Attachment A - Scope of Work.pdf

Real Estate Development and Management

4050 Esplanade Way Tallahassee, FL 32399-0950

Ron DeSantis, Governor Pedro Allende, Secretary

ATTACHMENT A – SCOPE OF WORK

REAL ESTATE SERVICES

ITN NO. DMS-22/23-007

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

REAL ESTATE DEVELOPMENT AND MANAGEMENT

Table of Contents

SECTION 1. OVERVIEW

SECTION 2. DEFINITIONS

SECTION 3. SERVICES

SECTION 4. ELIGIBLE USER’S RIGHT TO REBATE

SECTION 5. CONTRACTOR COMPENSATION

SECTION 6. SERVICE CREDIT HOURS AND REBATES

SECTION 7. CONTRACTOR’S ACCOUNT MANAGEMENT TEAM

SECTION 8. RESPONSIBILITIES OF THE AGENCY OR ELIGIBLE USER

SECTION 9. PROCUREMENT DOCUMENTATION

SECTION 10. DELIVERABLES

SECTION 11. REPORTING

SECTION 12. SUBCONTRACTORS

SECTION 13. FINANCIAL CONSEQUENCES FOR NONPERFORMANCE

SECTION 14. CORRECTIVE ACTION PLAN

SECTION 15. ADDITIONS AND DELETIONS

SECTION 16. TRANSITION PLAN

SECTION 17. WARRANTIES

SECTION 18. DAMAGES FOR DELAY

SECTION 19. RESTRICTIONS ON ACTIONS

DMS-22/23-007 Page 2 of 16 Real Estate Services

SECTION 1. OVERVIEW

In accordance with section 255.249(11), Florida Statutes (F.S.), Contractors will assist and represent the Department of Management Services and Eligible Users in real estate transactions or services. Contractors will be responsible for all work as stated in this Scope of Work.

SECTION 2. DEFINITIONS

Agency Tenant – An official, officer, commission, authority, council, committee, department, division, bureau, board, section, Eligible User, or other unit or entity of the Executive Branch of the government of the State of Florida leasing or otherwise lawfully occupying space in a facility.

Broker Opinion of Value (“BOV”) – An indication of the current market price for a particular parcel of land, building, or combination of land and building, taking into account current area rates; value of similar surrounding properties; asking prices; local and regional sold prices; demographic reports; the costs associated with getting the property ready for sale; and the costs of any needed repairs. Used interchangeably with Broker Price Opinion (“BPO”) in this Scope of Work.

Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8 a.m. to 5 p.m., local time.

Calendar Days – Any day in a month, including weekends and holidays.

Contractor – A Vendor that enters into a Contract as a result of ITN No. DMS-22/23-007.

Commission – an amount earned by a real estate broker for services performed.

Commission Agreement – An agreement specifying the terms, conditions, percentages, and other considerations of the relationship between the Agency Tenant, Tenant Broker, and Property Owner. Agencies and Eligible Users should submit Attachment L – Commission Agreement to the Department for approval within three Business Days of execution.

Credited Services – Real estate consulting services which are funded by Service Credit Hours.

Customer-Specific Scope of Work (“Customer SOW”) – An official request for services sought clearly establishing all tasks the Contractor is required to perform; outlining the project needs;

identifying quantifiable, measurable, and verifiable units of deliverables; and identifying time frames for performance and costing structure. For leasing transactions, the Customer-Specific Scope of Work should take the form of an Attachment E – Engagement Checklist.

Deliverables – Quantifiable, measurable, and verifiable actions, items, or materials directly related to this Scope of Work specifying performance measures.

Department – Florida Department of Management Services.

Eligible User – As defined in Rule 60A-1.001(2), Florida Administrative Code, including executive agencies and the Department; used interchangeably with “Customer” in this Scope of Work.

Engagement Checklist – The list of services requested by an Eligible User on Attachment E – Engagement Checklist.

Florida Facilities Pool – Consists of all State-owned buildings under the Department’s jurisdiction at the time the pool was created in 1985, buildings the Department has since constructed or acquired using revenue bonds, and buildings transferred by State agencies to the pool for management by the Department.

https://www.lawinsider.com/dictionary/commission-agreements

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Independent Market Analysis (“IMA”) – Also known as a “Comparative Market Analysis.” A report prepared by the tenant broker, based on an evaluation of the Eligible User’s needs, which details the rent and other financial considerations using a present-value analysis and the consumer price index for a minimum of three suitable comparable properties in the market. Additionally, the IMA shall include a reconciliation statement which analyzes the conclusions and selects a final opinion of leasing value from both indications of values. If the Eligible User needs a full-service lease, including a build-out, the comparable properties should be estimated to include those rates (not a Triple Net Lease).

Landlord – A lessor of real property; the owner or possessor of an estate in land or a rental property who, in an exchange for rent, leases it to another individual known as the tenant.

Lease Transaction Services – Those services as defined in Section 3.1 of this Scope of Work.

Master Leasing Report – As required by section 255.249(7), F.S., a report based upon the Strategic Leasing Plan which incorporates the following elements:

a. A list, by agency and by geographic market, of all leases that are due to expire within 24 months.

b. Details of each lease, including location, size, cost per leased square foot, lease-expiration date, and a determination of whether sufficient State-owned office space will be available at the expiration of the lease to accommodate affected employees.

c. A list of amendments and supplements to and waivers of terms and conditions in lease agreements that have been approved pursuant to section 255.25(2), F.S., during the previous 12 months and an associated comprehensive analysis, including financial implications, demonstrating such amendments, supplements, or waiver is in the State’s long-term best interest.

d. Financial impacts to the Florida Facilities Pool rental rate due to the sale, removal, acquisition, or construction of pool facilities.

e. Changes in occupancy rate, maintenance costs, and efficiency costs of leases in the State portfolio.

f. Changes to occupancy costs in leased space by market and changes to space consumption by agency and by market.

g. An analysis of portfolio supply and demand.

h. Cost-benefit analyses of acquisition, build, and consolidation opportunities, recommendations for strategic consolidation, and strategic recommendations for disposition, acquisition, and building.

i. Recommendations for using capital improvement funds to implement the consolidation of State agencies into State-owned office buildings.

j. An annual update to the Strategic Leasing Plan as required by section 255.25(4)(c), Florida Statutes.

Property Owner – The person who, by virtue of a deed, certificate of title, or other valid instrument, owns a particular property.

Real Estate Services – Includes services performed by an entity or individual duly licensed or certified pursuant to Part I of Chapter 475, F.S., including all actions in furtherance of lease transactions, portfolio strategies, real estate consulting services, and assistance in preparing reports and strategic planning contemplated by the Florida Legislature or Governor’s Office. The services are performed by the Contractor pursuant to the terms of this Contract and a Customer’s

SOW.

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Real Estate Trend Report – An extensive analysis of the current and emerging real estate market trends and dynamics. The report should include data specified by the Agency or Eligible User as to estimated costs, space availability, or other requested information.

Rebate – The percentage of a Commission owed by the Contractor to an Eligible User and/or Department in accordance with Attachment D – Commission Schedule.

Request for Space Need (“RSN”) – An electronic request submitted by an Agency to the Department to begin to address space needs.

Service Credit Hours – Hours accrued pursuant to Section 6, Service Credit Hours and Rebates, of this Scope of Work.

State – The State of Florida.

Strategic Leasing Plan – A plan created in accordance with section 255.249(6), F.S. The Strategic Leasing Plan must forecast space needs for all State agencies and identify opportunities for reducing costs through consolidation, relocation, reconfiguration, capital investment, and the renovation, building, or acquisition of State-owned space.

Tenant Broker – A Florida-licensed real estate broker who assists Eligible Users in locating, evaluating, and procuring properties and assisting in providing Real Estate Services as detailed in this Scope of Work. The term “Broker” may be used interchangeably.

Triple Net Lease – An agreement on a property whereby the tenant or lessee promises to pay all the expenses of the property, including real estate taxes, building insurance, and maintenance.

These expenses are in addition to the cost of rent and utilities. In contrast, in standard commercial lease agreements, some or all of these payments are typically the responsibility of the Landlord.

SECTION 3. SERVICES

The Contractor shall provide the following Real Estate Services in exchange for compensation as set forth below:

3.1 Lease Transaction Services

The Contractor shall provide Eligible Users with the technical expertise to complete commercial lease and real estate transactions. Contractor shall not commence work until a Purchase Order has been issued, in accordance with Section 8, Responsibilities of the Agency or Eligible User, and for Agencies an RSN has been approved by the Department.

For each lease transaction, Contractor shall provide, at a minimum, the items set forth on the Attachment E - Engagement Checklist, as provided by the Eligible User, or the items as indicated on a Customer SOW attached to a Purchase Order. The services will be completed in accordance with Section 10.1, General Performance Standards, below.

If requested through, and approved by, the Contract Manager, an Eligible User may be allowed to use its accumulated Service Credit Hours, at the quoted rate provided by the Contractor, for any or all of these services.

Lease Transaction Services to be provided per this Scope of Work include, but are not limited to, the following:

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3.1.1 Review, validation, and recommendation of the suitability of boundaries or the desirability of an area for a lease location that meets the Eligible User’s needs using quantitative data;

3.1.2 Review, validation, and recommendation regarding the primary criteria for evaluating legitimate potential space and documentation of such criteria in the Attachment E – Engagement Checklist or Customer SOW;

3.1.3 For markets where such information is readily available, a summary of rental rate trends, vacancy trends, and absorption trends for a period as determined by the Agency in Attachment E – Engagement Checklist or the Customer SOW;

3.1.4 Identification of all State-owned or leased real property, within a defined radius, as reported on publicly-available State databases, determined by the Agency in Attachment E – Engagement Checklist or the Customer SOW;

3.1.5 Identification of lease-action options including an analysis of each option and a projected cost per occupant for each option, including the advantages and deficiencies of each option;

3.1.6 Assessment of proposed options compared to recommendations of the most recent Master Leasing Report and Strategic Leasing Plan, available from the Department;

3.1.7 Development or review of intended lease documents and identification of changes that could broaden competition and identify potential negotiated cost savings;

3.1.8 Distribution of procurement documents by the method and to the extent determined by the Agency in Attachment E – Engagement Checklist or the Customer SOW;

3.1.9 Review and validation, prior to publishing, of all anticipated responses to formally submitted procurement questions;

3.1.10 Participation at all vendor conferences or meetings and all bidder conferences or meetings;

3.1.11 Independent assessment by the Contractor of all procurement responses to issue an opinion on bidder responsiveness, degree of completion of response, and technical evaluation of response;

3.1.12 Recommendation as to which bidder the Eligible User should negotiate with and the rationale for such opinion;

3.1.13 Market analysis inclusive of all comparable facilities within a proximity to the subject facility as determined by the Agency in Attachment E – Engagement Checklist or the Customer SOW;

3.1.14 A summary detailing the negotiation;

3.1.15 Analysis of bidders’ responses to identify the facility and the terms and conditions of the lease that the Contractor recommends the Eligible User select that are in the best interest of the State or Eligible User;

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3.1.16 Review, validation, and recommendation of modifications to final lease documents prior to submission of the lease documents to the selected bidder;

3.1.17 Routing of lease documents for appropriate approval;

3.1.18 Lease transaction service close-out review with Eligible User using Attachment

E – Engagement Checklist to verify and validate completion of all agreed upon services;

3.1.19 Partnership with Eligible Users and Landlords to assist with the monitoring of tenant build-out; and

3.1.20 Providing guidance to the Landlord on the process for payment of the commission to the Eligible User.

3.2 Portfolio Strategy Services

To the extent requested by the Department, and in accordance with this Scope of Work, Contractor may be requested to assist and participate in the development and implementation of annual Strategic Leasing Plan(s) and Master Leasing Report(s) (collectively, the “Plan”).

These services shall include, but are not limited to:

3.2.1 Attendance and participation in one or more portfolio strategy-planning workshops no less than six months prior to submission date of the Plan with prior reasonable notice to the Contractor. This workshop shall address the following:

• Project timeline for development of the Plan;

• List of data required for development of the Plan;

• Review of progress on prior year’s Plan;

• Validation of goals of prior year’s Plan for inclusion in the current Plan;

• Project team meeting schedule;

• Assignment of project team member responsibilities.

3.2.2 Summary of key environmental factors for consideration of impact on portfolio;

3.2.3 Analysis of market rent trends, vacancy, and absorption;

3.2.4 Analysis of market areas of concern and opportunity;

3.2.5 Analysis of portfolio supply and demand;

3.2.6 Summary of strategic plans for consideration against the Plan;

3.2.7 Editorial review of drafts of the Plan;

3.2.8 Plan implementation to the extent implementation activities are considered Lease

Transaction Services.

3.3 Real Estate Consulting Services

An Eligible User may purchase additional services related to real estate management, support, operations, or other similarly related services. The Eligible User must provide a

DMS-22/23-007 Page 7 of 16 detailed Customer SOW, timelines for performance, business strategies, and desired pricing model for the needed service. Related real estate consulting and transactional services include, but are not limited to: relocation services; project management services;

acquisition services; sale, lease, or disposition of properties; trading or swapping of properties; strategic consulting; real estate financial services; and facilities management services. The Contractor shall provide the Eligible User with a quote in the format and method desired by the Eligible User which can be either a flat-fee-for-services quote or an hourly-rate quote at the rates at or below those indicated on Attachment B – Labor Rate Schedule.

Eligible Users may purchase the following additional services, compensated in accordance with the rates set forth in Attachment B – Labor Rate Schedule:

• Independent Market Analysis (IMA): An Eligible User may request an

Independent Market Analysis (IMA) that is independent from a lease transaction and will be paid directly by the Eligible User separate from any transaction.

• Broker Opinion of Value or Broker Price Opinion (BOV/BPO): An Eligible User may request a Broker Opinion of Value or Broker Price Opinion (BOV/BPO) for a specific property.

• Real Estate Trend Report: An Eligible User may request a Real Estate Trend

Report.

The Eligible User shall issue a Purchase Order or a Customer SOW to the Contractor for real estate consulting services. State Agencies are required to use a Purchase Order.

An Eligible User may negotiate directly with any one Contractor for real estate consulting services, but the Department encourages Eligible Users to request quotes from other vendors awarded a Contract for Real Estate Services.

The Contractor will not charge and shall not be entitled to payment for any real estate consulting services that result in or are incidental to a lease transaction for which compensation is paid under Section 5, Contractor Compensation, of this Scope of Work.

SECTION 4. ELIGIBLE USER’S RIGHT TO REBATE

Prior to Contractor providing services under Section 3.1, Lease Transaction Services, of this Scope of Work, Contractor and the Eligible User shall negotiate a Commission, in accordance with Section 5, Contractor Compensation, of this Scope of Work. All Commission rates in Section 5 of the Scope of Work and in Attachment D – Commission Schedule are maximum rates;

however, the Contractor and Eligible user may establish lower compensation rates per transaction.

Contractor is, and has been, fully advised that the Department and Eligible User(s) may be due a percentage of a Commission in the form of a Rebate. Contractor assents to and assigns to the Eligible User and Department, all of Contractor’s rights, title, and interest to any Rebate or part thereof, that an Eligible User or Department are owed. Contractor will use reasonable efforts to ensure any Rebate owed to the Department or Eligible User resulting from Contractor providing services under Section 3.1, Lease Transaction Services, of this Scope of Work will be directed to the Department or Eligible User for disbursement in accordance with Chapter 255.249(11) and 255.25(3), F.S.

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If a Landlord wrongfully withholds a Commission with a Rebate payable to the Department or Eligible User, the Contractor and the Eligible User will cooperate in the diligent pursuit of collection of the withheld Commission.

The Contractor may not submit an invoice to the Eligible User for Commission reimbursement until and unless the Commission from the Landlord is paid to the Eligible User in accordance with this Section.

Commission paid by a Landlord to the Eligible User is not subject to the charges imposed under section 215.20, F.S.

The Department has the authority to negotiate with the Contractor for a cap on Commissions per Service or more broadly. Any change to the Commissions shown on Attachment D – Commission Schedule will require an amendment to the Contract.

SECTION 5. CONTRACTOR COMPENSATION

The Contractor shall not be entitled to compensation in excess of or in addition to the compensation limits established herein.

5.1 Compensation for Lease Transaction Services

Contractor’s compensation for performing the Lease Transaction Services allowed under this Contract shall be in the form of a Commission paid by the Landlord through the Eligible User, as indicated below. Contractor’s compensation shall be made based on the aggregate of each of the annual amounts of the gross base rent for the entire term of the lease. All payments for Lease Transaction Services as well as any other services procured under this Scope of Work must be evidenced by either a Purchase Order and an approved Attachment L – Commission Agreement.

Commissions shall not exceed the amounts established in Attachment D – Commission Schedule. Contractor is not authorized to charge for, and is not entitled to receive, payment for any services that result in, or are incidental to, a lease transaction for which compensation is paid under this Section, without prior written authorization from the Eligible User.

Commissions received by an Eligible User on behalf of Contractor shall be paid to Contractor as indicated herein. Payment of Commissions to Contractor is contingent upon the Landlord remitting payment to the Eligible User. Under no circumstances shall Commissions become payable to the Contractor by the Eligible User until such payments have been remitted to the Eligible User by the Landlord.

Commissions shall be earned in installments, as follows:

• New Leases: 50% of the Commission shall be earned upon full execution of the lease documents by the Landlord, the Eligible User, and the Department; and 50% of the Commission shall be earned upon the Eligible User taking occupancy of the leased premises.

• Lease Modification: Should the lease be in the same location that the Eligible User was located, and therefore not requiring the Eligible User to move, 100% of the Commission shall be earned at the time of full lease execution by the Landlord, the Eligible User, and the Department.

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• All Other Lease Transaction Services: Payment shall be made as indicated on the Purchase Order, though not in a manner which conflicts with this Contract.

The renewal of a lease in accordance with an underlying lease is not subject to a Commission. For example, an Eligible User exercising a contract’s available renewal term is not subject to the earning of a Commission.

5.2 Compensation for Portfolio Strategy Services and Real Estate Consulting Services

Services outlined in Section 3.2, Portfolio Strategy Services, and Section 3.3, Real Estate Consulting Services, shall be priced on an hourly rate per unit or fee-for-service basis, neither of which shall exceed the rate schedule for the applicable service identified by the Contractor and reflected in Attachment B – Labor Rate Schedule.

5.3 No Payment for Expenses

Contractor shall not be entitled to reimbursement of any costs or expenses incurred in the course of performing any services, including costs associated with couriers, meeting preparation, or meeting attendance, except by prior and specific written agreement with the Eligible User. Costs associated with travel shall not be entitled to be reimbursed.

5.4 No Other Compensation

Contractor may not receive any other compensation for services rendered under this Contract. All terms relating to the compensation of Contractor shall be as specified in this Contract and may not be supplemented or modified absent an amendment to this Contract consistent with the terms of the solicitation.

5.5 Invoicing Requirements

Contractor shall provide all documentation required by the Agency or Eligible User for invoicing as specified in the Purchase Order or Customer SOW.

SECTION 6. SERVICE CREDIT HOURS AND REBATES

As of the Contract Effective Date, the Department shall be allotted 200 Service Credit Hours, for portfolio strategy services and real estate consulting services as identified in this Scope of Work.

Utilization of Service Credit Hours shall be tracked using Attachment F – Service Credit Hours Accounting Form.

The Contractor agrees to issue all Service Credit Hours to the Department upon receipt of agreed payments from the Agency or Eligible User for any of the service categories identified in the Contract. The Department may use Service Credit Hours, at its discretion, to offset costs for any services performed for the Department, and may allocate those credit hours to Eligible Users at its discretion to be used to offset an Eligible User’s costs.

6.1 Accrual of Service Credit Hours

In addition to the Service Credit Hours identified above, Service Credit Hours shall accrue as follows:

6.1.1 Service Credit Hour(s) shall be accrued annually by the Department as indicated on Attachment B – Labor Rate Schedule on the Contract Effective Date and each year thereafter, on the anniversary month and day the Contract was effective;

6.1.2 Service Credit Hours shall also be accrued by the Department based on the rebate split schedule provided in Attachment D – Commission Schedule; and

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6.1.3 Contractor’s failure to perform specific requirements of this Contract may result in additional Service Credit Hours being awarded to the Department, as specified in Attachment C – Performance Standards and Guarantees.

6.2 Use of Service Credit Hours

The Department may use Service Credit Hours for the benefit of individual Eligible Users as payment for any Service provided for in the Contract at the rate of one Service Credit Hour for one hour of Service. Any request for an Eligible User to use Credit Service Hours must be approved by the Department’s Contract Manager. To initiate utilization of Service Credit Hours, the Department will complete and submit Attachment G – Service Credit Hours Direct Order Request & Approval Form to the Contractor. The Department may also utilize Service Credit Hours as payment for lease actions when the Department is acting as the Agency or Eligible User.

Unused Service Credit Hours will carry over to subsequent years during the Contract term.

Service Credit Hours not expended prior to the expiration of the Contract shall be valid and usable for a purchase effectuated prior to the expiration of the Contract which shall not exceed the expiration of the Contract by more than twelve months. Performance of such services shall be pursuant to the terms and conditions of this Contract, which shall survive the termination or expiration of the Contract. The duration of the use of Credit Hours shall not exceed the expiration of the Contract by more than twelve months. The Department must request services from the Contractor using Credit Hours 30 Business Days prior to the end of the twelve-month expiration.

The Contractor shall maintain a detailed accounting of Service Credit Hour accrual and usage and shall report accrual and usage to the Department by the 15th day of each month, by using Attachment F – Service Credit Hours Accounting Form.

6.3 Rebates

Certain lease actions will result in the payment of a Rebate to the Agency or Eligible User.

See Attachment D – Commission Schedule for an example.

6.3.1 All lease actions within the space or property type standards detailed in Attachment

D – Commission Schedule shall result in the payment of Rebates to the Department and the Agency customer in accordance with the current Commission Schedule unless otherwise negotiated by the Department. Any change to the Commissions shown on Attachment D – Commission Schedule will require an amendment to the Contract.

6.3.2 The Department may elect, with Eligible User approval, to negotiate a Rebate split different from the split listed in the current Attachment D – Commission Schedule.

Any change to the Commissions shown on Attachment D – Commission Schedule will require an amendment to the Contract.

6.3.3 Agencies and Eligible Users may elect to use their Rebates to reduce the

Commission expenses, reduce lease expenses, or tenant improvement expenses.

SECTION 7. CONTRACTOR’S ACCOUNT MANAGEMENT TEAM

Contractor must maintain an office in Florida and shall establish an Account Management Team to work directly with Eligible Users.

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7.1 Account Managers

Contractor shall designate Contractor’s primary account manager (“Account Manager”) who will be dedicated to the Department. The Account Manager (or designee) shall be available to the Department from 8 a.m. until 5 p.m. locally, Monday through Friday, excluding State holidays. The Account Manager must have at least two years of relevant experience and authority to resolve any conflicts arising from the delivery of Real Estate Services under this Contract. If the Account Manager demonstrates a lack of sufficient experience and authority and is therefore unable to fulfill duties, the Department may request the replacement of the Account Manager with written notification. Within 30 Calendar Days of written notification, Contractor shall notify the Department, in writing, of the replacement Account Manager.

7.2 Contractor’s Representatives

Contractor shall designate Contractor’s representatives (“Contractor’s Representatives”) dedicated to an Eligible User for each transaction performed under the Customer SOW.

Contractor’s Representatives (or designees) shall be available to the Eligible User and the Department from 8 a.m. until 5 p.m. locally, Monday through Friday, excluding State holidays. Contractor’s Representatives must have authority to carry out all agreed upon Real Estate Services. If a Contractor’s Representative demonstrates a lack of sufficient experience and authority and is therefore unable to fulfill duties, the Department may request the replacement of a Contractor’s Representative with written notification. Within 30 Calendar Days of written notification, Contractor shall notify the Department, in writing, of the replacement Contractor’s Representative.

7.3 Annual Review Meetings

Contractor’s brokers shall meet with the Contract Manager annually to provide information as requested by the Contract Manager and work toward resolving any operational issues.

The Department and Contractor’s Contract Managers will meet at least once a year to review Contract performance, Contract deliverables, training, and/or clarifications. The Department is responsible for annually updating Attachment J – List of Private Leases and providing the updated Attachment J – List of Private Leases to the Contractor’s Contract Managers at the meeting. The meeting will be scheduled in Tallahassee at a mutually agreeable date and time.

SECTION 8. RESPONSIBILITIES OF THE AGENCY OR ELIGIBLE USER

The Agency or Eligible User utilizing this Contract must:

8.1 Procure space in accordance with sections 255.25(2)(a) and 255.25(3)(a), F.S., when required by law;

8.2 Provide a detailed Customer SOW or Purchase Order including, but not limited to, requirements of the Contractor, timeframes required for services, expectations for tasks and deliverables, the required period of performance, specific deliverables to be provided, payment method, and Financial Consequences;

8.3 Consider the negotiated commission rate when evaluating the proposed lease action’s value to the State;

8.4 Monitor the performance of the Contractor using specific and measurable quantitative metrics evaluating cost avoidance and minimization in addition to suitability and overall satisfaction;

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8.5 Complete Attachment H – Tenant Broker Evaluation Form accurately and with adequate information to provide feedback to the Department and Contractor related to the Contractor’s performance; and

8.6 Assess financial consequences as outlined in the Customer SOW or Purchase Order. If financial consequences are assessed, information regarding the consequence must be provided by the Agency or Eligible User to the Department in Attachment H – Tenant Broker Evaluation Form.

SECTION 9. PROCUREMENT DOCUMENTATION

9.1 Lease Transaction Services

The Contractor shall not deliver or furnish any Lease Transaction Services under this Contract until either a Purchase Order is received from the Eligible User or for Agencies, a Department-approved RSN is received from the Department. All Purchase Orders shall:

• Bear the Contract number DMS 22/23-007;

• Be placed by the Eligible User directly with the Contractor;

• Be deemed to incorporate by reference the terms of this Contract;

• Contain performance standards for all deliverables with associated time frames;

• Have a completed Attachment E – Engagement Checklist or a Customer SOW.

Any discrepancy between the Contract terms and the terms stated on either the Purchase Order or the Contractor’s confirmation or acknowledgement of the Purchase Order shall be resolved in favor of terms most favorable to the Eligible User.

To be considered timely, the Contractor must receive Purchase Orders or RSNs no later than 30 Calendar Days prior to the last Calendar Day of the Contract’s term. The Contractor is obligated to fill those orders in accordance with the Contract. Timely Purchase Orders or RSNs shall be valid through their specified term and performance by the Contractor, and all terms and conditions thereof shall survive the termination of this Contract.

Within four Business Days of receiving a Purchase Order or RSN, the Contractor will provide the Eligible User or Agency with a written acknowledgement the Contractor either accepts or rejects the Purchase Order or RSN. A rejection must state the specific reasons for the rejection. The Contractor shall not reject a Purchase Order or RSN unless it contains terms imposing unreasonable burdens, represents a conflict of interest, or is inconsistent with other provisions of this Contract.

9.2 Other Real Estate Services

Requests from an Eligible User for services other than Lease Transaction Services shall be documented by a Purchase Order, Customer SOW, or other written agreement which clearly establishes specific tasks the Contractor is required to perform. The request must outline the period of performance, specific deliverables to be provided and accepted prior to payment, specific criteria used to determine the Contractor’s successful performance, payment type (commission, flat fee, or hourly), and financial consequences the Eligible User will apply if the Contractor fails to perform in accordance with the Purchase Order or written agreement. This includes the use of the Contractor for Independent Market Analysis, Broker Opinion of Value or Broker Price Opinion, or a Real Estate Trend Report.

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SECTION 10. DELIVERABLES

In providing the services within this Scope of Work, Contractor shall be required to meet or exceed the following performance standards:

10.1 General Performance Standards

10.1.1 Contractor shall work under the direction, supervision, and authority of the State agency or Eligible User, subject to the statutes and rules governing lease procurements.

10.1.2 Contractor will receive training from the Department concerning the rules governing general leasing and the procurement of leases. Training may include, but is not limited to, training at the Annual Review Meeting, as detailed in Section 7.3; training provided by the Department through a desktop guide; and training provided by the Department’s Contract Manager or designee through on-call assistance.

10.1.3 Contractor will provide all labor, materials, and supplies necessary to perform the

Real Estate Services in this Scope of Work.

10.1.4 Contractor must operate an office in Florida throughout the duration of this

Contract and shall establish an Account Management Team to work directly with Eligible Users, with the Account Management Team based in Florida, as verified annually by the Department’s Contract Manager. Failure to operate an office within the State of Florida will result in the suspension of work for the Contractor (see Attachment C – Performance Standards and Guarantees).

10.1.5 Contractor must comply with all applicable provisions of chapter 475, F.S., and the rules thereunder.

10.1.6 The Contractor shall deliver all services in a professional and skillful manner in accordance with the standards and quality prevailing in the industry and in accordance with this Contract.

10.1.7 Contractor shall provide the Department monthly written updates on transactions in process for all Real Estate Services under this Contract. Updates are due by the fifth Business Day of the following month. At its sole discretion, the Department may approve alternate update frequencies.

10.2 Lease Transaction Services Performance Deliverables

10.2.1 For each transaction under Section 3.1, Lease Transaction Services, Contractor shall ensure completion of an Attachment E – Engagement Checklist or Customer SOW that shall provide documentation of the expectations of the lease transaction.

The Agency or Eligible User may request further details to gain a more thorough understanding. Contractor shall distribute copies of Attachment E – Engagement Checklist or Customer SOW to the appropriate representatives of the Eligible User and to their respective Account Manager.

10.2.2 Contractor shall complete the tasks agreed to during the initial engagement and documented on Attachment E – Engagement Checklist or Customer SOW to meet, or exceed, the expectations of the Eligible User.

10.2.3 Upon completion of a lease transaction, Contractor should conduct a performance review with the Eligible User to verify and validate completion of tasks agreed upon

DMS-22/23-007 Page 14 of 16 at the time of the completion of Attachment E – Engagement Checklist, or as mutually amended. Contractor will ensure documentation of the performance review and distribution of copies of the completed Attachment E – Engagement Checklist to appropriate representatives of the Eligible User and the Department.

10.3 Portfolio Strategy Services Performance Deliverables

Unless otherwise agreed to in writing, Contractor shall deliver all portfolio strategy services to the Department within seven Calendar Days of the Department’s written request.

Failure to deliver all portfolio strategy services within the seven Calendar Days may result in consequences detailed in Attachment C – Performance Standards and Guarantees.

10.4 Tenant Broker Evaluation Form

The Department will conduct Eligible User satisfaction surveys in the form of Attachment H – Tenant Broker Evaluation Form to monitor Contractor’s performance. The Eligible User satisfaction survey will be required for each transaction.

10.4.1 Contractors shall encourage Eligible Users to correctly complete Attachment H –

Tenant Broker Evaluation Form.

10.4.2 The Department shall provide Contractor with copies of the evaluation responses received on a quarterly basis. If the Evaluation Form has an overall rating of a two or less, the Department may provide on a more frequent basis.

10.4.3 Where the Evaluation Form indicates performance expectations were not met

(overall rating of a two or less), Contractor shall provide a written statement explaining Contractor’s position on the assessment of the Eligible User and an intended course of action to ensure satisfactory completion of expectations in future transactions.

SECTION 11. REPORTING

The following reports are due under this Contract in the timeframes specified:

• The Contractor shall maintain a detailed accounting of Service Credit Hour accrual and usage and shall report accrual and usage to the Department by the 15th day of each month or the next Business Day following, by using Attachment F – Service Credit Hours Accounting Form (Section 6.2). Failure to provide the form by the 15th day of the month will result in consequences as detailed in Attachment C – Performance Standards and Consequences.

• Contractor shall provide the Department monthly written updates on transactions in process of all Real Estate Services under this Contract. At its sole discretion, the Department may approve alternate update frequencies (Section 10.1.7).

• Strategic Leasing Plan(s) and Master Leasing Report(s) (collectively, the “Plan”) provided annually as referenced in Section 3.2.

• Contractor shall provide a written response to any Evaluation Form where performance expectations were not met as referenced in Section 10.4.3.

SECTION 12. SUBCONTRACTORS

The use of subcontractors is permitted. The Contractor is fully responsible for the satisfactory completion of all subcontracted work and is required to ensure subcontractor’s adherence to the terms set forth in this Scope of Work and any resultant Customer SOW. If requested by the Department, the Contractor will provide proof of the license of the subcontractor.

The Contract Manager must be notified in writing of any subcontractor who will be engaged to provide services 45 Calendar Days prior to their engagement. Failure to timely notify the Contract

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Manager of the use of a subcontractor may result in Service Credit Hours being provided to the Department as specified in Attachment C – Performance Standards and Guarantees. The Department reserves the right to reject a subcontractor with 30 Calendar Days advance notification to the Contractor.

SECTION 13. FINANCIAL CONSEQUENCES FOR NONPERFORMANCE

13.1 Withholding Payment

In addition to the specific consequences referenced on Attachment C – Performance Standards and Guarantees, the State reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to perform or comply with the provisions of this Contract. These consequences for nonperformance shall not be considered penalties.

13.2 Required Notice and Termination

The Department shall provide written notice to the Contractor on the actions to be taken by the Department for failure to perform. Such notice shall include: the corrective action required by the Contractor to remedy the situation; penalties to be enforced; if payment will be withheld or expenses deducted from the Contractor’s invoice(s), specifying the amount; and/or notice of termination pursuant to the provisions of this Contract. See Attachment C – Performance Standards and Guarantees.

SECTION 14. CORRECTIVE ACTION PLAN

If the Department determines the Contractor is out of compliance with any of the provisions of the Contract, the Department may require the Contractor to submit a Corrective Action Plan (“CAP”).

The CAP shall provide an opportunity for the Contractor to resolve deficiencies without the Department’s invoking financial consequences or more serious remedies, up to and including Contract termination.

In the event the Department identifies the Contractor’s non-compliance with the Contract, the Department shall notify the Contractor of the occurrence in writing and may request a CAP from the Contractor. The request will identify the non-compliance issue to be addressed by the CAP and will provide a timeframe for the CAP to be returned to the Department for review and approval.

The Contractor will provide the requested CAP to the Department within the timeframe and in the format specified by the Department. The Department may require changes to the CAP and provide a due date for the revised CAP to be submitted for approval by the Department. Once approved, the CAP shall be implemented within the mutually agreed upon implementation date.

If the Contractor fails to submit the CAP by the date requested by the Department, or if the Contractor fails to implement the CAP by the agreed upon implementation date, the Department may assess financial consequences as specified in Attachment C – Performance Standards and Guarantees or may consider the Contractor in default which may result in termination of the Contract.

SECTION 15. ADDITIONS AND DELETIONS

During the term of the Contract, the Department shall have the right to add and/or delete particular Real Estate Services covered by this Contract as it deems appropriate with advance written notice. Additional services must be agreed to by the Department. If an agreement is not able to be reached, the Department may utilize vendors not on this contract. The addition of Real Estate Services not within the space and property type standards listed in Attachment D – Commission Schedule, shall be upon written mutual agreement of both Parties through a Contract amendment.

Service Credit Hours and/or Rebates negotiated for Real Estate Services may be used to

DMS-22/23-007 Page 16 of 16 purchase Real Estate Services which are not within space and property type standards listed in Attachment D – Commission Schedule but shall first be approved in writing by the Agency or Eligible User and the Department.

SECTION 16. TRANSITION PLAN

Within 10 Business Days after the Contract start date, the Contract Manager will conduct a preservice meeting or conference call with the Contractor to discuss the Scope of Work, the services needed, and the development of a transition plan.

SECTION 17. WARRANTIES

The Contractor warrants that all products, analyses, and recommendations furnished under the Contract shall be free of incorrect or misleading information for the life of the Contract, including renewals, shall be performed in compliance with Chapter 475, F.S., and all applicable leasing statues and rules, with the intent to avoid noncompliance under Section 3, Services, and to avoid penalties imposed under Attachment C – Performance Standards and Guarantees. The cost of remedies are the responsibility of the Contractor.

SECTION 18. DAMAGES FOR DELAY

Contractor acknowledges that its failure to meet an agreed upon deadline for delivery of services other than brokerage services will damage the Eligible Users but that by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on multiple factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the Parties agree that it is in the Parties’ best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages. Accordingly, liquidated damages shall be assessed on the Contractor at a rate of $100.00 per Calendar Day for each Calendar Day the Contractor fails to complete agreed upon work after expiration of the time allowed by the State or Eligible User, subject to the force majeure provision below.

Regardless of whether the time for completion of work (other than brokerage services) is stipulated in hours, Calendar Days, or Business Days, delay days shall be counted in Calendar Days. Allowing Contractor to finish the work, or any part of it, after the expiration of the time allowed, including extensions of time granted to Contractor, shall in no way act as a waiver of the liquidated damages due under this Contract.

Nothing in this section shall be construed to make Contractor liable for delays that are beyond its reasonable control as determined by the State or Eligible User. Nothing in this section shall limit the Eligible Users’ right to pursue its remedies for other types of damages.

SECTION 19. RESTRICTIONS ON ACTIONS

In accordance with section 255.25(2)(g), F.S., the Contractor may not represent both parties (buyer and seller or lessee and lessor) in a transaction nor act on behalf of both parties in any way during a transaction; doing so constitutes a conflict of interest for purposes of this Contract.

In transactions in which the Contractor may have a conflict of interest, the Contractor must immediately notify the Department or Eligible User and, upon confirmation of a conflict of interest must recuse itself from acting on behalf of the Department or Eligible User in the transaction In such cases, the Contractor shall have no recourse against the Department or the Eligible User for utilizing another vendor, including a vendor not under this Contract.