Attachment B - Draft Contract.pdf

Real Estate Development and Management

4050 Esplanade Way Tallahassee, FL 32399-0950

Ron DeSantis, Governor

Pedro Allende, Secretary

ATTACHMENT B – DRAFT CONTRACT

FOR

BUILDING AUTOMATION SYSTEMS SERVICES

RFP NO. DMS-24/25-176

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

<<VENDOR NAME>>

DMS-24/25-176 Page 2 of 13 Building Automation Systems Services

Table of 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. MONITORING BY THE DEPARTMENT

SECTION 11. AUDITS AND INSPECTION OF RECORDS, PAPERS, & DOCUMENTS ... 8

SECTION 12. BACKGROUND SCREENINGS AND WARRANTY OF SECURITY

SECTION 13. PERFORMANCE BOND

SECTION 14. NO OFFSHORING

SECTION 15. PREFERRED PRICING AFFIDAVIT

SECTION 16. CONDUCT OF BUSINESS

SECTION 17. SPECIFIC APPROPRIATION

DMS-24/25-176 Page 3 of 13

Contract This Contract No. DMS-24/25-176 (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 TBD (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 Request for Proposals (RFP) Solicitation No.

DMS-24/25-176, Building Automation Systems Service for services provided to the Department’s facilities listed in Attachment C – Facility List, pursuant to section 287.057(1)(b), Florida Statutes (F.S.), and Contractor was selected for 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 7:00 a.m. – 5:00p.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 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.

1.4 Facilities – The location of buildings managed by the Department as provided in Attachment C – Facility List, and any additional locations added in accordance with Section 17, Additions and Deletions of Attachment A – Scope of Work.

1.5 Facilities Manager – The local Department representative designated for each Facility who will serve in a contract management capacity as delegated by the Contract Manager.

SECTION 2. TERM

2.1 Initial Term

The initial term of the Contract will be for five (5) years. The initial Contract term shall begin April 15, 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

DMS-24/25-176 Page 4 of 13 satisfactory performance evaluations by the Department and subject to the availability of funds.

2.3 Termination

The Department, by thirty (30) Calendar 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 Proposal submission. The Parties agree that this pricing will apply for the entire length of the Contract, including any renewal years. The Contractor may offer services at prices below the prices identified in Attachment D – Price Sheet.

3.2 Price Adjustments

Any price adjustments will be pursuant to an amendment to the Contract resulting from an addition of a facility or facilities to the Contract. If renewal of the Contract is anticipated after the initial term, the Department will renegotiate with the Contractor in attempt to achieve cost savings for the State.

3.3 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.

3.4 Bills for Travel

Travel expenses are not permitted under this Contract.

3.5 Payments

Payments shall be made only after clarification of any discrepancies and acceptance of invoices with supporting documentation by the Contract Manager pursuant to Attachment A – Scope of Work, Section 11, Payment. Invoices will not be considered to be submitted to the Department for purposes of payment under section 215.422, F.S., until acceptance.

3.6 Final Invoice

Unless the Contract is renewed or extended, the deliverables in Attachment A - Scope 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.

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3.7 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):

• Any amendments to this Contract in reverse order of issuance

• This Contract document

• Attachment A – Scope of Work

• Attachment D – Price Sheet

• Attachment E – Performance Standards and Guarantees

• Attachment C – Facility List

• Attachment H – PUR 7801, Vendor Certification Form

• Attachment F – Regional Map

• The General Contract Conditions - PUR 1000, which are incorporated by reference, and available at: https://dms-media.ccplatform.net/content/download/2933/11777/PUR_1000_General_Contract _Conditions.pdf

SECTION 5. CONTRACT ADMINISTRATION

5.1 Department Contract Administrator

The Department will name a Contract Administrator during the term of this Contract whose responsibilities will be to maintain this Contract. As of the effective date of the Contract, the Contract Administrator is as follows:

Pegah Bowman

Florida Department of Management Services Departmental Purchasing 4050 Esplanade Way, Suite 260.3Y Tallahassee, Florida 32399-0950 Email: DMS.Purchasing@dms.myflorida.com

In the event that the Department changes the Contract Administrator, the Department will notify the Contractor in writing. 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:

J. Kirby Forehand Florida Department of Management Services Division of Real Estate Development and Management 4050 Esplanade Way, Suite 315 https://dms-media.ccplatform.net/content/download/2933/11777/PUR_1000_General_Contract_Conditions.pdf https://dms-media.ccplatform.net/content/download/2933/11777/PUR_1000_General_Contract_Conditions.pdf https://dms-media.ccplatform.net/content/download/2933/11777/PUR_1000_General_Contract_Conditions.pdf mailto:Cherie.Ferrell@dms.myflorida.com

DMS-24/25-176 Page 6 of 13

Tallahassee, Florida 32399 Telephone: 850-488-3512 Email: james.forehand@dms.fl.gov

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

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. Such changes do not require a formal

5.4 Reporting

The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority, women, and veteran business enterprises in the economic life of the State. The State of Florida Mentor Protégé Program connects minority, women, and veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protégé Program, please contact the Office of Supplier Development at (850) 487-0915 or osdhelp@dms.myflorida.com.

Upon request, the Contractor shall report to the Department, spend with certified and other minority business enterprises. These reports will include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this 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. For example, Chapter 287, of the Florida Statutes and Rule 60A of the 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, mailto:james.forehand@dms.fl.gov

DMS-24/25-176 Page 7 of 13 codes, ordinances, or licensing requirements shall be grounds for Contract termination or nonrenewal 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 the Department of a legal action within thirty (30) Calendar Days of the action shall be grounds for termination or nonrenewal of the Contract.

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 fulfill to obtain a Florida Certificate 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 certificate of authority from the Florida Department of State.

Website: www.sunbiz.org.

SECTION 8. LIABILITY AND WORKER’S COMPENSATION INSURANCE

This paragraph modifies section 8(e) of the PUR 1000. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, at a minimum, shall be as follows:

1. Workers’ compensation and employer’s liability insurance per Florida statutory limits (currently $100,000 per accident, $100,000 per person, and $500,000 policy aggregate) covering all employees engaged in any Contract work;

2. Commercial general liability coverage on an occurrence basis in the minimum amount of $500,000 (defense cost shall be in excess of the limit of liability), naming the State as an additional insured; and

3. Automobile liability insurance covering all vehicles, owned or otherwise, used in the Contract work, with minimum combined limits of $500,000, including hired and non-owned liability, and $5,000 medical payment.

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 the 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 Florida. The Contractor shall have its insurance carrier note the Department as the certificate holder as provided below:

Florida Department of Management Services Division of Real Estate Development and Management c/o Departmental Purchasing https://dos.myflorida.com/sunbiz/ http://www.sunbiz.org/

DMS-24/25-176 Page 8 of 13

4050 Esplanade Way, Suite 315 Tallahassee, Florida 32399-0950

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.

SECTION 10. 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 will deliver to the Contractor a written report of its finding, and may direct the development, by the Contractor, of a corrective action plan. This provision will not limit the Department’s termination rights.

SECTION 11. AUDITS AND INSPECTION OF RECORDS, PAPERS, & DOCUMENTS

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 fifteen (15) Calendar 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 12. BACKGROUND SCREENINGS AND WARRANTY OF SECURITY

In addition to any background screening required by the Contractor as a condition of employment and the requirements found in Attachment A – Scope 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 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 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.

DMS-24/25-176 Page 9 of 13

“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.

The Contractor agrees that each employee or subcontractor who will perform services under this Contract or have access to State of Florida Data 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 employee or subcontractor described above.

During the term of the Contract, if the Contractor discovers that an employee or subcontractor fails to meet the requirements of the background screening, the Contractor shall immediately prohibit the employee or subcontractor performance under this contract and access to any State of Florida Data.

The Contractor further agrees to defend, indemnify and hold harmless the Department, the State of Florida, its officers, directors and employees for any claims, suits or proceedings alleging a breach of this background check process. Should a breach of security occur which allows for unauthorized access or exposure of State of Florida Data, the Contractor shall include credit monitoring services at its own cost for those individuals affected or potentially affected by a breach of this warranty for a two (2) year period of time following the breach.

12.1 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

DMS-24/25-176 Page 10 of 13 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

• 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: 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. 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.

SECTION 13. 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 14. 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 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.

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

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(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 (1) 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 Representative. 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 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 Representative and, in all events, within one (1) Business Day.

SECTION 15. 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.

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SECTION 16. 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.

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 disqualified from Contract eligibility.

SECTION 17. SPECIFIC APPROPRIATION

The following is the specific state funds from which the state will make payment under the Contract: FY 2024/25–HB5001, Line 2859.

SIGNATURE PAGE IMMEDIATELY FOLLOWS

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

FLORIDA DEPARTMENT OF MANAGEMENT SERVICES

Pedro Allende, Secretary

Date

<INSERT VENDOR NAME>

Signature

Print Name and Title

Date