Addendum 1.pdf

Florida Department of Transportation

RON DESANTIS

GOVERNOR

605 Suwannee Street

Tallahassee, FL 32399-0450

JARED W. PERDUE, P.E.

SECRETARY

Improve Safety, Enhance Mobility, Inspire Innovation www.fdot.gov

Addendum 1

ADVERTISEMENT NUMBER: DOT-RFP-22-5010-CAFE

DESCRIPTION: District Five Cafeteria Services DATE: May 25, 2022

You are hereby notified that the above referenced Request for Proposal (RFP) is modified as noted below:

The “Cafeteria Agreement” was left out of the original RFP posting in error. It is attached to this Addendum.

TO ACKNOWLEDGE RECEIPT OF THIS NOTICE AND ALL CHANGES, PLEASE SIGN AND

RETURN BY E-MAIL AT D5.PROCUREMENTQUESTIONS@DOT.STATE.FL.US PRIOR TO

May 31, 2022 at 2:00PM.

Name of Company:

Authorized Signature: Date:

FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION 120.57(3),

F.S. SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, F.S.

CAFETERIA AGREEMENT

THIS AGREEMENT, made and entered into this day of , 2022, by and between the

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the "Department", and

, hereinafter referred to as "Operator,"

WITNESSETH:

WHEREAS, the Department occupies and maintains a building located in DeLand, Florida at 719 South

Woodland Boulevard which is owned by the State of Florida and is used as the District Office for District Five of the Department, hereinafter referred to as the "Premises"; and

WHEREAS, the Department has space set aside for and desires to allow the operation of cafeteria facilities for the use and benefit of Department employees and others lawfully on the Premises; and

WHEREAS, Operator has been selected through the Department's contracting process to operate the cafeteria on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and the benefits derived there from, the Department and the Operator hereby agree as follows:

1. Scope of Agreement. Operator will operate a cafeteria in the space designed therefore on the first floor of the District Five office building located at 719 South Woodland Boulevard, DeLand, Florida in accordance with the terms and conditions contained in this Agreement and such other provisions as may be specified in the Department's

Request for Proposal package issued for this Agreement. The Department reserves the right to make such reasonable alterations in the space as it deems advisable. No alterations to said space shall be made by Operator without the prior written consent of the District Transportation Support Manager of District Five of the Department. Operator acknowledges that it has reviewed the cafeteria space and the facilities provided therein by the Department and has accepted them for use in operating the cafeteria.

2. Method of Operation. In operating the cafeteria, Operator shall comply with the following terms and conditions, including such terms and conditions as may be reasonably implied from the following:

a. Normal operating hours, during which time the cafeteria will be open to customers with foods and beverages served and available for purchase, shall be Monday through Thursday from 7:00 a.m. until 2:00 p.m., serving breakfast foods from 7:00 a.m. to 10:30 a.m., and lunch from 11:30 a.m. to 2:00 p.m. A holiday schedule will be the only scheduled days the Cafeteria will be closed. Any additional closure dates required by the Operator must be in writing and agreed to by the Department.

b. After an emergency declaration or order by the Governor or the Department’s Secretary, when the

Emergency Operations Center is staffed, the Department may request the Operator to operate the Cafeteria for additional and at extraordinary hours to serve food to support personnel working during this emergency period. The

Department may in its discretion, with written notice given to Operator, itself operate the Cafeteria during all or any portion of the emergency period in support of such personnel and emergency responders.

c. The range of prices charged for food and beverage offerings, to include hot/cold breakfasts, hot/cold lunches, sandwiches, salads, snacks, and beverages, sold to customers shall be as specified in Operator's proposal. Operator may request an annual increase in the price ranges specified which shall not exceed 3% of the price ranges for the previous year. Before Operator may request an annual increase in the price ranges specified, Operator must have proof that costs have increased which support the increase requested. Operator shall provide to the Department with such a request written proof demonstrating that costs have increased which support the increase requested, and the Department may, but is not obligated, to grant any increase in the price ranges. In the event that extraordinary circumstances arise (ex. natural disaster that artificially inflates good costs), the Department may, but is not obligated to, grant a temporary rise in prices. The Department may require the Operator to produce an annual financial statement.

d. The nature of the food and beverage items to be offered, to include hot/cold breakfasts, fresh eggs, hot/cold lunches, sandwiches, salads, snacks and beverages, shall, as a minimum, be as specified in Operator's proposal except as may be otherwise agreed to in writing by the Department. Operator shall be entitled to offer such additional food items as it desires; provided, however, that the Department reserves the right to instruct Operator to delete any of the additional items if the Department determines that reasonable protection of the interests of the State or its employees requires that said additional item be deleted.

e. Staffing by the Operator shall be adequate to handle serving Department employees in a timely manner during their morning and afternoon breaks, which are typically 15-20 minutes long, and during their lunch breaks, which are typically 30 to 60 minutes long.

f. The cafeteria shall at all times be operated in compliance with all applicable Federal, State, and local laws, statutes, ordinances and regulations, including those covering a Certified Food Service Operator as specified in the Request for Proposal. Without limiting the foregoing, Operator and Operator’s staff must follow generally accepted health safety guidelines for both appearance and handling of food. Operator shall not discriminate on the grounds of race, color, religion, sex, national origin, disability, or any other unlawful basis in the operation of the cafeteria.

Compliance shall be at the sole cost and expense of Operator. In addition, Operator agrees that the cafeteria shall at all times be operated in a safe, sanitary, and aesthetically pleasing manner. Operator and Operator’s staff shall not display any facial piercings and shall not wear inappropriate attire, such as shorts, halter tops, tank tops, or any other attire which the Department deems inappropriate for the cafeteria environment.

g. Operator shall furnish, at its sole cost and expense, all cups, dishes, flatware, pots, pans, glasses, napkin holders, salt and pepper shakers, coffee pots for dispensers, food services equipment, and other items not listed in the Request for Proposal as being supplied by the Department. Installation of any major equipment shall be approved in writing in advance by the District Transportation Support Manager.

h. The Department shall be fully responsible for the adequate maintenance and repair of all equipment and other items used in the cafeteria if supplied by the Department, unless damaged due to the negligence of Operator or

Operator’s employees. The Department shall also be responsible for replacement of any equipment supplied by the

Department when replacement is required based on normal wear and tear and within a reasonable life cycle of said equipment. The Operator acknowledges that this shall not create a binding commitment on the Department to replace any particular piece of equipment and that any replacement is contingent on the Department obtaining proper approvals and funds for replacement at that time. The Operator shall be responsible for prompt repair or replacement of equipment and other items supplied by the Department when damaged due to negligence of Operator or Operator’s employees. In the event that any equipment or other items supplied by the Department is damaged in such a manner as to not allow adequate repair, said item shall be promptly replaced by Operator. Exhibit “2”, which is hereby incorporated into and made a part of this Agreement, contains a cafeteria floor plan and a kitchen equipment list.

i. Operator shall be responsible for the daily janitorial services to the food preparation and salad bar area.

Operator shall be responsible for the cleaning of the tables and seating during their normal operating hours. The

Department’s janitorial contractor will be responsible for the overall janitorial services in the cafeteria area.

j. Except as may be set forth in this Agreement, Operation of the cafeteria shall be the full and sole responsibility of Operator, using such business judgment as Operator sees fit. The Department makes no representations or warranties of any nature whatsoever with regard to gross revenues, operating costs, profits, or other business matters relating to the operation. Operator and its employees and subcontractors shall at all times remain an independent contractor and shall have full responsibility under the law as employer for the staff of Operator, including, but not limited to, responsibility under Internal Revenue, Unemployment Compensation, Worker's Compensation, Wage and Hour, and other employment related laws and regulations. Operator, on request, shall supply proof of compliance with these provisions.

k. Operator will have the exclusive right to operate a cafeteria in the building located at 719 South

Woodland Blvd. during the term of this agreement, except when operated by the Department during an emergency period as described in the above paragraph 2b. Operator will not be allowed to sell any type of beverage in competition with the Department’s Employee Benefit Fund. The Department and the Department's Employee Benefit Fund shall not be prevented from having special events in the cafeteria and shall not be restricted in providing vending services in the building. In addition, Department Employees and other persons lawfully on the premises shall not be restricted from bringing bag lunches or other personal food items into the cafeteria for their personal consumption.

l. The cafeteria shall be run for the sole and exclusive benefit of Department of Transportation Employees and other persons that are lawfully on the premises. The cafeteria shall not be open to the general public and Operator shall not engage in any marketing or advertising that is directed to or intended to attract the general public.

m. Operator and Operator’s employees shall use the Department’s facility and equipment to prepare food items that will be used in the Department’s cafeteria only. Department facilities and equipment shall not be used for Operator’s personal use or for the preparation of food items to be taken offsite.

3. Term. This Agreement shall obligate Operator to operate the cafeteria for a period of one (1) year from the date hereof. Operation shall commence within 20 days of Operator receiving a Notice to Proceed from the Department.

This Agreement may be renewed at the end of the one (1) year for up to three additional one (1) year periods, with any renewals at the option of the Department. Renewals shall be under the same terms and conditions as specified herein as the same may be modified hereafter. Renewals shall be contingent upon satisfactory performance evaluations by the Department. Expiration of the period of operation shall not operate to cancel the terms and conditions of this

Agreement to the extent that obligations have been created which have not yet been met.

4. Insurance. Operator shall have and keep in force during the period of operation general liability insurance written by a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $500,000.00 per person and $1,000,000.00 each occurrence, and property damage insurance of at least $ 300,000.00 each occurrence for operation of the cafeteria. Operator shall provide to the

Department certificates showing the required coverage to be in effect and showing the Department as a certificate holder entitled to 30 days written notice prior to cancellation of the policy.

5. Indemnity. Operator hereby indemnifies and agrees to defend and hold harmless the Department and all of the Department's officers, agents, and employees from any claim, loss, damage, costs, charge, or expense arising out of any acts, actions, neglect or omission by Operator, its agents, employees, or subcontractors during the performance of the contract, whether direct or indirect, and whether to person or property to which the Department or said parties may be subject, except that neither Operator nor any of its subcontractors will be liable for damages arising out of injury or damage to personas or property directly caused or resulting from the sole negligence of the Department or any of its officers, agents, or employees.

Operator's obligation to indemnify, defend, and pay for the defense or at the Department's option, to participate and associate with the Department in the defense and trial of any claim and any related settlement negotiations, shall be triggered by the Department's notice of claim for indemnification to Operator. Operator's inability to evaluate liability or its evaluation of liability shall not excuse Operator's duty to defend and indemnify within seven days after such notice by the Department is given by registered mail. Only an adjudication or judgment after the highest appeal is exhausted specifically finding the Department solely negligent shall excuse performance of this provision by Operator. Operator shall pay all costs and fees related to this obligation and its enforcement by the Department. The Department's failure to notify Operator of a claim shall not release Operator of the above duty to defend.

The parties agree that 1% of the total income obtained by Operator through the cafeteria operation is the bargained for consideration to the Operator for this indemnity agreement.

6. Termination and Default

a. The operation of the cafeteria by Operator may be terminated by the Department under the following conditions:

(1) The Department determines that the best interests of the Department, as reasonably determined by the Department, require termination; provided that termination under this provision shall require 30 days advance written notice specifying the applicable reasons to Operator.

(2) Default by Operator under any of the terms and conditions of this Agreement or the

Request for Proposals issued in connection herewith.

(3) The Department determines, through the District Five District Transportation Support

Manager, that the quality of the food being offered by Operator or the method of operation of the cafeteria is not satisfactory.

b. In the event that the Department elects to terminate the cafeteria operation by Operator due to unsatisfactory food quality, unsatisfactory method of operation, or any other unsatisfactory performance, the

Department shall first provide reasonable advance written notice to Operator specifying the deficiency and providing a reasonable time for correction of the deficiency. In the event that the deficiency is not corrected in the time provided, the Department shall notify the Operator in writing that the termination has become effective.

7. Miscellaneous

a. Operator shall not sublet, assign or transfer any rights or obligations under this Agreement without the prior written consent of the Department. This provision shall not be construed to restrict Operator in selecting its suppliers of food products or other incidental items necessary for operation of the cafeteria.

b. Operator shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received in connection with this Agreement. Upon receipt of any public records request, the Operator shall immediately notify the Department and secure the Department's concurrence that the requested records must be produced.

c. This Agreement and the Request for Proposal issued in connection herewith embody the entire agreement between the parties. There are no promises, terms, conditions, or obligations other than those contained in said documents and said documents supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto.

d. It is understood and agreed by the parties hereto that if any part, term, or provision of this

Agreement is held by the courts to be illegal or in conflict with any law of the State of Florida or any applicable Federal law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term. or provision held to be invalid.

e. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

f. In any legal action related to this Agreement, instituted by either party, Operator hereby waives any and all privileges and rights it may have under Chapter 47 and Section 337.19, Florida Statutes, relating to venue, as it now exists or may hereafter be amended, and any and all such privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those grounded on convenience. Any such legal action may be brought in the appropriate Court in any county chosen by the Department and in the event that any such legal action is filed by the Operator, Operator hereby consents to the transfer of venue to the county chosen by the Department upon the Department filing a motion requesting the same.

g. “PUBLIC ENTITY CRIME INFORMATION AND ANT-DISCRIMINATION STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or service to a public entity, may not submit a bid, proposal, or reply on a contact with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for

CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or service to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity.”

h. E-VERIFY Utilization

The Florida Department of Transportation shall require the following as a condition of all contracts:

Vendor/Contractor:

1. shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract;

and

2. shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.

The following Documents are hereby Included in this Contract:

Exhibit “1” Cafeteria Floor Plan Exhibit “2” Kitchen Equipment List Exhibit “A”, Scope of Services PUR 1000 and 1001

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year first above written.

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

Name of Operator

By: By:

Name: Name: Lorie A. Matthews

Title: Title: District Transportation Support Manager

Procurement Approval: _____________________ Legal Approval: _______