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STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES TENANT BROKER AND REAL ESTATE CONSULTING SERVICES INVITATION TO NEGOTIATION (ITN) NO.: DMS 12/13-007 AGENCY DECISION: INTENT TO AWARD Pursuant to Section 287.057(1)(c), Florida Statutes, the Department of Management Services has concluded negotiating best terms and conditions for the Department's Invitation to Negotiate for the above referenced ITN. Therefore, the Department hereby provides notice of its decision to award a contract to each of the following vendors: • CBRE • Vertical Integration FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION 120.57(3) OF THE FLORIDA STATUTES OR FAILURE TO POST THE BOND OR OTHER SECURITY REQUIRED BY LAW WITHIN THE TIMEFRAME ALLOWED FOR FILING THE BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. RIC& ScoTr Governor DEPARTMENT OF MANAGEMIENT SERVICES CRLA.IG J. NICII0LS Secretary 4050 Esplanade Way I Tallahassee, Florida 32399.0950 Tel: 850.488.2786 ( Fax: 850.922.6149 INVITATION TO NEGOTIATE FOR TENANT BROKER AND REAL ESTATE CONSULTING SERVICES ITN NO.: DMS-12/13-007 RELEASE: MARCH 25, 2013 d Refer ALL Inquiries to Procurement Officer: Mr. Lysle Robinson, Purchasing Analyst Departmental Purchasing Department of Management Services 4050 Esplanade Way, Suite 380-9X Tallahassee, FL 32399-0950 Telephone: (850) 410-1423 Fax: (850) 414-8331 lysle.robinson@dms.myflorida.com ITN No.: DMS-12/13-007 Page 1 of 47 TABLE OF CONTENTS SECTION 1- INTRODUCTORY MATERIALS 4 1.01 DEFINITIONS 4 1.02 BACKGROUND 4 1.03 OVERVIEW 5 1.04 TIMELINE 6 SECTION 2 - SPECIAL INSTRUCTIONS TO RESPONDENTS 7 2.01 AMENDMENTS TO THE SOLICITATION DOCUMENTS 7 2.02 BIDDERS CONFERENCE 7 2.03 QUESTIONS 7 2.04 ALTERNATE REPLIES 7 2.05 SPECIAL ACCOMMODATION 7 2.06 CONFIDENTIAL, PROPRIETARY OR TRADE SECRET MATERIAL 7 2.07 CERTIFICATION OF DRUG -FREE WORKPLACEPROGRAM 8 2.08 DIVERSITY 8 2.09 INAPPLICABLE PROVISIONS OF PUR 1001 GENERAL INSTRUCTIONS FOR RESPONDENTS 8 2.10 PRICE SHEET INFORMATION/INSTRUCTION ®INITIAL PRICING 8 2.11 RESPONSE SUBMITTAL 9 2.12 PASS/FAIL REQUIREMENTS (TAB 3) 10 2.13 RESPONSE EVALUATION CRITERIA (TAB 4) 11 2.14 REPLY EVALUATION AND NEGOTIATION PROCESS 14 2.15 DISCLOSURE OF RESPONSE CONTENTS 15 SECTION 3 - TECHNICAL SPECIFICATIONS 16 3.01 SCOPE OF WORK 16 3.02 LEASE PROCUREMENT PROCESS 17 3.03 TENANT BROILER EVALUATION 19 SECTION 4 - SPECIAL CONDITIONS 22 4.01 COMPLIANCE WITH LAWS 22 4.02 BACKGROUND CHECK 22 4.03 SUBCONTRACTING 22 4.04 DEFAULT 23 4.05 INTELLECTUAL PROPERTY 23 4.06 CONTRACT MANAGEMENT 24 4.07 CONTRACT TERM 25 4.08 PREFERRED PRICE 25 4.09 INAPPLICABLE PROVISIONS OF - PUR 1000 GENERAL CONTRACT CONDITIONS 25 4.10 E-VERIFY 25 4.11 SAVINGS 25 4.12 SCRUTINIZED COMPANIES LISTS 25 4.13 CONFLICT OF INTEREST 26 4.14 MYFLORIDAMARKETPLACE FEE 26 4.15 ALTERNATIVE CONTRACT SOURCE 26 SECTION 5 - GENERAL CONTRACT CONDITIONS (PUR 1000) 27 LIST OF ATTACHMENTS 28 ATTACHMENT 1-RESPONDENT'S CONTACT INFORMATION 29 ATTACHMENT 2 - CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM 30 ATTACHMENT 3 -NOTICE OF CONFLICT OF INTEREST 31 ATTACHMENT 4 - NON-COLL USIONAFFIDAVIT 32 ATTACHMENT 5 - STATEMENT OF NO INVOLVEMENT 33 ATTACHMENT 6-BUSINESS/CORPORATE REFERENCE 34 ATTACHMENT 7-ADDENDUM/AMENDMENT ACKNOWLEDGEMENT FORM 35 ATTACHMENT 8-SUBCONTRACTING 36 ITN No.: DMS-12/13-007 Page 2 of 47 ATTACHMENT 9 — COST SHEET 38 ATTACHMENT 10 — LIST OF LEASES 39 ATTACHMENT 11- CHECK LIST FOR COMPLETION 47 THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. d ITN No.: DMS-12/13-007 Page 3 of 47 SECTION 1— INTRODUCTORY MATERIALS 1.01 Definitions A. State Agency: means a unit of government that is required to seek approval from DMS prior to executing leasing actions. B. Consulting Services: The Department or a state agency may require additional real estate related consulting services. Upon request, the Broker will provide a scope of work, business strategies and pricing models related to relocation services, project management services, acquisition services, strategic consulting and other real estate consulting services identified in the reply or negotiation process and made part of the contract (i.e., financial services, facilities management services, lease v. buy analyses). C. Contract: means the legally enforceable agreement, if any, that results from this solicitation. The parties to the Contract will be DMS and the Contractor. D. Contract Administrator: means the Department employee who is primarily responsible for maintaining this Contract. E. Contract Manager: means the Department employee who is primarily responsible for overseeing the Party's performance of its duties and obligations pursuant to the terms of this Contract. F. Contractor: The Responsive Respondent who is awarded a Contract as a result of this solicitation. G. Division of Real Estate Development and Management (REDM): A division within the Department of Management Services. H. Department: The State of Florida, Department of Management Services. Also referred to in this document as "DMS" or "Department." 1. Procurement Officer: See Attachment B — PUR 1001 General Instructions to Respondents for definition. J. Project Manager: means an authorized representative employed by the Respondent to oversee the individual project. The Project Manager for each project will be identified on the purchase order. K. Respondent: See Attachment B — PUR 1001 General Instructions to Respondents for definition. L. Reply: means a type of Response specific to Invitations to Negotiate, as defined in PUR 1001 General Instruction to Respondents, submitted in response to this solicitation. M. State: The State of Florida and its agencies. 1.02 Background In accordance with chapter 255.249(6), Florida Statutes, the primary objective of this ITN is intended to identify brokers to assist and represent the Department and other state agencies in private sector leasing transactions. The State of Florida currently maintains a portfolio of approximately 13.5 million square feet in both state-owned and private sector Teased space and totaling approximately $237 million in occupancy costs. The State currently contracts with three (3) companies that assist the State in making more efficient and economical use of current and proposed private sector lease agreements. Specifically, the current vendors: (1) act as the State's tenant brokers to competitively negotiate and develop private sector lease agreements; (2) provide space management services using the State' s recommended space utilization standards; (3) provide tenant representation services for the State during the term of a lease from lease negotiation through tenant build out and move in; (4) help identify strategic opportunities for reducing ITN No.: DMS-12/13-007 Page 4 of 47 occupancy costs through the consolidation, relocation, reconfiguration, capital investment and the selling, building or acquisition of space; and (5) outline any additional real estate related services or concepts for adding value to the State's processes. This also includes, as needed, evaluations of possible energy efficiency solutions and savings. As of December 1, 2012, the current contract has provided $6.8 million dollars in compensation to the tenant brokers. It is anticipated that the contract will close out with a final payment of between eight and nine million dollars. 1.03 Overview The Department is interested in entering into a Contract(s) with vendor(s) for services identified in this solicitation. The term of the Contract will be five (5) years with five (5) years of renewal available. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 5 of 47 1.04 Timeline Listed below are important dates/times during which actions must be taken or completed. If the Department finds it necessary to update any of the dates/times noted, it will be accomplished by an amendment to this solicitation. All times listed below is Eastern Standard Time (EST) in Tallahassee, Florida. DATE TIME ACTIVITY 03/25/13 Release of Solicitation 04/25/13 2:00 — 4:00 p.m. Respondents Conference — Room 152, Betty Easley Conference Center, 4075 Esplanade Way, Tallahassee, FL 05/08/13 12:00 p.m. Questions Due 05/13/13 Anticipated date Answers to Questions are posted on the Vendor Bid System 05/30/13 3:00 p.m. Replies Due/Opening 06/10/13 Anticipated date evaluations will commence 06/19/13 Anticipated date Department will post the list of vendors in the competitive range that the Department will negotiate 06/24/13 — 07/03/13 Negotiations commence 07/10/13 1:00 — 5:OOp.m. Public Meeting — Negotiation Team's Award Recommendation. 4050 Esplanade Way, Room 315K, Tallahassee, FL 07/15/13 Anticipated posting of award on Vendor Bid System 08/01/13 Anticipated Date of Contract(s) Execution 12/01/2013 Anticipated Contract(s) Start Date ITN No.: DMS-12/13-007 Page 6 of 47 SECTION 2 — SPECIAL INSTRUCTIONS TO RESPONDENTS The PUR 1001 is incorporated by reference and may be viewed at the following link: http://www.dms.myflorida.com/business_operations/state purchasing/documents forms references resources/purc hasing forms 2,01 Amendments to the Solicitation Documents Respondents can locate amendments to the solicitation documents on the Florida Vendor Bid System (VBS) at http://vbs.dms.state.fl.us/vbs/search.criteria_form, by selecting "Department of Management Services" in the "State agency" drop down box. Each Respondent is responsible for monitoring the VBS for new or changing information. 2.02 Respondents Conference There will be a Respondents' Conference on the date and location specified in section 1.04. During the Respondents' Conference Department staff may informally / verbally answer questions. However, only answers to questions provided as specified in section 2.03 below will be binding. Attendance at this conference is not mandatory. 2.03 Questions Respondents shall address all questions regarding this solicitation, including issues with the terms and conditions of the solicitation, during the question phase of the solicitation in writing to the Procurement Officer, identified on the cover sheet of this solicitation. (See PUR 1001 - General Instructions to Respondents, Section 21 Limitation on Vendor Contact with State agency during Solicitation Period.) The Department will post answers to questions on VBS, as an amendment to this solicitation, on the date specified in Section 1.04. The Respondent shall advise the Department in writing during the question phase of any and all discrepancies between these procedures and the Respondent's specific procedures. 2.04 Alternate Replies Alternate replies and exceptions to this solicitation are not permitted. Including alternate replies or exceptions to this solicitation in any Reply may result in the Reply being deemed non -responsive. 2.05 Special Accommodation Any person requiring a special accommodation at Departmental Purchasing because of a disability should call Departmental Purchasing at (850) 488-1308 at least five (5) workdays prior to the scheduled event. If the accommodation is related to hearing or speech impairment, please contact Purchasing by using the Florida Relay Service at (800) 955-8771 (TDD). 2.06 Confidential, Proprietary, Or Trade Secret Material The Department takes its public records responsibilities, as provided under chapter 119, Florida Statutes and Article I, Section 24 of the Florida Constitution, very seriously. If Respondent considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to chapter 119, Florida Statutes, the Florida Constitution or other authority, Respondent must also simultaneously provide the Department with a separate redacted copy of its Reply and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy ITN No.: DMS-12/13-007 Page 7 of 47 shall contain the Department's solicitation name, number, and the name of the respondent on the cover, and shall be clearly titled "Redacted Copy." The Redacted Copy shall be provided to the Department at the same time Respondent submits its Reply to the solicitation and must only exclude or obliterate those exact portions which are claimed confidential, proprietary, trade secret or otherwise not subject to disclosure. The Respondent shall be responsible for defending its determination that the redacted portions of its Reply are confidential, proprietary, trade secret or otherwise not subject to disclosure. Further, Respondent shall protect, defend and indemnify the Department for any and all claims arising from or relating to Respondent's determination that the redacted portions of its Reply are confidential, proprietary, trade secret or otherwise not subject to disclosure. If Respondent fails to submit a Redacted Copy with its Reply, the Department is authorized to produce the entire documents, data or records submitted by Respondent in answer to a public records request for these records. 2.07 Certification of Drug -Free Workplace Program The State supports and encourages initiatives to keep the workplaces of Florida's suppliers and contractors drug -free. Section 287.087, Florida Statutes, provides that, where identical tie proposals are received, preference shall be given to a proposal received from a Respondent that certifies it has implemented a drug - free workforce program. If applicable, Respondent shall sign and submit the attached "Certification of Drug -Free Workplace Program" form to certify that the Respondent has a drug -free workplace program. The Contractor shall describe how it will address the implementation of a drug -free workplace in offering the items of bid. 2.08 Diversity Florida is a state rich in its diversity and is dedicated to fostering the continued development and economic growth of small, minority, women and service -disabled veteran owned business enterprises in the State of Florida. Participation of a diverse group of vendors doing business with the State is central to our effort. To this end, it is vital that small, minority, women and service -disabled veteran owned business enterprises participate in the State's procurement process as both prime contractors and subcontractors under prime contracts. Small, minority, women and service -disabled veteran owned businesses are strongly encouraged to submit replies to this solicitation. 2.09 Inapplicable Provisions of PUR 1001 General Instructions for Respondents The following are not applicable: A. Section 3. Electronic Submission of Responses Responses shall be submitted in accordance with section 2.11 of this solicitation. B. Section 5. Questions Question's shall be submitted in accordance with Section 2.03 of this solicitation. 2.10 Price Sheet Information/Instruction — Initial Pricing The Respondent shall return the price sheet(s) with its Reply to this solicitation. The price sheet(s) shall identify the name of the Respondent, date of submission and shall bear the signature of a Business/Corporate Representative (who is authorized to bind the Respondent) to the submitted prices. The price sheet(s) shall be returned under TAB 5 (Attachment 9) of the Response Submittal. By submitting a Reply under this solicitation, each Respondent warrants its agreement to the prices submitted. Any qualifications, counter offers, deviations or challenges may render the bid non -responsive. ITN No.: DMS-12/13-007 Page 8 of 47 The Respondent shall indicate NO BID if not bidding on a particular service(s). A. The Respondent shall price all items on the price sheet(s). Failure to price all items shall deem the Respondent non -responsive. If zero is entered on the price sheet, the Respondent shall make a notation at the bottom of the Price Sheet(s) indicating the intent of the zero. If no notation is made which indicates the intent of the zero at the bottom of the price sheet(s), the Department will assume that the service(s) or item(s) bid will be at no cost to the Department. B. The Respondent shall print and sign the completed price sheet(s). C. The Respondent will save an electronic version of its completed price sheet on a CD-ROM and submit with its Reply (see 2.11, B. 3.). All price sheet calculations will be verified for accuracy by the Department. If mathematical error(s) in a Respondent's price sheet(s) calculations are identified, unit prices submitted by the Respondent will be used to determine the total price for that Respondent. Price proposal points will be awarded based on Department verification, and if applicable, corrected price sheets. Department -corrected price sheets will be made available upon written request. 2.11 Reply Submittal Responses should be prepared simply and economically, providing a straightforward, concise description of the Respondent's ability to provide the solution sought by the solicitation. Excessive information distracts readers from focusing on essentials. When responding to specific questions, please reprint each question in its entirety before the response. The Reply shall be limited to a page size of eight and one-half by eleven inches (81/2" x 11 "), unless otherwise indicated. Type size shall not be less than a 12-point font. Bindings and covers will be at the Respondent's discretion. However, elaborate notebooks/hard back binders are discouraged. Unnecessarily elaborate brochures, artwork, expensive paper and expensive visual and other presentation aids are neither necessary nor desired. The overall Reply must be written in a concise manner, which is conducive to effective evaluation and product selection. The Respondent may not apply any conditions to any aspect of the solicitation (see Section 2.04). The only recognized changes to the solicitation prior to the opening will be by written amendments issued by the Department. Evaluators will award points for Qualifications and Business Plan based on the detailed Replies. See section 2.13 below. Therefore, Respondents should elaborate and provide clear descriptions in their Replies. A. The Respondent shall organize each Reply as follows: TAB 1 A cover letter on the Respondent's letterhead with the following information: a) Name and headquarters location of the Respondent. b) Primary location from where the work will be executed. ITN No.: DMS-12/13-007 Page 9 of 47 TAB 2 Completed Attachments 1— 7. TAB 3 Pass / Fail Requirements As indicated in Section 2.12. TAB 4 Reply Evaluation Criteria As indicated in Section 2.13. TAB 5 Price Sheet(s) As indicated in Section 2.10. B. The Respondent shall submit: 1. One (1) original version of the Reply, including pricing sheet with ten (10) copies. 2. One (1) scanned copy (.pdf) of the entire Reply, including price sheet on a CD-ROM. 3. One (1) REDACTED scanned copy of the Reply, including pricing sheet, if applicable (see Section 2.06). Sealed packages to be delivered shall be clearly marked on the outside of the package with the Respondent's company name, and solicitation number. Submitted hardcopies contained within the sealed packages shall be clearly marked with the Respondent's company name, and solicitation number. Respondents are responsible for submitting Replies to the Procurement Officer by the date and time specified in Section 1.04 of the solicitation. The Department shall not consider late Replies. 2.12 Pass / Fail Requirements (TAB 3) The Respondent must satisfy the requirements listed below. By submitting a Reply the Respondent certifies that it either meets or exceeds the requirements below. The Respondent shall place this information under TAB 3 of its Reply. A. The Reply is received by the date/time indicated in Section 1.04 of the solicitation. B. Convicted Vendor List The Respondent has not been disqualified from the public contracting and purchasing process in accordance with section 287.133(3)(d), Florida Statutes. C. Suspended Vendor List The Respondent has not been removed from the Department's vendor list pursuant to rule 60A- 1.006(2), Florida Administrative Code; neither is the Respondent currently under suspension or debarment by the State or any other governmental authority. D. MyFloridaMarketPlace Registration The Respondent is registered in MyFloridaMarketPlace. Respondents desiring to sell commodities or contractual services to the State are required by rule 60A-1.030, Florida Administrative Code, to register in MyFloridaMarketPlace. Also see Attachinent A — PUR 1000 General Contract Conditions. E. The Respondent is authorized to do business in the State The Respondent shall provide the Department copies of its Articles of Incorporation. ITN No.: DMS-12/13-007 Page 10 of 47 NOTE: Pursuant to section 607.1503(1), Florida Statutes, out-of-state corporations are required to obtain a Florida Certificate of Authorization from the Florida Department of State, Division of Corporations, to transact business in the state of Florida. The Respondent agrees to attain such authorization within seven (7) business days of notice of award, should the Respondent be awarded. Website: www.sunbiz.org 2.13 Reply Evaluation Criteria (TAB 4) An Evaluation Team will be established to review and evaluate Replies received for this solicitation. For the purposes of evaluation, scoring and ranking, Replies are divided into three categories. The following shows the maximum number of points that may be awarded by category. (See PUR 1001 — General Instructions to Respondents, Section 15. Clarifications/Revisions.) The Respondent shall insert this information from this section under TAB 4 of its response submittal. The following criteria will be used by evaluators to evaluate Replies. TAB 4 — PART A Qualifications (Maximum 40 points) Category 1 consists of four (4) parts; company profile, proposed project team, proposed sub -contractors and corporate references. Each section contains the minimum amount of information needed to accurately access the Respondent's ability to perform. Please provide detailed documentation that supports each section. (1) Company Profile (0-10 points) This section profiles the organization and status of the companies that may perform the Contract. a. Provide company's legal name, date incorporated and state of incorporation (if not incorporated, indicate date started in business and type of business, e.g., sole proprietorship, partnership, etc.). b. Provide federal identification number and unemployment compensation number. c. Describe company organization and, if applicable, relationships with subsidiaries, parent corporations and affiliates or other related companies; include organization charts and details concerning facilities that serve markets/areas within Florida. d. Describe company's principal type of business. e. Document company's insurability and bonding capacity. f. If the Respondent proposes to use any subcontractors, it must describe its experience as a prime contractor managing subcontractors, and its plan to manage and coordinate any proposed subcontractors. g. If Respondent has defaulted on a contract, or had a contract terminated for cause, within the past five years, describe in detail. h. Certify that company is not delinquent paying taxes to the federal government, the State, or any governmental authority, describe in detail. ITN No.: DMS-12/13-007 Page 11 of 47 i. If company has filed for bankruptcy protection within the past five years, or is currently in the process of filing or planning to file for bankruptcy protection or financial restructuring or refinancing, describe in detail. j. If entering into the Contract would give rise to an apparent or actual conflict of interest, describe in detail. k. If company has any pending or threatened litigation by or against the State, or any other governmental authority, describe in detail. (2) Company Qualifications, Project Team and Subcontractors (0-20 points) The Respondent shall provide the minimum following information in each of the four (4) areas listed below to support Respondent's qualifications and experience a) Company History and Experience - Summarize the company's history and experience performing similar services for public entities (or similar private organizations), including number of years of service. Specify which areas within Florida where the history and experience apply. b) Provide examples of similar work experience. In addition to overall company experience, focus on the experience of the individuals you propose to assign to the project. c) Demonstrate in detail whether the experience is similar to what is requested in this solicitation, and whether the organization for which the services were provided is comparable to the State in terms of its nature, size, mission and diversity. Include the number of current similar contracts, and the specific services provided under each contract. For each current similar contract, provide the name of a contact person, with address and telephone number. Supply references from three other clients that you deem most representative of your ability to perform this Contract. d) Current Contracts - Submit a list of current contracts of similar size and scope wherein the Respondent has provided services as a Contractor, subcontractor or partner. The list shall also contain the name, contact name and address, telephone number and e-mail address of the entity who received the services from the Respondent. Also, the listing will include a detailed description of the services provided to the identified customer. Consideration shall be given to the duration of such contracts, the volume of services and the quality of services provided. e) Project Team - Provide a listing of each team member that the Respondent will be using to provide the services. The listing shall provide the team member's name, title and years of services with Respondent; and resume with a description of the duties and responsibilities of each identified team member. f) Subcontractors - At the time the ITN Response is submitted, firms will declare their known subcontractors. Provide information for each subcontractor expected to perform services for the State as part of the Contract by utilizing Attachment 8. (3) Business / Corporate References (0-10 points) The Respondent shall furnish a minimum of three (3) business/corporate references with their Reply, utilizing the form provided as Attachment 6 of this solicitation to support the requirements of the Business/Corporate Experience. In order to qualify current experience, services described by corporate references shall be ongoing or shall have been completed within the sixty (60) months preceding the issue date of this solicitation. ITN No.: DMS-12/13-007 Page 12 of 47 References should be directly relevant to the services in the solicitation. References that do not support the service delivery experience may be rejected, along with any incomplete Business / Corporate Reference forms. References will not be accepted from: • Current employees of the Department. • Former employees of the Department within the past three (3) years. • Persons currently or formerly employed by the Respondent's organization. • Board members of the Respondent's organization. • Relatives. • Corporations based solely in a foreign country. • A member of the Respondent's organization, who has written, completed and submitted the form on behalf of the reference. TAB 4 — PART B: Business Plan (Maximum 50 Points) Provide a detailed narrative description of how the Respondent plans to meet the Department's needs as set forth in Section 3.01, Scope of Work, of this solicitation package. Describe and identify the current and planned resources and employees to be assigned to the project. Please describe how resources will be deployed in the selected areas. Please include a 90-day ramp -up and training plan as part of your Reply. Provide suggestions for both state agency and tenant leasing performance measures which may be considered in the final contract as well as clear documentation substantiating your ability to perform. TAB 5- Earned Commission (Maximum 10 points) Provide a detailed description of the Respondent's compensation structure for performing these services. With respect to tenant broker transaction services, compensation will be as indicated in the table below. ACTION Percent Charged Years 1-10 Percent Charged Years 11 and over NEW LEASES % of rent to be paid over the initial term of the lease (up to 10 years) plus a percentages of rent to be paid over the initial term of the lease for years 11 and beyond 4% 2% LEASE RENEWALS, EXTENSION OR MODIFICATIONS % of the rent to be paid over the renewal term 2% 2% WAREHOUSE OR STORAGE SPACE LEASES % of the sum of the annual rent to be paid over the initial term of the lease 2% 2% ITN No.: DMS-12/13-007 Page 13 of 47 With respect to all other services (e.g., space management services, general real estate consulting services), compensation should be stated in terms of hourly rates or set fees for service(s) by title of individual performing the services. The Procurement Officer will be responsible for calculating and awarding points for price in accordance with the follow evaluation criteria: Points will be awarded based on total ranking of the following two (2) items in Attachment 9; ✓ Respondents are required to provide a specific number of annual service credit hours to the department at the start of the contract and each year thereafter for the duration of the contract and ✓ Respondents are required to provide service credit hours for every real estate transaction conducted under this contract. The dollar rate bid will be per hour for each commission dollar paid. These credit hours will be used throughout the duration of the contract to provide services to state agencies in lieu of actual payment for those services. Agencies will request service hour quotes from brokers for needed non-commissionable services and DMS will approve/disapprove use of the credit hours. The Respondent with the lowest ranking will receive ten (10) points. Each additional Respondent will be awarded a percentage of the ten (10) points relative to the next lowest ranking (Lowest ranking/each additional Respondents ranking x 10 (ten) points = points awarded). 2.14 Reply Evaluation and Negotiation Process Using the ranking of the evaluation criteria specified above, in accordance with section 287.057, F.S., in order to establish a competitive range of replies reasonably susceptible of award, the Department will evaluate and rank the replies and, at the Department's sole discretion, proceed to negotiate with Respondent(s) as follows: A. The highest ranked Respondent(s) will be invited to negotiate a Contract. Respondents are cautioned to propose their best possible offers in their initial Reply as failing to do so may result in not being selected to proceed to negotiations. If necessary, the Department will request revisions to the approach submitted by the top -rated Respondent(s) until it is satisfied that the contract model will serve the State's needs and is determined to provide the best value for the State. B. The Department reserves the right to negotiate with any or all responsive and responsible Respondents serially or concurrently, to detetntine the best -suited solution. The ranking of Replies indicates the perceived overall benefits of the proposed solution, but the Department retains the discretion to negotiate with other qualified Respondents as deemed appropriate. C. Before award, the Department reserves the right to seek clarifications, to request Reply revisions, and to request any information deemed necessary for proper evaluation of Replies. Respondents that proceed to negotiations will be required to make a presentation / demonstration, and may be required to provide additional references, an opportunity for a site visit, etc. The Department reserves the right to require attendance by particular representatives of the Respondent. Any written summary of presentations or demonstrations provided by the Respondent shall include a list of persons attending on behalf of the Respondent, a copy of the agenda, copies of all visuals or handouts, and shall become part of the Respondent's Reply. Failure to provide requested information may result in rejection of the Reply. D. As part of the negotiation process, the Department may check references provided to obtain independent verification of the information provided in the Reply and to assess the extent of success of the projects associated with those references. The Department also reserves the right to ITNNo.: DMS-12/13-007 Page 14 of 47 contact references not provided by the Respondent. Respondents may be requested to provide additional references. The results of the reference checking may influence the final negotiation and selection of the Contractor. E. The focus of the negotiations will be on achieving the solution that provides the best value to the state based upon the selection criteria and the requirements of this solicitation. The selection criteria include, but are not limited to, the Respondent's demonstrated ability to effectively provide the services, technical proposal and price. The Department reserves the right to utilize subject matter experts, subject matter advisors and multi -state agency or legislative advisors to assist the negotiation team with finalizing the selection criteria. The negotiation process will also include negotiation of the terms and conditions of the Contract. F. In submitting a Reply a Respondent agrees to be bound to the terms of Section 5 — General Contract Conditions (PUR 1000) and Section 4 — Special Contract Conditions. Respondents should assume those terms will apply to the final Contract, but the Department reserves the right to negotiate different terms and related price adjustments if the Department determines that it provides the best value to the State. G. The Department reserves the right to reject any and all Replies if the Department determines such action is in the best interest of the State. The Department reserves the right to negotiate concurrently or separately with competing Respondents. The Department reserves the right to accept portions of a competing Respondent's Reply and merge such portions into one project. The Department reserves the right to waive minor irregularities in replies. H. At the conclusion of negotiations, the Department will issue a written request for best and final offer(s) (BAFOs) to one or more of the Respondents with which the negotiation team has conducted negotiations. At a minimum, based upon the negotiation process, the BAFOs must contain: • A revised Statement of Work; • All negotiated terms and conditions to be included in Contract; and • A final cost offer. The Respondent's BAFO will be delivered to the negotiation team for review. Thereafter the negotiation team will meet in a public meeting to determine which offer constitutes the best value to the state based upon the selection criteria. The negotiation team will ensure that the recommended vendor will provide the services in accordance with the requirements of section 255.25 (h), Florida Statutes. I. The Department does not anticipate reopening negotiations after receiving the BAFOs, but reserves the right to do so if it believes doing so will be in the best interests of the State. 2.15 Disclosure of Replies All documentation produced as part of this solicitation shall become a public record of the Department and may not be removed by the Respondent or its agents or be returned. The Department shall have the right to use any or all ideas or adaptations of the ideas presented in any Reply. Selection or rejection of a Reply shall not affect this right. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITNNo.: DMS-12/13-007 Page 15 of 47 SECTION 3 — TECHNICAL SPECIFICATIONS 3.01 Scope of Work Generally - In accordance with chapter 255.249(6), Florida Statutes, the primary objective of this ITN is intended to identify brokers to assist and represent the Depaitiuent and other state agencies in private sector leasing transactions. Contractors will be responsible for providing the state agencies with: real estate transaction management services, to include but not be limited to: document creation and management, lease negotiation and renegotiation, facility planning, construction oversight, and lease closeout, state agency real estate business strategies, pricing models related to relocation services, project management services, acquisition services, strategic consulting and other real estate consulting services identified in the reply or negotiation process and made part of the Contract (e g , financial services, facilities management services, lease v. buy analyses). Contractors shall: 1. Act as the state's tenant broker, to competitively solicit, negotiate and develop private sector lease agreements; 2. Monitor landlord build -out on behalf of state agencies; 3. Provide space management services, using the required space utilization standards; 4. Provide tenant representation services for state agencies during the term of a lease; 5. Identify and evaluate as directed strategic opportunities for reducing occupancy costs through consolidation, relocation, reconfiguration, capital investment, selling and/or the building or acquisition of space; and 6. Provide requested related real estate consulting services. Section 255.25(g) and (h), Florida Statutes, is hereby incorporated into this ITN by reference. Respondents agree to comply with all terms and conditions therein. In providing the services, Contractors will also conduct related market analyses and audits, manage public records appropriately, and possess certain real estate licenses as identified below. A. Market Analysis - As appropriate, Contractors will also provide a market rate analysis by class of building as established by Building Owners and Managers Association (BOMA) (e.g., A,B,C space) and by type of space (e.g. office, industrial, warehouse) for each market within the Contractor's designated area of responsibility. Contractors should delineate the "market" consistent with industry practice. Contractors will be responsible for assessing transactions based on geographical, economic and space considerations to obtain the best possible teiuis on behalf of the State. B. Audits - Contractors will be responsible for completing audits of the State's existing private sector leases to identify opportunities by market for negotiating more favorable terms, reducing cost, maximizing efficiencies, and for potential consolidation, relocation, reconfiguration, capital investment and building, selling or acquisition of space. If an state agency or the Department determines that relocation is in the best interest of the State, Contractors will identify and recommend adequate relocation services. If the State vacates space, Contractors will be responsible for identifying cost savings opportunities, including assigning or subleasing space to other entities. C. Public Records - In accordance with chapter 119.071, Florida Statutes, building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, which depict the ITN No.: DMS-12/13-007 Page 16 of 47 internal layout and structural elements of a building, arena, stadium, water treatment facility, or other structure owned or operated by an state agency are exempt from section 119.07(1) and. section 24(a), Art. I of the State Constitution. Contractors are required to ensure the confidentiality of these documents and must ensure their security for the duration of the contract, including their use by any subcontractor. D. Real Estate Licenses (Other States) - The State of Florida does have business offices located outside the state. As such, although not a pass / fail requirement of this ITN, Contractors are strongly encouraged to possess real estate licenses in the following states: California, Georgia, Illinois, New Jersey, Pennsylvania, Texas, and Washington D.C., or provide a statement that they will subcontract for these services with a licensed firm should they be requested to negotiate leases in those states. Regardless of what is provided above, all Contractors or subcontractors shall have all licenses required by whichever jurisdiction the services are being provided. E. Contractor shall assist and cooperate with the State agency in defending any legal challenge to a procurement made pursuant to this contract. This shall be done at no charge to the State agency. 3.02 Lease Procurement Process Listed below is the current State agency lease process. The Department anticipates implementing a tenant broker model similar to the current lease process in the Contract. However, the Department may consider other solutions that provide greater value than the current model. State agency Need 1) State agency submits Request for Space Need (RSN) via the internet to DMS. The Space Allocation Worksheet is submitted via email to REDM, Bureau of Leasing. 2) DMS determines if space is available in a state-owned building or with adversely affected landlords. 3) If no state-owned space is available the RSN is approved and an email is sent to the selected Contractor and State agency. 4) Contractor receives a purchase order from the state agency to contractually begin broker services. Procurement 1) Contractor meets with state agency to determine requirements and specifications. 2) Contractor conducts and documents market survey. Contractor and state agency set geographical boundaries and identify potential sites. Contractor provides state agency preliminary market study in the area desired. Contractor helps identify any other potential markets suited for the state agency (county or local government owned, etc.). 3) Contractor, in conjunction with the state agency, identifies the correct procurement method. In conjunction with the state agency, the Contractor prepares and assembles the formal bid packages or quote submittal packages (QSP) for review and approval by the state agency. 4) State agency and/or Contractor advertise the need for space with requirements. 5) State agency and/or Contractor distributes bid or quote package to potential landlords as directed by the state agency. Contractor will participate in bidder's conferences if one is scheduled. ITN No.: DMS-12/13-007 Page 17 of 47 6) Completed bid or quote package is submitted by the landlords to the state agency. State agency determines responsiveness of the submitted packages. 7) Contractor reviews completed bid/quote packages and provides a written synopsis of each bid received to determine its adherence with the bid criteria and its merit and responsiveness to the needed criteria. Contractor will recommend bidders that the state agency should move forward in the evaluation process. The state agency will make the final determination if a bid is deemed responsive or not. 8) Contractor will perform an initial evaluation of the sites, arrange and schedule the site visits with the state agency evaluation team members and the proposers. Contractor will create an Evaluator Site Tour Package for each potential site that contains at a minimum the synopsis of the property to be viewed. 9) Contractor will provide an updated market analysis to departmental leasing staff based on proposals received. 10) After site evaluations and final scoring, the Contractor state agency shall provide a written summary of all properties to the recommended bidder with whom the users should award in accordance with the selected criteria. 11) Contractor will begin negotiations with proposer(s) and shall provide periodic updates on the status of ongoing negotiations. 12) At the conclusion of negotiations Contractor shall recommend the best proposer and document the savings achieved related to the final lease actions (compare current location, and preliminary offer, current market rates, cost per square foot savings, etc.). 13) State agency posts intent to award the bid at the location stated in the bid package. Quote packages are not posted. 14) Contractor will provide notification to landlords that were not awarded. Lease Execution 1) The state agency, Contractor and landlord will sign the commission agreement. 2) State agency and/or Contractor prepare lease documents. Contractor reviews lease documents for accuracy of negotiated terms and conditions. Contractor/state agency sends lease to landlord for signature. Landlord returns signed lease. State agency executes and forwards signed lease to DMS for approval and execution. 3) State agency and Contractor acquire space planning and construction documents and verifies plans are submitted to the State Fire Marshal. Contractor verifies that landlord has submitted final plans to Fire Marshal. 4) Fire Marshal sends approval to the state agency and the state agency forwards that approval to DMS. 5) The lease is signed by the state agency, landlord and DMS. 6) The landlord submits a check for 1/a of the commission to the agency. The Contractor invoices the state agency for that portion of the commission payment. ITN No.: DMS-12/13-007 Page 18 of 47 Build Out/Move In 1) The landlord, state agency and Contractor work on drafting floor plans. 2) The Contractor works with the landlord and provides the state agency periodic construction updates. 3) The landlord and state agency receive a Certificate of Occupancy and the state agency moves in. 4) The landlord submits a check for remaining commission to the state agency. The Contractor invoices the state agency for the final commission payment. 3.03 Contractor Performance Evaluations During the term of the Contract, agencies are strongly encouraged to evaluate the Contractor's performance for each lease transaction using either the Department's standard evaluation form, or develop a similar, standard process to review the Contractor's performance. The Department's current Contractor evaluation form can be viewed at: http://www.dms.myflorida.com/business operations/real estate development managemen t/facilities management/lease management/state state agency leasing liaisons/pre approved_lease management_foiuis The Department will use a similar form and process to evaluate Contractor performance under the Contract. A. Deliverables 1. Lease Transactions The Contractor and each State Agency shall create specific deliverables for each lease transaction and specify the required minimum level of services and criteria that will be used for evaluating successful completion of each deliverable. Deliverables for each lease transaction include but are not limited to the following: a. Contractor will compare and document current location, preliminary offer, cost per square foot savings, etc. b. Contractor will assist State Agency with space planning and execution requirements. c. Contractor shall provide project milestones and completion dates. d. Contractor shall attend space planning and construction meetings. e. Contractor will provide weekly updates of facilities progress. f. Contractor will ensure building specifications and requirements are achieved as requested. g. Contractor will conduct lease transaction service close out review with the State Agency . This close out package should clearly outline all options offered to the State Agency and the State Agency's response to those options and show the cost benefit of each action against the final award action. ITN No.: DMS-12/13-007 Page 19 of 47 h. Contractor will take the state agency's designated site boundaries and make a deteiinination if ample competition exists in those boundaries to meets the agencies requirements. If not, Contractor will recommend boundaries that could provide the ability to obtain the most competition. j• Contractor will determine and validate the state agency's primary criteria and the scoring methodology used for the selection of an "award." Contractor should make recommendations for changes if needed and provide guidance on items that could lead to potential protests. Contractor will gather information from the state agency on needs and desires related to lease negotiation actions (terms, tenant improvements, etc.) and make recommendations based on the value of those issues. Contractor overall satisfaction is based on all the factors that make the deal better for the State while being a great partner with the state agency. k. Contractor will provide an initial pre-solicitation/pre-negotiation summary of present market rates, vacancy and absorption rates along with a Preliminary Market Analysis (information on available buildings, cost, size, occupancy) for the area under the solicitation. 1. Contractor will provide the state agency a list of state-owned and other state agency -leased real property, utilizing FACT and SOLARIS information with recommendations indicating costs savings for relocation to those buildings. m. Identify preliminary courses of action for the requested lease action (extend, renew, QSP, ITB, RFP, ITN, state space, stay in place, etc.) with a pro and con assessment for each option and total projected cost per occupant, annual rent, Work Smart numbers for each potential action. n. Contractor will summarize the lease action and how it relates to the DMS Master Lease Report & Strategic Leasing Plan and the state agency's Annual Co -Location Plan and make recommendations for lease action(s) to the state agency based on those documents. o. If appropriate, Contractor will draft, review and recommend lease terms that vary from DMS approved forms for the requested lease action. P. q• Contractor will review and provide recommendations for, or actually draft, the procurement documents for the state agency at the state agency's direction. Contractor will distribute the procurement documents and associated notices as directed by the state agency. r. Contractor will review and provide recommendations for and/or draft the formal state agency responses to procurement responder questions. s. Contractor will participate in bidder's conference and/or meetings, either attending in person or by phone. t. Contractor will provide a written synopsis of each bid received to determine its adherence with the bid criteria, its merit and responsiveness to the needed criteria. The state agency will make the final determination if a bid is deemed responsive or not. u. Contractor will perform a detailed written evaluation of all bids deemed responsive and make recommendations regarding landlords with whom the state agency should move to the next phase of evaluation (site visits). ITN No.: DMS-12/13-007 Page 20 of 47 v. Contractor will provide the state agency with a written synopsis and evaluation of all renegotiation/modification terms and conditions from the lessor. Contractor will provide an updated Market Analysis based on proposals received. w. Contractor will perform an initial evaluation of sites, arrange and schedule the site visits with the state agency evaluation team members and the landlords. Contractor will create an Evaluator Site Tour Package for each evaluator that contains a synopsis of each property to be viewed. x. Synopsis of each property to be viewed. The synopsis will include, but not be limited, an analysis of BOMA, age, cost, etc. y. Contractor will provide updated market analysis to departmental leasing staff based on proposals received. z. Contractor shall act as lease negotiator and improve terms from proposal to completion. aa. Contractor will provide weekly updates on status of all negotiation activities either in writing or by email with anticipated dates for completion of negotiation activities. bb. After state agency provides final scoring of responses, the Contractor shall provide written summary of all properties with a recommended bidder to whom the users should award in accordance with the selected criteria. Contractor shall document the savings achieved related to the final lease action (compare current location, and preliminary offer, current market rates, cost per square foot savings, etc.) cc. Contractor shall notify landlords not selected for negotiation or eliminated from further consideration. dd. Contractor and state agency, in combination with the awarded lessor, shall fully execute Commission Agreement. ee. Contractor shall review and provide recommendations for, or actually draft, the lease or the lease modification document for the state agency. ff. At the state agency's direction the Contractor shall route the lease documents to ensure complete execution. gg. Contractor must respond in a timely fashion to all activities and requests. 2. Master Contract The Contractor will provide monthly deliverables in the foil of report(s) for the duration of the Contract as listed below: a. A monthly transaction report outlining each active transaction, showing details of the transaction (state agency, square footage, city, etc.) and the current status of the transaction; b. Monthly credit hour report showing the credit hours earned and used and the details of the transaction(s) that either earned the credits or used the credits. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 21 of 47 SECTION 4 — SPECIAL CONTRACT CONDITIONS This section serves in conjunction with Attachment A - PUR 1000 General Contract Conditions. 4.01 Compliance with Laws 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. By way of non -exhaustive example, Chapter 287 of the Florida Statutes, and Chapter 60A-1 of the Florida Administrative Code, governs the Contract. By way of further non - exhaustive example, the Contractor shall comply with Section 247A(e) of the Immigration and Nationalization 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 such laws shall be grounds for Contract termination. 4.02 Background Check The Contractor shall ensure that background history checks, including criminal history, are conducted on all current and newly -hired employees, including all subcontractor employees, prior to the employee or subcontractor providing Dependent Eligibility Verification services under the Contract. All employees and subcontractors of Contractor providing services per this contract are considered to be persons of special trust and shall therefore undergo a Level II background screening by the Department's Inspector General. The Florida Department of Law Enforcement and Justice Department fees for this screening are the responsibility of the Contractor. The Contractor shall not allow any employee or subcontractor employee to assist in the providing of services under the Contract if the background checks indicate that the employee fails to meet the qualification standards established for certain State employees pursuant to Section 435.04(2), Florida Statutes. The Contractor shall require all of its employees and all subcontractor employees to report to the Department any criminal matter that employee has been involved in, whether it is an arrest, charge, indictment, information, conviction, plea of guilty or plea of no contest, regardless of whether adjudication is withheld as soon as reasonably possible, and in no event later than two business days, of such incident. The Department shall have the right to audit compliance with this Section at any time, and Contractor and its Subcontractors shall cooperate with this audit process. 4.03 Subcontracting The Contractor shall be fully responsible for all work performed under the Contract resulting from this solicitation including but not limited to planning, managing, implementing, operation, supporting, and warranties if applicable. If the Contractor needs to subcontract for any services (other than those already outlined in its reply) the Service Provider shall submit a written request to the Department' s Contract Manager. The written request shall include, but is not limited to, the following: A. The name, address and other information identifying the subcontractor; B. A description of the services to be performed by the subcontractor and why the Contractor is unable to perform this service; C. Time of performance of the identified service; D. A description of how the Contractor plans to monitor the subcontractor's performance of the identified services; ITN No.: DMS-12/13-007 Page 22 of 47 E. Certification by the Contractor that the subcontractor has all licenses and has satisfied all legal requirements to provide the Services per the Contract. Also, the Contractor shall certify that the subcontractor is approved by the Florida Department of State to transact business in the State of Florida; F. Certification by the Contractor that the subcontractor has successfully engaged in the identified business for a specified period of time, has successfully completed work comparable in scope and specification to that required by the resultant contract, and is qualified both technically and financially to perform services via a subcontract. G. A copy of the written subcontract agreement; and H. Acknowledgement from the subcontractor of the Contractor's contractual obligation to the Department and that the subcontractor agrees to comply with all terms and conditions of the Contract. This includes but not limited to the PUR 1000 General Contract Conditions, Section 35, Insurance Requirements. All subcontractors must be approved in writing by the Department' s Contract Manager before the subcontractor is authorized to subcontract. The Contractor is solely responsible for insuring that the subcontractor performs as specified in the Contract. The Contractor's use of a subcontractor not identified in its reply or approved by the Department's Contract Manager as provided above shall constitute a breach of Contract. During the term of the Contract, and subject to prior written approval of the Department's Contract Manager (i.e., approval before services are provided by a subcontractor), subcontractors may be substituted or added. 4.04 Default Failure to adhere to Contract terms and conditions may be handled in accordance with Rule 60A-1.006, F.A.C. The Department may take any other actions deemed necessary and appropriate to make the State whole in the event of such default. 4.05 Intellectual Property Any intellectual property created as a result of the Contract is subject to following provisions: A. Anything by whatsoever designation it may be known, that is produced by, or developed in connection with, the Contract shall become the exclusive property of the of the State and may be copyrighted, patented, or otherwise restricted as provided by Florida or federal law. Neither the Service Provider nor any individual employed under the Contract shall have any proprietary interest in the product. B. With respect to each deliverable that constitutes a work of authorship within the subject matter andscope of U.S. Copyright Law, 17 U.S.C. Sections 102-105, such work shall be a "work for hire" as defined in 17 U.S.C. Section 101 and all copyrights subsisting in such work for hire shall be owned exclusively by the Depai talent on behalf the State. C. The foregoing shall not apply to any preexisting software or other work of authorship used by Service Provider to create a deliverable but which exists as a work independently of the deliverable, unless the preexisting software or work was developed by Service Provider pursuant to a previous Contract with the Department or a purchase by the Department under a State Term Contract. ITN No.: DMS-12/13-007 Page 23 of 47 D. The Department shall have full and complete ownership of all software developed pursuant to the Contract including without limitation. • The written source code; • The source code files; • The executable code; • The executable code files; • The data dictionary; • The data flow diagram; • The work flow diagram; • The entity relationship diagram; and • All other documentation needed to enable the Department to support, recreate, revise, repair, or otherwise make use of the software. This ownership interest will continue after the expiration or termination of the Contract. 4.06 Contract Management • Contract Administrator The Department employee who is primarily responsible for maintaining this Contract. As of the effective date, the Contract Administrator shall be as follows: Lysle W. Robinson, Purchasing Analyst Departmental Purchasing Department of Management Services 4050 Esplanade Way, Ste. 380.9X Tallahassee, Florida 32399-0950 Telephone: (850) 410-1423 Fax: (850) 414-8331 E-mail: lysle.robinson@dms.myflorida.com The Department may appoint a different Contract Administrator, which shall not constitute an amendment to the Contract, by sending written notice to Contractor. Any communication to the Department relating to the Contract shall be addressed to the Contract Administrator. • Contract Manager The Department shall designate an employee primarily responsible for overseeing the Respondent's performance of its duties and obligations pursuant to the terms of this Contract. The Contract Manager shall be as follows: Beth Sparkman, Bureau Chief 4050 Esplanade Way, Ste. 315E Tallahassee, Florida 32399-0950 Telephone: (850) 488-3759 Fax: (850) 617-6483 E-mail: beth.sparkman@dms.myflorida.com The Department may appoint a different Contract Manager, which shall not constitute an amendment to the Contract, by sending written notice to Contractor. Any communication to the Department relating to the Contract shall be addressed to the Contract Manager. ITN No.: DMS-12/13-007 Page 24 of 47 4.07 Contract Term The term of the Contract will be five (5) years with the option for the Department to renew the contract for up to five (5) additional years. The resultant Contract of this solicitation shall begin on December 1, 2013, or on the last date signed by either party. The awarded contractor(s) will be required to sign a two part contract with the Department similar to the contract currently in affect. To view the current contracts see the link below: http://www.dms.inyflorida.com/business_operations/real estate development management/facilities mana gement/lease management/state agency_leasing_liaisons 4.08 Preferred Price The Contractor agrees to submit to Customer at least annually an affidavit from an authorized representative attesting that the Contractor is in compliance with the preferred pricing provision in Section 4(b) of form PUR 1000. 4.09 Inapplicable Provisions of - PUR 1000 General Contract Conditions The following sections shall not apply: A. Section 3, Product Version B. Section 6, Packaging C. Section 12, Installation D. Section 39, Leases and Installment Purchases 4.10 E-Verify Pursuant to State of Florida Executive Order No.: 11-116, Contractor is required to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall include inrelated subcontracts a requirement that subcontractors performing work or providing services pursuant to the state contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the contract term. 4.11 Savings Pursuant to Section 47 of Chapter 2010-151, Laws of Florida, agencies are directed to seek a substantial savings, preferably of at least 3%, through their reprocurements while also ensuring that the level and quality of services provided are not affected. As such, please keep this requirement in mind when submitting your pricing proposal. 4.12 Scrutinized Companies Lists In executing this Contract, the Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), F.S., the Contractor agrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the contract. ITN No.: DMS-12/13-007 Page 25 of 47 4.13 Conflict of Interest Contractors must avoid any conflicts of interest with the State. ➢ A Contractor may not negotiate any lease with any landlord to which the Contractor is also providing brokerage and/or property management services. ➢ Any of the awarded Contractor(s) are prohibited from negotiating a real estate transaction, real estate consulting, or real estate advice for a landlord proposing to a State Agency unless they have been engaged by the state agency. 4.14 MyFlorida MarketPlace Fee All payments made under the prospective contract will be assessed a transaction fee as provided in this Section 14 of the PUR 1000. Vendors who fail to provide timely payment may be subject to contract termination. 4.15 Alternative Contract Source As provided in section 43 of the PUR 1000, this contract may be used as an alternate contract source. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 26 of 47 SECTION 5 — GENERAL CONTRACT CONDITIONS (PUR 1000) The PUR 1000 is incorporated by reference and may be viewed at the following link: http://www.dms.myflorida.com/business operations/state purchasing/documents forms references resour ces/purchasing forms THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 27 of 47 The following Attachments shall be completed and returned in accordance with Section 2.10, Response Submittal: ATTACHMENT 1— RESPONDENT'S CONTACT INFORMATION ATTACHMENT 2— CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM ATTACHMENT 3— NOTICE OF CONFLICT OF INTEREST ATTACHMENT 4 — NON -COLLUSION AFFIDAVIT ATTACHMENT 5 — STATEMENT OF NO INVOLVEMENT ATTACHMENT 6 — BUSINESS/CORPORATE REFERENCE ATTACHMENT 7 — ADDENDUM / AMENDMENT ACKNOWLEDGEMENT FORM ATTACHMENT 8 — SUBCONTRACTING ATTACHMENT 9 - COST SHEET ATTACHMENT 10 — LIST OF LEASES ATTACHMENT 11— CHECKLIST FOR COMPLETION THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 28 of 47 ATTACHMENT 1— RESPONDENT'S CONTACT INFORMATION The Respondent shall identify the contact information as described below. For solicitation purposes, the Respondent's contact For contractual purposes, should the Respondent be person shall be: awarded, the contact person shall be: Name Title Address Telephone Fax E-mail THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 29 of 47 ATTACHMENT 2 - CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM 287.087 Preference to businesses with drug -free workplace programs. --Whenever two or more bids, proposals, or replies that are equal with respect to price, quality and service are received by the state or by any political subdivision for the procurement of commodities or contractual services, a bid, proposal or reply received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. In order to have a drug -free workplace program, a business shall: (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. (2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than 5 days after such conviction. (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, any employee who is so convicted. (6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. False statements are punishable at law. Respondent's Name: By: Date: Authorized Signature Print Name and Title THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 30 of 47 ATTACHMENT 3 - NOTICE OF CONFLICT OF INTEREST Company or Entity Name For the purpose of participating in the solicitation process and complying with the provisions of Chapter 112, of the Florida Statutes, the undersigned corporate officer states as follows: The persons listed below are corporate officers, directors or agents and are currently employees of the State of Florida or one of its agencies (add more lines as appropriate): The persons listed below are current State employees who own an interest of ten percent (10%) or more in the company/entity named above (add more lines as appropriate): Name of Respondent's Organization Signature of Authorized Representative and Date Print Name Date ITN No.: DMS-12/13-007 Page 31 of 47 ATTACHMENT 4 - NON -COLLUSION AFFIDAVIT STATE OF COUNTY OF I state that I of (Name and Title) (Name of Firm) am authorized to make this affidavit on behalf of my firm and its owner, directors and officers. I am the person responsible in my firm for the price(s) and amount(s) of this Response, and the preparation of the Response. I state that: 1. The price(s) and amount(s) of this Response have been arrived at independently and without consultation, communication or agreement with any other Provider, potential provider, Proposal, or potential Proposal. 2. Neither the price(s) nor the amount(s) of this Response, and neither the approximate price(s) nor approximate amount(s) of this Response, have been disclosed to any other firm or person who is a Provider, potential Provider, Proposal, or potential Proposal, and they will not be disclosed before Proposal opening. 3. No attempt has been made or will be made to induce any fiuui or persons to refrain from submitting a Response for this contract, or to submit a price(s) higher that the prices in this Response, or to submit any intentionally high or noncompetitive price(s) or other form of complementary Response. 4. The Response of my firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive Response. 5. , its affiliates, subsidiaries, officers, director, and employees (Name of Film) are not currently under investigation, by any governmental agency and have not in the last three years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to Proposal, on any public contract, except as follows: I state that I and the named firm understand and acknowledge that the above representations are material and important, and will be relied on by the State of Florida for which this Response is submitted. I understand and my firm understands that any misstatement in this affidavit is, and shall be treated as, fraudulent concealment from the State of Florida of the true facts relating to the submission of responses for this contract. Dated this day of 2012. Name of Organization: Signed by: Print Name being duly sworn deposes and says that the information herein is true and sufficiently complete so as not to be misleading. Subscribed and sworn before me this day of 2012. Notary Public: My Commission Expires: ITN No.: DMS-12/13-007 Page 32 of 47 ATTACHMENT 5 - STATEMENT OF NO INVOLVEMENT I, , as an authorized representative of the aforementioned company, certify that no member of this firm nor any person having any interest in this firm has been involved with the Department of Management Services to assist it in: 1. Developing this solicitation; or, 2. Performing a feasibility study concerning the scope of work contained in this Invitation to Negotiate. Name of Respondent's Organization Signature of Authorized Representative and Date Print Name ITN No.: DMS-12/13-007 Page 33 of 47 ATTACHMENT 6 - BUSINESS/CORPORATE REFERENCE This form must be completed by the person giving the reference on the Respondent. For purposes of this form, the Respondent is the business entity that currently or has previously provided services to your organization, and is submitting a reply to a solicitation. Upon completion of this form, please return original to Respondent. This business reference is for (Respondent's Name): Name of the person providing the reference: Title of person providing the reference: Organization name of person providing the reference: Telephone number of the person providing the reference: Please identify your relationship with the Respondent (e.g., subcontractor, customer, etc.). How many years have you done business with the Respondent? Please provide dates: If a customer, please describe the primary service the Respondent provides your organization. Did the Respondent act as a primary provider or as a subcontractor? Do you have a business, profession, or interest in the Respondent's organization? If yes, what is that interest? Have you experienced any contract performance problems with the Respondent's organization? Would you conduct business with the Respondent's organization again? Are there any additional comments you would like to make regarding the Respondent's organization? Dated this day of 2012. Name of Organization: Signed by: Print Name Being duly sworn deposes and says that the information herein is true and sufficiently complete so as not to be misleading. Subscribed and sworn before me this day of 2012. Notary Public: My Commission Expires: ITN No.: DMS-12/13-007 Page 34 of 47 ATTACHMENT 7 — ADDENDUM / AMENDMENT ACKNOWLEDGEMENT FORM This acknowledgment foiiii serves to confirm that the Respondent has reviewed, complied with and/or accepted all Addendum(s) / Amendment(s) to the solicitation posted on the Vendor Bid System (VBS). Please list all Addendum(s) / Amendment(s) below. Name of Respondent's Organization Signature of Authorized Representative and Date Print Name ITN No.: DMS-12/13-007 Page 35 of 47 ATTACHMENT S — SUBCONTRACTING The Respondent shall complete the information below on all subcontractors that shall provide services to the Respondent to meet the requirements of the resultant contract, should the Respondent be awarded. Submission of this form does not indicate the Department's approval (see Section 2.14), but provides the Department with information on proposed subcontractors for review. Please complete a separate sheet for each subcontractor. SubContractor's Legal Name: Address: City, State, Zip: Contact Name and Title: Phone Number: Date and state of incorporation: (if not incorporated, indicate date started in business sand type of business, e.g. sole proprietorship, partnership, etc.) Time of Performance: Federal identification number: Describe principal type of business: Has the subcontractor defaulted on a contract or had a contract terminated for cause within the past five years: Has the subcontractor file for bankruptcy protection within the past five years or is currently in the process of filing or planning to file for bankruptcy protection or financial restructuring or refinancing. If yes explain in detail_ ITN No.: DMS-12/13-007 Page 36 of 47 Does the subcontractor have any pending or threatened litigation by or against the State of other governmental authority. Is the subcontractor currently under suspension or debarment by the federal government, the state, or any other governmental authority, If yes explain in detail: Is the subcontractor delinquent in paying taxes to the federal government, the state or any governmental authority, If yes explain in detail: Would entering into this subcontract give rise to an apparent or actual conflict of interest, if yes, describe in detail. How will the Respondent monitor the subcontractor's performance: Attach the following documentation for each subcontractor: Describe; Describe company organization and, if applicable, relationships with subsidiaries, parent corporations and affiliates or other related companies; include organization charts and details concerning facilities that serve markets/areas within Florida. Provide copies of any letters of intent, memoranda of understanding, subcontracts, or other agreements between you and the subcontractor relating to potential work under the Contract. In a job description format, describe below the responsibilities and duties of the subcontractor based on the technical specifications or scope of services outlined in this solicitation. Attach an acknowledgement from the subcontract of the Respondent's contractual obligation to the Department and the subcontractor agrees to comply with all terms and condition of the bid and resulting contract. This includes, but is not limited to PUR 1000 General Contract Conditions, Section. 35,m insurance Requirements. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 37 of 47 ATTACHMENT 9 — COST SHEET Respondents shall submit proposed pricing in (2) two formats. Format will be (1) cost per hour by positions for balance of line real estate services and (2) service credit hours. Costs sheets shall be in detail sufficient for the Department to analyze costs that are associated with your proposal. (1) CONSULTANT SERVICES Respondents shall attach a cost sheet that will indicate consulting services prices on a hourly basis for positions identified by same. Please attach a spreadsheet indicating the hour rate to be charges by position for your firm. (2) CREDIT HOURS Respondents are encouraged to bid a certain number of credit hours, issued to DMS each effective date of the contract and each year thereafter. One service credit hour shall also be issued to DMS for each transaction that brokers manage under this contract. Rates shall be stated below: ACTION Number of Annual Hours Commission Ratio Rate NUMBER OF ANNUAL CREDIT HOURS �J AMOUNT OF COMMISSION RATE PER CREDIT HOUR* 1 hour *i.e. 1 hourfor every $2000 paid in commissions THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 38 of 47 ATTACHMENT 10 - LIST OF LEASES Lease Number: County f Zip Code Start Date Expiration Date Square Feet :Rate Monthly Annually Options Bldg Type Service Type FTE#'s 4300165 LEON 32303 1/1/2009 12/31/2013 19,285 $20.25 $32,543.44 $390,521.25 NONE OFFICE FULL 55 5500334 BROWARD 33073 1/1/2004 12/31/2013 2,973 $11.53 $2,856.56 $34,278.69 NONE WAREHOUSE CONDITIONED 0 6400221 DUVAL 32250 2/1/2004 12/31/2013 7,260 $21.50 $13,007.50 $156,090.00 6/1 YRS OFFICE/CLINIC NONE 12 7001019 ESCAMBIA 32505 1/1/2009 12/31/2013 6,611 $21.38 $11,778.60 $141,343.18 NONE OFFICE FULL 33 7001041 ESCAMBIA 32503 1/1/2009 12/31/2013 8,420 $19.91 $13,970.18 $167,642.20 1/5 YR OFFICE/WAREHOUSE FULL 38 7001088 OKALOOSA 32579 1/1/2013 12/31/2013 5,384 $19.09 $8,565.05 $102,780.56 NONE OFFICE FULL 9000005 DUVAL 32256 5/1/2006 12/31/2013 51,988 $10.80 $46,789.20 $561,470.40 2/1 YEARS OFFICE NONE 170 9000013 DUVAL 32256 1/1/2012 12/31/2013 40,000 $14.50 $48,333.33 $580,000.00 2/100 OFFICE NONE 300 7000985 DADE 33147 1/15/2007 1/14/2014 24,105 $23.35 $46,904.31 $562,851.75 2/7 YRS OFFICE FULL 116 3100045 WASHINGTON 20001 2/1/1992 1/31/2014 2,389 $61.37 $12,217.41 $146,608.92 NONE OFFICE FULL 9 4800800 MARTIN 33494 2/1/2009 1/31/2014 1,000 $20.83 $1,735.83 620,830.001/5 YR OFFICE FULL 5 5902949 LEON 32312 2/1/2007 1/31/2014 1,392 $21.64 $2,510.24 $30,122.88 1/2 005 OFFICE FULL 5 7001027 BROWARD 33312 2/1/2009 1/31/2014 8,259 $28.05 $19,305.41 $231,664.95 NONE OFFICE UTILITIES 45 7300302 DADE 33126 2/1/2006 1/31/2014 200 $14.34 $239.00 $2,868.00 2/1 YRS WAREHOUSE UNCONDITIONED 0 7600489 DADE 33014 2/13/2007 2/12/2014 6,665 $40.17 $22,311.09 $267,733.05 2/4 905 OFFICE FULL 27 7600457 DADE 33012 2/22/2007 2/21/2014 3,940 $29.00 $9,521.67 $114,260.00 2/5 005 OFFICE FULL 19 4200363 MANATEE 34208 10/1/2004 2/28/2014 1,343 $20.53 $2,297.65 $27,571.79 OFFICE NONE 11 4300147 PINELLAS 33702 3/1/2003 2/28/2014 5,469 $16.25 $7,405.94 $88,871.25 3/3 005 OFFICE FULL 20 4800672 BAY 32402 1/14/2003 2/28/2014 1,600 $18.00 $2,400.00 $28,800.00 NONE OFFICE FULL 5 4800749 BAY 32405 4/1/2006 2/28/2014 3,900 $20.55 $6,678.75 $80,145.003/1 005 OFFICE FULL 13 4800794 BREVARD 32922 3/1/2009 2/28/2014 3,420 $21.89 $6,238.65 $74,863.80 1/5 YR OFFICE FULL 11 5903001 INDIAN RIVER 32960 3/1/2009 2/28/2014 2,709 $26.35 $5,948.51 $71,382.151/3 YR OFFICE UTILITIES 13 6400336 DADE 33166 3/1/2009 2/28/2014 4,862 $35.76 $14,488.76 $173,865.12 2/5 YR OFFICE FULL 25 7001030 DADE 33186 3/1/2009 2/28/2014 6,698 $31.49 $17,576.67 $210,920.02 NONE OFFICE UTILITIES 35 4200458 HILLSBOROUGH 33610 4/1/2012 3/31/2014 1,998 $15.00 $2,497.50 $29,970.00 1/2 YEAR OFFICE UTILITIES 6 4800774 BREVARD 32904 4/1/2008 3/31/2014 3,402 $34.34 $9,735.39 $116,824.68 2/5 995 OFFICE FULL 14 5902860 ALACHUA 32609 4/1/2006 3/31/2014 29,500 $18.00 $44,250.00 $531,000.00 7/1 YRS OFFICE FULL 146 5902977 PASCO 34668 4/1/2009 3/31/2014 9,941 $19.94 $16,518.63 $198,223.54 2/5 YR OFFICE FULL 59 5903007 LEVY 32626 4/1/2009 3/31/2014 6,392 $12.50 $6,658.33 $79,900.002/2 YR OFFICE FULL 31 5903011 OSCEOLA 34741 4/1/2009 3/31/2014 15,625 $22.47 $29,257.81 $351,093.75 NONE OFFICE FULL 126 6400225 PINELLAS 33702 4/1/2004 3/31/2014 2,632 $21.22 $4,654.25 $55,851.04 2/5 085 OFFICE FULL 9 6400335 PALM BEACH 33401 4/1/2008 3/31/2014 1,505 $19.00 $2,382.92 $28,595.00 NONE OFFICE FULL 4 6400363 HOLMES 32425 4/1/2010 3/31/2014 2,662 $7.32 $1,623.82 $19,485.84 3/3 YRS OFFICE NONE 10 7100248 BREVARD 32922 4/1/2012 3/31/2014 1,161 $14.00 $1,354.50 $16,254.00 1/1 085 OFFICE FULL 6 7600441 SEMINOLE 32708 3/24/2004 3/31/2014 4,980 $23.38 $9,702.70 $116,432.40 11/5 YR OFFICE FULL 20 7600499 LAKE 34711 12/1/2007 3/31/2014 3,080 $40.53 $10,402.70 $124,832.40 2/4 005 OFFICE FULL 14 8000290 HILLSBOROUGH 33567 4/1/2004 3/31/2014 2,408 $21.51 $4,316.34 $51,796.08 1/2 YRS OFFICE FULL 10 8000346 PALM BEACH 33445 4/1/2009 3/31/2014 1,698 $26.59 $3,762.49 $45,149.82 2/5 YR OFFICE FULL 10 7600498 ORANGE 32817 4/17/2008 4/16/2014 4,975 $35.52 $14,726.00 $176,712.00 NONE OFFICE NONE 17 4300157 HILLSBOROUGH 33637 5/1/2006 4/30/2014 14,319 $17.69 $21,108.59 $253,303.11 2/3 YRS OFFICE FULL 56 4800705 DADE 33144 5/1/2004 4/30/2014 3,145 $21.00 $5,503.75 $66,045.001/5 005 OFFICE JANITORIAL 9 4800722 PASCO 33542 7/1/2004 4/30/2014 1,500 $20.36 $2,545.00 $30,540.00 NONE OFFICE FULL 6 5903034 PALM BEACH 33440 5/1/2011 4/30/2014 800 $20.25 $1,350.00 $16,200.00 NONE OFFICE FULL 4 6400094 MONROE 33050 5/1/1999 4/30/2014 1,139 $23.50 $2,230.54 $26,766.50 OFFICE FULL 4 6400374 HILLSBOROUGH 33606 3/1/2011 4/30/2014 593 $5.56 $274.76 $3,297.08 2/1 YRS OFFICE FULL 2 7000749 HAMILTON 32052 5/1/2007 4/30/2014 1,864 $21.90 $3,401.80 $40,821.60 NONE OFFICE FULL 6 7000802 HILLSBOROUGH 33614 5/1/1999 4/30/2014 4,430 $19.29 $7,121.23 $85,454.70 NONE OFFICE FULL 24 7000808 MARION 34474 5/1/1999 4/30/2014 7,305 $17.83 $10,854.01 $130,248.15 1/5 YRS OFFICE FULL 28 7000911 DADE 33034 5/1/2004 4/30/2014 3,981 $23.00 $7,630.25 $91,563.00 1/5 505 OFFICE FULL 20 7001091 BAY 32401 12/1/2012 4/30/2014 6,000 $20.02 $10,010.00 $120,120.00 NONE OFFICE FULL 8000019 MARTIN 34996 5/1/1993 5/1/2014 2,757 $23.59 $5,419.80 $65,037.63 NONE OFFICE FULL 40 4800744 VOLUSIA 32763 8/1/2007 5/31/2014 2,223 $31.15 $5,770.54 $69,246.45 2/2 005 OFFICE FULL 8 4800797 PALM BEACH 33487 6/1/2009 5/31/2014 3,451 $22.46 $6,459.12 $77,509.46 NONE OFFICE FULL 13 5902953 SUWANNEE 32060 6/1/2007 5/31/2014 3,200 $19.69 $5,250.67 $63,008.00 1/1 YRS OFFICE FULL 24 5907005 SARASOTA 34292 6/1/1999 5/31/2014 4,902 $24.51 $10,012.34 $120,148.02 1/5 505 OFFICE FULL 33 7001017 SEMINOLE 32707 7/1/2008 5/31/2014 5,709 $22.51 $10,709.13 $128,509.59 NONE OFFICE FULL 21 7300315 PASSAIC 7424 6/1/2009 5/31/2014 6,492 $27.75 $15,012.75 $180,153.00 NONE OFFICE FULL 36 8030135 POLK 33830 6/1/1997 5/31/2014 11,362 $17.69 $16,749.48 $200,993.78 NONE OFFICE FULL 49 5902920 CLAY 32003 6/15/2007 6/14/2014 10,762 $22.00 $19,730.33 $236,764.00 1/1 YRS OFFICE FULL 71 3700215 PALM BEACH 33433 7/1/2009 6/30/2014 894 $21.63 $1,611.44 $19,337.22 NONE OFFICE FULL 5 4800553 ORANGE 32803 7/1/1997 6/30/2014 14,685 $20.76 $25,405.05 $304,860.60 NONE OFFICE FULL 51 4800678 MARION 34478 7/1/2003 6/30/2014 5,587 $14.04 $6,536.79 $78,441.48 1/2 YRS OFFICE FULL 21 4800712 SARASOTA 34292 4/1/2004 6/30/2014 455 $22.89 $867.91 $10,414.95 NONE OFFICE FULL 3 4800751 COLUMBIA 32055 1/1/2007 6/30/2014 3,500 $17.25 $5,031.25 $60,375.00 4/2 YRS OFFICE FULL 13 4800798 CHARLOTTE 32952 7/1/2009 6/30/2014 2,942 $29.49 $7,229.97 $86,759.58 5/2 YR OFFICE FULL 6 5902446 COLUMBIA 32055 7/1/1994 6/30/2014 8,500 $16.75 $11,864.58 $142,375.00 NONE OFFICE FULL 68 5903019 ST. JOHNS 32086 7/1/2009 6/30/2014 2,840 $19.50 $4,615.00 $55,380.00 6/1 YRS OFFICE FULL 18 5903021 GULF 32457 7/1/2009 6/30/2014 1,824 $26.22 $3,985.44 $47,825.28 3/1 905 OFFICE FULL 7 6400067 MARION 34470 7/1/1998 6/30/2014 422 $17.51 $615.77 $7,389.22 NONE OFFICE FULL 1 6400223 PINELLAS 33782 7/1/2004 6/30/2014 4,999 $14.75 $6,144.60 $73,735.25 NONE OFFICE/CLINIC JANITORIAL 26 6400328 MARION 34470 7/1/2009 6/30/2014 13,113 $27.25 $29,777.44 $357,329.25 1/5 505 OFFICE/CLINIC FULL 30 6400338 LEE 33908 7/1/2008 6/30/2014 12,875 525.25 $27,091.15 5325,093.75 NONE OFFICE/CLINIC UTILITIES 44 6400344 BROWARD 33305 9/1/2008 6/30/2014 774 $15.00 5967.50 $11,610.00 NONE OFFICE FULL 1 6500055 ORANGE 32803 4/1/2009 6/30/2014 4,999 $18.52 $7,715.12 $92,581.482/3 YR OFFICE FULL 28 7000895 GULF 32456 7/1/2003 6/30/2014 1,729 $13.50 $1,945.13 $23,341.50 1/4 YRS OFFICE FULL 3 7000998 MONROE 33040 7/1/2007 6/30/2014 4,999 $31.59 $13,159.87 6157,918.412/7 YRS OFFICE FULL 25 7100240 HERNANDO 34601 7/1/2011 6/30/2014 1,000 $9.00 $750.00 $9,000.00 NONE OFFICE NONE 7 7100241 POLK 33815 7/1/2011 6/30/2014 2,400 $8.00 $1,600.00 $19,200.00 NONE OFFICE NONE 8 7700208 COLLIER 34112 7/1/2009 6/30/2014 4,558 $10.18 $3,866.70 $46,400.44 2/5 YRS OFFICE FULL 9 ITN No.: DMS-12/13-007 Page 39 of 47 7700209 BAY 32409 7/7/2009 6/30/2014 1,200 $16.50 $1,650.00 $19,800.00 NONE OFFICE FULL 4 4000034 LEON 32311 10/1/2000 7/30/2014 9,993 $5.00 $4,163.75 $49,965.00 NONE WAREHOUSE UNCONDITIONED 0 4200365 DUVAL 32210 8/1/2003 7/31/2014 700 $12.25 $714.58 $8,575,00 3/1 595 OFFICE NONE 2 4200163 ESCAMBIA 32504 8/1/2012 7/31/2014 1,080 $17.78 $1,600.20 $19,202.40 1/1 YRS OFFICE/WAREHOUSE FULL 2 5902954 WALTON 32425 8/1/2007 7/31/2014 2,137 $17.00 $3,027.42 $36,329.00 NONE OFFICE FULL 12 5903016 NASSAU 32097 8/1/2009 7/31/2014 3,276 $23.09 $6,303.57 $75,642.84 3/2 YRS OFFICE FULL 19 6400310 CLAY 32073 8/1/2007 7/31/2014 4,364 $18.00 $6,546.00 $78,552.00 1/2 555 OFFICE FULL 14 6400342 BROWARD 33319 8/1/2008 7/31/2014 1,416 $21.64 $2,553.52 $30,642,241/3 YR OFFICE/CLINIC FULL 4 6800071 MARION 32675 8/1/2009 7/31/2014 4,600 $13.25 $5,079,17 1/0,950.003/3 YRS OFFICE UTILITIES 17 7300282 DESOTO 34266 8/1/2005 7/31/2014 3,129 $13.00 $3,389.75 $40,671.00 NONE OFFICE FULL 7 8000264 COLLIER 34142 8/1/2002 7/31/2014 813 $14.00 $948.50 1/1,382.001/2 005 OFFICE FULL 4 8000289 ST. LUCIE 34947 8/1/2004 7/31/2014 1,457 $22.14 $2,688.17 1/2,257.981/5 YRS OFFICE FULL 5 4200417 LEON 32303 9/7/2008 8/6/2014 10,684 $16.50 $14,690,50 $176,286.00 NONE OFFICE FULL 36 7700193 MARION 34470 8/15/2007 8/14/2014 937 $18.00 $1,405.50 $16,866.00 NONE OFFICE FULL 6 1140066 ORANGE 32751 5/1/2004 8/31/2014 2,292 $19.67 $3,756.97 $45,083.64 NONE OFFICE FULL 16 4800554 OKALOOSA 32547 9/1/1996 8/31/2014 2,998 $19.00 $4,746.83 $56,962.00 NONE OFFICE FULL 13 7008003 WALTON 32433 9/1/2004 8/31/2014 3,401 $17.67 $5,007.97 $60,095,67 2/5 YRS OFFICE JANITORIAL 13 7300247 COLLIER 34104 9/1/2003 8/31/2014 14,314 $24.00 $28,628,00 $343,536.00 4/1 665 OFFICE FULL 50 8000317 BAKER 32063 9/1/2005 8/31/2014 525 $18.00 $787.50 $9,450.001/3 YRS OFFICE UTILITIES 3 8000282 BREVARD 32935 3/13/2004 9/12/2014 7,374 $24.20 $14,870.90 $178,450.80 NONE OFFICE FULL 12 8000377 JACKSON 32448 9/1/2011 9/14/2014 1,406 1/5.00 $1,757.50 621,090.002/3 650 OFFICE FULL 4 4300132 ESCAMBIA 32504 12/1/2003 9/30/2014 9,703 $17.69 614,303.84 $171,646.07 1/3 YRS OTHER FULL 34 6400369 SEMINOLE 32771 10/1/2010 9/30/2014 3,300 $7.91 $2,175.25 $26,103.001/1 YRS WAREHOUSE CONDITIONED 0 7000813 MARION 34470 10/1/1999 9/30/2014 5,797 1/7.47 68,439.47 $101,273.59 NONE OFFICE FULL 24 7000919 WAKULLA 32327 10/1/2003 9/30/2014 2,435 615.20 $3,084.33 $37,012.00 1/4 005 OFFICE UTILITIES 9 7001037 PALM BEACH 33407 10/1/2009 9/30/2014 6,160 623.00 611,806.67 $141,680.00 NONE OFFICE FULL 34 7300294 INDIAN RIVER 32966 10/1/2007 9/30/2014 4,999 $28.60 611,914.28 $142,971.40 8/1 005 OFFICE FULL 13 7300350 ST. LUCIE 33497 10/1/2011 9/30/2014 2,321 $13.57 62,624.66 $31,495.97 2/1 095 OFFICE FULL 4 7600436 DADE 33030 10/1/2004 9/30/2014 3,355 625.21 $7,048.30 $84,579.551/5 555 OFFICE FULL 11 8000271 SARASOTA 32485 10/1/2007 9/30/2014 2,300 616.00 63,066.67 $36,800.00 NONE OFFICE FULL 11 4200320 PINELLAS 34620 10/15/1999 10/14/2014 3,841 618.56 $5,940.75 $71,288.96 NONE OFFICE FULL 8 5902997 BREVARD 32922 11/1/2009 10/30/2014 1,664 626.24 63,638.61 $43,663.36 5/1YRS OFFICE FULL 3 4200309 VOLUSIA 32720 11/1/1999 10/31/2014 770 517.75 51,138.96 $13,667.50 NONE OFFICE FULL 2 5902438 VOLUSIA 32721 11/1/1995 10/31/2014 10,640 516.25 $14,408.33 $172,900.00 3/1YRS OFFICE FULL 47 5902989 POLK 33830 11/1/2009 10/31/2014 15,074 $23.18 529,117.94 5349,415.32 5/1005 OFFICE FULL 88 5903025 BAY 32401 11/1/2009 10/31/2014 2,472 521.16 54,358.96 $52,307.52 1/1 YRS OFFICE FULL 12 5907013 HARDEE 33873 11/1/1998 10/31/2014 1,500 517.81 52,226.25 $26,715.00 2/1005 OFFICE FULL 5 7000799 BROWARD 33311 11/1/1999 10/31/2014 9,710 $18.00 514,565.00 $174,780.00 NONE OFFICE FULL 42 7000991 POLK 32905 11/1/2007 10/31/2014 7,960 $17.47 611,588.43 $139,061.20 2/4 005 OFFICE FULL 23 7000992 POLK 33880 11/1/2007 10/31/2014 4,870 $24.44 $9,918.57 $119,022.80 2/4 005 OFFICE FULL 21 7100230 GADSDEN 32351 11/1/2007 10/31/2014 4,950 $6.76 $2,788.50 $33,462.002/2YR5 WAREHOUSE UNCONDITIONED 0 7300314 BROWARD 33309 12/1/2008 10/31/2014 43,220 $32.30 5116,333.83 $1,396,006.00 NONE OFFICE FULL 142 7900044 DADE 33166 11/1/1993 10/31/2014 2,040 $7.42 $1,261.40 $15,136.80 NONE WAREHOUSE UNCONDITIONED 0 7900059 BROWARD 33063 11/1/1997 10/31/2014 16,827 521.27 529,825.86 $357,910.29 NONE OFFICE FULL 60 8000309 HIGHLANDS 33870 11/1/2006 10/31/2014 2,994 $20.99 55,237.01 562,844.061/3 605 OFFICE FULL 14 9000001 HILLSBOROUGH 33619 8/1/2007 10/31/2014 60,000 $20.70 6103,500.00 51,242,000.001/5 005 OFFICE NONE 246 9000012 LEON 32303 11/1/2011 10/31/2014 12,163 $12.36 512,527.89 $150,334.68 NONE OFFICE NONE 130 4100118 LEE 33901 12/1/2006 11/30/2014 1,788 518.35 52,734.15 532,809.80 NONE OFFICE FULL 10 4800685 SARASOTA 34236 12/1/2003 11/30/2014 415 $22.75 6786.77 1/,441.252/2 YRS OFFICE FULL 2 5903012 OKALOOSA 12/1/2009 11/30/2014 MMIMINEMEI $24,192,79 $290,313.45 MIERIMME FULL 5903023 OKALOOSA 32457 12/1/2009 11/30/2014 2,700 620.70 $4,657.50 $55,890.005/1 YRS OFFICE FULL 8 7001043 HILLSBOROUGH 33617 12/1/2001 11/30/2014 5,093 $16.07 $6,820.38 $81,844.51 NONE OFFICE FULL 26 8000203 BAY 32401 12/1/1999 11/30/2014 6,573 1/5.50 68,490.13 $101,881.50 1/5 YRS OFFICE FULL 25 8000332 COLLIER 31112 12/1/2006 11/30/2014 1,613 $27.61 63,711.24 $44,534.93 NONE OFFICE NONE 9 8000361 HILLSBOROUGH 33610 12/1/2009 11/30/2014 16,925 618.85 $26,586.35 $319,036.25 NONE OFFICE FULL 69 7100246 BROWARD 33309 12/16/2011 12/15/2014 1,122 $7.30 $682.55 $8,190.601/2 YRS HANGAR UTILITIES 4800690 INDIAN RIVER 34994 1/1/2004 12/31/2014 1,200 $17.47 $1,747.00 $20,964.00 NONE OFFICE FULL 4 5500352 PALM BEACH 33418 1/1/2010 12/31/2014 1,962 630.06 64,914.81 $58,977.72 5 YRS OFFICE FULL 6 5902306 HERNANDO 34601 2/1/1994 12/31/2014 6,591 $18.00 $9,886.50 $118,638,002/l YRS OFFICE JANITORIAL 32 6400113 ORANGE 32803 7/1/1999 12/31/2014 34,787 1/1.21 661,486.02 $737,832.27 NONE OFFICE FULL 154 7000815 HILLSBOROUGH 33614 1/1/2000 12/31/2014 4,190 $19.29 $6,735.43 $80,825.10 NONE OFFICE FULL 20 7600515 DUVAL 32218 2/29/2008 12/31/2014 3,398 621.53 66,096.58 $73,158.94 2/4 505 OFFICE FULL 10 4800799 118 4,99911113EMEMI $128,824.23 IMM OFFICE FULL 15 5903028 OKALOOSA ®i 3,068 MERE= $70,165.16 ECM OFFICE FULL 6400337 BAKER 32063 2/1/2010 1/31/2015 1,112 $18.78 61,740.28 620,883.365/1 505 OFFICE/CLINIC FULL 4 7300323 BROWARD 33065 2/1/2010 1/31/2015 29,302 $30.19 $73,718.95 $884,627.38 NONE OFFICE FULL 127 4800732 PASCO 34652 7/1/2005 2/28/2015 2,805 619.61 64,583.84 $55,006.05 NONE OFFICE FULL 14 5903018 ORANGE 32818 3/1/2010 2/28/2015 8,991 $26.72 620,019.96 $240,239.52 2/3 005 OFFICE FULL 58 6400147 ALACHUA 32601 6/1/2001 2/28/2015 1,373 513.50 51,544.63 $18,535.50 NONE OFFICE FULL 6 6400229 POLK 33803 3/1/2004 2/28/2015 2,580 $12.70 62,730.50 $32,766.00 NONE OFFICE FULL 5 6400323 HILLSBOROUGH 33610 2/1/2008 2/28/2015 1,204 $15.00 $1,505.00 $18,060.00 NONE OFFICE FULL 6 6400351 BROWARD 33311 3/1/2010 2/28/2015 16,105 523.34 631,324.23 6375,890.701/5 YRS OFFICE FULL 45 6500031 BREVARD 32922 3/1/2001 2/28/2015 1,800 517.79 62,668.50 $32,022.00 NONE OFFICE FULL 10 7000617 PINELLAS 346655046 3/1/1992 2/28/2015 3,624 616,66 65,03132 $60,375.84 NONE OFFICE FULL 20 7000925 SUMTER 33513 3/1/2005 2/28/2015 2,498 620.68 $4,304.89 651,658.641/5 YRS OFFICE FULL 11 7001060 ORANGE 32805 3/1/2010 2/28/2015 5,082 $18.50 $7,834.75 $94,017.00 NONE OFFICE FULL 23 7200131 BROWARD 33319 3/15/2004 2/28/2015 9,270 $19.75 $15,256.88 $183,082.50 NONE OFFICE FULL 16 7700215 PINELLAS 33711 3/1/2011 2/28/2015 500 $8.35 $348.00 $4,176,00 NONE WAREHOUSE FULL 0 4800523 HARDEE 33873 4/1/1988 3/31/2015 536 $18.70 $835.27 $10,023.20 NONE OFFICE FULL 3 5902847 DUVAL 32207 11/1/2004 3/31/2015 16,199 $16.39 $22,125.13 6265,501.611/5 YRS OFFICE FULL 205 ITN No.: DMS-12/13-007 Page 40 of 47 6500057 PALM BEACH 33407 4/1/2010 3/31/2015 3,387 $20.42 $5,763.55 $69,162.54 3/1 YRS OFFICE FULL 18 7000825 HILLSBOROUGH 33564 4/1/2000 3/31/2015 4,000 $18.17 $6,056.67 $72,680.00 NONE OFFICE FULL 20 7001001 COLUMBIA 32055 4/1/2008 3/31/2015 5,305 $21.38 $9,451.74 5113,420.902/5 YR OFFICE FULL 23 7001061 ST. LUCIE 32982 4/1/2010 3/31/2015 5,920 $20.31 $10,019.60 $120,235.20 NONE OFFICE FULL 27 7001063 PINELLAS 33756 8/1/2011 3/31/2015 6,360 521.98 $11,649.40 $139,792.80 NONE OFFICE FULL 32 7100249 ALACHUA 32669 4/1/2012 3/31/2015 1,350 $13.29 $1,495.13 $17,941.50 1/3 YRS OFFICE FULL 7 7200132 MANATEE 34243 4/1/2004 3/31/2015 3,827 $17.00 $5,421.58 $65,059.00 NONE OFFICE FULL 6 7300252 ORANGE 32751 12/1/2003 3/31/2015 20,798 $26.49 $45,911.59 $550,939.02 NONE OFFICE FULL 109 7700211 ORANGE 32812 4/1/2010 3/31/2015 4,642 $15,67 $6,061.68 $72,740.14 2/3 595 OFFICE FULL 5 7800188 DUVAL 32207 4/1/2008 3/31/2015 1,162 $16.50 $1,597.75 $19,173.00 NONE OFFICE FULL 7 8000308 PASCO 33523 4/1/2005 3/31/2015 2,269 $18.37 $3,473.46 $41,681.53 1/5 555 OFFICE FULL 8 4200317 SEMINOLE 32703 4/10/2000 4/9/2015 2,790 $18.00 $4,185.00 $50,220.00 NONE OFFICE FULL 13 5907029 DUVAL 32208 4/10/2000 4/9/2015 7,010 $12.00 $7,010.00 $84,120.00 3/1 YRS OFFICE FULL 40 4200347 LEON 32303 4/15/2001 4/14/2015 2,611 $3.15 $685.39 $8,224.65 NONE WAREHOUSE FULL 0 1140072 PALM BEACH 33445 5/1/2010 4/30/2015 1,785 $23.34 $3,471.83 $41,661.90 1/5 395 OFFICE FULL 12 4800747 LAKE 32278 5/1/2006 4/30/2015 2,036 $22.33 $3,788,66 $45,463.88 NONE OFFICE FULL 6 7300328 COLUMBIA 32055 5/1/2009 4/30/2015 18,595 $18,75 $29,054.69 $348,656.25 NONE OFFICE FULL 78 1140048 ALACHUA 32606 6/1/1993 5/31/2015 2,001 $15.00 $2,501.25 $30,015.00 NONE OFFICE FULL 12 4800703 BREVARD 32780 6/1/2004 5/31/2015 1,175 $21.22 $2,077.79 524,933.502/2 YRS OFFICE FULL 5 4800730 OSCEOLA 34741 5/24/2005 5/31/2015 3,700 $26.56 $8,189.33 $98,272.00 1/5 YR OFFICE FULL 12 5902971 SANTA ROSA 32570 5/6/2008 5/31/2015 2,023 $7.39 $1,245.83 $14,949.97 NONE OFFICE FULL 7 6400114 DUVAL 32207 12/1/1999 5/31/2015 751 $15.00 $938.75 $11,265.00 NONE OFFICE FULL 3 6400209 DUVAL 32207 7/1/2003 5/31/2015 2,008 $13.50 $2,259.00 $27,108.00 NONE OFFICE/CLINIC FULL 5 7300278 PALM BEACH 33406 10/1/2005 5/31/2015 24,566 $25.16 $51,506.71 $618,080.56 NONE OFFICE FULL 102 7600438 DADE 33131 6/1/2005 5/31/2015 4,109 $24.02 $8,224.85 598,698.181/5 YRS OFFICE FULL 14 7000980 BREVARD 32780 6/10/2008 6/9/2015 4,708 $21.63 $8,486.17 $101,834.04 2/4 YR OFFICE FULL 22 8000341 INDIAN RIVER 32960 6/12/2008 6/11/2015 2,858 $28.84 $6,868.73 $82,424.72 2/3 YRS OFFICE FULL 9 7000707 MONROE 33050 6/15/1995 6/14/2015 2,541 $30.03 $6,358.85 $76,306.23 NONE OFFICE FULL 6 7300270 ORANGE 92806 8/1/2004 6/16/2015 4,623 $31.05 $11,962.01 $143,544.15 NONE OFFICE FULL 26 5902886 SEMINOLE 32773 6/22/2005 6/21/2015 2,126 $16.98 53,008.29 $36,099.48 NONE OFFICE FULL 9 1140062 JACKSON 32447 7/1/2000 6/30/2015 2,657 $15.75 $3,487.31 $41,847.75 NONE OFFICE FULL 9 1140065 VOLUSIA 32721 7/1/2002 6/30/2015 956 $15.50 $1,234.83 $14,818.00 NONE OFFICE FULL 6 4200430 BAY 32408 7/1/2008 6/30/2015 813 $17.74 $1,201.89 $14,422.62 NONE OFFICE FULL 2 4300097 LEON 32301 7/1/1993 6/30/2015 2,955 $5.25 $1,292.81 $15,513.75 NONE WAREHOUSE UNCONDITIONED 0 4800600 LEON 32311 2/12/2001 6/30/2015 12,000 $5.99 $5,990.00 $71,880.00 2/5 YRS WAREHOUSE UNCONDITIONED 0 4800781 DUVAL 32207 4/1/2010 6/30/2015 3,704 $15.05 $4,645.43 $55,745.20 4/2 YRS OFFICE FULL 16 4800801 LEON 32301 7/1/2010 6/30/2015 28,731 $15.90 $38,068.58 $456,822.90 NONE OFFICE FULL 125 4800805 DUVAL 32218 7/1/2010 6/30/2015 3,374 $20.50 $5,763.92 $69,167.00 2/3 YRS OFFICE FULL 13 5902539 POLK 33853 7/1/1995 6/30/2015 19,091 $18.76 $29,845.60 5358,147.161/1 YRS OFFICE FULL 184 6400119 LEON 32303 7/1/2000 6/30/2015 31,703 $11,80 $31,174.62 $374,095.40 1/2 YRS OFFICE/WAREHOUSE FULL 27 6400340 LEON 32304 1/1/2009 6/30/2015 4,990 $11.01 $4,578.33 $54,939.90 3/1 YR OFFICE/WAREHOUSE JANITORIAL 8 7000932 BROWARD 33311 7/1/2005 6/30/2015 12,703 $17.94 $18,990.99 $227,891.821/5 YRS OFFICE/WAREHOUSE FULL 38 7001065 LEON 32301 7/1/2010 6/30/2015 6,345 $18.14 $9,591.53 $115,098.30 NONE OFFICE FULL 20 7100130 DUVAL 32202 1/1/1991 6/30/2015 2,000 $2.85 $475.00 $5,700.00 NONE WAREHOUSE UNCONDITIONED 0 7300267 HERNANDO 34601 7/1/2003 6/30/2015 5,131 $20.46 $8,748.36 $104,980.26 2/1 YRS OFFICE FULL 15 7600511 BROWARD 33319 7/1/2008 6/30/2015 3,825 $19.22 $6,126.38 573,516.502/4 YR OFFICE FULL 18 7600529 HERNANDO 34604 7/1/2010 6/30/2015 2,437 $6.72 $1,364.72 516,376.641/2 565 OFFICE NONE 37 7600538 PALM BEACH 33431 7/1/2012 6/30/2015 1,003 $7.10 $593.44 $7,121.30 NONE HANGAR UTILITIES 1 7700109 POLK 33811 4/1/1996 6/30/2015 200 $4.80 $80.00 $960.00 NONE WAREHOUSE UNCONDITIONED 0 7700216 BREVARD 32780 7/1/2011 6/30/2015 450 $10,67 $400.13 $4,801.50 NONE HANGAR UTILITIES 1 6700001 OKALOOSA 32569 8/15/2005 7/14/2015 783 $17.63 $1,150.36 $13,804.29 NONE OFFICE FULL 4 8000298 MADISON 32340 7/20/2005 7/19/2015 951 $17.22 $1,364.69 516,376.225/1 YRS OFFICE FULL 2 7000924 GADSDEN 32351 7/23/2005 7/22/2015 4,506 $13.50 $5,069.25 $60,831.00 1/5 305 OFFICE FULL 18 4100117 DADE 33131 8/1/2005 7/31/2015 29,518 $33.21 $81,691.07 $980,292.78 2 YRS OFFICE FULL 87 4200332 LEON 32301 8/1/1999 7/31/2015 6,330 $16.50 $8,703.75 $104,445.00 NONE OFFICE FULL 18 4800806 ALACHUA 32606 7/1/2010 7/31/2015 2,744 $14.79 $3,381.98 $40,583.76 1/5 YRS OFFICE FULL 11 5902571 SUMTER 34785 2/1/1995 7/31/2015 10,226 $7.43 56,331.60 575,979.18 NONE WAREHOUSE NONE 2 6400278 LEE 33908 5/1/2007 7/31/2015 3,884 $23.31 $7,544.67 $90,536.041/3 565 0FFICE/CLNIC NONE 5 6400349 ALACHUA 32315 8/1/2009 7/31/2015 2,400 $17.75 $3,550.00 842,600.00 NONE OFFICE/CLINIC NONE 12 6700006 SUMTER 34785 11/1/2006 7/31/2015 7,594 $14.18 $8,973.58 5107,682.92 NONE OFFICE FULL 28 7000840 BROWARD 33020 8/1/2000 7/31/2015 7,228 $23.44 $14,118.69 $169,424.32 NONE OFFICE FULL 31 7000922 HERNANDO 34601 8/1/2005 7/31/2015 5,452 $18.04 $8,196.17 $98,354.08 1/5 YRS OFFICE FULL 28 7600404 ST. LUCIE 34982 8/1/2000 7/31/2015 3,400 $17.91 $5,074.50 $60,894.00 NONE OFFICE FULL 10 7900096 PALM BEACH 33430 8/1/2012 7/31/2015 430 $18.14 $650.02 $7,800.20 2/1 YRS OFFICE FULL 1 8000286 WALTON 32435 8/1/2004 7/31/2015 661 $16.00 $881.33 $10,576.00 NONE OFFICE FULL 5 8000293 OKALOOSA 32547 8/1/2005 7/31/2015 4,999 $24.30 $10,122.98 $121,475.70 1/1 395 OFFICE FULL 14 7000703 OKEECHOBEE 34972 8/8/1995 8/7/2015 3,275 $20.00 $5,458.33 565,500.00 NONE OFFICE FULL 10 7600478 PALM BEACH 33461 8/13/2005 8/12/2015 3,530 $21.22 $6,242.22 $74,906.60 1/5 YRS OFFICE FULL 8 7600504 DADE 33147 8/20/2008 8/19/2015 6,236 $23.34 $12,129.02 $145,548.24 2/459 OFFICE FULL 22 4200379 BROWARD 33060 9/1/2004 8/31/2015 837 $16.00 $1,116.00 $13,392.00 NONE OFFICE FULL 3 4200416 DADE 33014 9/1/2007 8/31/2015 2,920 $26.00 $6,326.67 $75,920.002/2 YRS OFFICE FULL 10 4200448 LAKE 32778 9/1/2010 8/31/2015 4,300 517.25 $6,181.25 $74,175.00 NONE OFFICE FULL 21 4800677 ALACHUA 32601 9/1/2003 8/31/2015 3,718 $17.00 $5,267.17 $63,206.00 NONE OFFICE FULL 15 4800813 GADSDEN 32351 9/1/2010 8/31/2015 1,000 $16.00 $1,333.33 $16,000.00 1/5 595 OFFICE FULL 4 6400361 LAKE 34748 9/1/2010 8/31/2015 3,000 510.00 $2,500.00 $30,000.00 2/5 YRS OFFICE/CLINIC UTILITIES 6 6400367 PASCO 34691 9/1/2010 8/31/2015 1,041 $11.03 $956.85 $11,482.23 2/5 YRS OFFICE/CLINIC FULL 4 7001009 FLAGLER 32110 9/1/2008 8/31/2015 2,891 $23.83 $5,741.04 $68,892.53 2/438 OFFICE FULL 12 7001051 BROWARD 33313 9/1/2010 8/31/2015 8,042 $21.00 $14,073.50 $168,882.00 NONE OFFICE FULL 41 7300260 PALM BEACH 33407 9/1/2002 8/31/2015 15,347 $25.80 $32,996.05 $395,952.60 NONE OFFICE FULL 54 7300312 ALACHUA 32653 9/1/2008 8/31/2015 14,736 $21.00 $25,788.00 $309,456.00 10/1 YRS OFFICE FULL 47 ITN No.: DMS-12/13-007 Page 41 of 47 8000187 BROWARD 33311 9/11/2002 9/10/2015 9,000 $18.56 $13,920.00 $167,040.00 NONE OFFICE FULL 40 3700177 HILLSBOROUGH 33637 9/15/2005 9/14/2015 54,125 $20.50 $92,463.54 $1,109,562.50 2/5 YRS OFFICE FULL 215 8000196 OKEECHOBEE 34974 9/16/1999 9/15/2015 1,940 $17.67 $2,856.65 $34,279.80 NONE OFFICE FULL 6 6500058 PASCO 34655 10/1/2010 9/30/2015 3,129 517.60 $4,589.20 $55,070,40 2/3 YRS OFFICE FULL 17 7000858 PASCO 34667 10/1/2001 9/30/2015 3,589 518.75 $5,607.81 $67,293,75 1/3 055 OFFICE FULL 18 7300339 CHARLOTTE 33948 5/1/2010 9/30/2015 3,913 $23.75 $7,744.48 $92,933.75 1/1 045 OFFICE FULL 13 7300342 LEON 32303 10/1/2010 9/30/2015 4,998 $17.55 $7,309.58 $87,714.90 1/1 YRS OFFICE FULL 19 7700139 DADE 33194 10/1/1998 9/30/2015 53 $11.32 $50.00 $599.96 NONE WAREHOUSE UNCONDITIONED 0 7600508 OKEECHOBEE 34974 11/1/2008 10/13/2015 1,194 $17.65 $1,756.18 521,074.102/4 YR OFFICE FULL 3 4200441 LEON 32301 10/15/2010 10/14/2015 49,164 $15.91 $65,183.27 $782,199.24 NONE OFFICE FULL 161 6700003 BAY 32401 10/15/2005 10/14/2015 2,295 $18.70 $3,576.38 $42,916.50 NONE OFFICE FULL 11 4200389 COLLIER 34109 11/1/2005 10/31/2015 855 $21.05 $1,499.81 $17,997.75 NONE OFFICE FULL 5 4200445 LEON 32303 11/1/2010 10/31/2015 9,165 $16.12 $12,311.65 $147,739.80 NONE OFFICE FULL 56 4200461 CHARLOTTE 33950 11/1/2012 10/31/2015 3,102 $19.91 $5,146.74 $61,760.82 2/1 YEARS OFFICE FULL 4800575 PALM BEACH 33405 7/1/2000 10/31/2015 4,781 $20.50 $8,167.54 $98,010.50 NONE OFFICE FULL 13 4800789 DADE 33174 11/1/2008 10/31/2015 3,388 $33.31 $9,404,52 $112,854.28 1/3 YRS OFFICE FULL 8 4800826 HENDRY 33935 11/1/2012 10/31/2015 760 $17.83 $1,129,23 $13,550.80 2/3 055 OFFICE FULL 3 5500358 HILLSBOROUGH 33619 11/1/2010 10/31/2015 3,600 $13.62 $4,086.00 $49,032.00 NONE OFFICE FULL 20 5902707 SUMTER 34785 11,11/1999 10/31/2015 27,416 $16.00 $36,554.67 $438,656.00 1/1 YRS OFFICE FULL 226 6800073 LEON 32308 11/1/2012 10/31/2015 2,000 $6.40 $1,066,67 $12,800.00 5/1 YEARS WAREHOUSE NONE 7000839 TAYLOR 32347 11/1/2000 10/31/2015 2,450 $10.75 $2,194.79 $26,337.50 NONE OFFICE FULL 8 8000086 PALM BEACH 33403 11/1/1996 10/31/2015 3,918 $19.00 $6,203.50 $74,442.00 NONE OFFICE FULL 15 9000008 DUVAL 32216 4/1/2005 10/31/2015 59,800 $12.01 $59,849.83 $718,198.00 2/5 YEARS OFFICE NONE 403 4800808 ESCAMBIA 32504 11/15/2011 11/14/2015 9,998 $17.50 $14,580.42 5174,965,004/2 YRS OFFICE FULL 20 4800669 MONROE 33037 12/1/2002 11/30/2015 905 $19.57 $1,475.90 $17,710.85 NONE OFFICE FULL 2 4800760 PALM BEACH 33430 12/1/2006 11/30/2015 900 $18.00 $1,350.00 $16,200.00 1/2 YRS OFFICE FULL 2 5903013 DADE 33125 1/1/2010 11/30/2015 1,164 $18.59 $1,803.23 $21,638.76 NONE OFFICE FULL 95 5903029 HIGHLANDS 33870 12/1/2010 11/30/2015 2,38D $23.00 $4,561.67 $54,740.00 NONE OFFICE FULL 8 6400227 DADE 33173 12/1/2005 11/30/2015 22,691 $27.42 $51,848.94 $622,187.22 2/5 YRS OFFICE FULL 102 6400241 DUVAL 32216 9/1/2004 11/30/2015 4,920 $14.95 $6,129.50 $73,554.00 NONE OFFICE NONE 14 6400281 DUVAL 32216 2/1/2005 11/30/2015 1,400 $14.93 $1,741.83 $20,902.00 2/5 YRS OFFICE/CLINIC NONE 7 6400282 BROWARD 33311 12/1/2005 11/30/2015 6,000 $20.50 $10,250,00 $123,000.00 NONE OFFICE/CLINIC NONE 23 6500042 ESCAMBIA 32561 12/1/2006 11/30/2015 2,988 $21.35 $5,316.15 $63,793.80 1/3 YEARS OFFICE FULL 14 7000995 ORANGE 32808 12/1/2007 11/30/2015 5,193 $20.08 $8,689.62 $104,275.44 2/4 YRS OFFICE FULL 22 7001016 INDIAN RIVER 32980 12/1/2008 11/30/2015 4,133 $18.57 $6,395.82 576,749.812/5 YRS OFFICE FULL 21 7001070 ESCAMBIA 32501 12/1/2010 11/30/2015 5,179 $19.99 $8,627.35 $103,528.21 NONE OFFICE FULL 21 7100203 ORANGE 32801 12/1/2000 11/30/2015 9,273 $9,45 57,302.49 $87,629.85 NONE WAREHOUSE UNCONDITIONED 0 7100229 ESCAMBIA 32505 12/1/2006 11/30/2015 3,969 $5.10 $1,686.83 $20,241.90 NONE WAREHOUSE UNCONDITIONED 0 7300336 COOK 60162 12/1/2010 11/30/2015 8,228 $17.00 $11,656.33 $139,876.00 NONE OFFICE FULL 43 8000338 OSCEOLA 34741 12/1/2007 11/30/2015 7,600 $23.65 $14,978.33 5179,740.001/3 085 OFFICE FULL 25 8000194 CLAY 32043 12/15/1998 12/14/2015 2,998 $14.35 $3,585.11 $43,021.30 NONE OFFICE FULL 12 4800811 ESCAMBIA 32501 1/1/2011 12/31/2015 2,833 $18.25 $4,308.52 $51,702.25 2/3 YRS OFFICE FULL 10 6500040 DADE 33126 1/1/2005 12/31/2015 4,407 $21.50 $7,895.88 $94,750.50 2/2 585 OFFICE FULL 29 6800065 BAY 32401 1/1/2006 12/31/2015 4,999 $17.95 $7,477.67 $89,732.05 NONE OFFICE FULL 17 7000993 BREVARD 32905 1/1/2008 12/31/2015 4,937 $36.28 $14,926.20 $179,114.36 2/4 YRS OFFICE FULL 16 7001008 ORANGE 32808 12/15/2007 12/31/2015 5,347 $22.58 $10,061.27 $120,735.26 2/4 YR OFFICE FULL 24 7001032 ORANGE 32808 9/1/2008 12/31/2015 7,834 $20.00 $13,056.67 $156,680.00 NONE OFFICE FULL 37 7001053 PALM BEACH 33461 1/1/2011 12/31/2015 7,366 $24.25 $14,885.46 $178,625.50 NONE OFFICE FULL 37 7208000 LEON 32301 5/5/2000 12/31/2015 34,722 $17.00 $49,189.50 $590,274.00 NONE OFFICE FULL 100 7300343 LEE 33916 1/1/2011 12/31/2015 13,136 $14.00 $15,325.33 $183,904.00 1/1 YRS OFFICE FULL 54 7700123 PALM BEACH 33414 1/1/1996 12/31/2015 1,420 $14.82 $1,753.25 521,039.00 NONE OFFICE/WAREHOUSE NONE 0 9000014 DUVAL 32256 1/1/2013 12/31/2015 59,500 $14,80 $73,383.33 $880,600.00 2/1 YEARS OFFICE JANITORIAL 373 8000211 SUMTER 33513 1/15/2000 1/14/2016 1,108 $20.24 $1,868.83 $22,425,92 NONE OFFICE FULL 5 3700227 LEE 33931 2/1/2013 1/31/2016 1,749 $8.67 $1,263.65 $15,163.83 NONE OTHER CONDITIONED 5 4000067 ORANGE 32809 6/1/2010 1/31/2016 46,886 $19.78 $77,283.76 $927,405.08 2/5 005 OFFICE FULL 307 4200424 DUVAL 32220 2/1/2008 1/31/2016 575 $13.57 $650.23 $7,802.75 2/1 YRS OFFICE FULL 1 4300158 POLK 33859 2/1/2007 1/31/2016 3,914 $20.34 $6,634.23 $79,610.76 4/4 YRS OFFICE FULL 11 4800665 DADE 33181 2/1/2003 1/31/2016 3,719 $24.00 $7,438.00 $89,256,00 NONE OFFICE FULL 11 4800767 HIGHLANDS 33870 3/8/2007 1/31/2016 2,080 $26.65 $4,619.33 $55,432.00 NONE OFFICE FULL 7 4800817 PALM BEACH 33410 2/1/2011 1/31/2016 4,347 $24.94 $9,034.52 $108,414.18 1/5 685 OFFICE FULL 15 5500357 HILLSBOROUGH 33610 2/1/2011 1/31/2016 3,730 $15.38 $4,780.62 $57,367.40 3/2 YRS OFFICE FULL 10 5903030 MARION 34470 1/1/2011 1/31/2016 11,352 $16.50 $15,609.00 5187,308.001/1 YRS OFFICE FULL 93 6500046 LEE 33907 2/1/2006 1/31/2016 4,170 $20.28 $7,047.30 $84,567.60 NONE OFFICE FULL 20 6500047 DADE 33156 2/1/2007 1/31/2016 4,511 $23.55 $8,852.84 $106,234.05 3/2 YRS OFFICE FULL 27 7600485 LEE 33901 2/1/2006 1/31/2016 3,493 $21.67 $6,307.78 $75,693.31 2/5 YRS OFFICE FULL 10 6400347 DUVAL 32210 3/1/2009 2/28/2016 3,375 $28.73 $8,080.31 $96,963.75 1/5 YR OFFICE FULL 14 7600466 HILLSBOROUGH 33619 3/1/2006 2/28/2016 7,400 524.18 $14,911.00 $178,932.00 1/5 YRS OFFICE FULL 19 4100125 HILLSBOROUGH 75397 11/1/2010 2/29/2016 17,285 $22.88 $32,956.73 $395,480.80 NONE OFFICE FULL 71 4800738 VOLUSIA 32174 3/1/2006 2/29/2016 2,503 $17.75 $3,702.35 $44,428.25 NONE OFFICE FULL 11 4800779 DADE 33016 3/1/2008 2/29/2016 4,500 $34.15 $12,806.25 $153,675.00 NONE OFFICE FULL 7 4800814 LEE 33990 3/1/2011 2/29/2016 2,000 $22.00 53,666.67 544,000.001/5 605 OFFICE FULL 5 5903036 SANTA ROSA 32570 3/1/2011 2/29/2016 4,287 $12.68 $4,529.93 $54,359.16 1/1 YRS OFFICE FULL 17 6800066 PALM BEACH 33401 3/1/2006 2/29/2016 8,292 $21.63 $14,946.33 $179,355.96 NONE OFFICE FULL 29 7200158 LEON 32301 3/1/2011 2/29/2016 15,732 $18.00 $23,598.00 $283,176.00 2/5 085 OFFICE FULL 84 7700182 BREVARD 32901 3/1/2005 2/29/2016 2,906 $17.98 $4,354.16 $52,249.88 NONE OFFICE FULL 15 1140073 ST. LUCIE 34986 4/1/2011 3/31/2016 900 $19.06 $1,429.13 $17,149.50 NONE OFFICE FULL 6 4300131 PALM BEACH 33405 3/1/2005 3/31/2016 17,369 $17.00 $24,606.08 $295,273.00 1/3 YRS OFFICE FULL 77 4800815 ST. LUCIE 34986 4/1/2011 3/31/2016 4,014 $23.18 $7,753.71 $93,044.52 2/5 095 OFFICE FULL 17 5908054 FLAGLER 32110 4/1/1998 3/31/2016 3,614 $14.52 $4,372.94 $52,475.28 NONE OFFICE FULL 25 6400355 LEE 33971 4/1/2010 3/31/2016 3,570 $28.99 $8,624,53 $103,494.30 1/5 YRS OFFICE/CLINIC UTILITIES 10 ITNNo.: DMS-12/13-007 Page 42 of 47 6800067 PALM BEACH 33486 4/1/2006 3/31/2016 9,700 $18.54 $14,986.50 $179,838.00 5/1 YRS OFFICE UTILITIES 67 7300340 CITRUS 34461 4/1/2011 3/31/2016 4,173 $17.50 $6,085.63 873,027.501/1 305 OFFICE FULL 14 7300344 DALLAS 75062 4/1/2011 3/31/2016 4,478 $17.51 $6,534.15 $78,409.78 1/1 305 OFFICE FULL 27 8000206 COLUMBIA 32055 6/15/2000 3/31/2016 3,830 $19.25 $6,143.96 $73,727.50 NONE OFFICE FULL 15 8000363 HERNANDO 34604 1/14/2011 3/31/2016 2,000 $18.00 $3,000.00 $36,000.00 2/5 305 OFFICE FULL 7 7600490 ALACHUA 32609 4/17/2006 4/16/2016 3,754 $16.97 $5,308.78 563,705.382/5 YRS OFFICE FULL 8 4300166 LEON 32308 5/1/2011 4/30/2016 43,155 $17.50 $62,934.38 $755,212.50 NONE OFFICE FULL 177 6400299 LEE 33913 5/1/2006 4/30/2016 4,999 $10.80 $4,499.10 $53,989.20 1/5 YRS WAREHOUSE NONE 4 5903065 MANATEE 34205 6/1/2011 5/31/2016 3,500 $18.46 $5,384.17 $64,610.00 1/3 005 OFFICE FULL 10 7000978 MARTIN 34994 6/1/2009 5/31/2016 5,565 $31.59 $14,649.86 $175,798.35 2/4 305 OFFICE FULL 24 7600521 DADE 33166 6/1/2009 5/31/2016 4,999 $36.62 $15,255.28 $183,063.38 2/5 YRS OFFICE UTILITIES 20 8000369 HENDRY 33935 5/1/2011 5/31/2016 826 $19.31 $1,329.17 515,950.01 2/5 YRS OFFICE FULL 4 3700225 SANTA ROSA 32565 7/1/2011 6/30/2016 713 $4.63 $275.00 $3,300.00 1/5 YRS OFFICE NONE 2 4200449 LEON 32303 7/1/2011 6/30/2016 19,401 $16.79 $27,145.23 $325,742.79 NONE OFFICE FULL 81 4300168 PALM BEACH 33402 7/1/2011 6/30/2016 1,375 $18.98 $2,174.79 526,097.50 NONE OFFICE FULL 3 4800613 LEE 33916 7/1/2011 6/30/2016 3,022 $16.00 $4,029.33 $48,352.00 NONE OFFICE FULL 11 5902736 DADE 33139 7/1/2001 6/30/2016 1,986 523.69 $3,920.70 $47,048.34 1/5 YRS OFFICE FULL 12 7000852 PALM BEACH 334834531 11/1/2000 6/30/2016 8,287 $27.18 $18,770.06 $225,240.66 NONE OFFICE FULL 41 7001028 BREVARD 32522 7/1/2009 6/30/2016 7,722 $32.75 $21,074.63 $252,895.50 2/4 YRS OFFICE FULL 32 5902608 DADE 33165 12/1/1999 7/31/2016 15,011 $18.57 $23,229.52 $278,754.27 NONE OFFICE FULL 96 5903052 OSCEOLA 34741 8/1/2011 7/31/2016 1,972 $12.50 $2,054.17 $24,650.00 1/5 YEAR OFFICE FULL 13 7001031 OSCEOLA 34741 8/1/2009 7/31/2016 8,944 $22.75 $16,956.33 $203,476.00 2/4 YRS OFFICE FULL 41 7300345 SARASOTA 34236 8/1/2011 7/31/2016 18,310 $16.75 $25,557.71 8306,692.5010/1 YRS OFFICE FULL 71 8000071 TAYLOR 32347 8/1/1995 7/31/2016 2,200 $12.00 $2,200.00 $26,400.00 NONE OFFICE FULL 7 8000215 MARION 34470 8/1/2000 7/31/2016 6,663 $17.61 $9,777.95 $117,335.43 NONE OFFICE FULL 30 8000225 OKALOOSA 32536 8/1/2000 7/31/2016 1,780 $18.00 $2,670.00 $32,040.00 2/1 YRS OFFICE FULL 5 5903035 HENDRY 33935 5/1/2011 8/16/2016 1,100 $18.54 $1,699.50 $20,394.00 3/1 YRS OFFICE JANITORIAL 19 1140068 HILLSBOROUGH 33607 9/1/2006 8/31/2016 4,000 $17.18 $5,726.67 $68,720.00 1/5 YRS OFFICE FULL 18 4300167 PALM BEACH 33401 9/1/2011 8/31/2016 8,527 $20.32 $14,439.05 $173,268.64 NONE OTHER FULL 24 5903051 DESOTO 34266 9/1/2011 8/31/2016 3,215 $18.54 $4,967.18 $59,606.10 5/1 YEARS OFFICE FULL 20 5908055 COLLIER 34142 9/1/2001 8/31/2016 2,263 $23.00 $4,337.42 852,049.001/5 3195 OFFICE FULL 40 7600413 HILLSBOROUGH 33610 9/1/2001 8/31/2016 8,000 $22.61 $15,073.33 $180,880.00 NONE OFFICE FULL 37 7600451 BROWARD 33441 9/1/2006 8/31/2016 3,676 $40.00 $12,253.33 $147,040.00 1/5 YRS OFFICE FULL 15 8000379 DESOTO 34266 7/1/2012 8/31/2016 1,605 $18.54 $2,479.73 $29,756.70 5/1 YRS OFFICE FULL 4800819 SEMINOLE 32771 9/1/2011 9/30/2016 1,242 $23.18 $2,399.13 $28,789.56 1/5 YR. OFFICE FULL 4 5902967 MARTIN 34994 10/1/2008 9/30/2016 3,927 $20.81 $6,810.07 881,720.871/3 YRS OFFICE JANITORIAL 23 5903039 ESCAMBIA 32503 10/1/2011 9/30/2016 19,813 $18.35 $30,297.38 $363,568.55 10/1 YRS OFFICE FULL 110 6400277 HILLSBOROUGH 33614 10/1/2006 9/30/2016 32,578 $23.03 $62,522.61 $750,271.34 2/5 905 OFFICE FULL 144 6500059 BROWARD 33321 10/1/2011 9/30/2016 4,276 $18.60 $6,627.80 $79,533.60 1/5 YEARS OFFICE FULL 26 7300359 LEON 32301 10/1/2011 9/30/2016 3,095 $19.58 $5,050.01 $60,600.1010/1 YR OFFICE FULL 10 7600464 BAY 32406 10/1/2006 9/30/2016 1,900 $18.54 $2,935.50 835,226.002/5 YRS OFFICE FULL 11 8000207 PUTNAM 32177 8/1/2000 9/30/2016 4,287 $18.58 $6,637,71 $79,652.46 2/2 595 OFFICE FULL 11 _431018 PALM BEACH 33406 7/1/1994 9/30/2016 6,216 $24.73 $12,810.14 $153,721.68 NONE OTHER FULL 0 _431020 ORANGE 33405 5/3/2010 9/30/2016 5,000 $8.50 $3,541.67 $42,500.00 NONE WAREHOUSE FULL 0 3700228 LEON 32399 10/5/2012 10/1/2016 22,434 $3.56 $6,655.42 $79,865.04 None OFFICE FULL 7000964 ORANGE 32805 10/26/2006 10/22/2016 6,074 $17.60 $8,908.53 $106,902.40 1/5 085 OFFICE FULL 33 7008001 SUWANNEE 32060 11/1/1997 10/31/2016 3,686 $18.57 $5,704.09 $68,449.02 NONE OFFICE FULL 18 7100242 SUWANNEE 32064 11/1/2011 10/31/2016 2,200 $5.45 $999.17 $11,990.00 1/5 YRS OFFICE NONE 9 7300346 VOLUSIA 32117 11/1/2011 10/31/2016 18,853 $18.25 $28,672.27 $344,067.25 1/1 YRS OFFICE FUL1. 94 7300355 OKALOOSA 32539 11/1/2011 10/31/2016 12,144 $25.10 625,401.20 6304,814.4010/1 YR. OFFICE FULL 59 8000107 DUVAL 32207 11/1/1996 10/31/2016 3,336 $15.00 $4,170.00 $50,040.00 NONE OFFICE FULL 12 8000189 GADSDEN 32351 11/1/1998 10/31/2016 2,200 $15.50 $2,841.67 $34,100.00 NONE OFFICE FULL 9 8000261 CITRUS 34450 11/1/2002 10/31/2016 1,829 $15.19 $2,315.21 $27,782.51 NONE OFFICE FULL 13 7000963 ORANGE 32805 11/8/2006 11/7/2016 5,670 $17.60 $8,316.00 $99,792.00 1/5 YRS OFFICE FULL 21 5903045 PALM BEACH 33404 12/1/2011 11/30/2016 21,047 $20.91 $36,674.40 $440,092.77 10/1 YEAR OFFICE FULL 109 6500053 BAY 32401 12/1/2008 11/30/2016 1,800 $16.50 52,475.00 549,700.002/1 505 OFFICE FULL 11 7200109 ALACHUA 32608 12/1/1996 11/30/2016 3,919 $18.00 $5,878.50 $70,542.00 NONE OFFICE FULL 6 7200155 ST. LUCIE 34986 12/1/2009 11/30/2016 3,500 824.67 $7,195.42 $86,345.00 1/3 YRS OFFICE FULL 6 7200159 INDIAN RIVER 32958 12/1/2011 11/30/2016 3,777 $22.50 $7,081.88 $84,982.50 1/5 595 OFFICE FULL 7 7300306 CLAY 32003 12/1/2006 11/30/2016 3,334 $26.90 $7,473.72 $89,684.60 10/1 YRS OFFICE FULL 15 8000327 LEE 33919 12/1/2006 11/30/2016 2,325 $17.18 $3,328.63 $39,943.50 1/5 YRS OFFICE FULL 9 4200406 MARTIN 34984 12/15/2006 12/14/2016 879 $21.57 $1,580.00 $18,960.03 NONE OFFICE FULL 3 4100121 VOLUSIA 32118 1/1/2009 12/31/2016 10,119 $21.62 $18,231.07 $218,772.78 NONE OFFICE FULL 34 4800544 DADE 33145 1/1/1994 12/31/2016 2,300 $25.75 $4,935.42 $59,225.00 NONE OFFICE FULL 7 6500049 DUVAL 32207 10/1/2006 12/31/2016 3,985 $14.50 $4,815.21 $57,782.50 1/5 305 OFFICE FULL 24 7000872 JACKSON 32448 1/1/2002 12/31/2016 4,200 $16.03 $5,610.50 $67,326.00 NONE OFFICE FULL 17 7001006 SARASOTA 34229 1/1/2010 12/31/2016 3,400 $21.75 $6,162.50 573,950.002/5 595 OFFICE FULL 15 7001044 HILLSBOROUGH 33617 1/1/2010 12/31/2016 4,371 $16.07 $5,853.50 $70,241.97 2/5 585 OFFICE FULL 21 7100243 ST. LUCIE 34950 1/1/2012 12/31/2016 1,180 $12.00 $1,180.00 514,160.001/5 YRS OFFICE NONE 4 8000096 DADE 33189 1/1/1996 12/31/2016 2,999 $18.50 $4,623.46 $55,481.50 NONE OFFICE FULL 10 8000280 PALM BEACH 33406 1/1/2005 12/31/2016 4,999 $23.18 $9,656.40 $115,876.82 NONE OFFICE FULL 20 3100082 ORANGE 32809 2/1/2007 1/31/2017 187,196 $11,55 $180,176.15 $2,162,113.80 NONE WAREHOUSE CONDITIONED 0 4100127 ORANGE 32801 11/1/2011 1/31/2017 12,709 $23.36 $24,740.19 $296,882.24 NONE OFFICE FULL 50 4100128 PALM BEACH 33401 2/1/2012 1/31/2017 23,437 $23.69 $46,268.54 $555,222.53 NONE OFFICE FULL 76 4800821 DADE 33189 2/1/2012 1/31/2017 8,085 $27.74 $18,689.83 $224,277.90 1/5 6485 OFFICE FULL 15 5902959 ESCAMBIA 32501 2/1/2007 1/31/2017 400 $15.00 $500.00 $6,000.00 1/5 YEAR OFFICE NONE 2 5903041 BAY 32401 2/1/2012 1/31/2017 13,555 $26.50 $29,933.96 $359,207.50 5/2 YEARS OFFICE FULL 73 5903042 BAY 32401 2/1/2012 1/31/2017 4,816 $20.20 $8,106.93 $97,283.20 5/2 YEARS OFFICE FULL 33 7000935 NASSAU 32097 2/1/2010 1/31/2017 2,340 $20.00 $3,900.00 $46,800.00 2/7 305 OFFICE FULL 9 1140052 DUVAL 32207 3/1/1995 2/28/2017 3,269 $13.00 $3,541.42 $42,497.00 NONE OFFICE FULL 17 ITN No.: DMS-12/13-007 Page 43 of 47 4200457 PALM BEACH 33409 4/1/2012 2/28/2017 985 $14.34 $1,177.08 $14,124.90 NONE OFFICE JANITORIAL 6 7700185 CHARLOTTE 33954 3/1/2007 2/28/2017 6,613 $29.80 $16,422.28 $197,067.40 NONE OFFICE/WAREHOUSE NONE 25 8000102 VOLUSIA 32724 4/1/1996 2/28/2017 4,758 $16.85 $6,681.03 $80,172.30 NONE OFFICE FULL 24 8000326 DADE 33176 3/1/2006 2/28/2017 5,733 $26.75 $12,779.81 $153,357.75 NONE OFFICE FULL 12 4500099 LEON 32304 4/1/2002 3/31/2017 1,463 $5.00 $609.58 $7,315.00 NONE WAREHOUSE UNCONDITIONED 0 4800647 COLLIER 33934 6/1/2002 3/31/2017 618 $28.88 $1,487.32 $17,847.84 NONE OFFICE FULL 2 5903049 LAKE 32778 4/1/2012 3/31/2017 10,734 $17.15 $15,340.68 $184,088.10 2/1 565 OFFICE FULL 77 6500051 HILLSBOROUGH 33612 4/1/2007 3/31/2017 4,664 $15.95 $6,199.23 $74,390.80 NONE OFFICE FULL 26 7200122 VOLUSIA 32118 4/1/2002 3/31/2017 2,909 $16.48 $3,995.03 $47,940.32 1/5 565 OFFICE FULL 6 8000311 DUVAL 32207 1/1/2007 3/31/2017 15,733 $16.74 $21,947.54 $263,370.42 2/5 765 OFFICE FULL 60 8000295 LEON 32301 4/15/2005 4/14/2017 1,000 $6.00 $500.00 $6,000.00 NONE WAREHOUSE UNCONDITIONED 1 4800765 SUWANNEE 32064 5/1/2000 4/30/2017 1,432 $19.05 $2,273.30 527,279.601/2 YRS OFFICE FULL 4 5902915 BREVARD 32955 5/1/2007 4/30/2017 19,007 $24.59 $38,948.51 $467,382.13 NONE REI, OFFICE FULL 139 6100029 HILLSBOROUGH 33607 6/1/2012 4/30/2017 2,787 $22.43 $5,209.37 $62,512.411/3 YRS OFFICE FULL 15 6400297 BROWARD 33317 5/1/2007 4/30/2017 4,950 $11.42 $4,710.75 $56,529.00 NONE WAREHOUSE NONE 5 7000593 MADISON 32340 6/1/1991 4/30/2017 1,749 $15.76 $2,297.02 $27,564.24 NONE OFFICE FULL 6 7000860 VOLUSIA 32114 5/1/2002 4/30/2017 9,998 $19.75 $16,455.04 5197,460.501/5 561 OFFICE FULL 45 7100227 LEON 32308 5/1/2007 4/30/2017 23,993 $17.25 $34,489.94 $413,879.25 2/5 YRS OFFICE FULL 50 7200149 ESCAMBIA 32501 5/1/2007 4/30/2017 3,999 $17.00 $5,665.25 $67,983.00 NONE OFFICE FULL 7 7300317 ESCAMBIA 32505 5/1/2009 4/30/2017 35,519 $21.73 $64,318.99 $771,827.87 NONE OFFICE FULL 108 7700206 MARION 34471 5/1/2009 4/30/2017 912 $18.00 $1,368.00 $16,416.00 NONE OFFICE FULL 3 7900093 DADE 33166 5/1/2012 4/30/2017 16,625 $27.77 $38,473.02 $461,676.25 NONE OFFICE FULL 85 8000140. GILCHRIST 32693 5/1/1997 4/30/2017 1,751 $15.75 $2,298.19 $27,578.25 NONE OFFICE FULL 6 8000153 PASCO 34654 5/1/1997 4/30/2017 6,244 $16.79 $8,736.40 $104,836.76 2/5 065 OFFICE JANITORIAL 22 8000342 CHARLOTTE 33950 5/1/2007 4/30/2017 2,141 $20.00 $3,568.33 $42,820.00 1/5 085 OFFICE FULL 7 8000378 DADE 33169 5/1/2012 4/30/2017 10,529 $18.00 $15,793.50 $189,522.00 NONE OFFICE FULL 47 6400343 BROWARD 33317 6/1/2008 5/31/2017 9,250 $11.42 $8,802.92 $105,635.00 NONE OFFICE/WAREHOUSE NONE 11 7000951 CITRUS 34450 6/1/2005 5/31/2017 4,764 $19.00 $7,543.00 $90,516.00 1/5 795 OFFICE FULL 20 7001040 HILLSBOROUGH 33534 6/1/2010 5/31/2017 4,870 $21.63 $8,778.18 $105,338.10 2/5 YRS OFFICE FULL 23 7001046 SARASOTA 34237 6/1/2010 5/31/2017 5,178 $19.35 $8,349.53 $100,19430 2/5 705 OFFICE FULL 23 7300257 FULTON 30339 6/1/2002 5/31/2017 7,765 $21.53 $13,931.70 $167,180.45 NONE OFFICE FULL 43 8000337 SUWANNEE 32306 6/1/2007 5/31/2017 2,038 $19.10 $3,243.82 $38,925.80 2/5 YRS OFFICE FULL 7 4200454 PALM BEACH 33401 7/1/2012 6/30/2017 3,796 $15.42 $4,877.86 $58,534.32 NONE OFFICE FULL 19 4200456 BREVARD 32901 7/1/2012 6/30/2017 951 $14.50 $1,149.13 $13,789.50 5/1 YEARS OFFICE/WAREHOUSE UTILITIES 3 4800816 BROWARD 33351 7/1/2011 6/30/2017 4,296 $22.00 $7,876.00 594,512.001/3 385 OFFICE FULL 11 4800825 BROWARD 33351 1/1/2013 6/30/2017 332 $10.50 $290.50 $3,486.00 1/4 YRS WAREHOUSE CONDITIONED 0 5903053 HOLMES 32425 7/1/2012 6/30/2017 3,995 $19.00 $6,325.42 $75,905.00 10/1 YEAR OFFICE FULL 18 5903057 OKEECHOBEE 34972 7/1/2012 6/30/2017 2,800 $21.00 $4,900.00 $58,800.00 10/1 YEAR OFFICE FULL 15 5903063 WASHINGTON 32428 7/1/2012 6/30/2017 3,267 $18.50 $5,036.63 $60,439.50 10/1 YEAR OFFICE FULL 17 7900095 ALACHUA 32606 7/1/2012 6/30/2017 7,623 $21.00 $13,340.25 $160,083.00 2/5 765 OFFICE FULL 31 8000226 SANTA ROSA 32570 7/1/2000 6/30/2017 3,038 $14.00 $3,544.33 $42,532.00 NONE OFFICE FULL 10 4800803 DESOTO 34266 8/1/2010 7/31/2017 976 $20.05 $1,630.73 $19,568.802/5 YRS OFFICE UTILITIES 2 6100025 DADE 33156 8/1/2005 7/31/2017 2,779 $23.80 $5,511.68 $66,140.20 NONE OFFICE FULL 11 7200113 BAY 32405 3/1/2002 7/31/2017 4,200 $18.25 $6,387.50 $76,650.00 NONE OFFICE FULL 6 7300358 HIGHLANDS 33870 8/1/2012 7/31/2017 6,090 $14.89 $7,556.68 $90,680.10 NONE OFFICE FULL 14 7600423 PINELLAS 33762 8/1/2002 7/31/2017 2,458 $15.45 $3,164.68 $37,976.10 NONE OFFICE FULL 8 8000368 BRADFORD 32091 8/1/2010 7/31/2017 388 $18.00 $582.00 $6,984.00 NONE OFFICE FULL 2 4200464 INDIAN RIVER 32966 8/15/2012 8/14/2017 2,495 $18.25 $3,794.48 $45,533.75 NONE OFFICE/WAREHOUSE FULL 21 1140063 ESCAMBIA 32504 9/1/2001 8/31/2017 2,088 $17.00 $2,958.00 $35,496.00 NONE OFFICE FULL 11 1140074 MANATEE 34210 9/1/2012 8/31/2017 406 $15.00 $507.50 $6,090.00 1/5 YEAR OFFICE FULL 1 6500029 LEON 32301 8/29/2000 8/31/2017 2,870 $16.85 $4,029.96 $48,359.50 NONE OFFICE FULL 14 7001042 LAKE 34748 9/1/2009 8/31/2017 3,064 $29.25 $7,468.50 $89,622.00 2/4 765 OFFICE FULL 13 9000009 LEON 32303 9/1/2010 8/31/2017 48,287 $13.97 $56,214.12 $674,569.39 2/5 YEARS OFFICE NONE 264 1140075 DADE 33166 10/1/2012 9/30/2017 1,690 $21.85 $3,077.21 $36,926.50 1/5 YEAR OFFICE FULL 1 4100095 DUVAL 32207 11/1/1996 9/30/2017 8,387 $17.00 $11,881.58 $142,579,00 NONE OFFICE FULL 34 4800773 DADE 33166 10/1/2007 9/30/2017 2,922 $28.00 $6,818.00 $81,816.00 NONE OFFICE FULL 11 6400220 PALM BEACH 33404 10/1/2004 9/30/2017 27,490 $8.44 $19,334.63 $232,015.60 NONE OFFICE NONE 83 6400308 DUVAL 32207 10/1/2007 9/30/2017 57,996 $15.22 $73,558.26 $882,699.12 1/5 YRS OFFICE/CLINIC FULL 253 7000883 DUVAL 32254 10/1/2002 9/30/2017 4,999 $16.25 $6,769,48 $81,233.75 NONE OFFICE FULL 19 7001050 DIXIE 32680 10/1/2009 9/30/2017 2,660 $20.00 $4,433.33 $53,200.00 2/4 345 OFFICE FULL 7 7001081 PALM BEACH 33401 10/1/2012 9/30/2017 11,313 $20.86 $19,665.77 $235,989.18 NONE OFFICE FULL 34 7600520 VOLUSIA 32141 10/1/2009 9/30/2017 1,800 $22.95 $3,442.50 $41,310.00 2/3 YRS OFFICE FULL 6 7600500 VOLUSIA 32721 10/9/2007 10/8/2017 3,668 $17.28 $3,281.92 $63,383.04 1/5 345 OFFICE FULL 9 3700226 BAY 32401 11/1/2012 10/31/2017 3,200 $12.10 $3,226.67 538,720.00 NONE OFFICE UTILTNES 15 4200440 INDIAN RIVER 32966 11/1/2009 10/31/2017 3,645 $11.43 $3,471.86 $41,662.35 NONE OFFICE FULL 3 4200466 OKALOOSA 32547 11/1/2012 10/31/2017 3,394 $19.90 $5,62&38 $67,540.60 1/2 YEAR OFFICE FULL 13 4300174 BAY 32405 11/1/2012 10/31/2017 1,046 $21.25 $1,852.29 $22,227.50 2/5 YEARS OFFICE FULL 5 5903050 BRADFORD 32091 11/1/2012 10/31/2017 2,700 $20.50 $4,612.50 $55,350.00 10/1 YEAR OFFICE FULL 16 7000878 CLAY 32073 11/1/2002 10/31/2017 3,605 $17.20 $5,167.17 $62,006.00 NONE OFFICE FULL 19 7001055 BROWARD 33311 7/1/2010 10/31/2017 8,251 $27.68 $19,032.31 $228,387.68 2/5 455 OFFICE FULL 42 8000270 MONROE 33036 11/1/2002 10/31/2017 1,400 $22.02 $2,569.00 $30,828.00 NONE OFFICE FULL 4 9000010 LEON 32309 11/1/2011 10/31/2017 32,125 $22.36 $59,859.58 $718,315.00 2/5 YEARS OFFICE NONE 127 4200167 LEON 32303 12/1/2012 11/30/2017 4,000 $4.80 $1,600.00 $19,200.00 NONE WAREHOUSE UNCONDITIONED 5902951 DADE 33034 12/1/2006 11/30/2017 1,342 $11.00 $1,230.17 $14,762.00 NONE OFFICE FULL 11 5903046 BROWARD 33351 12/1/2012 11/30/2017 13,024 $21.00 $22,792.00 $273,504.00 10/1 YEAR OFFICE FULL 86 8000336 LAKE 32757 12/1/2007 11/30/2017 6,672 $21.37 $11,881,72 $142,580.64 NONE OFFICE FULL 26 5903064 PUTNAM 32177 1/1/2013 12/31/2017 4,556 $18.11 $6,875.76 $82,509.16 10/1 YEAR OFFICE FULL 27 7001058 ALACHUA 32601 1/1/2011 12/31/2017 7,307 $20.95 $12,756.80 $153,081.65 2/5 YRS OFFICE FULL 26 7100206 VOLUSIA 32120 3/1/2003 12/31/2017 12,420 $16.00 $16,560.00 $198,720.00 2/5 795 OFFICE FULL 23 7700135 BROWARD 33351 1/15/1998 1/14/2018 2,432 $15.50 $3,141.33 537,696.00 NONE OFFICE/WAREHOUSE FULL 7 ITN No.: DMS-12/13-007 Page 44 of 47 6400309 PALMBEACH 33404 2/1/2008 1/31/2018 2,884 $54.49 $13,095,76 $157,149.16 2/5 YR OFFICE/CLINIC UTILITIES 21 7300296 BAY 32404 2/1/2008 1/31/2018 14,737 $25.00 $30,702.08 $368,425.00 10/1 YR OFFICE FULL 41 8000347 HILLSBOROUGH 33619 2/1/2007 1/31/2018 1,798 $17.00 $2,547.17 $30,566.00 2/3 495 OFFICE FULL 9 1140069 LEE 33907 3/1/2008 2/28/2018 1,151 $22.80 $2,186.90 $26,242.80 NONE OFFICE FULL 6 4800778 DADE 33169 3/1/2008 2/28/2018 3,500 $24.75 $7,218.75 $86,625.00 NONE OFFICE FULL 13 7300262 LEON 32304 2/15/2003 2/28/2018 34,809 $14.78 $42,873.09 $514,477.02 5/1 465 OFFICE JANITORIAL 152 3700213 PALM BEACH 33401 4/1/2011 3/31/2018 32,293 $23.40 $62,971.35 $755,656.20 NONE OFFICE FULL 127 7300261 MARION 34474 4/1/2003 3/31/2018 11,227 $21.90 $20,489.28 $245,871.30 NONE OFFICE FULL 43 8000340 LEE 33904 3/14/2008 3/31/2018 2,648 $30.95 $6,829.63 $81,955.60 NONE OFFICE FULL 8 6400174 HILLSBOROUGH 33607 5/1/2002 4/30/2018 4,159 $17.90 $6,203.84 $74,446.10 NONE OFFICE FULL 18 6400289 PALM BEACH 33407 5/1/2008 4/30/2018 6,200 $26.92 $13,908.67 $166,904.00 2/5 YR OFFICE FULL 17 7000649 PASCO 33526 6/1/1993 5/31/2018 3,701 $25.52 $7,870.79 $94,449.52 NONE OFFICE FULL 19 4200432 DUVAL 32256 7/1/2008 6/30/2018 4,378 $14.68 $5,958.00 571,496.005/1 YEAR OFFICE FULL 9 6400280 BAY 32404 7/1/2008 6/30/2018 18,540 $25.75 $39,783.75 $477,405.00 2/5 YRS OFFICE FULL 29 6700008 LEON 32303 7/1/2008 6/30/2018 6,197 $22.37 $11,552.24 $138,626.89 1/1 YR OFFICE FULL 31 7000810 PASCO 34654 8/1/1999 6/30/2018 5,350 $18.03 $8,038.38 $96,460.50 NONE OFFICE FULL 26 3600006 LEON 32301 7/15/1998 7/14/2018 157,653 $16.91 $222,159.35 $2,665,912.23 NONE OFFICE/WAREHOUSE JANITORIAL 248 360SUB1 LEON 32301 11/1/2011 7/14/2018 -14,854 $16.91 -$20,931.76 -$251,181.14 NONE OFFICE/WAREHOUSE JANITORIAL 4800830 LEON 32301 11/1/2011 7/14/2018 14,854 $16.91 $20,931.76 $251,181.14 NONE OFFICE/WAREHOUSE JANITORIAL 4800769 POLK 33801 8/1/2006 7/31/2018 2,265 $21.50 $4,058.13 $48,697.50 NONE OFFICE FULL 8 5902973 DADE 33177 8/1/2008 7/31/2018 14,750 $30.00 536,875.00 $442,500.00 1/5 YRS OFFICE FULL 45 5902993 DADE 33177 8/1/2008 7/31/2018 4,418 $25.00 $9,204.17 $110,450.00 1/5 705 OFFICE FULL 45 7300310 PINELLAS 33764 8/1/2008 7/31/2018 42,556 $25.89 $91,814.57 0,101,774.845/1 YR OFFICE FULL 164 _431019 ORANGE 32809 10/1/2011 9/30/2018 8,689 $15.57 $11,273.98 035,287.73 NONE OFFICE FULL 25 7001062 ST. LUCIE 34950 10/25/2010 10/24/2018 6,351 $22.28 $11,791.69 041,500.282/4 YRS OFFICE FULL 25 7001064 POLK 33844 9/1/2010 10/31/2018 2,795 $19.00 $4,425.42 $53,105.00 2/4 455 OFFICE FULL 10 7001075 ALACHUA 32605 11/1/2011 10/31/2018 6,012 $19.00 $9,519.00 $114,228.00 2/5 YRS OFFICE FULL 13 7600469 MANATEE 34221 12/15/2005 12/14/2018 3,213 $26.26 $7,031.12 $84,373.38 NONE OFFICE FULL 15 6400195 ESCAMBIA 32501 12/16/2003 12/15/2018 24,550 $22.53 $46,092.63 3553,111.50 NONE OFFICE/CLINIC FULL 95 6400345 DUVAL 32216 1/1/2009 12/31/2018 9,998 $17.40 $14,497.10 $173,965.20 1/5 YR OFFICE/CLINIC UTILITIES 23 6500043 MARION 34470 1/1/2006 12/31/2018 3,150 $18.95 $4,974.38 559,692.501/6 YEARS OFFICE FULL 18 7001036 OKALOOSA 32536 1/1/2009 12/31/2018 4,300 $22.25 $7,972.92 $95,675.00 2/5 YRS OFFICE FULL 12 8000273 PALM BEACH 33409 2/1/2002 1/31/2019 2,810 $24.09 $5,641.08 $67,692.90 NONE OFFICE FULL 11 7001005 LEVY 32626 2/23/2007 2/22/2019 3,364 $16.10 54,513.37 $54,160.40 NONE OFFICE FULL 10 6800070 DADE 33166 3/4/2009 2/28/2019 37,539 $39.69 $124,160.24 $1,489,922.91 3/3 YR OFFICE FULL 169 3600685 PALM BEACH 33411 7/1/2009 6/30/2019 5,997 $20.51 510,249,87 $122,998.47 2/5 YEARS OFFICE/WAREHOUSE FULL 19 6400181 DUVAL 32210 8/1/2004 7/31/2019 25,777 $15.20 $32,650.87 5391,810.402/5 YRS OFFICE/CLINIC NONE 39 7000774 SANTA ROSA 32570 9/1/1997 8/31/2019 3,525 $16.02 $4,705.88 $56,470.50 NONE OFFICE FULL 22 7200154 LEE 33966 9/1/2009 8/31/2019 7,097 $27.65 $16,352.67 $196,232.05 1/5 YR OFFICE FULL 11 7100146 ESCAMBIA 32501 2/10/1995 9/30/2019 30,620 $31.57 $80,556.12 $966,673.40 NONE OFFICE FULL 67 7300321 POLK 33801 10/1/2009 9/30/2019 37,050 $19.61 $60,545,88 5726,550.507/1 765 OFFICE FULL 116 400M138 LEON 32399 11/1/2004 10/31/2019 9,847 $21.16 $17,363.54 $208,362.52 2/1 405 OFFICE FULL 44 430M138 LEON 32399 11/1/2004 10/31/2019 133,414 $21.16 $235,253.35 52,823,040.242/1 765 OFFICE FULL 351 450M138 LEON 32399 11/1/2004 10/31/2019 36,502 $21.16 $64,365.19 $772,382.32 2/1 YRS OFFICE FULL 126 480M138 LEON 32399 11/1/2004 10/31/2019 19,227 $21.16 $33,903.61 5406,843.322/5 YRS OFFICE FULL 55 550M138 LEON 32399 11/1/2004 10/31/2019 81,243 $21.16 $143,258.49 $1,719,101.88 2/1 705 OFFICE FULL 288 590M139 LEON 32399 11/1/2004 10/31/2019 132,036 $16.12 $177,368.36 $2,128,420.32 NONE OFFICE FULL 262 640M138 LEON 32399 11/1/2004 10/31/2019 126,313 $21.16 $222,731.92 52,672,783.082/1 YRS OFFICE FULL 620 770M138 LEON 32399 11/1/2004 10/31/2019 53,821 $21.16 $94,904.36 0,138,852.362/1 785 OFFICE FULL 141 800M138 LEON 32399 11/1/2004 10/31/2019 110,780 $21.16 $195,342.07 $2,344,104.80 2/1 YRS OFFICE FULL 304 3600686 LEE 33966 1/1/2010 12/31/2019 6,400 $13.11 $6,992.00 $83,904.00 2/5 YRS OFFICE/WAREHOUSE UTILITIES 17 590M140 LEON 32399 1/1/2005 12/31/2019 287,155 $17.27 $413,263.90 $4,959,166.85 NONE OFFICE UTILITIES 1245 720M140 LEON 32399 11/1/2004 12/31/2019 43,835 $17.27 $63,085.87 $757,030.45 NONE OFFICE FULL 204 7300347 LAKE 34748 1/1/2012 12/31/2019 15,336 $20.69 $26,441.82 $317,301.84 7/1 795 OFFICE FULL 65 7900082 COLLIER 34142 2/1/2004 1/31/2020 350 $31.71 $924.88 $11,098.50 NONE OFFICE FULL 2 680M141 LEON 32308 1/1/2005 2/29/2020 244,163 $18.19 $370,057,84 $4,440,694.12 2/5 YRS OFFICE FULL 1100 7100245 ESCAMBIA 32504 3/1/2012 2/29/2020 2,000 $1.65 $275,00 $3,300.00 MONTHT HANGAR UTILITIES 3600684 ALACHUA 32608 3/30/2005 3/29/2020 5,150 $23.28 $9,990,17 $119,882.04 NONE OFFICE/WAREHOUSE FULL 13 7001077 DADE 33056 5/1/2012 4/30/2020 26,150 $23.00 $50,120.83 $601,450.00 2/5 465 OFFICE FULL 108 790M139 LEON 32399 11/1/2004 4/30/2020 208,388 $13.83 $240,167.17 $2,882,006.04 NONE OFFICE FULL 855 7001079 LAKE 32778 9/1/2012 8/31/2020 7,323 $15.97 $9,745.69 5116,948.312/4 YRS OFFICE FULL 36 4100123 BROVVARD 33301 10/1/2010 9/30/2020 42,027 $29.03 $101,670.32 $1,220,043.81 5/2 795 OFFICE FULL 175 6400245 ORANGE 32809 10/1/2005 11/30/2020 23,158 $25.68 $49,558.12 $594,697,44 1/5 765 OFFICE FULL 43 7001083 BROWARD 33313 2/1/2013 1/31/2021 5,855 $22.50 $10,978.13 $131,737,50 2/5 YEARS OFFICE FULL 7300341 LEON 32304 3/1/2011 4/30/2021 26,744 $17.95 $40,004.57 $480,054.80 1/5 785 OFFICE FULL 30 6400356 PINELLAS 33781 9/1/2011 8/31/2021 16,182 $20.67 $27,873.50 5334,481.942/5 YRS OFFICE UTILITIES 34 8000364 BROWARD 33063 7/1/2011 8/31/2021 8,488 $28.51 $20,166.07 $241,992.88 1/5 YRS OFFICE FULL 37 3700218 LEON 32303 11/1/2011 10/31/2021 24,236 $17.50 $35,344.17 $424,130.00 2-5 YEARS OFFICE/WAREHOUSE FULL 68 6400380 DUVAL 32256 11/1/2011 10/31/2021 32,857 $12.29 $33,651.04 $403,812.53 2 - 5 YEAR OFFICE FULL 204 7300351 JACKSON 32446 11/1/2011 10/31/2021 11,863 $19.50 $19,277.38 $231,328.50 5/1 795 OFFICE FULL 47 7200160 HILLSBOROUGH 33607 3/1/2012 2/28/2022 7,784 $19.73 $12,798.19 $153,578.32 NONE OFFICE FULL 17 7900094 DUVAL 32207 4/1/2012 3/31/2022 13,066 $10.50 $11,432.75 $137,193.00 2/5 YEARS OFFICE FULL 51 7600530 BROWARD 33311 2/28/2012 4/19/2022 12,500 520.00 $20,833.33 5250,000.002/3 YRS OFFICE FULL 74 5909079 MONROE 33070 5/1/2012 4/30/2022 500 $0.00 $0.00 $0.00 NONE OFFICE FULL 4 3700224 DUVAL 32256 9/1/2012 8/31/2022 33,810 $17.40 549,024.50 $588,294.00 2/5 YEARS OFFICE FULL 160 4200459 DADE 33166 10/1/2012 9/20/2022 9,190 $26.03 $19,934.64 $239,215.70 NONE OFFICE FULL 43 3700223 ORANGE 32803 10/1/2012 9/30/2022 40,902 $16.00 554,536.00 $654,432.00 2-5 YEARS OFFICE FULL 171 4100129 PINELLAS 33701 11/1/2012 10/31/2022 14,332 $17.75 $21,199.42 $254,393.00 2/5 YRS. OFFICE FULL 118 8000376 SEMINOLE 32773 4/1/2013 10/31/2022 4,999 $19.00 $7,915.08 $94,981.00 NONE OFFICE FULL 22 3600690 ESCAMBIA 32504 11/19/2012 11/18/2022 6,195 $15.30 57,89063 $94,783.50 NONE OFFICE NONE ITNNo.: DMS-12/13-007 Page 45 of 47 3600691 ORANGE 32714 1/3/2013 1/31/2023 7,648 $23.68 $15,092.0 $181,104.64 2/5 YRS OFFICE/WAREHOUSE NONE 29 7600526 DADE 33144 4/1/2010 2/28/2023 14,623 $25.50 $31,073.88 $372,886.50 1/4 YRS OFFICE FULL 33 3600689 DUVAL 32256 3/12/2012 3/11/2027 6,400 $15.81 $8,432.00 $101,184.00 5/1YR OFFICE/WAREHOUSE JANITORIAL 4200384 LEON 32308 3/1/2005 1/31/2049 290 $7.66 $185.08 $2,221.00 NONE WAREHOUSE UNCONDITIONED 0 7700198 LEON 32311 2/1/2008 1/31/2049 400 $9.81 $327.00 $3,924.00 NONE WAREHOUSE FULL 0 6400071 PASCO 34652 2/15/1998 2/14/2049 234 $11.53 $225.00 $2,700.00 NONE OFFICE FULL 1 6400378 SANTA ROSA 32570 4/1/2011 3/31/2049 100 $9.00 $75.00 $900.00 NONE WAREHOUSE UNCONDITIONED 0 4200338 LEON 32310 5/15/2002 4/14/2049 3,024 $2.26 $569.52 $6,834.24 NONE HANGAR UTILITIES 0 4200,153 BROWARD 33024 5/1/2011 4/30/2049 1,014 $7.10 $600.00 $7,200.00 NONE HANGAR NONE 1 5902916 BREVARD 32922 5/1/2007 4/30/2049 835 $14.79 $1,029.14 $12,349.65 3/1 YR OFFICE FULL 4 4200015 VOLUSIA 6/1/1969 5/31/2049 108 $25.00 $225.00 $2,700.00 NONE OTHER UTILITIES 0 4800684 BROWARD 33901 7/1/2000 6/29/2049 2,338 610.94 $2,131.48 $25,577.72 NONE OFFICE FULL 12 5902852 ESCAMBIA 32503 3/1/2004 6/29/2049 1,308 $10.00 $1,090.00 $13,080.00 NONE OFFICE UTILITIES 9 4200366 OSCEOLA 34741 8/1/2003 6/30/2049 1,019 $3.54 $300.61 $3,607.26 NONE HANGAR NONE 3 4800793 DADE 33161 7/1/2008 6/30/2049 600 $11.48 $574.00 $6,888.00 NONE WAREHOUSE UNCONDITIONED 0 6400166 SANTA ROSA 32571 7/1/2002 6/30/2049 100 $10.20 $85.00 $1,020.00 NONE WAREHOUSE CONDITIONED 0 7700150 MONROE 33050 7/1/1998 6/30/2049 1,200 $15.00 $1,500.00 $18,000.00 NONE HANGAR NONE 0 4200205 JACKSON 32440 9/1/1989 7/31/2049 1,806 $4.32 $650.16 $7,801.92 NONE OFFICE FULL 25 4800611 ORANGE 32804 8/1/1992 7/31/2049 600 $4.94 $247.00 $2,964.00 NONE WAREHOUSE UNCONDITIONED 0 7600477 ORANGE 32814 9/1/2005 8/30/2049 2,000 $2.81 $468.33 $5,620.00 NONE HANGAR UTILITIES 0 4200196 ALACHUA 32609 9/1/1988 8/31/2049 952 $2.53 $200.71 $2,408.56 NONE FIAN GAR FULL 0 4800606 BREVARD 32796 9/1/1989 8/31/2049 500 $7.01 $292.08 $3,505.00 NONE WAREHOUSE UNCONDITIONED 0 6430060 LEON 32301 9/15/1997 9/14/2049 1,500 $5.53 $691.25 $8,295.00 NONE WAREHOUSE CONDITIONED 1 7700162 LEON 323115202 9/15/2000 9/14/2049 200 $8.10 $135.00 $1,620.00 NONE WAREHOUSE UNCONDITIONED 0 6400066 POLK 338010512 10/1/1996 9/30/2049 380 $9.05 $286.58 $3,439.00 NONE OFFICE FULL 1 4200452 LEVY 32696 11/1/2010 10/31/2049 360 $3.20 $96.00 $1,152.00 1/3 785 WAREHOUSE NONE 0 4800603 DUVAL 32211 11/1/1989 10/31/2049 300 $4.40 $110.00 $1,320.00 NONE WAREHOUSE UNCONDITIONED 0 6400021 LEON 32308 11/1/1993 10/31/2049 250 $6.19 $128.96 $1,547.50 NONE WAREHOUSE UNCONDITIONED 0 6400183 BAKER 32063 11/1/2002 10/31/2049 72 $10.00 $60.00 $720.00 NONE WAREHOUSE UNCONDITIONED 0 6400325 MARTIN 34997 11/1/2007 10/31/2049 600 $6.60 $330.00 $3,960.00 NONE WAREHOUSE UNCONDITIONED 0 6400330 SANTA ROSA 32570 11/1/2007 10/31/2049 200 $10.07 $167.83 $2,014.00 NONE WAREHOUSE UNCONDITIONED 0 7900043 LEON 32303 11/1/1993 10/31/2049 2,985 $4.00 $995.00 $11,940.00 NONE WAREHOUSE UNCONDITIONED 0 6500054 LEON 32311 12/1/2007 11/30/2049 450 $5.01 $188.00 $2,256.00 NONE WAREHOUSE UNCONDITIONED 0 7700204 LAKE 32726 12/1/2008 11/30/2049 150 $11.20 $140.00 $1,680.00 NONE WAREHOUSE CONDITIONED 0 4200195 MANATEE 34222 6/1/1988 12/31/2049 624 $12.50 $650.00 $7,800.00 NONE OFFICE FULL 34 7700155 LEON 323115202 1/1/2000 12/31/2049 1,250 $7.10 $739,58 $8,87500 NONE WAREHOUSE UNCONDITIONED 0 .__....... ..._...... ......_....... :. ............. 6 __ .. - ,002OZ,708 .... $114;796,993.51 THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 46 of 47 ATTACHMENT 11- CHECK LIST FOR COMPLETION Section 2.10 Tab 1 Cover letter Section 2.10 Tab 2 Attachments Section 2.11 Tab 3 A — Received in Time B — Convicted Vendors List C - Suspended Vendors List D — MyFloridaMarketPlace Registered Vendor E — Articles of Incorporation Section 2.12 Tab 3 Part A Company Profile Corporate Qualifications Project Team Sub -Contractors Business/Corporate References Section 2.12 Tab 4 Part B Business Plan Acknowledgement for Out of State Actions Section 2.12 Tab 5 Category 3 Cost Sheet THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. ITN No.: DMS-12/13-007 Page 47 of 47 CONTRACT NO.: DMS-12/13-007A BETWEEN THE DEPARTMENT OF MANAGEMENT SERVICES AND CBRE, INC. AMENDMENT NO.: 1 THE PARTIES agree to amend Contract No. DMS-12/13-007A (the Contract), effective upon execution, as follows: 1. Section 2.3.1 Contractor Compensation, is replaced in its entirety to read as follows: 2.3.1 There is no Contractor compensation in excess or in addition to those payments established herein for Services. 2.3.1 Compensation for Lease Transaction Services and Portfolio Strategy Services. The compensation for performing the Lease Transaction Services allowed under this Agreement, Contractor shall receive either the Commission paid by the subject landlord through the Eligible User as indicated below. Payments shall be made based on the aggregate of each of the amounts of the gross base rent of the lease. (For example: a five (5) year lease (base term) with a total obligation of $2,765,432 will have a commission bill as follows: the first $0 - $500,000 bills at 3.5%, the next $500,001 - $2,500,000 will bill at 3.25% and the last $2,500,00 - $2,765,432 will bill at 3.0%). All payments for lease transaction services as well as any other services procurement under this contract must be evidenced by either a purchase order or a two party written Commission Agreement. Table 1 - Commission Schedule Type of Lease Agreement Negotiated Maximum Compensation Rate New leases 1 Total Aggregate Gross Base Rent Maximum of the Base Term of the Lease as Rate indicated above The first $ 0 - $ 500,000 3.50% The next $ 500,001 - $2,500,000 3.25% The next $ 2,500,001 - $4,500,000 3.00% The next $ 4,500,001 - $6,499,999 2.75% The next $ 6,500,000 and over 2.50% Lease renewal, lease modifications, stay -in -place lease, lease extension, lease expansion 2% of the rent to be paid for the term of the action. 2 At DMS's discretion and approval, a lease that has been substantially restructured to decrease the effective rental rate for leased space, resulting in a notable reduction in the overall lease costs in accordance with the objectives established in the annual Strategic Leasing Plan can be considered a "new lease" for the purposes of compensation. 2 If the existing lease term is incorporated in a new transaction, such term (or value) shall be excluded from the commission calculation. Contract No.: DMS-12/13-007A Contract Amendment No.: 1 1 of 3 Type of Lease Agreement Negotiated Maximum Compensation Rate All leases for warehouse, hangar or storage space 2% of the sum of the annual rent to be paid over the initial term of the lease for leases 0-5,000 square feet Leases over 5,001 square feet follow the new lease chart above. Independent Market Analysis $ 225.00 per IMA Broker Opinion of Value or a Broker Price Option - Undeveloped Properties* $ 500.00 per BOV/BPO Broker Opinion of Value or a Broker Price Option - Developed Properties $ 250.00 per BOV/BPO *Undeveloped properties is defined a property that contains no structures. Rates in excess of those established in Table 1 are not authorized. Commissions received by the Eligible User on behalf of Contractor shall be paid to Contractor as indicated herein. However, under no circumstances shall Commissions become payable by Eligible User until such payments have been remitted to the Eligible User by the subject landlord. Commission installments are paid as follows: New leases: 50°/o upon full execution of the lease documents by the landlord the Eligible User and DMS; and 50% upon occupancy by the Eligible User of the leased premises. Renegotiated/Modified Leases: Should the lease be in the same location and thereby not requiring a move on the part of the Eligible User the commission shall be paid 100% at time of full lease execution by the landlord the Eligible User and DMS. All Other Actions Payment will be made as indicated on the purchase order or contract document. 2. This Amendment sets forth the entire understanding between the Parties with regard to the subject matter hereof. All other terms and conditions of the Contract and shall remain in full force and effect. Contract No.: DMS-12/13-007A Contract Amendment No.: 1 2 of 3 SO AGREED by the Parties' therired representatives on the dates r rted tad DEPARTMENT OF MANAGEMENT SERVICES Print Nam Date rtt�ac;No.: Dh S t21�t Con of Amen i-rnent t Jo.! 7A RDA DEPARTMENT OF MANAGEMENT SERVICES real estate development and management6rva FloNda TENANT BROKER AND REAL ESTATE CONSULTING SERVICES Contract By and Between CBRE, Inc. And the State of Florida Acting Through the Department Of Management Services DMS-12/13-007A DMS Contract 12/13-007A CONTRACT This Contract ("Contract"), effective the date of full execution ("effective date"), is, between CBRE, Inc. ("Contractor"), a Corporation with an office at 225 Water Street, Suite 110, Jacksonville, Florida 32202, and the State of Florida, Department of Management Services (the "Department"), with offices at 4050 Esplanade Way, Tallahassee, Florida 32399-0950 (each a "Party" and collectively, the "Parties"). Upon effective date of this Contract, contract DMS-06/07-115A, is replaced in full by this Contract. All new transactions shall be in accordance with this Contract. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties agree as follows: 1.1 Definitions. "Credited Services" means those real estate consulting services which are funded by Service Credit Hours. "Deliverables" means those actions, items, or materials delivered as part of the performance of the Services by Contractor as defined in this Contract. "Eligible User" means any of the various state officers, State Agencies, departments, school boards, commissions, divisions, bureaus, councils and any other unit of organization, however designated, of state government and any other instrumentality of the State of Florida including the state courts, the state legislature, and the state university system including all governmental agencies, as defined in Section 163.3164, F.S., which have a physical presence within the State of Florida and any independent nonprofit college or university that is located within the State of Florida and is accredited by the Southern Association of Colleges and Schools. "Engagement Checklist" means the list of desired services and is Appendix 1 to this contract. "Purchase Order" means the document consistent with Section 287.058(1), Florida Statutes, used by an Eligible User to make a purchase under the Contract. "Request for Space Need (RSN)" means an electronic submitted request, by an agency to DMS, to begin to address space needs. "Scope of Services" means an official request for services sought that clearly establishes all tasks that the contractor is required to perform; outlines the project needs; identifies quantifiable, measurable, and verifiable units of deliverables; as well as time frames for performance and costing structure. For leasing transactions, the Scope of Services should take the form of an Engagement Checklist. "Services" means the services assigned to Contractor as provided in this Contract. "Service Credit Hours" means hours accrued pursuant to Section 2.4.1 below. PAGE -2-OF35 DMS Contract 12/13-007A "State" means the State of Florida. 1.2 Rules of Interpretation. In this Contract, unless otherwise indicated, or otherwise required by the context, the following rules of interpretation shall apply: (a) reference to, and the definition of, any document (including any exhibits) shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified in the method prescribed herein; all references to a "Section," "Appendix," or "Exhibit" are to a Section, Appendix, or Exhibit of this Contract; (c) Section headings and other captions are for the purpose of reference only and do not limit or affect the content, meaning, or interpretation of the text; (d) defined terms in the singular shall include the plural and vice versa, and the masculine, feminine, or neuter gender shall include all genders; (e) the words "hereof," "herein" and "hereunder," and words of similar import, shall refer to this Contract as a whole and not to any particular provision of this Contract; the words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation;" and any reference to a governmental entity or person shall include the governmental entity's or person's authorized successors and assigns. (b) (f) (g) Section Scope o Services and Compensation 2.1. Services. The following Services shall be provided by Contractor in exchange for compensation as set forth in Section 2.3 below: 2.1.1. Lease Transaction Services. Contractor shall provide Eligible Users with the technical expertise to complete commercial lease and real estate transactions. Prior to the commencement of Services for leases, Contractor shall ensure that a Purchase Order has been issued in accordance with Section 4.1, and for State Agencies an RSN has been approved in accordance with either an Engagement Checklist or an appropriate Scope of Services. (see Appendix 1). For each lease transaction, Contractor shall provide, at a minimum, the items set forth on the Engagement Checklist or the items as indicated on a scope of work attached to a Purchase Order. The services will be completed in accordance with the performance standards and metrics established under Section 2.5 below. Should it be requested and approved through the Contract Manager, an Eligible User may be allowed to use accumulated credit hours, at a quoted rate, for any or all of these activities. PAGE-3-0F35 DMS Contract 12/13-007A Lease Transaction Services to be provided per this Contract are to include the following: (a) Review, validation, andrecommendation regarding the suitability of boundaries or the desirable area for a lease location that meets the Eligible User's needs using quantitative data; (b) Review, validation, and recommendation regarding the primary criteria for evaluating legitimate potential space and documentation of such criteria in the Engagement Checklist or documented scope of services; (c) For markets where such information is readily available, a summary of rental rate trends, vacancy trends, and absorption trends for a period as agreed upon and stipulated in the Engagement Checklist or documented scope of services; (d) Identification of all state-owned or leased real property, within a defined radius, as reported on publicly -available state databases, as agreed upon and stipulated in the Engagement Checklist or documented scope of services; (e) Identification of lease -action options including a pro/con analysis of each option and a projected cost per occupant for each option; (f) Assessment of proposed options compared to recommendations of most recent Master Leasing Report and Strategic Leasing Plan; (g) Development or review of intended lease documents and identification of changes that could broaden competition and potential negotiated cost savings; (h) Distribution of procurement documents via the method and to the extent agreed upon and stipulated in the Engagement Checklist or Scope of Work; (i) Review and validation, prior to publishing, of all anticipated responses to formally submitted procurement questions; (j) Participation at all vendor/bidder conferences or meetings; (k) Independent assessment of all procurement responses to determine bidder responsiveness, degree of completion of response, and technical evaluation of response; (1) Recommendation as to which bidder the Eligible User should negotiate and the rationale for such opinion; (m) Market analysis inclusive of all comparable facilities within a proximity to the subject facility as agreed upon and stipulated in the Engagement Checklist or Scope of Work; (n) A summary detailing the negotiation; (o) Analysis of bidders' responses to identify the facility and lease terms and conditions that the Contractor recommends are in the best interest of the state for the Eligible User to select; (p) Review, validation, and recommendation of modifications to final lease documents prior to submission to selected bidder; (q) Routing of lease documents for appropriate approval; (r) Lease transaction service close out review with Eligible User using Engagement Checklist to verify and validate completion of all agreed upon services. (s) Partnership with Eligible Users and landlords to assist with the monitoring of tenant build out. (t) Guide the landlord on the process for payment of the commission to the Eligible User. PAGE-4-0F35 DMS Contract 12/13-007A 2.1.2. Portfolio Strategy Services. To the extent requested by the Department, and in accordance with this Contract, Contractor may be requested to assist and participate in the development and implementation of annual Strategic Leasing Plan(s) and Master Leasing Report(s) (collectively, the "Plan"). These services shall include: (a) Attendance and participation in a portfolio strategy -planning workshop no less than 6 months prior to submission date of the Plan with prior reasonable notice to the Contractor. This workshop shall address the following: 1. Project timeline for development of the Plan; 2. List of data required for development of the Plan; 3. Review of progress on prior year's Plan; 4. Validation of goals of prior year's Plan for inclusion in current Plan; 5. Project team meeting schedule; 6. Assignment of project team member responsibilities. (b) Summary of key environmental factors for consideration of impact on portfolio; (c) Analysis of market rent trends, vacancy, and absorption; (d) Analysis of market areas of concern and opportunity; (e) Analysis of portfolio supply and demand; (f) Summary of strategic plans for consideration against the Plan; (g) Editorial review of drafts of the Plan; (h) Plan implementation to the extent that implementation activities are considered Lease Transaction Services. 2.1.3. Real Estate Services. An Eligible User may purchase additional services related to real estate management, support, operations, or other similarly related services. The Eligible User will provide a detailed Scope of Services, timelines for performance, business strategies, and desired pricing model for the needed service. Related real estate consulting and transactional services include, but are not limited to, relocation services, project management services, acquisition services, sale, lease, or disposition of properties, trading or swapping of properties, strategic consulting, real estate financial services, facilities management services, etc. Tenant Brokers will provide the Eligible User a quote in the format/method desired by the Eligible User which can be either a commission based quote, a flat fee for services quote, or an hourly rate quotes at the rates at or below those indicated in this contract. INDEPENDENT MARKET ANALYSIS (IMA): An Eligible User may request an IMA that is independent from a lease transaction and will be paid directly by the Eligible User separate from any transaction. An IMA will consist of evaluating current Eligible User needs and obtaining a minimum of three (3) comparable current properties in the market that are equally leveraged to be similar to the current Eligible User need. If the Eligible User needs a full service lease that includes a build out, the comparable should be estimated to include those rates (not triple net). This service will be paid as indicated in Section 2.3. PAGE-5-0F35 DMS Contract 12/13-007A BROKER OPINION OF VALUE or BROKER PRICE OPINION (BOV/BPO): An Eligible User may request a Broker of Opinion Value for a specific property. A BOV/BPO shall be an indication of the current market price for a particular parcel of land, building, or combination of land and building that takes into account current area rates; value of similar surrounding properties; asking prices; local and regional sold prices; demographic reports; the costs associates with getting the property ready for sale, and the costs of any needed repairs. This service will be paid as indicated in Section 2.3. The Eligible User shall issue a Purchase Order or a Scope of Services to Contractor for real estate consulting services. State Agencies are required to use a Purchase Order. An Eligible User may negotiate directly with any one contractor for consulting services, but the Department encourages Eligible Users to request quotes from the other contractor awarded this bid. Contractor will not charge and shall not be entitled to payment for any real estate consulting services that result in or are incidental to a lease transaction for which compensation is paid under Section 2.3. 2.2. Eligible User's Right to Commission. Whenever Contractor provides Services under 2.1.1., Contractor or the Eligible User shall negotiate a commission ("Commission"), in accordance with Section 2.3. Contractor hereby assigns to the Eligible User all of Contractor's rights, title and interest to any Commission. All commissions rates stated in 2.3 are ceiling rates; lower compensation rates may be established per transaction with the Contractor and with an Eligible User. Contractor will use reasonable efforts to ensure that any Commission owed to Contractor resulting from Contractor providing services under Section 2.1.1 of this Contract will be directed to the Eligible User for disbursement to Contractor, in accordance with Chapter 255, Florida Statutes. If a landlord wrongfully withholds a Commission, the Parties and the Eligible User will cooperate in the diligent pursuit of collection. The Contractor may not submit a request for Commission reimbursement (invoice) to the Eligible User until and unless the Commission is paid to the Eligible User in accordance with this paragraph. Moneys paid by a landlord to the Eligible User are not subject to the charges imposed under Section 215.20, Florida Statutes. DMS has the authority to negotiate with the Contractor for a cap on commissions per Service or more broadly. 2.3. Contractor Compensation. 2.3.1. There is no Contractor compensation in excess or in addition to those payments established herein for Services. 2.3.1. Compensation for Lease Transaction Services. As compensation for performing the Lease Transaction Services allowed under this Agreement, Contractor shall receive the Commission paid by the landlord through the Eligible User as indicated below. All payments for Services shall be made as indicated on the Purchase Order. PAGE -6-0F35 DMS Contract 12/13-007A Table 1 - Commission Schedule Type of Lease Agreement Negotiated Maximum Compensation Rate New leases' Total Annual Rent of Maximum the Base Term of the Lease Rate $ 0 - $ 500,000 3.50% $ 500,001 - $2,500,000 3.25% $ 2,500,001 - $4,500,000 3.00% $ 4,500,001 - $6,499,999 2.75% $ 6,500,000 and over 2.50% Lease renewal, lease modifications, stay- in -place lease, lease extension, lease expansion 2% of the rent to be paid for the term of the particular lease renewal, modification, extension, expansion, or stay -in -place negotiated. 2 All leases for warehouse, hangar or storage space 2% of the sum of the annual rent to be paid over the initial term of the lease for leases 0-5,000 square feet Leases over 5,001 square feet follow the new lease chart above. Independent Market Analysis $ 225.000 per IMA Broker Opinion of Value or a Broker Price Option - Undeveloped Properties* $ 500.00 per BOVBPO Broker Opinion of Value or a Broker Price Option - Developed Properties $ 250.00 per BOV/BPO *"Undeveloped properties" is defined as property that contains no structures. Rates in excess of those established in Table 1 are not authorized. Contractor will not charge and shall not be entitled to payment for any consulting services that result in or are incidental to a lease transaction for which compensation is paid under Section 2.3. Commissions received by the Eligible User on behalf of Contractor shall be paid to Contractor as indicated herein. However, under no circumstances shall Commissions become payable by Eligible User until such payments have been remitted to the Eligible User by the landlord. Commission installments are paid as follows: New leases: 50% upon full execution of the lease documents by the landlord the Eligible User and the Department; and 50% upon occupancy by the Eligible User of the leased premises. ' At DMS's discretion and approval, a lease that has been substantially restructured to decrease the effective rental rate for leased space, resulting in a notable reduction in the overall lease costs in accordance with the objectives established in the annual Strategic Leasing Plan, can be considered a "new lease" for the purposes of compensation. 2 If the existing lease tern is incorporated in a new transaction, such term (or value) shall be excluded from the commission calculation. PAGE -7-OF35 DMS Contract 12/13-007A Renegotiated/Modified Leases: Should the lease be in the same location and thereby not require a move on the part of the Eligible User, the commission shall be paid 100% at time of full lease execution by the landlord, the Eligible User, and Department. All Other Lease Transaction Services Payment will be made as indicated on the Purchase Order. 2.3.2. Compensation for Portfolio Strategic Services. Consulting services shall be priced on an hourly or fee -for -service basis, neither of which shall exceed the hourly rates identified by the Contractor and reflected in Table 2 below. Table 2 — Labor Rate Schedule :CBRE, ZNC.3. Position Rate Per Unit Facilities Management/Sourcing $ 165.00/ Hr Preventive Maintenance /Work Order System $ 165.00/ Hr Workplace Strategies Organization and Process $ 165.00/ Hr $ 165.00/ Hr Energy $ 165.00/ Hr Energy Procurement Systems Valuation and Advisory All other CBRE consultants will be billed at a blended rate $ 165.00/ Hr $ 295.00/ Hr 165.00/ Hr itracto Position Space Management ,ubcontrac 165.00/ Hr Position Parking $ 165.00/Hr 2.3.3. No Payment for Expenses. Contractor shall not be entitled to reimbursement of any costs or expenses incurred in the course of performing the Services, including costs associated with travel, couriers, meeting preparation, or meeting attendance, except by prior and specific written agreement with the Eligible User. Costs associated with travel are subject to section 112.061, Florida Statutes 2.3.4. No Other Compensation. Contractor may not receive any other compensation for Services that are rendered under this Contract. All terms relating to the compensation of Contractor shall be as specified in this Contract and may not be supplemented or modified absent prior amendment to this Contract consistent with the terms of the solicitation. PAGE-8-0F35 DMS Contract 12/13-007A 2.4. Service Credit Hours. As of the effective date of this Contract, the Department begins with two hundred (200) Service Credit Hours to be used by the Department for portfolio strategy services and real estate consulting services as identified in this Contract. Utilization of Service Credit Hours shall be tracked using Appendix 2 to this Amendment, entitled "Service Credit Hours Accounting Form." The Contractor agrees to issue all Service Credit Hours to the Department upon receipt of agreed payments for any of the service categories identified in the Contract. The Department may use Service Credit Hours, at its discretion, for any Services, and may allocate those credit hours to user agencies for use on specific projects. 2.4.1. Accrual of Service Credit Hours. In addition to those stated above, Service Credit Hours are also accrued as follows: (a) One (1) Service Credit Hours shall be accrued by the Department on the Contract Effective Date and each year thereafter, on the anniversary month and day the contract was effective; and One Service Credit Hour shall be accrued by the Department for each $1,667.00 received by Contractor under this Contract. (b) 2.4.2. Use of Service Credit Hours. The Department may use Service Credit Hours for the benefit of individual Eligible Users as payment for any Service provided for in the Contract at the rate of one Service Credit Hour for one hour of Service. To initiate utilization of Service Credit Hours, the Department will complete and submit to Contractor a task order using Appendix 3 to this Contract, entitled "Credit Hour Direct Order Request & Approval Form." Unused Service Credit Hours will carry over to subsequent contract years and shall survive the expiration or termination of this Contract for 90 days. The Contractor shall maintain a detailed accounting of Service Credit Hour accrual and usage and shall report accrual and usage to the Department monthly, by using Appendix 2 to this Contract. 2.5. Performance Standards. In providing the services per this Contract, Contractor shall be required to meet or exceed the following performance standards: 2.5.1. General Performance Standards. (a) Contractor shall work under the direction, supervision, and authority of the Eligible User, subject to the statutes and rules governing lease procurements; (b) Contractor will receive training from the Department concerning the rules governing general leasing and the procurement of leases; (c) Contractor will provide all labor, materials and supplies necessary to perfoim the Services; (d) Contractor must maintain an office in Florida and shall establish an Account Management Team to work directly with Eligible Users. This team shall consist of a minimum of one senior account executive and other licensed tenant brokers; (e) Tenant brokers must comply with all applicable provisions of chapter 475, Florida Statutes; PAGE-9-0F35 DMS Contract 12/13-007A (f) The Contractor shall deliver all Services in a professional, skillful manner in accordance with the standards and quality prevailing among first-rate, nationally -recognized firms in the industry and in accordance with this Contract; Contractor shall provide the Department written updates on transactions in process of all Services under this Contract monthly. At its sole discretion, the Depat intent may approve alternate update frequencies. (g) 2.5.2. Lease Transaction Services Performance Deliverables. (a) Contractor shall ensure completion, in sufficient detail to document the full expectations of a subject lease transaction, of an Engagement Checklist or documented scope of services for each transaction under Section 2.1.1. Contractor shall distribute copies of Appendix 1 to this Contract, entitled the "Tenant Broker Engagement Checklist," to the appropriate representatives of the Eligible User and to the respective account manager with the Department. (b) Contractor shall complete the tasks agreed to during the initial engagement and documented on the Tenant Broker Engagement Checklist to meet, or exceed, the expectations of the Eligible User. (c) Upon completion of a subject lease transaction, Contractor should conduct a performance review with the Eligible User to verify/validate completion of tasks agreed upon at the time of the completion of Tenant Broker Engagement Checklist, or as mutually amended. Contractor will ensure documentation of the performance review and distribution of copies of the completed Tenant Broker Engagement Checklist to appropriate representatives of the Eligible User and the Department. 2.5.3. Portfolio Strategy Services Performance Deliverables. Unless otherwise agreed to in writing, Contractor shall deliver all Portfolio Strategy Services to the Department within seven calendar days of the Department's faunal request. 2.5.4. Satisfaction Surveys. The Department shall conduct periodic customer -satisfaction surveys in the form of Tenant Broker Evaluation forms to monitor Contractor's performance. The customer -satisfaction survey will be the Tenant Broker Evaluation form, which will be required for each transaction. (a) Contractors shall encourage Eligible Users to correctly complete the evaluation form. (b) The Department shall provide Contractor with copies of the evaluation responses received on a quarterly basis. (c) Where evaluation form indicates performance expectations were not met (grade of D or lower), Contractor shall provide a written statement explaining Contractor's position on the assessment of the Eligible User and an intended course of action to ensure satisfactory completion of expectation in future transactions. 2.6. Acceptance of Services. Within twenty (20) calendar days of receipt of each Deliverable to the Eligible User, the Eligible User shall give written notification of acceptance or rejection (with requirements for resubmission) to Contractor. Failure of the Eligible User to deliver notification of acceptance or rejection shall constitute an acceptance by the Eligible User by default. PAGE -10-OF35 DMS Contract 12/13-007A 2.7. Rejected Services. Contractor shall have five (5) calendar days to correct any item rejected by the Eligible User for nonconformance with agreed upon performance standards. Within five (5) calendar days of Contractor's resubmission, the Eligible User shall deliver written notification of acceptance or rejection (with reasonable specificity for rejection) to Contractor. At the discretion of the Eligible User, rejection of a resubmitted item due under the Services of this Contract may constitute a default of the Contract pursuant to Section 7 of this Contract. 2.8. Non -Exclusivity. Nothing in this Contract shall be interpreted to exclude the Department from providing Services the same as or substantially similar to the Services for an Eligible User. Nothing in this Contract shall be interpreted to restrict any Eligible User from hiring third parties to perform services the same as or substantially similar to the Services. However, once Contractor has begun perfoiming Services hereunder, Contractor shall not be replaced without prior notice and due cause. If appropriate notice is provided, Contractor shall not be entitled to any Commission or other compensation for the Services. Section] Contract Administration 3.1. Contract Managers. Each Party will designate a Contract Manager whose responsibility shall be to oversee the Party's performance of its duties and obligations pursuant to the terms of this Contract. This person shall at all tunes have the skills, experience and resources necessary to manage the Contract. A Party may replace its Contract Manager at any time upon written notification (by email or otherwise) to the other Party. As of the Effective Date, the Department's Contract Manager is the Bureau Chief, Real Property Leasing, Division of Real Estate Development and Management, 4050 Esplanade Way, Suite 315, Tallahassee, FL 32399. Contractor shall have its brokers meet in person with the Contract Manager annually to provide information as requested by the Contract Manager and work toward resolving any operational issues. The Department and contractor's Contract Managers will meet at least once a year to review contract performance, contract deliverables, training, contract gaps and/or clarifications. The meeting will be scheduled in Tallahassee and at a date and time as mutually agreeable. 3.2. Contractor's Account Management Team. 3.2.1. Account Managers. Contractor shall designate Contractor's primary account manager ("Account Manager") dedicated to the Department. The Account Manager (or designee) shall be available to the Department from 8:00 a.m. until 5:00 p.m., Monday through Friday, excluding State holidays. The Account Manager must have sufficient experience and authority to resolve any conflicts arising from the delivery of Services under this Contract. PAGE-11-0F35 DMS Contract 12/13-007A 3.2.2. Contractor's Representative. Contractor shall designate Contractor's representatives ("Contractor's Representatives") dedicated to an Eligible User for each transaction performed under Lease Transaction Services. Contractor's Representatives (or designees) shall be available to the Eligible User and the Department from 8:00 a.m. until 5:00 p.m., Monday through Friday, excluding State holidays. Contractor's Representatives must have sufficient technical experience and authority to carry out all agreed upon Lease Transaction Services. 3.3. Employees. 3.3.1. No Joint Employees. Neither Party shall be deemed a joint employer of the other's employees, each Party being responsible for any and all claims by its employees. Neither Party's employees shall be deemed "leased" employees of the other for any purpose. 3.3.2. Subcontractors. Contractor is responsible for the acts or omissions of all Subcontractors used by Contractor in the performance of Services. Contractor shall not be allowed to subcontract or assign any of its duties and obligations hereunder without the prior written consent of the Department, and the Department must approve all subcontracts. The State shall have no liability of any kind for subcontractor claims, demands, loss, damage, negligence, or any expense relating, directly, or indirectly, to Subcontractors. 3.3.3. Removal or Replacement of Employees and Subcontractors for Cause. The State may refuse access to or require replacement of any Contractor employee, Subcontractor, or agent for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Department's security or other requirements. Such action shall not relieve Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of Contractor's employees, Subcontractors, or agents. 3.3.4. Non -Discrimination and Equal Opportunity. Florida is a state rich in its diversity and is dedicated to fostering the continued development and economic growth of small and minority/women owned businesses. Central to this initiative is the participation of a diverse group of vendors doing business with the State. The State maintains data to establish benchmarks from which to measure supplier diversity in State contracting. Vendors who contract with the State are obligated to provide reasonable information from time to time related to the use of minority/women-owned businesses. The Department will inform Contractor of those obligations as they arise and Contractor will have a reasonable time to comply. 3.3.5. Employment of State Workers. During the term of this Contract, Contractor shall not knowingly employ, subcontract with, or sub -grant to any person (including any non -governmental entity in which such person has any employment or other material interest as defined by Section 112.312(15), Florida Statutes) who is employed by the State or who has participated in the performance or procurement of this Contract, except as provided in Section 112.3185, Florida Statutes. PAGE -12-OF35 DMS Contract 12/13-007A 3.3.6. Background Screening. Inaddition to any background screening required by the Contractor as a condition of employment, 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 persons, hereinafter referred to as "Person" or "Persons," operating under their direction with access to State of Florida data. "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 information. Data may be in any form, including but not limited to, in storage media, stored in the memory of the computer, in transit or presented on a display device, or a hard copy. The Contractor shall ensure that the background screening is conducted on all Persons directly performing services under the Contract whether or not the Person has access to state of Florida Data, 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 check 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 is required to submit a written report to the Department's Contract Manager within fifteen (15) days from the start of the contract listing those Persons who have been screened, those Persons with Criminal Findings who have been removed from perfor ping services or having access to State of Florida Data, and those Persons with Criminal Findings that the Contractor has allowed to continue providing services or allowed access to State of Florida Data through the process described in A 1. above. The report by the Contractor shall at a minimum include the name of the Person, the title of the Person's position, a description of the job, and a description and date of the Criminal Finding and, where applicable, an updated status of the court proceeding or ultimate disposition. 1. Disqualifying Offenses/ Criminal Finding A "Criminal Finding" is defined as a misdemeanor or felony conviction, plea of nolo contendere, plea of guilty, or adjudication of guilt withheld record for any disqualifying offense listed below. If at any time it is determined that a Person has a Criminal Finding 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: Computer related or information technology crimes Fraudulent practices, false pretenses and frauds, and credit card crimes Forgery and counterfeiting PAGE -13-OF35 DMS Contract 12/13-007A Violations involving checks and drafts Felony theft If the Contractor removes a Person from a position under this provision due to a Criminal Finding, 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 Data. The Contractor shall consider the following factors only in making the determination: i) the 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) the relevancy of the offense to the job duties of the Person. During the process of collecting the infoiniation and making a decision, the Contractor shall not allow the Person to perform services or have access to state of Florida Data. 2. Self -Disclosure The Contractor shall ensure that all Persons have a responsibility to self -report to the Contractor within three (3) calendar days a Criminal Finding or an updated court disposition of a Criminal Finding. The Contractor shall notify the Department's Contract Manager within 24 hours of all details concerning any Criminal Finding or updated court disposition of such Criminal Finding as reported by a Person. The Contractor shall immediately assess whether to disallow that Person access to any State of Florida Data or from directly performing services under the contract. Additionally, the Contractor shall require that the Person complete an annual certification that they have not received any additional Criminal Findings and shall maintain that certification in the employment file. 3. Refresh Screening The Contractor shall ensure that all background screening is refreshed every five (5) years from the time initially performed for each Person during the Term of the Contract. 4. Duty to Provide Secure Data The Contractor shall maintain the security of State of Florida Data including, but not limited to, a secure area around any display of such Data or Data that is otherwise visible. The Contractor shall also comply with all other state and federal rules and regulations regarding security of information. 5. Department's Ability to Audit Screening Compliance and Inspect Locations The Department reserves the right to audit the Contractor's background screening process upon two days prior written notice to the Contractor during the Term of the Contract. The Department shall have the right to inspect the Contractor's work area and/or location upon two business days prior written notice to the Contractor to ensure that access to the State of Florida Data is secure and in compliance with the Contract and all applicable state and federal rules and regulations. 6. Audit Rights The Department shall have the right to audit compliance with this Section at any time, and Contractor and its Subcontractors shall cooperate with this audit process. PAGE-14-0F35 DMS Contract 12/13-007A Section ice Orders and Financial Management 4.1. Procurement Documentation. LEASE TRANSACTION SERVICES: The Contractor shall not deliver or furnish any leasing transaction services under this Contract until an approved RSN is received from the Department and either a Purchase Order or an approved Credit Hour Direct Order is received from the Eligible User. All Purchase or Direct Orders shall: (a) Bear the contract number DMS 12/13-007A; and (b) Be placed by the Eligible User directly with the Contractor; and (c) Be deemed to incorporate by reference the terms of this Contract;. (d) Contain performance standards for all deliverables with associated time frames; (e) Will have a competed Engagement Checklist or an Eligible User defined Scope of Services; and (f) Will have a DMS approved RSN on file before work can begin. Any discrepancy between the Contract tents and the terms stated on the Purchase Order, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Eligible User. The Contractor must receive Purchase Orders no later than thirty days prior to the last day of the Contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the Contract. Timely Purchase Orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions thereof shall survive the termination of the Contract. Within four (4) business days of receiving a Purchase Order or Direct Order, the Contractor will provide the Eligible User with a written acknowledgement that the Contractor either accepts or rejects the Purchase Order, stating with reasonable specificity reasons for rejecting a Purchase Order. The Contractor shall not reject a Purchase Order or Direct Order unless the Order contains terms that impose unreasonable burdens, represent a conflict of interest, or are inconsistent with other provisions of this Contract. OTHER REAL ESTATE SERVICES: Requests from an Eligible User for services other than leasing transaction services shall be documented by a Purchase Order, Scope of Services, or other written agreement which clearly establishes specific tasks the Contractor is required to perform, outlines the request desired, period of performance, specific deliverables that must be provided and accepted prior to payment, specific criteria that will be used to determine the contractor's successful performance, payment type (commission, flat fee, or hourly) and financial consequences that the Eligible User will apply if the Contractor fails to perform in accordance with the contract. This includes the use of a broker for IMA, or BOV/BPO. 4.2. Invoicing and Payment. 4.2.1. Invoices. Invoices shall contain the Contract Number, Purchase Order Number, and Contractor's Name. The Eligible User may require any other information from Contractor that the Eligible User deems necessary to verify any amount owed under the Contract. At the Eligible User's option, Contractor may be required to invoice electronically pursuant to set guidelines. The Contractor may supply electronic invoices in lieu PAGE -15-OF35 DMS Contract 12/13-007A of paper -based invoices for those transactions processed through the MyFloridaMarketplace System. Electronic invoices shall be submitted through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based invoice entry within the ASN. 4.2.2. Payment. Payment shall be made in accordance with sections 215.422 and 287.0585 and 255.25 of the Florida Statutes, which govern time limits for payment of invoices. Time limits do not begin until Contractor submits a properly completed invoice received after the submission of the actual commission check from the Landlord to the Eligible User. Invoices that must be returned to Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by Eligible Users. An Eligible User's delay in payment shall not constitute a breach of the Contract and shall not relieve Contractor of its obligations to the Department or to other Eligible Users. 4.2.3. MyFloridaMarketPlace Fee. The Department has instituted MyFloridaMarketPlace, a statewide eProcurement System. Pursuant to section 287.057(23), Florida Statutes, all payments shall be assessed a Transaction Fee of one percent (1.0%), which Contractor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by Contractor for the purchase of any Deliverable(s) if such Deliverable(s) is rejected or returned to Contractor through no fault, act, or omission of Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when a Deliverable is rejected, returned, or declined, due to Contractor's failure to perfoim or comply with the requirements of this Contract. Failure to comply with these requirements shall constitute grounds for declaring Contractor in default and recovering reprocurement costs from Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE. 4.2.4. No Surcharge on Eligible Users. Monies paid to Contractor are exempt from any charge imposed under Section 287.1345, Florida Statutes. 4.2.5. Disputed Invoices. If an Eligible User reasonably and in good faith disputes that any portion of any amount claimed by Contractor is payable or has been erroneously paid, as the case may be, then the Eligible User will timely pay any undisputed portion of the amount and will provide Contractor with written notice specifying the disputed amount and the basis for the dispute in reasonable detail. Upon resolution of the disputed portion, any amounts owed to Contractor shall be paid within thirty (30) calendar days after the date such amounts were agreed upon. If payment is not available within forty (40) business days, measured from the latter of the date the invoice is received, or the services are received, inspected and approved, an interest penalty will be due at a rate as established pursuant to Section 55.03(1) of the Florida Statutes on the unpaid balance from the expiration of such forty (40) calendar day period until such time as the PAGE -16-OF35 DMS Contract 12/13-007A warrant is issued to Contractor. Invoices returned to Contractor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the Eligible User. 4.3. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on Contractor or for any taxes levied on employees' wages. 4.4. Audit Rights. The Department reserves the right to inspect, at any reasonable time with prior notice, the equipment and other facilities of Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. Contractor recognizes and acknowledges Florida's broad public records law and therefore agrees, upon reasonable notice, to provide the State with reasonable access to audit, inspect, and copy all records and information, including records and infoiivation stored electronically, related to this Contract that are public record under Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, and which have not been exempt. Without limiting the class of those authorized to perform an audit, Contractor acknowledges that the State Comptroller (and its successor), the State Auditor General, and the Department's Inspector General may conduct audits. The following records are specifically excluded from inspection, copying, and audit rights under this Contract: (i) financial records of Contractor that are unrelated to this Contract, (ii) documents created by and for the State or other communications related thereto that are confidential attorney work product or subject to attorney -State privilege, unless those documents would be required to be produced for inspection and copying by the State under the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, (iii) information of Contractor that is confidential, proprietary, or is a trade secret, and (iv) personal and financial data exchanged as required by this Contract, to the extent generally protected by law. Contractor shall be responsible for any taxes or any other liabilities imposed as a result of such audits and inspections. The State will use reasonable efforts to minimize the number and duration of such audits or inspections conducted and conduct such audits and inspections in a manner that will minimize the disruption to Contractor's business operations. The State shall be responsible for the costs associated with the audit review. Information disclosed during any such audit is subject to the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution. Section Contractor acknowledges that its failure to meet an agreed upon deadline for delivery of services other than brokerage services will damage the Eligible Users but that by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on many and variant factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the Parties agree that it is in the Parties' best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages PAGE -17-OF35 DMS Contract 12/13-007A Accordingly, liquidated damages shall be assessed on the Contractor at a rate of $100.00 per calendar day for each calendar day the Contractor fails to complete agreed upon work after expiration of the time allowed by the State or Eligible User, subject to the force majeure provisions of section 9 below. Regardless of whether the time for completion of work (other than brokerage services) is stipulated in hours, calendar days, working days or business days, delay days shall be counted in calendar days. Allowing Contractor to finish the work, or any part of it, after the expiration of the time allowed, including extensions of time granted to Contractor, shall in no way act as a waiver of the liquidated damages due under this Contract. Nothing in this section shall be construed to make Contractor liable for delays that are beyond its reasonable control. Nothing in this section shall limit the Eligible Users' right to pursue its remedies for other types of damages. 6.1. Insurance Coverage. 6.1.1. General Requirements. No later than five (5) calendar days after execution of this Contract, Contractor shall, at its own expense, secure and maintain the insurance coverage outlined below. This Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy shall not be interpreted as limiting Contractor's liability and obligations under this Contract. Providing and maintaining adequate insurance coverage is a material obligation of Contractor and is of the essence of this Contract. Performance inay not commence on this Contract until such time as insurance is secured by Contractor and approved by the Department. Such approval will not be unreasonably withheld or delayed. A certificate reflecting the continuing coverage of all such policies shall be delivered to the Department prior to the time such insurance is required and at least thirty (30) days prior to the expiration of any such policies. Such policies shall bear an endorsement stating that the insurer agrees to notify the Department not less than thirty (30) days in advance of the effective dates of any change in coverage or cancellation. All insurance carriers shall be, at the minimum, rated "A VII" by A.M. Best or an equivalent rating by a similar insurance rating service. Contractor is responsible for first dollar defense coverage. All general liability policies shall provide defense in addition to the policy limits. In respect to the total limits of liability required, any combination of primary and/or umbrella coverage may satisfy those totals. However, if an umbrella is used, coverage must be at least as broad as the primary coverage. Also, all of the policies set forth below shall contain an endorsement stating that coverage's are primary to the extent Contractor is liable under the Contract. 6.1.2. Commercial General Liability. Contractor shall have comprehensive general liability insurance against any and all claims for injuries to persons or damage to property. Such insurance shall have combined single limits, per occurrence of not less than one million dollars ($1,000,000), and not less than two million dollars ($2,000,000) in the aggregate. Said insurance shall include coverage for operations and shall naive the State as additional named insured. PAGE -18-OF35 DMS Contract 12/13-007A 6.1.3. Workers' Compensation Insurance. Contractor shall have Workers' Compensation Insurance for all employees connected with the Services. Such insurance shall comply fully with the Florida Workers' Compensation law. 6.1.4. Comprehensive Automobile Liability. Contractor shall have contractual coverage and automobile liability coverage for owned, hired, and non - owned vehicles, and equipment. The policy shall have combined single limits, per occurrence, for bodily injury and property damage of not less than one million dollars ($1,000,000). 6.1.5. Professional Liability Insurance. Contractor shall have professional liability insurance coverage, including errors and omissions coverage, to cover all professional services to be provided by Contractor under this Contract. The amount of coverage obtained shall be one million dollars ($1,000,000) per occurrence with a two million dollar ($2,000,000) yearly aggregate. If occurrence coverage is not available, claims -made coverage with a three-year tail coverage shall be provided for the same amounts and aggregate as detailed above. 6.2. Subcontractor Insurance Coverage. Contractor shall require each of its subcontractors to secure and maintain the insurance coverage's set forth in subparagraphs 6.1.2, 6.1.3 and 6.1.4 above except that Contractor shall also be a named insured. Such coverage may be reduced or waived when approved in writing by the Contract Manager with the consent of the Department since certain subcontractors have potentially less exposure in liability than other subcontractors, depending on the nature of their work under this Contract. In no event may a subcontractor self -insure unless it obtains the prior written consent of the Department. 6.3. Deductible Amounts. Contractor may choose the amount of deductible for any of the insurance coverage required above, but in no event shall such deductible for each occurrence exceed percent of the required yearly aggregate limit of coverage. [If blank, the limit will be 5%1. 6.4. Self -Insurance. Except as agreed in a separate writing, no "self-insurance" coverage shall be acceptable unless Contractor is licensed or authorized to self -insure for a particular coverage in the State of Florida, or is an insured member of a self-insurance group that is licensed to self -insure in the State of Florida. Section De au t and Remedies 7.1. Contractor Events of Default. The following list is non -exhaustive. Any one or more of the following events shall constitute an "Event of Default" on the part of Contractor: (a) Contractor fails to pay any sum of money required hereunder within thirty (30) calendar days after receipt of written notice that the same is due; or PAGE -19-0F35 DMS Contract 12/13-007A (b) Contractor fails to provide the Services required under this Contract or fails to meet any of the performance metrics established in accordance with Section 2; or (c) Contractor employs an unauthorized alien in the performance of any work under this Contract; or (d) Contractor fails to correct Contractor's work that the State has rejected as unacceptable or unsuitable; or (e) Contractor unilaterally discontinues the performance of the work required under this Contract; or (f) Contractor fails to resume work that has been discontinued within a reasonable time after notice to do so; or (g) Contractor fails to promptly pay any and all taxes or assessments imposed by and legally due the State or federal government; or (h) Contractor made or has made a material misrepresentation or omission in any materials provided to State; or (i) Contractor commits any material breach of this Contract; or (j) Contractor transfers ownership in violation of this Contract; or (k) Contractor utilizes a subcontractor in the performance of the work required by this Contract which has been placed on the State's Convicted Contractors List; or (1) Contractor is suspended or is removed as an authorized contractor by any state or federal agency or Contractor is convicted of a felony. 7.2. State Remedies in the Event of Default. If Contractor commits an Event of Default, the Department shall provide Contractor with written notice (by regular mail, hand delivery, overnight delivery, email, facsimile, or any other reasonable means), stating the nature of the default and providing a time certain for correcting it. The notice will also provide that, should Contractor fail to perform within the time provided, Contractor will be found in default and removed from the Department's approved vendor list. Unless Contractor corrects its failure to perform within the time provided, or unless the Department determines on its own investigation that the Contractor's failure is legally excusable, the Department shall find Contractor in default and shall issue a second notice stating (i) the reasons Contractor is considered in default, (ii) that the Department will reprocure or has reprocured the commodities or services, and (iii) the amount of the reprocurement costs if known. Reprocurement costs may include both administrative costs and costs or price increases incurred or to be incurred as a result of the reprocurement. The time allowed for correcting an Event of Default shall be ten (10) calendar days after receipt of written notice thereof; provided, however, if the obligation is of a nature that it could not reasonably be performed within ten (10) calendar days, such 10-day period may, at the Department's discretion, be extended so long as the Contractor begins performance within such 10-day period and thereafter diligently and continuously pursues performance, all being subject to Force Majeure. If Contractor fails to correct an Event of Default, the State is entitled to any one or all of the following remedies: (a) Termination of this Contract, in whole or in part, with Contractor being entitled to payment only for completed Services (not for any pending lease transactions). (b) Termination of any or all other contracts with Contractor. PAGE-20-0F35 DMS Contract 12/13-007A (c) Pursuit of equitable relief and/or damages against Contractor to collect any actual damages, hold -over rents, liquidated damages, reprocurement costs, or other sums owed by Contractor hereunder. Except for defaults of Contractor's subcontractors at any tier, Contractor shall not be liable for any damages if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of Contractor. If the failure to perfouii is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Contractor and the subcontractor, and without the fault or negligence of either, Contractor shall not be liable for any damages for failure to perform, unless the subcontracted services or supplies were reasonably obtainable from other sources in sufficient time for Contractor to meet the required delivery schedule. If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Depai intent in this clause are in addition to any other rights and remedies provided by law or under this Contract. 7.3. State Events of Default. Any one or more of the following events shall constitute an "Event of Default" on the part of the State: (a) The State fails to timely pay all non -disputed amounts due under this Contract. The cure period for failure to pay shall be forty-five (45) calendar days from receipt of notice of failure to pay, unless State law allows a longer period to pay; or (b) The State breaches any other material obligation under this Contract. The cure period for a material breach by the State shall be forty-five (45) calendar days from receipt of notice of material breach. 7.4. Contractor Remedies in the Event of Default. If the State fails to cure an Event of Default within the prescribed time, then the Contractor shall provide the State with a second written notice ("Termination Notice") reciting that Contractor intends to pursue termination of this Contract. The Termination Notice will not be effective unless it references this subsection 7.4. If the State fails to cure the Event of Default within ninety (90) calendar days from receipt of the Termination Notice, then the Contractor may terminate the Contract and recover the costs it actually incurred for authorized Services satisfactorily performed. To recover such costs, Contractor shall submit to the Department, within sixty (60) calendar days of termination, a request for payment of such amounts. Requests submitted later than sixty (60) calendar days after termination will not be honored and will be returned unpaid. In the event of termination, the Contractor shall work with the State in good faith to phase out the Services pursuant to section 8.5 below. 7.5. Exclusive Remedies. The remedies provided and available to the State and Contractor in this Contract shall be (i) the exclusive remedies hereunder; (ii) in lieu of all other claims for reimbursement or payment, including but not limited to lost profits, consequential or indirect damages, office overhead, or costs for accelerating performance; and (iii) distinct, separate and cumulative remedies such that the election of one remedy shall not be construed as a waiver of any other remedy. PAGE - 21- OF 35 DMS Contract 12/13-007A 7.6. State May Cure Contractor Defaults. If Contractor commits an "Event of Default" in the perfotniance of any term, provision, covenant or condition on its part to be performed hereunder, the State may, upon notice to Contractor after the expiration of any curative periods for which provision is made in this Contract, perform the same for the account and at the reasonable expense of Contractor. If, at any time and by reason of such default, the State is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, with a rate of interest if not established herein then as statutorily set by the State Comptroller (or successor), which together shall be repaid to the State by Contractor promptly when billed therefor. Section Termination Provisions 8.1. Term and Renewal. The "Term" of this Contract shall be for a five (5) year period commencing upon the Effective Date. Subject to Chapter 287 of the Florida Statutes, and upon mutual written agreement, the Parties may renew the Contract, in whole or in part, for a total period not exceed 5 years on the same terms, conditions and prices set forth herein. Any renewal shall be in writing and signed by both parties. The Department shall provide written notice to Contractor regarding its intent to renew this Contract at least thirty (30) days prior to expiration. The Department shall rely on several factors in making the determination to renew including, but not limited to, satisfactory performance evaluations by the Department and the availability of funding. This Contract may not be renewed if Contractor has failed to substantially comply with any of the Contract requirements. Upon the effective date of termination of this Agreement for any reason, the authority created hereby shall immediately cease, and Contractor shall have no further right to act as agent for the Department or otherwise perform or be paid for any Lease Transaction Services with respect to the period following the effective date of such termination. Within fifteen (15) days subsequent to expiration or termination of this Agreement, Contractor shall furnish the Department, in writing (i) a list of prospects/landlords with whom Contractor has been negotiating a Lease Transaction, (ii) identification of the properties under consideration by each of the aforesaid prospects, and (iii) identification of the Eligible User. In the event a prospect appearing on the list enters into a contract subsequent to the date of said expiration or termination and a commission would otherwise be due, Contractor shall be entitled to receive a commission as provided herein, but only if the RSN is approved before the date of expiration or termination of this Agreement. If Contractor fails to provide such a list to the Department within fifteen (15) days subsequent to the date of expiration or termination the Department shall not be liable for any such compensation. 8.2. Suspension of Work. The Department may in its sole discretion suspend any or all activities under this Contract, at any time, when in the best interests of the State to do so. The Department shall provide Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Contractor shall comply with the notice. Within ninety (90) days, or any longer period PAGE - 22 - OF 35 DMS Contract 12/13-007A agreed to by Contractor, the Department shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate this Contract in accordance with Section 8.3. Suspension of work shall not entitle Contractor to any additional compensation. 8.3. Termination for Convenience. The Department, by 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 State's interest to do so. Contractor shall not perform any Services after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. If this Contract is terminated for convenience, the Department shall: (1) notify the contractor and shall, (2) notify all Eligible Users. For all work in progress, Eligible Users that have entered into contracts may choose to allow the contractor to complete current contracted work at agreed upon costs/rates and time frames or the Eligible User may cancel services being rendered. Should an Eligible User cancel work in progress the Eligible User shall reimburse Contractor for reasonable costs actually incurred in connection with the work. Contractor shall submit to the Eligible User, within sixty (60) calendar days of termination, a request for payment of such amounts. Requests submitted later than sixty (60) calendar days after termination will not be honored and will be returned unpaid. 8.4. Termination for Cause. 'This Contract may be terminated for cause pursuant to Section 7 above. 8.5. Interim Services. For a period of up to one hundred eighty (180) days after termination of the Contract, the Department may elect to purchase Interim Services from Contractor. Interim Services shall mean all of the same Services provided by Contractor in the month immediately preceding the termination. The Department shall pay Contractor for such Interim Services at a rate equal to the amount the Department paid the Contractor during the month immediately preceding termination of the Contract for those Services. Each month, Contractor shall provide the Department with a proper invoice, in accordance with Section 4, for the Services provided during the previous month. Contractor agrees to provide sufficient experienced personnel during the period of time Interim Services are being performed to support the State. If the scope of Services needed by the Department is reduced by the Department, Contractor agrees to negotiate in good faith on a reduction of the costs charged the Department for Interim Services. retie al Provisions 9.1. Advertising. Contractor shall not publicly disseminate any information concerning this Contract without prior written approval from the Department, including, but not limited to mentioning this Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Contractor's name and either a description of this Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except potential or actual authorized. subcontractors. PAGE -23-OF35 DMS Contract 12/13-007A 9.2. Annual Appropriations. The State's performance and obligation to pay under this Contract are contingent upon an annual appropriation by the Legislature. 9.3. Assignment; Change of Control. Contractor shall not sell, assign, or transfer any of its rights, duties or obligations under this Contract, or under any Purchase Order, without the prior written consent of the Department. The Department may assign the Contract with prior written notice to Contractor of its intent to do so. Contractor agrees not to transfer more than 49.9% of its interests without prior written notice to the Department. By execution of this Contract, Contractor represents that it has no knowledge of any plan to transfer more than 49.9% of its interests. 9.4. Antitrust Assignment. Contractor recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State. Therefore, Contractor hereby assigns to the State any and all claims for such overcharges as to goods, materials, or services purchased in connections with this Contract. 9.5. Compliance with Laws. 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, including Section 475.278, Section 255.25, and Chapter 287 of the Florida Statutes and Chapters 60A-1 and 60H of the Florida Administrative Code. By way of further non - exhaustive example, Contractor shall comply with section 247A(e) of the Immigration and Nationalization 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 such laws shall be grounds for Contract termination. Any changes in existing statute or regulation, or the promulgation of new regulations or the issuance of new statutes, shall not entitle Contractor to any extension of time, term, or increase in compensation. Upon mutual agreement, the Parties may amend the Contract in response to any changes. 9.6. Dispute Resolution. The Parties acknowledge that efforts should always be made to avoid disputes through good communication and prompt requests for clarification and information. However, if a dispute arises under this Contract involving a State government entity, the Parties agree that the following procedures shall be the sole and exclusive procedures for resolution. (a) Executive Level Negotiations. The Contractor and the Eligible User will attempt in good faith to resolve any dispute arising out of or relating to this Contract (a "Dispute"), promptly by negotiation between executives of each side who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of the Services at issue. The Department's Director of Real Estate Development and Management shall be included in the negotiations to help mediate the Dispute. To the extent permitted by law, all negotiations shall be treated as confidential settlement negotiations for purposes of discovery and admissibility in a later legal action. PAGE -24-OF35 DMS Contract 12/13-007A (b) Legal Action. The Contractor and Eligible User will allow for at least thirty (30) days of executive level negotiations, commencing on the date the aggrieved party provides formal notice of the Dispute to the other party. If a Dispute is not resolved within this timeframe, the Eligible User shall reduce its decision to writing and serve a copy on Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, Contractor files with the Eligible User a petition for administrative hearing. The Eligible User's decision on the petition shall be fmal, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. (c) Venue; Governing Law; Waiver of Jury Trial. The exclusive venue of any legal or equitable action that arises out of or relates to this Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial, This Section shall survive termination of this Contract. 9.7. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Such purchases are independent of this Contract, and the Department shall not be a party to any transaction between the Contractor and any other purchaser. Notwithstanding the foregoing, Contractor shall report and pay the fee as required by Section 4.2.3 for all transactions accomplished through the establishment of this Contract. 9.8. Force Majeure, Notice of Delay, and No Damages for Delay. Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Contractor's control. In case of any delay Contractor believes is excusable, Contractor shall promptly notify the Department in writing of the delay or potential delay and describe the cause of the delay. No claim for damages, other than for an extension of time, shall be asserted against the Department. Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages arising because of delay, disruption, interference, or hindrance from any cause whatsoever. 9.9. Employment Eligibility Verification. Pursuant to state of Florida Executive Order No.: 11-116, Contractor is required to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment of all new employees hired by the Contractor during the Contract terin. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the Contract term_ PAGE - 25 - OF 35 DMS Contract 12/13-007A 9.10. Further Assurances. The Parties will, without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract. 9.11. Indemnification. Contractor hereby assumes entire responsibility and liability for any and all damages or injury of any kind or nature whatever (including death resulting therefrom) to all persons, whether employees of Contractor or otherwise, and to all property caused by, resulting from, arising out of or occurring in connection with any wrongful act or omission of Contractor, Contractor's employees, or Contractor's agents in connection with this Contract. If any claims for such damage or injury are made or asserted, Contractor agrees to indemnify, defend, and save harmless, the State, its officers, agents, servants, and employees from and against any and all such claims, and further from and against any and all loss, cost, expense, liability, damage, or injury, including legal fees and disbursements, that the State, its officers, agents, servants, or employees may directly or indirectly sustain, suffer, or incur as a result thereof. Upon request, Contractor shall assume the defense of any action at law or in equity which may he brought against the State, its officers, agents, servants or employees, arising by reason of such claims and shall pay the amount of any judgment that may be entered against them, individually, jointly or severally, in any such action. Contractor also agrees to assume responsibility for, hold harmless, defend, and indemnify the State for payment of any expenses, costs (including delay costs), damages, penalties, taxes or assessments, including counsel fees and costs of defense, which may be imposed or incurred (a) under any Federal, State, or local law, ordinance or regulation with respect to any compensation of any person employed by Contractor; (b) under any Federal, State, or local law, ordinance or regulation with respect to discrimination in employment by Contractor on the basis of race, color, religion, sex, or national origin; (c) under any Federal, State, or local law, ordinance or regulation with respect to any claims or civil actions alleging deprivation of right, privilege, or immunity secured by the United States Constitution and laws pursuant to 42 USC Section 1983; and (d) under any Federal or State law relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 9.12. Right of Setoff. The State may, in addition to other remedies available to it at law or equity and upon notice to Contractor, retain such monies fromamounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against the State. The State may set off any liability or other obligation of Contractor or its affiliates to the State against any payments due Contractor under any contract with the State. 9.13. Independent Contractor Status of Contractor. Contractor, together with its agents, subcontractors, officers and employees, shall have and always retain under this Contract the legal status of an independent contractor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. During the term of this Contract, Contractor shall maintain at its sole expense those benefits to which its employees would otherwise be entitled to by law, including health benefits, and all necessary insurance for its employees, including workers' compensation, disability, and unemployment insurance, and provide PAGE -26-OF35 DMS Contract 12/13-007A the Department with certification of such insurance upon request. Contractor remains responsible for all applicable federal, state, and local taxes, and all FICA contributions. 9.14. Lobbying and Integrity. Contractor represents that it did not lobby the legislative, judicial or executive branches, including any State Agency, on any aspect of this Contract during the procurement process (i.e., from the time the Contract solicitation documents were released until this Contract was executed). Any misrepresentation in this regard may constitute grounds for the disqualification of Contractor and termination of this Contract. In accordance with Section 216.347, Florida Statutes, Contractor may not expend any State funds for the purpose of lobbying the legislative, judicial or executive branches, or any State agency. This restriction does not apply to actions taken by Contractor to provide any information relating to any aspect of this Contract, if requested by legislative, judicial or executive branch, or any State agency. Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Department's Inspector General, or other authorized State official, Contractor shall provide any type of information the Inspector General deems relevant to Contractor's integrity or responsibility. Such information may include, but shall not be limited to, Contractor's business or financial records, documents, or files of any type or form that refer to or relate to this Contract. Contractor shall retain such records for at least three years after the expiration of the Contract. Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 9.15. Loss of Data. In the event of loss of any State Data or record where such loss is due to the negligence of Contractor or any of its subcontractors or agents, Contractor shall be responsible for recreating such lost Data in the manner and on the schedule set by the Department, in addition to any other damages the State may be entitled to by law or this Contract. 9.16. Notices. All notices under this Contract shall be served upon the Department by certified mail, return receipt requested, by reputable courier service, or delivered personally to each of the following: PAGE -27-OF35 DMS Contract 12/13-007A Department of Management Services Christina Espinosa, Contract Administrator Departmental Purchasing 4050 Esplanade Way, Suite 335Tallahassee, FL 32399-0950 Department of Management Services Beth Sparkman, Bureau Chief Division of Real Estate Development and Management 4050 Esplanade Way, Suite 315E Tallahassee, FL 32399-0950 All notices under this Contract to be served upon Contractor shall be served by certified mail, return receipt requested, by reputable courier service, or delivered personally to: CBRE, Inc. William Gulliford, III, Managing Director 225 Water Street, Suite 110 Jacksonville, Florida 32202 And copied to: CBRE, Inc. Lee Ann Korst, Account Director 311 E. Park Avenue Tallahassee, FL 32301 The Parties agree that any change in the above -referenced address or naive of the contact person shall be submitted in a timely manner to the other Party. All notices and other communications under this Contract shall be in writing and shall be deemed duly given either (i) when delivered in person to the recipient named above, (ii) upon confirmation of courier delivery to the intended recipient, or (iii) three (3) business days after mailed by certified U.S. mail, return receipt requested, postage prepaid, addressed by name and address to the Party intended. 9.17. Public Records. If, under this contract, the Contractor is providing services and is acting on behalf of the Department as provided under section 119.011(2), Florida Statutes, the Contractor, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall: (i) Keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the service; (ii) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; PAGE -28-OF35 DMS Contract 12/13-007A (iv) Meet all requirements for retaining public records and transfer, at no cost, to the Department all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, and all records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department. The Department may unilaterally cancel this Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the contractor in conjunction with the contract, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.07(1), Florida Statutes. 9.18. Rights to Contract Materials and Databases. Contractor agrees that all documents and materials prepared by Contractor for purposes of this Contract shall be the sole property of the Department and shall be available to the Department at any time. Upon removal of references to Contractor, the Depaitment shall have the right to use the same without restriction and without compensation to Contractor other than that specifically provided by this Contract. Contractor shall provide the Department with all documents, materials, data, notes, photographs, files, recordings and any other material, regardless of the physical form, made or received in connection with the Services provided under this Contract. All electronic records must be provided in a format that is compatible with the information technology systems of the Department. Except as expressly provided above, Contractor shall retain all right, title and interest in any and all intellectual property: (i) created by Contractor prior to this Agreement, including without limitation Contractor's proprietary software programs and processes for providing services; (ii) created by Contractor during the term of this Contract in the normal course of business for Contractor's clients generally. 9.19. Security and Confidentiality. Contractor, and its employees, subcontractors and agents, shall comply fully with all security and administrative procedures and requirements of the State in performance of this Contract. Contractor, and all subcontractors and agents, may be required to provide certification on an annual basis that they, and their employees, have complied with all State and Department security and administrative procedures and requirements. The certification must be signed by an executive of each company. Notwithstanding any provision of this Contract to the contrary, Contractor shall provide immediate notice to Department in the event it becomes aware of any security breach, any unauthorized access to State Data (even by persons or companies with legitimate access), any unauthorized transmission of State Data (whether or not to people with legitimate access to the data), or of any allegation or suspected violation of the above, regardless of its source. Except as required by law or legal process and after notice to the Department, Contractor shall not divulge to third parties any confidential information obtained by Contractor or its agents, subcontractors, officers, or employees in the course of performing the Services, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State. Contractor shall not be required to keep confidential information or material that is publicly available through no fault of Contractor, material that Contractor developed independently without relying on the State's confidential information or material that is otherwise obtainable under State law as a public record. To ensure confidentiality, Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. PAGE -29-OF35 DMS Contract 12/13-007A 9.20. Accounting Records The Contractor shall establish and maintain accounting records. The Contractor shall permit and shall require its contractors, subcontractors, and agents to permit the State's Auditor General or the Department's authorized representatives to, upon statutory or otherwise reasonable notice to the Contractor, and during normal business hours, inspect, and audit all work, books, accounts, materials, payrolls, and records pertaining to this Contract to ensure compliance with applicable laws and rules. 9.21. PUR 1000 The PUR 1000 (10/06) is incorporated into this Contract as terms and conditions. 9.22. Scrutinized Companies List In executing this Contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), Florida Statutes, the Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if the Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Contract. 9.23. Geographic Location Of Data And Services The State of Florida requires that all Data generated, used, or stored by Contractor pursuant to the prospective Contract will reside and remain in the continental U.S. and will not be transferred outside of the continental U.S. 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 continental U.S. 9.24. Waiver. The delay or failure by a Party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 9.25. Representations and Warranty of Ability to Perform. Contractor represents that all written information relating to its ability and qualifications to perform the Services that was provided by Contractor to the Department in response to the Invitation to Negotiate No. DMS 12/13-007 dated March 18, 2013, remains true in all material respects. Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish Contractor's ability to satisfy its Contract obligations. Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of this Contract. PAGE - 30 - OF 35 DMS Contract 12/13-007A 9.26. Entire Contract. This Contract constitutes the full and complete agreement of the Parties and supersedes any prior contracts, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Each Party acknowledges that it is entering into this Contract solely on the basis of the representations contained herein, and for its own purposes and not for the benefit of any third party. As incorporated by reference the ITN as released and the Contractors full response to that action are part of this contract and are binding hereto. 9.27. Modification of Terms. This Contract may only be modified upon mutual written agreement of the Department and Contractor. No oral agreements or representations shall be valid or binding upon the Department or Contractor. Contractor may not unilaterally modify the terms of this Contract by incorporating terms onto Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Department's acceptance of Service or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. Notwithstanding the above, the Department may unilaterally require, by written order, changes altering, adding to, or deducting from the Services, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or schedule if the change affects the cost or time of performance. 9.28. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent it is not in violation of law, or is not otherwise unenforceable, and all other provisions shall remain in full force and effect. 9.29. Execution in Counterparts; Authority to Sign. This Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. THIS SPACE INTENTIONALLY LEFT BLANK. PAGE - 31 - OF 35 DMS Contact 12/13-00'7A SO AGREED: STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES CBRE, INC William Gulliford, / 14 ing Director Date THIS SPACE INTENTIONALLY LEFT BLANK. PAGE - 32 - OF 35 WENT0 h+ANi8GENE+rr€ENVKt eal estate development and management hULUt BIQk Contract (»MS 1- 0 7 T *u tnt broker Eugagemen Engagement Title: Eligible User: Contractor: DMS Contract 12/13-007A u.dtx t t The Contractor and the Eligible User shall use this checklist (or other appropriate scope of work) to define and confirm all deliverables, and if the deliverable will be in written form and expected due dates. Eligible Users may add such information to this form as needed. A' tARR PRE; WORK;:'//. t•x c !�,... F�5;\• -10 Is Required Date Due Yes No 1. Determine/validate desired boundaries against business drivers, 2. Determine/validate primary decision criteria for selection of an "award." 3. Present summary of market rates, vacancy and absorption (current and tend) as defined below: a. Scope of summary (e.g. within 5 miles, All class B, etc.) b. Period for trend data c. Additional market information requested 4. List all state owned and leased real property with a radius defined here, as reported on publicly available state database and all excess space available. Radius: 5. Provide a written assessment identifying preliminary courses of action for lease with pro/con assessment and projected cost per occupant of each potential action. 6. Review and summarize subject lease action "fit" with recommendations in most recently submitted DMS Master Leasing Report and Strategic Leasing Plan. 7. Draft, review, and provide recommendations of any lease terms that may vary from approved lease forms (Section 60H-1.003, F.A.C.) 8. Draft, review, and provide recommendations of any lease terms that may vary from approved lease forms (Section 60H-1.003, F.A.C.) M a ... ,.._ %PROCTTRE4IFNT r FFFii : ,IgiVf.l.F4A'A,;.ifkiff 1. 2. Review and provide recommendations on, or draft, procurement documents. 3. Distribute procurement documents and associated notices as follows: 4. Assist the agency in responding to bidders questions. 5. Participate in bidder conferences/meetings. 6. Provide a written synopsis of each bid received to determine its adherence to the bid criteria and assist in the identification of"responsive" bids. 7. Create tour evaluation packages for site evaluators and conduct all site tours. 8. Provide an updated market rate analysis. 9. Serve as "Lead Negotiator" for the top site or site(s). 10. Provide updates on negotiation activities and interactions with bidders at following interval(s): 11. Provide summary of evaluations and recommended bidder to whom Eligible User should award in accordance with selection criteria. 12. Obtain a signed Commission Agreement. 'ry „ 1�€ , :.,. ,i. �' °SE:.)✓#(E�y,N.�r'�,"t.=.a `fir, ,...,,:48"%/a�.`x3;. 1. Review and provide recommendations on, or draft, lease documents 2. Route lease documents to ensure complete execution :: .... -.'PrIWIEGTtIAISEQiJ7,' `Et.,2,IZ Conduct lease transaction service close out review with Eligible User using Engagement Checklist to verify/validate completion of all agreed upon services. PAGE - 33 - OF 35 DMS Contract 12/13-007A FUNI10/43VAMINT.Of MAINWENCONT MO& real estate development v and management .MS Tenant Broker Contract (1114.8 1.21134 Appendix 2: Service Credit Hours Accountin.g Form The Tenant Brokers shall use this form to provide a monthly accounting of credit hours FY 2013-2014 FY 2014-2015 FY 2015-2016 FY 2016-2017 FY 2017-2018 Subtotal 1041111111111111111,111,1113. Amat.''..1,111,40111 45111111111111r11111 „„,,,,,,MIPM111111111111 SO:" Description of Service Eligible User Date Hours Used Total Hours Expended 1:61411,111111111141#41•1111111111111111111111111111111 -,-gt-E411111 By: Print Name: Date PAGE - 34 - OF 35 DMS Contract 12/13-007A FLORIDA DEPARTMENT OF MANAGEMENT SERVICES real estate development and management.,,. Florida Tenant Broker Contract (DM i2t13- 7A) App n4ix 3 Credit Haut Direct Order Request & Approval. Firm. The Tenant Brokers and the Eligible Users shall use this form to define and confirm the scope of work/services; propose the approach and work products to be delivered, as well as the credit hours that will be used to provide them; and provide authorization to provide the requested work or services. If additional space is required to provide necessary detail and specificity within sections A or B below, other documents may be included within these section by explicit reference therein. Requested Service mmary Eligible User Information odud S} / Sery ce(S [Name and Position/Title Agency] Short Descriptive Title for Work [Brief overview of services being requested] Specific Milestones or Deliverables Period of Perforn:once B. �I roker I'i po_sal to Proposed Work' Breakdown i Proposed Credit Hours Allocated Proposed Timeline Tenant Broker Information [Name and Position/Title Company] �� �I SAeceptance,& Approved to •Proceed 1ariafzan to peg, ❑ Yes ❑ No Date Approver's Name & Signature PAGE -35-OF35 Detail by Entity Name Page 1 of 3 FLORIDA DEPATMENT OF Sm DIVISION OF CORI)()RIIIIIIN: Detail by Entity Name Foreign Profit Corporation CBRE, INC. Filing Information Document Number 847299 FEI/EIN Number 952743174 Date Filed 10/22/1980 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 10/04/2011 Event Effective Date NONE Principal Address 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Changed: 10/16/2014 Mailing Address 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Changed: 10/16/2014 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 SOUTH PINE ISLAND RD. PLANTATION, FL 33324 Name Changed: 09/24/1999 Address Changed: 05/13/2002 Officer/Director Detail Name & Address Title PRESIDENT AND CHIEF EXECUTIVE OFFICER SULENTIC, ROBERT E http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/forp-... 10/21 /2014 Detail by Entity Name Page 2 of 3 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Title DIRECTOR AND SECRETARY MIDLER, LAURENCE H 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Title DIRECTOR, DEPUTY CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER BOROK, GIL 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Title SENIOR VICE PRESIDENT AND TREASURER FAN, DEBERA 100 NORTH SEPULVEDA BLVD, SUITE 1100 EL SEGUNDO, CA 90245 Title CHIEF FINANCIAL OFFICER GROCH , JAMES R 2929 ARCH STREET SUITE 1500 PHILADELPHIA, PA 19104 Title SENIOR VICE PRESIDENT AND ASSISTANT SECRETARY BALLAS , STEPHEN B 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Title ASSISTANT SECRETARY KEE , CINDY 400 S. HOPE STREET 25TH FLOOR LOS ANGELES, CA 90071 Title VICE PRESIDENT EATON , MARY JO 777 BRICKWELL AVENUE, SUITE 900 MIAMI, FL 33131 Annual Reports Report Year Filed Date 2013 04/22/2013 http://search. sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/forp-... 10/21 /2014 Detail by Entity Name Page 3 of 3 O4/ 7/2D14 10/16/2014 DocmmmemtImmges 1CV16/2O14—AMENDED ANNUAL REPORT | � O4/17/2U14—ANNUAL REPORT' O4/22/2O13—ANNUAL REPORT' O4/09/2012—ANNUAL REPORT 11/18/2011—ANNUAL REPORT 10/14/2011 LREPORT 1D/D4/2O11—Name Ch8We O4/D6/2O11—ANNUAL REPORT O2/1O/2O1O—ANNUAL REPORT 04/21/2D0S—ANNUAL REPORT O5/14/2O0O—ANNUAL REPORT 04/11/2008 ANNUAL 04/12/2UD7—ANNUAL REPORT 04/18/2OO6—ANNUAL REPORT O3/31/2OO5—ANNUAL REPORT 11/12/2OO4—ANNUAL REPORT' Q#102OO4—ANNUAL REPORT 05/13/2002 -- ANNUAL. REPORT D7/202OO1—ANNUALREPORT 0404/20OO—ANNUAL REPORT O9/24/1999—Reg,Agent Change 04/19/1999—ANNUAL REPORT O5/28/1S9D—ANNUAL REPORT 04/ e 11/24/1997—Reg. Agent C|hanq.?, 02/2771997ANNUAL REPORT' O5/O1/19g6—ANNUAL REPORT O2/22/1SS5—ANNUAL REPORT' View image in PDF format View image in PDF forma View image in PDF format | View image inPDFformat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format �View image in PDF format View image in PDF format View image in PDF format View image in PDF format L_ View image in PDF format View image in PDF format View image in PDF format LView image in PDF format |View image inPDFformat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format oODvm*k (�)and mrjv�lc,pmme State mFlorida, Department mState CONTRACT NO.: DMS-12/13-007B BETWEEN THE DEPARTMENT OF MANAGEMENT SERVICES AND VERTICAL INTEGRATION, INC. AMENDMENT NO.: 1 THE PARTIES agree to amend Contract No. DMS-12/13-007B (the Contract), effective upon execution, as follows: 1. Section 2.3.1 Contractor Compensation, is replaced in its entirety to read as follows: 2.3.1 There is no Contractor compensation in excess or in addition to those payments established herein for Services. 2.3.1 Compensation for Lease Transaction Services and Portfolio Strategy Services. The compensation for performing the Lease Transaction Services allowed under this Agreement, Contractor shall receive either the Commission paid by the subject landlord through the Eligible User as indicated below. Payments shall be made based on the aggregate of each of the amounts of the gross base rent of the lease. (For example: a five (5) year lease (base term) with a total obligation of $2,765,432 will have a commission bill as follows: the first $0 - $500,000 bills at 3.5%, the next $500,001 - $2,500,000 will bill at 3.25% and the last $2,500,00 - $2,765,432 will bill at 3.0°/0). All payments for lease transaction services as well as any other services procurement under this contract must be evidenced by either a purchase order or a two party written Commission Agreement. Table 1 - Commission Schedule Type of Lease Agreement Negotiated Maximum Compensation Rate New leases 1 Total Aggregate Gross Base Rent Maximum of the Base Terri of the Lease as Rate indicated above The first $ 0 - $ 500,000 3.50% The next $ 500,001 - $2,500,000 3.25% The next $ 2,500,001 - $4,500,000 3.00% The next $ 4,500,001 - $6,499,999 2.76% The next $ 6,500,000 and over 2.50% Lease renewal, lease modifications, stay -in -place lease, lease extension, lease expansion 2% of the rent to be paid for the term of the action. 2 At DMS's discretion and approval, a lease that has been substantially restructured to decrease the effective rental rate for leased space, resulting in a notable reduction in the overall tease costs In accordance with the objectives established in the annual Strategic Leasing Plan can be considered a "new lease" for the purposes of compensation. 2 If the existing lease term is incorporated in a new transaction, such term (or value) shall be excluded from the commission calculation. Contract No.: DMS-12/13-007B Contract Amendment No.: 1 1 of 3 Type of Lease Agreement Negotiated Maximum Compensation Rate All leases for warehouse, hangar or storage space 2% of the sum of the annual rent to be paid over the initial term of the lease for leases 0-5,000 square feet Leases over 5,001 square feet follow the new lease chart above. Independent Market Analysis $ 225.00 per IMA Broker Opinion of Value or a Broker Price Option - Undeveloped Properties* $ 500.00 per BOV/BPO Broker Opinion of Value or a Broker Price Option - Developed Properties $ 250,00 per BOV/BPO n eve oped properties is defined a property that contains no structures. Rates in excess of those established in Table 1 are not authorized. Commissions received by the Eligible User on behalf of Contractor shall be paid to Contractor as indicated herein. However, under no circumstances shall Commissions become payable by Eligible User until such payments have been remitted to the Eligible User by the subject landlord. Commission installments are paid as follows: New leases: 50% upon full execution of the lease documents by the landlord the Eligible User and DMS; and 50% upon occupancy by the Eligible User of the leased premises. Reneciotiated/Modified Leases: Should the lease be in the same location and thereby not requiring a move on the part of the Eligible User the commission shall be paid 100% at time of full lease execution by the landlord the Eligible User and DMS. All Other Actions Payment will be made as indicated on the purchase order or contract document. 2. This Amendment sets forth the entire understanding between the Parties with regard to the subject matter hereof. All other terms and conditions of the Contract and shall remain in full force and effect. Contract No.: DMS-12/13-007B Contract Amendment No.: 1 2 of 3 ©ate SO AGREED by the Parties' authorized representatives on the dates noted below: DEPARTMENT OF MANAGEMENT SERVICES y Arias, I eputy`Secretary Is/if VERTICAL INTEGRATION, INC. Print Name and. TM Dat Contract No.: DMS-12f13-007B Contract Amendment No.: 1 3 of 3 FLORIDA DEPARTMENT©F MANAGEMENT SERVICES eal estate development end managementFload, TENANT BROKER AND REAL ESTATE CONSULTING SERVICES Contract By and Between Vertical Integration, Inc. And the State of Florida Acting Through the Department Of Management Services DMS 12/13-007B PAGE 10F36 DMS Contract 12/13-007B CONTRACT This Contract ("Contract"), effective the date of full execution ("effective date"), is, between Vertical Integration, Inc. ("Contractor"), a Corporation with an office at 3000 Bayport Drive, Suite 150, Tampa, Florida 33607, and the State of Florida, Department of Management Services (the "Department"), with offices at 4050 Esplanade Way, Tallahassee, Florida 32399-0950 (each a "Party" and collectively, the "Parties"). Upon effective date of this Contract, contract DMS-06/07-115C, is replaced in full by this Contract. All new transactions shall be in accordance with this Contract. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties agree as follows: 1.1 Definitions. "Credited Services" means those real estate consulting services which are funded by Service Credit Hours. "Deliverables" means those actions, items, or materials delivered as part of the performance of the Services by Contractor as defined in this Contract. "Eligible User" means any of the various state officers, State Agencies, departments, school boards, commissions, divisions, bureaus, councils and any other unit of organization, however designated, of state government and any other instrumentality of the State of Florida including the state courts, the state legislature, and the state university system including all governmental agencies, as defined in Section 163.3164, F.S., which have a physical presence within the State of Florida and any independent nonprofit college or university that is located within the State of Florida and is accredited by the Southern Association of Colleges and Schools. "Engagement Checklist" means the list of desired services and is Appendix 1 to this contract. "Purchase Order" means the document consistent with Section 287.058(1), Florida Statutes, used by an Eligible User to make a purchase under the Contract. "Request for Space Need (RSN)" means an electronic submitted request, by an agency to DMS, to begin to address space needs. "Scope of Services" means an official request for services sought that clearly establishes all tasks that the contractor is required to perform; outlines the project needs; identifies quantifiable, measurable, and verifiable units of deliverables; as well as time frames for performance and costing structure. For leasing transactions, the Scope of Services should take the form of an Engagement Checklist. "Services" means the services assigned to Contractor as provided in this Contract. "Service Credit Hours" means hours accrued pursuant to Section 2.4.1 below. "State" means the State of Florida. PAGE-2-0F36 (f) (g) DMS Contract 12/13-007B 1.2 Rules of Interpretation. In this Contract, unless otherwise indicated, or otherwise required by the context, the following rules of interpretation shall apply: (a) reference to, and the definition of, any document (including any exhibits) shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified in the method prescribed herein; all references to a "Section," "Appendix," or "Exhibit" are to a Section, Appendix, or Exhibit of this Contract; Section headings and other captions are for the purpose of reference only and do not limit or affect the content, meaning, or interpretation of the text; (d) defined terms in the singular shall include the plural and vice versa, and the masculine, feminine, or neuter gender shall include all genders; (e) the words "hereof," "herein" and "hereunder," and words of similar import, shall refer to this Contract as a whole and not to any particular provision of this Contract; the words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation;" and any reference to a governmental entity or person shall include the governmental entity's or person's authorized successors and assigns. (b) (c) Section Scope of ery ces and Compcnsatioi 2.1. Services. The following Services shall be provided by Contractor in exchange for compensation as set forth in Section 2.3 below: 2.1.1. Lease Transaction Services. Contractor shall provide Eligible Users with the technical expertise to complete commercial lease and real estate transactions. Prior to the commencement of Services for leases, Contractor shall ensure that a Purchase Order has been issued in accordance with Section 4.1, and for State Agencies an RSN has been approved in accordance with either an Engagement Checklist or an appropriate Scope of Services. (see Appendix 1). For each lease transaction, Contractor shall provide, at a minimum, the items set forth on the Engagement Checklist or the items as indicated on a scope of work attached to a Purchase Order. The services will be completed in accordance with the performance standards and metrics established under Section 2.5 below. Should it be requested and approved through the Contract Manager, an Eligible User may be allowedto use accumulated credit hours, at a quoted rate, for any or all of these activities. Lease Transaction Services to be provided per this Contract are to include the following: PAGE-3-0F36 DMS Contract 12/13-007B Review, validation, and recommendation regarding the suitability of boundaries or the desirable area for a lease location that meets the Eligible User's needs using quantitative data; Review, validation, and recommendation regarding the primary criteria for evaluating legitimate potential space and documentation of such criteria in the Engagement Checklist or documented scope of services; For markets where such information is readily available, a summary of rental rate trends, vacancy trends, and absorption trends for a period as agreed upon and stipulated in the Engagement Checklist or documented scope of services; Identification of all state-owned or leased real property, within a defined radius, as reported on publicly -available state databases, as agreed upon and stipulated in the Engagement Checldist or documented scope of services; Identification of lease -action options including a pro/con analysis of each option and a projected cost per occupant for each option; Assessment of proposed options compared to recommendations of most recent Master Leasing Report and Strategic Leasing Plan; Development or review of intended lease documents and identification of changes that could broaden competition and potential negotiated cost savings; Distribution of procurement documents via the method and to the extent agreed upon and stipulated in the Engagement Checklist or Scope of Work; Review and validation, prior to publishing, of all anticipated responses to formally submitted procurement questions; Participation at all vendor/bidder conferences or meetings; Independent assessment of all procurement responses to determine bidder responsiveness, degree of completion of response, and technical evaluation of response; Recommendation as to which bidder the Eligible User should negotiate and the rationale for such opinion; Market analysis inclusive of all comparable facilities within a proximity to the subject facility as agreed upon and stipulated in the Engagement Checldist or Scope of Work; A summary detailing the negotiation; Analysis of bidders' responses to identify the facility and lease terms and conditions that the Contractor recommends are in the best interest of the state for the Eligible User to select; Review, validation, and recommendation of modifications to final lease documents prior to submission to selected bidder; Routing of lease documents for appropriate approval; Lease transaction service close out review with Eligible User using Engagement Checklist to verify and validate completion of all agreed upon services. Partnership with Eligible Users and landlords to assist with the monitoring of tenant build out. Guide the landlord on the process for payment of the commission to the Eligible User. PAGE-4-0F36 DMS Contract 12/13-007B 2.1.2. Portfolio Strategy Services. To the extent requested by the Department, and in accordance with this Contract, Contractor may be requested to assist and participate in the development and implementation of annual Strategic Leasing Plan(s) and Master Leasing Report(s) (collectively, the "Plan"). These services shall include: (a) Attendance and participation in a portfolio strategy -planning workshop no less than 6 months prior to submission date of the Plan with prior reasonable notice to the Contractor. This workshop shall address the following: 1. Project timeline for development of the Plan; 2. List of data required for development of the Plan; 3. Review of progress on prior year's Plan; 4. Validation of goals of prior year's Plan for inclusion in current Plan; 5. Project team meeting schedule; 6. Assignment of project team member responsibilities. (b) Summary of key environmental factors for consideration of impact on portfolio; (c) Analysis of market rent trends, vacancy, and absorption; (d) Analysis of market areas of concern and opportunity; (e) Analysis of portfolio supply and demand; (f) Summary of strategic plans for consideration against the Plan; (g) Editorial review of drafts of the Plan; (h) Plan implementation to the extent that implementation activities are considered Lease Transaction Services. 2.1.3. Real Estate Services. An Eligible User may purchase additional services related to real estate management, support, operations, or other similarly related services. The Eligible User will provide a detailed Scope of Services, timelines for performance, business strategies, and desired pricing model for the needed service. Related real estate consulting and transactional services include, but are not limited to, relocation services, project management services, acquisition services, sale, lease, or disposition of properties, trading or swapping of properties, strategic consulting, real estate financial services, facilities management services, etc. Tenant Brokers will provide the Eligible User a quote in the format/method desired by the Eligible User which can be either a commission based quote, a flat fee for services quote, or an hourly rate quotes at the rates at or below those indicated in this contract. INDEPENDENT MARKET ANALYSIS (IMA): An Eligible User may request an IMA that is independent from a lease transaction and will be paid directly by the Eligible User separate from any transaction. An IMA will consist of evaluating current Eligible User needs and obtaining a minimum of three (3) comparable current properties in the market that are equally leveraged to be similar to the current Eligible User need. If the Eligible User needs a full service lease that includes a build out, the comparable should be estimated to include those rates (not triple net). This service will be paid as indicated in Section 2.3. PAGE-5-0F36 DMS Contract 12/13-007B BROKER OPINION OF VALUE or BROKER PRICE OPINION (BOV/BPO): An Eligible User may request a Broker of Opinion Value for a specific property. A BOV/BPO shall be an indication of the current market price for a particular parcel of land, building, or combination of land and building that takes into account current area rates; value of similar surrounding properties; asking prices; local and regional sold prices; demographic reports; the costs associates with getting the property ready for sale, and the costs of any needed repairs. This service will be paid as indicated in Section 2.3. The Eligible User shall issue a Purchase Order or a Scope of Services to Contractor for real estate consulting services. State Agencies are required to use a Purchase Order. An Eligible User may negotiate directly with any one contractor for consulting services, but the Department encourages Eligible Users to request quotes from the other contractor awarded this bid. Contractor will not charge and shall not be entitled to payment for any real estate consulting services that result in or are incidental to a lease transaction for which compensation is paid under Section 2.3. 2.2. Eligible User's Right to Commission. Whenever Contractor provides Services under 2.1.1., Contractor or the Eligible User shall negotiate a commission ("Commission"), in accordance with Section 2.3. Contractor hereby assigns to the Eligible User all of Contractor's rights, title and interest to any Commission. All commissions rates stated in 2.3 are ceiling rates; lower compensation rates may be established per transaction with the Contractor and with an Eligible User. Contractor will use reasonable efforts to ensure that any Commission owed to Contractor resulting from Contractor providing services under Section 2.1.1 of this Contract will be directed to the Eligible User for disbursement to Contractor, in accordance with Chapter 255, Florida Statutes. If a landlord wrongfully withholds a Commission, the Parties and the Eligible User will cooperate in the diligent pursuit of collection. The Contractor may not submit a request for Commission reimbursement (invoice) to the Eligible User until and unless the Commission is paid to the Eligible User in accordance with this paragraph. Moneys paid by a landlord to the Eligible User are not subject to the charges imposed under Section 215.20, Florida Statutes. DMS has the authority to negotiate with the Contractor for a cap on commissions per Service or more broadly. 2.3. Contractor Compensation. 2.3.1. There is no Contractor compensation in excess or in addition to those payments established herein for Services. 2.3.1. Compensation for Lease Transaction Services. As compensation for performing the Lease Transaction Services allowed under this Agreement, Contractor shall receive the Commission paid by the landlord through the Eligible User as indicated below. All payments for Services shall be made as indicated on the Purchase Order. PAGE-6-0F36 DMS Contract 12/13-007B Table 1- Commission Schedule Type of Lease Agreement Negotiated Maximum Compensation Rate New leases 1 Total Annual Rent of Maximum the Base Term of the Lease Rate $ 0 - $ 500,000 3.50% $ 500,001 - $2,500,000 3.25% $ 2,500,001 - $4,500,000 3.00% $ 4,500,001 - $6,499,999 2.75% $ 6,500,000 and over 2.50% Lease renewal, lease modifications, stay- in -place lease, lease extension, lease expansion 2% of the rent to be paid for the term of the particular lease renewal, modification, extension, expansion, or stay -in -place negotiated. 2 All leases for warehouse, hangar or storage space 2% of the sum of the annual rent to be paid over the initial term of the lease for leases 0-5,000 square feet Leases over 5,001 square feet follow the new lease chart above. Independent Market Analysis $ 225.00 per IMA Broker Opinion of Value or a Broker Price Option - Undeveloped Properties* $ 500.00 per BOV/BPO Broker Opinion of Value or a Broker Price Option - Developed Properties $ 250.000 per BOVBPO *Undeveloped properties is defined as property that contains no structures. Rates in excess of those established in Table 1 are not authorized. Contractor will not charge and shall not be entitled to payment for any consulting services that result in or are incidental to a lease transaction for which compensation is paid under Section 2.3. Commissions received by the Eligible User on behalf of Contractor shall be paid to Contractor as indicated herein. However, under no circumstances shall Commissions become payable by Eligible User until such payments have been remitted to the Eligible User by the landlord. Commission installments are paid as follows: New leases: 50% upon full execution of the lease documents by the landlord the Eligible User and the Department; and 50% upon occupancy by the Eligible User of the leased premises. 1 At DMS's discretion and approval, a lease that has been substantially restructured to decrease the effective rental rate for leased space, resulting in a notable reduction in the overall lease costs in accordance with the objectives established in the annual Strategic Leasing Plan, can be considered a "new lease" for the purposes of compensation. 2 If the existing lease tern is incorporated in a new transaction, such tern (or value) shall be excluded from the commission calculation. PAGE -7-OF36 DMS Contract 12/13-007B Renegotiated/Modified Leases: Should the lease be in the same location and thereby not require a move on the part of the Eligible User, the commission shall be paid 100% at time of full lease execution by the landlord, the Eligible User, and Department. All Other Lease Transaction Services Payment will be made as indicated on the Purchase Order. 2.3.2. Compensation for Consulting Services. Consulting services shall be priced on an hourly or fee -for -service basis, neither of which shall exceed the hourly rates identified by the Contractor and reflected in Table 2 below. Table 2 — Labor Rate Schedule AL Position Rate Per Unit Principal $ 300.00/ Hr Senior Strategy Consultant/Account Manager Project Coordinator Transaction Manager Technology Manager Design/Space Management Consultant Business Intelligence Analyst Analysts $ 220.00/ Hr $ 175.00/ Hr $ 180.00/ Hr $ 150.00/ Hr $ 135.00/ Hr $ 100.00/ Hr $ 80.00/ Hr Administrative Coordinator 55.00/ Hr s tbcontracto Director of Engineering Senior Electrical Engineer Senior Structural Engineer Senior Mechanical specialist Senior Consultant/Project Manager CADD Operator 250.00/ Hr $ 200.00/Hr $ 200.00/Hr $ 200.00/Hr $ 200.00/Hr 100.00/Hr ADD.( President/Broker itractor) $ 300.00/Hr Associate Brokers $ 225.00/Hr Executive Vice President 120.00/Hr Support Team %I I IAAII' contractor 50.00/Hr President/Executive Vice President $ 300.00/Hr Vice President/Principal Senior Project Manager Parking Specialist Project Manager $ 240.00/Hr $ 185.00/Hr $ 185.00/Hr $ 165.00/Hr PAGE -8-OF36 DMS Contract 12/13-007B Senior Engineer/Architect $ 180.00/Hr Assistant Project Manager $ 125.00/Hr Proj ect Engineer $ 115.00/Hr Project Architect $ 125.00/Hr Project Designer $ 110.00/Hr Project Technician $ 110.00/Hr Business Manager $ 100.00/Hr Administrative/Clerical $ 85.00/Hr * Does not include expert witness services 2.3.3. No Payment for Expenses. Contractor shall not be entitled to reimbursement of any costs or expenses incurred in the course of performing the Services, including costs associated with travel, couriers, meeting preparation, or meeting attendance, except by prior and specific written agreement with the Eligible User. Costs associated with travel are subject to section 112.061, Florida Statutes 2.3.4. No Other Compensation. Contractor may not receive any other compensation for Services that are rendered under this Contract. All terms relating to the compensation of Contractor shall be as specified in this Contract and may not be supplemented or modified absent prior amendment to this Contract consistent with the terms of the solicitation. 2.4. Service Credit Hours. As of the effective date of this Contract, the Department begins with two hundred (200) Service Credit Hours to be used by the Department for portfolio strategy services and real estate consulting services as identified in this Contract. Utilization of Service Credit Hours shall be tracked using Appendix 2 to this Amendment, entitled "Service Credit Hours Accounting Form." The Contractor agrees to issue all Service Credit Hours to the Department upon receipt of agreed payments for any of the service categories identified in the Contract. The Department may use Service Credit Hours, at its discretion, for any Services, and may allocate those credit hours to user agencies for use on specific projects. 2.4.1. Accrual of Service Credit Hours. In addition to those stated above, Service Credit Hours are also accrued as follows: (a) One (1) Service Credit Hours shall be accrued by the Department on the Contract Effective Date and each year thereafter, on the anniversary month and day the contract was effective; and (b) One Service Credit Hour shall be accrued by the Department for each $1,225.00 received by Contractor under this Contract. 2.4.2. Use of Service Credit Hours. The Department may use Service Credit Hours for the benefit of individual Eligible Users as payment for any Service provided for in the Contract at the rate of one Service Credit Hour for one hour of Service. To initiate utilization of Service Credit Hours, the Department will complete and submit to Contractor a PAGE -9-OF36 (g) DMS Contract 12/13-007B task order using Appendix 3 to this Contract, entitled "Credit Hour Direct Order Request & Approval Form." Unused Service Credit Hours will carry over to subsequent contract years and shall survive the expiration or termination of this Contract for 90 days. The Contractor shall maintain a detailed accounting of Service Credit Hour accrual and usage and shall report accrual and usage to the Department monthly, by using Appendix 2 to this Contract. 2.5. Performance Standards. In providing the services per this Contract, Contractor shall be required to meet or exceed the following performance standards: 2.5.1. General Performance Standards. (a) Contractor shall work under the direction, supervision, and authority of the Eligible User, subject to the statutes and rules governing lease procurements; (b) Contractor will receive training from the Department concerning the rules governing general leasing and the procurement of leases; (c) Contractor will provide all labor, materials and supplies necessary to perfoiin the Services; (d) Contractor must maintain an office in Florida and shall establish an Account Management Team to work directly with Eligible Users. This team shall consist of a minimum of one senior account executive and other licensed tenant brokers; (e) Tenant brokers must comply with all applicable provisions of chapter 475, Florida Statutes; (f) The Contractor shall deliver all Services in a professional, skillful manner in accordance with the standards and quality prevailing among first-rate, nationally -recognized firms in the industry and in accordance with this Contract; Contractor shall provide the Depaitiiient written updates on transactions in process of all Services under this Contract monthly. At its sole discretion, the Department may approve alternate update frequencies. 2.5.2. Lease Transaction Services Performance Deliverables. (a) Contractor shall ensure completion, in sufficient detail to document the full expectations of a subject lease transaction, of an Engagement Checklist or documented scope of services for each transaction under Section 2.1.1. Contractor shall distribute copies of Appendix 1 to this Contract, entitled the "Tenant Broker Engagement Checklist," to the appropriate representatives of the Eligible User and to the respective account manager with the Department. (b) Contractor shall complete the tasks agreed to during the initial engagement and documented on the Tenant Broker Engagement Checklist to meet, or exceed, the expectations of the Eligible User. (c) Upon completion of a subject lease transaction, Contractor should conduct a performance review with the Eligible User to verify/validate completion of tasks agreed upon at the time of the completion of Tenant Broker Engagement Checldist, or as mutually amended. Contractor will ensure documentation of the performance review and distribution of copies of the completed Tenant Broker Engagement Checklist to appropriate representatives of the Eligible User and the Department. PAGE -10-OF36 (c) DMS Contract 12/13-007B 2.5.3. Portfolio Strategy Services Performance Deliverables. Unless otherwise agreed to in writing, Contractor shall deliver all Portfolio Strategy Services to the Department within seven calendar days of the Department's formal request. 2.5.4. Satisfaction Surveys. The Department shall conduct periodic customer -satisfaction surveys in the form of Tenant Broker Evaluation forms to monitor Contractor's performance. The customer -satisfaction survey will be the Tenant Broker Evaluation form, which will be required for each transaction. (a) Contractors shall encourage Eligible Users to correctly complete the evaluation form. (b) The Department shall provide Contractor with copies of the evaluation responses received on a quarterly basis. Where evaluation form indicates performance expectations were not met (grade of D or lower), Contractor shall provide a written statement explaining Contractor's position on the assessment of the Eligible User and an intended course of action to ensure satisfactory completion of expectation in future transactions. 2.6. Acceptance of Services. Within twenty (20) calendar days of receipt of each Deliverable to the Eligible User, the Eligible User shall give written notification of acceptance or rejection (with requirements for resubmission) to Contractor. Failure of the Eligible User to deliver notification of acceptance or rejection shall constitute an acceptance by the Eligible User by default. 2.7. Rejected Services. Contractor shall have five (5) calendar days to correct any item rejected by the Eligible User for nonconformance with agreed upon perfounance standards. Within five (5) calendar days of Contractor's resubmission, the Eligible User shall deliver written notification of acceptance or rejection (with reasonable specificity for rejection) to Contractor. At the discretion of the Eligible User, rejection of a resubmitted item due under the Services of this Contract may constitute a default of the Contract pursuant to Section 7 of this Contract. 2.8. Non -Exclusivity. Nothing in this Contract shall be interpreted to exclude the Department from providing Services the same as or substantially similar to the Services for an Eligible User. Nothing in this Contract shall be interpreted to restrict any Eligible User from hiring third parties to perform services the same as or substantially similar to the Services. However, once Contractor has begun performing Services hereunder, Contractor shall not be replaced without prior notice and due cause. If appropriate notice is provided, Contractor shall not be entitled to any Commission or other compensation for the Services. PAGE -11 - OF 36 DMS Contract 12/13-007B Contract Administration: 3.1. Contract Managers. Each Party will designate a Contract Manager whose responsibility shall be to oversee the Party's performance of its duties and obligations pursuant to the terms of this Contract. This person shall at all times have the skills, experience and resources necessary to manage the Contract. A Party may replace its Contract Manager at any time upon written notification (by email or otherwise) to the other Party. As of the Effective Date, the Department's Contract Manager is the Bureau Chief, Real Property Leasing, Division of Real Estate Development and Management, 4050 Esplanade Way, Suite 315, Tallahassee, FL 32399. Contractor shallhave its brokers meet in person with the Contract Manager annually to provide information as requested by the Contract Manager and work toward resolving any operational issues. The Department and contractor's Contract Managers will meet at least once a year to review contract performance, contract deliverables, training, contract gaps and/or clarifications. The meeting will be scheduled in Tallahassee and at a date and time as mutually agreeable. 3.2. Contractor's Account Management Team. 3.2.1. Account Managers. Contractor shall designate Contractor's primary account manager ("Account Manager") dedicated to the Department. The Account Manager (or designee) shall be available to the Department from 8:00 a.m. until 5:00 p.m., Monday through Friday, excluding State holidays. The Account Manager must have sufficient experience and authority to resolve any conflicts arising from the delivery of Services under this Contract. 3.2.2. Contractor's Representative. Contractor shall designate Contractor's representatives ("Contractor's Representatives") dedicated to an Eligible User for each transaction performed under Lease Transaction Services. Contractor's Representatives (or designees) shall be available to the Eligible User and the Department from 8:00 a.m. until 5:00 p.m., Monday through Friday, excluding State holidays. Contractor's Representatives must have sufficient technical experience and authority to carry out all agreed upon Lease Transaction Services. 3.3. Employees. 3.3.1. No Joint Employees. Neither Party shallbe deemed a joint employer of the other's employees, each Party being responsible for any and all claims by its employees. Neither Party's employees shall be deemed "leased" employees of the other for any purpose. 3.3.2. Subcontractors. Contractor is responsible for the acts or omissions of all Subcontractors used by Contractor in the performance of Services. Contractor shall not be allowed to subcontract or assign any of its duties and obligations hereunder without the prior written consent of the Department and the Department must PAGE -12-OF36 DMS Contract 12/13-007B approve all subcontracts. The State shall have no liability of any kind for subcontractor claims, demands, loss, damage, negligence, or any expense relating, directly, or indirectly, to Subcontractors. 3.3.3. Removal or Replacement of Employees and Subcontractors for Cause. The State may refuse access to or require replacement of any Contractor employee, Subcontractor, or agent for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Department's security or other requirements. Such action shall not relieve Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of Contractor's employees, Subcontractors, or agents. 3.3.4. Non -Discrimination and Equal Opportunity. Florida is a state rich in its diversity and is dedicated to fostering the continued development and economic growth of small and minority/women owned businesses. Central to this initiative is the participation of a diverse group of vendors doing business with the State. The State maintains data to establish benchmarks from which to measure supplier diversity in State contracting. Vendors who contract with the State are obligated to provide reasonable information from time to time related to the use of minority/women-owned businesses. The Department will inform Contractor of those obligations as they arise and Contractor will have a reasonable time to comply. 3.3.5. Employment of State Workers. During the term of this Contract, Contractor shall not knowingly employ, subcontract with, or sub -grant to any person. (including any non -governmental entity in which such person has any employment or other material interest as defined by Section 112.312(15), Florida Statutes) who is employed by the State or who has participated in the performance or procurement of this Contract, except as provided in Section 112.3185, Florida Statutes. 3.3.6. Background Screening. In addition to any background screening required by the Contractor as a condition of employment, 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 persons, hereinafter referred to as "Person" or "Persons," operating under their direction with access to State of Florida data. "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 informationor personal information. Data may be in any form, including but not limited to, in storage media, stored in the memory of the computer, in transit or presented on a display device, or a hard copy. The Contractor shall ensure that the background screening is conducted on all Persons directly performing services under the Contract whether or not the Person has access to state of Florida Data, 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 check 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: PAGE -13-OF36 DMS Contract 12/13-007B Social Security Number Trace; and Criminal Records (Federal, State and County criminal felony and misdemeanor, national criminal database for all states which snake 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 is required to submit a written report to the Department's Contract Manager within fifteen (15) days from the start of the contract listing those Persons who have been screened, those Persons with Criminal Findings who have been removed from performing services or having access to State of Florida Data, and those Persons with Criminal Findings that the Contractor has allowed to continue providing services or allowed access to State of Florida Data through the process described in A 1. above. The report by the Contractor shall at a minimum include the name of the Person, the title of the Person's position, a description of the job, and a description and date of the Criminal Finding and, where applicable, an updated status of the court proceeding or ultimate disposition. 1. Disqualifying Offenses/ Criminal Finding A "Criminal Finding" is defined as a misdemeanor or felony conviction, plea of nolo contendere, plea of guilty, or adjudication of guilt withheld record for any disqualifying offense listed below. If at any time it is determined that a Person has a Criminal Finding 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: Computer related or info illation technology crimes Fraudulent practices, false pretenses and frauds, and credit card crimes Forgery and counterfeiting Violations involving checks and drafts Felony theft If the Contractor removes a Person from a position under this provision due to a Criminal Finding, 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 Data. The Contractor shall consider the following factors only in making the determination: i) the 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) the 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 Data. 2. Self -Disclosure The Contractor shall ensure that all Persons have a responsibility to self -report to the Contractor within three (3) calendar days a Criminal Finding or an updated court disposition of a Criminal Finding. The Contractor shall notify the Department's Contract Manager within 24 hours of all details concerning any Criminal Finding or updated court disposition of such Criminal Finding as reported by a Person. The Contractor shall immediately assess whether to disallow that Person access to any State of Florida Data or from directly performing services under the contract. Additionally, the Contractor shall require that the PAGE -14-OF36 DMS Contract 12/13-007B Person complete an annual certification that they have not received any additional Criminal Findings and shall maintain that certification in the employment file. 3. Refresh Screening The Contractor shall ensure that all background screening is refreshed every five (5) years from the time initially performed for each Person during the Term of the Contract. 4. Duty to Provide Secure Data The Contractor shall maintain the security of State of Florida Data including, but not limited to, a secure area around any display of such Data or Data that is otherwise visible. The Contractor shall also comply with all other state and federal rules and regulations regarding security of information. 5. Department's Ability to Audit Screening Compliance and Inspect Locations The Department reserves the right to audit the Contractor's background screening process upon two days prior written notice to the Contractor during the Term of the Contract. The Department shall have the right to inspect the Contractor's work area and/or location upon two business days prior written notice to the Contractor to ensure that access to the State of Florida Data is secure and in compliance with the Contract and all applicable state and federal rules and regulations. 6. Audit Rights The Department shall have the right to audit compliance with this Section at any time, and Contractor and its Subcontractors shall cooperate with this audit process. Service Orders and Financial Manager ent 4.1. Procurement Documentation. LEASE TRANSACTION SERVICES: The Contractor shall not deliver or furnish any leasing transaction services under this Contract until an approved RSN is received from the Department and either a Purchase Order or an approved Credit Hour Direct Order is received from the Eligible User. All Purchase or Direct Orders shall: (a) Bear the contract number DMS 12/13-007B; and (b) Be placed by the Eligible User directly with the Contractor; and (c) Be deemed to incorporate by reference the terms of this Contract;. (d) Contain performance standards for all deliverables with associated time frames; (e) Will have a competed Engagement Checklist or an Eligible User defined Scope of Services; and (f) Will have a DMS approved RSN on file before work can begin. Any discrepancy between the Contract terms and the terms stated on the Purchase Order, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Eligible User. PAGE -15-OF36 DMS Contract 12/13-007B The Contractor must receive Purchase Orders no later than thirty days prior to the last day of the Contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the Contract. Timely Purchase Orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions thereof shall survive the termination of the Contract. Within four (4) business days of receiving a Purchase Order or Direct Order, the Contractor will provide the Eligible User with a written acknowledgement that the Contractor either accepts or rejects the Purchase Order, stating with reasonable specificity reasons for rejecting a Purchase Order. The Contractor shall not reject a Purchase Order or Direct Order unless the Order contains terms that impose unreasonable burdens, represent a conflict of interest, or are inconsistent with other provisions of this Contract. OTHER REAL ESTATE SERVICES: Requests from an Eligible User for services other than leasing transaction services shall be documented by a Purchase Order, Scope of Services, or other written agreement which clearly establishes specific tasks the Contractor is required to perform, outlines the request desired, period of performance, specific deliverables that must be provided and accepted prior to payment, specific criteria that will be used to determine the contractor's successful performance, payment type (commission, flat fee, or hourly) and financial consequences that the Eligible User will apply if the Contractor fails to perform in accordance with the contract. This includes the use of a broker for IMA, or BOVBPO. 4.2. Invoicing and Payment. 4.2.1. Invoices. Invoices shall contain the Contract Number, Purchase Order Number, and Contractor's Name. The Eligible User may require any other information from Contractor that the Eligible User deems necessary to verify any amount owed under the Contract. At the Eligible User's option, Contractor may be required to invoice electronically pursuant to set guidelines. The Contractor may supply electronic invoices in lieu of paper -based invoices for those transactions processed through the MyFlorida Marketplace System. Electronic invoices shall be submitted through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based invoice entry within the ASN. 4.2.2. Payment. Payment shall be made in accordance with sections 215.422 and 287.0585 and 255.25 of the Florida Statutes, which govern time limits for payment of invoices. Time limits do not begin until Contractor submits a properly completed invoice received after the submission of the actual commission check from the Landlord to the Eligible User. Invoices that must be returned to Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by Eligible Users. An Eligible User's delay in payment shall not constitute a breach of the Contract and shall not relieve Contractor of its obligations to the Department or to other Eligible Users. 4.2.3. MyFloridaMarketPlace Fee. The Department has instituted MyFloridaMarketPlace, a statewide eProcurement System. Pursuant to section 287.057(23), Florida Statutes, all payments shall be assessed a Transaction Fee of one percent (1.0%), which Contractor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission PAGE -16-OF36 DMS Contract 12/13-007B of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by Contractor for the purchase of any Deliverable(s) if such Deliverable(s) is rejected or returned to Contractor through no fault, act, or omission of Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when a Deliverable is rejected, returned, or declined, due to Contractor's failure to perform or comply with the requirements of this Contract. Failure to comply with these requirements shall constitute grounds for declaring Contractor in default and recovering reprocurement costs from Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE. 4.2.4. No Surcharge on Eligible Users. Monies paid to Contractor are exempt from any charge imposed under Section 287.1345, Florida Statutes. 4.2.5. Disputed Invoices. If an Eligible User reasonably and in good faith disputes that any portion of any amount claimed by Contractor is payable or has been erroneously paid, as the case may be, then the Eligible User will timely pay any undisputed portion of the amount and will provide Contractor with written notice specifying the disputed amount and the basis for the dispute in reasonable detail. Upon resolution of the disputed portion, any amounts owed to Contractor shall be paid within thirty (30) calendar days after the date such amounts were agreed upon. If payment is not available within forty (40) business days, measured from the latter of the date the invoice is received, or the services are received, inspected and approved, an interest penalty will be due at a rate as established pursuant to Section 55.03(1) of the Florida Statutes on the unpaid balance from the expiration of such forty (40) calendar day period until such time as the warrant is issued to Contractor. Invoices returned to Contractor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the Eligible User. 4.3. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on Contractor or for any taxes levied on employees' wages. 4.4. Audit Rights. The Department reserves the right to inspect, at any reasonable time with prior notice, the equipment and other facilities of Contractor to assess confoiinity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. Contractor recognizes and acknowledges Florida's broad public records law and therefore agrees, upon reasonable notice, to provide the State with reasonable access to audit, inspect, and copy all records and information, including records and information stored electronically, related to this Contract that are public record under Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, and which have not been exempt. Without limiting the class of those authorized to perform an audit, Contractor acknowledges that the State Comptroller (and its successor), the State Auditor General, and the Department's Inspector General may conduct audits. The following records are specifically excluded PAGE -17-OF36 DMS Contract 12/13-007B from inspection, copying, and audit rights under this Contract: (i) financial records of Contractor that are unrelated to this Contract, (ii) documents created by and for the State or other communications related thereto that are confidential attorney work product or subject to attorney -State privilege, unless those documents would be required to be produced for inspection and copying by the State under the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, (iii) information of Contractor that is confidential, proprietary, or is a trade secret, and (iv) personal and financial data exchanged as required by this Contract, to the extent generally protected by law. Contractor shall be responsible for any taxes or any other liabilities imposed as a result of such audits and inspections. The State will use reasonable efforts to minimize the number and duration of such audits or inspections conducted and conduct such audits and inspections in a manner that will minimize the disruption to Contractor's business operations. The State shall be responsible for the costs associated with the audit review. Information disclosed during any such audit is subject to the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution. Section Damages for Delay Contractor acknowledges that its failure to meet an agreed upon deadline for delivery of services other than brokerage services will damage the Eligible Users but that by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on many and variant factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the Parties agree that it is in the Parties' best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages Accordingly, liquidated damages shall be assessed on the Contractor at a rate of $100.00 per calendar day for each calendar day the Contractor fails to complete agreed upon work after expiration of the time allowed by the State or Eligible User, subject to the force mcjeure provisions of section 9 below. Regardless of whether the time for completion of work (other thanbrokerage services) is stipulated in hours, calendar days, working days or business days, delay days shall be counted in calendar days. Allowing Contractor to finish the work, or any part of it, after the expiration of the time allowed, including extensions of time granted to Contractor, shall in no way act as a waiver of the liquidated damages due under this Contract. Nothing in this section shall be construed to make Contractor liable for delays that are beyond its reasonable control. Nothing in this section shall limit the Eligible Users' right to pursue its remedies for other types of damages. PAGE -18-OF36 DMS Contract 12/13-007B Section 6.1. Insurance Coverage. 6.1.1. General Requirements. No later than five (5) calendar days after execution of this Contract, Contractor shall, at its own expense, secure and maintain the insurance coverage outlined below. This Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy shall not be interpreted as limiting Contractor's liability and obligations under this Contract. Providing and maintaining adequate insurance coverage is a material obligation of Contractor and is of the essence of this Contract. Performance may not commence on this Contract until such time as insurance is secured by Contractor and approved by the Department. Such approval will not be unreasonably withheld or delayed. A certificate reflecting the continuing coverage of all such policies shall be delivered to the Department prior to the time such insurance is required and at least thirty (30) days prior to the expiration of any such policies. Such policies shall bear an endorsement stating that the insurer agrees to notify the Department not less than thirty (30) days in advance of the effective dates of any change in coverage or cancellation. All insurance carriers shall be, at the minimum, rated "A VII" by A.M. Best or an equivalent rating by a similar insurance rating service. Contractor is responsible for first dollar defense coverage. All general liability policies shall provide defense in addition to the policy limits. In respect to the total limits of liability required, any combination of primary and/or umbrella coverage may satisfy those totals. However, if an umbrella is used, coverage must be at least as broad as the primary coverage. Also, all of the policies set forth below shall contain an endorsement stating that coverage's are primary to the extent Contractor is liable under the Contract. 6.1.2. Commercial General Liability. Contractor shall have comprehensive general liability insurance against any and all claims for injuries to persons or damage to property. Such insurance shall have combined single limits, per occurrence of not less than one million dollars ($1,000,000), and not less than two million dollars ($2,000,000) in the aggregate. Said insurance shall include coverage for operations and shall name the State as additional named insured. 6.1.3. Workers' Compensation Insurance. Contractor shall have Workers' Compensation Insurance for all employees connected with the Services. Such insurance shall comply fully with the Florida Workers' Compensation law. 6.1.4. Comprehensive Automobile Liability. Contractor shall have contractual coverage and automobile liability coverage for owned, hired, and non - owned vehicles, and equipment. The policy shall have combined single limits, per occurrence, for bodily injury and property damage of not less than one million dollars ($1,000,000). 6.1.5. Professional Liability Insurance. Contractor shall have professional liability insurance coverage, including errors and omissions coverage, to cover all professional services to be provided by Contractor under this Contract. The amount of coverage obtained shall be one million dollars ($1,000,000) per occurrence with a two million dollar PAGE -19-0F36 DMS Contract 12/13-007B ($2,000,000) yearly aggregate. If occurrence coverage is not available, claims -made coverage with a three-year tail coverage shall be provided for the same amounts and aggregate as detailed above. 6.2. Subcontractor Insurance Coverage. Contractor shall require each of its subcontractors to secure and maintain the insurance coverage's set forth in subparagraphs 6.1.2, 6.1.3 and 6.1.4 above except that Contractor shall also be a named insured. Such coverage may be reduced or waived when approved in writing by the Contract Manager with the consent of the Department since certain subcontractors have potentially less exposure in liability than other subcontractors, depending on the nature of their work under this Contract. In no event may a subcontractor self -insure unless it obtains the prior written consent of the Department. 6.3. Deductible Amounts. Contractor may choose the amount of deductible for any of the insurance coverage required above, but in no event shall such deductible for each occurrence exceed percent of the required yearly aggregate limit of coverage. [If blank, the limit will be 5%]. 6.4. Self -Insurance. Except as agreed in a separate writing, no "self-insurance" coverage shall be acceptable unless Contractor is licensed or authorized to self -insure for a particular coverage in the State of Florida, or is an insured member of a self-insurance group that is licensed to self -insure in the State of Florida. Section Iefau t and Refried 7.1. Contractor Events of Default. The following list is non -exhaustive. Any one or more of the following events shall constitute an "Event of Default" on the part of Contractor: (a) Contractor fails to pay any sum of money required hereunder within thirty (30) calendar days after receipt of written notice that the same is due; or (b) Contractor fails to provide the Services required under this Contract or fails to meet any of the performance metrics established in accordance with Section 2; or (c) Contractor employs an unauthorized alien in the performance of any work under this Contract; or (d) Contractor fails to correct Contractor's work that the State has rejected as unacceptable or unsuitable; or (e) Contractor unilaterally discontinues the performance of the work required under this Contract; or (f) Contractor fails to resume work that has been discontinued within a reasonable time after notice to do so; or (g) (h) Contractor fails to promptly pay any and all taxes or assessments imposedby and legally due the State or federal government; or Contractor made or has made a material misrepresentation or omission in any materials provided to State; or PAGE - 20 - OF 36 (1) DMS Contract 12/13-007B Contractor commits any material breach of this Contract; or Contractor transfers ownership in violation of this Contract; or Contractor utilizes a subcontractor in the performance of the work required by this Contract which has been placed on the State's Convicted Contractors List; or Contractor is suspended or is removed as an authorized contractor by any state or federal agency or Contractor is convicted of a felony. 7.2. State Remedies in the Event of Default. If Contractor commits an Event of Default, the Department shall provide Contractor with written notice (by regular mail, hand delivery, overnight delivery, email, facsimile, or any other reasonable means), stating the nature of the default and providing a time certain for correcting it. The notice will also provide that, should Contractor fail to perform within the time provided, Contractor will be found in default and removed from the Department's approved vendor list. Unless Contractor corrects its failure to perform within the time provided, or unless the Department determines on its own investigation that the Contractor's failure is legally excusable, the Department shall find Contractor in default and shall issue a second notice stating (i) the reasons Contractor is considered in default, (ii) that the Department will reprocure or has reprocured the commodities or services, and (iii) the amount of the reprocurement costs if known. Reprocurement costs may include both administrative costs and costs or price increases incurred or to be incurred as a result of the reprocurement. The time allowed for correcting an Event of Default shall be ten (10) calendar days after receipt of written notice thereof; provided, however, if the obligation is of a nature that it could not reasonably be performed within ten (10) calendar days, such 10-day period may, at the Department's discretion, be extended so long as the Contractor begins perfoiiiiance within such 10-day period and thereafter diligently and continuously pursues performance, all being subject to Force Majeure. If Contractor fails to correct an Event of Default, the State is entitled to any one or all of the following remedies: (a) Termination of this Contract, in whole or in part, with Contractor being entitled to payment only for completed Services (not for any pending lease transactions). (b) Termination of any or all other contracts with Contractor. (c) Pursuit of equitable relief and/or damages against Contractor to collect any actual damages, hold -over rents, liquidated damages, reprocurement costs, or other sums owed by Contractor hereunder. Except for defaults of Contractor's subcontractors at any tier, Contractor shall not be liable for any damages if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Contractor and the subcontractor, and without the fault or negligence of either, Contractor shall not be liable for any damages for failure to perform, unless the subcontracted services or supplies were reasonably obtainable from other sources in sufficient time for Contractor to meet the required delivery schedule. If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Depaitiuent. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under this Contract. PAGE -21-OF36 DMS Contract 12/13-007B 7.3. State Events of Default. Any one or more of the following events shall constitute an "Event of Default" on the part of the State: (a) The State fails to timely pay all non -disputed amounts due under this Contract. The cure period for failure to pay shall be forty-five (45) calendar days from receipt of notice of failure to pay, unless State law allows a longer period to pay; or (b) The State breaches any other material obligation under this Contract. The cure period for a material breach by the State shall be forty-five (45) calendar days from receipt of notice of material breach. 7.4. Contractor Remedies in the Event of Default. If the State fails to cure an Event of Default within the prescribed time, then the Contractor shall provide the State with a second written notice ("Termination Notice") reciting that Contractor intends to pursue termination of this Contract. The Termination Notice will not be effective unless it references this subsection 7.4. If the State fails to cure the Event of Default within ninety (90) calendar days from receipt of the Termination Notice, then the Contractor may terminate the Contract and recover the costs it actually incurred for authorized Services satisfactorily performed. To recover such costs, Contractor shall submit to the Department, within sixty (60) calendar days of termination, a request for payment of such amounts. Requests submitted later than sixty (60) calendar days after termination will not be honored and will be returned unpaid. In the event of termination, the Contractor shall work with the State in goodfaith to phase out the Services pursuant to section 8.5 below. 7.5. Exclusive Remedies. The remedies provided and available to the State and Contractor in this Contract shall be (i) the exclusive remedies hereunder; (ii) in lieu of all other claims for reimbursement or payment, including but not limited to lost profits, consequential or indirect damages, office overhead, or costs for accelerating performance; and (iii) distinct, separate and cumulative remedies such that the election of one remedy shall not be construed as a waiver of any other remedy. 7.6. State May Cure Contractor Defaults. If Contractor commits an "Event of Default" in the performance of any term, provision, covenant or condition on its part to be performed hereunder, the State may, upon notice to Contractor after the expiration of any curative periods for which provision is made in this Contract, perform the same for the account and at the reasonable expense of Contractor. If, at any time and by reason of such default, the State is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, with a rate of interest if not established herein then as statutorily set by the State Comptroller (or successor), which together shall be repaid to the State by Contractor promptly when billed therefor. PAGE -22-OF36 DMS Contract 12/13-007B Section Termination Provisions 8.1. Term and Renewal. The "Term" of this Contract shall be for a five (5) year period commencing upon the Effective Date. Subject to Chapter 287 of the Florida Statutes, and upon mutual written agreement, the Parties may renew the Contract, in whole or in part, for a total period not exceed 5 years on the same terms, conditions and prices set forth herein. Any renewal shall be in writing and signed by both parties. The Department shall provide written notice to Contractor regarding its intent to renew this Contract at least thirty (30) days prior to expiration. The Department shall rely on several factors in making the determination to renew including, but not limited to, satisfactory performance evaluations by the Department and the availability of funding. This Contract may not be renewed if Contractor has failed to substantially comply with any of the Contract requirements. Upon the effective date of termination of this Agreement for any reason, the authority created hereby shall immediately cease, and Contractor shall have no further right to act as agent for the Department or otherwise perform or be paid for any Lease Transaction Services with respect to the period following the effective date of such termination. Within fifteen (15) days subsequent to expiration or termination of this Agreement, Contractor shall furnish the Department, in writing (i) a list of prospects/landlords with whom Contractor has been negotiating a Lease Transaction, (ii) identification of the properties under consideration by each of the aforesaid prospects, and (iii) identification of the Eligible User. In the event a prospect appearing on the list enters into a contract subsequent to the date of said expiration or termination and a commission would otherwise be due, Contractor shall be entitled to receive a commission as provided herein, but only if the RSN is approved before the date of expiration or termination of this Agreement. If Contractor fails to provide such a list to the Department within fifteen (15) days subsequent to the date of expiration or termination the Department shall not be liable for any such compensation. 8.2. Suspension of Work. The Department may in its sole discretion suspend any or all activities under this Contract, at any time, when in the best interests of the State to do so. The Department shall provide Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Contractor shall comply with the notice. Within ninety (90) days, or any longer period agreed to by Contractor, the Department shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate this Contract in accordance with Section 8.3. Suspension of work shall not entitle Contractor to any additional compensation. 8.3. Termination for Convenience. The Department, by 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 State's interest to do so. Contractor shall not perform any Services after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. If this Contract is terminated for convenience, the Department shall: (1) notify the contractor and. shall, (2) notify all Eligible Users. For all work in progress, Eligible Users that have entered into contracts may PAGE-23-0F36 DMS Contract 12/13-007B choose to allow the contractor to complete current contracted work at agreed upon costs/rates and time frames or the Eligible User may cancel services being rendered. Should an Eligible User cancel work in progress the Eligible User shall reimburse Contractor for reasonable costs actually incurred in connection with the work. Contractor shall submit to the Eligible User, within sixty (60) calendar days of termination, a request for payment of such amounts. Requests submitted later than sixty (60) calendar days after termination will not be honored and will be returned unpaid. 8.4. Termination for Cause. This Contract may be terminated for cause pursuant to Section 7 above. 8.5. Interim Services. For a period of up to one hundred eighty (180) days after termination of the Contract, the Department may elect to purchase Interim Services from Contractor. Interim Services shall mean all of the same Services provided by Contractor in the month immediately preceding the termination. The Department shall pay Contractor for such Interim Services at a rate equal to the amount the Department paid the Contractor during the month immediately preceding termination of the Contract for those Services. Each month, Contractor shall provide the Department with a proper invoice, in accordance with Section 4, for the Services provided during the previous month. Contractor agrees to provide sufficient experienced personnel during the period of time Interim Services are being performed to support the State. If the scope of Services needed by the Department is reduced by the Department, Contractor agrees to negotiate in good faith on a reduction of the costs charged the Depaitiuent for Interim Services. Section. General; PrOv%storis. 9.1. Advertising. Contractor shall not publicly disseminate any information concerning this Contract without prior written approval from the Department, including, but not limited to mentioning this Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Contractor's name and either a description of this Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except potential or actual authorized subcontractors. 9.2. Annual Appropriations. The State's performance and obligation to pay under this Contract are contingent upon an annual appropriation by the Legislature. 9.3. Assignment; Change of Control. Contractor shall not sell, assign, or transfer any of its rights, duties or obligations under this Contract, or under any Purchase Order, without the prior written consent of the Department. The Department may assign the Contract with prior written notice to Contractor of its intent to do so. PAGE -24-OF36 DMS Contract 12/13-007B Contractor agrees not to transfer more than 49.9% of its interests without prior written notice to the Department. By execution of this Contract, Contractor represents that it has no knowledge of any plan to transfer more than 49.9% of its interests. 9.4. Antitrust Assignment. Contractor recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State. Therefore, Contractor hereby assigns to the State any and all claims for such overcharges as to goods, materials, or services purchased in connections with this Contract. 9.5. Compliance with Laws. 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, including Section 475.278, Section 255.25, and Chapter 287 of the Florida Statutes and Chapters 60A-1 and 60H of the Florida Administrative Code. By way of further non - exhaustive example, Contractor shall comply with section 247A(e) of the Immigration and Nationalization 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 such laws shall be grounds for Contract termination. Any changes in existing statute or regulation, or the promulgation of new regulations or the issuance of new statutes, shall not entitle Contractor to any extension of time, term, or increase in compensation. Upon mutual agreement, the Parties may amend the Contract in response to any changes. 9.6. Dispute Resolution. The Parties acknowledge that efforts should always be made to avoid disputes through good communication and prompt requests for clarification and information. However, if a dispute arises under this Contract involving a State government entity, the Parties agree that the following procedures shall be the sole and exclusive procedures for resolution. (a) Executive Level Negotiations. The Contractor and the Eligible User will attempt in good faith to resolve any dispute arising out of or relating to this Contract (a "Dispute"), promptly by negotiation between executives of each side who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of the Services at issue. The Department's Director of Real Estate Development and Management shall be included in the negotiations to help mediate the Dispute. To the extent permitted by law, all negotiations shall be treated as confidential settlement negotiations for purposes of discovery and admissibility in a later legal action. (b) Legal Action. The Contractor and Eligible User will allow for at least thirty (30) days of executive level negotiations, commencing on the date the aggrieved party provides formal notice of the Dispute to the other party. If a Dispute is not resolved within this timeframe, the Eligible User shall reduce its decision to writing and serve a copy on Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, Contractor files with the Eligible User a petition for administrative hearing. The Eligible User's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. PAGE -25-OF36 DMS Contract 12/13-007B (c) Venue; Governing Law; Waiver of Jury Trial. The exclusive venue of any legal or equitable action that arises out of or relates to this Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. This Section shall survive termination of this Contract. 9.7. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Such purchases are independent of this Contract, and the Department shall not be a party to any transaction between the Contractor and any other purchaser. Notwithstanding the foregoing, Contractor shall report and pay the fee as required by Section 4.2.3 for all transactions accomplished through the establishment of this Contract. 9.8. Force Majeure, Notice of Delay, and No Damages for Delay. Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Contractor's control. In case of any delay Contractor believes is excusable, Contractor shall promptly notify the Department in writing of the delay or potential delay and describe the cause of the delay. No claim for damages, other than for an extension of time, shall be asserted against the Department. Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages arising because of delay, disruption, interference, or hindrance from any cause whatsoever. 9.9. Employment Eligibility Verification. Pursuant to state of Florida Executive Order No.: 11-116, Contractor is required to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment of all new employees hired by the Contractor during the Contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the Contract term. 9.10. Further Assurances. The Parties will, without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract. 9.11. Indemnification. Contractor hereby assumes entire responsibility and liability for any and all damages or injury of any kind or nature whatever (including death resulting therefrom) to all persons, whether employees of Contractor or otherwise, and to all property caused by, resulting from, arising out of or occurring in connection with any wrongful act or omission of Contractor, Contractor's employees, or Contractor's agents in connection with this Contract. If any claims for such damage or injury are made or asserted, Contractor agrees to indemnify, defend, and save harmless, the State, its officers, agents, servants, and employees from and PAGE -26-OF36 DMS Contract 12/13-007B against any and all such claims, and further from and against any and all loss, cost, expense, liability, damage, or injury, including legal fees and disbursements, that the State, its officers, agents, servants, or employees may directly or indirectly sustain, suffer, or incur as a result thereof. Upon request, Contractor shall assume the defense of any action at law or in equity which may he brought against the State, its officers, agents, servants or employees, arising by reason of such claims and shall pay the amount of any judgment that may be entered against them, individually, jointly or severally, in any such action. Contractor also agrees to assume responsibility for, hold harmless, defend, and indemnify the State for payment of any expenses, costs (including delay costs), damages, penalties, taxes or assessments, including counsel fees and costs of defense, which may be imposed or incurred (a) under any Federal, State, or local law, ordinance or regulation with respect to any compensation of any person employed by Contractor; (b) under any Federal, State, or local law, ordinance or regulation with respect to discrimination in employment by Contractor on the basis of race, color, religion, sex, or national origin; (c) under any Federal, State, or local law, ordinance or regulation with respect to any claims or civil actions alleging deprivation of right, privilege, or immunity secured by the United States Constitution and laws pursuant to 42 USC Section 1983; and (d) under any Federal or State law relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 9.12. Right of Setoff. The State may, in addition to other remedies available to it at law or equity and upon notice to Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against the State. The State may set off any liability or other obligation of Contractor or its affiliates to the State against any payments due Contractor under any contract with the State. 9.13. Independent Contractor Status of Contractor. Contractor, together with its agents, subcontractors, officers and employees, shall have and always retain under this Contract the legal status of an independent contractor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. During the term of this Contract, Contractor shall maintain at its sole expense those benefits to which its employees would otherwise be entitled to by law, including health benefits, and all necessary insurance for its employees, including workers' compensation, disability, and unemployment insurance, and provide the Department with certification of such insurance upon request. Contractor remains responsible for all applicable federal, state, and local taxes, and all FICA contributions. 9.14. Lobbying and Integrity. Contractor represents that it did not lobby the legislative, judicial or executive branches, including any State Agency, on any aspect of this Contract during the procurement process (i.e., from the time the Contract solicitation documents were released until this Contract was executed). Any misrepresentation in this regard may constitute grounds for the disqualification of Contractor and termination of this Contract. In accordance with Section 216.347, Florida Statutes, Contractor may not expend any State funds for the purpose of lobbying the legislative, judicial or executive branches, or any State agency. This restriction PAGE -27-OF36 DMS Contract 12/13-007B does not apply to actions taken by Contractor to provide any information relating to any aspect of this Contract, if requested by legislative, judicial or executive branch, or any State agency. Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Depai twent's Inspector General, or other authorized State official, Contractor shall provide any type of information the Inspector General deems relevant to Contractor's integrity or responsibility. Such information may include, but shall not be limited to, Contractor's business or financial records, documents, or files of any type or form that refer to or relate to this Contract. Contractor shall retain such records for at least three years after the expiration of the Contract. Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 9.15. Loss of Data. In the event of loss of any State Data or record where such loss is due to the negligence of Contractor or any of its subcontractors or agents, Contractor shall be responsible for recreating such lost Data in the manner and on the schedule set by the Department, in addition to any other damages the State may be entitled to by law or this Contract. 9.16. Notices. All notices under this Contract shall be served upon the Department by certified mail, return receipt requested, by reputable courier service, or delivered personally to each of the following: Department of Management Services Christina Espinosa, Contract Administrator Departmental Purchasing 4050 Esplanade Way, Suite 335Tallahassee, FL 32399-0950 Department of Management Services Beth Sparkman, Bureau Chief Division of Real Estate Development and Management 4050 Esplanade Way, Suite 315E Tallahassee, FL 32399-0950 PAGE -28.OF36 DMS Contract 12/13-007B All notices under this Contract to be served upon Contractor shall be served by certified mail, return receipt requested, by reputable courier service, or delivered personally to: Vertical Integration, Inc. Ann W. Duncan, President 3000 Bayport Drive, Suite 150 Tampa, Florida 33607 The Parties agree that any change in the above -referenced address or name of the contact person shall be submitted in a timely manner to the other Party. All notices and other communications under this Contract shall be in writing and shall be deemed duly given either (i) when delivered in person to the recipient named above, (ii) upon confirmation of courier delivery to the intended recipient, or (iii) three (3) business days after mailed by certified U.S. mail, return receipt requested, postage prepaid, addressed by name and address to the Party intended. 9.17. Public Records. If, under this contract, the Contractor is providing services and is acting on behalf of the Department as provided under section 119.011(2), Florida Statutes, the Contractor, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall: (i) Keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the service; (ii) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (iv) Meet all requirements for retaining public records and transfer, at no cost, to the Department all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, and all records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department. The Department may unilaterally cancel this Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the contractor in conjunction with the contract, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.07(1), Florida Statutes. 9.18. Rights to Contract Materials and Databases. Contractor agrees that all documents and materials prepared by Contractor for purposes of this Contract shall be the sole property of the Department and shall be available to the Department at any time. Upon removal of references to Contractor, the Department shall have the right to use the same without restriction and without compensation to Contractor other than that specifically provided by this Contract. PAGE -29-OF36 DMS Contract 12/13-007B Contractor shall provide the Department with all documents, materials, data, notes, photographs, files, recordings and any other material, regardless of the physical form, made or received in connection with the Services provided under this Contract. All electronic records must be provided in a format that is compatible with the information technology systems of the Department. Except as expressly provided above, Contractor shall retain all right, title and interest in any and all intellectual property: (i) created by Contractor prior to this Agreement, including without limitation Contractor's proprietary software programs and processes for providing services; (ii) created by Contractor during the term of this Contract in the normal course of business for Contractor's clients generally. 9.19. Security and Confidentiality. Contractor, and its employees, subcontractors and agents, shall comply fully with all security and administrative procedures and requirements of the State in performance of this Contract. Contractor, and all subcontractors and agents, may be required to provide certification on an annual basis that they, and their employees, have complied with all State and Department security and administrative procedures and requirements. The certification must be signed by an executive of each company. Notwithstanding any provision of this Contract to the contrary, Contractor shall provide immediate notice to Department in the event it becomes aware of any security breach, any unauthorized access to State Data (even by persons or companies with legitimate access), any unauthorized transmission of State Data (whether or not to people with legitimate access to the data), or of any allegation or suspected violation of the above, regardless of its source. Except as required by law or legal process and after notice to the Department, Contractor shall not divulge to third parties any confidential information obtained by Contractor or its agents, subcontractors, officers, or employees in the course of performing the Services, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State. Contractor shall not be required to keep confidential information or material that is publicly available through no fault of Contractor, material that Contractor developed independently without relying on the State's confidential infotination or material that is otherwise obtainable under State law as a public record. To ensure confidentiality, Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 9.20. Accounting Records The Contractor shall establish and maintain accounting records. The Contractor shall permit and shall require its contractors, subcontractors, and agents to permit the State's Auditor General or the Department's authorized representatives to, upon statutory or otherwise reasonable notice to the Contractor, and during normal business hours, inspect, and audit all work, books, accounts, materials, payrolls, and records pertaining to this Contract to ensure compliance with applicable laws and rules. 9.21. PUR 1000 The PUR 1000 (10/06) is incorporated into this Contract as terms and conditions. 9.22. Scrutinized Companies List In executing this Contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy PAGE -30-OF36 DMS Contract 12/13-007B Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), Florida Statutes, the Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if the Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Contract. 9.23. Geographic Location Of Data And Services The State of Florida requires that all Data generated, used, or stored by Contractor pursuant to the prospective Contract will reside and remain in the continental U.S. and will not be transferred outside of the continental U.S. 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 continental U.S. 9.24. Waiver. The delay or failure by a Party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 9.25. Representations and Warranty of Ability to Perfoiiii. Contractor represents that all written information relating to its ability and qualifications to perform the Services that was provided by Contractor to the Department in response to the Invitation to Negotiate No. DMS 12/13-007 dated March 18, 2013, remains true in all material respects. Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish Contractor's ability to satisfy its Contract obligations. Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of this Contract. 9.26. Entire Contract. This Contract constitutes the full and complete agreement of the Parties and supersedes any prior contracts, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Each Party acknowledges that it is entering into this Contract solely on the basis of the representations contained herein, and for its own purposes and not for the benefit of any third party. As incorporated by reference the ITN as released and the Contractors full response to that action are part of this contract and are binding hereto. 9.27. Modification of Terms. This Contract may only be modified upon mutual written agreement of the Department and Contractor. No oral agreements or representations shall be valid or binding upon the Department or Contractor. Contractor may not unilaterally modify the terms of this Contract by incorporating terms onto Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Department's acceptance of Service or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terns and PAGE - 31 - OF 36 DMS Contract 12/13-007B conditions. Notwithstanding the above, the Department may unilaterally require, by written order, changes altering, adding to, or deducting from the Services, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or schedule if the change affects the cost or time of performance. 9.28. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent it is not in violation of law, or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 9.29. Execution in Counterparts; Authority to Sign. This Contract may be executed in counterparts, each of which shall be an original and all of whichshall constitute but one and the same instrument. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. THIS SPACE INTENTIONALLY LEFT BLANK. PAGE - 32 - OF 36 DMS Contract 12/13-007B SO AGREED: STATE OF F ORIDA, DEPARTMENT OF MANAGEMENT SERVICES By: Stac Arias, D p VERTICAL INTEGRATION, INC. By: Print Name: Ann W, Duncan Print Title: President Date Date THIS SPACE INTENTIONALLY EFT BLANK. PAGE .33 -OF 36 DMS Contract 12/13-007B aAtrrtrrtnr nvxtacr:ar scav�ccs real estate development tad management leer Contract (DMS 12113 t O?B) A Pe di . 1 alter Engagement Chee Engagement Title: Eligible User: Contractor: The Contractor and. the Eligible User shall use this checklist (or other appropriate scope of work) to define and confirm all deliverables, and if the deliverable will be in written form and expected due dates. Eligible Users may add such information to this form as needed. LEASE PR)• WORK \�i O q�\ -��y/%.,. � Is Required Date Due :Yes No 1. Determine/validate desired boundaries against business drivers. 2. Determine/validate primary decision criteria for selection of an "award." 3. Present summary of market rates, vacancy and absorption (current and tend) as defined below: a. Scope of summary (e.g. within 5 miles, All class B, etc.) b. Period for trend data c. Additional market information requested 4. List all state owned and leased real property with a radius defined here, as reported on publicly available state database and all excess space available. Radius: 5. Provide a written assessment identifying preliminary courses of action for lease with pro/con assessment and projected cost per occupant of each potential action. 6. Review and summarize subject lease action "fit" with recommendations in most recently submitted DMS Master Leasing Report and Strategic Leasing Plan. 7. Draft, review, and provide recommendations of any lease terms that may vary from approved lease forms (Section 60H-1.003, P.A.C.) 8. Draft, review, and provide recommendations of any lease terms that may vary from approved lease forms (Section 60H-1.003, F.A.C.) rIi, ' i'ROCIIREhiIt<iVT // `p':. ./V ;A' 1. 2. Review and provide recommendations on, or draft, procurement documents. 3. Distribute procurement documents and associated notices as follows: 4. Assist the agency in responding to bidders questions. 5. Participate in bidder conferences/meetings. 6. Provide a written synopsis of each bid received to determine its adherence to the bid criteria and assist in the identification of"responsive" bids. 7. Create tour evaluation packages for site evaluators and conduct all site tours. 8. Provide an updated market rate analysis. 9. Serve as "Lead Negotiator" for the top site or site(s). 10. Provide updates on negotiation activities and interactions with bidders at following interval(s): 11. Provide summary of evaluations and recommended bidder to whom Eligible User should award in accordance with selection criteria. 12. Obtain a signed Commission Agreement. ClkltOrii 1. Review and provide recommendations on, or draft, lease documents 2. Route lease documents to ensure complete execution PRPJ)'i,E*''`"C'+'41rYU?..'",i>,i�. 1. Conduct lease transaction service close out review with Eligible User using Engagement Checklist to verify/validate completion of all agreed upon services. PAGE -34-OF36 DMS Contract 12/13-007B ROPIC,A0094MPOMMAPIKEMENTSERMS real estate development and management DMS Tenant Broker Contract (DMS 12/1341. ,B) Appendix 2: Service Credit Hours Accounting Form The Tenant Brokers shall use this form to provide a monthly accounting of credit hours rvice , FY 2013-2014 FY 2014-2015 FY 2015-2016 FY 2016-2017 FY 2017-2018 Subtotal Totall At.te Description of of Service Eligible User rientif, Date Hours Used Total Hours Expended RIfteniabilia4allableCitedttrOarritill5E1,111111111111111 IMEINER*0101i By: Print Name: 111111-11,1111110„ Date PAGE 35 - OF 36 FLORIDA DEPARTMENT OF. MANAGEMENT SERVICES real estate development and management Wo serve choso who sc Finrid DMS Contract 12/13-007B t Broker Contract (VMS i2/13-007 Pluah Direct Order ° Request & Approval Form The Tenant Brokers and the Eligible Users shall use this form to define and confirm the scope of work/services; propose the approach and work products to be delivered, as well as the credit hours that will be used to provide them; and provide authorization to provide the requested work or services. If additional space is required to provide necessary detail and specificity within sections A or B below, other documents may be included within these section by explicit reference therein. Requested Service Pt Summary Eligible User Information lesired Short Descriptive Title for Work Specific Milestones or Deliverables Period of k Pro• l>uctl ervkc( [Name and Position/Title Agency] [Brief overview of services being requested] matt tro er Proposed Work' Breakdown ropos, to ceomplish Q Proposed Credit Hours Allocated Proposed Timeline Tenant Broker Information [Name and Position/Title Company] D] ecepfance, Approved to Proceed Aathor zation to Progee ❑ Yes ❑ No Date Approver's Name & • Signature PAGE -36-OF36 Detail by Entity Name Page 1 of 2 FI,ORI1)A I..)EPARTMENT VIVISIA)N 01::`Co1uoR vrio Detail by Entity Name Florida Profit Corporation VERTICAL INTEGRATION, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 3000 BAYPORT DR SUITE 150 TAMPA, FL 33607 Changed: 04/04/2012 Mailing Address 3000 BAYPORT DR SUITE 150 TAMPA, FL 33607 P01000101086 593748952 10/18/2001 FL ACTIVE AMENDMENT 11/09/2005 NONE Changed: 04/04/2012 Registered Agent Name & Address DUNCAN, ANN 3000 BAYPORT DR SUITE 150 TAMPA, FL 33607 Name Changed: 05/11/2009 Address Changed: 05/11/2009 Officer/Director Detail Name & Address Title PD DUNCAN, ANN http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/dom... 10/21/2014 Detail by Entity Name Page 2 of 2 3OODBAYPORTORSUITE 15D VNL0NG.MARK H 3OOOBAYPORT[}RSUITE 15Q AnnualRmports Report Year 2012 2013 2014 Filed Date O4/04/2U12 04/15/2O13 03/20/2014 Document Images 03120/ O14—ANNUALREP[>RT 04/15/2013—ANNUAL REPORT 04/O4/2O12—ANNUAL REPORT 04/15/2O11—ANNUALREPORT O3/18/2O1O—ANNUAL REPORT O5/11/2OD97-Reg. 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