CN-700000-26021.pdf

Agency Term Contract

ATC-26-021

Shared Savings Financing for Energy Efficiency Upgrades Noresco

This Contract is between the State of Florida, Department of Corrections (“Department”), and Noresco, LLC. (“Contractor”).

WITNESSTH

WHEREAS, the Department and Contractor are collectively referred to herein as “Parties,” and individually as a “Party,” and capitalized terms shall have the meanings assigned to them in EXHIBIT A, unless the context clearly requires a different construction and interpretation;

WHEREAS, the Contractor responded to the Department’s Request for Qualifications (RFQual), No.: FDC RFQual 23-041 Shared Savings Financing for Energy Efficiency Upgrades; and

WHEREAS, the Department has accepted the Contractor’s Bid and enters into this Contract in accordance with the terms and conditions of FDC RFQual 23-041.

THEREFORE, and in consideration of the mutual promises contained herein, the Parties agree as follows:

I. Scope of Work

The services, commodities, or both, to be provided by the Contractor pursuant to this Contract are defined and described in EXHIBIT A.

II. Contract Term

The initial term of this Contract is for five (5) years and shall begin on the last date on which it is signed by all Parties.

III. Renewal Terms

The Department and the Contractor may renew the Contract in whole or in part, for a renewal term not to exceed five (5) years, or portions thereof, at the renewal pricing specified in the Contractor’s Bid, upon mutual agreement of the Parties as set forth in the Contract.

IV. Contract

This Contract, together with the following attached document (Exhibit A), sets forth the entire understanding of the Parties and supersedes all prior and contemporaneous agreements, whether written or oral, with respect to such subject matter.

All Exhibits attached to this Contract are incorporated in their entirety and form as part of this Contract. The Contract has the following Exhibits:

a) EXHIBIT A: FDC RFQual-23-041 and all addenda, in reverse order of issuance;

b) Attachment I – Shared Savings Proposal;

c) Attachment II – Perimeter Lighting Level Requirements;

d) Attachment III – Service/Delivery Locations;

e) Attachment IV – Firm’s Contact Information;

f) Attachment V – Pass/Fail Requirement Certification and Non-Collusion Certificate;

g) Attachment VI – Notice of Conflict of Interest;

h) Attachment VII – Subcontracting Form;

i) Attachment VIII – Firm’s Reference Form;

j) Attachment IX – Sample Reference Questionnaire;

k) Attachment X – Evaluation Score Sheet;

l) Attachment XI – Business Associate Agreement for HIPAA;

m)Attachment XII – Security Requirements for Contractors;

n) Attachment XIII – Model Shared Savings Contract;

o) Attachment XIV – Forced Vendor Attestation (PUR 2024);

p) Attachment XV – Foreign Country of Concern Attestation (PUR 1355), and

q) Attachment XVI – Vendor Certification Form (PUR 7801).

In case of conflict, the documents shall have priority in the order listed:

a) The Agency Term Contract (ATC) and any amendments, in reverse order of issuance;

b) EXHIBIT A: FDC RFQual-23-041 and all addenda, in reverse order of issuance; then

c) EXHIBIT B: Contractor’s Reply;

d) EXHIBIT C: Department’s Task Assignment; and

e) EXHIBIT D: Contractor’s Negotiated Proposal.

V. Amendments

Unless otherwise provided herein, all modifications to this Contract must be in writing and signed by both Parties, except changes to Section VII., Contract Management. Any future amendments of the Contract, which alter the definition of the services or scope of work, shall define the services or scope in the same format as EXHIBIT A.

Amendments issued after Contract execution may expressly change the provisions of the Contract. If an amendment expressly alters the Contract, then the most recent amendment will take precedence.

VI. Contract Notices

Unless otherwise required herein, the Parties shall provide all notices required or permitted by this Contract in writing by certified mail, return receipt requested, or hand-delivery to the respective Parties. All notices shall be deemed received on the date of delivery.

Changes to Section VII., Contract Management, may be delivered by email to the Contractor's Representative and the Contract Manager. Change notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable.

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VII. Contract Management

The Contract Administrator is:

Contract Administrator Bureau of Procurement Florida Department of Corrections 501 S. Calhoun Street, Suite 327 Tallahassee, FL 32399-2500 Telephone: (850) 717-3700 Email: ContractAdmin@fdc.myflorida.com

The Contract Administrator will perform the following functions:

1. Maintain the official Contract Administration file;

2. Write and maintain this Contract and all amendments; and

3. Maintain records of all formal Contract correspondence between the Department and the Contractor as provided by the Contract Manager for filing in the Contract Administration file.

The Contract Manager is:

Stasi McKenzie, Operations Management Consultant Manager Facilities Management & Building Construction Florida Department of Corrections 600 S. Calhoun Street Tallahassee, FL 32399-2500 Telephone: (850) 717-3925 Email: stasi.mckenzie@fdc.myflorida.com

The Contract Manager will perform the following functions:

1. Maintain a Contract Management file;

2. Serve as the liaison between the Department and the Contractor;

3. Enforce performance of the Contract terms and conditions;

4. Monitor and evaluate the Contractor’s performance to ensure services conform to the

Contract requirements;

5. Request all amendments, renewals, and terminations of this Contract, and implement management of the Contract change;

6. Exercise applicable remedies, as appropriate, when the Contractor’s performance is deficient; and

7. Evaluate the Contractor’s performance upon completion of this Contract. This evaluation will be placed in the Contract file and will be considered if this Contract is subsequently used as a reference in future procurements.

For each Purchase Order (PO) issued by the Department, the individual listed as “On Behalf Of” shall serve as a local Contract coordinator, and will perform the following functions:

1. Verify the receipt of deliverables from the Contractor;

Agency Term Contract

ATC-26-021

mailto:ContractAdmin@fdc.myflorida.com mailto:stasi.mckenzie@fdc.myflorida.com

2. Review, verify, and approve invoices from the Contractor;

3. Monitor the quality of services and commodities being delivered;

4. Monitor the budget to ensure funds are available through the Contract term; and

5. Serve as the liaison between the Department, Contract Manager, and Contractor relating to quality and delivery.

The Department may appoint a different Contract Administrator or Manager, which will not require an amendment to the Contract, by sending written notice to the Contractor. The Contractor shall address all communication relating to the Contract to the Contract Manager.

The Contractor has assigned the following individuals to serve as the Contractor’s Representative for this Contract

Contractor’s Representative:

Jim Williams, Senior Vice President and General Manager Noresco, LLC One Research Drive, Suite 400 C Westborough, MA 01581 Telephone (Office): (508) 614-1000 Telephone (Mobile): (678) 553-4860 Email: jwilliams@noresco.com

As provided for in Sections VI. and VII., the Department will direct all questions and customer service issues concerning this Contract to the Contractor’s Representatives above. It will be the Contractor’s Representative’s responsibility to coordinate with necessary Department personnel, as required, to answer questions and resolve issues.

The Contractor must provide notice to the Contract Manager, as set forth in Section VII., if a new employee is designated as the Contractor’s Representative for this Contract.

VIII. Termination

A. Termination at Will

Either Party may terminate this Contract at will upon no less than 30 Days’ written notice unless a shorter period is mutually agreed upon by both Parties. A Party shall deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery.

B. Termination Due to Lack of Funds

If funds to finance this Contract become unavailable, the Department may terminate the Contract upon no less than 24 hours’ written notice to the Contractor. The Department will deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery. The Department shall be the final authority as to the availability of funds.

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ATC-26-021

mailto:jwilliams@noresco.com

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, the Department may terminate the Contract for cause. The Department may elect to afford, at its exclusive option, an opportunity for the Contractor to cure the breach within 30 Days upon written notice by the Department. Any breach of this Contract still left uncured by the Contractor after the Department has elected to provide 30 Days to cure (remedy) may result in the Department's termination of this Contract upon 24 hours’ written notice to the Contractor. If the Department does not elect to allow the Contractor to cure a breach (e.g., instances of egregious Contractor conduct or other Contractor actions which may be harmful to the Department), the Department may immediately terminate this Contract for cause, upon 24 hours’ written notice to the Contractor, as described in this section. Notice shall be delivered by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery. If applicable, the Department may employ the default provisions in Section 287.1351, F.S. The provisions herein do not limit the Department's right to remedies at law or in equity.

D. Termination for Unauthorized Employment

The Contractor’s violation of Section 274A of the Immigration and Nationality Act shall be grounds for unilateral cancellation of this Contract.

E. Termination for Use of Forced Labor

In accordance with Section 287.1346(4)(a)2., F.S., if the Contractor is placed on the Forced Labor Vendor List, the Department may terminate this Contract immediately for cause.

IX. Assignment

The Contractor shall not assign its duties or rights under this Contract to another Party without the Contract Manager’s prior written approval. The Department shall, at all times, be entitled to assign or transfer its rights, duties, and obligations under this Contract to another governmental agency of the State of Florida upon providing written notice to the Contractor.

X. Subcontracts

The Contractor is fully responsible for all work performed under this Contract. The Contractor may, upon receiving written consent from the Contract Manager, use service providers and/ or enter into a written subcontract(s) for the performance of certain functions under this Contract. No Subcontract, which the Contractor enters into with respect to the performance of any of its functions under this Contract, shall in any way relieve the Contractor of any responsibility for the performance of its duties. The Contractor shall make payments to its subcontractors.

If a subcontractor is utilized by the Contractor, the Contractor shall pay the subcontractor within seven (7) Business Days after receipt of full or partial payments from the

Agency Term Contract

Department, in accordance with Section 287.0585, F.S. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any Subcontract. The Contractor shall be solely liable to the subcontractor for all expenses and liabilities under this Contract. The Contractor’s failure, without reasonable cause, to pay a subcontractor within seven (7) Business Days will result in a penalty to be paid by the Contractor to the subcontractor in the amount of one-half percent (0.5%) of the amount due per Day past the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed 15% of the outstanding balance due.

All Subcontracts/agreements shall comply with Department Procedure 205.002, “ Contract Management”, and shall include the items noted below:

• Identity of the subcontractor (i.e., company, individual, etc.) that will be performing the subcontracted services;

• Qualifications of the subcontractor;

• License(s) and certification(s) provided by the subcontractor, required to perform the subcontracted services; and

• Include the specific clauses noted below from the Contract between the Contractor and the Department:

o Cooperation with the Inspector General o Cooperation with the Florida Senate and the Florida House of Representatives o E-Verify o Staff Background/Criminal Records Checks

Additionally, all subcontractor agreements must include a statement from the proposed subcontractor acknowledging acceptance of and intent to be bound by the Contract terms included in the contract between the Department and the Contractor.

See also Section XIII., M., related to E-Verify.

XI. Price Adjustments

The Contractor shall apply to the Department any price decrease effectuated during the Contract term by reason of market change or special sales offered to other customers.

Such a price decrease applies regardless of whether any related equipment is rented or leased by the Department under the Contract. Price increases are rejected unless otherwise stated. All prices are firm and shall be held for the duration of the Contract term.

XII. Additions/Deletions

During the term of the Contract, the Department reserves the right to add or delete services and commodities, when considered to be in its best interest and general scope of the Contract. Pricing shall be comparable to amounts awarded. Further, the Department reserves the right to add or delete institutions, satellite facilities, or both, to the list of delivery locations.

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XIII. Other Conditions

A. Public Records

The Contractor agrees to (a) keep and maintain public records required by the Department in order to perform the service or the Contract obligations; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter119, F.S. or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the Contractor does not transfer the records to the Department; and (d) upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service or the Contract obligations. If the Contractor transfers all public records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department. Pursuant to Section 287.058(1)(c), F.S., the Department is allowed to unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Section 24(a) of Art. I of the State Constitution and Section 119.071, F.S.

If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor’s duty to provide public records relating to the Contract, contact the custodian of public records at:

Florida Department of Corrections

ATTN: Public Records Unit 501 South Calhoun Street Tallahassee, Florida 32399-2500 Telephone: (850) 717-9774 Fax: (850) 922-4355

Agency Term Contract made available for inspection and copying by any person upon request as provided in Chapter 119, F.S. By submitting a Bid, the Vendor agrees to the following:

The Vendor shall keep and maintain public records required by the Department to perform the service.

Upon request of the Department, the Vendor shall provide a copy of the records requested or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or otherwise provided by law. Upon request of the Department, the Vendor shall provide all records stored electronically to the Department in a format compatible with the Department's information technology systems.

The Vendor shall ensure that public records exempt or confidential and restricted from public records disclosure requirements are not disclosed, except as authorized by law for the duration of the Contract term, and longer if the Vendor does not transfer the records to the Department at the end of the Contract.

At the end of the Contract, the Vendor shall transfer all public records in its possession to the Department at no cost or shall keep and maintain public records as required by the Department. If the Vendor transfers all public records to the Department upon completion of the Contract, the Vendor shall destroy any duplicate public records that are confidential or otherwise exempt from public records disclosure requirements. If the Vendor keeps and maintains public records at the end of the Contract, the Vendor shall continue to meet all applicable requirements for retaining and disclosing public records.

The Vendor shall retain all documents related to the goods or services provided under this RFQual for five (5) years after the Contract ends unless State or federal law requires a longer retention period. Under Section 287.058(1)(c), F.S., the Department may unilaterally cancel the Contract if the Vendor refuses to enable public access to all documents, papers, letters, or other material made or received by the Vendor in conjunction with the Contract unless the records are exempt from Art. I, Section 24(a), Florida Constitution and Section 119.07(1), F.S.

The Vendor agrees to hold the Department harmless from any claim for damages, including reasonable attorneys' fees and costs, and from any fine or penalty imposed due to failure to comply with the public records law or improper disclosure of confidential information. Further, the Vendor promises to defend the Department against the same at the Vendor’s expense.

The Vendor agrees to comply with the provisions of Section 216.347, F.S., which prohibits the expenditure of State funds for the purposes of lobbying the Legislature, the Judicial Branch, or a State agency.

Agency Term Contract

Website:

https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw 1eymm15f4x))/SupportHome.aspx

B. Confidentiality

The Contractor shall maintain the confidentiality of individual participants receiving services in accordance with applicable local, State, and federal laws, rules, and regulations. The Department and the Contractor agree that all information and records obtained in the course of Contract performance shall be subject to confidentiality and disclosure provisions of applicable federal and State statutes and regulations or procedures adopted pursuant thereto.

Except for individuals assigned to work on this contract, the Contractor agrees to keep all Department personnel information (i.e., Department staff telephone numbers, addresses, etc.) strictly confidential and shall not disclose said information to any person or entity, unless released to do so, in writing, by the Department.

C. Disputes

Any dispute arising from this Contract shall be resolved informally by the Contract Manager. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Department’s Director of Administration. The Department’s Director of Administration shall decide the dispute, reduce the decision to writing, and deliver a copy to the Contractor’s Representative, the Contract Manager, and the Contract Administrator.

D. Insurance

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insurance at all times during the existence of the Contract. This shall include, but is not limited to, worker’s compensation, general liability coverage, and property damage coverage. The Department must be included as an additional named insured on the Contractor’s Commercial General Liability and Automobile insurance policies related to the Contract. The Contractor accepts full responsibility for identifying and determining the type(s) and extent of insurance necessary to provide reasonable financial protection for the Contractor and the Department under the Contract. Upon execution of the Contract, the Contractor shall furnish the Department’s Contract Manager written verification of such insurance coverage. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance where appropriate.

If the Contractor is a State agency or subdivision as defined in Section 768.28, F.S., the Contractor shall furnish the Department, upon request, written verification of

Agency Term Contract

ATC-26-021

https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx liability protection in accordance with Section 768.28, F.S. Nothing herein shall be construed to extend any party's liability beyond that provided in Section 768.28, F.S.

E. Independent Contractor Status

The Contractor is an independent contractor in the performance of its duties and responsibilities under this Contract. The Department shall neither have nor exercise any control or direction over the methods by which the Contractor shall perform its work and functions other than as provided herein. This Agreement is not a partnership or a joint venture between the parties.

F. Force Majeure

Neither Party shall be liable for loss or damage suffered as a result of any unforeseeable delay or failure in performance under this Contract or interruption of performance resulting directly or indirectly from acts of God, fire, explosions, earthquakes, floods, water, wind, lightning, civil or military authority, pandemics, acts of public enemy, war, riots, civil disturbances, insurrections, strikes, or labor disputes.

G. Annual Appropriation

The State’s and the Department’s duty to pay for commodities or services under this Contract is contingent upon an annual appropriation by the Legislature. The costs of services paid under any other contract or from any other source are not eligible for payment under this Contract.

H. Cooperation With the Inspector General

In accordance with Section 20.055(5), F.S., the Contractor, and any subcontractor, understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing concerning the Contract.

I. Cooperation with the Florida Senate and the Florida House of Representatives

In accordance with Section 287.058(7), F.S., the Contractor agrees to disclose any requested information relevant to the performance of the Contract to members or staff of the Florida Senate or Florida House of Representatives, as required by the Florida Legislature. The Contractor is strictly prohibited from enforcing any nondisclosure clauses conflictive with this requirement.

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J. Employment of Department Personnel

The Contractor shall not knowingly engage, employ, or utilize, on a full-time, part-time, or another basis, any current or former employee of the Department, during the term of the Contract, where such employment conflicts with Section 112.3185, F.S.

K. Prison Rape Elimination Act (PREA)

The Contractor shall comply with the national standards to prevent, detect, and respond to prison rape under the Prison Rape Elimination Act (PREA), 28 C.F.R. Part

115. The Contractor’s staff who will not enter the secured perimeter but can be on property in the presence of an inmate shall also comply with all Department policies and procedures that relate to PREA (see Department Procedure 602.053, “Prison Rape Prevention, Detection, and Response”) and immediately report any suspected/reported PREA violations to the Contract Manager for the Department verbally and follow up with written notification to the Contract Manager within 24 hours of learning about the suspected PREA violation.

L. Scrutinized Companies List

In executing this contract, the Contractor certifies the following:

1. If a contract is for goods or services of any amount, the Contractor certifies:

• It is not listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S.; and

• It is not currently engaged in a boycott of Israel in accordance with Section 287.135(2)(a), F.S.

2. If a Contract for goods or services could be at or above $1 million, the Contractor also certifies:

• It has completed DMS Form PUR 7801, included as Attachment XVI

3. The Contractor agrees that the Department can immediately terminate the Contract for cause or disqualify the Contractor from further consideration of a contract if the following is discovered:

• The Contractor is found to have submitted a false certification after providing notice in accordance with Section 287.135(5)(a), F.S.;

• The Contractor is placed on a list created pursuant to Section 215.473, F.S., relating to scrutinized active business operations in Iran and/or Sudan;

• The Contractor is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

4. The Contractor understands the following:

• The Department may, on a case-by-case basis, make exceptions to these requirements as permitted in Section 287.135(4), F.S., and

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• An unsuccessful Contractor or any other person has no right to protest the award of a contract or renewal on the basis of a false certification, in accordance with Section 287.135(6), F.S.

M. E-Verify

1. The Contractor has completed and submitted DMS Form PUR 7801, included as Attachment XVI, prior to contract execution and agrees to resubmit this completed form each year on the contract anniversary date.

2. The Contractor has provided proof of its E-Verify registration prior to Contract execution.

3. The Contractor understands that it shall be unlawful for any person to knowingly employ, hire, recruit, or refer, either for herself or himself or on behalf of another for private or public employment within the state, an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, in accordance with Section 448.09, F.S.

4. The Contractor understands that it must request and maintain an affidavit for all subcontractors stating that the subcontractor does not employ, contract with, or subcontract with any unauthorized alien. The Contractor certifies that it will provide subcontractor affidavit(s) to the Department any time the Department requests.

N. Cooperative Purchasing

Pursuant to their own governing laws and subject to the agreement of the Contractor, other entities may be permitted to make purchases in accordance with the terms and conditions contained herein. The Department shall not be a party to any transaction between the Contractor and any other purchaser.

Other State of Florida agencies wishing to make purchases from this competitively procured Contract are required to follow the provisions of Section 287.042(16), F.S.

This statute requires the Florida Department of Management Services to determine that the requester’s use of the Contract is cost-effective and in the best interest of the State.

O. Governing Law and Venue

This Contract is executed and entered into in the State of Florida and shall be construed, performed, and enforced in all respects in accordance with the laws, rules, and regulations of the State of Florida. Any action hereon or in connection herewith shall be brought in Leon County, Florida.

Agency Term Contract

Request for Qualifications (RFQual)

Shared Savings Financing for Energy Efficiency Upgrades

RFQual-23-041

Miranda Tatum

Procurement Officer

Florida Department of Corrections

501 S. Calhoun Street

Tallahassee, FL 32399

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ATC-26-021

EXHIBIT A

TIMELINE

The Department established the following Timeline for this RFQual. Each Vendor must adhere to this Timeline and any Timeline revisions(s). The Department will post any Timeline revision as an addendum to the RFQual in accordance with Section 2.3 of this RFQual. All references to the “Timeline” herein refer to the Timeline in this Section. All times below are Eastern Time (E.T.).

EVENT DUE DATE LOCATION/COMMENT

Release of RFQual November 29, 2023 Vendor Information Portal (VIP):

https://vendor.myfloridamarketplace.com/

Mandatory Informational Meeting

December 18, 2023, at 10:00 a.m.

Conference Call Number: (888) 585-9008

Conference Room Number: (701) 874-802

Deadline for Vendors to Submit Questions

January 8, 2024, at 5:00 p.m.

Submit Questions to:

Purchasing@fdc.myflorida.com

Subject Line: RFQual-23-041 Shared Savings Financing for Energy Efficiency Upgrades

Anticipated Date the Department will

Advertise its Answers to Vendors’ Questions

February 27, 2024 Vendor Information Portal (VIP):

https://vendor.myfloridamarketplace.com/

Reply Deadline and Time of Opening

March 26, 2024, at 2:00 p.m.

Submit to:

Florida Department of Corrections

Bureau of Procurement Attention: Miranda Tatum

Re: RFQual-23-041 501 South Calhoun Street

Tallahassee, FL 32399-2500

Selection Team Meeting

April 10, 2024, at 10:00 a.m.

Florida Department of Corrections Bureau of Procurement

501 South Calhoun Street Tallahassee, Florida 32399-2500

Advertisement of Agency Decision June 2024 Vendor Information Portal (VIP):

https://vendor.myfloridamarketplace.com/

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ATC-26-021

https://vendor.myfloridamarketplace.com/ mailto:Purchasing@fdc.myflorida.com https://vendor.myfloridamarketplace.com/

Table of Contents

TIMELINE

Section 1 – Definitions Section 2 – Introduction Section 3 – Statement of Work Section 4 – Procurement Process and Information Section 5 – Selection Criteria and Process Section 6 – Task and Proposal Section 7 – Terms and Conditions Attachment I – Shared Savings Proposal Attachment II – Perimeter Lighting Level Requirements Attachment III – Service/Delivery Locations Attachment IV – Firm’s Contact Information Attachment V – Pass/Fail Requirement Certification and Non-Collusion Certificate Attachment VI – Notice of Conflict of Interest Attachment VII – Subcontracting Form Attachment VIII – Firm’s Reference Form Attachment IX – Sample Reference Questionnaire Attachment X – Evaluation Score Sheet Attachment XI – Business Associate Agreement for HIPAA Attachment XII – Security Requirements for Contractors Attachment XIII – Model Shared Savings Contract

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Section 1 – Definitions

The terms used in this RFQual, unless the context otherwise clearly requires a different construction and interpretation, have the following meanings:

1.1 Agreement: A legal binding document between parties as to a course of action.

1.2 Baseline Energy Model or Baseline: The Agency’s fuel, energy, or utilities consumption or cost for each Correctional Institution before implementing Energy Efficiency Measures (EEMs). The initial (unadjusted) Baseline Energy Model shall represent the calendar year preceding the commencement date of the assigned Task and is set forth in the (Baseline Energy Consumption, Costs, and Utility Rates). Adjustments to the Baseline Energy Model shall be made in accordance with Cost Savings Calculations and Baseline Normalization.

1.3 Business Day: Days Monday through Friday, excluding State holidays and other official closures.

1.4 Correctional Institution(CI): Any prison or other Correctional Institution, temporary or permanent, in which inmates are housed under the custody of the Department to include, including main units, annexes, road prisons, work camps, forestry camps, community release centers, re-entry centers, and any other satellite facilities.

1.5 Cost Savings: Measured reduction in the cost of energy, fuel, utilities, or documentable operations and maintenance activities, if applicable, created from the implementation of one (1) or more EEMs when compared with the established Baseline Energy Model. The Cost Savings shall be determined in accordance with the formulas and methodologies set forth in Cost Savings Calculations and Baseline Normalization.

1.6 Day: A calendar day, unless otherwise noted.

1.7 Department or FDC: The Florida Department of Corrections.

1.8 Energy Efficiency Measure (EEM): A measure implemented to reduce the energy, reduce energy, fuel, utility, or energy-related operating costs.

1.9 Firm or Vendor: A legally qualified Individual, partnership, corporation, association, or other business entity submitting a Response pursuant to this RFQual.

1.10 Material Deviation(s): A deviation from the requirements and specifications herein, which, in the Department’s sole discretion, is not in substantial accord with the requirements and specifications, provides a significant competitive advantage to one Vendor over other Vendors, has a potentially significant effect on the quantity or quality of items bid, or on the cost to the Department.

1.11 Minor Irregularity: A variation from the RFQual terms and conditions which does not affect the price of the bid or give the bidder an advantage or benefit not enjoyed by the other bidders or does not adversely impact the interest of the Department.

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1.12 Parties: The Department and Firm collectively.

1.13 Pre-Qualified Vendor Pool: A Vendor or group of Vendors who have been pre-qualified and selected as a result of this RFQual to potentially do business with the Department.

1.14 Reply: A Firm’s response to this RFQual.

1.15 Responsible Vendor: A Vendor who has the capability in all aspects to fully perform the Contract requirements and the integrity and reliability that will assure good faith performance.

1.16 Responsive Vendor: A Response, submitted by a Vendor, which conforms to all material aspects of this solicitation.

1.17 Selected Firm or Selected Vendor: A Vendor that is a member of the Pre-Qualified Vendor Pool and selected to do business with the Department.

1.18 Shared Savings Energy Task Management Team: The individual staff and other members or stakeholders who may directly be involved in carrying out the Task.

1.19 Shared Savings Contract (Contract): A written Contract between the Department and an Selected Firm resulting from a successfully negotiated and approved Shared Savings Proposal.

1.20 Shared Savings Proposal (Proposal): A detailed study and report performed by an Selected Firm, as a result of a Task, and submitted to the Department of the EEMs, their cost, savings, and benefits prior to entry of the Shared Savings Contract.

1.21 System: A group of components or subsystems that integrate and function to achieve a specific goal.

1.22 Task: Assigned work by the Department to a Selected Vendor(s) from the Pre-Qualified Vendor Pool.

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Agency Term Contract

Section 2 – Introduction The Florida Department of Corrections (Department) is seeking qualifications from qualified Firms to perform energy efficiency upgrades at various Correctional Institutions, throughout the State of Florida. The upgrades shall include all engineering, design, and installation of Energy Efficiency Measures (EEMs).

The objective of this RFQual is to award multiple Vendors to form a Pre-Qualified Vendor Pool to partner with the State of Florida for shared savings financing of energy efficiency upgrades as contemplated by subsections 255.252(4) and 255.253(5), Florida Statues (F.S.).

2.1 Project Specific Priorities

The intent of this RFQual is to encourage small and large Vendors alike to partner with the State to develop shared savings opportunities for energy efficiency upgrades in various Correctional Institutions. The shared saving delivery model will allow a portion of the resulting energy cost savings to be paid regularly to the Vendor.The purpose of this incentive is to encourage continuous improvements in building energy performance and promote the faster development of new energy-related technologies as they come to the market during the Contract.

The Department is not liable for any cost incurred by any Firm prior to the issuance of an executed Contract.

2.2 Overview

2.2.1 The Department intends to select multiple Vendors to form a Pre-Qualified Vendor Pool. However, the Department reserves the right to select each Vendor for all service categories or any combination of service categories, one (1) Vendor or multiple Vendors, geographically or make no selection, or any combination thereof whichever is determined to be in the best interest of the State.

2.2.2 For specific Tasks, the Department may engage members of the Pre-Qualified Vendor Pool in two (2) phases.

2.2.2.1 The first phase will entail the Department assigning a Task to a Selected Vendor(s) from the Pre-Qualified Vendor Pool, at its sole discretion, to develop a Shared Savings Proposal.

The Selected Vendor shall submit a Proposal to the Department in response to an assigned Task at no cost to the Department.

The Department will review the Proposal and determine to what degree, if any, it intends to move forward with the recommendations identified in the Proposal.

2.2.2.2 The second phase is the Shared Savings Contract (Attachment XIII). If the Department decides to move forward, the Department and the Selected Vendor will, in good faith, attempt to negotiate a Shared Savings Contract with the Selected Vendor. If the Department and the Selected Vendor cannot mutually agree upon the terms of the Contract, Agency Term Contract the Department, at its sole discretion, reserves the right to assign the Task to another member of the Pre-Qualified Vendor Pool. If the Selected Vendor and the Department mutually agree upon a negotiated Proposal, then a Shared Savings Contract may be entered for shared savings upgrades to be performed which includes implementing EEMs and the ongoing shared savings transaction over the designated term as established in the mutually agreed negotiated Proposal.

The Shared Savings Contract language (Attachment XIII) has been provided and approved and agreed to by the Vendor by submission of a Reply to this RFQual.

2.3 RFQual Modifications

Once the Department advertises this RFQual on the Vendor Information Portal (VIP), if it needs to supplement or modify any portion of its contents or exhibits, attachments, or other materials, it will advertise supplemental information as an addendum to this RFQual on the VIP. Interested Parties are responsible for monitoring the VIP website for addenda relative to this solicitation. Vendors are responsible for ensuring all addenda have been read and incorporated, as applicable, in their Reply.

2.4 Order of Precedence

All Replies are subject to the terms of this RFQual, which in case of conflict shall have the following order of precedence:

1. RFQual addenda, in reverse order of issuance;

2. This RFQual document, including any attachments or exhibits;

3. Form PUR 1000, referenced in Section 8.1 of this RFQual; then

4. Form PUR 1001, referenced in Section 8.1 of this RFQual.

2.5 Contract Term and Renewal

As a result of this RFQual, the initial term for each member of the Pre-Qualified Vendor Pool shall be for up to five (5) years.

The Department may renew the term for each member of the Pre-Qualified Vendor Pool for up to five (5) years, or portions thereof, at the same terms and conditions. If the Department determines to renew the term, it will provide written notice to the Pre-Qualified Vendor no later than 90 Days before expiration of the initial term date.

2.6 Addition/Deletion of Services or Service Locations

The Vendor may be assigned a Task at the Service Locations listed in Attachment III. The Department reserves the right to add or delete services and service locations after selection when it is in the Department’s best interest and within the general scope of this RFQual.

Agency Term Contract

Section 3 – Statement of Work

Vendors shall provide all necessary services and items, as described below, to perform energy efficiency upgrades at various Correctional Institutions throughout the State. All designs must meet applicable codes, regulations, and standards as provided by the Department.

The Department will select Vendors to enter the Pre-Qualified Vendor Pool based on Vendor qualifications from the below service categories. The Department reserves the right to select each Vendor for all service categories or any combination of service categories, one (1) Vendor or multiple Vendors, geographically or make no selection, or any combination thereof whichever is determined to be in the best interest of the State. The service categories are as follows:

3.1 Category 1 – Electrical Systems

This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems:

1. Interior lighting;

2. Exterior lighting;

3. Lighting controls (equipment and strategies);

4. Electrical distribution gear;

5. Emergency/backup generators;

6. Solar photovoltaic power generation;

7. Energy data collection hardware, software, and analysis; and

8. Any other component, equipment, or device related to building electrical systems and approved by the Department.

All lighting retrofits, upgrades, modifications, and replacements shall meet or exceed illumination standards as required by the Department. Attachment I, Shared Savings Proposal, contains more detailed information. All lighting retrofits, upgrades, modifications, and replacements shall comply with Attachment II, Perimeter Lightning Level Requirements, unless otherwise approved in writing by the Department.

3.2 Category 2 – Heating, Ventilation, and Air-Conditioning (HVAC) Systems

This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems:

1. Chillers;

2. Boilers;

3. Hydronic heat transfer and distribution systems;

4. Air-handling units;

5. Cooling towers;

6. Air-conditioning and heating units (all types);

7. Air distribution systems;

8. Ventilation systems;

9. Exhaust systems;

10. HVAC controls (equipment and strategies);

11. Geothermal heat transfer systems;

12. Heat exchangers;

Agency Term Contract

13. Demand limiting systems;

14. Energy data collection hardware, software, and analysis; and

15. Any other component, equipment, or device related to the building envelope or building HVAC systems and approved by the Department.

3.3 Category 3 – Water and Recycling Systems

This category may include, but not be limited to, retrofits, upgrades, modifications, and replacements to any of the following systems:

1. Restroom water fixtures;

2. Water fountains;

3. Water heating systems;

4. Solar thermal water heating;

5. Irrigation systems;

6. Irrigation controls (equipment and strategies);

7. Reuse water systems;

8. Wastewater systems;

9. Water recycling systems and programs;

10. Wastewater recycling systems and programs;

11. Energy data collection hardware, software; and analysis

12. Any other component, equipment, device, or program related to water and recycling systems and approved by the Department.

3.4 Category 4 – Building Commissioning

This category may include, but not be limited to, testing, adjusting, or calibrating any of the following building systems:

1. HVAC equipment and control systems;

2. Lighting equipment and control systems;

3. Power distribution equipment and control systems;

4. Water, wastewater, and irrigation systems;

5. Demand-limiting systems;

6. Energy data collection hardware, software, and analysis; and

7. Any other component, equipment, device, or service related to building energy usage and approved by the Department.

3.5 Category 5 – Energy Data Collection Hardware, Software, and Analysis

This category of services will allow the direct purchase of hardware and software products, outside of a shared savings contract, for the purpose of energy data collection, reporting, and other related functions. These products and services may include, but not be limited to, the following products and services:

1. Metering devices (all utilities);

2. Communication panels (for connecting meters to outside networks);

3. Energy management software programs/dashboards (including cloud-based applications);

4. Energy audit services; and

5. Any other component, equipment, device, or service related to energy data

Agency Term Contract collection hardware and software and approved by the Department.

3.6 Category 6 – Other

The Department reserves the right to utilize the resulting contract to conduct the analysis and implementation of any EEM not listed in Categories 1-5.

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Agency Term Contract

Section 4 – Procurement Process and Information

4.1 Procurement Officer

The Procurement Officer who is the sole point of contact regarding this RFQual is:

Miranda Tatum, Procurement Officer Bureau of Procurement Office of Financial Management Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399-2500

(850) 717-3700 Email: purchasing@fdc.myflorida.com

4.2 Mandatory Informational Meeting

A Mandatory Informational Meeting will be held on the date and time specified in the Timeline. The Department will deem a Vendor’s Reply non-Responsive if a Vendor does not attend the Mandatory Informational Meeting.

The Department will address questions from interested Vendors concerning this Request for Qualifications during the Mandatory Informational Meeting and will make a reasonable effort to provide answers at that time.

Impromptu questions will be permitted, and spontaneous answers will be provided;

however, parties should clearly understand that the Department will issue a written response ONLY to those verbal questions subsequently submitted in writing in accordance with Section 4.3, Vendor Questions. The Department’s written response will be provided to all potential Vendors via advertisement on the VIP as an addendum to the RFQual and shall be considered the Department’s official answers. Verbal answers and discussions shall not be binding upon the Department.

4.3 Vendor Questions

Interested Vendors may email questions related to this RFQual to the Procurement Officer. Oral inquiries, or those submitted after the deadline, will not be acknowledged.

The Department will post its answers to written questions to the VIP on or about the date referenced in the Timeline.

Between the release of the solicitation, and the end of the 72-hour period following the advertisement of the Notice of Agency Decision (the 72-hour period excludes Saturdays, Sundays, and State holidays), Vendors responding to this RFQual, and persons acting on their behalf, may not contact any employee, or officer, of the executive, or legislative branches of government, concerning any aspect of this solicitation, except in writing to the Procurement Officer as provided in this solicitation. Violation of this provision may be grounds for rejecting a response, as per Section 287.057(25), F.S.

Agency Term Contract

ATC-26-021

mailto:purchasing@fdc.myflorida.com http://www.myflorida.com/apps/vbs

Persons requiring special accommodations to respond to this RFQual because of a disability should contact the Bureau of Procurement at (850) 717-3700, at least five (5) days before any Bid opening or public meeting. Persons who are deaf, hard-of-hearing, deaf-blind, or speech-disabled may contact the Bureau of Procurement by using the Florida Relay Service at 1-800-955-8771 (TTY/ASCII).

The Vendor shall not initiate or execute any negotiation, decision, or action arising from any oral discussion with a State employee related to this RFQual. Only written communications from the Procurement Officer are considered duly authorized expressions on behalf of the Department. Only written communications from a Vendor will be recognized as duly authorized expressions on behalf of the Vendor. Any discussion by a Vendor with an employee or representative of the Department, involving cost or price, and occurring before the Department advertises its notice of agency decision, may result in the rejection of that Vendor's Bid.

4.4 Vendor Ombudsman

A vendor ombudsman has been established within the Florida Department of Financial Services (DFS). The duties of this office include acting as an advocate for Vendors who may experience problems in obtaining timely payment(s) from a State agency. The vendor ombudsman may be contacted by calling the Florida Department of Financial Services at

(850) 413-5516.

4.5 Reply Submission

Before submitting a Reply, Vendors should check the VIP for any RFQual modification(s) as outlined in Section 2.3. Neither the Department nor the State of Florida if liable for any costs incurred by the Vendor in response to this RFQual.

A Vendor must prepare its Reply simply and economically, providing a straightforward, concise delineation of the Vendor's capabilities and qualifications. Elaborate bindings, colored displays, and promotional materials are discouraged.