CN-700000-22009.pdf

Agency Term Contract

ATC-22-009

Food Service Smallware Items and Kitchen Equipment

This Contract is between the State of Florida, Department of Corrections (“Department”) and CVK Enterprises, Inc. dba Federal Supply USA. (“Contractor”).

WITNESSETH

WHEREAS, the Department and Contractor are collectively referred to herein as “Parties,” and individually as a “Party,” and capitalized terms shall have the meanings assigned to them in the Contract, unless otherwise defined herein;

WHEREAS, the Contractor responded to the Department’s Invitation to Bid (ITB), No: FDC ITB- 22-009, Food Service Smallware Items and Kitchen Equipment; and

WHEREAS, the Department has accepted the Contractor’s Bid and enters into the Contract in accordance with the terms and conditions of ITB-22-009.

THEREFORE, and in consideration of the mutual promises contained herein, the Parties agree as follows:

I. Definitions

A. Agency Term Contract (ATC or Contract): A written agreement between the Department and the Contractor that is mandatory for use by the entire Department and under which Purchase Orders (PO) shall be issued.

B. Business Day: Days Monday through Friday, excluding State holidays.

C. Contract Administrator: The Department employee, or his/her designee, who serves as the liaison between the Contract Manager and the Department, and who will maintain the official Contract Administration file, develop and maintain the Contract and all amendments, and maintain the official records of all formal correspondence between the Department and the Contractor.

D. Contract Manager: The Department employee, or his/her designee, identified as the individual responsible for performance oversight and operational management of the Contract and serves as the liaison between Contractor and the Department.

E. Day: A calendar day, unless otherwise noted.

F. Purchasing Card (PCard): The State of Florida’s purchasing card program which utilizes the Visa platform.

II. Scope of Work

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

III. Contract Term

The initial term of the Contract is for three (3) years. The initial Contract term shall begin on March 14, 2022 or on the last date on which it is signed by all Parties, whichever is later.

IV. 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 renewal pricing specified in the Contractor’s original submission, upon mutual agreement of the Parties as set forth in the Contract.

V. Contract

The 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 the Contract are incorporated in their entirety and form as part of the Contract. The Contract has the following Exhibits:

a) Exhibit A: FDC ITB-22-009 and all Addenda, in reverse order of issuance; and

b) Exhibit B: Contractor’s Pricing for FDC ITB-22-009.

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

a) The Agency Term Contract;

b) Exhibit A: FDC ITB-22-009 and all Addenda, in reverse order of issuance; then

c) Exhibit B: Contractor’s Pricing for FDC ITB-22-009.

VI. Amendments

Unless otherwise provided herein, all modifications to the Contract must be in writing and signed by both Parties, except changes to Section VIII., below. 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 V., 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.

VII. 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 Representative as prescribed in Section

VIII.

VIII. Contract Management

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 328 Tallahassee, FL 32399-2500 Telephone: (850) 717-3700 Email: Purchasing@fdc.myflorida.com

The Contract Administrator will perform the following functions:

1. Maintain the official Contract Administration file;

2. Write and maintain this Contract and all amendments; and

3. Maintain records of all formal contract correspondence between the Department and the Contractor as provided by the Contract Manager for filing in the Contract Administration file.

The Contract Manager is:

Geoff Pitts, Operations Manager Bureau of Contract Management & Monitoring Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399-2500 Telephone: (850) 717-3958 Email: geoff.pitts@fdc.myflorida.com

The Contract Manager will perform the following functions:

1. Maintain a Contract Management file;

2. Serve as the liaison between the Department and the Contractor;

3. Enforce performance of the Contract terms and conditions;

4. Monitor and evaluate the Contractor’s performance to ensure services conform to the

Contract requirements;

5. Request all amendments, renewals, and terminations of this Contract, and implement management of the Contract change;

mailto:Purchasing@fdc.myflorida.com mailto:geoff.pitts@fdc.myflorida.com

6. Exercise applicable remedies, as appropriate, when the Contractor’s performance is deficient; and.

7. Evaluate the Contractor’s performance upon completion of this Contract. This evaluation will be placed in the Contract file and will be considered if this Contract is subsequently used as a reference in future procurements.

For each Purchase Order issued by the Department, the individual listed as “On Behalf Of” shall serve as a local contract coordinator, and will the following functions:

1. Verify the receipt of deliverables from the Contractor;

2. Review, verify, and approve invoices from the Contractor;

3. Monitor the quality of services and commodities being delivered;

4. Monitor the budget to ensure funds are available through the Contract term; and

5. Serve as the liaison between the Department, Contract Manager, and Contractor relating to quality and delivery.

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. The Contractor shall address all communication relating to the Contract to the Contract Manager.

The Contractor has assigned the following individual(s) to serve as their representative for the Contract:

The Contract Representative is:

Teri Teclaw, Contract Manager Cook’s Direct, Inc.

27725 Diehl Road Warrenville, IL 60555 Telephone: 800-956-5571, Ext. 127 Email: tteclaw@cooksdirect.com

The Department will direct all questions and customer service issues concerning the Contract to the Contract Representative above. It will be the Contract Representative’s responsibility to coordinate with necessary Department personnel, as required, to answer questions and resolve issues. The Contractor must provide written notice to the Contract Manager if a new employee is designated as the representative for the Contract.

IX. Termination

A. Termination at Will

Either Party may terminate the Contract at will upon no less than 30 Days’ written notice unless a shorter period is mutually agreed upon by both Parties. A Party shall mailto:tteclaw@cooksdirect.com deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery.

B. Termination for Lack of Funds

If funds to finance 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 notice by certified mail (return receipt requested), by other delivery methods 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 the Contract occurs by the Contractor, the Department 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 within 30 Days upon written notice by the Department. Any breach of the Contract still left uncured by the Contractor after the Department has elected to provide 30 Days to cure (remedy) the breach may result in the Department’s termination of the Contract upon 24 hours’ written notice by the Department. If the Department does not elect to 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 the 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 whereby an original signature is obtained. If applicable, the Department may employ the default provisions in Section 287.1351, F.S. The provisions herein do not limit the Department’s right to remedies at law or in equity.

D. Termination for Unauthorized Employment

Violation of Section 274A of the Immigration and Nationality Act shall be grounds for unilateral cancellation of the Contract.

X. Assignment

The Contractor shall not assign its duties or rights under the Contract to another Party without the prior written approval of the Department. The Department shall, at all times, be entitled to assign or transfer its rights, duties, and obligations under the Contract to another governmental agency of the State of Florida upon providing written notice to the Contractor.

XI. Subcontracts

The Contractor may, with the prior written consent of the Department, enter written subcontracts for delivery or performance of services, as indicated in the 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 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.

XII. Price Decreases

The Contractor shall apply to the Department any price decrease effectuated during the Contract term by reason of market change or special sales offered to other customers.

Such a price decrease applies regardless of whether any related equipment is rented or leased by the Department under the Contract. Price increases are rejected unless otherwise stated. All prices are firm and shall be held for the duration of the Contract term.

Equitable price adjustments shall only be considered if they are received and justified in accordance with the PUR 1000 Section (4)(e).

XIII. Additions/Deletions

During the term of the Contract, the Department reserves the right to add or delete the number of commodities, when considered to be in its best interest and general scope of the Contract. 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.

XIV. Delivery

Product(s) shall be shipped as Free on Board (FOB) Destination, and arrive within 30 Days of the PO issuance, or at the time mutually agreed upon between both Parties.

Deliveries of commodities, or provision of services, must be made between 8:30 a.m. to 4:00 p.m., local time, Monday through Friday, excluding State holidays, unless otherwise stated herein or on a subsequent PO.

XV. Financial Consequences

A. The Contractor agrees it will be assessed a reasonable amount of financial consequences, as required by F.S. when performance falls below the minimum level required. These financial consequences are not a penalty and are intended to incentivize successful performance of Contract requirements. Financial consequences assessed will result in a credit to the Department. Financial consequences will be assessed in accordance with the table below (as applicable) if:

1. product(s) are not delivered as required,

2. Contractor fails to notify the Contract Manager of any required substitutions as required, or

3. summary reports are not delivered as required.

B. If the Department chooses to allow completion of Contract requirements after the time allowed, its allowance shall not act as a waiver of financial consequences.

Performance Measures (PM)

No. Description Expectation Measurement Financial Consequence

PM-001

The Contractor shall deliver items ordered in accordance with the Contract and

Department's POs

Delivery of commodities within 30 Days or the timeframe mutually agreed upon

Per Occurrence

$50 per Day after the time allowed by the Contract or PO

PM-002

The Contractor shall timely notify the

Contract Manager of any required substitution(s).

Within 10 Days of PO issuance, notification of substitution(s) is provided

Per Occurrence

$50 per Day, beginning the 11th Day after PO issuance

Performance Measures (PM)

No. Description Expectation Measurement Financial Consequence

PM-003

The Contractor shall submit a Quarterly Sales Report and

Quarterly Summary Report on or before the 30th Day after close of a quarter

Within 30 Days of the end of each quarter Quarterly

$50 per Day, per each report, received after the time allowed by the Contract or

PO

XVI. Other Conditions

A. Public Records

The Contractor agrees to: (a) keep and maintain public records required by the Department in order to perform the Contract; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of related records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost as provided or 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 upon Contract expiration or termination; 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 Contract. 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 the 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) 412-2664 Fax: (850) 922-4355

Website: https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkh n004wtw1eymm15f4x))/SupportHome.aspx

B. Confidentiality

The Contractor shall ensure all staff assigned to the Contract maintain confidentiality with reference to commodities 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 the 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., Department staff telephone numbers, addresses, etc.) strictly confidential and shall not disclose said information to any person or entity, unless released to do so, in writing, by the Department.

C. Disputes

Any dispute concerning the performance of the Contract shall be resolved informally by the 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 Contract Representative, the Contract Manager, and the Contract Administrator.

D. Notices

Unless otherwise required herein, the Parties shall provide all notices required or permitted by the Contract in writing, by mail, hand-delivery, or email to the respective Parties. All notices by hand delivery shall be deemed received on the date of delivery, https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx and all notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable.

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 Contract Manager immediately.

F. Insurance

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insurance at all times during the existence of the 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 the Contract. Upon the execution of the Contract, the Contractor shall furnish the 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. Independent Contractor Status

The Contract does not create an employee/employer relationship between the Parties.

The Parties are independent contractors under the 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 Parties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out their Contract duties. Services and commodities provided by each Party under the Contract shall be subject to the supervision of the other Party. In performing the Contract, 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 business enterprises and that each can pursue other opportunities.

The Contract shall not be construed as creating any joint venture or partnership between the Parties, and neither Party will be liable for any obligation incurred by the other Party, including, but not limited to, unpaid wages and 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 the Contract or interruption of 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, pandemics, strikes, or labor disputes.

I. Annual Appropriation

The State’s and the Department’s duty to pay for commodities under the Contract are 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 under the 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 the Contract.

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

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

L. Scrutinized Companies Contractor Certification

The Contractor certifies they are not listed on the Scrutinized Companies that Boycott Israel List, created under Section 215.4725, F.S., and they are not currently engaged in a boycott of Israel. If the Contract exceeds $1,000,000.00 in total, not including renewal years, the Contractor certifies that they are not listed on either 1) the Scrutinized Companies with Activities in Sudan List, or 2) the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created under Sections 215.473, F.S., and 215.4725, F.S., and further certifies they are not engaged in business operations in Cuba or Syria, as stated in Section 287.135(2)(b)2, F.S.

Pursuant to Sections 287.135(5), F.S., and 287.135(3), F.S., the 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, the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or has engaged in business operations in Cuba or Syria during the term of the Contract. Any company that submits a bid or proposal for a contract or intends to enter into or renew a contract with an

Invitation to Bid (ITB)

Food Service Smallware Items and Kitchen Equipment

ITB-22-009

Audrey H. Gregory, Procurement Officer Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399

SECTION 1: Definitions

SECTION 2: Introduction

2.1 Overview

2.2 ITB Timeline

SECTION 3: Key Information

3.1 Background

3.2 Statement of Purpose

3.2.1 ITB Modifications

3.2.2 Order of Precedence

3.3 ITB Outcome

3.3.1 Contract Term and Renewal

3.3.2 Purchases and Invoices

3.3.3 Substitutions

3.3.4 Addition/Deletion of Items or Service Locations

3.3.5 Subcontracts

SECTION 4: Statement of Work

4.1 Specifications

4.1.1 Equivalent Items

4.1.2 Estimated Quantities

4.1.3 Minimum Order

4.1.4 Delivery

4.1.5 Damaged Goods

4.1.6 Summary Reports

4.2 Warranty Requirements

4.3 Performance Measures and Financial Consequences

SECTION 5: Bid Process and Vendor Information

5.1 General Instructions

5.2 Vendor Questions

5.3 Vendor Ombudsman

5.4 Bid Submissions

5.4.1 Mandatory Documentation

5.4.2 Price Sheet

5.4.3 Additional Bid Requirement for Out-of-State Vendors (Florida Preference)

5.4.4 Contact Information and Scrutinized Company Certification

5.4.5 Bid Contents

5.4.6 Bid Withdrawal

5.5 Other Vendor Requirements

5.5.1 State Licensing Requirement

5.5.2 MFMP Registration

5.5.3 Substitute W-9

5.6 Public Bid Opening

5.7 Bid Evaluation

5.7.1 Basis of Award

5.7.2 Identical Bids

5.7.3 Rejection of Bids

5.7.4 Bid Disposal

5.8 No Prior Participation or Conflict of Interest

5.9 Protest Procedures

SECTION 6: Other Terms and Conditions

6.1 Vendor Diversity

6.2 Environmental Considerations

6.3 Intellectual Property

6.4 Insurance

6.5 PCard Payments

6.6 Special Conditions

6.6.1 Retention of Records and Documentation

6.6.2 E-Verify

6.6.3 Cooperation with the Inspector General

6.6.4 Cooperation with the Florida Legislature

6.6.5 Severability

6.6.6 Employment of Department Personnel

6.6.7 Legal Requirements

6.6.8 Prison Rape Elimination Act (PREA)

6.6.9 Security Requirements

Attachment I – Service/Delivery Locations

Attachment II – Price Sheet

Attachment III – Vendor's Contact Information and Certification

Attachment IV – Certification of Drug-Free Workplace Program

Attachment V – Security Requirements

SECTION 1: Definitions

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

1.1 Agency Term Contract (ATC or Contract): The written Contract between the Department and the successful Vendor, which results from this ITB and is mandatory for use by the entire Department.

1.2 Bid: A Vendor’s response to this ITB.

1.3 Business Day: Days Monday through Friday, excluding State holidays.

1.4 Contract Manager: The Department employee, or designee, who will serve as a liaison between the Vendor and Department under the Contract, and will monitor the Vendor’s progress and Contract performance to ensure the procured products and services conform to the Contract’s requirements.

1.5 Day: A calendar day, unless otherwise noted.

1.6 Department or FDC: The Florida Department of Corrections.

1.7 Material Deviation(s): A deviation from the requirements and specifications herein, which, in the

Department’s sole discretion, is not in substantial accord with the requirements and specifications, provides a significant competitive advantage to one Vendor over other Vendors, has a potentially significant effect on the quantity or quality of items bid, or on the cost to the Department.

1.8 Minor Irregularity: A variation from the requirements and specifications herein that does not give the Vendor a significant competitive advantage or benefit not enjoyed by other Vendors, and does not adversely impact the Department’s interests.

1.9 Purchasing Card (PCard): The State of Florida’s purchasing card program that utilizes the Visa platform.

1.10 Responsible Vendor: A Vendor who has the capability in all respects to fully perform the Contract requirements and the integrity and reliability that will assure good faith performance.

1.11 Responsive Bid: A Bid, submitted by a Responsible Vendor, which conforms to all material aspects of this ITB.

1.12 Vendor: A legally qualified corporation, partnership, or other business entity submitting a Bid to the Department in response to this ITB.

[Remainder of Page Left Blank Intentionally]

SECTION 2: Introduction

2.1 Overview

The Department operates kitchens at various correctional facilities throughout the State, and provides meals for all Inmates in its custody. The Department has a need to purchase various food service smallware items and kitchen equipment to provide meals efficiently and safely, prevent waste, and prevent the spread of foodborne illnesses. The Department currently purchases the items sought off of previously-established Agency Term Contracts, which will expire in the near future.

2.2 ITB Timeline

The Department established the following Timeline for this ITB. Each Vendor must adhere to this Timeline and any Timeline revision(s). The Department will post any Timeline revision as an addendum to the ITB advertisement in accordance with Section 3.2.1 of this ITB. All references to the “Timeline” herein refer to the Timeline in this Section. All times below are Eastern Time (E.T.)

Event Occurrence Location (if applicable)

ITB Advertised 11/18/2021 Vendor Bid System http://www.myflorida.com/apps/vbs

Deadline for Vendors to Submit Questions and Requests to bid Equivalent Items (if applicable)

11/30/2021, by 5:00 p.m.

Submit via email to:

purchasing@fdc.myflorida.com

Attn: Audrey Gregory Subject: ITB-22-009, Food Service

Smallware Items and Kitchen Equipment

Anticipated Date the Department will

Advertise its Answers to Vendors' Questions

12/21/2021 Vendor Bid System http://www.myflorida.com/apps/vbs

Bid Deadline and Time of the Department’s

Public Bid Opening

01/05/2022, at 2:00 p.m.

Florida Department of Corrections Attn: Audrey Gregory

ITB-22-009, Food Service Smallware Items and Kitchen Equipment

501 S. Calhoun Street Tallahassee, FL 32399

Anticipated Date the Department will

Advertise its Agency Decision

01/25/2022 Vendor Bid System http://www.myflorida.com/apps/vbs mailto:purchasing@fdc.myflorida.com

SECTION 3: Key Information

3.1 Background

As Florida’s largest agency, and the third-largest state prison system in the United States, the FDC has 24,000 full-time employees, incarcerates 80,000 inmates, and supervises nearly 145,000 offenders in the community. The Department’s Office of Institutions manages 143 facilities statewide, including major institutions, annexes, work camps, road prisons, forestry camps, re-entry centers, and community release centers. The Department’s Office of Community Corrections monitors and supervises adult offenders out of 130 offices within 20 judicial circuits. The Department divides its operations geographically into four (4) regions: Region I (the Panhandle), Region II (North Florida), Region III (Central Florida), and Region IV (South Florida). Each region has a Regional Director of Institutions who supervises all Wardens in that region and a Regional Director of Community Corrections who supervises all Circuit Administrators in that region.

3.2 Statement of Purpose

The purpose of this ITB is to secure Responsive Bids from Responsible Vendors to provide food service smallwares items and kitchen equipment for delivery to correctional facilities throughout the State. The Department is issuing this ITB to establish a new Agency Term Contract (ATC).

Service delivery locations may be found in Attachment I of this ITB.

3.2.1 ITB Modifications

Once the Department advertises this ITB on the Vendor Bid System (VBS), if it needs to change, supplement, modify or revise any portion of its contents or exhibits, attachments, or other materials, it will advertise supplemental information as an addendum to this ITB on the VBS. Interested parties are responsible for monitoring the VBS website for addenda relative to this solicitation.

3.2.2 Order of Precedence

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

A. ITB addenda, in reverse order of issuance;

B. This ITB document, including any attachments or exhibits;

C. Form PUR 1000, referenced in Section 5.1 of this ITB; then D. Form PUR 1001, referenced in Section 5.1 of this ITB.

3.3 ITB Outcome

3.3.1 Contract Term and Renewal

As a result of this ITB, the Department will award the successful Vendor a three (3) year Contract, which may be renewed for up to three (3) additional years, or portions thereof, in accordance with Section 287.057(14), Florida Statutes (F.S). Contract pricing will be fixed, as specified in the Vendor’s completed Attachment II, Price Sheet.

3.3.2 Purchases and Invoices

The Department may issue purchase orders (PO) through MyFloridaMarketPlace (MFMP) and pay for deliverables via PCard. Throughout the Contract term, the Vendor shall invoice the Department in arrears, as required by Section 215.422, F.S. The Vendor's invoice shall include its name, mailing address, federal tax identification number (FEIN), PO number, the dates of service (if applicable), items provided (if applicable), and all relevant supporting documentation.

3.3.3 Substitutions

Upon Contract execution, the Vendor must provide only the items awarded. Substituted items sent to the Department without prior approval by the Department are prohibited, will be returned at the Vendor's expense, and may lead to termination of the Contract.

If an awarded item cannot be provided for reasons beyond the Vendor's control, such as a product discontinuance, the Vendor shall propose an alternative item to the Contract Manager for approval within 10 Days of receiving a purchase order from the Department.

The alternative item must meet or exceed the terms, conditions, and requirements applicable to the item originally awarded. The Department may require a sample of the alternative item for review prior to approval. If required, the Vendor will deliver the sample to the Department's Central Office in Tallahassee, FL, or other location as directed, at no cost to the Department. If the Vendor wants the sample returned, it will pay for shipping the item(s) back after the Department completes its review.

3.3.4 Addition/Deletion of Items or Service Locations

The Department reserves the right to add or delete items and service locations after Contract execution when it is in the Department's best interest and general scope of this ITB. The Vendor’s pricing for items and service locations added or substituted must be comparable to the prices established by this ITB. Any modification to add or delete items or service locations will become effective only upon execution of a written amendment to the Contract.

3.3.5 Subcontracts

With prior written consent from the Department, the Vendor may enter written subcontracts to fulfill its Contract duties as indicated in this ITB. The Vendor must disclose anticipated subcontracts at the time of Bid submission and must provide a copy of the proposed subcontract to the Department with its Bid. No subcontract into which the Vendor enters for the performance of its duties under the Contract shall in any way relieve the Vendor of responsibility or liability associated with the performance of its Contract duties. All subcontractors shall comply with the Contract requirements to the same extent as the successful Vendor, including requirements regarding background checks and other security measures.

The Department will only pay the Vendor for deliverables provided under the Contract.

The Vendor shall make all payments to subcontractors within seven (7) Business Days after any payment is received from the Department, per Section 287.0585, F.S. The Department shall not be liable to any subcontractor for any expenses incurred under the subcontract. The Vendor assumes sole responsibility for all expenses and liabilities incurred under a subcontract. If the Vendor fails to pay the subcontractor within seven (7)

Business Days, the Vendor shall pay the penalty to the subcontractor in the amount of 0.5% 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.

SECTION 4: Statement of Work

4.1 Specifications

The Vendor shall provide food service smallware items and kitchen equipment as specified in this ITB. Attachment II, Price Sheet, reflects the requirements for the items sought. The Vendor must bid only the items specified in this ITB. The items sought in this ITB will be considered deliverables in the Contract.

4.1.1 Equivalent Items

Vendors must bid only items as specified when responding to this ITB unless an equivalent item is approved in advance by the Department in accordance with this section. To submit a Bid containing equivalent items, a Vendor must first submit a written request to bid an equivalent item to purchasing@fdc.myflorida.com before the deadline for Vendor questions specified in the ITB’s Timeline, and in accordance with Section 5.2. The written request must include:

A) the item from Attachment II, Price Sheet, the Vendor would like to replace with the equivalent item;

B) the replacement item being recommended as an equivalent; and C) any relevant specifications for the replacement item that demonstrate its equivalence to the original item sought.

The Department will list approved equivalent items when it advertises its response to written questions on the VBS in accordance with the Timeline.

4.1.2 Estimated Quantities

The quantities provided in this ITB are given as an estimate for Vendors to prepare their Bids and the Department to make an award. Quantities should not be construed as representing the actual quantities to be purchased by the Department. The Department may purchase more or fewer items than indicated in this ITB.

4.1.3 Minimum Order

There will be no minimum order under the Contract; however, the Department will not place orders that split standard packaging (boxes, cases, etc.). The Vendor will include its standard package size on Attachment II, Price Sheet.

4.1.4 Delivery

The Vendor shall ship items to the Department as Free on Board Destination and ensure items arrive within 30 days of order placement unless a different time is agreed to by the Department as documented on a PO. Deliveries must be made between 8:30 a.m. and 4:00 p.m., local time, Monday through Friday, excluding State holidays, unless otherwise stated on a PO.

4.1.5 Damaged Goods

The Vendor shall file, process, and collect all claims for damaged goods. To assist the Vendor in the efficient handling of damage claims, the Department's staff receiving goods will:

A. record any visible damage on all copies of the delivery carrier's Bill of Lading and provide the Vendor with a copy;

B. report visible damage to the Vendor in writing within 15 Days of delivery; and C. retain the damaged item(s) and, if possible, its shipping container, including packing material, until the delivery carrier performs inspections and the issue is resolved with the Vendor.

4.1.6 Summary Reports

The Vendor shall provide the Contract Manager a report of all Contract purchases at the end of each calendar quarter (March, June, September, and December). These quarterly reports must provide, at minimum, the 1) total number of orders placed during the quarter,

2) total dollar value of orders placed during the quarter, 3) total number of each item sold during the quarter, and 4) total dollar value of all items sold during the Contract term to date.

The Department may, at its sole discretion, develop a format for the Vendor to use in reporting the information above. The Vendor shall utilize any format developed by the Department. The Vendor’s failure to provide a quarterly report within 30 Days following the end of a quarter may result in the assessment of financial consequences or termination of the Contract.

4.2 Warranty Requirements

The Vendor shall guarantee all items purchased against nonconformance and manufacturing and design defects. Upon notification of the defect by the Department, the Vendor will promptly cure any nonconforming or defective goods at no additional cost to the Department. The Vendor will bear all costs associated with curing the defect or nonconformance, including shipping/re-shipping and inspection costs. If the Vendor completes installation of an item that the Department has purchased or otherwise provides a service to the Department, the Vendor shall guarantee its work for 60 Days from the date of completion. During that time, the Vendor shall cure installation or service deficiencies at no cost to the Department.

4.3 Performance Measures and Financial Consequences

The Department desires to contract with a Vendor who demonstrates its willingness to be held accountable for the achievement of successful Contract performance. By submitting a Bid, the Vendor agrees to the Department’s assessment of financial consequences, which are not intended to be a penalty but to incentivize the Vendor’s performance under the Contract.

The performance measures below list the key expectations most critical to the success of the Contract and the financial consequence the Department will assess if an expectation is not met. If a Vendor is unable to achieve a performance measure expectation because of unforeseen circumstances outside of its control, the Vendor may submit a written request, in advance, to the Contract Manager to waive the assessment of the associated financial consequence. The Contract Manager will then review the request to determine whether mitigating circumstances existed beyond the Vendor’s control. For the Department to approve the request, the Vendor must not have contributed to the failed expectation in any manner. The Department does not waive its ability to assess financial consequences by allowing the delivery of an item(s) or completion of services after the time allowed. Nothing in this section shall limit the Department’s right to pursue other remedies available at law or in equity.

Performance Measures (PM)

No. Description Expectation Measurement Financial Consequence

PM-001

The Vendor shall deliver items ordered in accordance with the Contract and Department’s

Purchase Order

Item Availability & Timely Delivery

Per Occurrence

$50 per Day after the time allowed by the Contract or

PO.

PM-002

The Vendor shall notify the Contract

Manager of any required substitutions within 10 days of

PO issuance

Timely Order Fulfillment Per Occurrence

$50 per Day, beginning the 11th Day after PO issuance

SECTION 5: Bid Process and Vendor Information

5.1 General Instructions

The State’s General Contracting Conditions (Form PUR 1000) and General Instructions to Respondents (Form PUR 1001) may be viewed at the link below and are hereby incorporated by reference in their entirety as part of this ITB.

https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/ state_purchasing_pur_forms.

The terms and conditions set forth within this ITB supersede any conflicting terms and conditions set forth within Forms PUR 1000 or PUR 1001.

5.2 Vendor Questions

Interested Vendors may email questions relating to this ITB and requests to bid approved equivalents to the Procurement Officer listed below. Questions and requests to bid approved equivalents must be received by the deadline in the ITB Timeline. Oral inquiries, or those submitted after the deadline, will not be acknowledged.

Procurement Officer:

Audrey H. Gregory Bureau of Procurement Office of Financial Management Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399-2500 Telephone: (850) 717-3700 Email: purchasing@fdc.myflorida.com The Department will post its answers to written questions to the VBS on or about the date referenced in the Timeline.

Between the release of the solicitation, and the end of the 72-hour period following the advertisement of the Notice of Agency Decision (the 72-hour period excludes Saturdays, Sundays, and State holidays), Vendors responding to this ITB, and 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 this solicitation. Violation of this provision may be grounds for rejecting a response, as per Section 287.057(25), F.S.

Persons requiring special accommodations to respond to this ITB because of a disability should contact the Bureau of Procurement at (850) 717-3700, at least five (5) days before any Bid opening or public meeting. Persons who are deaf, hard-of-hearing, deaf-blind, or speech-disabled may contact the Bureau of Procurement by using the Florida Relay Service at 1-800-955-8771

(TTY/ASCII).

The Vendor shall not initiate or execute any negotiation, decision, or action arising from any oral discussion with a State employee related to this ITB. Only written communications from the Procurement Officer are considered duly authorized expressions on behalf of the Department.

Only written communications from a Vendor will be recognized as duly authorized expressions on behalf of the Vendor. Any discussion by a Vendor with an employee or representative of the https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/state_purchasing_pur_forms https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/state_purchasing_pur_forms

Department, involving cost or price, and occurring before the Department advertises its notice of agency decision, may result in the rejection of that Vendor's Bid.

5.3 Vendor Ombudsman

A vendor ombudsman has been established within the Florida Department of Financial Services (DFS). The duties of this office include acting as an advocate for Vendors who may experience problems in obtaining timely payment(s) from a State agency. The vendor ombudsman may be contacted by calling the Florida Department of Financial Services at 1-800-342-2762.

5.4 Bid Submissions

Before submitting a Bid, Vendors should check the Vendor Bid System for any ITB modification(s) as outlined in Section 3.2.1. Neither the Department nor the State of Florida is liable for any costs incurred by a Vendor in response to this ITB.

A Vendor must prepare its Bid simply and economically, providing a straightforward, concise delineation of the Vendor's capability to satisfy the requirements of this ITB. Elaborate bindings, colored displays, and promotional materials are discouraged. Bids must be complete and clear.

To expedite the Department’s review of Bids, Vendors must adhere to the following instructions:

A. Bids must 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.

B. Bids must be submitted in a sealed envelope/package with ITB-22-009 and 01/05/2022 at

2:00 p.m. clearly marked on the outside of the envelope/package.

C. It is the Vendor's responsibility to ensure its Bid is delivered to the proper place and time as stipulated in the Timeline.

D. Bids received after the Bid Deadline provided in the Timeline will not be accepted.

E. Vendors should submit one (1) original hard copy Bid and one (1) electronic Bid copy in searchable PDF format on a CD, DVD, or flash drive. The electronic copy must contain the entire Bid as submitted, including all supporting and signed documents. CDs, DVDs, and flash drives submitted should not be password protected.

F. If the Vendor considers any portion of its Bid to be confidential, trade secret, or otherwise exempt from disclosure under Chapter 119, F.S., the Florida Constitution, or another legal authority, the Vendor must also simultaneously provide the Department a redacted copy of its Bid in both hard copy and electronic forms and provide a brief written description of its grounds for claiming exemption from public record, including the specific statutory citation for such exemption. This redacted copy shall be titled “Redacted Copy.” The redacted copy must be provided to the Department at the same time the Vendor submits its Bid and must only exclude or redact those exact portions of the Bid claimed confidential, proprietary, or trade secret. The Vendor shall be responsible for defending its assertion that the redacted portions of its Bid are confidential, trade secret, or otherwise exempt from disclosure. Further, the Vendor shall protect, defend, and indemnify the Department for any claims arising from, or relating to, the Vendor’s determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise exempt from disclosure. If the Vendor fails to submit a redacted copy with its Bid, the Vendor explicitly authorizes the Department to produce its entire Bid contents in answer to a request for public records. In no event shall the Department, or any of its employees, or agents, be liable for disclosing, or otherwise failing to protect, the confidentiality of information submitted in response to this Bid.

5.4.1 Mandatory Documentation

Vendors must complete and submit the following mandatory documentation with their Bids:

A) Price Page (Attachment II) B) Florida Preference Letter, as outlined in Section 5.4.3 C) Vendor’s Contact Information and Certification (Attachment III) D) Certification of a Drug-Free Workplace Program form, if applicable (Attachment IV)

5.4.2 Price Sheet

The Vendor shall complete and submit…