Attachment B - Contract - Indefinite Interior Painting - FINAL.pdf

DMS-24/25-254

Indef inite Quantity Interior Painting

ATTACHMENT B

DRAFT CONTRACT

FOR

INDEFINITE QUANTITY INTERIOR PAINTING

ITB NO.: DMS-24/25-254

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

<<PARTY NAME>>

4050 Esplanade Way Tallahassee, FL 32399‐0950

Ron DeSantis, Governor Pedro Allende, Secretary

Table of Contents

Contents

SECTION 1. DEFINITIONS

SECTION 2. TERM

SECTION 3. PAYMENTS

SECTION 4. CONTRACT DOCUMENTS AND HIERARCHY

SECTION 5. CONTRACT ADMINISTRATION

SECTION 6. COMPLIANCE WITH LAWS

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

SECTION 8. LIABILITY AND WORKER’S COMPENSATION INSURANCE

SECTION 9. INTELLECTUAL PROPERTY

SECTION 10. SCRUTINIZED COMPANIES – TERMINATION BY THE DEPARTMENT

SECTION 11. GEOGRAPHIC LOCATION OF DATA AND SERVICES

SECTION 12. MONITORING BY THE DEPARTMENT

SECTION 13. BACKGROUND SCREENING, RECORD RETENTION, AND WARRANTY OF

SECURITY

SECTION 14. PERFORMANCE BOND

SECTION 15. NO OFFSHORING AFFIDAVIT

SECTION 16. PREFERRED PRICING AFFIDAVIT

SECTION 17. SUBCONTRACTORS

SECTION 18. INDEPENDENT CONTRACTOR

SECTION 19. CONDUCT OF BUSINESS

SECTION 20. SPECIFIC APPROPRIATION

Contract This Contract No. DMS-24/25-254 (Contract) is between the STATE OF FLORIDA (State), DEPARTMENT OF MANAGEMENT SERVICES (Department), with its principle place of business at 4050 Esplanade Way, Tallahassee, Florida 32399-0950, and (Contractor) with its principle place of business at (Contractor Address), each a “Party” and referred to herein collectively as the “Parties.”

WHEREAS, the Department issued Invitation to Bid (ITB) Solicitation No: DMS-24/25-254, Indefinite Quantity Interior Painting, pursuant to section 287.057(1)(a), Florida Statutes (F.S.), and Contractor was selected for award for the (To Be Determined Upon Award).

The Parties, therefore, agree as follows:

SECTION 1. DEFINITIONS

The following definitions apply in addition to the definitions in the PUR 1000, incorporated below.

1.1 Business Day: Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8:00 a.m. – 5:00 p.m., local time.

1.2 Confidential Information: Information or material which (i) meets the definition of

“Trade Secret” in section 812.081(1)(c), F.S.; or (ii) is otherwise exempt from the disclosure of public records required by Article I, Section 24, Florida Constitution (exemptions may be found in Chapter 119, F.S., other Florida laws, and preempting Federal laws or regulations).

1.3 Contract: The binding agreement resulting from ITB No.: DMS-24/25-254 between the

Department and the Contractor and consisting of the Contract Documents set forth in Section 4 herein.

1.4 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.

SECTION 2. TERM

2.1 Initial Term

The initial term of the Contract will be for f ive (5) years. The initial Contract term shall begin XXX, 2025, or on the latest date this Contract is fully signed by all Parties, whichever is later.

2.2 Renewal Term

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part, for up to five (5) years. The Contract may only be renewed in accordance with section 287.057(14), F.S. Any renewals shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds.

2.3 Termination

The Department, by thirty (30) days advance written notice to Contractor, may terminate the Contract in whole or in part when the Department determines in its sole discretion that it is in the Department’s best interest to do so. Contractor will not furnish any services after termination of the Contract, except as necessary to complete any continued portion of the Contract. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Contractor will not be entitled to recover any lost profits, consequential damages, special, punitive, consequential, or indirect damages or any other damages other than the payment amounts due for performance until the effective date of termination.

SECTION 3. PAYMENTS

3.1 Pricing

The Contractor shall adhere to the prices as stated in Attachment D – Price Sheet, of the Contractor’s response submission, attached. The Parties agree that this pricing will apply for the entire length of the Contract, including any renewal years.

3.2 Detail of Bills

The Contractor shall submit bills for fees or other compensation for services or expenses in detail sufficient enough for a proper pre-audit and post-audit. The Department reserves the right to request additional documentation as needed.

3.3 Bills for Travel

Travel expenses are not permitted under this Contract.

3.4 Payments

Payments shall be made only after clarif ication of any discrepancies and acceptance of invoices with supporting documentation by the Contract Manager. Invoices will not be considered to be submitted to the Department for purposes of payment under section 215.422, F.S., until acceptance.

3.5 Final Invoice

Unless the Contract is renewed or extended, the deliverables in Attachment A - Statement of Work must be completed by the Contract end date. The final invoice shall be due no later than sixty (60) calendar days after the expiration or termination of this Contract.

3.6 Appropriations

The State of Florida’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

SECTION 4. CONTRACT DOCUMENTS AND HIERARCHY

This Contract sets forth the entire understanding of the Parties and consists of the incorporated documents listed below which are incorporated in their entirety into, and form part of this Contract. In the event any of these documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

1. Any amendments to this Contract in reverse order of issuance

2. This Contract document

3. Attachment A – Statement of Work

4. Attachment C – Facility List

5. Attachment D – Price Sheet

6. Attachment E – Performance Standards and Guarantees

7. Attachment F – Pre-Painting Checklist

8. Attachment G – Post-Painting Checklist

9. Attachment H – Agency Preparations for Painting

10. Attachment I – Product Specifications

11. Attachment J – PUR 7801

12. The General Contract Conditions (PUR 1000, 2024 version), which is incorporated by reference and can be accessed at:

http://www.dms.myflorida.com/business_operations/state_purchasing/documen ts_forms_references_resources/purchasing_forms.

13. Contractor’s bid(s) submitted in response to Solicitation No: DMS-24/25-254, Indefinite Interior Painting Services.

SECTION 5. CONTRACT ADMINISTRATION

5.1 Department Contract Administrator

The Contract Administrator whose responsibilities will be to maintain this Contract is as follows:

Jessica Lewis Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 260 Tallahassee, Florida 32399-0950 Email: DMS.Purchasing@dms.fl.gov

In the event that the Department changes the Contract Administrator, the Department will notify the Contractor in writing via email. Such changes do not require a formal written amendment to the Contract.

5.2 Department Contract Manager

The Department’s Contract Manager who is primarily responsible for overseeing the Contractor’s performance of its duties and obligations pursuant to the terms of this Contract is as follows:

Trent Janasiewicz Florida Department of Management Services Division of Real Estate Development and Management 4050 Esplanade Way, Suite Tallahassee, Florida 32399 Telephone: (850) Email: Trent.Janasiewicz@dms.fl.gov

In the event that the Department changes the Department Contract Manager, the Department will notify the Contractor in writing via email. Such changes do not require a formal written amendment to the Contract.

http://www.dms.myflorida.com/business_operations/state_purchasing/documen mailto:DMS.Purchasing@dms.fl.gov mailto:Trent.Janasiewicz@dms.fl.gov

5.3 Contractor Representative

The Contractor’s employee who is primarily responsible for overseeing the Contractor’s performance of its duties and obligations pursuant to the terms of this Contract shall be:

<Insert Contractor Representative Name> <Insert Contractor Name> <Insert Contractor Physical Address> Telephone: (XXX) XXX-XXXX Email: <Insert Representative Email>

In the event that the Contractor changes the Contractor Representative, the Contractor will notify the Department in writing via email. Such changes do not require a formal written amendment to the Contract.

5.4 Supplier Development

Office of Supplier Development The State of Florida supports its business community by creating opportunities for business enterprises to participate in procurements and contracts. The Department encourages supplier development through certain certif ications and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Development (OSD) at OSDHelp@dms.fl.gov.

Reporting Certified Business Enterprises.

Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and vendor identif ication information of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Term Contract.

SECTION 6. COMPLIANCE WITH LAWS

6.1 Compliance

The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and local agencies having jurisdiction and authority. Chapter 287, Florida Statutes, and Rule 60A, Florida Administrative Code, govern the Contract. The Contractor shall comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for Contract termination or non-renewal of the Contract.

6.2 Notice of Legal Actions

The Contractor shall notify the Department of any legal actions filed against it for a violation of any laws, rules, codes, ordinances, or licensing requirements within thirty (30) calendar days of the action being filed. The Contractor shall notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this Contract within thirty (30) calendar days of the action being filed. Failure to notify mailto:OSDHelp@dms.fl.gov the Department of a legal action within thirty (30) calendar days of the action shall be grounds for termination or nonrenewal of the Contract. Convicted Vendor, Discriminatory Vendor, and Antitrust Violator Vendor List.

6.2.1 Convicted Vendor List

Pursuant to section 287.133, F.S., a person or affiliate who has been placed on the Convicted Vendor List following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;

may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S. for CATEGORY TWO for a period of 36 months following the date of being placed on the Convicted Vendor List.

6.2.2 Discriminatory Vendor List

Pursuant to section 287.134, F.S., an entity or affiliate who has been placed on the Discriminatory Vendor List may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

6.2.3 Antitrust Violator Vendor List

Pursuant to section 287.137, F.S., a person or an affiliate who has been placed on the Antitrust Violator Vendor List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity.

In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List.

6.2.4 Forced Labor Vendor List

Pursuant to section 287.1346, F.S., a company placed on the Forced Labor Vendor List may not submit a bid, proposal, or reply on a contract to provide commodities to an agency; be awarded a contract or perform work as a contractor, supplier, subcontractor, or consultant with an agency for the provision of commodities; or transact business for the provision of commodities with an agency. Additionally, an agency may not accept a bid, proposal, or reply from; award a contract to; or transact business pertaining to the provision of commodities with a company on the forced labor vendor list, or an entity under the control of such company, for a period of 365 days after the date the company was placed on the list unless the company is removed from the list pursuant to section 287.1346(5)(d), F.S.

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

Contractor (and any subcontractors) certifies that it is currently authorized to do business in the State and has submitted to the Department a copy of its registration with the Department of State, Division of Corporations. Website: https://dos.myflorida.com/sunbiz/ Title XXXVI, Business Organizations, F.S., lists the requirements that out-of-state entities must fulf ill to obtain a Florida Certif icate of Authorization from the Florida Department of State, Division of Corporations, to transact business in the State of Florida (e.g., see section 607.1503(1),F.S., pertaining to corporations). Foreign entities may not transact business in the State until they obtain a certif icate of authority from the Florida Department of State. Website:

www.sunbiz.org.

SECTION 8. LIABILITY AND WORKER’S COMPENSATION INSURANCE

The Contractor must require all Subcontractors to similarly provide workers’ compensation insurance for all of the latter’s employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers’ Compensation statutes, the Contractor must provide, and cause each Subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected.

Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. The Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in the State of Florida. The Contractor shall have its insurance carrier note the Department as the certif icate holder as provided below:

Florida Department of Management Services Division of Real Estate Development and Management c/o Departmental Purchasing 4050 Esplanade Way, Suite 335 Tallahassee, Florida 32399-0950

The Contractor must require all Subcontractors to similarly provide workers’ compensation insurance for all of the latter’s employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers’ Compensation statutes, the Contractor must provide, and cause each Subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected

SECTION 9. INTELLECTUAL PROPERTY

The Parties do not anticipate that any intellectual property will be developed as a result of this Contract. However, any intellectual property developed as a result of this Contract will belong to, and be the sole property of, the State. This provision will survive the termination or expiration of this Contract.

http://www.sunbiz.org/

SECTION 10. SCRUTINIZED COMPANIES – TERMINATION BY THE DEPARTMENT

In accordance with the requirements of section 287.135(5), F.S., the Contractor certifies that it is not participating in a boycott of Israel. At the Department’s option, the Contract may be terminated if the Contractor is placed on the Quarterly List of Scrutinized Companies that Boycott Israel (referred to in statute as the “Scrutinized Companies that Boycott Israel List”) or becomes engaged in a boycott of Israel.

The State Board of Administration maintains the “Quarterly List of Scrutinized Companies that Boycott Israel” at the following link:

https://www.sbafla.com/reporting/ In accordance with the requirements of section 287.135, F.S., the Contractor certif ies that it is not on the Scrutinized List of Prohibited Companies (referred to in statute as the “Scrutinized Companies with Activities in Sudan List” and the “Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List”) and, to the extent that it is not preempted by Federal law, that it has not been engaged in business operations in Cuba or Syria. At the Department’s option, the Contract may be terminated if such certif ication (or the certif ication regarding a boycott of Israel) is false, if the Contractor is placed on the Scrutinized List of Prohibited Companies, or, to the extent not preempted by Federal law, if the Contractor engages in business operations in Cuba or Syria.

The State Board of Administration maintains the “Scrutinized List of Prohibited Companies” under the quarterly reports section at the following link:

https://www.sbafla.com/media/5rjltjyy/2024_12_17_web_update_pfia_prohibited_list.pdf

SECTION 11. GEOGRAPHIC LOCATION OF DATA AND SERVICES

The State of Florida requires that all data generated, used, or stored by the Contractor pursuant to the Contract will reside and remain in the United States and will not be transferred outside of the United States. The State of Florida also requires that all services provided under the Contract, including call center or other help services, will be performed by persons located in the United States.

SECTION 12. MONITORING BY THE DEPARTMENT

The Contractor shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Contractor that are relevant to this Contract and to interview clients, employees and subcontractor employees of the Contractor to assure the Department of satisfactory performance of the terms and conditions of this Contract. Following such review, the Department may deliver to the Contractor a written report of its f inding(s) and direct the development, by the Contractor, of a corrective action plan. This provision will not limit the Department’s termination rights.

SECTION 13. BACKGROUND SCREENING, RECORD RETENTION, AND WARRANTY OF

SECURITY

All Contractor employees, Subcontractors and agents performing work under the Contract must comply with all security and administrative requirements of the Department.

https://www.sbafla.com/media/5rjltjyy/2024_12_17_web_update_pfia_prohibited_list.pdf

13.1 Background Screening

In addition to any background screening required by the Contractor as a condition of employment and the requirements found in the Statement of Work, the Contractor warrants that it will conduct a criminal background screening of, or ensure that such a screening is conducted for, each of its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other person, hereinafter referred to as “Person” or “Persons,” operating under their direction who directly perform services under the Contract, whether or not the Person has access to restricted or protected information or facilities (“Security Information”), as well as those who have access, including indirect access, to Security Information, whether or not they perform services under the Contract. The Contractor warrants that all Persons will have passed the Background Screening described herein before they have access to Security Information or begin performing services under the Contract. The look-back period for such background screenings shall be for a minimum of six (6) years where six (6) years of historical information is available.

The minimum background check process will include a check of the following databases through a law enforcement agency or a Professional Background Screener accredited by the National Association of Professional Background Screeners or a comparable standard:

• Social Security Number Trace; and

• Criminal Records (Federal, State and County criminal felony and misdemeanor, national criminal database for all states which make such data available).

The Contractor agrees that each Person will be screened as a prior condition for performing services or having access to Security Information. The Contractor is responsible for any and all costs and expenses in obtaining and maintaining the criminal background screening information for each Person described above. The Contractor will maintain documentation of the screening in the Person’s employment file.

The Contractor will abide by all applicable laws, rules, and regulations including, but not limited to the Fair Credit Reporting Act and/or any equal opportunity laws, rules, regulations or ordinances.

13.1.1 Disqualifying Offenses

If at any time it is determined that a Person has a criminal misdemeanor or felony record regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last six (6) years from the date of the court’s determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that Person from any position with access to Security Information or directly performing services under the Contract. The disqualifying offenses are crimes where the nature of the criminal activity is such that a reasonable person would agree that the Person’s employment would create a risk of injury, loss, or damage to people and/or property of any State of Florida premises.

Examples of these types of crimes include but may not be limited to the following:

• Computer related or information technology crimes

• Fraudulent practices, false pretenses and frauds, and credit card crimes

• Forgery and counterfeiting

• Violations involving checks and drafts

• Misuse of medical or personnel records

• Felony theft

• Murder/Manslaughter

• Petit Theft

• Burglary/Robbery

• Aggravated assault

• Sexual Battery

• Kidnapping/False Imprisonment

If the Contractor finds a Disqualifying Offense for a Person within the last six (6) years from the date of the court’s disposition, it may obtain information regarding the incident and determine whether that Person should continue providing services under the Contract or have access to Security Information. The Contractor will consider the following factors only in making the determination: i.) nature and gravity of the offense, ii.) the amount of time that lapsed since the offense, iii.) the rehabilitation efforts of the person, and iv.) relevancy of the offense to the job duties of the Person. If the Contractor determines that the Person should be allowed access to Security Information, then Contractor shall maintain all criminal background screening information and the rationale for such access in the Person’s employment file.

13.1.2 Refresh Screening

The Contractor will ensure that all background screening will be refreshed at least twice every year from the time initially performed for each Person during the Term of the Contract.

13.1.3 Warrant of Security

“Warrant of Security” means a written document signed by the Contractor and submitted to the Department’s Contract Manager in which the Contractor includes:

• The name of each individual or Person subject to a criminal background screening under the Contract, and the date of his or her most recent criminal background screening; and

• A statement confirming that the criminal background screening did not identify a disqualifying offense; or

• Notwithstanding the criminal background screening identifying a disqualifying offense, the individual was permitted to become a Person performing services by the Contractor as supported by an analysis using only the factors in subsection 19.1.1.

No Warrant of Security shall include the substance of criminal background screening results or any subsequent analysis.

13.1.3.1 Initial Warrant of Security

The Contractor will submit an Initial Warrant of Security before services are delivered under this Contract.

13.1.3.2 Annual Warrant of Security

The Contractor will submit a Warrant of Security to the Contract Manager by December 31st of each Contract year.

13.1.3.3 Supplemental Warrant of Security

The Contractor will submit a supplemental Warrant of Security to the Contract Manager before any individual subsequently hired by the Contractor, and becomes a Person, delivers services under this Contract.

13.1.4 Self-Disclosure

The Contractor shall ensure that all Persons have a responsibility to self-report within three (3) calendar days to the Contractor any updated court disposition regarding any disqualifying offense, regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict). The Contractor shall immediately reassess whether to disallow that Person access to any State of Florida premises or from directly performing services under the Contract. Additionally, the Contractor shall require that the Person complete an annual certif ication that they have not received any additional criminal misdemeanor or felony record regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) for the Disqualifying Offenses and shall maintain that certif ication in the employment file.

In addition, the Contractor shall ensure that all Persons have a responsibility to self-report to the Contractor within three (3) calendar days, any arrest for any Disqualifying Offense. The Contractor shall notify the Department’s Contract Manager within twenty-four (24) hours of all details concerning any reported arrest.

13.2 Department’s Ability to Audit Screening Compliance and Inspect Locations

The Department reserves the right to audit the Contractor’s background screening process upon two (2) Business Days prior written notice to the Contractor during the Term of the Contract. Department will have the right to inspect the Contractor’s working area, computer systems, and/or location upon two (2) Business Days prior written notice to the Contractor to ensure that access to the Security Information is secure and in compliance with the Contract and all applicable state and federal rules and regulations.

13.3 Record Retention

The Contractor shall retain a list of all Persons with access to Security Information, including a statement confirming that each Person has passed the Background Screening required herein. Such a statement shall not include the substance of the screening results, only that the Person has passed the screening.

The Contractor shall create a written policy for the protection of Security Information, including a policy and procedure for access to Security Information.

The Contractor shall document and record, with respect to each instance of access to Security Information:

1) The identity of all individuals who accessed Security Information in any way, whether those individuals are authorized Persons or not;

2) The duration of the individual(s)’ access to Security Information, including the time and date at which the access began and ended;

3) The identity, form, and extent of Security Information accessed, including, but not limited to, whether the individual accessed partial or redacted versions of Security

Information, read-only versions of Security Information, or editable versions of Security Information; and

4) The nature of the access to Security Information, including whether Security

Information was edited or shared with any other individual or entity during the duration of the access, and, if so, the identity of the individual or entity.

The Contractor shall retain the written policy and information required in this subsection for the duration of this Contract and a period of no less than five (5) years from the date of termination of this Contract and any Contract extensions. The written policy and information required in this subsection shall be included in the Department’s audit and screening abilities as defined in subsection 19.3. The written policy and information required in this subsection shall also be subject to immediate disclosure upon written or oral demand at any time by the Department or its designated agents or auditors.

Failure to compile, retain, and disclose the written policy and information as required in this subsection shall be considered a breach of the Contract. The resulting damages to the Department from a breach of this subsection are by their nature impossible to ascertain presently and will be diff icult to ascertain in the future. The issues involved in determining such damages will be numerous, complex, and unreasonably burdensome to prove. The parties acknowledge that these financial consequences are liquidated damages, exclusive of any other right to damages, not intended to be a penalty and solely intended to compensate for unknown and unascertainable damages. The Contractor therefore agrees to credit the Department the sum of $1,000 for each breach of this subsection.

SECTION 14. PERFORMANCE BOND

The Department will not require the Contractor to furnish a performance bond or other form of security for the faithful performance of work under this Contract.

SECTION 15. NO OFFSHORING AFFIDAVIT

Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform any of the Services from outside of the United States, and the Contractor will not allow any Security Information to be sent by any medium, transmitted or accessed outside of the United States.

SECTION 16. PREFERRED PRICING AFFIDAVIT

Contractor recognizes and acknowledges that the price indicated in this Contract is a guaranteed maximum and that the Department expects to benefit from any changes in pricing and/or fees over the course of the Contract period.

Contractor’s fees under this Contract shall not exceed any in effect for substantially similar services provided by Contractor to any other organization. If during the term of the Contract, Contractor implements or provides any other client, whether a public or private entity, more favorable pricing than the pricing in this Contract for such substantially similar services, then Contractor agrees to offer equivalent pricing terms to the Department. Should the Department accept the offer, the Department and Contractor shall then execute an amendment to this

Contract to reflect the change in pricing.

To ensure compliance with this Section, the Contractor shall submit a completed Preferred Pricing Affidavit form to the Department annually. Such a form will be provided to Contractor by the Department for this purpose.

SECTION 17. SUBCONTRACTORS

Any work performed in furtherance of the Contract by third-parties other than by the Contractor, subsequently referred to herein as subcontracted work, will be performed by subcontractors approved by the Department. By execution of the Contract, the Contractor acknowledges that it will not be released of its contractual obligations to the Department because of any subcontract. The Contract terms applicable to subcontractors shall apply to the Contractor’s affiliates, partners, teammates, or any other third-party vendors performing services in furtherance of the Contract (herein referred to as subcontractors). The Contractor is fully responsible for satisfactory completion of all subcontracted work including, but not limited to, subcontractor adherence to the performance standards and guarantees set forth in Attachment E – Performance Standards and Guarantees. It is the Contractor’s responsibility to ensure that any aspects of this scope of work requiring certif ication or licensure are performed by duly certif ied or licensed persons. Contractor shall provide proof of certification or licensure upon request.

SECTION 18. INDEPENDENT CONTRACTOR

The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract.

SECTION 19. CONDUCT OF BUSINESS

The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority.

Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase order to members or staff of the Florida Senate or Florida House of Representatives.

Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a continuing oversight team.

The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the Contractor shall immediately notify the Department and applicable Customers and shall be disqualif ied from Contract eligibility.

SECTION 20. SPECIFIC APPROPRIATION

The following is the specific state funds from which the state will make payment under the Contract: GAA FY 2024/25 – Line 2861 – Inferior Refurbishment

SO AGREED by the Parties’ authorized representatives on the dates noted below:

FLORIDA DEPARTMENT OF MANAGEMENT SERVICES

Tom Berger, Deputy Secretary of Business Operations

Date

<INSERT VENDOR NAME>

Signature

Print Name and Title

Date