Ring Power Corporation.pdf

State Term Contract No. 72101517-25-STC

For Generator Maintenance and Repair Services

This State Term Contract No. 72101517-25-STC ( Term Contract ) is between the Department of Management Services ( Department ), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, Florida 32399; and Ring Power Corporation ( Contractor ) with its principal place of business located at 500 World Commerce Parkway, St. Augustine, FL 32092;

WHEREAS, the Department issued a competitive solicitation for Generator Maintenance and Repair Services; and

WHEREAS, the Contractor was awarded as a result of such competitive solicitation for Regions 1, 2, 3, 4, 5, and 6.

NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term and Effective Date.

The initial term of the Term Contract shall be for three years. The Term Contract will become effective on June 30, 2025 or on the date signed by all Parties, whichever is later. The Term Contract shall expire on June 29, 2028 unless terminated earlier or renewed in accordance with Exhibit B, Enterprise Standard Terms and Conditions.

2. Order of Precedence.

This contract document and the attached exhibits constitute the Term Contract and the entire understanding of the Parties. All Exhibits listed below are incorporated into this Term Contract by reference herein. In the event of a conflict, the Term Contract document and Exhibits shall have priority in the following order:

a) This Contract

b) Exhibit A, Scope of Work

c) Exhibit B, Enterprise Standard Terms and Conditions

d) Exhibit C, Price Sheet

3. Purchases off this Term Contract.

Upon execution of this Term Contract, Customers, as defined in Exhibit B, Enterprise Standard Terms and Conditions, may purchase products and services under this Term

State Term Contract No. 25-72101517-RFP For

Generator Maintenance and Repair Services

Contract. Any entity making a purchase off of this Term Contract acknowledges and agrees to be bound by the terms and conditions of this Term Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Term Contract.

4. Primary Contacts.

John Branda Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399 Telephone: (850) 488-6904 Email: John.Branda@dms.fl.gov

Contract Manager Name: Sarah Griffith Ring Power Corporation

: 500 World Commerce Parkway, St. Augustine, Fl. 32092 Telephone: 904-494-1029 Email: sarah.griffith@ringpower.com

Either party may notify the other by email of a change to a designated Contract Manager providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term

IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by the undersigned duly authorized officials.

State of Florida:

Department of Management Services

Contractor:

Ring Power Corporation

By: _____________________________

By: _____________________________

Name: Pedro Allende Name:

Title: Secretary Title:

Date: Date:

A Scope of Work

Purpose To provide Customers with Generator Maintenance and Repair Services on a regional basis, pursuant to the terms set forth in this Scope of Work. A map of the Regions is set forth i

Region Map.

Definitions Definitions contained in section 287.012, Florida Statutes (F.S.); Rule 60A-1.001, Florida Administrative Code (F.A.C.); and , Enterprise Standard Terms and Conditions; are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions for the purposes of this Scope of Work. All definitions apply in both their singular and plural sense.

Annual Preventative Maintenance Service – The inspection, testing, and maintenance activities to be done once a year to ensure Equipment reliability. This includes, but not limited to, identifying and resolving potential issues to prevent operating disruptions, failures, hazards, or performance decline.

Business Day – Monday through Friday, inclusive, except for those holidays specif ied in section 110.117, F.S., from 8:00 a.m. to 5:00 p.m. at the Customer’s location.

Commodity Code – The State’s numeric code for classifying commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services.

Term Contract – The legally enforceable State Term Contract, as def ined in section 287.012, F.S., between the Department and the awarded Respondent(s) resulting from this solicitation.

Contractor – A Vendor that enters into a Term Contract with the Department.

Customer – A State Agency or Eligible User.

Department – The Department of Management Services (DMS), a State Agency.

Eligible User – As defined in Rule 60A-1.001, F.A.C.

Emergency Repair – Services required to address urgent and unforeseen issues with Equipment, ensuring the prompt restoration of functionality and preventing disruptions.

Equipment – All components and machinery associated with a generator system. The term “Generator” may be used interchangeably.

Facility Manager – The individual(s) designated by the Customer who will supervise and manage the operations, maintenance, and performance of facilities, and serve as the point of contact for the Contractor.

Generator Maintenance and Repair Services – Refers to the wide range of tasks that ensure the optimal performance, proper function, and longevity of generator systems.

Manufacturer – The producer or provider of Equipment which possess the minimum quality, reliability, service, and value required by the Department and Customers’ Scope of Work. May be used interchangeably with Brand Name.

MyFloridaMarketPlace (MFMP) – The electronic procurement system is a source for centralized procurement activities, streamlining interactions between vendors and state government entities, and providing the tools to support world class procurement for the State of Florida.

Region – Geographical service area within the State of Florida.

Repair Services – Includes the unscheduled maintenance, repair, and replacement of Equipment to proper working order to be consistent with the Equipment Manufacturer’s specifications.

Semi-Annual Preventative Maintenance Service – The inspection, testing, and maintenance activities to be done every six months to ensure equipment reliability. This includes, but is not limited to, identifying and resolving potential issues to prevent operating disruptions, failures, hazards, or performance decline.

State – The State of Florida.

Term Contract – The legally enforceable State Term Contract, as defined in section 287.012, F.S., between the Department and the Contractor.

3. Scope of Work

3.1 Description of Scope

The Contractor shall provide Semi-Annual Preventative Maintenance Service and Annual Preventative Maintenance Service for Generator Maintenance and Repair Services. This may include, but is not limited to, lubricating system, fuel delivery system, cooling system, air system, electrical system, exhaust system, engine safety controls, engine test – no load, ignition system, generator sets, transfer switch, engine, and testing.

The Contractor shall provide all labor, tools, materials, supplies, safety equipment, transportation, travel, and other incidentals necessary to perform all required services to ensure the safe and eff icient operation of the Equipment to the Manufacturer’s specif ications.

3.2 General Requirements

All Generator Maintenance and Repair Services provided shall be in strict compliance with requirements, specif ications, terms, and conditions outlined in the Term Contract, as well as with all local, state, and federal requirements, laws, and regulations and with all Equipment Manufacturer specifications using the most appropriate industry standards and Equipment.

General maintenance guidelines are from the NFPA (National Fire Protection Association) 110, Sections A.8.1 through A.8.4.9 “Standard for Emergency and Standby Power Systems 2022 Edition,” or the most recent edition adopted by the State of Florida.

3.3 Inventory of Equipment

The Contractor shall maintain an inventory of the Customer’s Equipment which the Contractor is responsible for performing Generator Maintenance and Repair Services. The Contractor shall maintain an accurate inventory of the Customer’s Equipment, and shall modify its records to indicate any changes through additions or deletions. At a minimum, the inventory shall include the following details for all Equipment:

1) Make, model and location of Equipment;

2) Any existing Manufacturer’s warranties on Equipment;

3) Notation of any changes to Equipment; and

4) Type(s) of Generator Maintenance and Repair Services performed.

Under no circumstances shall the Contractor remove any Equipment from the Customer’s location without the Customer’s prior written approval. If applicable, the Contractor shall request that the property tag be removed by the Customer’s Facility Manager authorized to adjust Equipment inventory records when replacing Equipment.

NOTE: Any additional Equipment acquired by the Customer shall be added to the Contractor’s Equipment inventory as specif ied in the Additions and Deletions Section of this Scope of Work.

3.4 Additions and Deletions

During the term of the Term Contract, the Customer shall have the right to add or delete Equipment covered by this Contract with prior written notice of at least 10 Business Days to the Contractor. Deletions shall result in a price reduction equal to the amount set forth in the Contract pricing. Additions shall not exceed the Term Contract pricing outlined in

3.5 Records, Documentation, and Reporting

The Contractor shall maintain Generator Maintenance and Repair Services records and documentation for all services provided under this Term Contract. The records shall include, but shall not be limited to, records of all service calls, Generator Maintenance and Repair Services performed, any Equipment modifications as applicable, an inspection list, and an annual report of all service logs. The Customer may request additional reports with written notice to the

Contractor.

The Contractor shall provide an inspection list and related documentation of all services to the Customer upon completion of each Generator Maintenance and Repair Service within one Business Days of completion. The inspection list shall include services provided, testing, preventative maintenance tasks performed on the generator, and recommendations for future services based on inspection results.

Pursuant to section 252.35(2)(s), F.S., Customers shall report portable generators owned by state and local governments which are capable of operating during a major disaster. At a minimum, Customers shall report the following information at the time of purchase and annually by March 31st of each year to the Florida Division of Emergency Management at FDEMEquipment@em.myflorida.com:

Location of each generator Number of generators stored at each specific location

Agency which each generator belongs Primary use of the generator by the owner agency Names, addresses, and telephone numbers of persons having authority to loan the stored generators

3.6 Pricing

The Contractor shall adhere to the initial term and renewal term pricing submitted in , for Generator Maintenance and Repair Services per Region. The pricing in is a not-to-exceed rate which shall include all applicable fees, disposal, labor, tools, materials, supplies, safety equipment, transportation, travel, and other costs associated with performing Generator Maintenance and Repair Services. Pricing shall be in accordance with the Term Contract and Customers may negotiate lower pricing.

The Contractor’s travel time or mileage to and from a job site or Customer’s location shall be non-billable.

3.7 Price Adjustments

Price adjustments may be permitted for changes in the Contractor pricing and shall be supported by a change in the Producer Price Index (PPI) for the Series ID PCU8113108113106. This information is published by the U.S. Department of Labor, Bureau of Labor Statistics (BLS), and is available at http://www.bls.gov/data.

Prices may be adjusted no earlier than twelve (12) months after the start date of the Term Contract and no earlier than twelve (12) months after the effective date of the previous price adjustment, whichever is later. When requesting a price adjustment, the Contractor shall submit a written justification to the Contract Manager detailing the reason(s) for the request;

an increase in the PPI is not suff icient justification for a price increase by itself .

Price adjustments shall not exceed the percent change in PPI or f ive percent (5%), whichever is less. The percent change in PPI shall be calculated using the following formula:

(B - A) / A = Z

Where: A = earliest PPI (PPI at time of Term Contract execution, renewal execution, or previous price adjustment) B = latest PPI (latest available non-preliminary PPI at time of price adjustment request) Z = percent change in PPI

The Department may, in its sole discretion, make an equitable adjustment in the contract terms and pricing if pricing or availability of services are affected by extreme and unforeseen volatility in the marketplace.

The Contractor shall give no less than 30 days advance notice of any price adjustment to the Customer. Any such price adjustment shall not take effect until written approval has been granted by the Department.

3.8 Staffing Requirements

The Equipment must be inspected and tested only by technicians that are trained and certif ied in service, maintenance, and repair by Equipment Manufacturers. All technicians assigned to perform services shall have training certif ications from Equipment Manufacturers.

The Contractor shall ensure that it has sufficient personnel to provide the services outlined in this Term Contract. The Contractor shall provide all applicable documentation related to technician training and certif ications to the Customer upon request. The certif icates must show that the technician has attended training to service Equipment. The Contractor shall also have a verif iable in-house training program for its personnel on emergency power generator service to include diesel and electrical training as well as continuing educational training on emergency power generation units and diesel engines.

The Contractor shall ensure that all technicians have current Equipment maintenance certifications obtained within the last two years. To be considered acceptable and current, generator maintenance certif icates must meet the following qualif ications:

1) Tier 4 generator training from registered Manufacturers (i.e.: Cummins, Onan, CAT, MQ Power, Generac) or trainers and

2) Certification of paralleling capability training from a registered Manufacturer or trainers.

3.9 Maintenance Requirements

The Contractor shall correct all deficiencies that are discovered during the Semi-Annual Preventative Maintenance Service and Annual Preventative Maintenance Service visits and as directed by the Customer’s Facility Manager. The Contractor is required to provide the Customer’s Facility Manager a written quote of any additional labor and parts costs for Repair Services, including recommended repairs, in accordance with the Repair Services Section of this Scope of Work.

The Contractor shall be responsible for removal and disposal of all oil and filters and shall comply with all Federal, State, and local regulations for disposal of hazardous materials. The Customer’s Facility Manager will promptly report any major problems to the Contractor.

The Customer has 15 Business Days to review and confirm that the Generator Maintenance and Repair Services are completed to the required specif ications. The Contractor shall be notif ied by the Customer if services are unsatisfactory and additional work is required to meet the minimum service standards. Any such callbacks will be performed at no additional charge and within 15 business days of the Customer’s notif ication.

3.10 Contract Tasks

The Contractor shall perform Term Contract tasks that include Annual Preventative Maintenance Service, Semi-Annual Preventative Maintenance Service, and Repair Services.

The requirements for each of these services are listed below. The Customer may request additional tasks or requirements for Annual Preventative Maintenance Service and Semi-Annual Preventative Maintenance Services.

3.11 Annual Preventative Maintenance Service

The Contractor shall provide Annual Preventative Maintenance Services at regular intervals and scheduled in coordination with the Customer. Annual Preventative Maintenance Services shall include all of the requirements of the Semi-Annual Preventative Maintenance Service Section of this Scope of Work, along with the following additional services on the Customer’s Equipment:

Oil and Oil Filters

Change the oil and filters in all generators annually or every 100 hours of operation, whichever occurs f irst. Oil changes shall conform to Manufacturer’s specifications. Only Manufacturer’s approved oil and filters shall be used.

Lubricating System Change governor oil (where applicable) Change injection pump oil (where applicable) Change oil in crankcase breather (where applicable) Take oil sample; send to laboratory for analysis; provide a copy of the report to the Customer’s Facility Manager within 30 Business Days from the service date.

Fuel Delivery System

Lubricate the day tank f loat switch and manual pump (where applicable) Replace fuel f ilters Lubricate carburetor and linkage (where applicable)

Lubricate governor linkage and service air f ilters

Cooling System

Replace water filters (where applicable)

Battery

Perform load test

Exhaust System

Drain condensation where possible Check and lubricate heat riser plate

Ignition System

Replace plugs (where applicable) Replace points (where applicable) Replace condenser (where applicable) Replace rotor (where applicable) Inspect cap, replace as necessary (where applicable) Lube point cam (where applicable) Lube advance wick (where applicable) Lube upper and lower bearing

Set timing Inspect and lube mechanical advance (where applicable) Inspect wires

Generator

Clean rings and commutator Lubricate over speed switch Check diode heat sinks Inspect rear bearing

Engine Running

Test Low Oil Pressure safety switch and record seconds to shutdown Test High Engine Temperature safety switch and record seconds to shutdown

Test Over Speed Safety switch and record seconds to shutdown Check pre-alarms (where applicable) Check over crank system and record seconds to shutdown Check cycle cranker time and record seconds of cranking; seconds of rest

Accessories

Lubricate all hinges, door locks, snap covers, etc.

Loadbank Test

Loadbank (resistive and reactive) test each generator under full-rated load for at least two hours

Record all operating systems of the alternator and the engine during the loadbank test

Provide a complete written report of the loadbank test to the Customer’s Facility Manager and Facility Manager or designee for each generator set.

Other Maintenance

The Contractor shall test the fuel located in each fuel tank annually to ensure cleanliness of fuel.

The Contractor shall clean each fuel tank every three years.

The Contractor shall replace all batteries every three years, regardless of condition.

The Contractor shall replace all belts and hoses every f ive years, regardless of condition.

3.12 Semi-Annual Preventative Maintenance Service

The Contractor shall provide Semi-Annual Preventative Maintenance Services as scheduled in coordination with the Customer. Testing and adjusting of the Equipment will be performed on-site. On a semi-annual basis for the term of the Customer’s order, the Contractor shall conduct all checks as required by the Manufacturer’s operating documents or per the Customer’s request. The Contractor shall perform the following services on the Customer’s Equipment:

Lubricating System Check lube oil level and add oil as necessary Inspect for oil leaks, and check and re-torque connections to Manufacturer’s specifications Check governor oil level and add oil as necessary (where applicable) Check condition of lube oil hoses and connections

Check oil base heater and adjust if necessary Check injection pump oil level and add oil if necessary (where applicable) Check engine breather, and clean and remove any oil residue, dust, dirt, or other restriction Start engine, check oil pressure, and adjust if necessary, to Manufacturer’s specifications Check engine oil stick for water or residue

Check turbo-charger for oil leaks (where applicable) Check front and rear crank shaft seals for oil leaks Check Equipment hour meter for hours of operation; refer to Manufacturer’s operation and service manual; if hours of operation are near or exceed Manufacturer’s stipulated time for oil service, change oil and filter with Manufacturer’s approved oil and f ilter; start engine and check for oil leaks at the f ilter; check oil stick for proper oil level

Take oil sample; send to laboratory for analysis; provide a copy of the report to the Customer’s Facility Manager and Facility Manager within 30 Business Days from the service date.

Fuel Delivery System Inspect fuel lines, hoses, connections, clamps, injectors/carburetors, injector pumps, and priming pump, etc. for leaks, and correct as needed

Check operation of day tank (where applicable) Drain water from fuel traps (where applicable) Drain water from day strainer (where applicable) Clean sediment bowl (where applicable) Check for water in fuel Inspect fuel f ilter and change filter as necessary Check fuel pressure ensuring compliance with Manufacturer’s specif ications

Cooling System Check for leaks Check coolant level and add coolant if necessary

Check coolant pH, add long-life anti-freeze, and replace as necessary Check all belts for cracks or wear and replace as necessary Check all belts for proper tension and adjust as necessary Check condition of water hoses and clamps Check for leakage and repair leaks as necessary Check water, f ilter, and replace water filter elements annually or as needed, whichever is sooner Pressure test radiator and cap

Check water pump for leaks and bearing noise Verify the temperature gauge is reading the correct temperature using infrared device Check operation of engine heater and switch Check fan and radiator for physical damage, obstruction, and leaks Drain and replace anti-freeze, when required

Air Systems Check air cleaner (dry type) Check turbocharger clearance (where applicable)

Check and service oil bath air cleaner as needed (where applicable) Check air hoses and connections (where applicable)

Electrical System Check battery fluid and correct if necessary Check battery specif ic gravity and correct if necessary Check battery trickle charger and record rate Check battery connections and clean and tighten if necessary Lubricate generator, starter/cranking Check air compressor, if not electric start

Check for loose load line connections and emergency supply line connections

Exhaust System Inspect the entire exhaust system Check rain cap for leaks Inspect the manifold connection for leaks and re-torque as necessary Inspect insulation and surrounding area for any potential f ire hazards

Engine Safety Controls Check operations of all safety controls and emergency stops

Engine Test – No Load Start engine, check operation, and adjust RPM if necessary Observe oil pressure and record

Ignition System Inspect all wires Check ammeter for discharging while cranking Check ammeter for full charge at start-up

Generator Sets Check slip rings

Check commutator Check brushes to assure they are free Inspect generator wiring for fraying Check and record each phase volts, amps, and frequency, and check operation of transfer switch Check automatic start-up Check generator grounding Adjust voltage regulator

Check generator windings and armature for cleanliness Check excitor belts for fraying or cracking Check excitor and regulator for cleanliness Check generator mounting bolts for tightness and re-torque as required Lubricate generator bearings, drive, and joints Inspect for potential hazards resulting from vibration or pressure Check for alternator vibration Inspect and torque (if necessary) all main supply, emergency supply, and load line connections

Verify phase relay drop out and pickup points, adjust if necessary

Transfer Switch Check all wiring Inspect to assure all supply and load lines are tight Check for proper mechanical operation of the transfer mechanism Note settings on timers and assure they are proper for the application

Verify phase relays drop out and pick up points, traditionally drop out at 70% and pick up at 90% of rated voltage, and adjust if necessary Attach calibration tag with date and calibration of relays noted Advise the Customer’s Facility Manager as to any options they might want to add or change Ensure thorough inspection and testing of the transfer switch is completed to the required specif ications Advise the Customer’s Facility Manager before preventative maintenance task, if a building power shutdown is needed

Engine Check for engine noises

Check carburetor/injectors for proper adjustments and operation, and correct as necessary Check choke adjustment (where applicable) Check engine for excessive smoke Check for air in the induction system Check cylinder head and head gasket Check for excessive blow by Check turbocharger for noise Check prelube pump for proper operation

Check engine high idle speed and correct if necessary Check engine low idle speed and correct if necessary Check emergency shutoff for proper operation Check engine for proper operation at rated speed Inspect engine mounting bolts, tighten bolts if loose, and replace bolts if broken Check engine wiring harness for breaks or wear, repairing wiring harness if broken and repairing or re-routing harness if worn and to prevent wear

Testing

While engine is running under actual connected load such as during loadbank test, adjust voltage and frequency

Adjust clock exerciser as necessary Test delay start Test delay pick-up Test delay retransfer Test delay cool down Test delay transition Test delay preheat Calibrate undervoltage sensors

Calibrate overvoltage sensor

Calibrate generator sensors Record load per leg Record voltage per leg Record frequency Record oil pressure

Record water temperature Check battery charging system Clean up work area

Other Maintenance

Test each generator for at least one-half (1/2) hour under no load for quarterly inspections.

3.13 Repair Services

The Contractor shall provide Repair Services to repair Equipment to proper working order consistent with the Equipment Manufacturer’s specifications.

If Repair Services on the Equipment cannot be completed within the same day, the Contractor will work with the Customer to establish temporary portable Equipment.

The Contractor’s rental Equipment rate pricing for temporary portable Equipment shall not exceed the highest rate for the same or equivalent services established under any of the Department’s state contracts and agreements. The list of current state contracts and agreements is listed at this website:

https://www.dms.myflorida.com/business_operations/state_purchasing/state_contracts_and_agr eements. The Customer may negotiate lower rental Equipment rate pricing with the Contractor.

It is the Contractor’s responsibility to ensure all temporary Equipment charges comply with this requirement.

3.14 Service Hourly Rates

The Contractor shall perform all services or repairs and adhere to the Non-Emergency and Emergency Service Hourly Rates for Generator Maintenance and Repair Services listed in

3.14.1 Non-Emergency Service Hourly Rates

The non-emergency service hourly rates shall pertain to non-emergency Generator Maintenance and Repair Services conducted during the Customer’s Business Day. Non- Emergency Service Hourly Rates includes routine maintenance tasks, scheduled inspections, and non-urgent Repair Services aimed at maintaining the proper working order of the Equipment. The Non-Emergency Service Hourly Rates shall apply to all scheduled and non-emergency service calls.

3.14.2 Emergency Service Hourly Rates

The Emergency Service Hourly Rates shall pertain to emergency Generator Maintenance and Repair Services conducted outside of the Customer’s Business Day.

Emergency service includes tasks that require immediate repair or services, unscheduled inspections, and urgent Repair Services aimed at ensuring the proper working order of the Equipment. The Emergency Service Hourly Rates shall apply to all such unscheduled and emergency service calls.

3.15 Emergency Repairs

The Contractor shall provide Emergency Repairs which includes unscheduled maintenance or repair of Equipment which is not operating properly and requires immediate repair or service to return the Equipment to proper working order consistent with Equipment Manufacturer’s specifications.

3.16 Response Times

All services, unless otherwise coordinated and approved by the Customer’s Facility Manager, shall be conducted during the Business Day, except for Emergency Repairs.

3.16.1 Scheduling

The Contractor shall acknowledge the Customer’s request for Repair Services, Semi- Annual Preventative Maintenance Services, or Annual Preventative Maintenance Services within 24 hours of initial contact. Repair Services, Semi-Annual Preventative Maintenance Services, and Annual Preventative Maintenance Service schedules will be provided to the Customer’s Facility Manager at least five Business Days in advance in writing. The Contractor shall also send a reminder notification via email or phone call at least 24 hours prior to arriving to the Customer’s location.

The Contractor shall complete the Generator Maintenance and Repair Services within the scheduled time approved by the Customer. The completion time shall not be affected by the Contractor’s response to other service requests.

3.16.2 Emergency Repair Response Time

The Contractor shall provide a 24-hour contact number to the Customer’s Facility Manager for any Emergency Repairs. Response time for Emergency Repairs shall require that a technician be on-site within two hours of notif ication from the Customer.

In the event an Emergency Repair cannot be completed within eight hours of the Contractor arriving at the Customer’s location, a portable generator unit shall be supplied and connected by the Contractor in coordination with the Customer’s Facility Manager.

All temporary, portable units shall be fully operational and of equivalent or better Equipment specif ications.

3.17 Parts

Only parts approved by the Equipment Manufacturer for the specif ic Equipment being serviced shall be used when parts are required. Parts must be from the original Equipment Manufacturer and in new, unused condition. Replaced (old) parts shall become the property of the Contractor, unless otherwise requested by the Customer. New parts shall become the property of the Customer. At a minimum, the cost for parts shall be provided at the percent off of MSRP listed in . The cost for any parts shall not exceed the current Manufacturer’s price, regardless of the reason for replacement.

3.18 Warranty

All calls for Generator Maintenance and Repair Services shall initially be reported to the Contractor. If the service call involves an original Equipment Manufacturer’s warranty, the Contractor shall notify the Customer’s Facility Manager, who will be responsible for placing and tracking the warranty service call with the Manufacturer. The Contractor shall ensure that any Generator Maintenance or Repair Services performed will not void or modify an existing original Equipment Manufacturer’s warranty.

In accordance with this Term Contract, the Contractor’s warranty shall provide a minimum of one-year standard warranty coverage for parts and service and shall not affect the warranty status of any other existing parts of the Equipment. All of the Contractor’s warranties under this Term Contract shall provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and Manufacturer’s performance criteria.

Should the Contractor’s standard warranty conflict with any requirements, specif ications, terms, or conditions of the Term Contract, then the Term Contract requirements, specif ications, terms, and conditions shall prevail.

3.19 Compliance and Compatibility

The Contractor shall ensure that all services ordered by the Customer are fully compatible with existing Equipment and any associated pre-existing services possessed by the Customer and disclosed to the Contractor by the Customer. The Contractor’s acceptance of the Customer’s order shall indicate that the Contractor shall deliver services that are fully compliant and compatible with the Customer’s order requirements, specif ications, terms, and conditions.

3.20 Request for a Quote Requirement

Customers shall use a Request for Quote in accordance with sections 287.056(2) and 287.0591, F.S., and Rule 60A-1.043, F.A.C., when making purchases off this State Term Contract (Term Contract). For any purchases off the Term Contract, the Contractor recognizes its responsibility for all tasks and deliverables contained in the Term Contract and any Customer Request for Quote, warrants that it has fully informed itself of all relevant factors affecting accomplishment of the tasks and deliverables, and agrees to be fully accountable for the performance thereof.

3.21 Punchout Catalog and Electronic Invoicing

The Contractor is encouraged to provide an MFMP punchout catalog.

The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Term Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier’s Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information.

The punchout catalog enables Florida buyer to “punch out” to a supplier’s website. Using the search tools on the supplier’s Florida punchout catalog site, the user selects the desired Products. When complete, the user exits the supplier’s punchout catalog site and the shopping cart (full of Products) is “brought back” to MFMP. No orders are sent to a supplier when the user exits the supplier’s punchout catalog site. Instead, the chosen Products are “brought back” to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding, deleting, and editing Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details.

The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below:

1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (EDI 810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Business Network (formerly known as Ariba Network) for catalog and non-catalog goods and services.

2) PO Flip via BN This online process allows Contractors to submit invoices via the BN for catalog and non-catalog goods and services. Contractors are able to create an invoice directly from their inbox in their BN account by simply "f lipping" the PO into an invoice. This option does not require any special software or technical capabilities.

The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Term

3.22 Financial Consequences

The Department reserves the right to impose financial consequences when the Contractor fails to comply with the requirements of the Term Contract. The following financial consequences will apply for the Contractor’s non-performance under the Term Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer’s resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Term Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Term Contract. The Contractor and the Department agree that financial consequences for non-performance are an estimate of damages which are diff icult to ascertain and are not penalties.

The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Term Contract performance and every month or quarter, respectively, thereafter.

Deliverable Performance Metric Performance Due

Date

Financial Consequence for Non-Performance

Contractor will timely submit complete Quarterly Sales Reports

All Quarterly Sales Reports will be submitted timely with the required information

Completed reports are due on or before the 30th calendar day after the close of each State f iscal quarter

$250 per day late

Contractor will timely submit complete MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Completed reports are due on or before the 15th calendar day after the close of each month

$100 per day late

Contractor will deliver services within 30 day time frame

Services meet the specified standards or requirements

Completed the delivery of services within 30 calendar days of agreed upon timeframe

$50 per day late

No favorable action will be considered when Contractor has outstanding Term Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is required under this Term Contract.

Contractor will acknowledge the Customer’s Facility Manager within 24 hours of being initially contacted for services.

Contractor acknowledgment for services meet the Response Times Section requirements in the Scope of Work.

Contractor acknowledgment within 24 hours of being initially contacted.

$50 per day late

Contractor will provide a technician to Customers location within two hours of being initially contacted for Emergency Repairs.

Emergency Repair services meet the Response Time Section requirements in the Scope of Work.

Completed providing a technician to the Customers location within 2 hours of being initially contacted.

$100 per hour late

SP approved version 9-12-2024 Page 1 of 20

ENTERPRISE STANDARD

TERMS AND CONDITIONS

These Enterprise Standard Terms and Conditions set forth the terms and conditions regarding the administration of the Term Contract, including the provision of Products to Customers. Customer specific terms for purchases off this Term Contract shall be set forth in the Customer specific agreement.

SP approved version 9-12-2024 Page 2 of 20

SECTION 1. DEFINITIONS

Capitalized terms used herein are defined as follows:

means the attachments, addenda, schedules, exhibits, and other documents, however so titled, attached hereto or incorporated by reference herein.

means Monday through Friday, inclusive, excluding State holidays specified means the person or entity that is a party to the Term Contract and is offering Products for purchase.

means the agency, as defined in section 287.012, F.S., or eligible user, as defined in Rule 60A- Contract. For the avoidance of doubt, this also includes the Department when it purchases off the Term Contract.

means the Department of Management Services, an agency as defined in section 287.012, F.S., responsible for the administration of this Term Contract.

means a contract authorized pursuant to section 287.042(16), F.S., or approved pursuant to section 287.057(3)(b), F.S., for statewide use.

means any deliverable under the Term Contract, which may include commodities and no State funding under the Term Contract is being provided for, promoting, advocating for, or activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender identity, or sexual orientation and promotes differential or preferential treatment of individuals on inherently, unconsciously, or implicitly biased on the basis of such classification.

means the State of Florida means a term contract that is competitively procured by the department pursuant to section 287.057, F.S. and that is used by agencies and eligible users pursuant to section 287.056, F.S.

means the legally enforceable term contract, as defined in section 287.012, F.S., between the Department and Contractor to which these Enterprise Standard Terms and Conditions apply, including all Attachments thereto. The Term Contract is either a State Term Contract or an Enterprise Alternate Contract Source.

SECTION 2. CONTRACT AMENDMENT

2.1 Amendment. The Term Contract contains all the terms and conditions agreed upon by the parties. Unless otherwise stated in Term Contract, the Term Contract may only be amended upon mutual written agreement signed by the parties. No oral agreements or representations will be valid or binding upon the Department or the Contractor. Unless explicitly agreed to by the Department in the Term Contract, no unilateral alteration or modification of the Term

SP approved version 9-12-2024 Page 3 of 20

Contract terms, including substitution of Product, will be valid or binding against the Customer.

The Department and Contractor may modify the Term Contract to alter, add to, or deduct from the Term Contract specifications, provided that such changes are within the general scope of the Term Contract. The parties may make an equitable adjustment in the Term Contract price or delivery date if the change affects the cost or time of performance.

SECTION 3. CONTRACT CONSTRUCTION AND ADMINISTRATION

3.1 Construction. Unless the context requires otherwise, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Term Contract as a whole, inclusive of all Attachments. Unless the context requires otherwise, references herein to (i) sections or Attachments mean the sections of, or Attachments to, the Term Contract; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or other law or regulation means such statute, rule, or other law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

Unless the context requires otherwise, whenever the masculine is used in the Term Contract, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine. Unless the context requires otherwise, whenever the singular is used in the Term Contract, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. All references to "$" or "dollars" means the United States Dollar, the official and lawful currency of the United States of America.

The Term Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Attachments referred to herein will be construed with, and as an integral part of, the Term Contract to the same extent as if they were set forth verbatim herein.

3.2 Administration. Execution in Counterparts. The Term Contract may be executed in counterparts, each of which will be an original and all of which will constitute but one and the same instrument.

3.2.1 Notices.

herein, said notice will be deemed to have been given (i) when personally delivered;

(ii) email (with confirmation of receipt) the day immediately following the day (except if not a Business Day then the next Business Day) on which the notice or communication has been provided prepaid by the sender to a recognized overnight delivery service; or (iii) on the date actually received except where there is a date of the certification of receipt.

Contract Manager.

SP approved version 9-12-2024 Page 4 of 20

3.2.2 Severability. If a court deems any non-material provision of the Term Contract void or unenforceable, all other provisions will remain in full force and effect. Upon a determination that any material provision is void or unenforceable, the parties shall negotiate in good faith to modify this Term Contract to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

3.2.3 Waiver. The delay or failure by the Department to exercise or enforce any of its rights right thereafter to enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

3.2.4 Survivability. The Term Contract and any and all promises, covenants, and representations made herein are binding upon the parties hereto and any and all respective heirs, assigns, and successors in interest. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of the Term Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, reporting, and public records, will survive termination or expiration of the Term Contract.

3.2.5 Third Party Beneficiaries. The parties acknowledge and agree that the Term Contract is for the benefit of the parties hereto. The Term Contract is not intended to confer any legal rights or benefits on any other party, except such rights and benefits associated with a purchase made by a Customer off this Term Contract.

SECTION 4. CONTRACT TERM, SUSPENSION, AND TERMINATION.

4.1 Term. The initial term will begin on the date set forth in the Term Contract documents or on the date the Term Contract is signed by all parties, whichever is later.

Upon written agreement, the Department and the Contractor may renew the Term Contract in whole or in part only as set forth in the Term Contract documents, and in accordance with section 287.057(13), F.S. No costs may be charged for the renewals.

4.2 Suspension of Work and Termination.

4.2.1 Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Term Contract, at any time, when it is in the best interest of the State of Florida to do so. The Department will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Term Contract. Suspension of work will not entitle the Contractor to any compensation for services not performed or commodities not delivered during the suspension period nor for any additional compensation.

4.2.2 Termination for Convenience. The Term Contract may be terminated by the

Department, by written notice to the Contractor thirty (30) calendar days in advance, in whole or in part at any time, when the Department determines in its sole discretion to do so. The Contractor shall not furnish any Product after it receives the notice of termination, except as necessary to complete

SP approved version 9-12-2024 Page 5 of 20 the continued portion of the Term Contract, or a continued purchase off the Term Contract, if any. The Contractor will not be entitled to recover any cancellation charges or lost profits. If the Term Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of any Customer contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor.

4.2.3 Termination for Cause. The Department may terminate the Term Contract if the

Contractor fails to (i) on multiple occasions, timely deliver Products purchased by Customers, (ii) on multiple occasions, maintain adequate progress on Customer purchases, thus endangering performance, (iii) honor any term of the Term Contract, or (iv) abide by any statutory, regulatory, or licensing requirement.