CN-720000-RE151.pdf

CONTRACT

FOR

BUILDING AUTOMATION SYSTEMS SERVICES

CONTRACT NO. DMS-24/25-176B

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

FSM CONTROLS, LLC

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

Table of Contents

SECTION 1. DEFINITIONS

SECTION 2. TERM

SECTION 3. PAYMENTS

SECTION 4. CONTRACT DOCUMENTS AND HIERARCHY

SECTION 5. CONTRACT ADMINISTRATION

SECTION 6. COMPLIANCE WITH LAWS

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

SECTION 8. LIABILITY AND WORKER’S COMPENSATION INSURANCE

SECTION 9. INTELLECTUAL PROPERTY

SECTION 10. MONITORING BY THE DEPARTMENT

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

SECTION 12. BACKGROUND SCREENINGS AND WARRANTY OF SECURITY

SECTION 13. PERFORMANCE BOND

SECTION 14. NO OFFSHORING

SECTION 15. PREFERRED PRICING AFFIDAVIT

SECTION 16. CONDUCT OF BUSINESS

SECTION 17. SPECIFIC APPROPRIATION

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Contract This Contract No. DMS-24/25-176B (Contract) is between the STATE OF FLORIDA (State), DEPARTMENT OF MANAGEMENT SERVICES (Department), with its principle place of business at 4050 Esplanade Way, Tallahassee, Florida 32399-0950, and FSM Controls, LLC (Contractor) with its principle place of business at (150 John Knox Rd., Tallahasee, FL 32303), each a “Party” and referred to herein collectively as the “Parties.”

WHEREAS, the Department issued Request for Proposals (RFP) Solicitation No.

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

The Parties, therefore, agree as follows:

SECTION 1. DEFINITIONS

The following definitions apply in addition to the definitions in the PUR 1000 and Attachment A – Scope of Work, incorporated below.

1.1 Business Day: Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 7:00 a.m. – 5:00p.m., local time.

1.2 Confidential Information: Information or material which (i) meets the definition of “Trade Secret” in section 812.081(1)(c), F.S.; or (ii) is otherwise exempt from the disclosure of public records required by Article I, Section 24, Florida Constitution (exemptions may be found in Chapter 119, F.S., other Florida laws, and preempting Federal laws or regulations).

1.3 Contract Manager: The representative designated by the Department who will oversee all aspects of the Contract, monitor performance expectations, and serve as the primary point of contact for the Contractor.

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

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

SECTION 2. TERM

2.1 Initial Term

The initial term of the Contract will be for five (5) years. The initial Contract term shall begin June 1, 2025 or on the latest date this Contract is fully signed by all Parties, whichever is later.

2.2 Renewal Term

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part, for up to five (5) years. The Contract may only be renewed in accordance with section 287.057(14), F.S. Any renewals shall be contingent upon

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

2.3 Termination

The Department, by thirty (30) Calendar Days advance written notice to Contractor, may terminate the Contract in whole or in part when the Department determines in its sole discretion that it is in the Department’s best interest to do so. Contractor will not furnish any services after termination of the Contract, except as necessary to complete any continued portion of the Contract. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Contractor will not be entitled to recover any lost profits, consequential damages, special, punitive, consequential, or indirect damages or any other damages other than the payment amounts due for performance until the effective date of termination.

SECTION 3. PAYMENTS

3.1 Pricing

The Contractor shall adhere to the prices as stated in Attachment D – Price Sheet, of the Contractor’s Proposal submission. The Parties agree that this pricing will apply for the entire length of the Contract, including any renewal years. The Contractor may offer services at prices below the prices identif ied in Attachment D – Price Sheet.

3.2 Price Adjustments

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

3.3 Detail of Bills

The Contractor shall submit bills for fees or other compensation for services or expenses in detail sufficient enough for a proper pre-audit and post-audit. The Department reserves the right to request additional documentation as needed.

3.4 Bills for Travel

Travel expenses are not permitted under this Contract.

3.5 Payments

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

3.6 Final Invoice

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

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3.7 Appropriations

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

SECTION 4. CONTRACT DOCUMENTS AND HIERARCHY

This Contract sets forth the entire understanding of the Parties and consists of the incorporated documents listed below which are incorporated in their entirety into, and form part of this Contract. In the event any of these documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

Any amendments to this Contract in reverse order of issuance This Contract document Attachment A – Scope of Work Attachment D – Price Sheet Attachment E – Performance Standards and Guarantees Attachment C – Facility List Attachment F – Regional Map Attachment H – PUR 7801, Vendor Certif ication Form The General Contract Conditions - PUR 1000, which are incorporated by reference, and available at: https://dms-media.ccplatform.net/content/download/2933/11777/PUR_1000_General_Contract _Conditions.pdf

SECTION 5. CONTRACT ADMINISTRATION

5.1 Department Contract Administrator

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

Alisha Morgan

Florida Department of Management Services Departmental Purchasing 4050 Esplanade Way, Suite 260 Tallahassee, Florida 32399-0950 Email: DMS.Purchasing@dms.myflorida.com

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

5.2 Department Contract Manager

The Department’s Contract Manager who is primarily responsible for overseeing the Contractor’s performance of its duties and obligations pursuant to the terms of this Contract is as follows:

J. Kirby Forehand Florida Department of Management Services Division of Real Estate Development and Management 4050 Esplanade Way, Suite 315

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

In the event that the Department changes the Department Contract Manager, the Department will notify the Contractor in writing within thirty (30) Calendar Days. 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:

Brian Moore FSM Controls, LLC 150 John Knox Rd., Tallahassee, FL 32303 Telephone: (850) 222-5683 Email: bmoore@fsmcontrols.com

In the event that the Contractor changes the Contractor Representative, the Contractor will notify the Department in writing within thirty (30) Calendar Days. Such changes do not require a formal written amendment to the Contract.

5.4 Supplier Development

Office of Supplier Development. The State of Florida supports its business community by creating opportunities for business enterprises to participate in procurements and contracts. The Department encourages supplier development through certain certif ications and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Development (OSD) at OSDHelp@dms.fl.gov.

Reporting Certified Business Enterprises. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and vendor identif ication information of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Term Contract.

SECTION 6. COMPLIANCE WITH LAWS

6.1 Compliance

The Contractor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and local agencies having jurisdiction and authority. For example, Chapter 287, of the Florida Statutes and Rule 60A of the Florida Administrative Code govern the Contract. The Contractor shall comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for Contract termination or nonrenewal of the Contract.

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6.2 Notice of Legal Actions

The Contractor shall notify the Department in writing of any legal actions filed against it for a violation of any laws, rules, codes, ordinances, or licensing requirements within thirty (30) Calendar Days of the action being filed. The Contractor shall notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this Contract within thirty (30) Calendar Days of the action being filed. Failure to notify the Department of a legal action within thirty (30) Calendar Days of the action shall be grounds for termination or nonrenewal of the Contract.

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

Contractor (and any subcontractors) certifies that it is currently authorized to do business in the State and has submitted to the Department a copy of its registration with the Department of State, Division of Corporations. Website: https://dos.myflorida.com/sunbiz/

Title XXXVI, Business Organizations, F.S., lists the requirements that out-of-state entities must fulfill to obtain a Florida Certif icate of Authorization from the Florida Department of State, Division of Corporations, to transact business in the State of Florida (e.g., see section 607.1503(1),F.S., pertaining to corporations). Foreign entities may not transact business in the State until they obtain a certif icate of authority from the Florida Department of State.

Website: www.sunbiz.org.

SECTION 8. LIABILITY AND WORKER’S COMPENSATION INSURANCE

This paragraph modifies section 35of the PUR 1000. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, at a minimum, shall be as follows:

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

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

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

Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. The Contract shall not limit the types of insurance the Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in F lorida. The Contractor shall have its insurance carrier note the Department as the certif icate holder as provided below:

c/o Departmental Purchasing 4050 Esplanade Way, Suite 315 Tallahassee, Florida 32399-0950

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SECTION 9. INTELLECTUAL PROPERTY

The Parties do not anticipate that any Intellectual Property will be developed as a result of this Contract. However, any Intellectual Property developed as a result of this Contract will belong to and be the sole property of the State. This provision will survive the termination or expiration of this Contract.

SECTION 10. MONITORING BY THE DEPARTMENT

The Contractor shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Contractor that are relevant to this Contract, and to interview clients, employees and subcontractor employees of the Contractor to assure the Department of satisfactory performance of the terms and conditions of this Contract. Following such review, the Department will deliver to the Contractor a written report of its finding, and may direct the development, by the Contractor, of a corrective action plan. This provision will not limit the Department’s termination rights.

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

The Department may conduct or have conducted performance and/or compliance audits of any and all areas of the Contractor and/or Subcontractors as determined by the Department.

The Department may conduct an audit and review all the Contractor’s (and subcontractors’) data and records that directly relate to the Contract services. To the extent necessary to verify the Contractor’s fees and claims for payment under the Contract, the Contractor’s agreements or contracts with subcontractors, partners or agents of the Contractor, pertaining to this Contract, may be inspected by the Department upon fifteen (15) Calendar Days’ notice, during normal working hours, and in accordance with the Contractor’s facility access procedures where facility access is required. Release statements from its subcontractors, partners or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor’s contracts relating to this Contract. The State’s Chief Financial Officer and the Office of the Auditor General also have authority to perform audits and inspections.

SECTION 12. BACKGROUND SCREENINGS AND WARRANTY OF SECURITY

In addition to any background screening required by the Contractor as a condition of employment and the requirements found in Attachment A – Scope of Work, the Contractor warrants that it will conduct a criminal background screening of, or ensure that such a screening is conducted for, each of its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other person, hereinafter referred to as “Person” or “Persons,” operating under their direction who directly perform services under the Contract, whether or not the Person has access to State of Florida Data (“Data”), as well as those who have access, including indirect access, to State of Florida Data, whether or not they perform services under the Contract. The Contractor warrants that all Persons will have passed the Background Screening described herein before they have Access to Data or begin performing services under the Contract. The look-back period for such background screenings shall be for a minimum of six (6) years where six (6) years of historical information is available.

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

“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

DMS-24/25-176B Page 9 of 13 limited to, in storage media, stored in the memory of the computer, in transit or presented on a display device, or a hard copy. The Contractor shall ensure that the background screening is conducted on all Persons directly performing services under the Contract whether or not the Person has access to State of Florida, as well as those persons who are not performing services under the Contract but have access, including indirect access, to State of Florida Data.

The minimum background screening process shall include a check of the following databases through a law enforcement agency or a Professional Background Screener accredited by the National Association of Professional Background Screeners or a comparable standard:

Social Security Number Trace; and Criminal Records (Federal, State and County criminal felony and misdemeanor, national criminal database for all states which make such data available);

The Contractor agrees that each Person will be screened as a prior condition for performing services or having access to State of Florida Data. The Contractor is responsible for any and all costs and expenses in obtaining and maintaining the criminal background screening information for each Person described above. The Contractor shall maintain documentation of the screening in the Person’s employment file. The Contractor shall abide by all applicable laws, rules and regulations including, but not limited to the Fair Credit Reporting Act and/or any equal opportunity laws, rules, regulations or ordinances.

The Contractor agrees that each employee or subcontractor who will perform services under this Contract or have access to State of Florida Data will be screened as a prior condition for performing services or having access to State of Florida Data. The Contractor is responsible for any and all costs and expenses in obtaining and maintaining the criminal background screening information for each employee or subcontractor described above.

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

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

12.1 Disqualifying Offenses

If at any time it is determined that a Person has a criminal misdemeanor or felony record regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last ten (10) years from the date of the court’s determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that Person from any 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

DMS-24/25-176B Page 10 of 13 create a risk of injury, loss, or damage to people and/or property of any State of Florida premises. Examples of these types of crimes include, but may not be limited to, the following:

Computer-related or information technology crimes Fraudulent practices, false pretenses and frauds, and credit card crimes Forgery and counterfeiting Violations involving checks and drafts Misuse of medical or personnel records Felony theft Murder/Manslaughter Petit Theft Burglary/Robbery Aggravated Assault Sexual Battery Kidnapping/False Imprisonment

If the Contractor finds a Disqualifying Offense for a Person within the last ten (10) years from the date of the court’s disposition, it may obtain information regarding the incident and determine whether that Person should continue providing services under the Contract or have access to State of Florida premises. The Contractor shall consider the following factors only in making the determination: i.) nature and gravity of the offense, ii.) the amount of time that lapsed since the offense, iii.) the rehabilitation efforts of the person, and iv.) relevancy of the offense to the job duties of the Person. During the process of collecting the information and making a decision, the Contractor shall not allow the Person to perform services or have access to State of Florida premises.

SECTION 13. PERFORMANCE BOND

The Department will not require the Contractor to furnish a performance bond or other form of security for the faithful performance of work under this Contract.

SECTION 14. NO OFFSHORING

Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform any of the Services from outside of the United States The State of Florida requires that all Data generated, used, or stored by the Contractor pursuant to the Contract will reside and remain in the United States and will not be transferred outside of the United States. The State of Florida also requires that all services provided under the Contract, including call center or other help services, will be performed by persons located in the United States.

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

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Notwithstanding any provision of this Contract to the contrary, the Contractor shall notify the Department as soon as possible and in all events within one (1) Business Day in the event it discovers any Data is breached, any unauthorized access of State of Florida Data occurs (even by persons or companies with authorized access for other purposes), any unauthorized transmission of Data or any credible allegation or suspicion of a material violation of the above. This notif ication is required whether the event affects one employee/retiree or the entire population. The notif ication shall be clear and conspicuous and include a description of the following:

(a) The incident in general terms.

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

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

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

Upon becoming aware of an alleged security breach or security incident, the Contractor Security Officer shall set up a conference call with the Department Representative. The conference call invitation shall contain a brief description of the nature of the event. When possible, a thirty (30) minute notice shall be given to allow Department personnel to be available for the call. If the designated time is not practical for the Department, an alternate time for the call shall be scheduled. All available information shall be shared on the call. The Contractor shall answer all questions based on the information known at that time and shall answer additional questions as additional information becomes known. The Contractor shall provide the Department with final documentation of the incident including all actions that took place. If the Contractor becomes aware of a security breach or security incident outside of normal business hours, the Contractor shall notify the Department Representative and, in all events, within one (1) Business Day.

SECTION 15. PREFERRED PRICING AFFIDAVIT

Contractor recognizes and acknowledges that the price indicated in this Contract is a guaranteed maximum and that the Department expects to benefit from any changes in pricing and/or fees over the course of the Contract period.

Contractor’s fees under this Contract shall not exceed any in effect for substantially similar services provided by Contractor to any other organization. If during the term of the Contract, Contractor implements or provides any other client, whether a public or private entity, more favorable pricing than the pricing in this Contract for such substantially similar services, then Contractor agrees to offer equivalent pricing terms to the Department. Should the Department accept the offer, the Department and Contractor shall then execute an amendment to this Contract to reflect the change in pricing.

To ensure compliance with this section, the Contractor shall submit a completed Preferred Pricing Affidavit form to the Department annually. Such a form will be provided to Contractor by the Department for this purpose.

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SECTION 16. CONDUCT OF BUSINESS

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

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

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

SECTION 17. SPECIFIC APPROPRIATION

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

SIGNATURE PAGE IMMEDIATELY FOLLOWS

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

FLORIDA DEPARTMENT OF MANAGEMENT SERVICES

Brian Fienemann, Director

Date

FSM CONTROLS, LLC

Signature

Print Name and Title

Date

Real Estate Development and Management 4050 Esplanade Way

Tallahassee, FL 32399-0950 850-488-2074

Ron DeSantis, Governor

Pedro Allende, Secretary

ATTACHMENT A - SCOPE OF WORK

REQUEST FOR PROPOSALS

FOR

BUILDING AUTOMATION SYSTEMS SERVICES

RFP NO. DMS-24/25-176

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

Contents

SECTION 1. PURPOSE

SECTION 2. DEFINITIONS

SECTION 3. DELIVERABLES

SECTION 4. SERVICE CALLS

SECTION 5. JOB TITLES AND DUTIES

SECTION 6. PRICING

SECTION 7. CONTRACTOR RESPONSIBILITIES

SECTION 8. DEPARTMENT RESPONSIBILITIES

SECTION 9. LICENSURE AND CERTIFICATION

SECTION 10. SUBCONTRACTING

SECTION 11. PAYMENT

SECTION 12. DELIVERY SPECIFICATIONS

SECTION 13. PERFORMANCE GUARANTEES

SECTION 14. FINANCIAL CONSEQUENCES FOR NONPERFORMANCE

SECTION 15. WARRANTIES

SECTION 16. ASBESTOS-CONTAINING MATERIALS

SECTION 17. ADDITIONS AND DELETIONS

Docusign Envelope ID: D7D29707-17C7-4206-B605-B389730F9513

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DMS-24/25-176 – Building Automation Systems Services Page 3 of 11

SECTION 1. PURPOSE

To provide the Department with Building Automation System Services for all Facilities listed in Attachment C – Facility List, pursuant to the terms set forth in this Scope of Work.

SECTION 2. DEFINITIONS

Business Day - Monday through Friday, excluding state-observed holidays pursuant to section 110.117, F.S.

Business Hours – The hours between 7:00 a.m. and 5:00 p.m. local time, Monday through Friday, excluding state holidays referenced in section 110.117, Florida Statutes.

Calendar Day – Any day in a month, including weekends and holidays, unless otherwise stated.

Contract Manager - The representative designated by the Department who will oversee all aspects of the Contract, monitor performance expectations, and serve as the primary point of contact for the Contractor.

Facilities Manager – The local Department representative designated for each Facility who will serve as the Department point of contact for the provision of Services under this Contract for the applicable facility as delegated by the Contract Manager.

Facility – The location of buildings managed by the Department of Management Services as provided in Attachment C – Facility List, and any additional locations added in accordance with Section 13, Additions and Deletions.

Labor – Hour(s) of work performed by the Contractor in providing the services set forth in this Scope of Work.

Materials – Parts, consumables, and other components required to repair the building automation system. Any materials used for the repair for which the Department is invoiced must be left at the Facility.

Overtime Work performed after 5:00 p.m. and before 7:00 a.m. or on state holidays referenced in section 110.117, Florida Statutes and billed at the rate allowed in Attachment D – Price Sheet.

The Contract Manager and the Facilities Manager must approve Overtime work. If not approved, the Contractor must return the to Facility the following Business Day to complete the repair.

Region – A geographic area within the State as represented in Attachment F – Regional Map.

Service Call – The Contractor’s on-site visit to the requested Facility to solve any issues with the building automation system.

Services- Tasks performed under the resulting Contract related to the building automation systems including hardware installation and configuration, programming, maintenance such as software updates, troubleshooting, and repairs. Troubleshooting activities may address a range of issues including, but not limited to: controller malfunctions, faulty sensors, programming glitches, communication disruptions, integration challenges, security vulnerabilities, user interface inconsistencies, unresolved alarms, and data logging inaccuracies.

Service Ticket – Written documentation that is submitted with all Contractor invoices following any Service Call.

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Tridium Niagara Building Automation System (BAS) – An open building automation system, connecting equipment that uses various communication protocols into a single, centralized software platform.

SECTION 3. DELIVERABLES

3.1 Diagnosis

The Contractor shall be called upon in response to a Service Call to diagnose issues with the Building Automation System. The result of the diagnosis shall be a written estimate detailing the problem, proposing a solution, and providing the cost of the repair to include time and materials, including the proposed Labor Class and the hours required. The written cost estimate must be provided to the Facility Manager and Contract Manager within five (5) Business Days of the Service Call. The Contractor is not guaranteed the repair as a result of the diagnosis. The Department may, in its sole discretion, use another vendor to make the repair. The Contractor must provide a Service Ticket following the diagnosis performed during the Service Call in support of the estimate. Any Diagnosis will be made by utilizing one of positions listed in Attachment D – Price Sheet, however, the Department reserves the right to ask for a lower Labor Class or for the hours to be split between Labor Classes.

3.2 Repairs

The Contractor shall perform any repairs to the BAS requested by the Department. If requested to perform repairs, the Contractor shall perform a Service Call at the requested Facility pursuant to Section 4, Service Calls, of this Scope of Work.

3.3 The Contractor is responsible for ordering and supplying all parts for the requested repair.

Parts must be listed in the written estimate, including the cost of the part(s) and the discount on each part.

3.4 The purpose of Diagnoses and Repairs is to bring the equipment back into working order.

Invoices may not be submitted until the equipment is in working order.

3.5 If the Contractor is not able to bring the equipment back into working order based on the initial Diagnosis, then the Contractor must provide a detailed explanation regarding the misdiagnosis and a revised written estimate to the Facilities Manager and Contract Manager. The Department reserves the right to use another vendor to make the repair.

3.6 Repairs made to equipment or parts under warranty and installed by the Contractor shall be made at no cost to the Department. For equipment or parts under warranty, but not installed by the Contractor, the Contractor shall provide a written estimate for the labor hours and Labor Class needed.

3.7 The Contractor shall maintain a minimal inventory of Materials sufficient for maintenance and repair of equipment at each Facility.

3.8 The Contractor shall have and maintain all required service repair tools.

3.9 No proprietary Materials may be installed without the express written consent of the

Contract Manager. If proprietary Materials are installed without the express written consent of the Contract Manager, the Contractor shall replace any proprietary Materials at its own expense. The approval of proprietary Materials may not be designated.

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3.10 All work shall be under the Contractor’s general direction, but is subject to inspection by the Facilities Manager or designee. Upon inspection, if work performed by the Contractor or Materials utilized by the Contractor are found by the Department to be defective, the Facilities Manager or designee may require the Contractor to correct defective workmanship and parts at no cost to the Department.

SECTION 4. SERVICE CALLS

4.1 The Facility Manager, or designee, or Contract Manager will request a Service Call when there is an issue with the BAS and the Contractor shall perform a Diagnosis in accordance with Section 3.1, Diagnosis.

4.2 Upon receipt of a Service Call, the Contractor shall respond to the Service Call within ten

(10) Business Days. If the Service Call will not be responded to within ten (10) Business Days, the Contractor shall notify the Facilities Manager, or designee, and the Contract Manager at least twenty-four (24) hours prior to the commencement of Business Hours on the tenth Business Day.

4.3 Any Service Call exceeding two (2) hours must be approved by the Contract Manager prior to reaching the 2-hour mark.

4.4 The Contractor’s employee(s) and any approved subcontractors responding to a Service

Call shall carry company-specific photo identification, check in and out face-to-face with the Facilities Manager or designee, and sign the Facility’s entry logbook when entering and exiting the Facility during each site visit. If a Service Call takes more than one (1) day to complete, service personnel shall sign in and out each day at the Facility.

4.5 The Contractor’s employee(s) and any approved subcontractors shall keep the Facility premises free from accumulation of waste materials or rubbish caused by operations and from leaks and spillage from equipment. Upon completion of the work, the Contractor’s staff and any approved subcontractors shall remove all waste materials and rubbish from and about the installation area, as well as all tools, equipment, machinery, and surplus materials, and shall clean all Facility surfaces to ensure the work area is clean prior to leaving. The Department is not responsible for any unsecured Contractor tools or equipment.

4.6 During overnight Service Calls, the Contractor’s staff and any approved subcontractors shall clean and remove all debris, tools, equipment, machinery and surplus materials from tenant access areas prior to 7:00 a.m. of the next workday. The Department is not responsible for any unsecured Contractor tools or equipment.

4.7 The Contractor’s employee(s) shall protect Facilities from damage. The Contractor shall repair or replace, at the Contractor’s expense, any damage to property caused by its employees, approved subcontractors, or suppliers in a timeframe mutually agreed upon by both parties.

4.8 Service Tickets

4.8.1 The Contractor shall prepare a service ticket for each Service Call. At a minimum, the service ticket shall include:

• Contractor’s Name;

• Name of Facility;

• Service Call Request Date;

• Service Call Response Date;

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• Description of Issue;

• Description of Service;

• Date of Completion:

• Description and reason if repair is not completed;

• Notation indicating the use of “new” or “refurbished” Materials;

• Name and Signature of repair person; and

• Signature of Facilities Manager or Designee.

4.8.2 The Facilities Manager or Designee’s signature may be obtained at the end of the

Service Call, on a legible paper copy or electronically, or may be e-mailed to the Facilities Manager for an electronic signature within 24 hours of the Service Call.

4.8.3 A copy of the Service Ticket must be provided to the Facilities Manager or designee and Contract Manager for each Service Call within 24 hours of the Service Call. A completed, signed, and dated Service Ticket for each service call for each location must be submitted with the Contractor’s invoice for payment.

4.9 Invoices

The Contractor shall submit an invoice for each Service Call at a Facility. The invoice shall be submitted to the Facilities Manager and Contract Manager within 30 Calendar Days of the completion of the work, with the Service Ticket attached.

Billable hours shall commence upon the Contractor’s personnel checking in with the Facilities Manager, or designee, at the job site and shall end upon checking out with the Facilities Manager, or designee. Invoices for repairs shall include the total time on-site for each personnel member, including the personnel’s labor class; the labor rate; the number of personnel onsite; the cost of the material, including the manufacturer’s list price shown on an invoice, and show the discount applied. The Contractor shall provide the Facilities Manager or designee with a copy of the manufacturer’s invoice.

Travel time to and from a job site and fuel charges shall be non-billable. No extra charges for travel or fuel shall be permitted.

Nothing contained herein shall be construed as a guarantee of minimum work for repairs.

The Department may, at any time during the term of this Contract, seek repair and diagnosis services from other vendors.

SECTION 5. JOB TITLES AND DUTIES

The following section describes the responsibilities of the Contractor’s personnel who may be used to provide the Department with services in accordance with this Scope of Work. The Contractor is responsible for ensuring that adequately skilled and experienced personnel are utilized for work under the Contract, depending on the complexity of the service, and that the Department is not being overcharged.

5.1 BAS Specialist Technician

Responsible for diagnosing and resolving technical issues with a BAS. These systems typically control heating, ventilation, air conditioning (HVAC), lighting, energy management, and other environmental factors within a building. This position’s key responsibilities include initial assessment and information gathering, site visit and diagnosis, troubleshooting, repair, adjustments, testing and validation, documentation, reporting, and communication with customers. This labor class plays a critical role in

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This position is utilized to determine system requirements for new installations, retrofits, and repairs. Serves as expert for BAS components to include equipment, protocols, building codes, information technology interfacing and integration, and process control system troubleshooting and documentation of control activities.

Uses strong IT programming as well as mechanical and electrical problem-solving skills to ensure successful projects and operation of BAS. Manages repairs from discovery to completion. Works with the Contract Manager to schedule repairs, work within the budget provided by the Department in the Purchase Order, and mitigate risks during the repair.

Develops and reviews the diagnosis of issues. Reviews and approves submittals, manages the installation and commissioning of automation projects, and validates the automated systems for adherence to requirements, industry standards, applicable codes, and intended system operation. Ensures the timely completions of repairs, consistent with quality standards of the Department and industry standards, as well as ensuring projects are financially and operationally viable and completed in a cost-efficient manner.

5.2 BAS Systems Integrator

Responsible for addressing issues related to the integration and functionality of various BAS subsystems in a building or network. Duties typically include a site visit and root cause analysis, system calibration and configuration, software and firmware updates, hardware inspection and replacement, troubleshooting data flow issues, system testing, validation, and documentation of the solution. The goal of the Systems Integrator is to restore functionality, improve system performance, and ensure seamless communication between integrated systems.

Installs, repairs, and maintains computer-based control systems that control and monitor a building's mechanical and electrical equipment including heating, ventilation, and air conditioning (HVAC), and energy management systems. A Systems Integrator must be able to apply knowledge of various building trades, such as electrical, mechanical, telecommunications and information systems networks, to computer-based control systems and building automation and environmental control energy equipment in commercial and industrial buildings. BAS Systems Integrators are responsible for troubleshooting, fixing and updating HVAC systems and associated controls;

downloading, updating and verifying software accuracy; and calibrating and testing HVAC systems and controls. BAS Systems Integrators must be well versed in environmental energy equipment such as heating, ventilating and air-conditioning systems, heat pumps, boilers, air handlers, variable air volume and mixing boxes, chillers, and related equipment, lighting control, security and access control, irrigation, and fire alarm interfaces, and water leak detection.

SECTION 6. PRICING

The Contractor shall use the pricing in Attachment D – Price Sheet for all Labor and Materials provided under this Contract.

6.1 Not-to-Exceed

The Department and Contractor may agree to a not-to-exceed price and a not-to-exceed number of hours for any Service Call.

6.2 Materials

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Contractor shall provide an electronic quote to the Contract Manager for all necessary Materials. Materials for the repair of the BAS shall be discounted utilizing the percentage listed in Attachment D – Price Sheet. The Department will approve the purchase of all Materials through the issuance of a Purchase Order based on the written estimate. The Contractor must provide the invoice for the parts used and show the discount as listed in Attachment D – Price Sheet. When possible, the Contractor may propose rebuilt or used parts, but must propose this in the written estimate.

6.3 Mark-Ups

The Contractor may not apply any percentage over the cost of parts, or “markup”, under this Contract.

SECTION 7. CONTRACTOR RESPONSIBILITIES

7.1 The Contractor shall be responsible for providing and/or obtaining all tools, equipment, permits, and transportation required to provide the services required in this Scope of Work and any resultant Contract.

7.2 The Contractor shall, at all times, ensure that personnel providing service are sufficiently trained, certified, and qualified.

7.3 All work shall be under the general direction of the Facilities Manager, or designee, and subject to inspection by the Contract Manager, Facilities Manager, or designee who may require the Contractor to correct defective workmanship and parts without cost to the Department, if the defective work or part is determined by the Contract Manager to be the responsibility of the Contractor.

SECTION 8. DEPARTMENT RESPONSIBILITIES

The Department shall be responsible for providing the Contractor with access to the BAS to be serviced and a written notice of any accident, alteration, or change affecting the equipment, if applicable. The Department shall inform the Contractor of known-asbestos-containing materials that exist in areas where the Contractor will be working.

SECTION 9. LICENSURE AND CERTIFICATION

The Contractor shall ensure that every person performing work under the Contract maintains the required licensure for the work being performed.

9.1 Required Licensure

The Contractor and any subcontractors performing work under this Contract shall have a Certified or Registered Limited Energy Specialty License, an Alarm System I or II License, an Electrical Contractor License, or a Residential Electrical Specialty License as defined by the Florida Department of Business and Professional Regulation. Contractor and any subcontractors shall also maintain for the term of the Contract any additional Contractor license certifications and/or registrations required under Florida Statute to perform work under the Contract. These certifications and/or registrations include, but are not limited to, licensure under Chapter 489, Florida Statutes. The Contractor shall provide a copy of these licenses to the Contract Manager within five (5) Business Days of the beginning of the Contract and annually thereafter. Failure to maintain any required licenses, certifications, or registrations will result in the Contractor being found in default and the State terminating the Contract.

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9.2 Required Certification

Every employee of the Contractor and any subcontractor employees performing BAS Services under this Contract shall hold a Tridium Niagara 4 Certification. The Contractor shall provide verification of these certifications to the Contract Manager within five (5) Business Days of the beginning of the Contract.

SECTION 10. SUBCONTRACTING

The Contractor may utilize subcontractors with the approval of the Department. Contractor shall submit a Subcontracting Form electronically to the Department’s Contract Manager for Department approval before a subcontractor may perform services under this Contract. The Contractor shall be fully responsible for all work performed under the Contract. Contractor shall ensure that any aspects of the scope of work requiring certification or licensure are performed by duly certified or licensed persons. Contractor shall provide proof of subcontractor certification or licensure upon request. For the purpose of this Contract, subcontractors are considered Contractor’s employees and are subject to the same requirements as the Contractor’s employees in this Scope of Work.

SECTION 11.