Attachment C - Draft Contract.pdf

ATTACHMENT C – DRAFT CONTRACT

FOR

ITB NO.: DMS-24/25-245

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

DMS-24/25-245

Table of Contents

SECTION 1. DEFINITIONS

SECTION 2. TERM

SECTION 3. PAYMENTS

SECTION 4. CONTRACT DOCUMENT

SECTION 5. CONTRACT ADMINISTRATION

SECTION 6. COMPLIANCE WITH LAWS

SECTION 7. LIABILITY AND WORKER’S COMPENSATION INSURANCE

SECTION 8. INTELLECTUAL PROPERTY

SECTION 9. RECORDS RETENTION

SECTION 10. GIFTS

SECTION 11. MONITORING BY THE DEPARTMENT

SECTION 12. BACKGROUND SCREENING, RECORD RETENTIONS, AND WARRANTY OF

SECURITY 7

SECTION 13. SCRUTINIZED COMPANIES – TERMINATION BY THE DEPARTMENT

SECTION 14. NO OFFSHORING

SECTION 15. PREFERRED PRICING AFFIDAVIT

SECTION 16. SUBCONTRACTORS

SECTION 17. CONDUCT OF BUSINESS

SECTION 18. SPECIFIC APPROPRIATION

Contract

This 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).

The Contractor responded to the Department’s Invitation to Bid No.: DMS-24/25-245 “Project Management Professional (PMP®) Exam Preparation Training and Testing Services” (the “ITB”) to perform the services set forth in Attachment A – Scope of Work. The Parties enter into this Contract in accordance with the terms and conditions of the ITB.

The Parties therefore agree as follows.

SECTION 1. DEFINITIONS

The following definitions apply in addition to the definitions in PUR 1000.

1.1 Confidential Information - Information or material which (i) meets the definition of “Trade

Secret” in section 812.081(1)(c), Florida Statutes; 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, Florida Statutes, other Florida laws, and preempting Federal laws or regulations).

1.2 Contract Manager – The representative designated by the Department who will oversee all aspects of the Contract, ensure that performance expectations are met, and who will 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 three (3) years. The effective date of the initial Contract term shall begin on July 1, 2025, or on the last date it is 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 renewal terms up to three (3) years. Any renewals shall be contingent upon the satisfactory performance of the Contractor 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 B – PRICE SHEET, which is incorporated by reference into the Contract.

3.2 Price Adjustments

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

Bills, other than invoices for services set forth in Attachment A – Scope of Work for the prices stated in Attachment B – Price Sheet, are not permitted under this Contract.

3.4 Bills for Travel

Bills for travel are not permitted under this Contract.

3.5 Payments

Invoices shall be submitted to the Department in accordance with Attachment A – Scope of Work, Section 2. Payments will be made in accordance with section 215.422, F.S.

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.

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 DOCUMENT

4.1 Contract Documents & Hierarchy

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

4.1.1 This Contract

4.1.2 Attachment A - Scope of Work

4.1.3 Attachment B – Price Sheet

4.1.4 The General Contract Conditions - PUR 1000 (rev. 7/2024), which are incorporated by reference, and available at https://www.dms.myflorida.com/business_operations/state_purchasing/state_age ncy_resources/state_purchasing_pur_forms

4.1.5 Attachment D - PUR 7801 Vendor Certification Form

4.1.6 Contractor’s bid(s) submitted in response to ITB No. DMS-24/25-245 https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/state_purchasing_pur_forms https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/state_purchasing_pur_forms

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:

Jessica Lewis Purchasing Analyst Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way Tallahassee, Florida 32399 Email: dms.purchasing@dms.fl.gov

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:

Nesha Thompson Department of Management Services Division of State Purchasing 4050 Esplanade Way Tallahassee, Florida 32399 Telephone: (850) 487-1462 Email: Nesha.Thompson@dms.fl.gov

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

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:

Name Company Name Address City, State XXXXX Telephone: (XXX) XXX-XXXX 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 Reporting

https://fldms.sharepoint.com/FandA/DeptPur/Procurements%20Being%20Developed/B.%20Competitive%20Procurements/Archives/DMS-2425-175%20ITB%20Water%20Based%20Fire%20Protection%20System%20Testing,%20Inspection%20Maintenance%20and%20Repair%20Services/2.%20Solicitation/dms.purchasing@dms.fl.gov mailto:Nesha.Thompson@dms.fl.gov

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 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. 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, 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) 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) days of the action being filed. Failure to notify the Department of a legal action within thirty (30) days of the action shall be grounds for termination or nonrenewal of the Contract.

SECTION 7. LIABILITY AND WORKER’S COMPENSATION INSURANCE

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

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

7.1 Sovereign Immunity.

By entering into this Contract, Contractor agrees that it is expressly waiving any right it may have under section 768.28, Florida Statutes, to claim sovereign immunity for liability for torts. Any plaintiff or other party injured by Contractor will be deemed to be a third-party beneficiary of this Contract, but only with respect to the preceding sentence.

SECTION 8. 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 9. RECORDS RETENTION

The Contractor shall retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract for the longer of five (5) years after expiration of the Contract or the period required by the General Records Schedules maintained by the Florida Department of State available at:

http://dos.myflorida.com/library-archives/records- management/general-records-schedules/.

SECTION 10. GIFTS

The Contractor agrees that it will not offer to give or give any gift to any participants in the training including State of Florida employees. The Contractor will also ensure that its subcontractors, if any, will apply with this provision.

SECTION 11. 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 12. BACKGROUND SCREENING, RECORD RETENTIONS, 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.

12.1 Background Screening

In addition to any background screening required by the Contractor as a condition of employment and the requirements found in the 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 http://dos.myflorida.com/library-archives/records-

“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.

“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.

12.1.1 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

• 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.

12.1.2 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.

12.1.3 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.

12.1.3.1 Initial Warrant of Security

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

12.1.3.2 Annual Warrant of Security

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

12.1.3.3 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.

12.1.4 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.

12.2 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.

12.3 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:

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.

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 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.

SECTION 13. 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 certifies 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 Terrorism 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 certification (or the certification 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.

https://www.sbafla.com/reporting/

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 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.

All data generated, used, or stored by the Contractor pursuant to the Contract must reside and remain in the U.S. and may not be transferred outside of the U.S. The Contractor must also ensure that all services provided under the Contract, including call center or other help services, are performed by persons located in the U.S.

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.

SECTION 16. 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 H – Performance Standards and Guarantees. It is the Contractor’s responsibility to ensure that any aspects of this scope of work requiring certification or licensure are performed by duly certified or licensed persons. Contractor shall provide proof of certification or licensure upon request.

SECTION 17. 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.

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

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 disqualified from Contract eligibility.

SECTION 18. SPECIFIC APPROPRIATION

The following is the specific state funds from which the state will make payment under the Contract: FY 2024/25 – HB5001 – Special Categories – Contracted Services – Line #2905

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

VENDOR

Signature

Print Name and Title

Date