CN-720000-RE143.pdf

ATTACHMENT B

CONTRACT NO. DMS-24/25-175

FOR

WATER BASED FIRE PROTECTION SYSTEM TESTING,

INSPECTIONS, MAINTENANCE, AND REPAIR SERVICES

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

FIRETROL PROTECTION SYSTEMS, INC.

4050 Esplanade Way Tallahassee, FL 32399-0950

Ron DeSantis, Governor Pedro Allende, Secretary

Docusign Envelope ID: 59D13FF5-08F6-452A-873E-225B26B1D632

DMS-24/25-175

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

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. PUBLIC RECORDS

SECTION 9. INTELLECTUAL PROPERTY

SECTION 10. RECORDS RETENTION

SECTION 11. GIFTS

SECTION 12. MONITORING BY THE DEPARTMENT

SECTION 13. AUDITS & INSPECTIONS OF RECORDS, PAPERS, AND DOCUMENTS

SECTION 14. BACKGROUND SCREENING, RECORD RETENTIONS, AND WARRANTY OF

SECURITY

SECTION 15. PERFORMANCE BOND

SECTION 16. NO OFFSHORING

SECTION 17. PREFERRED PRICING AFFIDAVIT

SECTION 18. SECTION 508 COMPLIANCE

SECTION 19. SUBCONTRACTORS

SECTION 20. CONDUCT OF BUSINESS

SECTION 21. SPECIFIC APPROPRIATION

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

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 FIRETROL Protection Systems, Inc. (Contractor), with offices at 4393 Commons Dr. East #203. Destin, FL. 32541.

The Contractor responded to the Department’s Invitation to Bid No.: DMS-24/25-175 “WATER

BASED FIRE PROTECTION SYSTEM TESTING, INSPECTION, MAINTENANCE, AND REPAIR

SERVICES.” The Parties enter into this Contract in accordance with the terms and conditions of the solicitation.

The Parties therefore agree as follows.

SECTION 1. DEFINITIONS

The following definitions apply in addition to the definitions in “General Contract Conditions” Form

PUR 1000 (07/24).

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

Secret” in section 812.081(1)(c), Florida Statutes (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).

1.2 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.

1.3 Facilities – Those facilities for which the Contract shall apply as identified in

ATTACHMENT C – FACILITY LIST.

1.4 Facility 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 effective date of the initial Contract term shall begin on June 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 five (5) years. The Contract may only be renewed in accordance with section 287.057(14), F.S. Any renewals shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds.

2.3 Termination

The Department, by thirty (30) days advance written notice to Contractor, may terminate the Contract in whole or in part when the Department determines in its sole discretion that

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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 E – PRICE SHEETS

WATER BASE FIRE PROTECTION SYSTEM and ATTACHMENT F – PRICE SHEETS- FIRE PUMP SERVICES, which is incorporated by reference into the Contract.

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 from 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.

3.4 Bills for Travel

Bills for travel are not permitted under this Contract.

3.5 Payments

Payment shall be made pursuant to chapter 215, Florida Statutes. The Contractor performs quarterly, semi-annual, year one, 5 year, and annual testing and inspections, and weekly tests and inspections on the fire pumps at the facilities identified in ATTACHMENT C – FACILITY LIST. Although the Contract price was bid as a yearly Contract amount, it is the express intent of the Parties that the Contractor be paid quarterly for the quarterly, semi-annual and annual testing and inspections, and monthly for the weekly testing and inspections on the fire pumps, and that the total annual value of the quarterly payments and monthly payments equal the yearly Contract amount. The quarterly and monthly payments are directly related to the work performed and submitted in the Contractor’s invoice, with supporting documentation including required reports.

Year One and Five-Year inspections will be invoiced separately, and the invoicing will occur once all inspections for the specified period are completed, as determined by the Contract Manager.

The Contract Manager shall review, approve (i.e., the services identified in the invoice are verified by the Contract Manager as being satisfactorily performed by the Contractor) and submit said invoice for payment. The Contract Manager shall work with the Contractor to clarify any discrepancies that may exist prior to payment. Under no circumstances will the annual total of the quarterly or monthly payments exceed the yearly Contract amount.

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

Failure on the part of the Contractor to perform services listed in section 2 of ATTACHMENT A – STATEMENT OF WORK may result in a reduction in the invoice amounts based on the performance penalties as described in ATTACHMENT H -

PERFORMANCE STANDARDS AND GUARANTEES.

3.5.1 ATTACHMENT E – PRICE SHEETS – WATER BASE FIRE PROTECTION

SYSTEM (as submitted by the Contractor). The Contractor shall perform quarterly, semi-annual and annual testing and inspections identified in ATTACHMENT E – PRICE SHEETS – WATER BASE FIRE PROTECTIONS SYSTEM as submitted by the Contractor.

3.5.2 ATTACHMENT F – PRICE SHEET – FIRE PUMP SERVICES (as submitted by the Contractor). If the Department decides to include services, the Contractor shall perform fire pump services identified on ATTACHMENT F – PRICE SHEETS – FIRE PUMP SERVICES as submitted by the Contractor. Electric pumps shall be run only once per month and diesel pumps will be run on a weekly basis.

3.6 Non-Service of a Facility

3.6.1 If a Facility is scheduled to have T&I Services performed, the T&I Services must be performed on all fire protection systems within the facility in conformance with the Attachment A - Statement of Work. Failure to complete T&I Services on one fire protection system in a Facility, such as the Annual Inspection on the dry pipe system in a facility with both a wet and a dry pipe system, will result in the entire T&I Service being considered incomplete for that Facility.

3.6.2 Failure to provide a service ticket or failure to place an Inspection Tag, according to Section 1.12 of Attachment A - Statement of Work and Rule 69A-46.041, F.A.C.

shall mean the entire T&I Service is considered incomplete at that Facility.

3.6.3 Unless authorized by the Contract Manager in writing, all services must be completed within the scheduled timeframe.

3.6.4 If the entirety of the scheduled T&I Service is not performed at a Facility, the

Contractor must adjust the invoice to reflect only the service(s) that were performed to completion at the other Facilities within a Region before submitting the invoice to the Contract Manager for payment.

3.7 Final Invoice

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

3.8 Appropriations

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

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

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 Attachment B - Contract

4.1.2 Attachment A - Statement of Work

4.1.3 Attachment E – Price Sheets – Water Base Fire Protection System and Attachment

F – Price Sheet – Fire Pump Services

4.1.4 Attachment H – Performance Standards and Guarantees

4.1.5 Attachment G – Test and Inspection Schedule

4.1.6 Attachment C – Facility List

4.1.7 The General Contract Conditions - PUR 1000, 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

4.1.8 Attachment I - PUR 7801 Vendor Certification Form

4.1.9 Contractor’s bid(s) submitted in response to ITB No. DMS-24/25-175

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:

Araceli Serna Purchasing Analyst Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way Tallahassee, Florida 32399 Telephone: 850-414-7529 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:

James Cohen Department of Management Services Real Estate Development and Management 4050 Esplanade Way Tallahassee, Florida 32399 Telephone: 850-377-2657 Email: James.Cohen1@dms.fl.gov 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 mailto:James.Cohen1@dms.fl.gov

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

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:

Nathan Douglas FIRETROL Protection Systems, Inc.

4393 Commons Dr East #203 Destin, FL 32541 Telephone: (903)258-2922 Email: ndouglas@firetrol.net

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

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, codes, ordinances, or licensing requirements shall be grounds for Contract termination or nonrenewal of the Contract.

mailto:ndouglas@firetrol.net

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

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.

6.3 Cooperation with the Inspector General

Pursuant to section 20.055(5), F.S., Contractor and any subcontractors understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing.

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 Real Estate Development and Management 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. PUBLIC RECORDS

Any and all records produced or used regarding this Contract are subject to Florida’s public records law, as set forth in Chapter 119 of the Florida Statutes. Service Provider must comply with all applicable provisions of Florida’s public records law. Violation of this section shall constitute grounds for termination of the Contract.

8.1 Access to Public Records

The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing 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 119.07(1), Florida Statutes.

8.2 Redacted Copies of Confidential Information

If the Contractor considers any portion of any documents, data, or records submitted to the Department to be confidential, proprietary, trade secret, or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, the Contractor must simultaneously provide the Department with a separate http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0100-0199/0119/Sections/0119.07.html

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services redacted copy of the information it claims as Confidential and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Contract name and number and shall be clearly titled “Confidential.” The redacted copy should only redact those portions of material that the Contractor claims is confidential, proprietary, trade secret, or otherwise not subject to disclosure.

8.3 Request for Redacted Information

In the event of a public records or other disclosure request pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, to which documents that are marked as “Confidential” are responsive, the Department will provide the Contractor-redacted copies to the requestor. If a requestor asserts a right to the Confidential Information, the Department will notify the Contractor such an assertion has been made.

It is the Contractor’s responsibility to assert that the information in question is exempt from disclosure under Chapter 119, F.S., or other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the Contractor under legal process, the Department shall give the Contractor prompt notice of the demand prior to releasing the information labeled “Confidential” (unless otherwise prohibited by applicable law). The Contractor shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret or otherwise not subject to disclosure.

8.4 Indemnification

The Contractor shall protect, defend and indemnify the Department for any and all claims arising from or relating to the Contractor’s determination that the redacted portions of its response are Confidential Information. If the Contractor fails to submit a redacted copy of information it claims is Confidential, the Department is authorized to produce the entire documents, data or records submitted to the Department in response to a public records request or other lawful request for these records.

8.5 Contractor as Agent

Solely for the purposes of this section, the Department’s Contract Manager is the agency custodian of public records. If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.0701, F.S., the Contractor shall:

8.5.1 Keep and maintain public records required by the Department in order to perform the service.

8.5.2 Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

8.5.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency.

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services

8.5.4 Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency 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 public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

8.5.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE

NUMBER, EMAIL ADDRESS AND MAILING ADDRESS

PROVIDED FOR THE DEPARTMENT REPRESENTATIVE.

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. 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 11. GIFTS

The Contractor agrees that it will not offer to give or give any gift to any State of Florida employee.

The Contractor will also ensure that its subcontractors, if any, will apply with this provision.

SECTION 12. MONITORING BY THE DEPARTMENT

The Contractor shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Contractor that are relevant to this Contract, and to interview clients, employees and subcontractor employees of the Contractor to assure the Department of satisfactory performance of the terms and conditions of http://dos.myflorida.com/library-archives/records-

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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 13. AUDITS & INSPECTIONS OF RECORDS, PAPERS, AND DOCUMENTS

The Department may conduct or have conducted performance and/or compliance audits of any and all areas of the Contractor and 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 ten (10) 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 14. 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.

14.1 Background Screening

In addition to any background screening required by the Contractor as a condition of employment and the requirements found in the Statement of Work, the Contractor warrants that it will conduct a criminal background screening of, or ensure that such a screening is conducted for, each of its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other person, hereinafter referred to as “Person” or “Persons,” operating under their direction who directly perform services under the Contract, whether or not the Person has access to 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

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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.

14.1.1 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

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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.

14.1.2 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.

14.1.3 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.

14.1.3.1 Initial Warrant of Security

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

14.1.3.2 Annual Warrant of Security

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

14.1.3.3 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.

14.1.4 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

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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.

14.2 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.

14.3 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

Water-Based Fire Protection System Testing, Inspections, Maintenance, and Repair Services 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 15. 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 16. 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 17. 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 18. SECTION 508 COMPLIANCE

The Contractor will comply with section 508 of the Rehabilitation Act of 1973, as amended and 29 U.S.C. s. 794(d), including the regulations set forth under 36 C.F.R. part 1194. Section 282.601(1), F.S., states that “state government shall, when developing, competitively procuring, maintaining, or using electronic information or information technology acquired on or after July 1, 2006, ensure that State employees with disabilities have access to and are provided with information and data comparable to the access and use by State employees who are not individuals with disabilities.”

SECTION 19. 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 20. CONDUCT OF BUSINESS

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

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

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

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

SECTION 21. 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 #2859

SIGNATURE PAGE IMMEDIATELY FOLLOWS

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

FIRETROL PROTECTION SYSTEMS, INC.

Signature

Print Name and Title

Date

2/24/2025 | 2:10 PM PST

David Shuford DGM

2/25/2025 | 2:42 PM EST

4050 Esplanade Way

Tallahassee, FL 32399-0950

Ron DeSantis, Governor

Pedro Allende, Secretary

ATTACHMENT A - STATEMENT OF WORK

WATER BASED FIRE PROTECTION SYSTEM TESTING,

INSPECTIONS, MAINTENANCE, AND REPAIR SERVICES

DMS-24/25-175

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

TABLE OF CONTENTS

SECTION 1. STATEMENT OF WORK

SECTION 2. DELIVERABLES

SECTION 3. REPAIR AND EMERGENCY SERVICES

SECTION 4. INVOICING

SECTION 5. PERFORMANCE MEASURES

SECTION 6. FINANCIAL CONSEQUENCES FOR NONPERFORMANCE

SECTION 7. ADDITIONS and DELETIONS

SECTION 8. TRANSITION PLAN

SECTION 9. WARRANTIES

SECTION 10. SCHEDULES AND WORK HOURS

SECTION 11. RULES AND REGULATIONS

SECTION 12. DEPARTMENT RESPONSIBILITIES

SECTION 13. ASBESTOS-CONTAINING MATERIALS

Water Based Fire Protection System Inspections, Maintenance and Repair Services

DMS-24/25-175

SECTION 1. STATEMENT OF WORK

The specifications contained herein outline the testing, inspection, maintenance, and repair tasks to be performed by the Contractor. All work performed hereunder shall be in accordance with the Manufacturer Requirements. The Contractor shall provide qualified technicians trained to service the equipment as specified in this Statement of Work. It is the Contractor’s responsibility to be aware of all Manufacturer Requirements and notify the Contract Manager in writing of any discrepancies or conflicts (whether now existing or arising hereafter) between the terms hereof and the Manufacturer Requirements. If the Contract Manager is notified of such a conflict or discrepancy, the Contract Manager shall resolve the same and provide written notice of such resolution to the Contractor. The parties agree to execute an amendment to the Contract memorializing the resolution following Contractor’s receipt of notice of such resolution from the Contract Manager.

1.1 Scope of Work

The Contractor shall furnish all labor, materials and equipment required to perform Test and Inspection Services on the water-based fire protection systems, including testing, inspection, maintenance and repair services, at the Facilities in accordance with ATTACHMENT G – TEST AND INSPECTION (T&I) SCHEDULE. This shall include all costs associated with performing the required T&I Services, including laboratory testing of sprinkler heads and services required per the NFPA 25. These services and any new requirements mandated by editions of NFPA 25 adopted in the future shall be provided under this Contract at no additional cost to the Department.

Further, Contractor shall furnish all labor, material and equipment required to perform Emergency Services and Repair Services on the water-based fire protection systems at the Facilities, as further described herein.

1.2 Definitions

1.2.1 NFPA 25: The latest edition of the National Fire Protection Association, Standard for the Inspection, Testing, and Maintenance of Water-Based Fire Protection Systems, that is referenced in Rule 69A-60.005, F.A.C. As of the date hereof, the latest edition of the NFPA 25 under Rule 69A-60.005, F.A.C., is the 2020 edition and may be subject to change during this Contract term.

1.2.2 After Hours: Any time outside of Business Hours, as defined in section 1.2.3.

1.2.3 Business Hours: 8:00 a.m. through 5:00 p.m. (local time), Monday through Friday, excluding weekends and state holidays (defined in section 110.117(1), F.S.).

1.2.4 Designee: A person designated in writing by a Facility Manager to communicate with Contractor on behalf of the Facility Manager.

1.2.5 Emergency Service: Service requested by the Department, at any time, to

(i) mitigate fire protection system malfunction, or (ii) resolve impairment and restore fire protection system(s) to operational status. This includes leaks, tripped dry or preaction systems, and any condition which will take a portion or the entire fire protection system out of service.

DMS-24/25-175

1.2.6 Facilities: The Department’s facilities identified in ATTACHMENT C – FACILITY LIST in the Region(s) awarded.

1.2.7 Test and Inspection (T&I) Services: These services include all tests, inspections, and maintenance required by NFPA 25 and this Statement of Work. Weekly and monthly inspections are excluded on all fire protection systems except fire pumps.

The weekly and monthly test and inspection on fire pumps required by NFPA 25 Chapter 8 Fire Pumps shall be included in the T&I services.

Contractor shall perform all Quarterly, Semi-Annual, and Annual Inspections and Tests as required by NFPA 25 and Section 1.6 hereof, in addition to the testing and inspection requirements of Sections 1.3, 1.4, 1.5, and 1.7 hereof.

T&I service visits shall be pre-announced by notifying the Contract Manager and Facility Manager in writing at least five (5) business days prior to anticipated service date. All T&I services shall be completed during Business Hours. Prior written approval from Contract Manager, Facility Manager, or designee must be obtained by Contractor to perform any work After Hours.

T&I services shall cover all water-based fire protection systems installed at the time of contract execution date, including any changes thereto resulting from maintenance, upgrades, or repairs to such systems. T&I services shall also include all Maintenance Services, as defined in Section 1.2.8 hereof. The Department may add Facilities (see Section 7 – Additions and Deletions), at which point all services will be covered at the added Facility.

1.2.8 Maintenance Services: Lubricating, adjusting components for proper operation, and cleaning of internal components, strainers, filters, and sprinkler heads.

Checking sprinkler system air compressors oil level, belts, and draining condensation tanks. Re-setting of Dry Pipe or Preaction systems if they trip within 72 hours of being tested by the Contractor, all at no cost to the Department.

1.2.9 Manufacturer Requirements: The guidelines, procedures, and requirements established by the manufacturer of each component of the water-based fire protection systems at the Facilities.

1.2.10 Repair Services: Any services that require replacing of components to restore systems to proper operating condition.

1.2.11 Winterize: Winterization includes draining dry pipe and preaction sprinkler systems to ensure sprinkler piping does not contain water and verify the freezing point of solutions in antifreeze systems.

1.3 T&I Services for Contract Year One / Sprinkler Head Testing As required by NFPA, Section 5.3.1, Sprinkler Head Testing shall be performed during the first year of the contract and then retesting shall be done at intervals required by NFPA, Section 5.3.1, based on the type of Sprinkler Heads installed in the Facility. This shall establish a base line date for all future Sprinkler Head Testing.

DMS-24/25-175

The Contractor shall complete the following tasks during year one of the Contract.

Subsequent tests and inspections shall reoccur in accordance with NFPA 25:

1.3.1 Review all sprinkler system signage and labeling for applicability, availability, and accuracy. Any required signage or labeling found to be improper or missing shall be reported on the Service Ticket.

1.3.2 Test sprinklers in accordance with NFPA 25, Chapter 5.3.1 and all other applicable codes for specific sprinkler types.

1.3.3 All costs associated with meeting the requirements for testing of sprinkler heads (labor, replacements heads, laboratory testing, shipping and handling, etc.) shall be part of this contract and in accordance with Attachment E - Price Sheet.

1.3.4 The Department may elect to perform some baseline Sprinkler Head Testing outside of year one of the contract by providing written notice of such election to the Contractor after award. All pricing for Year One Sprinkler Head Testing will be in accordance with the pricing for “Year One/Sprinkler Head Testing (Completed in the 1st Year of the Contract)” set forth on Attachment E - Price Sheet, regardless of whether such testing occurs outside of the first year of the Contract Additionally, the Department may elect not to…