CN-700000-17008.pdf

FLORl~A DEPARTMENT OF CORRECTIONS i Office of Administration

I I

Age~cy Term Contract l ATC-17-008

Food Service Smal~ Ware Items/Kitchen Equipment

This Contract is between the State of Florlda, Department of Corrections (Department), an agency of the State of Florida with offices at 501 $. Calhoun Street, Tallahassee, FL 32399, and Sarasota Restaurant EQ (Contractor).

The Contractor responded to the Departnj1ent's Invitation to Bid (ITB ), No: FDC ITB-15-161, Food Service Small Ware Items/Kitchen Equi~ment. The Department has accepted the Contractor's bid, pricing, terms, and conditions, and e~ters into this Contract in accordance with the terms and conditions of the ITB. 1

Accordingly, and in consideration of the ~utual promises contained herein, the Department and Contractor agree as follows: ·

I. Scope of Work

The services and commodities to be pr~vided by the Contractor pursuant to this Contract are defined and described in Exhibit A, FDC lh"B-15-161 and all Addenda, and Exhibit B, Contractor's Pricing to FDC ITB-15-161.

II. Contract Term

The initial term of Contract will be for lthree years. The initial Contract term shall begin on September 15, 2016, or on the last date ih which it is signed by all parties, whichever is later.

Ill. Renewal Terms

The Department and the Contractor mat renew the Contract in whole or in part, for a renewal term not to exceed three years, or po~ions thereof, at the renewal pricing specified in the Contractor's original submission, upon mutual agreement of the parties as set forth in the Contract. '

IV. Contract

This Contract, together with the followin~ attached documents (Exhibits), sets forth the entire understanding of the parties and supersedes all prior agreements, whether written or oral, with respect to such subject matter.

All Exhibits attached to this Contract ar~ incorporated in their entirety and form as part of this Contract. The Contract has the following ~xhibits:

a) Exhibit A: FDC ITB-15-161 and all A~denda

b) Exhibit B: Contractor's Pricing to FD¢ ITB-15-161

In case of conflict, the documents shall hav~ priority in the order listed:

a) The Contract

b) Exhibit A: FDC ITB-15-161 and all Ac!ldenda

c) Exhibit B: Contractor's Pricing to FD¢ ITB-15-161

V. Amendments

Agency Term Contract

ATC-17-008

No oral modifications to this Contract are actceptable. All modifications to this Contract must be in writing and signed by both parties. Any fWture amendments of the Contract, which alter the definition of the services, shall define the services in the same format as Exhibit A.

Notwithstanding the order listed in Section lV, amendments issued after Contract execution may expressly change the provisions of the Contract. If an amendment expressly alters the Contract, then the most recent amendment will take precedence.

VI. Contract Notices

In addition to the provisions in Section 38 <pf Form PUR 1000 (10/06), Contract notices may be delivered by email to the Contractor's desigr,ated contact person as prescribed in Section VII.

VII. Contract Management

The Department employee who is primarily responsible for maintaining the Contract Administration file is:

Tania Cowan, Purchasing Manager Bureau of Support Services Department of Corrections 501 S. Calhoun, Suite 311 Tallahassee, FL 32399 Telephone (850) 717-3700 Email: Tania.Zorn@fdc.myflorida.com

The Department Contract Manager is:

Shane Phillips, Bureau Chief Bureau of Contract Management & Monitoriing Department of Corrections 501 S. Calhoun, Suite 311 Tallahassee, FL 32399-2500 Telephone (850) 717-3700 Email: Shane.Phillips@fdc.myflorida.com

Agency Term Contract

ATC-17-008

The Department may appoint a different Cohtract Administrator or Manager, which will not require an amendment to the Contract, by sendinQ written notice to the Contractor. Any communication to the Department relating to the Contract ~hall be addressed to the Contract Manager.

The Contractor has assigned the following individuals to serve as the designated contact person for this Contract:

Cheryl Dufrene Sarasota Restaurant EQ 1126 N. Lime Ave.

Sarasota, FL 34237 Telephone (504) 330-6238 Facsimile (985) 542-6560 Email: cheryl@alack.com

All questions and customer service issuas concerning this Contract shall be directed to the Contractor's designated contacts. It will bel the designated contact's responsibility to coordinate with necessary Department personnel, as ~quired, to answer questions and resolve issues. The Contractor must provide written notice to th~ Department if a new employee is designated as the contact person for this Contract.

VIII. Termination

A. Termination at Will

This Contract may be terminat$d by either party at will, including due to an award under competitive procurement,! upon no less than 30 written calendar days notice or a shorter time period as mutu~lly agreed upon by both parties. Notice shall be delivered by certified mail (ret~rn receipt requested), by other method of delivery whereby an original signature isfobtained, or in person with proof of delivery.

B. Termination Because of Lack ofl Funds

In the event funds to finance thi~ Contract become unavailable, the Department may terminate the Contract upon no less than 24 hours notice in writing to the Contractor.

Notice shall be delivered by certified mail (return receipt requested), facsimile, by other method of delivery whereby an ~riginal signature is obtained, or in person with proof of delivery. The Department sh~II be the final authority as to the availability of funds.

C. Termination for Cause

If a breach of this Contract occµrs by the Contractor, which is left uncured after the expiration of 30 days written notite by the Department, the Department may, by written notice to the Contractor, terminate this Contract upon 24 hours notice. Notice shall be delivered by certified mail (returh receipt requested), in person with proof of delivery, or by another method of delitery whereby an original signature is obtained. If applicable, the Department m~y employ the default provisions in Chapter 60A-1, Florida Administrative Code. Tthe provisions herein do not limit the Department's right to remedies at law or to damag~s.

D. Termination Because for Unauthorized Employment

Violation of the provisions of Se~tion 27 4A of the Immigration and Nationality Act shall be grounds for unilateral cancelation of this Contract.

IX. Assignment

The Contractor shall not assign its responsibilities or interests under this Contract to another party without prior written approval of the Depa~ment's Contract Manager. The Department shall, at all times, be entitled to assign or transfer i~ rights, duties, and obligations under this Contract to another governmental agency of the State pf Florida upon giving written notice to the Contractor.

X. Subcontracts

The Contractor is fully responsible for all work performed under this Contract. The Contractor may, upon receiving written consent from ~e Department's Contract Manager, enter into written subcontract(s) for performance of certain •unctions under this Contract. No subcontract, which the Contractor enters into with respect to p~rformance of any of its functions under this Contract, shall in any way relieve the Contractor of any responsibility for the performance of its duties. All

I payments to subcontractors shall be made! by the Contractor.

It is understood and agreed that the Depa~ment shall not be liable to any subcontractor for any expenses or liabilities incurred under the s4bcontract and that the Contractor shall be solely liable to the subcontractor for all expenses and li~bilities under this Contract.

XI. Price Adjustments

Any price decrease effectuated during the ~ontract period by reason of market change or special sales offered to other customers shall be ~assed on to the Department. This shall also apply to all in-place equipment on a rent or lease pl~n. Price increases will be handled in accordance with Section 2.1 of Exhibit A.

XII. Additions/Deletions

During the term of the Contract, the Departtnent reserves the right to add or delete the number of commodities or services, when consideredito be in its best interest. Pricing shall be comparable to amounts awarded. Further, the Depa~ment reserves the right to add or delete institutions and/or satellite facilities to the list of delive~ locations.

XIII. Delivery

Product(s) shall be shipped as freight on lboard (FOB) Destination, and arrive within the time agreed upon between the Contractor and ~he Department after the order is placed. Deliveries iPage 4 of 8

Agency Tenn Contract must be made between 8:30 a.m. to 4:00 pl.m., Monday through Friday, excluding State holidays, unless otherwise stated herein or on a sub~equent Contract.

XIV. Other Conditions

A. Public Records Law

The Contractor agrees to: (a)i keep and maintain public records required by the Department in order to perform the service; (b) upon request from the Department's custodian of public records, prtovide the Department with a copy of the requested records or allow the records to lbe inspected or copied within a reasonable time at a cost that does not exceed the 4ost provided in this chapter or as otherwise provided by law; (c) ensure that public rebords that are exempt or confidential and exempt from public records disclosure requir~ments are not disclosed except as authorized by law for the duration of the contracti term and following completion of the Contract if the Contractor does not transfer th$ records to the Department; and (d) upon completion of the Contract, transfer, at no c~st, to the Department all public records in possession of the Contractor or keep and rhaintain public records required by the Department to perform the service. If the Con~ractor transfers all public records to the Department upon completion of the Contr~ct. the Contractor shall destroy any duplicate public records that are exempt or co~fidential and exempt from public records disclosure requirements. If the Contractor lkeeps and maintains public records upon completion of the Contract, the Contracto~ shall meet all applicable requirements for retaining public records. All records stor~d electronically must be provided to the Department, upon request from the Departn!lent's custodian of public records, in a format that is compatible with the informatiorl technology systems of the Department. Pursuant to §287.058(1 )(c), F.S, the Depanlment is allowed to unilaterally cancel the Contract for refusal by the Contractor to all~w public access to all documents, papers, letters, or other material made or receive~ by the Contractor in conjunction with the Contract, unless the records are exempt from §24(a) of Art. I of the State Constitution and §119.07(1 ), F.S.

If the Contractor has ~uestions regarding the application of Chapter 119, Florida Statutes, to the Contractor's duty to provide public record~ relating to this Contract, contact the custodian of public recprds at:

Florida Department of ¢orrections ATTN: Public Records µnit 501 South Calhoun Stn!tet Tallahassee, Florida 32399-2500 Telephone: (850) 717-3605 Fax: (850) 922-4355 , Email: CO.PublicRecords@h!ail.dc.state.fl.us iPage 5 of 8

B. Confidentiality

ATC-17-008

The Contractor shall ensure all ~taff assigned to this Contract maintains confidentiality with reference to individual reteiving services in accordance with applicable local, state, and federal laws, rules and regulations. The Department and the Contractor agree that all information and records obtained in the course of providing services under this Contract shall be slibject to confidentiality and disclosure provisions of applicable federal and state statutes and regulations adopted pursuant thereto.

The Contractor agrees to kee~ all Department personnel informat1on (i.e. FDC staff telephone numbers, addresse~. etc.) strictly confidential and shall not disclose said information to any person, unle$s released in writing by said Department.

C. Disputes

Any dispute concerning performance of the terms of this Contract shall be resolved informally by the Contract Man$gers. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Director, Office of Administration. The Director, Office of Administratibn, shall decide the dispute, reduce the decision to writing, and deliver a copy to ihe parties, the Contract Managers and the Contract Administrator.

D. Notices

All notices required or permitted by this Contract shall be given in writing and by hand delivery or email to the respective parties. All notices by hand-delivery shall be deemed received on the date bf delivery and all notices by email shall be deemed received when they are transmi~ed and not returned as undelivered or undeliverable.

Both parties may change their contact information and Contract Manager by written notice given to the other party as provided above.

E. Prison Rape Elimination Act (PfR,EA)

The Contractor shall report anyi violations of the Prison Rape Elimination Act (PREA) Federal Rule 28 C.F .R. Part 115 to the Department's Contract Manager.

F. Insurance

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insuranc$ at all times during the existence of this Contract. The Contractor accepts full respon~ibility for identifying and determining the type(s) and extent of insurance necessary to provide reasonable financial protection for the Contractor and the Department under this Contract. Upon the execution of this Contract, the Contractor shall furnish the Contract Manager written verification of such insurance coverage. Such coverage may be provided by a self-insurance program

'Page 6 of 8 established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance where appropriate.

If the Contractor is a state agency or subdivision as defined in Section 768.28, F.S., the Contractor shall furnish the Department, upon request, written verification of liability protection in accordance with Section 768.28, F.S. Nothing herein shall be construed to extend any party'siliability beyond that provided in Section 768.28., F.S.

G. Employee Status

This Contract does not create an employee/employer relationship between the parties.

It is the intent of the parties mat the Department and Contractor are independent contractors under this Contratjt and neither is the employee of the other for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the FederallUnemployment Tax Act, the provisions of the Internal Revenue Code, the State Worklers Compensation Act, and the State unemployment insurance law. The parties s~all each retain sole and absolute discretion in the judgment of the manner and m~ans of carrying out their activities and responsibilities hereunder provided, further th~t administrative procedures applicable to services rendered under this Contract shcjlll be those of each individual party. Services provided by each party pursuant to this Contract shall be subject to the supervision of each party. In providing such servi~s. neither party nor its agents shall act as officers, employees, or agents of the oth$r party. The parties agree that they are separate and independent enterprises, and th~t each has the ability to pursue other opportunities.

This Contract shall not be construed as creating any joint employment relationship between the Parties and neither party will be liable for any obligation incurred by the other party, including, but not !limited to, unpaid minimum wages and/or overtime premiums.

H. Force Majeure

Neither party shall be liable for!loss or damage suffered as a result of any delay or failure in performance under this Contract or interruption or performance resulting directly or indirectly from acts ¢,f God, fire, explosions, earthquakes, floods, water, wind, lightning, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, strikes, or labor disputes.

I. Annual Appropriation

The State of Florida's and the ~epartment's performances and obligations to pay for goods and services under this Oontract are contingent upon an annual appropriate by the Legislature. The costs of services paid under any other Contract or from any other source are not eligible for reimb~rsement under this Contract.

J. Cooperation with Inspector Gerleral

ATC-17-008

In accordance with Section. 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperat~ with the Inspector General in any investigation, audit, inspection, review, or hearing cpncerning this Contract.

The Department and Contractor hereby \agree to the terms and conditions set forth in this Contract. IN WITNESS THEREOF, the! parties hereto have caused this Agreement to be executed by their undersigned officials as ~uly authorized.

CONTRACTOR: Sarasota Restaurant EQI

Print Nam fl ~~ d£2l~

STATE OF FLORIDA

DEPARTMENT OF CORRECTIONS

Director ·

?J;si& D te I

Approved as to form and legality, subject to execution.

1"111~ /Jvz~~ Kenneth s. steely, General Counsel

Cf la 11 lo Date

~age 8 of 8