CN-700000-17028.pdf

Agency Term Contract

ATC-17-028

Dog Food

This Contract is between the Department of Corrections (Department), an agency of the State of Florida with offices at 501 S. Calhoun Street, Tallahassee, FL 32399, and Baker Feed and Country Store (Contractor).

The Contractor responded to the Department's Invitation to Bid (ITB), FDC ITB-17-145, Dog Food.

The Department has accepted the Contractor's pricing, and enters into this Contract in accordance with the terms and conditions of the ITS.

Accordingly, and in consideration of the mutual promises contained in the Contract, the Department and Contractor agree as follows:

I. Scope of Work

The services and commodities to be provided by the Contractor pursuant to this Contract are defined and described in Exhibits A and B.

II. Contract Term

The initial term of Contract will be for three (3) years. The initial Contract term shall begin on April 17, 2017, or on the last date in which it is signed by all parties, whichever is later.

Ill. Renewal Terms

The Department and the Contractor may renew the Contract in whole or in part, for a renewal term not to exceed three (3) years, or portions thereof, at the same terms and pricing specified in the Contractor's bid, upon mutual agreement of the parties as set forth in the Contract.

IV. Contract

This Contract, together with the following 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 are incorporated in their entirety and form as part of this Contract. The Contract has the following Exhibits:

a) Exhibit A: FDC ITB-17-145 and all Addenda; and

b) Exhibit B: Contractor's pricing to FDC ITB-17-145.

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

a) The Agency Term Contract;

b) Exhibit A: FDC ITB-17-145 and all Addenda; and

c) Exhibit B: Contractor's pricing.

V. Amendments

Agency Term Contract

ATC-17-028

No oral modifications to this Contract are acceptable. All modifications to this Contract except to Section VII Contract Management, must be in writing and signed by both parties. Any future 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 IV, 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 of Form PUR 1000 {10/06), Contract notices may be delivered by email to the Contractor's designated contact person as prescribed in Section VI I.

VII. Contract Management

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

Sean Gellis, Strategic Sourcing Manager Bureau of Procurement Department of Corrections 501 S. Calhoun St., Suite 311 Tallahassee, FL 32399 Telephone: (850) 717-3700 Email: sean.gellis@fdc.myflorida.com

The Department Contract Manager is:

James Pate, Correctional Service Administrator Bureau of Security Operations Florida Department of Corrections 501 S. Calhoun St.

Tallahassee, FL 32399-2500 Telephone: {850) 717-3957 Email: james.pate@fdc.myflorida.com

The Department may appoint a different Contract Administrator or Manager, which will not require an amendment to the Contract, by sending written notice to the Contractor. Any communication to the Department relating to the Contract shall be addressed to the Department's Contract Manager.

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

Primary Contact:

Jennifer Augustine, Office Manager Baker Feed and Country Store 5791 Hwy 4 Baker, FL 32531 Telephone: (850) 537-1000 Email: tony@bakerf eedandcountrystore.com

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

VIII. Termination

A. Termination at Will

This Contract may be terminated by either party at will, including due to an award under competitive procurement, upon no less than 30 written calendar days' notice.

Notice shall be delivered by certified mail (return receipt requested), by other method of delivery whereby an original signature is obtained, or in person with proof of delivery.

B. Termination Because of Lack of Funds

In the event funds to finance this 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 original signature is obtained, or in person with proof of delivery. The Department shall be the final authority as to the availability of funds.

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, which is left uncured after the expiration of 30 days written notice 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 (return receipt requested), in person with proof of delivery, or by another method of delivery whereby an original signature is obtained. If applicable, the Department may employ the default provisions in Chapter 60A-1, Florida Administrative Code. The provisions herein do not limit the Department's right to remedies at law or to damages.

D. Termination By Mutual Agreement

This Contract may be terminated by either party upon no less than 30 calendar days' notice, without cause, unless a lesser time is mutually agreed upon by both parties.

Said notice shall be delivered by certified mail (returned receipt requested) , in person with proof of delivery, or by another method of delivery whereby an original signature is obtained.

E. Termination Because of Unauthorized Employment

Violation of the provisions of Section 27 4A of the Immigration and Nationality Act shall be grounds for unilateral cancellation 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 Department's Contract Manager. The Department shall, at all times, be entitled to assign or transfer its rights, duties, and obligations under this Contract to another governmental agency of the State of 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 the Department's Contract Manager, enter into written Subcontract(s) for performance of certain functions under this Contract. No Subcontract, which the Contractor enters into with respect to performance 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 payments to Subcontractors shall be made by the Contractor.

It is understood and agreed that the Department shall not be liable to any Subcontractor for any expenses or liabilities incurred under the Subcontract and that the Contractor shall be solely liable to the subcontractor for all expenses and liabilities under this Contract.

XI. Price Adjustments

Any price decrease effectuated during the Contract period by reason of market change or special sales offered to other customers shall be passed on to the Department. This shall also apply to all in-place equipment on a rent or lease plan. Price increases are not accepted, unless otherwise stated within the competitive solicitation.

XII. Additions/Deletions

During the term of the Contract, the Department reserves the right to add or delete the number of commodities or services, when considered to be in its best interest. Pricing shall be comparable to amounts awarded. Further, the Department reserves the right to add or delete institutions and/or satellite facilities to the list of delivery locations.

XIII. Delivery

Product(s) shall be shipped as Free on Board (FOB) Destination, and arrive within the time agreed upon between the Contractor and the Department after the order is placed. Deliveries must be made between 8:30 a.m. to 4:00 p.m., Monday through Friday, excluding State holidays, unless otherwise stated herein.

XIV. Other Conditions

A. Public Records

The Contractor agrees to: (a) 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, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Contract if the Contractor does not transfer the records to the Department; and (d) upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department 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 Department, upon request from the Department's custodian of public records, in a format that is compatible with the information technology systems of the Department. Pursuant to §287.058(1)(c), F.S, the Department is allowed to unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from §24(a) of Art. I of the State Constitution and §119.07(1), F.S.

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:

Florida Department of Corrections

ATTN: Public Records Unit 501 South Calhoun Street Tallahassee, Florida 32399-2500 Telephone: (850) 717-3605 Fax: (850) 922-4355 Email: CO.PublicRecords@fdc.myflorida.com

B. Confidentiality

Agency Term Contract

ATC-17-028

The Contractor shall ensure all staff assigned to this Contract maintains confidentiality with reference to individuals receiving 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 subject to confidentiality and disclosure provisions of applicable federal and state statutes and regulations adopted pursuant thereto.

The Contractor agrees to keep all Department personnel information (i.e. FDC staff telephone numbers, addresses, etc.) strictly confidential and shall not disclose said information to any person, unless released in writing by the Department.

C. Disputes

Any dispute concerning performance of the terms of this Contract shall be resolved informally by the Contract Managers. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Chief Financial Officer. The Chief Financial Officer, shall decide the dispute, reduce the decision to writing, and deliver a copy to the parties, the Contract Managers and the Department's 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 of delivery and all notices by email shall be deemed received when they are transmitted 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 (PREA)

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

F. Insurance

ATC-17-028

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insurance at all times during the existence of this Contract. The Contractor accepts full responsibility 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 Department's Contract Manager written verification of such insurance coverage. Such coverage may be provided by a self insurance program 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's liability 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 that the Department and Contractor are independent contractors under this Contract 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 Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The parties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out their activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Contract shall 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 services, neither party nor its agents shall act as officers, employees, or agents of the other party. The parties agree that they are separate and independent enterprises, and that 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 of 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 Department's performances and obligations to pay for goods and services under this Contract 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 reimbursement under this Contract.

J. Cooperation with Inspector General

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

K. Scrutinized Companies Contractor Certification

If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor certifies that they are not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.473, F.S. and 215.4725, F.S. Pursuant to Section 287.135(5), F.S., and 287.135(3), F.S., Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if the Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel during the term of the Contract.

L. Utilization of E-Verify

The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 27 4 of the Immigration and Nationality Act. Such violation shall be cause for unilateral cancellation of this Agreement.

Pursuant to the State of Florida, Office of the Governor, Executive Order Number 11- 116, the Contractor will utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of: (a) all persons employed during the term of the Contract by the Contractor to perform employment duties within Florida within three (3) business days after the date of hire; and (b) all persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Contract with the Department within 90 calendar days after the date the Contract is executed or within thirty (30) days after such persons are assigned to perform work pursuant to the Contract, whichever is later. Refer to http://www.dhs.gov/files/programs/gc_for more information.

CONTRACTOR: BAKER FEED AND COUNTRY

STORE

Signature

Print Name

<!(n /11

STATE OF FLORIDA

DEPARTMENT OF CORRECTIONS

~ lk.t?e~ Bureau of Procurement

5(3/1·1

Date

Approved as to form and legality, subject to execution.

Tt<~M(lf~~ Kenneth &e1y, General Counsel

Jf~/t=t Date

EXHIBIT A

FDC ITB-17-145

Agency Term Contract

ATC-17-028

Bureau of Procurement

INVITATION TO BID (ITS)

FOR

DOG FOOD

FDC ITB-17-145

RELEASED ON

January 11, 2017

By the: .

Florida Department of Corrections

Bureau of Procurement 501 S. Calhoun Street

Tallahassee, FL 32399-2500

(850) 717-3700

. Refer ALL Inquiries to Procurement Officer:

Ridgely Plaines purchasing@fdc.myflorida.com

TABLE OF CONTENTS

ATC-17-028

TIMELINE .............................................................................................................................................. Error! Bookmark not defined.

SECTION 1.0 INTRODUCTORY MATERIALS

1.1 Statement of Purpose

1.2 Contract Term and Renewal

1.3 Conflicts and Order(s) of Precedence

1.4 Definitions

1.5 Specifications

1.6 Estimated Quantities

1.7 Substitutions

1.8 Minimum Order

1.9 Damaged Goods

SECTION 2.0 NON-TECHNICAL SPECIFICATIONS

2.1 Modifications after Contract Execution .,

2.2 Addition/Deletion of Items and Locations

2.3 Summary Reports

2.4 Delivery

2.5 Mandatory Documentation

2.6 Records and Documentation

2.7 Price Page

2.8 Purchasing Card Program (PCard)

2.9 Vendor Ombudsman

2.10 Payment and lnvoiclng

2.11 Contract Management ................................................................................................................................................... 1 O

SECTION 3.0 PROCUREMENT RULES AND INFORMATION

3.1 Instructions to Respondents (PUR1001)

3.2 Bidder Inquiries

3.3 Cost of Bid Preparation

3.4 Instructions for Bid Submittal

3.5 Disclosure of Bid Submittal Contents

3.6 Bid Opening

3.7 Bid Evaluation

3.8 Florida Pref ere nee

3.9 Basis of Award

3.10 Disposal of Bids

3.11 Bid Rules for Withdrawal

3.12 Addenda

3.13 Verbal Instruction Procedure/Discussions

3.14 No Prior Involvement and Conflict of lnteresl

3.15 State Licensing Requirements

3.16 MyFloridaMarketPlace (MFMP) Registration

3.17 Certificate of Authority

3.18 Confidential, Proprietary, or Trade Secret Material

3.19 E·Verify

3.20 Vendor Substitute W-9

3.21 Scrutinized Companies

3.22 Identical Tie Bids

3.23 Rejection of Bids

3.24 Inspector General

3.25 Protest Procedures

SECTION 4.0 SPECIAL CONDITIONS

4.1 General Contract Conditions (PUR1000)

4.2 State Initiatives

4.3 Subcontracts

4.4 Copyrights, Right to Data, Patents and Royalties

4.5 Independent Contractor Status

4.6 Assignment

4. 7 Severability

4.8 Use of Funds for Lobbying Prohibited

4.9 Employment of Department Personnel

4.10 Legal Requirements

4.11 lnsurance

ATIACHMENT I· PRICE PAGE

A TI ACHMENT II • DELIVERY LOCATIONS ....................................................................................... Error! Bookmark not defined.

ATIACHMENT Ill· BIDDER'S CONTACT INFORMATION

ATIACHMENT IV· PURCHASE ORDER TERMS AND CONDITIONS

ATIACHMENTV • CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM

EVENT

Release of ITB

Last day for written inquires and requests for approved equivalents to be received by the

Department

Anticipated Posting of written responses to written inquires

Sealed Bids Due and Opened

Anticipated Posting of

Recommended Award

DATE!TIME

January 11, 2017

January 18, 2017 by 5:00 p.m., Eastern Time

February 8, 2017

February 15, 2017 at 2:00 p.m., Eastern Time

March 15, 2017

TIMELINE

FCC ITB-17-145

Agency Term Contract

ATC-17-028

LOCATION

Vendor Bid System:

httQ://vbs.dms.state.fl.us/vbs/main menu

Submit to:

Florida Department of Corrections Ridgely Plaines, Procurement Officer Email: 11urchasinq@fdc.myflorida.com

Vendor Bid System:

httQ://vbs.dms.state.11.us/vbs/main menu

Submit to:

Florida Department of Corrections Ridgely Plaines, Procurement Officer 501 South Calhoun Street Tallahassee, Florida 32399-2500

Vendor Bid System:

httQ://vbs.dms.state.fl.us/vbs/main menu

SECTION 1.0 INTRODUCTORY MATERIALS

1.1 Statement of Purpose

Agency Term Contract

ATC-17-028

The purpose of this Invitation to Bid (ITB) is to secure competitive Bids, from qualified, responsive, and responsible Bidders to provide and deliver canine food, to various locations for the Florida Department of Corrections (Department), throughout the State of Florida. The Department is issuing this solicitation to establish a new resultant Agency Term Contract (ATC).

1.2 Contract Term and Renewal

As a result of this ITB, the lowest responsive and responsible Bidder will be awarded a three year Agency Term Contract, which may be renewed, for up to three renewal years, or portions thereof, in accordance with Section 287.057(13), Florida Statutes (F.S.), at the same prices, terms, and conditions. Purchases may be accomplished through the issuance of MyFloridaMarketPlace (MFMP) purchase orders.

1.3 Conflicts and Order(s) of Precedence

All Bids are subject to the terms of the following sections of this ITB, which in case of conflict shall have the following order of precedence:

a) Addenda, in reverse order of issuance

b) Invitation to Bid, including attachments

c) General Contract Conditions (Form PUA 1000) (Section 4.1)

d) General Instructions to Respondents (Form PUA 1001) (Section 3.1)

1.4 Definitions

The terms used in this ITB, unless the context otherwise clearly requires a different construction and interpretation, have the following meanings:

Agency Term Contract: A written master agreement between the Department and awarded Bidder, which is mandatory for use by the entire Department, under which purchase orders will be issued.

Bid: A Bidder's response to this ITB, which the Bidder shall submit on approved forms.

Breach of Contract: A failure of the Bidder(s) to perform services, or provide commodities, in accordance with the terms and conditions of the Contract which may result from this ITB.

Contractor: The organization or individual providing services to the Department, in accordance with the terms of the Contract which results from this ITB.

Department: The Florida Department of Corrections (Department).

Deliverables: Those services, items and/or materials provided, prepared and delivered to the Department, in the course of Contract performance. Deliverables shall be more specifically described in definable and verifiable detail in Attachment I, Price Page.

Mandatory Responsiveness Requirements: Terms, conditions, and requirements that must be met by the Bidder to be considered responsive to this solicitation. Failure to meet these responsiveness requirements will cause rejection of a Bid. Any Bid rejected for failure to meet the mandatory responsiveness requirements will not be reviewed further.

Material Deviation(s): The Department has established certain requirements with respect to Bids submitted.

The use of shall, must, or will (except to indicate the future) in this ITB indicates a requirement, or condition, which may not be waived by the Department, except where the deviation is not material. A deviation is material if, in the Department's sole discretion, the deficient response is not in substantial accord with the ITB's requirements, provides an advantage to one Bidder over other Bidders, has a potentially significant effect on the quantity or quality of items bid, or on the cost to the Department. Material deviations cannot be waived, and shall be the basis for determining a Bid non-responsive.

Minor Irregularity: A variation from the ITB terms and conditions, not affecting the price, or giving the Bidder an advantage or benefit not enjoyed by other Bidders; does not adversely impact the interests of the Department. A minor irregularity will not result in a rejection of a Bid. ·

PCard: Refers to the State of Florida's purchasing card program which uses the Visa platform.

Responsible Vendor: A Bidder who has the capability to fully perform all aspects of the resultant Contract requirements, and the integrity and reliability that will assure good faith performance.

Responsive Bid: A Bid, submitted by a responsible Bidder, which conforms to all material aspects of the solicitation.

Specifications: The detailed conditions of the Contract, detailed technical specifications, and other descriptions of the work, as set forth in the Contract documents.

Vendor or Bidder: A legally qualified corporation, partnership, person, or other entity, submitting a Bid to the Department, in response to this ITS.

1.5 Specifications

The specifications for the items to be utilized under this ITB, and resulting Contract, are indicated below.

Brand (or approved Protein Fat Bag Size equivalent)

Black Gold Performance 26% 18% 50 Pound (lbs.)

The successful Bidder shall furnish the product specified or an approved equivalent. Requests for approved equivalents must be submitted in writing to purchasing@fdc.myflorida.com prior to the deadline for questions included on the Timeline, on Page 4.

1.6 Estimated Quantities

Estimated annual quantities are listed in Attachment I, Price Page. The quantities listed are estimates, given only as a guideline for preparing a Bid, and should not be construed as representing actual quantities to be purchased under any resulting Contract.

1.7 Substitutions

The Bidder will be required to provide only the product(s) awarded. Substituted products delivered, or provided to the Department without prior approval by the Contract Administrator, are prohibited, may be returned at the Bidder's expense, and may lead to termination of the Contract.

In the event the product specified can no longer be provided for reasons beyond the Bidder's control (i.e.

product discontinuance), the Bidder shall provide an alternate product request to the Department's Contract Administrator. The substituted product must meet (or exceed) all terms, conditions, and specifications applicable to the originally specified product. A product sample for review may be required by the Department prior to acceptance.

1.8 Minimum Order

There is no minimum order.

1.9 Damaged Goods

The Bidder shall be responsible for filing, processing, and collecting all damage claims. However, to assist the Bidder in the expeditious handling of damage claims, the ordering institution will:

1) Record any evidence of visible damage on all copies of the delivery carrier's Bill of Lading;

2) Report damage (visible or concealed) to the carrier, and Contract supplier, confirming such reports, in writing, within fifteen (15) days of delivery, requesting that the carrier inspect the damaged merchandise;

3) Retain the item and its shipping container, including inner packing material, until inspection is performed by the carrier, and disposition given by the Contract supplier; and

4) Provide the Bidder with a copy of the carrier's Bill of Lading, and Damage Inspection Report.

SECTION 2.0 NON-TECHNICAL SPECIFICATIONS

2.1 Modifications after Contract Execution

During the term of the Contract, the Department may unilaterally require changes (altering, adding to, or deducting from the specifications), provided such changes are within the general scope of this solicitation.

The Bidder may request an equitable adjustment in the price(s) or delivery date(s), if the change affects the cost or time of performance. Such equitable adjustments require the express written approval of the Department.

The Department shall provide written notice to the Bidder thirty (30) days in advance of any Department required changes to the technical specifications, and/or scope of service, which affect the Bidder's ability to provide the service as specified herein. Any changes, other than purely administrative changes, will require a written change order or formal Contract amendment.

2.2 Addition/Deletion of Items and Locations

The Department reserves the right to add or delete locations or items from this Bid, or resulting Contract, when deemed to be in its best interest. Pricing shall be comparable to amounts awarded as a result of this

ITS.

2.3 Summary Reports

The Bidder shall provide the Department a report of resultant Contract sales within thirty (30) days of the end of each quarter (March, June, September and December). The report shall summarize, at a minimum: total number of units sold during the quarter, total dollar value of units sold during the quarter, total number of units sold by delivery location, total number of units sold and total dollar value sold for the entire Contract term to date. The Department may, at its discretion, develop the format the Bidder must use for reporting. Any report format developed by the Department shall be incorporated into, and shall become a part of, the original resultant

. Page 16 of 38

Contract. A summary report shall also be required for time periods that include less than three full months of business (such as, the beginning or end of the Contract term). Failure to provide this information within thirty

(30) calendar days following the end of each quarter may result in the termination of the Contract.

2.4 Delivery

Product(s) shall be shipped Free on Board (F.O.B): Destination within thirty (30) days after receipt of an order. · Deliveries must be made between 8:30 a.m. and 4:00 p.m., Monday through Friday, excluding state holidays, unless otherwise stated herein or on a subsequent purchase order.

Delivery locations are specified in Attachment II: Delivery Locations. The Vendor may navigate to http://www.dc.state.fl.us/facilities/ to view regional maps for addresses of facilities.

2.5 Mandatory Documentation

All Bidders must submit the following mandatory documentation with their Bid:

1) Price Page (Attachment I)

2) Florida Preference letter, if applicable, as outlined in Section 3.8;

3) Respondent's Contact Information: Attachment Ill ;

4) Certification of Drug Free Workplace Program form (Attachment V), if applicable.

2.6 Records and Documentation

To the extent that information is utilized in the performance of the resulting Contract or generated as a result of it, and to the extent that information meets the definition of "public record," as defined in Section 119.011 (1 ), F.S., said information is recognized by the parties to be a public record and, absent a provision of law or administrative rule or regulation requiring otherwise, shall be made available for inspection and copying by any person upon request as provided in Chapter 119, F.S. The Bidder agrees to: (a) keep and maintain public records required by the Department in order to perform the seNice; (b) upon request from the Department's custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Bidder does not transfer the records to the Department; and (d) upon completion of the contract, transfer, at no cost, to the Department all public records in possession of the Bidder or keep and maintain public records required by the Department to perform the seNice. If the Bidder transfers all public records to the Department upon completion of the contract, the Bidder shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Bidder keeps and maintains public records upon completion of the contract, the Bidder shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department's custodian of public records, in a format that is compatible with the information technology systems of the Department. Unless a greater retention period is required by state or federal law, all documents pertaining to the program contemplated by this ITS shall be retained by the Bidder for a period of five (5) years after the termination of the resulting contract or longer as may be required by any renewal or extension of the Contract. Pursuant to Section 287.058(1 )(c), F.S., the Department is allowed to unilaterally cancel the Contract for refusal by the Bidder to allow public access to all documents, papers, letters, or other material made or received by the

Bidder in conjunction with the contract, unless the records are exempt from Section 24(a) of Art. I of the State Constitution and Section 119.07(1 ), F.S.

The Bidder further agrees to hold the Department harmless from any claim or damage including reasonable attorney's fees and costs or from any fine or penalty imposed as a result of failure to comply with the public records law or an improper disclosure of confidential information and promises to defend the Department against the same at its expense.

2.7 Price Page

The Bidder shall complete, sign, date, and return Attachment I, Price Page. By submitting a Bid under this ITS, each Bidder warrants its agreement to the prices identified. Bids should be submitted with the most favorable pricing terms the Bidder can offer the State. Any modifications, counter offers, deviations, or challenges will not be accepted, and may render a Bid non-responsive.

If a submitted Price Page includes inconsistencies, inaccuracies, or is incomplete, it may be rejected by the Department. All calculations will be reviewed and verified. The Department may correct mathematical errors;

however, in the event of any miscalculation, unit prices shall prevail.

2.8 Purchasing Card Program (PCard)

The State of Florida has implemented use of a PCard, using the Visa platform. Upon mutual agreement of both parties, the Bidder may receive payments via the PCard in the same manner as other Visa purchases.

To find out more about the State's purchasing card program visit: www.dms.myflorida.com.

2.9 Vendor Ombudsman

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted by calling the Department of Financial Services' Toll Free Hotline, 1·800-342-2762.

2.10 Payment and Invoicing

The Contract resulting from this ITB will be at a fixed-rate. The Department will compensate the successful Bidder for the delivery of commodities, as specified in Attachment I, Price Page. All charges must be billed in arrears, in accordance with Section 215.422, F.S. The Department requires a single invoice, on a monthly billing cycle, for commodities and services provided. The Bidder must include any and all supporting documentation, as well as its name, mailing address, tax identification (ID) number/FEIN, Contract number, purchase order number, dates of service, and items provided.

2.11 Contract Management

2.11.1 Department's Contract Manager

The Contract Manager for this Contract will be:

James Pate Correctional Service Administrator Bureau of Security Operations Florida Department of Corrections

501 S. Calhoun Street Tallahassee, Florida 32399-2500

The Contract Manager will:

1) Serve as the liaison between the Department and the Bidder;

2) Verify receipt of the deliverables from the Bidder, if applicable;

3) Submit requests for change orders, if applicable;

Agency Term Contract

ATC-17-028

4) Review, verify, and approve invoices from the Bidder, if applicable;

5) Communicate with the Contract Administrator to process all amendments, renewals and termination of the Contract; and

6) Evaluate Bidder performance. This evaluation will be placed on file and will be considered if the Contract is subsequently used as a reference in future procurements.

The Contract Manager may delegate the following functions to the designated Department staff:

1) Verifying deliverables received from the Bidder;

2) Monitoring the Bidder's performance; and

3) Reviewing, verifying and approving invoices.

2.11.2 Contract Administrator

The Contract Administrator for this Contract will be:

ATC Administrator Purchasing Manager Bureau of Procurement Florida Department of Corrections 501 S. Calhoun, Suite 311 Tallahassee, FL 32399 Telephone (850) 717-3700 Email: purchasing@fdc.myflorida.com

The Contract Administrator will:

1) Maintain the Contract Administration file, which is the official Contract file of record;

2) Process all Contract amendments, renewals and requests for termination; and

3) Maintain the official records of all formal correspondence between the Department and the Bidder provided by the Contract Manager for filing in the Contract Administration file.

SECTION 3.0 PROCUREMENT RULES AND INFORMATION

3.1 Instructions to Respondents (PUR1001)

The General Instructions to Respondents are outlined in form PUA 1001, which is a downloadable document incorporated in this ITB by reference. Any terms and conditions set forth within this ITB document shall supersede any and all conflicting terms and conditions set forth within form PUR 1001. There is no need to return this document with the response. This link is to PUR1001 http://dms.myflorida.com/content/download/2934/11780.

3.2 Bidder Inquiries

Questions related to this ITB must be received in writing, via email, by the Procurement Officer listed below, within the time indicated in the Timeline. Oral inquiries, or those submitted after the period specified in the Timeline, will not be acknowledged.

Responses to written questions will be posted on the Vendor Bid System (VBS) on or about the date referenced in the Timeline. The VBS is located at: http://vbs.dms.state.fl.us/vbs/main menu.

Procurement Officer Contact Information Ridgely Plaines, Procurement Officer Bureau of Procurement Florida Department of Corrections Email: purchasing@fdc.myflorida.com

Between the release of the solicitation, and the end of the seventy-two (72) hour period following posting of notice of intention to award the seventy-two (72) hour period excludes Saturdays, Sundays, and State holidays), Bidders responding to this solicitation, or persons acting on their behalf, may not contact any employee, or officer, of the executive, or legislative branches of government, concerning any aspect of this solicitation, except in writing to the Procurement Officer as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response, as per Section 287.057(23), F. S.

Any person requiring special accommodation in responding to this solicitation, because of a disability, should call the Bureau of Procurement, at 850-717-3700, at least five days prior to any pre-solicitation conference, solicitation opening or meeting. For the hearing or speech impaired, please contact the Bureau of Procurement by using the Florida Relay Service, which can be reached at 1-800-955-8771 (TDD).

Interested parties are encouraged to carefully review all the materials contained herein and prepare Bids accordingly.

3.3 Cost of Bid Preparation

Neither the Department, nor the State of Florida, are liable for any costs incurred by a Bidder in response to this ITB.

3.4 Instructions for Bid Submittal

Each Bid response shall be prepared simply and economically, providing a straightforward, concise delineation of the Bidder's capabilities to satisfy the requirements of this ITB. Elaborate bindings, colored displays, and promotional material are discouraged. Emphasis in each Bid must be on completeness and clarity of content. In order to expedite the review of Bids, it is essential that Bidders follow the format and instructions:

1) Bids may be sent by U.S. Mail, Courier, Overnight, or hand delivered to the location indicated in the Timeline. Electronic submission of Bids will not be accepted for the ITB;

2) All Bids must be submitted in a sealed envelope/package with the relevant ITB number and the date and time of the Bid opening clearly marked on the outside of the envelope/package;

3) It is the Bidder's responsibility to assure its Bid submittal is delivered to the proper place and time as stipulated in the Timeline. The Department's clocks will stamp Bids received, and provide the official time for Bid opening;

4) Late Bids will not be accepted; and

5) Bidders must submit one (1) original Bid, and one (1) electronic copy in PDF format on a CD. The electronic copy must contain the entire Bid, as submitted, including all supporting and signed documents. If the Bidder submits a redacted copy of the Bid, as outlined in Section 3.18, then the Bidder should submit one (1) redacted hard copy and one (1) redacted electronic copy, in PDF format (in addition to the non-redacted version), on CD. CDs submitted should not be password protected.

3.5 Disclosure of Bid Submittal Contents

All documentation produced as part of this solicitation shall become the exclusive property of the Department, and may not be removed by the Bidder or its agents. All replies shall become the property of the Department and shall not be returned to the Bidder. The Department shall have the right to use any or all ideas, or adaptations of the ideas, presented in any reply. Selection or rejection of a Bid shall not affect this right.

3.6 Bid Opening

Bids are due, and will be publicly opened, at the time, date, and location specified in the Timeline. Bid responses received late (after Bid opening date and time) will not be accepted, nor considered, and modification by the Bidder of submitted Bids will not be allowed, unless the Department has made a request for additional information. Department staff will not be held responsible for the inadvertent opening of a Bid response if it is not properly sealed, addressed or identified. The name of all Bidders submitting Bids will be made available to interested parties, upon written request to the Procurement Officer.

3.7 Bid Evaluation

Bids that do not meet the requirements specified in this ITB may be considered non-responsive. The Department reserves the right to accept, or reject, any and all responses, or separable portions thereof, and to waive any minor irregularity, technicality, or omission(s), if the Department determines that doing so will serve its best interest(s). The Department may reject any response not submitted in the manner specified by the solicitation documents.

3.8 Florida Preference

In accordanc~ with Section 287.084, F.S., a Vendor whose principal place of business is located outside of the State of Florida. must accompany their Bid response documents with a written letter, signed by an attorney at law, licensed to practice law in the State where their principal place of business is located, describing the preferences granted by that State (if any) to its own business entities in the award of public contracts. The written document must identify either the preference granted or contain a statement specifying that no preferences are granted.

When the lowest responsible and responsive Bid is submitted by a Bidder whose principal place of business is located outside the State of Florida, a five percent price preference shall be awarded, unless the State, where the out-of -state Bidder is located, provides a different price preference for businesses having a principal place of business in that State, as indicated on the letter returned. In that case, the same price preference shall be granted to the lowest responsible and responsive Bidder whose principal place of business is located in the State of Florida responding to this competitive solicitation.

3.9 Basis of Award

A single award shall be made to the lowest responsive, responsible Bidder with the lowest cumulative, Grand Total, as specified in Attachment I, Price Page.

In the event the low cost Bidder is found non-responsive, the Department may proceed to the next lowest cost responsive Bidder and continue the award process.

Bids must be firm prices, and where products are included, shall include all packaging, handling, shipping and delivery charges, and environmental & fuel service fees.

3.10 Disposal of Bids

All Bids become the property of the State of Florida and will be a matter of public record, subject to the provisions of Chapter 119, F.S.

3.11 Bid Rules for Withdrawal

A submitted Bid may be withdrawn by sending a written request for its withdrawal to the Department. The withdrawal request must be signed by an authorized representative of the Bidder, and must be received within 72 hours after the Bid submission date indicated in the Timeline. Any submitted Bid shall remain valid for 180 days from the Bid submission date, unless a different amount of time is indicated by the Department.

3.12 Addenda

If the Department deems ii necessary to supplement, modify, or interpret any portion of the solicitation or exhibits, addenda and materials relative to this procurement, information will be posted on the Vendor Bid System (http://vbs.dms.state.fl.us/vbs/main menu). Interested parties are responsible for monitoring this site for new, changing, or clarifying information relative to this solicitation.

3.13 Verbal Instruction Procedure/Discussions

The Bidder shall not initiate, or execute, any negotiation, decision, or action arising from any verbal discussion with any State employee. Only written communications from the Department's Procurement Officer are considered duly authorized expressions on behalf of the State. Additionally, only written communications from a Bidder are recognized as duly authorized expressions on behalf of the Bidder. Any discussion by a Bidder with any employee, or representative of the Department, involving cost or price information, occurring prior to posting of the Notice of Agency Decision, may result in rejection of said Bidder's response.

3.14 No Prior Involvement and Conflict of Interest

Section 287.057(17)(c), F.S., provides, "A person who receives a contract that has not been procured pursuant to Subsections (1 )·(3) to perform a feasibility study of the potential implementation of a subsequent contract, who participates in the drafting of a solicitation or who develops a program for future implementation, is not eligible to contract with the agency for any other contracts dealing with that specific subject matter, and any firm in which such person has any interest is not eligible to receive such contract. However, this prohibition does not prevent a Vendor who responds to a request for information from being eligible to contract with an agency."

The Department considers participation in a solicitation to be any actions related to the decision, approval, disapproval, recommendation, preparation of any part of a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or functioning in any other advisory capacity.

The Bidder shall not compensate, in any manner, directly or indirectly, any officer, agent or employee of the Department, for any act or service which they may do, or perform, for, or on behalf of, any officer, agent, or employee of the Bidder. Officers, agents, or employees of the Department shall not have any interest, directly or indirectly, in any Contract or purchase made, or authorized to be made, by anyone for, or on behalf of, the Department.

The Bidder shall have no interest, and shall not acquire any interest, that conflicts in any manner, or degree, with the performance of the services…