Attachment B, Draft Contract.pdf

ATTACHMENT B

DRAFT CONTRACT

FOR

TELECOMMUNICATION INFRASTRUCTURE PROJECT SERVICES 3

RFP NO: DMS-24/25-264

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

<<PARTY NAME>>

4050 Esplanade Way, Suite 360 Tallahassee, FL 32399-0950

Ron DeSantis, Governor Pedro Allende, Secretary

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Table of Contents

SECTION 1. TERM

SECTION 2. PAYMENTS

SECTION 3. CONTRACT DOCUMENT

SECTION 4. CONTRACT ADMINISTRATION

SECTION 5. COMPLIANCE WITH LAWS

SECTION 6. WORKERS’ COMPENSATION AND LIABILITY INSURANCE

SECTION 7. INTELLECTUAL PROPERTY

SECTION 8. MONITORING BY THE DEPARTMENT

SECTION 9. AUDITS

SECTION 10. BACKGROUND SCREENING, RECORD RET AND WARRANTY OF

SECURITY

SECTION 11. PERFORMANCE BOND

SECTION 12. NO OFFSHORING

SECTION 13. CREDENTIALING DOCUMENTS

SECTION 14. SPECIFIC APPROPRIATION

SECTION 15. BUSINESS REVIEW MEETINGS

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Contract

This Contract No. DMS-24/25-264 (Contract) is between the STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES (Department), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida 32399-0950, and [INSERT VENDOR NAME] (Contractor) each a “Party” and collectively referred to herein as the “Parties”.

The Contractor responded to the Department’s Request for Proposals (RFP) No. DMS-24/25- 264, “Telecommunication Infrastructure Project Services 3.” The Parties enter into this Contract in accordance with the terms and conditions of the solicitation.

The Contractor was awarded to provide Division 1 commodities and services in the following Region(s):

The Contractor was awarded to provide Division 2 commodities and services in the following Region(s):

The Parties therefore agree as follows.

SECTION 1. TERM

1.1 Initial Term

The initial term of the Contract will be for three (3) years. The initial term shall begin on the last date the Contract is signed by all Parties.

1.2 Renewal Term

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part, for renewal terms up to three (3) years in accordance with section 287.057(13), Florida Statutes, and Rule 60A-1.048, Florida Administrative Code (F.A.C).

Any renewals shall be contingent upon satisfactory performance evaluations by the agency and subject to the availability of funds. The Contractor shall not charge any costs for renewing the contract.

1.3 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.

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SECTION 2. PAYMENTS

2.1 Pricing

During the term of the Contract (including renewal years), the prices offered by the Contractor shall not exceed the pricing as stated in its Proposal, Attachment C - Pricing Workbook, incorporated by reference into this Contract.

2.2 Price Adjustments

During the term of the Contract (including optional renewal years), the Department encourages the awarded Respondent to offer price decreases that are in line with increased efficiencies and added infrastructure enhancements. The Department reserves the right to further negotiate reduction in pricing for the renewal years.

2.3 Service Level Agreement

Service Level Agreement (SLA) dictate the levels of service delivery for individual services. One, multiple, or recurring violations of SLAs, as described in Attachment A – Statement of Work, may be considered a breach of the Contract and may result in a suspension or termination of the Contract. The Department reserves the sole right to determine when violation(s) of SLAs constitute a breach of the Contract or will result in a suspension or termination of the Contract. The Department’s determination of a breach of the Contract will depend on the number and severity of the SLA violation(s), disruption to service, Contractor’s response, and other factors.

The resulting damages to the Department or Customer(s) from such a breach are by their nature impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining such damages will be numerous, complex, and unreasonably burdensome to prove. The Contractor therefore agrees to credit the Department consistently with Attachment A – Statement of Work.

In addition to the processes set forth in the Contract (e.g., SLAs), if the Department determines that there is a performance deficiency that requires correction by the Contractor, then the Department will notify the Contractor. The correction must be made within a timeframe specified by the Department. The Contractor must provide the Department with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department.

If the corrective action plan is unacceptable to the Department, or implementation of the plan fails to remedy the performance deficiencies, the Department will retain ten percent (10%) of the total invoice amount and may suspend or terminate the Contract. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited as a financial consequence and the Department may terminate the Contract.

2.4 Liquidated Damages

The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or Customer of the steps the Contractor is

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 5 of 19 taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department or Customer and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department or Customer’s delay.

The Contractor acknowledges that untimely performance or other material noncompliance will damage the Department or Customer, but by their nature such damages may be difficult to ascertain. Accordingly, any liquidated damages provisions stated in the solicitation will apply to the Contract. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages.

2.5 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.

2.6 Bills for Travel

Bills for travel are not permitted and will not be paid. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and in such a case may be reimbursed only in accordance with section 112.061, F.S.

2.7 Payments

The Parties agree that payments under this Contract shall be made monthly in arrears.

The Contractor will be paid upon submittal of an invoice to the Department after delivery and acceptance of commodities or contractual services is confirmed, and the invoice is accepted by the Customer.

2.8 Appropriations

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

2.9 Return of Funds

Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor by the Department or Customer. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment.

2.10 Payment Audit

Records of costs incurred under terms of the Contract will be maintained in accordance with Section 13 of the Contract. Records of costs incurred will include the Contractor’s general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, State of Florida’s Chief Financial Officer or the Office of the Auditor General for audit.

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SECTION 3. CONTRACT DOCUMENT

This Contract sets forth the entire understanding of the Parties and consists of the documents listed below. In the event any of these documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

1. This Contract Document and all attachments.

Exhibit A – Statement of Work Exhibit B – Pricing Workbook Exhibit C – Region Map Exhibit D – Project Commencement Submittal Section A Exhibit E – Project Commencement Submittal Section C Exhibit F – Project Final Submittal Section A Exhibit G – Project Final Submittal Section B Exhibit H – Daily Log Exhibit I – Client and Contractor Sign-Off Form

2. RFP No. DMS-24/25-264 and addenda, in reverse order of posting on the Vendor Bid System.

3. Contractor’s Proposal to the RFP

4. The General Contract Conditions - PUR 1000 form, which are incorporated by reference in accordance with Rule 60A-1.002(7), F.A.C., and are available at:

https://www.dms.myflorida.com/content/download/2933/11777/PUR_1000_General_Con tract_Conditions.pdf

SECTION 4. CONTRACT ADMINISTRATION

4.1 Composition and Priority

The Contractor agrees to provide commodities or contractual services within the manner and at the location specified in the Contract and any exhibits to the Contract. Additionally, the terms of the Contract supersede the terms of any and all prior or contemporaneous agreements between the Parties.

4.2 Department Contract Administrator

Pursuant to Fla. Stat. § 287.057(16) the Contract Administrator listed below will be responsible for the Department’s maintenance of this Contract:

Caitlen Boles Departmental Purchasing Department of Management Services 4050 Esplanade Way, Suite 335.2Y Tallahassee, FL 32399 Telephone: (850) 410-1423 Email: dms.purchasing@dms.myflorida.com

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.

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4.3 Contract Manager

Pursuant to Fla. Stat. § 287.057(15) the Contract Manager who is primarily responsible for overseeing the Contractor’s performance of its duties and obligations pursuant to the terms of this Contract shall be as follows:

Luis Lopez Division of Telecommunications Florida Department of Management Services 4030 Esplanade Way, Suite 180P Tallahassee, FL 32399 Telephone: 850-414-2606 Email: luis.lopez@dms.fl.gov

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

4.4 Contractor’s Point of Contact

The Contractor’s Contract Manager, who is primarily responsible for the Contractor’s oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format:

Jane Doe <Insert Contractor name> <Insert Contractor’s physical address> Telephone: (XXX) 555-XXXX Email: jane.doe@xxxxx.com

In the event that the Contractor changes its Contract Manager, the Contractor will notify the Department’s Contract Manager in writing via email. Such a change does not require an amendment to the Contract.

4.5 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 certifications 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 identification 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 Contract.

4.6 Dispute Resolution, Governing Law and Venue

Any dispute concerning performance of the Contract shall be decided by the Department's Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Department’s Contract Manager shall be final and

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 8 of 19 conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives any and all privileges and rights relating to venue it may have under Chapter 47, F.S., and any and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department.

SECTION 5. COMPLIANCE WITH LAWS

5.1 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, Chapters 60A-1 and 60FF, Florida Administrative Code. The Contractor shall comply with section 274A of the Federal Immigration and Nationality Act, the Health Insurance Portability and Accountability Act (HIPAA) (including executing any Business Associate Agreements as requested by Customers, if applicable), 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. The Contractor shall comply with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the United States Export Administration regulations and Wassenaar Agreement. The Contractor shall comply with all Federal Communications Commission (FCC) regulations. Violation of any laws, rules, codes, ordinances or licensing requirements shall be grounds for Contract termination or non-renewal of the Contract.

5.2 Notice of Legal Actions

The Contractor shall notify the Department of any regulatory or legal actions filed against it for a violation of any laws, rules, codes, ordinances, or licensing requirements within 30 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 30 days of the action being filed. Failure to notify the Department of a legal action within 30 days of the action shall be grounds for termination or nonrenewal of the Contract.

The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract.

SECTION 6. WORKERS’ COMPENSATION AND LIABILITY INSURANCE

6.1 Workers’ Compensation Insurance

The Contractor shall maintain Workers’ Compensation insurance as required under the Florida Workers’ Compensation Law or the workers’ compensation law of another jurisdiction where applicable. 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 resulting contract and any class of employees performing the work is not protected under Worker’s Compensation statutes, the Contractor must provide, and cause each subcontractor to provide adequate

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 9 of 19 insurance, satisfactory to the Department, for the protection of employees not otherwise protected.

6.2 General Liability Insurance

The Contractor shall maintain insurance sufficient to adequately protect the Department and Customers from all claims or liability for personal injury or property damage arising out of, resulting from the performance of, or in connection with the operation of, the Contract. All insurance shall be with insurers authorized to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured.

The Contractor must submit via email, to the Department’s Contract Manager, notice of any cancellation or nonrenewal at least ten (10) calendar days prior to cancellation or nonrenewal. In the event of cancellation or nonrenewal, the Contractor will be responsible for securing a replacement insurance policy in accordance with this section.

SECTION 7. INTELLECTUAL PROPERTY

7.1 Intellectual Property

The Parties do not anticipate that any intellectual property will be developed as a result of this contract. However, unless specifically addressed in the Contract, intellectual property rights to all property created or otherwise developed by the Contractor for the Department or the Customer will be owned by the State of Florida at the completion of the Contract.

Any inventions or discoveries developed in the course of or as a result of services performed under the Contract which are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made in connection with the Contract and will be referred to the Florida Department of State for a determination on whether patent protection will be sought for the invention or discovery. The State of Florida will be the sole owner of any and all patents resulting from any invention or discovery made in connection with the Contract.

Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed in connection with the Contract are the sole property of the State of Florida.

7.2 Indemnification

The Contractor agrees to indemnify, defend, and hold the Department, Customer, the State of Florida, its officers, employees and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right or out of any acts, actions, breaches, neglect or omissions of the Contractor, its employees, agents, subcontractors, assignees or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor’s employees, agents, subcontractors, assignees or delegates are not independent contractors in relation to the Department. The Contract does not constitute a

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 10 of 19 waiver of sovereign immunity or consent by the Department or the State of Florida or its subdivisions to suit by third parties.

Without limiting this indemnification, the Department or Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense, and (3) assistance in defending the action at Contractor’s sole expense.

SECTION 8. 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 finding(s) and direct the development, by the Contractor, of a corrective action plan.

This provision will not limit the Department’s termination rights.

SECTION 9. AUDITS

The Department may conduct or have conducted performance and/or compliance audits of any and all areas of the Contractor and/or subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor’s and Subcontractors’ data and records that directly relate to the Contract Services. To the extent necessary to verify the Contractor’s fees and claims for payment under the Contract, the Contractor’s agreements or contracts with Subcontractors, partners or agents of the Contractor, pertaining to this Contract, may be inspected by the Department upon 15 days’ notice, during normal working hours and in accordance with the Contractor’s facility access procedures where facility access is required.

Release statements from its Subcontractors, partners or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor’s contracts relating to this Contract. The State’s Chief Financial Officer and the Office of the Auditor General also have authority to perform audits and inspections.

SECTION 10. BACKGROUND SCREENING, RECORD RET 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.

10.1 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 Level II 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 State of Florida Data (“Data”), as well as those who have access, including indirect access, to State of Florida Data, whether or not they perform services under the Contract. The

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Contractor warrants that all Persons will have passed the Background Screening described herein before they have Access to Data 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.

“Access” means to approach, instruct, communicate with, store data in, retrieve data from, or otherwise make use of any resources of a computer, computer system, or computer network.

“Data” means a representation of information, knowledge, facts, concepts, computer software, computer programs or instructions, whether said information is confidential information or personal health information. Data may be in any form, including but not limited to, in storage media, stored in the memory of the computer, in transit or presented on a display device, or a hard copy. The Contractor shall ensure that the background screening is conducted on all Persons directly performing services under the Contract whether or not the Person has access to State of Florida, as well as those persons who are not performing services under the Contract but have access, including indirect access, to State of Florida Data.

The minimum background screening process shall 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 State of Florida Data. 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 shall maintain documentation of the screening in the Person’s employment file. The Contractor shall 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.

10.1.1 Disqualifying Offenses

If at any time it is determined that a Person has a criminal misdemeanor or felony record regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last ten (10) 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 State of Florida Data 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 their 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

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• 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 ten (10) 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 State of Florida premises. The Contractor shall consider the following factors only in making the determination:

1) nature and gravity of the offense,

2) the amount of time that lapsed since the offense,

3) the rehabilitation efforts of the person, and

4) relevancy of the offense to the job duties of the Person.

During the process of collecting the information and making a decision, the Contractor shall not allow the Person to perform services or have access to State of Florida premises.

10.1.2 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.

10.1.3 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:

1) 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

2) A statement confirming that the criminal background screening did not identify a disqualifying offense;

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

10.1.3.1 Initial Warrant of Security

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

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10.1.3.2 Annual Warrant of Security

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

10.1.3.3 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.

10.1.4 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 certification 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 certification 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.

10.2 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 State of Florida Data is secure and in compliance with the Contract and all applicable state and federal rules and regulations.

10.3 Record Retention

The Contractor shall retain a list of all Persons with Access to Data, 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 Data including a policy and procedure for Access to Data.

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

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

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

3) The identity, form, and extent of Data accessed, including, but not limited to, whether the individual accessed partial or redacted versions of Data, read-only versions of Data, or editable versions of Data; and

4) The nature of the access to Data, including whether Data 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. Department from a breach of this subsection are by their nature impossible to ascertain presently and will be difficult 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.

10.4 Data Access

The Contractor shall retain a list of all persons with Access to State of Florida Data, 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 State of Florida Data, including a policy and procedure for Access to State of Florida Data.

The Contractor shall document and record, with respect to each instance of Access to Data:

1) The identity of all individual(s) who accessed Data in any way, whether those individuals are authorized Persons or not;

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

3) The identity, form, and extent of Data accessed, including, but not limited to, whether the individual accessed partial or redacted versions of Data, read-only versions of Data, or editable versions of Data; and

4) The nature of the access to Data, including whether Data 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 years from the date of termination of this Contract and any Contract extensions. The written policy and information required in this

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 15 of 19 subsection shall be included in the Department’s audit and screening abilities. 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.

Access as referenced in this Section shall mean review, inspect, approach, instruct, communicate with, store data in, retrieve data from, or otherwise make use of any data, regardless of type, form, or nature of storage. Access to a computer system or network includes local and remote access.

The Contractor shall document and record, with respect to each instance of Access to State of Florida Data:

1) The identity of all individual(s) who Accessed State of Florida Data in any way, whether those individuals are authorized Persons or not;

2) The duration of the individual(s)’ Access to State of Florida Data, including the time and date at which the Access began and ended;

3) The identity, form, and extent of State of Florida Data Accessed, including, but not limited to, whether the individual Accessed partial or redacted versions of State of Florida Data, read-only versions of State of Florida Data, or editable versions of State of Florida Data;

and

4) The nature of the Access to State of Florida Data, including whether State of Florida Data 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.

Notwithstanding any provision of the Contract to the contrary, the Contractor shall notify the Department as soon as possible and in all events within one (1) business day in the event it discovers any unauthorized Access of State of Florida State of Florida Data occurs, any unauthorized transmission of State of Florida Data, or any credible allegation or suspicion of a material violation of the above. This notification is required whether the event affects one employee/retiree or the entire population. The notification shall be clear and conspicuous and include a description of the following:

1) The incident in general terms.

2) The type of personal information that was subject to the unauthorized Access and acquisition.

3) The number of individuals who were, or potentially have been affected by the breach.

4) The actions taken by the Contractor to protect the State of Florida Data information from further unauthorized Access. However, the description of those actions in the written notice may be general so as not to further increase the risk or severity of the breach.

Upon becoming aware of an unauthorized access to State of Florida Data, the Contractor’s Account Manager shall set up a conference call with the Department’s Contract Manager. The conference call invitation shall contain a brief description of the nature of the event. When possible, a thirty (30) minute notice shall be given to allow Department personnel to be available for the call. If the designated time is not practical for the Department, an alternate time for the call shall be scheduled. All available information shall be shared on the call. The Contractor shall answer all questions based on the information known at that time and shall answer additional

RFP No. DMS-24/25-264 Attachment B, Draft Contract Page 16 of 19 questions as additional information becomes known. The Contractor shall provide the Department with final documentation of the incident including all actions that took place. If the Contractor becomes aware of an unauthorized access to State of Florida Data outside of normal business hours, the Contractor shall notify the Department’s Contract Manager and in all events, within one

(1) business day.

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 difficult 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 $500 for each breach of this subsection.

SECTION 11. PERFORMANCE BOND

The Contractor shall furnish DMS with a Performance Bond for all Projects over two hundred thousand dollars ($200,000.00). The Performance Bond shall be for the amount of the total cost of the order. The form of the guarantee shall be a Performance Bond made payable to DMS. The guarantee shall be furnished to the Product Manager prior to commencement of the Project.

The Performance Bond provided for any Project shall guarantee to DMS that the Contractor shall complete the Project associated with the Performance Bond in accordance with the terms of the Project including services provided, price, time, and provisioning for securing E-Rate funding where Customers have been qualified by USAC. If the Contractor defaults or is terminated by the Customer, DMS may call upon the surety to complete the Project.

The Contractor and insurer or bonding company shall provide the Department prior written notice or immediate notice upon knowledge of any attempt to cancel or to make any other material change in the status, coverage, or scope of the Performance Bond, or of the Contractor’s failure to pay bond premiums.

The Department shall not be responsible for any premiums or assessments on or in relation to the Performance Bond.

The Performance Bond is to protect the Department and the State against any loss sustained through failure of the Contractor’s performance in accordance with the Contract. No payments shall be made to the Contractor until the Performance Bond is in place and approved by the Department in writing.

The Performance Bond provided under this Section shall be used solely to the extent necessary to satisfy the damage claims made by the State pursuant to the terms of the Contract. In no event shall the Performance Bond be construed as a penalty bond.

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SECTION 12. NO OFFSHORING

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 State of Florida Data to be sent by any medium, transmitted or accessed outside of the United States.

The Contractor agrees that a violation of items listed above will result in immediate and irreparable harm to the Department and will entitle the Department to a credit of $50,000 per violation, with a total cap of $500,000 per event. This credit is intended only to cover the Department’s internal staffing and administrative costs as well as the diminished value of Services provided under the Contract and will not preclude the Department from recovering other damages it may suffer as a result of such violation. For purposes of determining the damages due hereunder, a group of violations relating to a common set of operative facts (e.g., same location, same time period, same off-shore entity) will be treated as a single event. A violation of this provision will also entitle the Department to recover damages, if any, arising from a breach of this section and constitutes an event of default.

Notwithstanding any provision of this Contract to the contrary, the Contractor shall notify the Department as soon as possible and in all events within one business day in the event it discovers any Data is breached, any unauthorized access of State of Florida Data occurs (even by persons or companies with authorized access for other purposes), any unauthorized transmission of Data or any credible allegation or suspicion of a material violation of the above. This notification is required whether the event affects one employee/retiree or the entire population. The notification shall be clear and conspicuous and include a description of the following:

(a) The incident in general terms.

(b) The type of personal information that was subject to the unauthorized access and acquisition.

(c) The number of individuals who were or potentially have been affected by the breach.

(d) The actions taken by the Contractor to protect the Data information from further unauthorized access. However, the description of those actions in the written notice may be general so as not to further increase the risk or severity of the breach.

Upon becoming aware of an alleged security breach or security incident, the Contractor Security Officer shall set up a conference call with the Department’s Contract Manager. The conference call invitation shall contain a brief description of the nature of the event. When possible, a 30-minute notice shall be given to allow Department personnel to be available for the call. If the designated time is not practical for the Department, an alternate time for the call shall be scheduled. All available information shall be shared on the call. The Contractor shall answer all questions based on the information known at that time and shall answer additional questions as additional information becomes known. The Contractor shall provide the Department with final documentation of the incident including all actions that took place. If the Contractor becomes aware of a security breach or security incident outside of normal business hours, the Contractor shall notify the Department’s Contract Manager and in all events, within one business day.

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SECTION 13. CREDENTIALING DOCUMENTS

Contractor shall on an annual basis, prior to the anniversary of the contract, submit the following credentialing documents:

1. The Contractor must provide documentation of a valid and current State of Florida license for at least one (1) of the following professions, held by either Contractor or Contractor’s Subcontractor listed in Form 11 – Subcontracting: Registered Electrical Specialty Contractor, Low Voltage System Specialist, or a Registered Electrical Contractor.

2. The Contractor must provide documentation of a valid and current Building Industry Consulting Service International (BICSI) Registered Communications Distribution Designer (RCDD) certification held by an individual currently employed by the Contractor.

The Department may, in its sole discretion, independently verify any information provided by the Contractor, including information related to the responsiveness requirements and certifications thereto.

SECTION 14. SPECIFIC APPROPRIATION

The following are the specific state funds from which the state will make payment under the contract:

General Appropriations Act (Florida Law)

2845 SPECIAL CATEGORIES

CENTREX AND SUNCOM PAYMENTS

FROM COMMUNICATIONS WORKING

CAPITAL TRUST FUND . . . . . ... 108,035,421

The Department of Management Services is authorized to submit budget amendments in accordance with Chapter 216, Florida Statutes, to increase Specific Appropriation 2845, in the event that payments for telecommunications services exceed the amount appropriated

SECTION 15. BUSINESS REVIEW MEETINGS

The Parties agree to participate with and in the Contract Oversight Team as applicable throughout the term of this Agreement, in accordance with Section 287.057(26), Florida Statutes.

Notwithstanding the statutory threshold of $5 million, all Contractors—regardless of contract value—shall be required to participate in Quarterly Business Review (QBR) meetings for the duration of the Agreement. These meetings shall occur once every calendar quarter and may be conducted in person or via video conference, as mutually agreed upon by the Parties.

The purpose of each QBR shall include, but not be limited to:

Reviewing overall performance and service levels;

Discussing key performance indicators (KPIs) and contract compliance;

Identifying opportunities for improvement or innovation;

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Addressing any outstanding issues or risks; and Aligning goals and priorities for the next quarter.

The Contract Manager and Contractor’s Point of Contact as declared in this Contract shall attend each QBR. In the event the Contractor’s Point of Contact is unable to attend, they shall designate a representative(s) to attend the QBRs who is authorized to discuss the subject matter and make decisions or recommendations as appropriate. A summary of discussion points and any agreed-upon action items shall be documented and shared with both Parties within ten (10) business days following each meeting.

SIGNATURE PAGE IMMEDITATELY FOLLOWS