Attachment A - Current Contract.pdf

Contract No.: DMS-18/19-020 Page 1 of 17

4050 Esplanade Way Tallahassee, FL 32399-0950

850-488-2786

Ron DeSantis, Governor Jonathan R. Satter, Secretary

CONTRACT

FOR

FOOD SERVICES

CONTRACT NO.: DMS-18/19-020

BETWEEN

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

AND

SIMPLY SOUL FOOD INC.

Attachment A

Contract No.: DMS-18/19-020 Page 2 of 17

Table of Contents

SECTION 1. DEFINITIONS

SECTION 2. TERM

SECTION 3. MENU PRICING AND PAYMENTS

SECTION 4. CONTRACT DOCUMENTS & HIERARCHY

SECTION 5. CONTRACT ADMINISTRATION

SECTION 6. COMPLIANCE WITH LAWS

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

SECTION 8. LIABILITY AND WORKERS’ COMPENSATION INSURANCE

SECTION 9. PUBLIC RECORDS

SECTION 10. INTELLECTUAL PROPERTY

SECTION 11. E-VERIFY

SECTION 12. SCRUTINIZED COMPANIES – TERMINATION BY THE DEPARTMENT

SECTION 13. GEOGRAPHIC LOCATION OF DATA AND SERVICES

SECTION 14. RECORDS RETENTION

SECTION 15. GIFTS

SECTION 16. VENDOR OMBUDSMAN

SECTION 17. MONITORING BY THE DEPARTMENT

SECTION 18. AUDITS

SECTION 19. BACKGROUND SCREENING, RECORD RETENTION, AND WARRANT OF

SECURITY

SECTION 20. PERFORMANCE BOND

SECTION 21. NO OFFSHORING AFFIDAVIT

SECTION 22. MISCELLANEOUS

Attachments:

Attachment A – Statement of Work Attachment B – Menu(s) Attachment C – Request for Best and Final Offer Attachment D – Contractor’s Best and Finall Offer

Contract No.: DMS-18/19-020 Page 3 of 17

Contract

This Contract is between the STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES (Department), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida 32399-0950, and Simply Soul Food Inc. (Contractor), a Florida Profit Corporation, with offices at 1458 South Monroe Street, Tallahassee, Florida 32301, each a “Party” and collectively referred to herein as “Parties”.

The Parties enter into this Contract in accordance with the terms and conditions of solicitation, ITN No.: DMS-18/19-020, Food Services.

The Parties therefore agree as follows.

SECTION 1. DEFINITIONS

The following definitions apply in addition to the definitions in the PUR 1000 form.

1.1 Confidential Information: Any portion of a Contractor’s documents, data or records disclosed relating to its response that the Contractor claims is confidential and not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution, or any other authority and is clearly marked “Confidential.”

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

SECTION 2. TERM

2.1 Initial Term

The initial term of the Contract will be for five (5) years. The initial Contract term shall begin on the date the Contract is fully signed by all Parties.

2.2 Renewal Term

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part, for renewal terms up to five (5) years. The Contract may only be renewed in accordance with section 287.057(13), Florida Statutes. Any renewals shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds.

SECTION 3. MENU PRICING AND PAYMENTS

3.1 Menu Pricing

The Contractor shall adhere to the menu prices as stated in Attachment B – Menu(s) and Attachment D - Contractor’s Best and Final Offer to ITN No. DMS-18/19-020, which is incorporated by reference into the Contract.

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3.2 Price Adjustments

The Contractor shall adhere to price adjustment guidelines as stated in Attachment A - Statement of Work, Section 4., Menu Change(s) / Economic Price Adjustment(s).

3.3 Bills for Travel

Payment by the Department to the Contractor for travel is not permitted in this Contract.

3.4 Transaction Fees

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available.

Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

SECTION 4. CONTRACT DOCUMENTS & HIERARCHY

This Contract sets forth the entire understanding of the Parties and consists of the documents listed below. In the event any of these documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

4.1 This Contract document and any amendments;

4.2 Attachment A – Statement of Work;

4.3 Attachment B – Menu(s);

4.4 Attachment C – Request for Best and Final Offer to ITN No. DMS-18/19-020;

4.5 Attachment D – Contractor’s Best and Final Offer to ITN No. DMS-18/19-020;

4.6 ITN No. DMS-18/19-020, and all addenda in reverse order of issuance, incorporated herein by reference;

4.7 Form PUR 1000, incorporated herein by reference.

http://www.dms.myflorida.com/business_operations/state_purchasing/documents_forms _references_resources/purchasing_forms.

SECTION 5. CONTRACT ADMINISTRATION

5.1 Department Contract Administrator

The Contract Administrator whose responsibilities will be to maintain this Contract is:

http://www.dms.myflorida.com/business_operations/state_purchasing/documents_forms_referen http://www.dms.myflorida.com/business_operations/state_purchasing/documents_forms_referen http://www.dms.myflorida.com/business_operations/state_purchasing/documents_forms_references_resources/purchasing_forms

Contract No.: DMS-18/19-020 Page 5 of 17

Caitlen Boles

Departmental Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 335 Tallahassee, Florida 32399-0950 Telephone: (850) 410-1423 Email: caitlen.boles@dms.myflorida.com

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

5.2 Contract Manager

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

Nick Mayernick Division of Real Estate Development and Management Florida Department of Management Services 4050 Esplanade Way, Suite 315 Tallahassee, Florida 32399-0950 Telephone: (850) 487-4397 Email: nick.mayernick@dms.myflorida.com

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

5.3 Contractor Representative

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

James Morrell Simply Soul Food Inc.

1458 South Monroe Street Tallahassee, Florida 32301 Telephone: (850) 597-2495 Email: earleyskitchen@gmail.com

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

5.4 Diversity Reporting

The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority, women, and veteran business enterprises in the economic life of the State. The Department encourages supplier diversity through certification of business enterprises, advocacy and outreach and Business Match Maker events. For additional information, please contact the Office of Supplier Diversity at (850) 487-0915 or osdhelp@dms.myflorida.com.

mailto:caitlen.boles@dms.myflorida.com mailto:nick.mayernick@dms.myflorida.com mailto:earleyskitchen@gmail.com mailto:osdhelp@dms.myflorida.com

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SECTION 6. COMPLIANCE WITH LAWS

6.1 Compliance

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

6.2 Notice of Legal Actions

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

(30) days of the action being filed. Failure to notify the Department of a legal action within thirty (30) days of the action shall be grounds for termination or nonrenewal of the Contract.

6.3 Convicted and Discriminatory Vendors

Pursuant to sections 287.133 and 287.134, Florida Statutes, the following restrictions are placed on the ability of persons placed on the convicted vendor list or the discriminatory vendor list.

6.3.1 Convicted Vendors

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 services 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 in excess of the threshold amount provided in section 287.017, Florida Statutes, for Category Two for a period of 36 months following the date of being placed on the convicted vendor list.

6.3.2 Discriminatory Vendors

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 services 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.

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The Contractor shall notify the Department if it or any of its suppliers, subcontractors or consultants have been placed on the convicted vendor list or the discriminatory vendor list during the life of the Contract.

6.3.3. Cooperation with the Inspector General

Pursuant to section 20.055(5), Florida Statutes, the Contractor and any subcontractors understand and will comply with their duty to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing.

SECTION 7. DEPARTMENT OF STATE, CORPORATE STATUS CERTIFICATE

The Contractor and any subcontractors that assert corporate status must provide the Department conclusive evidence, per section 607.0127, Florida Statutes, of a certificate of status if a Florida corporation, or of a certificate of authorization if a foreign corporation obtained from the Florida Department of State per section 607.0128, Florida Statutes, not subject to any qualification stated in the certificate, and maintain such status through the life of the Contract.

SECTION 8. LIABILITY AND WORKERS’ COMPENSATION INSURANCE

This paragraph modifies section 35, of the PUR 1000 form. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, at a minimum, shall be as follows: workers’ compensation and employer’s liability insurance per Florida statutory limits (currently $200,000 per accident, $200,000 per person and $500,000 policy aggregate) covering all employees engaged in any Contract work; commercial general liability coverage on an occurrence basis in the minimum amount of $500,000 (defense cost shall be in excess of the limit of liability), naming the State as an additional insured; and automobile liability insurance covering all vehicles, owned or otherwise, used in the Contract work, with minimum combined limits of $500,000, including hired and non-owned liability and $5,000 medical payment. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. The Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in the State of Florida.

The Contractor shall provide a copy of its certificate to the Contract Manager and ensure its insurance carrier notes the Department as the certificate holder as provided below:

Florida Department of Management Services Division of Real Estate Development and Management c/o Departmental Purchasing 4050 Esplanade Way, Suite 335 Tallahassee, Florida 32399-0950

Contract No.: DMS-18/19-020 Page 8 of 17

SECTION 9. PUBLIC RECORDS

9.1 Access to Public Records

The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section 119.07(1), Florida Statutes.

9.2 Redacted Copies of Confidential Information

If the Contractor considers any portion of any documents, data, or records submitted to the Department to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, the Contractor must simultaneously provide the Department with a separate redacted copy of the information it claims as Confidential and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Contract name and number, and shall be clearly titled “Confidential.” The redacted copy should only redact those portions of material that the Contractor claims is confidential, proprietary, trade secret or otherwise not subject to disclosure.

9.3 Request for Redacted Information

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

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

9.4 Indemnification

The Contractor shall protect, defend, and indemnify the Department for any and all claims arising from or relating to the Contractor’s determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure.

If the Contractor fails to submit a redacted copy of information it claims is Confidential, the Department is authorized to produce the entire documents, data, or records submitted to the Department in answer to a public records request or other lawful request for these records.

9.5 Contractor as Agent

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

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0100-0199/0119/Sections/0119.07.html

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9.5.1 Keep and maintain public records required by the public agency to perform the service.

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

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

9.5.4 Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records.

All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

9.5.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE

NUMBER, EMAIL ADDRESS AND MAILING ADDRESS

PROVIDED FOR THE CONTRACT MANAGER.

SECTION 10. INTELLECTUAL PROPERTY

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

SECTION 11. E-VERIFY

The Contractor is required to utilize the U.S. Department of Homeland Security’s (DHS) E-Verify system to verify the employment of all new employees hired by the Contractor during the Contract term. Also, the Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the Contract term.

Contract No.: DMS-18/19-020 Page 10 of 17

In order to implement this provision, the Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) days of Contract execution.

If the Contractor is not enrolled in DHS E-Verify System, it will do so within five (5) days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five (5) days of Contract execution. The link to E-Verify is provided below.

http://www.uscis.gov/e-verify

Upon each Contractor or subcontractor new hire, the Contractor shall provide a statement within five (5) days to the Contract Manager identifying the new hire with its E-Verify case number.

SECTION 12. SCRUTINIZED COMPANIES – TERMINATION BY THE DEPARTMENT

The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

SECTION 13. GEOGRAPHIC LOCATION OF DATA AND SERVICES

The State of Florida requires that all data generated, used or stored by the Contractor pursuant to the Contract will reside and remain in the United States and will not be transferred outside of the United States. The State of Florida also requires that all services provided under the Contract, including call center or other help services, will be performed by persons located in the United States.

SECTION 14. RECORDS RETENTION

The Contractor shall retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers and documents that were made in relation to this Contract. The Contractor shall retain all documents related to this Contract in compliance with the rules of the Florida Department of State.

SECTION 15. GIFTS

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

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

SECTION 16. VENDOR OMBUDSMAN

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, Florida Statutes, which include disseminating information relative to prompt payment and assisting vendors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516.

http://www.uscis.gov/e-verify

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SECTION 17. MONITORING BY THE DEPARTMENT

The Contractor shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Contractor that are relevant to this Contract and to interview clients, employees and subcontractor employees of the Contractor to assure the Department of satisfactory performance of the terms and conditions of this Contract. Following such review, the Department may deliver to the Contractor a written report of its finding(s) and direct the development, by the Contractor, of a corrective action plan.

This provision will not limit the Department’s termination rights.

SECTION 18. AUDITS

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

SECTION 19. BACKGROUND SCREENING, RECORD RETENTION, AND WARRANT OF

SECURITY

All of the Contractor’s employees, subcontractors and agents performing work under the Contract must comply with all security and administrative requirements of the Department.

19.1 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 person, hereinafter referred to as “Person” or “Persons,” operating under its direction who directly perform services under the Contract, whether or not the Person has Access to State of Florida Data, as well as those who have access, including indirect access, to State of Florida Data, whether or not they perform services under the Contract. The Contractor warrants that all Persons will have passed the Background Screening described herein before they have Access to Data or begin performing services under the Contract. The look-back period for such background screenings shall be for a minimum of seven (7) years where seven (7) years of historical information is available.

“Access” means to review, inspect, approach, instruct, communicate with, store data in, retrieve data from, or otherwise make use of any data, regardless of type, form, or nature of storage.

Access to a computer system or network includes local and remote access.

“Data” means a representation of information, knowledge, facts, concepts, computer software, computer programs or instructions, whether it is exempt, confidential, or personal health information. Data may be in any form, including but not limited to, storage media, computer

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The minimum background check process will 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 will maintain documentation of the screening in the Person’s employment file. The Contractor will abide by all applicable laws, rules, and regulations including, but not limited to the Fair Credit Reporting Act and/or any equal opportunity laws, rules, regulations, or ordinances.

19.1.1 In addition to the background screening requirements described above, the Contractor’s on-site Capitol Building employees shall be required to submit to additional background screening requirements by the Capitol Police. Access badges will be issued by Capitol Police after confirming the individual passed the additional background screening requirements.

19.2 Disqualifying Offenses

If at any time it is determined that a Person has a criminal misdemeanor or felony record regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last seven (7) years from the date of the court’s determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that Person from any position with Access to State of Florida Data or directly performing services under the Contract. The disqualifying offenses are crimes where the nature of the criminal activity is such that a reasonable person would agree that the Person’s employment would create a risk of injury, loss, or damage to people and/or property of any State of Florida premises. Examples of these types of crimes include but may not be limited to the following:

• Computer related or information technology crimes

• Fraudulent practices, false pretenses and frauds, and credit card crimes

• Forgery and counterfeiting

• Violations involving checks and drafts

• Misuse of medical or personnel records

• Felony theft

• Murder/Manslaughter

• Petit Theft

• Burglary/Robbery

• Aggravated Assault

• Sexual Battery

• Kidnapping/False Imprisonment

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If the Contractor finds a Disqualifying Offense for a Person within the last seven (7) years from the date of the court’s disposition, it may obtain information regarding the incident and determine whether that Person should continue providing services under the Contract or have access to State of Florida Data. The Contractor will consider the following factors only in making the determination: i.) nature and gravity of the offense, ii.) the amount of time that lapsed since the offense, iii.) the rehabilitation efforts of the person, and iv.) relevancy of the offense to the job duties of the Person. If the Contractor determines that the Person should be allowed access to State of Florida Data, then the Contractor shall maintain all criminal background screening information and the rationale for such access in the Person’s employment file.

19.3 Refresh Screening

The Contractor will ensure that all background screening will be refreshed every five (5) years from the time initially performed for each Person during the term of the Contract.

19.4 Warrant of Security

“Warrant of Security” means a written document signed by the Contractor and submitted to the Department’s Contract Manager in which the Contractor includes:

• The name of each individual or Person subject to a criminal background screening under the Contract, and the date of his or her most recent criminal background screening; and

• A statement confirming that the criminal background screening did not identify a disqualifying offense; or

• Notwithstanding the criminal background screening identifying a disqualifying offense, the individual was permitted to become a Person performing services by the Contractor as supported by an analysis using only the factors in subsection 19.2.

No Warrant of Security shall include the substance of criminal background screening results or any subsequent analysis.

19.4.1 Initial Warrant of Security

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

19.4.2 Annual Warrant of Security

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

19.4.3 Supplemental Warrant of Security

The Contractor will submit a supplemental Warrant of Security to the Contract Manager before any individual subsequently hired by the Contractor, and becomes a Person, delivers services under this Contract.

19.5 Self-Disclosure

The Contractor shall ensure that all Persons have a responsibility to self-report within three (3) calendar days to the Contractor any updated court disposition regarding any disqualifying offense, regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty

Contract No.: DMS-18/19-020 Page 14 of 17 verdict). The Contractor shall immediately reassess whether to disallow that Person access to any State of Florida premises or from directly performing services under the Contract.

Additionally, the Contractor shall require that the Person complete an annual certification that they have not received any additional criminal misdemeanor or felony record regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) for the Disqualifying Offenses and shall maintain that certification in the employment file.

In addition, the Contractor shall ensure that all Persons have a responsibility to self-report to the Contractor within three (3) calendar days, any arrest for any Disqualifying Offense. The Contractor shall notify the Contract Manager within 24 hours of all details concerning any reported arrest.

19.6 Duty to Provide Secure Data

The Contractor will 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 will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. Data cannot be disclosed to any person or entity that is not directly approved to participate in the scope of work set forth in this Contract.

19.7 Department’s Ability to Audit Screening Compliance and Inspect Locations

The Department reserves the right to audit the Contractor’s background screening process upon two (2) days prior written notice to the Contractor during the term of the Contract. The Department will have the right to inspect the Contractor’s working area, computer systems, and/or location upon two (2) business days prior written notice to the Contractor to ensure that access to the State of Florida Data is secure and in compliance with the Contract and all applicable state and federal rules and regulations.

19.8 Record Retention

The Contractor shall retain a list of all Persons with Access to Data, including a statement confirming that each Person has passed the Background Screening required herein. Such a statement shall not include the substance of the screening results, only that the Person has passed the screening.

The Contractor shall create a written policy for the protection of Data, including a policy and procedure for Access to Data.

The Contractor shall document and record, with respect to each instance of Access to Data:

1) The identity of all individual(s) who accessed Data in any way, whether those individuals are authorized Persons or not;

2) The duration of the individual(s)’ access to Data, including the time and date at which the access began and ended;

3) The identity, form, and extent of Data accessed, including, but not limited to, whether the individual accessed partial or redacted versions of Data, read-only versions of Data, or editable versions of Data; and

Contract No.: DMS-18/19-020 Page 15 of 17

4) The nature of the access to Data, including whether Data was edited or shared with any other individual or entity during the duration of the access, and, if so, the identity of the individual or entity.

The Contractor shall retain the written policy and information required in this subsection for the duration of this Contract and a period of no less than five (5) years from the date of termination of this Contract and any Contract extensions. The written policy and information required in this subsection shall be included in the Department’s audit and screening abilities as defined in subsection 19.3. The written policy and information required in this subsection shall also be subject to immediate disclosure upon written or oral demand at any time by the Department or its designated agents or auditors.

Failure to compile, retain, and disclose the written policy and information as required in this subsection shall be considered a breach of the Contract. The resulting damages to the Department from a breach of this subsection are by their nature impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining such damages will be numerous, complex, and unreasonably burdensome to prove. The Parties acknowledge that these financial consequences are liquidated damages, exclusive of any other right to damages, not intended to be a penalty and solely intended to compensate for unknown and unascertainable damages. The Contractor therefore agrees to credit the Department the sum of $250.00 for each breach of this subsection.

19.9 Indemnification

The Contractor agrees to defend, indemnify and hold harmless the Department, the State of Florida, its officers, directors and employees for any claims, suits or proceedings related to a breach of this section. The Contractor will include credit monitoring services at its own cost for those individuals affected or potentially affected by a breach of this section for a two (2) year period of time following the breach.

SECTION 20. PERFORMANCE BOND

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

SECTION 21. NO OFFSHORING AFFIDAVIT

Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform any of the Services from outside of the United States, and the Contractor will not allow any State of Florida Data to be sent by any medium, transmitted or accessed outside of the United States.

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

Contract No.: DMS-18/19-020 Page 16 of 17

Notwithstanding any provision of this Contract to the contrary, the Contractor shall notify the Department as soon as possible and in all events within one (1) business day in the event it discovers any Data is breached, any unauthorized access of State of Florida Data occurs (even by persons or companies with authorized access for other purposes), any unauthorized transmission of Data or any credible allegation or suspicion of a material violation of the above.

This notification is required whether the event affects one employee/retiree or the entire population. The notification shall be clear and conspicuous and include a description of the following:

(a) The incident in general terms.

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

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

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

Upon becoming aware of an alleged security breach or security incident, the Contractor Security Officer shall set up a conference call with the Department’s Contract Manager. The conference call invitation shall contain a brief description of the nature of the event. When possible, a thirty

(30) minute notice shall be given to allow Department personnel to be available for the call. If the designated time is not practical for the Department, an alternate time for the call shall be scheduled. All available information shall be shared on the call. The Contractor shall answer all questions based on the information known at that time and shall answer additional questions as additional information becomes known. The Contractor shall provide the Department with final documentation of the incident including all actions that took place. If the Contractor becomes aware of a security breach or security incident outside of normal business hours, the Contractor shall notify the Department’s Contract Manager and in all events, within one (1) business day.

SECTION 22. MISCELLANEOUS

22.1 Subcontractors

The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all subcontracted work. The Department supports diversity in its procurements and contracts, and requests that Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities.

22.2 Independent Contractor

The Contractor and its employees, agents, representatives, and subcontractors are not employees or agents of the Department and are not entitled to the benefits of State of Florida employees. The Department will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all of its subcontracts under the Contract.

mailto:osdhelp@dms.myflorida.comf

Contract No.: DMS-18/19-020 Attachment A, Statement of Work Page 1 of 13

4050 Esplanade Way Tallahassee, FL 32399-0950

850-488-2786

Ron DeSantis, Governor Jonathan R. Satter, Secretary

ATTACHMENT A

STATEMENT OF WORK

FOR

FOOD SERVICES

DMS-18/19-020

THE STATE OF FLORIDA

DEPARTMENT OF MANAGEMENT SERVICES

TABLE OF CONTENTS

SECTION 1. STATEMENT OF WORK

SECTION 2. CONTRACTOR DELIVERABLES

SECTION 3. ADDITIONAL RESPONSIBILITIES

SECTION 4. MENU CHANGE(S) / ECONOMIC PRICE ADJUSTMENT(S)

SECTION 5. ACCOUNTING

SECTION 6. PERFORMANCE MEASURES

SECTION 7. ADDITIONS/DELETIONS

SECTION 8. TRANSITION PLAN

SECTION 9. SPECIAL CONDITIONS

Attachment A, Statement of Work Page 2 of 13

SECTION 1. STATEMENT OF WORK

1.1 The Contractor shall provide Food Services with a variety of high quality meal and snack offerings, including healthy choice menu options.

1.2 Information for each facility, the food service area size, number of employees housed in the facility and seasonal shifts in employees is provided in ITN No: DMS-18/19-020, Form 10, Facility List. The facility sites are as follows:

• Capitol Building, Lower Level, 400 South Monroe Street, Tallahassee, Florida;

• Capitol Building, 10th Floor, 400 South Monroe Street, Tallahassee, Florida; and

• Capitol Circle Office Complex (CCOC), Department of Revenue, Building 2, 2450

Shumard Oak Boulevard, Tallahassee, Florida.

1.3 The Contractor shall be responsible for performing services in strict compliance with the requirements and rules, regulations and governance contained in this Contract. No deviations from the minimum service requirements shall be permitted without the prior written approval of the Department’s Contract Manager.

SECTION 2. CONTRACTOR DELIVERABLES

2.1 Food Service options shall include Vegetarian, Heart Healthy, Fresh from Florida, and general menu items.

2.2 Food selection shall include choice options in line with the currently established USDA recommendations: https://health.gov/dietaryguidelines/

2.3 Alcoholic beverages are prohibited.

2.4 The Contractor shall provide full service cafeteria options consisting of the following:

• Cafeteria style hot and cold breakfast

• Cafeteria style hot and cold lunch

• Snacks

• Beverages

2.5 The Contractor shall provide Snack Bar options consisting of the following:

• Snack bar style hot and cold breakfast

• Snack bar style hot and cold lunch

• Snacks

• Beverages

2.6 Minimal Operating Requirements

2.6.1 All sites, at a minimum, shall be open from 7:00 a.m. - 3:00 p.m., Monday through

Friday, except for State of Florida observed holidays. For any deviation in operating hours, Contractor must obtain pre-approval, in writing, by the Department’s Contract Manager, five (5) business days in advance.

https://health.gov/dietaryguidelines/

Attachment A, Statement of Work Page 3 of 13

2.6.2 The Contractor’s advertising, including online, brochures, signs, and other forms of advertisement, shall be subject to the Department’s approval. The Department shall have the right to require removal of all or part of any advertising the Department deems inappropriate or reflects poorly on the Department or the State of Florida.

2.6.3 The Contractor shall provide adequate staffing and oversight to operate the services authorized in the Contract. The Contractor’s staff shall wear food service appropriate clothing, Department-issued security access ID badges, and nametags at all times.

2.6.4 The Contractor shall obtain and maintain all necessary Permanent Food Service

(seating and non-seating) licenses from the Florida Department of Business and Professional Regulation (DBPR) through the term of the Contract. A copy of these licenses shall be sent to the Department’s Contract Manager prior to commencement of services.

2.6.5 All paper products and serving containers shall contain post-consumer recycled content. Styrofoam serving containers are prohibited.

2.6.6 The Contractor shall ensure that all employees maintain an appropriate level of customer service to all State staff and visitors.

2.7 Menu Offerings

The Contractor shall, at a minimum:

2.7.1 Include Fresh from Florida orange juice in its menu.

2.7.2 Include other Fresh from Florida fruit and vegetables in its menu, as available.

2.7.3 Offer alternative menu items such as vegetarian, heart healthy and gluten-free options.

2.8 Catering

2.8.1 The Contractor may provide catering upon request to the Capitol and Department of Revenue, Building 2.

2.8.2 Daily menu items shall be included as catered options but alternative menus may be negotiated with the customer.

2.9 Seasonal Menus

2.9.1 The Contractor shall provide Seasonal Menus that shall be served during the

Stateof Florida’s legislative session.

2.9.2 The first season generally commences in September during committee weeks and ends in May.

2.9.3 The second season generally commences in June and ends in August.

Attachment A, Statement of Work Page 4 of 13

2.9.4 The Florida Legislature sets the schedule for legislative session each year and the Contractor must be flexible in its ability to provide Seasonal Menus based on this schedule. Seasonal Menus must be approved on an annual basis by the Department’s Contract Manager and shall include a schedule for the Seasonal Menu.

2.10 Contractor Responsibilities

2.10.1 Janitorial Services:

The Contractor shall be responsible for the janitorial services necessary to maintain a clean and sanitary area at all times. This requirement is for the food services and dining areas in each location. In sites where restroom facilities are within the cafeteria space, the Contractor will be responsible for the cleaning of the restroom facilities throughout the day and providing the necessary supplies to ensure a clean and adequately stocked facility at all times.

2.10.2 Pest Control Services

2.10.2.1 The Contrator shall contract for pest control services to be performed on a regular schedule at its own expense.

2.10.2.2 The Contractor shall be responsible for providing additional pest control services if an infestation occurs until the infestation is eliminated.

Additional pest control services shall be at the Contractor’s sole cost and expense.

2.10.3 Floors

2.10.3.1 The Contractor shall perform a deep clean on hard surface floors and carpeted surfaces as needed, but no less than quarterly.

2.10.3.2 The Contractor must receive approval by the Department’s Facility Manager prior to use of carpet cleaning equipment.

2.10.4 Other Contractor Responsibilities

2.10.4.1 At times, provide food to visiting school children at the Capitol cafeteria and café. As such, the Contractor shall offer a selection of food options free from common allergens, including peanuts, tree nuts, milk, soy, shellfish, fish, and wheat, and shall ensure the food is free from potential cross-contamination.

2.10.4.2 Not preclude State of Florida staff or visitors from using alternate sources of food, such as bringing their own food or having events catered, should they so desire.

2.10.4.3 Meet all applicable Health Codes and Standards for Concession Food

Service (Rule 7C-4.019, Florida Administrative Code). For more information, please visit the website: www.flrules.org http://www.flrules.org/

Attachment A, Statement of Work Page 5 of 13

2.10.4.4 Meet inspection standards set by DBPR’s routine food inspections and the Fire Marshal and correct any cited violation in a timely manner and prior to the next routine inspection. For more information, please visit the website: www.myfloridalicense.com/dbpr/index.html

2.11 Equipment

2.11.1 The Contractor shall be…