CN-700000-17029-Amd #3.pdf

Amendment #3

ATC-17-029

Inmate Soap

This Amendment (“Amendment”), effective September 30, 2022, to the Agency Term Contract ATC-17-029 (“Contract”) is between the State of Florida, Department of Corrections (“Department”) and Bob Barker Company, Inc. (“Contractor”). The Department and Contractor are collectively referred to herein as the “Parties” and individually as “Party.” All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein.

1.0 MODIFICATIONS

In accordance with Section V. Amendments, of the above-referenced Contract, the following modifications are hereby applied:

1.1 Section VII. Contract Management, is revised as follows:

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

Contract Administrator Bureau of Procurement Florida Department of Corrections 501 S. Calhoun Street, Suite 327 Tallahassee, FL 32399 Telephone: (850) 717-3700 Email: purchasing@fdc.myflorida.com

The Department’s Contract Manager is:

Michael Harrell, Chief Bureau of Security Operations Florida Department of Corrections 501 S. Calhoun Street, Tallahassee, FL 32399-2500 Telephone: (850) 717-3522 Email: Michael.Harrell@fdc.myflorida.com mailto:purchasing@fdc.myflorida.com mailto:Michael.Harrell@fdc.myflorida.com

Amendment #3 Page 2 of 9

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 The Contract Contractor shall be addressed address all communication relating to the Contract to the Contract Manager, or designee.

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

Contractor’s Representative:

Betsy Copeland, Contract Specialist Bob Barker Company, Inc.

7925 Purfoy Road Fuquay-Varina, NC 27526 Telephone: (919) 753-1654 Facsimile: (800) 332-7537 Email: BetsyCopeland@bobarker.com

The Department will direct Aall questions and customer service issues concerning this Contract shall be directed to the Contractor’s Representative above designated contact, person(s) above. It will be the Contractor’s Representative’s designated contact’s person(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’s Contract Manager, or designee if a new employee is designated as the contact person representative for this Contract.

1.2 Section VIII. Termination, A. Termination at Will is revised as follows:

A. Termination at Will

Either Party This Contract may be terminated this Contract by either Party at will, upon no less than 30 dDays’ written notice, unless a shorter period of time is mutually agreed upon by both Parties. A Party shall deliver Nnotice shall be delivered by certified mail (return receipt requested), by other delivery methods of delivery whereby an original signature is obtained, or in person with proof of delivery.

1.3 Section VIII. Termination, B. Termination for Lack of Funds is revised as follows:

B. Termination for to Lack of Funds

If In the event funds to finance this the Contract become unavailable, the Department may terminate the Contract upon no less than 24 hours’ written notice to the Contractor. The Department will deliver Nnotice shall be delivered by certified mail (return receipt mailto:BetsyCopeland@bobarker.com

Amendment #3 Page 3 of 9 requested), facsimile, by other delivery methods 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.

1.4 Section VIII. Termination, C. Termination for Cause is revised as follows:

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, the Department, can may terminate the Contract for cause. The Department may elect to afford, at its exclusive option, an opportunity for the Contractor to cure the breach for cause within 30 calendar dDays upon written notice by the Department. Any breach of this Contract which is still left uncured by the Contractor after the Department has elected to provide 30 calendar dDays to cure (remedy) the breach, may result in the Department’s termination of this Contract upon 24 hours’ written notice by the Department. If the Department does not elect to afford an opportunity for allow the Contractor to cure a breach (e.g., instances of egregious Contractor conduct or other Contractor actions which may be harmful to the Department), the Department may immediately terminate this Contract for cause, upon 24 hours’ written notice to the Contractor, as described in this Section. Notice shall be delivered by certified mail (return receipt requested), in person with proof of delivery, or by another delivery 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 Section 287.1351, F.S. The provisions herein do not limit the Department’s right to remedies at law or to damages or in equity.

1.5 Section X. Subcontracts is revised as follows:

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, or designee, enter into written subcontract(s) for the performance of certain obligations under this Contract. No subcontract, into which the Contractor enters with respect to performance of any obligations, shall in any way relieve the Contractor of any responsibility for the performance of its contractual 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. All subcontractors are subject to the same background check requirements as are referenced in Exhibit A.

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The Contractor may, with the prior written consent of the Department, enter written subcontracts for delivery or performance of services, as indicated in this Contract. No subcontract, into which the Contractor enters for the performance of any of its duties under the Contract, shall in any way relieve the Contractor of any responsibility for the performance of the Contract. All subcontractors, regardless of function, shall comply with the Department’s security requirements, including background checks, and all other Contract requirements. The Department is not authorized to make payments to the subcontractor for services and commodities provided under the Contract.

The Contractor shall make all payments to subcontractors. If the Contractor utilizes a subcontractor, the Contractor shall pay the subcontractor within seven (7) Business Days after any payment is received from the Department, per Section 287.0585, F.S. It is understood, and agreed upon, that the Department shall not be held accountable to any subcontractor for any expenses or liabilities incurred under the subcontract, and that the Contractor is solely responsible to the subcontractor for all expenses and liabilities under the Contract. If the Contractor fails to pay the subcontractor within seven (7) Business Days, the Contractor shall pay the penalty to the subcontractor in the amount of one-half (1/2) of one percent (1%) of the amount due, per Day, from the expiration of the period allowed herein for payment. Such Penalty shall be in addition to actual payments owed and shall not exceed 15% of the outstanding balance due.

1.6 Section XIV, Other Conditions, A. Public Records is revised as follows:

A. Public Records

The Contractor agrees to: (a) keep and maintain public records required by the Department in order to perform the service Contract; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of the requested related 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 cChapter 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 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

Amendment #3 Page 5 of 9 with the information technology systems of the Department. Pursuant to §Section 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 §Section 24(a) of Art. I of the State Constitution and either §Section 119.07(1), F.S. or §119.071, 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 412-2664 Fax: (850) 922-4355 Email: CO.PublicRecords@fdc.myflorida.com Website:https://floridadoc.govqa.us/WEBAPP/rs/(S(mxurvkhn004w tw1eymm15f4x))/SupportHome.aspx

1.7 Section XIV, Other Conditions, C. Disputes is revised as follows:

C. Disputes

Any dispute concerning the performance of the terms of this Contract shall be resolved informally by the Contract Managers Parties. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Department’s Chief Financial Officer (CFO) or designee. The Department’s CFO, or designee, shall decide the dispute, reduce the decision to writing, and deliver a copy to the Parties Contractor’s Representative, the Contract Managers, and the Department’s Contract Administrator.

1.8 Section XIV, Other Conditions, D. Notices is revised as follows:

D. Notices

Unless otherwise required herein, the Parties shall provide Aall notices required or permitted by this Contract shall be given in writing, by mail, and by hand-delivery or email to the respective pParties. All notices by hand-delivery shall be deemed received on the mailto:CO.PublicRecords@fdc.myflorida.com https://floridadoc.govqa.us/WEBAPP/rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx https://floridadoc.govqa.us/WEBAPP/rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx

Amendment #3 Page 6 of 9 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.

1.9 Section XIV, Other Conditions, G. Employee Status is revised as follows:

G. Employee Independent Contractor Status

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

It is the intent of tThe pParties 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’s unemployment insurance law. The pParties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out their Contract duties activities and responsibilities hereunder provided, further that administrative procedure applicable to services rendered under this Contract shall be those of each individual party. Services and commodities provided by each pParty under pursuant to this Contract shall be subject to the supervision of the other each pParty. In performing this Contract providing such services, neither pParty nor its agents shall act as officers, employees, or agents of the other pParty. The pParties agree that they are separate and independent business enterprises, and that each has the ability to pursue other opportunities.

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

1.10 Section XIV, Other Conditions, H. Force Majeure is revised as follows:

H. Force Majeure

Neither pParty 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, pandemics, acts of public enemy, war, riots, civil disturbances, insurrections, strikes, or labor disputes.

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1.11 Section XIV, Other Conditions, I. Annual Appropriation is revised as follows:

I. Annual Appropriation

The State’s of Florida’s and the Department’s performances and obligations duty to pay for goods commodities and or services under this Contract are is contingent upon an annual appropriation by the Legislature. The costs of services paid under any other Contract or from any other source are not eligible for reimbursement payment under this Contract.

1.12 Section XIV, Other Conditions, J. Cooperation with the Florida Senate and Florida House of Representatives is revised as follows:

J. Cooperation with the Florida Senate and Florida House of Representatives

In accordance with Florida law Section 287.058(7), F.S., the Contractor agrees to disclose any requested information, relevant to the performance of this Contract, to members or staff of the Florida Senate of Florida House of Representatives, as required by the Florida Legislature. The Contractor is strictly prohibited from enforcing any nondisclosure clauses conflictive with this requirement.

1.13 In accordance with Sections XI. Price Adjustments, and XII. Additions/Deletions, Revised

Exhibit B, Contractor’s Pricing, is hereby revised and attached hereto.

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ATC-17-029 Page 9 of 9 Amendment# 3

Exhibit B

REVISED

Contractor’s Pricing for

FDC ITB-17-156

Bids Prices must be are firm prices, and shall include all packaging, handling, shipping, and other applicable fees. Vendors shall provide Unit Cost(s) per case Bbelow, then propagate a total for each item is based upon the eEstimated nNumber of cases to be purchased annually. Vendors shall also complete the following Table in its entirety.

Destinations include all sites listed in Attachment II – Delivery Locations

SOAP

(Shall be unwrapped and contain NO ANIMAL FAT)

Item A. Unit Cost per Case

B. Estimated

Number of Cases Purchased Annually

C. Total Annual Price per Item (Product of Column A x B)

1 case of .5 oz.* size bars (1000 bars per case)

37.50 $ 24.33

1,267

47,512.50

$ 30,826.11

1 case of 1.5 oz.* size bars (500 bars per case)

54.00 $ 33.18

6,743

364,122.00

$ 223,732.74

1 case of Maximum Security All in One liquid soap, 4 oz. clear bottles (60 bottles per case)

Item # MS404

Minimum Order: 25 Cases

$ 25.40___ 13,520 $ 343,408.00

GRAND TOTAL PRICE (Sum of Column C) =

755,042.50 $ 597,966.85

*Due to Industry Standard, the actual weight of the soap bar may vary slightly from what is reflected on the packaging.

Bob Barker Company, Inc. 56-1558062

NAME OF VENDOR FEIN#

Original Signature on File 4/6/2017

SIGNATURE OF AUTHORIZED REPRESENTATIVE DATE