CN-370000-AD631.pdf

DEP Contract No. ADM631

CONTRACT

THIS CONTRACT is entered into between the FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (hereinafter referred to as the "Department") and The Shoe Box of Tallahassee, Inc.

whose address is 2820 South Monroe Street, Tallahassee, Florida 32301 (hereinafter referred to as the "Contractor"), a Florida Corporation, to provide Uniforms and Clothing Apparel.

In consideration of the mutual benefits to be derived herefrom, the Department and Contractor do hereby agree as follows:

1. Services. The Department does hereby retain the Contractor to provide uniforms and other clothing apparel, as defined herein and the Contractor does hereby agree to perform such services as outlined in DEP Solicitation No. 2015018C and Contractor’s response thereto, incorporated herein by reference, and in accordance with Attachment A, Scope of Services, attached hereto and made a part hereof.

Any terms and conditions of this Contract which vary from those contained in the Solicitation or Contractor’s response thereto shall have precedence. The Contractor does hereby agree to conduct these services for the Department upon the terms and conditions set forth in this Contract and all attachments named herein which are attached hereto and incorporated by reference. The Contractor has been determined to be a vendor to the Department under this Contract.

2. Standard of Care for Performance.

A. The Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the Department.

B. The Contractor shall perform the services in a proper and satisfactory manner as determined by the Department. Any and all such equipment, products or materials necessary to perform these services, or requirements as further stated herein, shall be supplied by the Contactor.

3. Term of Contract.

A. Initial Term. This Contract shall begin July 1, 2015 and remain in effect for sixty (60) months, inclusive. In accordance with Section 287.058(2), Florida Statutes (F.S.), the Contractor shall not be eligible for reimbursement for services rendered prior to the execution date of the Contract.

B. Renewal Term. This Contract may be renewed, in writing, on the same terms and conditions for a period no greater than five (5) years. All renewals are contingent upon satisfactory performance by the Contractor.

4. Compensation. The Department does not guarantee any minimum or maximum compensation under the Contract. The Department shall pay the Contractor in accordance with the pricing schedule as specified in Attachment C, Response Form. The Department will authorize payments to the Contractor on an invoice–by-invoice basis. All bills for amounts due under this Contract shall be submitted in detail sufficient for approval pre-audit and post audit thereof.

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

6. Payment Method. As consideration for the commodities rendered under this Contract, the Department shall pay the vendor(s) as specified on the purchase order(s). Payments shall be made in accordance with Section 215.422 and 287.0585, F.S., which govern time limits for payment of invoices. Invoices that must be returned to the Vendor due to preparation errors will result in a delay in payment. All bills for amounts due under this Solicitation shall be submitted in sufficient detail as may be required by the Department for a proper pre-audit and post-audit.

7. Prompt Payment.

A. Pursuant to Section 215.422, F.S., the Department's Contract Manager shall have five (5) working days, unless otherwise specified herein, to inspect and approve the services for payment; the Department must submit a request for payment to the Florida Department of Financial Services within twenty (20) days; and the Department of Financial Services is given ten (10) days to issue a warrant. Days are calculated from the latter date the invoice is received or services received, DEP Contract No.: ADM631, Page 1 of 10 inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice has been received. Invoices which have to be returned to a contractor for correction(s) will result in a delay in the payment. A Vendor Ombudsman has been established within the Florida Department of Financial Services who may be contacted if a contractor is experiencing problems in obtaining timely payment(s) from a State of Florida agency. The Vendor Ombudsman may be contacted at (850) 410-9724 or 1-800-848-3792.

B. In accordance with Section 215.422, F.S., the Department shall pay the Contractor interest at a rate as established by Section 55.03(1), F.S., on the unpaid balance, if a warrant in payment of an invoice is not issued within forty (40) days after receipt of a correct invoice and receipt, inspection, and approval of the goods and services. Interest payments of less than $1 will not be enforced unless a contractor requests payment. The interest rate for each calendar year for which the term of this Contract is in effect can be obtained by calling the Department of Financial Services, Vendor Ombudsman at the telephone number provided above, or the Department's Procurements Section at (850) 245-2361.

8. Notice. Any notices or other written communication, except invoices, between the parties shall be considered delivered when posted by Certified Mail, return receipt requested, or delivered in person to the Contract Managers at the following addresses:

Contractor Department The Shoe Box of Tallahassee, Inc. Department of Environmental Protection FEID No.: 59-1573531 Office of Emergency Response Attn: Geof Weldon Attn: Amanda Hartsfield 2820 South Monroe Street 3800 Commonwealth Blvd, MS659 Tallahassee, Florida 32301 Tallahassee, Florida 32399-3000 shoetally@gmail.com Amanda.Hartsfield@dep.state.fl.us

9. Identification of Contract Managers. The Department's Contract Manager is Amanda Hartsfield, Phone (850) 245-2870. The Contractor's Contract Manager is Geof Weldon, Phone (850) 877-9174.

All matters shall be directed to the Contract Managers for appropriate action or disposition.

10. Financial Consequences for Unsatisfactory Performance. The Contractor will be assessed by the Department in the amount of $1.00 per garment per day for late deliveries, and this amount shall be deducted from the invoice for the late-received goods. This deduction is in addition to other remedies available to the Department pursuant to Administrative Rules, Florida Statutes or the terms and conditions of this Contract.

No payment will be made for deliverables deemed unsatisfactory by the Department. In the event that a deliverable is deemed unsatisfactory by the Department, Contractor shall re-perform the services needed for submittal of a satisfactory deliverable, at no additional cost to the Department, within thirty

(30) days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within the specified timeframe, the Department may, in its sole discretion, either: 1) terminate the Contract for failure to perform, or 2) the Department Contract Manager may, by letter specifying the failure of performance under the Contract, request that a proposed Corrective Action Plan (CAP) be submitted by Contractor to the Department. All CAPs must be able to be implemented and performed in no more than sixty (60) days.

A. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the Department. The CAP shall be sent to the Department Contract Manager for review and approval.

Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the CAP proposed has been accepted. If the CAP is not accepted, Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain Department approval of a CAP as specified above shall result in the Department’s termination of the Contract for cause as authorized in the Contract.

B. Upon Department’s notice of acceptance of a proposed CAP, Contractor shall have ten (10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP by Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by Contractor, the

DEP Contract No.: ADM631, Page 2 of 10 mailto:shoetally@gmail.com mailto:Amanda.Hartsfield@dep.state.fl.us

Department shall retain the right to require additional or further remedial steps, or to terminate the Contract for failure to perform. No actions approved by Department or steps taken by Contractor shall estop the Department from subsequently asserting any deficiencies in performance.

Contractor shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department Contract Manager.

Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Contract as specified by the Department may result in termination of the Contract.

11. Insurance.

A. To the extent required by law, the Contractor will be self-insured against, or will secure and maintain during the life of this Contract, Workers' Compensation Insurance for all of his employees connected with the work of this project and, in case any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of its employees unless such employees are covered by the protection afforded by the Contractor. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Contract is not protected under the Workers' Compensation statute, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of his employees not otherwise protected.

B. The Contractor shall secure and maintain during the life of the Contract comprehensive general liability coverage with limits of not less than $100,000 per occurrence and $300,000 annual aggregate, comprehensive automobile liability coverage with limits of not less than $300,000 combined single limit. The Contractor's current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) days written notice (with the exception of non-payment of premium which requires a ten (10) day notice) to the Department's Contract Manager and shall reference the DEP Contract Number. In the event that the insurance requirements in statute are changed, the coverage limits specified herein will also be increased.

12. Indemnification. The Contractor shall save and hold harmless and indemnify the State of Florida and the Department against any and all liability, claims, judgments or costs of whatsoever kind and nature for injury to, or death of any person or persons and for the loss or damage to any property resulting from the use, service, operation or performance of work under the terms of this Contract, resulting from any negligent act, or failure to act, by the Contractor, its subcontractor, or any of the employees, agents or representatives of the Contractor or subcontractor to the full extent allowed by law.

13. Nonassignability and Subcontracting.

A. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the

Contract without the prior written consent of the Department; provided however, the Contractor hereby assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and the State. In the event of any assignment, the Contractor remains liable for performance of the Contract, unless the Department expressly waives such liability. The Department may assign the Contract but shall give prior written notice of its intent to do so to the Contractor.

B. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether Department has approved such subcontract or subcontractor. Contractor shall be solely liable to its subcontractor(s) for all expenses and liabilities incurred under any subcontract. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph 10), and shall include a release of any rights, claims or liabilities against Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor.

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14. Access and Inspection. The Contractor specifically agrees to allow authorized Department personnel to observe and inspect the work being performed under any work assignment under this Contract, including:

A. Access to any public records that must be kept under this Contract; and, B. Access to any location or facility on which the Contractor is performing work, or storing or staging equipment, materials or documents.

15. Third Party Beneficiaries. This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in any third party without the mutual written agreement of the parties hereto.

16. Suspension.

A. The Department may order the Contractor in writing to suspend, delay or interrupt all or any part of the work for such period of time as the Department may determine to be appropriate for any of the following reasons:

1. the Contractor fails to timely and properly correct deficiencies or faulty work;

2. the Contractor’s insurer or surety notifies the Department that any of its insurance or bonds has lapsed or will lapse, and the Contractor fails to provide replacement insurance or bonds acceptable to the Department before the cancellation date;

3. at the request of the Responsible Party for the site, if the Department determines the request is for good cause;

4. the Contractor or subcontractor materially violates safety laws;

5. the Department determines that there is a threat to the public health, safety or welfare that necessitates such suspension;

6. for the convenience of the Department.

B. If the performance of all or any part of the work is suspended, delayed or interrupted for an unreasonable period of time by an act of the Department in administration of the Scope of Services, or by the Department’s failure to act within a reasonable time, the Department shall make an adjustment for any increase in the cost of performance of those services (excluding profit) necessarily caused by such unreasonable suspension, delay or interruption and modify the Scope of Services. However, no adjustment shall be made under this clause for any suspension, delay or interruption to the extent:

1. That performance would have been suspended, delayed or interrupted by any other cause, including the fault or negligence of the Contractor; or

2. For which an equitable adjustment is provided or excluded under any other provision of this Contract.

C. The Contractor shall not be compensated for work performed subsequent to a notice of suspension by the Department.

17. Termination.

A. The Department may terminate this Contract at any time in the event of the failure of the Contractor to fulfill any of its obligations under this Contract. Prior to termination, the Department shall provide ten (10) calendar days written notice of its intent to terminate and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination.

B. The Department may terminate this Contract without cause and for its convenience by giving thirty

(30) calendar days written notice to the Contractor.

C. The Department reserves the right to terminate this Contract for convenience in the event that, during the term of this Contract, there is a merger or acquisition by the Contractor of any other entity or the Contractor is acquired by or merged with any other entity under DEP Solicitation No.

2015018C. In the event of termination for convenience under this paragraph, the Contractor shall be compensated for work satisfactorily performed and irrevocable commitments made under outstanding purchase orders, without liability for anticipated profits for work not yet performed.

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18. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Department’s designated Contract Manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within ten (10) days from the date of receipt, the Contractor files with the Department a petition for administrative hearing. The Department’s decision on the petition shall be final, subject to the Contractor’s right to review pursuant to Chapter 120, F.S. 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 F.S.

19. Public Records.

A. The Contractor shall keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the services under this Contract.

B. The Contractor shall provide the public with access to public records on the same terms and conditions that the Department would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law.

C. The Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

D. The Contractor shall 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.

The Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public disclosure requirements. All records that are stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department.

E. This Contract may be unilaterally canceled by the Department 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 this Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), F.S.

20. Change Orders. The Department may at any time, by written order designated to be a change order, make any change in the work within the general scope of this Contract (e.g., specifications, time, method or manner of performance, requirements, etc.). All change orders are subject to the mutual agreement of both parties as evidenced in writing. Any change order which causes an increase or decrease in the Contractor’s cost or time shall require an appropriate adjustment and modification (formal amendment) to this Contract.

21. P.R.I.D.E. It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this Contract shall be purchased from the corporation identified under Chapter 946, F.S., if available, in the same manner and under the same procedures set forth in Section 946.515(2), (4), F.S.; and for purposes of this Contract the person, firm or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned.

The "Corporation identified" is PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (P.R.I.D.E.) which may be contacted at:

P.R.I.D.E.

12425 28th Street, North St. Petersburg, Florida 33716-1826 Toll Free: 1-800-643-8459 Website: http://www.pride-enterprises.org

22. RESPECT of Florida. It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, F.S., in the same manner and under the same procedures set forth in Section 413.036(1) and (2), F.S.; and for purposes of this Contract the person, firm, or other business entity carrying out the provisions of this Contract shall be deemed

DEP Contract No.: ADM631, Page 5 of 10 http://www.pride-enterprises.org/ to be substituted for the State agency insofar as dealing with such qualified nonprofit agency are concerned.

The "nonprofit agency” identified is RESPECT of Florida which may be contacted at:

RESPECT of Florida 2475 Apalachee Parkway, Suite 205 Tallahassee, Florida 32301-4946

(850) 487-1471 Website: www.respectofflorida.org

23. Non-solicitation. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Contract.

24. Conflict of Interest. The Contractor covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required.

25. Force Majeure. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the 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 the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either 1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or 2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Department. The 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, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to the Department, in which case the Department may 1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to products subjected to allocation, or 2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or 3) terminate the Contract in whole or in part.

26. Forum Selection and Choice of Law. This Contract has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Contract shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Contract. Any action hereon or in connection herewith shall be brought in Leon County, Florida.

27. Document Retention and Audit. The Contractor shall maintain books, records and documents directly pertinent to performance under this Contract in accordance with generally accepted accounting principles consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Contract and for five (5) years following Contract completion. In the event any work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes.

DEP Contract No.: ADM631, Page 6 of 10 http://www.respectofflorida.org/

28. Ownership of Documents. All plans, specifications, maps, computer files, databases and/or reports prepared or obtained under this Contract, as well as data collected together with summaries and charts derived therefrom, shall be considered works made for hire and shall be and become the property of the Department upon completion or termination of this Contract, without restriction or limitation on their use, and shall be made available upon request to the Department at any time during the performance of such services and/or upon completion or termination of this Contract. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, F.S. The Contractor shall not copyright any material and products or patent any invention developed under this Contract.

29. Non-Waiver of Rights. No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by either party under this Contract, shall impair any such right, power or remedy of either party; nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar breach or default thereafter.

30. Tax Exemption. The Contractor recognizes that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Contract. 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 the Contractor or for any taxes levied on employees’ wages. Any exceptions to this paragraph shall be explicitly noted by the Customer on a purchase order or other special contract condition.

31. Disqualification.

A. The employment of unauthorized aliens by any contractor/vendor is considered a violation of

Section 274A(e) of the Immigration and Nationality Act. If the Contractor/vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

B. 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 eligibility 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 State contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the contract term.

32. Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not 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, F.S., for Category Two, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

33. Nondiscrimination.

A. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Contract.

B. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor or consultant under contract with any public entity, and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and posts the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at 850-487-0915.

C. The Contractor must comply with the Americans with Disabilities Act (“ADA”).

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34. Compliance with Applicable Law. The Contractor shall comply with all applicable federal, state and local rules and regulations in providing services to the Department under this Contract. The Contractor acknowledges that this requirement includes, but is not limited to, compliance with all applicable federal, state and local health and safety rules and regulations. The Contractor further agrees to include this provision in all subcontracts issued as a result of this Contract.

35. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer.

36. MyFloridaMarketPlace Transaction Fee.

A. The State of Florida, through the Department of Management Services, has instituted

MyFloridaMarketPlace, a statewide e-procurement system. Pursuant to Section 287.057(22)(c), F.S. (2002), all payments shall be assessed a Transaction Fee of one percent (1%), which the Contractor shall pay the State.

B. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A- 1.031(2), F.A.C. By submission of these reports and corresponding payments, the Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

C. The Contractor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected, returned, or declined, due to the Contractor’s failure to perform or comply with specifications or requirements of the Contract.

D. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees.

VENDORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM

CONDUCTING FUTURE BUSINESS WITH THE STATE.

37. Modifications Required by Law. The Department reserves the right to revise this Contract to include additional language required by federal agency(ies) or other sources awarding funding to the Department in support of this Contract; or to include changes necessitated by DEP rule changes

38. Attorneys Fees. In the event of any legal action to enforce the terms of this Contract, each party shall bear its own attorneys fees and costs.

39. Order of Precedence. In the event of a conflict in terms between any of the components of this Contract, the order of precedence for resolving such conflict shall be as follows (1 being the highest):

1. Body of the Contract;

2. Technical Specifications (Scope of Services);

3. Uniform and Clothing Apparel Specifications;

4. Price Sheet;

5. All other attachments to the Contract;

6. DEP Solicitation No. 2015018C, inclusive of all attachments, addenda and questions and answers to the Solicitation; and,

7. Contractor’s Response to the Solicitation.

40. Interpretation of Contract.

A. Where appropriate: the singular includes the plural and vice versa; references to statutes or regulations include all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; unless otherwise indicated references to Rules are to the adopted rules in the Florida Administrative Code; the words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; unless otherwise indicated references to

DEP Contract No.: ADM631, Page 8 of 10 sections, appendices or schedules are to this Agreement; words such as "herein," "hereof" and "hereunder" shall refer to the entire document in which they are contained and not to any particular provision or section; words not otherwise defined which have well-known technical or construction industry meanings, are used in accordance with such recognized meanings; references to Persons include their respective permitted successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and words of any gender used herein shall include each other gender where appropriate.

B. Unless otherwise specified, lists contained in the Contract shall not be deemed all-inclusive.

Contractor acknowledges and agrees that it had the opportunity and obligation, prior to submission of its Response, to review the terms and conditions of the Contract and to bring to the attention of the Department any conflicts or ambiguities contained therein. Contractor further acknowledges and agrees that it has independently reviewed the Contract with legal counsel, and that it has the requisite experience and sophistication to understand, interpret and agree to the particular language of the terms. Accordingly, if an ambiguity in (or dispute regarding the interpretation of) the Contract shall arise, the Contract shall not be interpreted or construed against the Department, and, instead, other rules of interpretation and construction shall be used.

41. Headings. The headings contained herein are for convenience only, do not constitute a part of this Contract and shall not be deemed to limit or affect any of the provisions hereof.

42. Execution in Counterparts. This Contract may be executed in two (2) or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

43. Remedies. All rights and remedies provided in this Contract are cumulative and not exclusive of any other rights or remedies that may be available to the Department, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Department shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Agreement. No remedy or election hereunder shall be deemed exclusive. A failure to exercise or a delay in exercising, on the part of the Department, any right, remedy, power or privilege hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

44. Integration. This Contract represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Contract shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Contract, unless otherwise provided herein.

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DEP Contract No.: ADM631, Exhibit A, Page 1 of 7

EXHIBIT A

SECTION 3.00 - TECHNICAL SPECIFICATIONS

3.01. Scope of Work. The Contractor shall be responsible for the Scope of Work being performed or provided as described in this Solicitation. These responsibilities shall be carried out through planning, assignment, coordination, inspections, quality control, reporting, and other forms of administrative management required to optimize services and support in compliance with terms specified in this Solicitation.

The Contractor certifies that the services that it shall provide under this Solicitation shall include, but are not limited to, any of the following which are applicable: those operations necessary for ordering, delivery, inventory, customer services, reports and online website catalog.

3.02. Uniforms and Clothing Apparel Requirements. The Specifications for Uniforms and Clothing Apparel are identified in Section 6.00, Uniform and Clothing Apparel Specifications. The Department reserves the right to modify or add additional specifications to the contract.

NOTE: This section supersedes Section 2.00, General Instructions to Respondents (PUR 1001), Section 2.10, Manufacturer’s Name and Approved Equivalents.

3.03. Embroidering. To insure uniformity throughout production, the emblems shall be machine embroidered on Happy-type or similar approved equivalent embroidery machine with automates. The thread shall be rayon yarn, finest quality, regenerated cellulose-type 150/2 denier for large elements and all lettering. Stitch scale shall be sufficient density so as to preclude “bleeding” through the background materials color and uneven mating (register) of color elements in the emblem geometry. There shall be sufficient underlay stitching to give a full three-dimensional appearance to the design. Double thread will not be permitted in any part of this emblem. Single thread stitching shall be used throughout.

3.04. Emblem, Logos, Embellishments. All prices shall include the attachment of necessary logos, emblems, and embellishments. The successful Respondent will be required to furnish emblems and sew on as directed. A pre-production sample of each emblem and/or embellishment shall be required.

The Respondent shall submit (3) three different samples from their company’s current production of emblems of similar size and complexity as the emblem being requested in this Solicitation. These samples must be representative of the Respondent’s highest production standard. Samples will be evaluated to determine compliance with all the characteristics of the requested specifications listed in this Solicitation.

Failure to submit emblem samples for Pre-Approval shall result in the Solicitation response being rejected.

The Department reserves the right to modify specifications to the logos, emblems, and embellishments used in the contract. The Department will give the contractor the modifications thirty (30) days prior to make said changes.

3.05. Fabric. All fabric shall meet standard shrinkage allowance of approximately 2%, be colorfast, and be GUARANTEED WASHABLE. The fabric used is to include a fashion clear finish, soil release that combines with color bright retention, have moisture absorbency, and provide maximum comfort.

3.06. Labeling. All garments must have a care label permanently affixed giving the care instructions and must show the lot number, size, fiber content and Wool Products Label (WPL) number of the garment. The labels for permanent press or fine washables shall reflect specific washing care instructions.

3.07. Measurements. The contractor shall ensure a proper fit of provided garments for all employees.

Measurements furnished to the contractor will be used to determine the standard size and proper fit by the contractor. Upon request by a Customer, the contractor shall measure/fit employees at the employees’ work site, at no additional cost to the Customer, to obtain a proper fit for any employee experiencing problems with measuring and proper fit of the uniform and clothing apparel items. Measurements will be performed within twenty (20) calendar days of request from Customer.

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3.08. Additional Related Items. The Department reserves the right to order other related items from the online catalog website during the period of this contract. Each Respondent shall provide a percentage discount to the Department for other items offered from the online catalog website. These items may be related to uniforms and clothing apparel and accessories, and other special events as requested to fulfill specific needs.

3.09. Additional Services.

A. Have capability to create a printable online catalog website that contains the Department’s Contract pricing. Within sixty (60) calendar days after the award of the contract, the successful Respondent(s) is/are required to furnish to all Customers an online catalog website showing all awarded items, in color, with appropriate descriptions and sizes.

B. Be responsible for the tracking, notification, pick-up, and replacement of all recalled and/or expired items.

C. Provide product and technical knowledge to Customers as needed.

3.10. Business Review Meeting. In order to maintain the partnership between the Department and the Contractor, from time-to-time the Department may request a Business Review meeting. The business review meeting may involve, but not be limited to, the following:

• Review of Contractor’s performance as determined by Service Level Agreement metrics;

• Review of minimum required reports (see Reporting, Section 3.29); and

• Review of potential cost saving opportunities as identified by Contractor.

3.11. Customer Support.

A. The Contractor will have a single point of contact for any customer support. This individual may support multiple Customers.

B. All service representatives must have on-line access to information to provide immediate response to inquiries concerning the status of orders (shipped or pending), delivery information, back-order information, State-wide contract pricing, contracted product offerings / exclusions, contract compliance requirements, and general production information.

C. The Contractor will make all Customers of the contract aware of its existence at the time of order to ensure contractual pricing is made available.

D. The Contract will provide toll-free customer service phone support from 7:00 a.m. (ET) – 6:00 p.m. (ET), Monday through Friday (except State holidays). Telecommunication Device for the Deaf (TDD) access must be made available during the above customer service operating hours.

E. The Contractor will provide an after-hours contact number for use by the Customers for emergency orders after standard customer service operating hours.

F. The Contractor shall be responsible for maintaining an employee measurement database. The data base shall be the property of the Department and will be provided to the Department in an acceptable standard electronic formation upon termination or non-renewal of the contract at no cost to the Department. Personal employee information such as social security number, home address, phone numbers, and email address will not be stored in the database.

G. Contractor will be required to have representative, dealer, or service centers located within the State of Florida.

3.12. Delivery Locations. The Contractor will provide statewide delivery coverage. All purchased items should be shipped directly to the customer location unless specified otherwise by the Customer.

3.13. Delivery Timing. The Contractor shall provide delivery of all items in industry standard size ranges within (10) business days from receipt of order at no extra charge. The Contractor shall provide delivery of

DEP Contract No.: ADM631, Exhibit A, Page 3 of 7 non-industry standard sizes or custom items within thirty (30) business days from receipt of order at no extra charge. On-time delivery will be defined as delivery of order containing industry standard sized items within ten (10) business days of placement of order and delivery of non-industry standard sizes or custom items within thirty (30) business days from receipt of order. Late orders are any industry standard sized items with delivery later than tem (10) business days from receipt of order and delivery of non-industry standard sizes or custom items after thirty (30) business days from receipt of order, unless with approved notification.

Upon receipt of a written request and justification for any extension of delivery time or performance from the Contractor, the Customer may extend the time for performance or delivery of goods or services as agreed upon between the Department and the Contractor.

Contractor, within three (3) business days after receiving a Purchase Order, shall notify the Customer of any potential delivery delays.

NOTE: This section supersedes Section 5.00, General Contract Conditions (PUR 1000), Section 5.11, Transportation and Delivery.

3.14. Department Approved Equivalents and Samples. If the Respondent is bidding an item other than the manufacture and model number specified within this Solicitation, then the Respondent shall obtain pre-approval from the Department for all requested equivalent items. The Respondent shall submit the complete specifications and samples of all requested equivalent items for pre-approval to the Procurement Officer, Section 1.02, by the date and time stated in the Calendar of Events.

The complete specifications shall include the item, fabric, color, and manufactured. These samples shall be sent in a package clearly labeled “Samples” with the Solicitation title and number on the outside of the package. These samples shall be provided at no charge to the Department and shall be used for determining the vendor’s ability to meet specifications. Additionally, all Respondents may be required to provide samples of any product upon request. This may include simply fabric samples, or completed garments. The Department will return samples to the Respondent at the completion of testing and evaluation period if written request and return, postage paid packaging is provided by the Respondent at the time of sample submission. Some items may require more than one sample. The Respondent must indicate on the Response Form (Section 7.00) the requested equivalent items that have been pre-approved.

Failure to obtain pre-approval for any requested equivalent items and/or deviations from the specifications listed in this Solicitation shall result in the Respondent’s Response being rejected.

NOTE: This section supersedes Section 2.00, General Instructions to Respondents (PUR 1001), Section 2.10, Manufacturer’s Name and Approved Equivalents.

3.15. Department Term Contract Online Catalog Website. The Contractor shall develop and maintain a Department Term Contract online catalog website on the Internet to enable access to an ordering of Customers’ specific items from Contractor’s online catalog website for the Department.

The Department Term Contract Online Catalog Website must have the following requirements:

• Customer-specific current contract pricing;

• Detailed item descriptions; pictures when possible;

• Indicators of recycled product and minority manufactured product, when possible;

• Robust search engine capabilities;

• Additional links or information may be placed on the screen to access additional product literature, the Contractor’s home page, the history of the company, etc.

• “Shopping-cart” ordering capability;

• Universal Resource Locator (URL) for the Internet Page must be supplied to the Department prior to the implementation of the contract;

DEP Contract No.: ADM631, Exhibit A, Page 4 of 7

• Password protection to protect Customers’ exclusive items from being purchased by others.