each employee who performs Pest Control Services shall have an Employee Identification Card from the Florida Department of Agriculture and Consumer Services (FDACS), per section 482.071, F.S.

3.7.1.3 Prior to commencing work, the Contractor, shall provide the Customer with copies of its Pest Control Business License from FDACS and of the Pest Control Operator’s Certificate necessary to perform the services within the scope of work. These licenses and certifications must be maintained throughout the life of the Contract, in accordance with sections 482.071 and 482.111, F.S.

3.8 Use of Chemicals

3.8.1.0 Pursuant to Section 9, Compliance with Laws, of the PUR 1000, General Contract Conditions, the Contractor shall adhere to all relevant laws, industry standards, and health and safety requirements.

3.8.1.1 The Contractor shall provide labels and SDS for every Pesticide used on the premise. Copies will be maintained in the Control Book. All such pesticides must be approved by the Facility Manager.

3.8.1.2 Pesticides shall be used only if adequate control cannot be achieved with non-chemical methods.

3.8.1.3 Pesticide use shall consist of the least hazardous material, most precise application techniques, and minimum quantity of material necessary to achieve control.

3.8.1.4 Pesticides shall not be stored at the Customer’s Facility.

3.8.1.5 Pesticides shall never be applied when employees are present, unless otherwise approved by the Customer.

3.8.1.6 Pesticides shall never be applied when Facility HVAC systems are off.

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3.8.1.7 Pesticides applied to the air must never be used for routine treatment inside Facilities. Pesticides must be applied only as containerized or crack and crevice treatments in which the applied treatment is never visible.

3.8.1.8 Insecticides shall be applied only as baits formulated as solids, pastes, or gels.

Spray or dust formulations must be selected only as a last resort or when solids, pastes, or gels are not practical.

3.8.1.9 Insecticides approved for normal use must be limited to nonvolatile bait formulations that are either applied to cracks and crevices or concealed inside protective containers.

3.8.1.10 Bait formulations, traps, vacuuming, sanitation, and exclusion techniques must be emphasized for insect control inside Facilities.

3.8.1.11 Fogging may be required for flea infestation, using Pyrethrum pt .565 or an equivalent substance. Active ingredients shall contain:

Pyrethrum 50% Technical Piperonly Butoxide 1.000% N-Octyl Bicycopeptene –

Dicaboride 1.000% refined petroleum oil 8.000%.

Inert: 89.500%, equivalent to 0.8% (Butylcarbity) 6-Prepylpiperonly and 0.2 of related compounds.

3.8.1.12 The Contractor shall provide and ensure the wearing of necessary protective clothing, masks, eye protection, hearing protection, shoes, etc. as required by any applicable laws, regulations, ordinances, or manufacturer’s instruction.

3.9 Work Hours

The Contractor shall perform Pest Control Services on Business Days, unless otherwise authorized by the Customer. The Customer reserves the right to adjust work hours to serve the specific needs of the Facility. The Customer may list operational work hours in the Customer SOW. The Contractor shall only commence overnight Pest Control Services as directed by the Customer.

3.10 Customer Site Access

The Contractor shall ensure that all personnel, including subcontractors, adhere to the following access and conduct requirements at Facilities:

3.10.1.0 Contractor personnel shall carry an identification card at all times while on the premises. Access to the Facilities shall be managed by the Facility Manager. Upon arrival, the Contractor shall check in with the Facility Manager before commencing any Pest Control Services. The Contractor shall check out with the Facility Manager upon completing the services.

3.10.1.1 The Contractor shall perform treatments in a manner that avoids interruptions or interference with the Customer’s business operations, causing the least inconvenience to Facility occupants and visitors.

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3.10.1.2 Upon completing any treatments or other services, the Contractor shall ensure that the premises are free of excess materials, debris, and equipment.

3.10.1.3 All Contractor personnel, including subcontractors, shall remain within designated work areas and shall not enter any restricted areas within the Facility.

3.10.1.4 The Contractor agrees that all personnel shall adhere to the Customer’s code of conduct, including policies on workplace violence, sexual harassment, and discrimination.

3.11 Addition, Deletion and Square Footage Adjustment of Locations The Customer reserves the right to add or delete Facilities to and from the Customer SOW or order resulting from this Term Contract when deemed to be in the best interests of the Customer. These additions and deletions will be based on square footage. The Customer also has the right to adjust square footage for specific Facilities based on written agreement between Customer and Contractor. Any Facilities that are added will be charged in accordance with the pricing established in this Term Contract.

3.12 Price Adjustments

Price adjustments may be permitted for changes in the Contractor pricing and shall be supported by a change in the Producer Price Index (PPI) for the Series ID PCU325320325320.

This information is published by the U.S. Department of Labor, Bureau of Labor Statistics (BLS), and is available at http://www.bls.gov/data.

Prices may be adjusted no earlier than twelve (12) months after the start date of the Term Contract and no earlier than twelve (12) months after the effective date of the previous price adjustment, whichever is later. When requesting a price adjustment, the Contractor shall submit a written justification to the Contract Manager detailing the reason(s) for the request; an increase in the PPI is not sufficient justification for a price increase by itself.

Price adjustments shall not exceed the percent change in PPI or five percent (5%), whichever is less. The percent change in PPI shall be calculated using the following formula:

(B - A) / A = Z

Where:

A = earliest PPI (PPI at the time the initial term or previous price adjustment) B = latest PPI (latest available non-preliminary PPI at time of price adjustment request) Z = percent change in PPI

The Department may, in its sole discretion, make an equitable adjustment in the contract terms and pricing if pricing or availability of services are affected by extreme and unforeseen volatility in the marketplace.

Any price adjustments shall not take effect until written approval has been granted in writing by the Department. The Contractor shall give no less than 30 days advance notice of any approved price adjustment to the Customer.

3.13 Service Requirements

3.13.1 Initial Inspection

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At the Customer’s request, in response to a Customer’s request for quote, the Contractor shall complete a thorough initial Inspection of the interior and exterior of each Facility. The purpose of the initial Inspection is for the Contractor to evaluate the need for Pest Control Services and to identify any problem areas. The Contractor shall document any identified issues or infestations and present an action plan to the Customer for pest elimination and control. The initial Inspection will be at no cost to the Customer. During the initial Inspection, the Contractor shall also meet with the Customer to discuss specifications, administering and scheduling work, safety practices, and contract administration.

3.13.2 Scheduling of Services

3.13.2.0 All services must be scheduled with the Customer in advance for each Facility.

3.13.2.1 Prior to providing services, the Contractor shall verify the square footage for each location being serviced. Any discrepancies in square footage shall be brought to the attention of Customer and the price may be adjusted accordingly, per the Customer’s written approval.

3.13.2.2 Customers shall request Pest Control Services at the frequencies outlined in Exhibit C, Price Sheet, as specified in Section 3.16. If the Customer determines that the service frequency needs to be adjusted to another frequency outlined in Exhibit C, Price Sheet, the Customer shall notify the Contractor as soon as possible to ensure the adjustment is implemented before the next scheduled treatment.

3.13.3 Callback Services

In the event that the Contractor fails to complete the services as specified in the Term Contract, the Contractor shall be obligated to remedy any discrepancies or deficiencies, following the receipt of written notice of such failure. The Customer shall notify the Contractor of non-performance or unsatisfactory performance and the Contractor shall correct such item in a time frame identified by the Customer. The Contactor shall not receive any further compensation for the callback service. Upon completion of the callback service the Contractor shall confirm with the Customer that the issue has been resolved.

3.13.4 Emergency Services

The Contractor shall provide emergency services which include unscheduled services that require immediate attention to return the Facility to proper working conditions and eliminate any risk to the Customer.

3.13.4.0 The Contractor shall provide the Customer with a current list of emergency numbers for 24-hour emergency response. Response time for emergency services shall require that a Certified Operator be onsite within two hours of notification from the Customer.

3.13.4.1 If the emergency is due to an act of omission or lack of service on the part of the Contractor, services shall be rendered at no additional cost to the Customer.

3.13.4.2 The Contractor shall provide a Certified Operator at the hourly rate set forth in the Price Sheet to provide emergency services that are not due to an act of omission or lack of service on the part of the Contractor.

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3.13.5 Quality Control

If required by the Customer, the Contractor’s on-site supervisor shall perform a detailed inspection covering a minimum percentage specified by the Customer of the maintained space during each treatment or service and shall report each inspection to the Customer.

3.13.6 Loss or Damage

The Contractor shall be responsible for repairing any damage caused to the Facility by the Contractor's personnel. The Contractor shall receive Customer approval to initiate and complete repairs. The Contractor shall complete the repairs within 30 calendar days of receiving Customer approval. Under no circumstances will the Contractor perform or have performed repairs without the express prior approval of the Customer. The Customer shall not bear the risk of any loss. The Contractor shall be responsible for any loss or theft of any items and equipment, public or private, from the workplace.

3.14 Warranty

The Contractor shall ensure that the Contractor’s standard warranty shall cover all Pest Control Services available through the Term Contract. The Contractor’s standard warranty is required to provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and required performance criteria. The Contractor’s standard warranty coverage shall be identical to or exceed the most inclusive of those customarily provided for the Pest Control Services specified herein that are sold to any federal, state, or local governments.

The Contractor’s standard warranty shall have a minimum term of one year from the delivery of service and shall begin only after the delivery of service by the Customer.

Should the Contractor’s standard warranty conflict with any requirements, specifications, terms, or conditions of the Term Contract, or any Customer agreement then the Term Contract and Customer agreement requirements, specifications, terms, and conditions shall prevail.

3.15 Compliance and Compatibility

It is the Contractor’s responsibility to ensure that the Pest Control Services supplied are compliant with the Term Contract requirements, specifications, terms, and conditions. The Contractor’s acceptance of the Customer’s order shall indicate that the Contractor agrees to deliver the Service(s) that is fully compliant and compatible with the Customer’s order requirements, specifications, terms, and conditions.

3.16 Request for Quotes Requirement

Customers shall use a Request for Quotes (RFQ) in accordance with sections 287.056(2) and 287.0591, F. S., and Rule 60A-1.043, F.A.C., when making purchases off this State Term Contract (Term Contract). For any purchases off the Term Contract, the Contractor recognizes its responsibility for all tasks and deliverables contained in the Term Contract and any Customer Request for Quote, warrants that it has fully informed itself of all relevant factors affecting accomplishment of the tasks and deliverables, and agrees to be fully accountable for the performance thereof. Customers shall include, at a minimum, the following information in the Customer RFQ:

1. Statement of purpose

2. Customer-Specific Scope of Work (required for per building pricing)

3. Job duties, tasks, and deliverables

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3.17 Financial Consequences

Failure to comply with the requirements of the Term Contract will result in the imposition of financial consequences. The following financial consequences will apply for the Contractor’s failure to meet the performance metric standard and due date corresponding with the deliverables under the Term Contract. The Customer may impose additional Financial Consequences beyond those stated herein to apply to that Customer’s purchase. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Term Contract termination, or nonrenewal, when the Contractor has failed to comply with the provisions of the Term Contract.

The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Term Contract performance and every month or quarter, respectively, thereafter.

Financial Consequences Chart

Deliverable Performance Metric Performance Due

Date

Financial Consequence for Non-Performance

Contractor will timely submit complete Quarterly Sales Reports

All Quarterly Sales Reports will be submitted timely with the required information

Completed reports are due on or before the 30th calendar day after the close of each State fiscal quarter

$250 per day late

Contractor will timely submit complete MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Completed reports are due on or before the 15th calendar day after the close of each month

$100 per day late

Contractor will provide a Certified Operator to Customers’ Location within two hours of being initially contacted for Emergency Services

Emergency Services response time meet the Emergency Services section requirements in the Scope of Work

Completed providing a Certified Operator to the Customers’ location within two hours of being initially contacted

$50 per hour late

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No favorable action will be considered when Contractor has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is required under this Contract.

Deliverable Performance Metric Performance Due

Date

Financial Consequence for Non-Performance

Contractor shall acknowledge all Customer inquiries within 24 hours of being contacted

Acknowledgement time shall meet the requirements of the Personnel Requirements section in the Scope of Work

Contractor acknowledgement within 24 hours of being contacted

$50 per day late

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Exhibit B

ENTERPRISE STANDARD

TERMS AND CONDITIONS

These Enterprise Standard Terms and Conditions set forth the terms and conditions regarding the administration of the Term Contract, including the provision of Products to Customers. Customer specific terms for purchases off this Term Contract shall be set forth in the Customer specific agreement.

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SECTION 1. DEFINITIONS

Capitalized terms used herein are defined as follows:

“Attachments” means the attachments, addenda, schedules, exhibits, and other documents, however so titled, attached hereto or incorporated by reference herein.

“Business Days” means Monday through Friday, inclusive, excluding State holidays specified in section 110.117, Florida Statutes (“F.S.”).

“Contractor” means the person or entity that is a party to the Term Contract and is offering Products for purchase.

“Customer” means the agency, as defined in section 287.012, F.S., or eligible user, as defined in Rule 60A-1.001, Florida Administrative Code (“F.A.C.”), that makes a purchase off the Term Contract. For the avoidance of doubt, this also includes the Department when it purchases off the Term Contract.

“Department” means the Department of Management Services, an agency as defined in section 287.012, F.S., responsible for the administration of this Term Contract.

“Enterprise Alternate Contract Source” means a contract authorized pursuant to section 287.042(16), F.S., or approved pursuant to section 287.057(3)(b), F.S., for statewide use.

“Product” means any deliverable under the Term Contract, which may include commodities and contractual services, as each is defined in section 287.012, F.S. “Product” does not include, and no State funding under the Term Contract is being provided for, promoting, advocating for, or providing training or education on “Diversity, Equity, and Inclusion” (“DEI”). DEI is any program, activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender identity, or sexual orientation and promotes differential or preferential treatment of individuals on the basis of such classification, or promotes the position that a group or an individual’s action is inherently, unconsciously, or implicitly biased on the basis of such classification.

“State” means the State of Florida

“State Term Contract” means a term contract that is competitively procured by the department pursuant to section 287.057, F.S. and that is used by agencies and eligible users pursuant to section 287.056, F.S.

“Term Contract” means the legally enforceable term contract, as defined in section 287.012, F.S., between the Department and Contractor to which these Enterprise Standard Terms and Conditions apply, including all Attachments thereto. The Term Contract is either a State Term Contract or an Enterprise Alternate Contract Source.

SECTION 2. CONTRACT AMENDMENT

2.1 Amendment. The Term Contract contains all the terms and conditions agreed upon by the parties. Unless otherwise stated in Term Contract, the Term Contract may only be amended upon mutual written agreement signed by the parties. No oral agreements or representations will be valid or binding upon the Department or the Contractor. Unless explicitly agreed to by the Department in the Term Contract, no unilateral alteration or modification of the Term

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Contract terms, including substitution of Product, will be valid or binding against the Customer.

The Department and Contractor may modify the Term Contract to alter, add to, or deduct from the Term Contract specifications, provided that such changes are within the general scope of the Term Contract. The parties may make an equitable adjustment in the Term Contract price or delivery date if the change affects the cost or time of performance.

SECTION 3. CONTRACT CONSTRUCTION AND ADMINISTRATION

3.1 Construction. Unless the context requires otherwise, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Term Contract as a whole, inclusive of all Attachments. Unless the context requires otherwise, references herein to (i) sections or Attachments mean the sections of, or Attachments to, the Term Contract; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or other law or regulation means such statute, rule, or other law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

Unless the context requires otherwise, whenever the masculine is used in the Term Contract, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine. Unless the context requires otherwise, whenever the singular is used in the Term Contract, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. All references to "$" or "dollars" means the United States Dollar, the official and lawful currency of the United States of America.

The Term Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Attachments referred to herein will be construed with, and as an integral part of, the Term Contract to the same extent as if they were set forth verbatim herein.

3.2 Administration. Execution in Counterparts. The Term Contract may be executed in counterparts, each of which will be an original and all of which will constitute but one and the same instrument.

3.2.1 Notices. Where the term “written notice” is used to specify a notice requirement herein, said notice will be deemed to have been given (i) when personally delivered;

(ii) email (with confirmation of receipt) the day immediately following the day (except if not a Business Day then the next Business Day) on which the notice or communication has been provided prepaid by the sender to a recognized overnight delivery service; or (iii) on the date actually received except where there is a date of the certification of receipt.

Unless otherwise specified, the Contractor shall deliver all notices to the Department’s Contract Manager and the Department shall deliver all notices to the Contractor’s Contract Manager.

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3.2.2 Severability. If a court deems any non-material provision of the Term Contract void or unenforceable, all other provisions will remain in full force and effect. Upon a determination that any material provision is void or unenforceable, the parties shall negotiate in good faith to modify this Term Contract to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

3.2.3 Waiver. The delay or failure by the Department to exercise or enforce any of its rights under the Term Contract will not constitute or be deemed a waiver of the Department’s right thereafter to enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

3.2.4 Survivability. The Term Contract and any and all promises, covenants, and representations made herein are binding upon the parties hereto and any and all respective heirs, assigns, and successors in interest. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of the Term Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, reporting, and public records, will survive termination or expiration of the Term Contract.

3.2.5 Third Party Beneficiaries. The parties acknowledge and agree that the Term Contract is for the benefit of the parties hereto. The Term Contract is not intended to confer any legal rights or benefits on any other party, except such rights and benefits associated with a purchase made by a Customer off this Term Contract.

SECTION 4. CONTRACT TERM, SUSPENSION, AND TERMINATION.

4.1 Term. The initial term will begin on the date set forth in the Term Contract documents or on the date the Term Contract is signed by all parties, whichever is later.

Upon written agreement, the Department and the Contractor may renew the Term Contract in whole or in part only as set forth in the Term Contract documents, and in accordance with section 287.057(13), F.S. No costs may be charged for the renewals.

4.2 Suspension of Work and Termination.

4.2.1 Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Term Contract, at any time, when it is in the best interest of the State of Florida to do so. The Department will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Term Contract. Suspension of work will not entitle the Contractor to any compensation for services not performed or commodities not delivered during the suspension period nor for any additional compensation.

4.2.2 Termination for Convenience. The Term Contract may be terminated by the

Department, by written notice to the Contractor thirty (30) calendar days in advance, in whole or in part at any time, when the Department determines in its sole discretion that it is in the Department’s interest to do so. The Contractor shall not furnish any Product after it receives the notice of termination, except as necessary to complete

SP approved version 9-12-2024 Page 5 of 20 the continued portion of the Term Contract, or a continued purchase off the Term Contract, if any. The Contractor will not be entitled to recover any cancellation charges or lost profits. If the Term Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of any Customer contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor.

4.2.3 Termination for Cause. The Department may terminate the Term Contract if the

Contractor fails to (i) on multiple occasions, timely deliver Products purchased by Customers, (ii) on multiple occasions, maintain adequate progress on Customer purchases, thus endangering performance, (iii) honor any term of the Term Contract, or (iv) abide by any statutory, regulatory, or licensing requirement. The Department may, at its sole discretion, (i) immediately terminate the Term Contract, (ii) notify the Contractor of the deficiency and require that the deficiency be corrected within a specified time, otherwise the Term Contract will terminate at the end of such time, or (iii) take other action deemed appropriate by the Department. The Contractor shall continue work on any work not terminated.

Except for defaults of subcontractors at any tier, the Contractor will not be liable for any excess costs if the failure to perform arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor will not be liable for any excess costs for failure to perform, unless the subcontracted Products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. 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 will be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under the Term Contract. The Customer will notify the Department of any vendor that has met the grounds for placement of the vendor on the Department of Management Services’ Suspended Vendor List, as required in section 287.1351, F.S.

4.2.4 Termination for Non-Compliance with E-Verify. Pursuant to section

448.095(5)(c)1., F.S., the Department shall terminate the Term Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S.

Pursuant to section 448.095(5)(c)2., F.S., if the Department has a good faith belief that a subcontractor knowingly violated section 448.09(1), F.S., the Department shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor.

4.2.5 Termination Related to Statutory Certifications. At the Department’s option, the

Term Contract may be terminated if the Contractor is placed on any of the lists referenced in the attached PUR 7801, Vendor Certification Form, or would otherwise be prohibited from entering into or renewing the Term Contract based on the statutory provisions referenced therein.

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4.2.6 Termination for Refusing Access to Public Records. In accordance with section 287.058, F.S., the Department may unilaterally terminate the Term Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Term Contract, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.

SECTION 5. PURCHASES OFF THE TERM CONTRACT.

5.1 Purchases. By executing the Term Contract, the Contractor agrees to allow Customers to make purchases off the Term Contract. Purchases from Customers other than the Department are independent of the agreement between the Department and the Contractor, and the Department shall not be a party to such transaction. Customers’ purchases off the Term Contract are limited to Products offered under the Term Contract, and no additional Products may be provided under a purchase off the Term Contract.

5.2 Purchase Submission. For any purchases off the Term Contract, either the contract (as defined in Rule 60A-1.001, F.A.C.) must be executed between the Customer and Contractor, or the purchase order (as defined in Rule 60A-1.001, F.A.C.) must be issued by the Customer to the Contractor, no later than the last day of the Term Contract’s term to be considered timely. Contracts executed, or purchase orders issued, after the last day of the Term Contract’s term shall be considered void.

5.3 Terms. The terms of the Form PUR 1000, General Contract Conditions, incorporated in Rule 60A-1.002, F.A.C., and linked here http://www.flrules.org/Gateway/reference.asp?No=Ref- 16731, are hereby incorporated by reference herein and will apply to all purchases made by a Customer off the Term Contract. The Customer may attach additional terms and conditions specific to its particular purchase made off the Term Contract, which are considered Special Conditions. The term “Special Conditions” does not include any Contractor-provided documents, including attachments or standard preprinted forms, service agreements, end user agreements, product literature, or “shrink wrap” terms accompanying or affixed to a Product, whether written or electronic, or terms incorporated onto the Contractor’s order or fiscal forms or other documents forwarded by the Contractor for payment. Any Customer Special Conditions shall not become a part of the Term Contract.

5.3.1 Term. The term of the Customer purchase off the Term Contract will be as specified in the purchase, except that if renewals of the purchase are permitted, the Customer and Contractor shall not renew the purchase if the Term Contract expires prior to the effective date of the renewal. Any existing term of a purchase off the Term Contract shall not extend more than forty-eight (48) months beyond the end of the Term Contract. However, if an extended pricing plan offered in the Term Contract is agreed upon by the Customer and Contractor and extends more than forty-eight (48) months beyond the end of the Term Contract, the agreed upon extended pricing plan terms shall govern the maximum duration of the purchase. The Contractor is required to fulfill timely purchases that extend performance beyond the Term Contract term even when such extended delivery will occur after expiration of the Term Contract. For such purchases, all terms and conditions of the Term Contract shall survive the termination or expiration of the Term Contract and apply to the Contractor’s continued performance.

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