10-2026-04 Mfr Direct Solicitation.pdf

RFP #2026-04: Manufacturer Direct-to-District Commercial

Released by: Multi-Region Purchasing Cooperative

Region 10 Education Service Center/Multi-Region Purchasing Cooperative as the “Purchaser” is releasing this solicitation on behalf of all listed participating members in the Scope of Bid attachment. The following pages contain a Solicitation Information Sheet followed by the Evaluation Rubric, Standard and Special Terms and Conditions, Federal Regulations, and Texas Regulations.

All proposals/bids received by the deadline will be opened shortly after the noted bid closing time indicated on the “Solicitation Information Sheet.” Any incomplete proposals/bids may be deemed “non-responsive,” and therefore “disqualified” and retained as a public record, which will be subject to the state’s Public Information Act. Proposers assume all risks of missed deadlines or bid closing times.

The awarding of this proposal is based on the recommendation given to the Purchaser’s Board of Directors, as prepared by Keri Warnick, the Program Coordinator. The Region 10 Education Service Center Board of Directors reserves the right to accept or reject any and/or all proposals, waive minor technicalities, award contracts for individual items as they may appear advantageous to the Purchaser, or to award the proposal to the most responsive and responsible vendor that best serves the interest of the Purchaser.

Vendors interested in responding to this bid opportunity are encouraged to review all solicitation documents in this prepared bid packet, agree to required federal and state regulations, complete and sign all required documents, and submit any documents not provided in this bid packet as requested.

Please refer to the Solicitation Information Sheet on the next page for Purchaser details regarding contact information and bid timeline. All questions must be submitted as instructed on the following page.

Thank you, Keri Warnick Program Coordinator Multi-Region Purchasing Cooperative 400 E. Spring Valley Rd.

Richardson, TX 75081

ER (rev. 2026/3) Evaluation Rubric | Page 1 of 2

Evaluation Rubric

The following evaluation rubric will be used to determine a bid winner. Total maximum points = 100.

Each evaluation criterion is explained below.

Description of Evaluation Criterion # of Points Allowed

1. The cost to the Purchaser. All products or a sampling of products will be matched between all bidding vendors. The extended cost will be based on case price if pack sizes match or serving cost. A mathematical calculation as shown below will be used to determine the evaluation score for each Vendor. The Vendor with the lowest cost will be considered “low bid.” Formula used: Low Bid/Low Bid x 35; Low Bid/2nd Low Bid x 35; etc.

2 Responsible and responsive bidder. Each vendor’s submitted documents will be reviewed for completeness. Any missing document, missed entry, or missing signature will create a one (1) point reduction in the criterion score.

3 The quality of the vendor’s goods will be based on experience with the product(s). If evaluator is not familiar or experienced with the product(s), samples will be requested and compared based on appearance, flavor, texture, ease of preparation, etc. If reviewer is unfamiliar and cannot sample, full points will be given.

4 The extent to which the goods or services meet the purchaser’s needs as defined in the scope of services and solicitation. Products offered must match the written specification and meet required USDA federal regulations for foods in K12 child nutrition. Variety of products offered and comparisons of alternate products if any will be reviewed against planned menu items.

5 Reputation of Vendor and Vendor goods/services per reference feedback. Each submitted reference will be sent a questionnaire and asked to rate the quality of services received, products received, response time, and interest with continued business. A point system is used based on the following process: “4” questions with a total of “5” points each. All points are totaled and then divided by “5” for a total maximum score of “4.” The reference scores are added then divided by the number of reference forms received. I.e. Three references returned receive highest scores of “4” each. “4 + 4 + 4 = 12/3 = 4 points” for this criterion. However, if zero references are received, a score of “0” will be given. Vendors will be given a second opportunity to provide three good references. Vendors are encouraged to ensure that the individuals provided as references are willing and able to do so.

ER (rev. 2026/3) Evaluation Rubric | Page 2 of 2

6 Qualifies as HUB, Minority, Woman-Owned, Small or Veteran-Owned Business. The Purchaser desires to create full and open competition between small and large companies. Certificates must be submitted providing proof of qualifications.

7 Other relevant factors that will be considered in evaluating and scoring a vendor.

a. Online ordering system, ease of use if known. If unknown, a demonstration will be required.

b. Reports available online or per request such as products purchased, revenue, Buy American tracking if applicable, etc.

c. Lead times as it pertains to specified products.

d. Minimum delivery requirements

Maximum Points Available: 100

SIS (rev. 2026/2) Page 1 of 4

Released by: Multi-Region Purchasing Cooperative

Solicitation Information Sheet

Name of Purchaser: Multi-Region Purchasing Cooperative/Region 10 ESC

Main Office/Street Address of Purchaser: 400 E. Spring Valley Rd.

City, State Zip of Purchaser: Richardson, TX 75081

Number of Delivery Sites (Please see Scope of Services for details):

Please see Scope of Services for details.

Primary Contact Name: Keri Warnick

Primary Contact Email: Keri.warnick@region10.org

Primary Contact Phone: 972.348.1448

Secondary Contact Name: Diane Fields

Secondary Contact Email: Diane.fields@region10.org

Secondary Contact Phone: 972.348.1278

Procurement Method: Request for Proposal (RFP)

Types of goods or services requested: Delivery services from manufacturers of commercial food products direct to a district. Each participating district has been approved based on ability to receive large delivery drops to a warehouse or larger storage areas, ability to unload a truck using a pallet jack or forklift, and may have a loading dock.

Cost Analysis The participating members are required to forecast their product needs. MRPC uses the aggregated totals to calculate a contract value based on current known pricing.

Total Contract Value: $ 14,837,567.00

Term of Contract/Effective Date Range: Single initial year, July 1, 2026- June 30, 2027

Number of Renewal options: 4 single consecutive one-year renewal options mailto:Keri.warnick@region10.org mailto:Diane.fields@region10.org

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Payment Terms: Participating members are encouraged and prompted to pay invoices upon receipt of all ordered goods within 7-10 days net. Each district has different accounting procedures and may have a 30-day net payment situation. Vendors are allowed to offer discounts for quick payments if desired.

Bid Timeline:

Pre-Bid Bidders Conference Details (location, date & time)

A pre-recorded pre-bid conference will be shared and listed on the MRPC website. Invitations will be sent to known vendors and posted on the MRPC website. The video will be made public on Monday, March 9, 2026.

Legal Notices/Published Ad Details:

Published ads are posted electronically as allowed by the Texas Department of Agriculture on the State Comptroller’s Electronic State Business Daily website.

Bid Opens (date & time): Tuesday, March 10, 2026, at 6:00 am CST

Q & A Instructions:

All questions must be submitted into the Bonfire e-Bid software where the solicitation opportunity is located. The Vendor’s Discussion section is where a vendor must enter their question. All questions will be answered in the Bonfire software and all vendors who have logged in and viewed the opportunity will receive a copy of the question and answer via email from Bonfire.

Q & A Due Date: Wednesday, April 1, 2026, no later than 4:30 pm.

Bid Closes (date & time): Wednesday, April 7, 2026, at 3:00 pm CST

Public Opening:

There will be no public opening, as it is not required for an RFP. Bid Award notifications will be sent to all responding vendors upon completion of evaluation and Board approval from Region 10 ESC.

Evaluation Dates: April 7-21, 2026

Bid Award Date: Tentatively Friday, April 24, 2026

Bid Submission Instructions

Public Advertisement

An online public advertisement is placed in the Texas Comptroller’s Electronic State Business Daily. The ad runs for 14 consecutive calendar days beginning on the first day of the bid release. Emails are also sent to any known vendor who may have interest in the bid opportunity.

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How to get the Solicitation Packet:

All bid documents must be accessed and downloaded from Bonfire.

Registration and use are free to vendors.

How to submit a bid response:

All required bid documents must be submitted through Bonfire. This is a 100% electronic bid. MRPC accepts digital signatures on all required documents.

Pricing/Bid Table Instructions:

Pricing must be entered into the Bonfire Bid Table. Bidding Vendors must download the Bid Table, complete it, and upload it into Bonfire.

Combined Solicitation Packet Documents

Cover Letter Solicitation Information Sheet Evaluation Rubric Standard Terms and Conditions Special Terms and Conditions USDA Federal Regulations State Regulations

Attachments for Review

E-Bid Instructions Scope of Services List of Specified Products or Description of Requested Services Vendors Bid Response Checklist

Attachments: Forms and/or Tables to Be Completed by Vendor

Bid Table Conflict of Interest Form Disclosure of Lobbying Form Vendor Participation Fees Form Vendor References Form Delivery Requirements Form GDSN Registration Agreement Form Agreement of Compliance Form

SIS (rev. 2026/2) Page 4 of 4

Entire Agreement.

The Purchaser’s solicitation packet including all terms and conditions (standard and special), regulations (federal and state), attachments, addendums and/or exhibits if any, and the Vendor’s proposal submitted in response to the Purchaser’s solicitation, represent the final and complete understanding of the parties concerning the subject matter of an awarded contract and supersede any previous or other representations, agreements, arrangements, negotiations, or understanding, oral or written, between the parties to this Agreement. The vendor must comply with all terms and conditions, regulations, and requirements contained in this procurement solicitation. A vendor must comply with all applicable federal, state, county, and local laws concerning the goods and/or services contained in this procurement solicitation.

STC (rev. 2026/2) Standard Terms | Page 1 of 29

Standard Terms and Conditions

Table of Contents

1. Purpose

2. Procurement Method

3. Estimated Quantities

4. Commitment to Purchase

5. Award of Contract

6. Term of Contract and Renewal Options

7. Rights Reserved by The Purchaser and Restrictions on RFP Process

8. Financial Responsibility

9. Agreement Terms

10. Addendum

11. Clarifications

12. Assignment Delegation

13. Prohibition Against Contact

14. Disqualification

15. Deviations And Exceptions

16. Specifications

17. Equivalent Clause

18. Samples

19. Responsive Proposal

20. Responsible Vendor

21. Accuracy of Data

22. Penalties

23. Right To Audit

24. Open Records/Public Information

25. Confidentiality

26. Inspection And Acceptance on Direct Deliveries

27. Title And Risk of Loss

28. Deliveries

STC (rev. 2026/2) Standard Terms | Page 2 of 29

29. Hours Of Delivery

30. Shipments/Deliveries

31. Minimums

32. Lead Time

33. Shortages

34. Formation Of a Contract (Declaration of Compliance)

35. Non-Exclusive Contract

36. Firm/Fixed Pricing

37. Credits/Discounts/Rebates

38. Special Tools and Test Equipment

39. Price Changes/Adjustments

40. Product Substitution

41. Material Change

42. Customer Support

43. Compliance With Laws

44. Safety

45. HACCP Requirements

46. Recycled Material

47. Force Majeure

48. Governing Law and Venue

49. Property

50. Indemnification

51. Subcontractors

52. Insurance

53. Financial Health and Stability

54. Invoices

55. Tax-Exempt

56. Tax Responsibilities of Vendor and Indemnification for Taxes

57. Payment Terms

58. IRS Form W-9

59. No Agency or Endorsements

60. Non-Appropriation Clause

61. Termination Of Contract

62. Breach Of Contract

STC (rev. 2026/2) Standard Terms | Page 3 of 29

63. Nonperformance/In the Event of Default

64. Severability

65. Representation

66. Waiver

67. Packaging/Condition

68. Warranty

69. Warranty Maintenance Agreement

70. Limitation Of Warranty

71. Manufacturer’s Guarantee

72. Criminal History Record Information

73. Protest Procedures

74. Copyright

75. Withdrawal Of Proposal

76. No Response

77. Opening Proposals

78. Tie Proposal

79. Geographic Preference

80. Product Traceability

81. Evaluation Of Proposals

82. Additional Goods

83. Competitive Range

84. Sole Source

85. Contracts Involving Federal Funds

86. Register For Government Contracting

87. Errors And Omissions

88. Product Recall Procedures

STC (rev. 2026/2) Standard Terms | Page 4 of 29

Standard Terms and Conditions

The words “bids,” “request for proposals,” “quotes,” “RFPs,” solicitation,” procurement,” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, requests for proposals, quotes, competitive sealed quotes, and other procurement solicitations to which they are attached. The term “Vendor” refers to each responding entity with interest of being awarded a contract by the Purchaser.

These Standard Terms and Conditions are part of the final contract award for each product and/or service contract and are part of the terms and conditions of each purchase order or other bid/proposal forms issued in connection with this solicitation.

Contracts awarded pursuant to this RFP comply with the Code of Federal Regulations (CFR), 2 C.F.R. Subpart D, § 200.317-327, the United States Department of Agriculture (USDA) and the Purchaser’s state rules and regulations per the school nutrition programs. It is the intent of the Purchaser to comply with the most restrictive rules and regulations as required by the State Agency and the School Nutrition Programs (SNP’s).

This Agreement will be entered into and between the Purchaser and the Vendor having submitted a proposal in response to a procurement solicitation issued by the Purchaser and whose proposal has been accepted and awarded by the Purchaser. In consideration of the mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

1. Purpose.

The intent of this procurement solicitation is to establish a list of responsive and responsible Vendors that qualify as “eligible for award,” known as a company or firm whose purpose is to provide products that meet the needs of the Purchaser. The Purchaser is required to present a list of specified items and/or services, conduct a cost analysis, and include a scope of bid to provide a clear understanding of required goods, services, and delivery requirements. The Purchaser is responsible for the selection of goods and/or services available to meet their individual needs. All products and services submitted for consideration, unless otherwise noted, must be appropriate for K12 child nutrition food services and/or commercial kitchens.

2. Procurement Method.

The Purchaser is utilizing a formal procurement method in accordance with the United States Department of Agriculture (USDA) Code of Federal Regulations (CFR) for purchases exceeding the USDA, State or Local threshold for Simplified Acquisitions. Please see the Solicitation Information Sheet for type of formal procurement that applies to this solicitation.

3. Estimated Quantities.

The Purchaser determines estimated quantities for each product and/or service solicited. The good(s) and/or service(s) to be purchased are common to foodservice operations and pricing proposals along with other evaluation criteria as listed in this solicitation will be used to determine best value. The Purchaser makes no guarantee or commitment of any kind concerning quantities or services that will be purchased. The Purchaser

STC (rev. 2026/2) Standard Terms | Page 5 of 29 makes no guarantee or commitment of any kind regarding usage of any contract resulting from this solicitation.

4. Commitment to Purchase.

The Purchaser relies on Federal Funding for the School Nutrition Programs or both Federal and State funding for child nutrition department purchases. Funding is not guaranteed; therefore, the Purchaser cannot guarantee that any commitment to purchase will withstand if Funding is discontinued or lost.

5. Award of Contract.

Per applicable laws, rules, and regulations for public procurement, the Purchaser award(s) the most responsive and responsible Vendor(s) whose proposal(s) is/are determined after evaluation by the Purchaser, based on the highest total score received. To qualify for evaluation, proposers must submit all required documents and pricing no later than the submission deadline identified in this document. Proposals that are “copyrighted” are unacceptable. The Purchaser may utilize separate ways to determine “best value.”

5.1. Analyze the total/aggregate cost.

5.2. Analyze by matching line-item totals.

5.3. Analyze a representative sample, market-basket method (highest volume purchases planned) of specified products.

6. Term of Contract and Renewal Options.

The Purchaser will evaluate the contract award prior to the expiration of the then-current term based on factors that may include the annual amount of business, performance, and continued provision of best value to the Purchaser. All parties must mutually agree upon renewal. A renewal agreement will be done in writing along with a new one “1” year contract extension if all parties agree. Renewals must be consecutive 1-year terms, see Solicitation Information Sheet for number of allowed renewal options.

7. Rights Reserved by The Purchaser and Restrictions on RFP Process.

7.1. The Purchaser reserves the right to cancel this solicitation in whole or in part by issuance of a revised or amended Request for Proposals.

7.2. Accept, reject, or negotiate modifications in any terms of the Vendor’s proposal or any parts thereof.

7.3. Conduct oral interviews/discussions or presentations necessary to select the best value Vendor and/or to obtain competitive pricing.

7.4. The Purchaser reserves the right to reject and/or disqualify all proposals, to award contracts for individual products and/or services as may appear advantageous, and to negotiate separately in any manner necessary to serve the best interests of the Purchaser.

7.5. Waive any formalities, technicalities, or other defects if deemed in the best interest of the Purchaser; request clarification and/or correction of the Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities.

7.6. The Purchaser reserves the right to be the sole judge of quality and equality.

STC (rev. 2026/2) Standard Terms | Page 6 of 29

7.7. The Purchaser reserves the right to award one or more contracts, part or whole, to single or to multiple prospective vendors or proposers. The decision to award multiple contracts, award only one contract, or to make no awards, rests solely with the Purchaser. The Purchaser may make multiple awards, and this fact should be taken into consideration by each proposer.

7.8. Make all decisions regarding this RFP, including, without limitation, the right to decide whether a proposal complies with the requirements of this RFP.

8. Financial Responsibility.

The Purchaser assumes no financial responsibility for any costs incurred by prospective vendors in developing and submitting a proposal or any amendments or addenda, participating in pre-bid conferences, interviews, participating in any negotiation sessions or discussions, or any other costs incurred by proposers prior to award of a Contract/Agreement pursuant to this RFP.

9. Agreement Terms.

The terms of this Agreement shall govern all procurements conducted hereunder. No pre-established terms on the Vendor’s order acknowledgments, invoices, or other forms shall have any force or effect. Further, no amendment of this Agreement shall be permitted unless first approved in writing from the Purchaser, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by the Purchaser.

10. Addendum.

Any interpretations, corrections, additions, or changes to this RFP will be communicated to proposers by the issuance of an addendum. It is the responsibility of the proposer, prior to submitting the proposal, to determine whether an addendum was issued. The Purchaser will include all Addendums in the solicitation packet. All proposers shall comply with the requirements specified in any addendum issued by the Purchaser.

11. Clarifications.

The Purchaser may request clarification from Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give a Vendor the opportunity to revise, change or modify its proposal in any way except to the extent of correction of the error. Discussion between the Purchaser and Vendor can also take place after the initial receipt of proposals. The Purchaser reserves the right to conduct discussions with any Vendor submitting a proposal. The Purchaser will not assist the Vendor in the completion, revision, or modification of its proposal.

12. Assignment Delegation.

Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of the Purchaser. Any attempted assignment of this Agreement by Vendor shall be considered null and void. Any purchase or work order made because of this Agreement may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of the Purchaser. Vendor is required to notify the Purchaser when any material change in operations occurs, including but not limited to, changes in distribution rights for

STC (rev. 2026/2) Standard Terms | Page 7 of 29 awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

13. Prohibition Against Contact.

Vendors shall restrict all contact with the Purchaser and direct all questions regarding this RFP to the Point of Contact specified in this solicitation. Do not contact members of the Board of Directors, the Purchaser’s staff members, or other individuals related to the Purchaser. Contact with any of these prohibited individuals after issuance of the RFP and before execution of a contract may result in disqualification of your Proposal.

14. Disqualification.

A Vendor may be disqualified before or after the proposals are opened, upon evidence of collusion with the intent to defraud, or evidence of intent to perform other illegal activities for the purpose of obtaining an unfair competitive advantage.

15. Deviations And Exceptions.

Deviations or exceptions stipulated in a vendor’s response may result in disqualification. Any language to the effect that the Vendor does not consider this RFP to be part of a contractual obligation may result in a disqualification of the Vendor’s proposal. Vendor must not alter any language in this Agreement.

16. Specifications.

Specifications are those developed by the Purchaser to represent items of regularly manufactured products or services.

16.1. The Purchaser’s specifications have been developed to show minimal standards as to the usage, materials, and contents based on their needs.

16.2. Manufacturer's specifications may be referenced, when used by the Purchaser, are to be considered informative to give the bidder information as to the type and kind requested.

Proposals on any reputable manufacturer’s regularly produced product of such items similar and equivalent will be considered.

16.3. If any conflict exists, the written specification will override any referenced brand.

16.4. Compliance with all specifications and conditions is required. All proposals must include a detailed statement of exceptions taken to any part of the request.

17. Equivalent Clause.

Whenever an article or material is defined in this solicitation by describing a proprietary product, or by using the name of a manufacturer, brand name or vendor, the term “or equal,” if not inserted, shall be implied (as applicable). The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency, and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design, and efficiency (as applicable).

STC (rev. 2026/2) Standard Terms | Page 8 of 29

18. Samples.

Samples may be requested and are to be delivered by the bidder to the Purchaser or other location designated by the Purchaser for examination of such samples.

18.1. Notification of sample delivery must be sent to the contact listed in this RFP via email and provide estimated delivery date, delivery tracking information, if applicable, actual delivery date, and who signed to accept delivery.

18.2. Samples needed for a proposal to be evaluated properly must be delivered within ten (10) working days from the time the vendor is notified.

18.3. Each sample must be clearly marked to show the bidder’s name, address, proposal title, and proposal item number for which the sample is being proposed.

18.4. Sample items from the successful bidder may be retained for the purpose of determining that the quality and workmanship of the delivered items are comparable to the sample.

18.5. The Purchaser will pay for all samples if a case or more of the product is requested.

19. Responsive Proposal.

Proposals shall be deemed responsive if they comply with all material and administrative aspects of this procurement solicitation. All required information must be complete with date and signatures where applicable. Missing requested information, documents, and signatures, may place the proposal at risk of being rejected as “non-responsive.”

20. Responsible Vendor.

The Purchaser defines a “responsible vendor” as one with adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the products and/or services herein with an adequate number of trained personnel to ensure quality and performance and completion of contract within the specified time.

Vendors having a history of inconsistent service and unreliability will not be considered by the Purchaser to be a responsible bidder.

21. Accuracy of Data.

The Vendor is responsible for ensuring all pricing, data and documents submitted are accurate, free of missing information and errors, and complete. Errors and inaccurate data entry may disqualify the proposal submission.

22. Penalties.

If Vendor fails to fulfill or abide by the terms and conditions of the Agreement, the Purchaser may take the following action(s):

22.1. Require Vendor to provide detailed documentation outlining the reasons for not fulfilling the agreement.

22.2. Allow the vendor to resolve the situation with pending reasons for failure.

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22.3. Recommend that Vendor no longer be given the opportunity to submit a proposal to the Purchaser and/or that this Agreement be terminated.

23. Right To Audit.

The Purchaser shall upon adequate written notice or ten business days, have the right to audit and examine all of Vendor’s records and accounts relating to the products and services delivered under this Agreement as outlined below. All costs incurred due to the request for the audit will be the responsibility of the Purchaser.

Records to be audited shall occur during normal business hours and shall include, but are not limited to, all Purchase Orders resulting from this Agreement and records which may have a bearing on matters in connection with Vendor’s work for the Purchaser and shall be open to inspection and subject to audit/review and/or reproduction by the Purchaser at the cost of the requestor or their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

23.1. Vendors compliance with this Agreement and the requirements of the solicitation.

23.2. Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices for the Purchaser.

23.3. Compliance with provisions for computing billings to the Purchaser, and/or

23.4. Any other matters related to this Agreement.

24. Open Records/Public Information.

The Purchaser is considered a governmental entity subject to the state’s Public Information Act. The Purchaser considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure under the state’s Public Information Act, after a contract/agreement is awarded or the procurement terminated. Proposers are hereby notified that the Purchaser strictly adheres to all statutes, court decisions, and opinions of the state’s Attorney General or authorized representative with respect to disclosure of information. Any information deemed to be confidential by Proposer should be clearly noted on the page(s) where confidential information is contained, page-by-page and line-by-line the parts of the response which it believes are exempt; however, the Purchaser cannot guarantee that it will not be compelled to disclose all or part of any public record under the Public Information Act, since information deemed to be confidential by Proposer may not be considered confidential under state law, or pursuant to a Court order. Vague or general claims of confidentiality will not be accepted. The Purchaser assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by proposers. Vendor waives any claim against and releases from liability the Purchaser, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in the Agreement or otherwise created, assembled, maintained, or held by Vendor and determined by the Purchaser, the Attorney General, or a court of law to be subject to disclosure under the Public Information Act.

25. Confidentiality.

Vendor and the Purchaser agree to secure the confidentiality of all information and records in accordance with the applicable federal and state laws, rules, and regulations. Vendor and the Purchaser understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable.

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26. Inspection And Acceptance on Direct Deliveries.

Awarded Vendor(s) shall deliver the goods or services procured in this contract/agreement to the Purchaser’s location(s) as noted in the scope of bid. If delivery cannot be made within the proper time, the awarded vendor must coordinate a delayed delivery time with the Purchaser. The Purchaser shall have the right to inspect the goods at delivery before accepting them. If defective, incorrect, or items not meeting specification are delivered without the Purchaser’s permission or ability to inspect, the Purchaser may make the determination to return the good(s) to the vendor at no cost to the Purchaser. The vendor shall be responsible for arranging the return of defective or incorrect good(s). The vendor agrees to pay all shipping and handling costs for any such return shipment. If product is defective, Vendor may give approval to the Purchaser to dispose of the product.

27. Title And Risk of Loss.

Whenever the Purchaser is purchasing (and not leasing) an item under this Agreement, title and risk of loss shall pass upon the latter of the Purchaser’s acceptance of the item or payment of the applicable invoice.

28. Deliveries.

All deliveries under this Agreement shall be freight prepaid, Free on Board (FOB) destination, and Full Freight Allowed. Inside Delivery is to be made unless the delivery is a bulk delivery on pallets that requires the Purchaser to unload. The Purchaser assumes no liability for goods delivered in damaged or unacceptable condition. The successful bidder will manage all claims with carriers, and in case of damaged goods, will ship replacement goods immediately upon notification by the Purchaser. Proposal prices will include all freight and delivery charges.

29. Hours Of Delivery.

Deliveries will only be accepted between the hours noted on the “Solicitation Information Sheet,” unless otherwise specified. Vendors are required to leave deliveries inside the receiving area unless otherwise arranged by the Purchaser. Deliveries for special events or samples during evaluations shall be made as noted in the “Solicitation Information Sheet,” at the designated Purchaser’s address unless prior approval for after-hours delivery has been obtained from the Purchaser. The Purchaser may accept after-hours deliveries or key drops as arranged and approved by both parties.

30. Shipments/Deliveries.

If a product cannot be shipped/delivered within a stated timeframe, Vendor shall notify the Purchaser of the reasons why the product has not shipped and shall provide an estimated shipping/delivery date, if applicable.

The Purchaser may cancel the order if the estimated shipping/delivery time is not acceptable to the Purchaser in its sole discretion. Consistent failure of a Vendor to meet delivery promises without a valid reason is cause for termination of contract.

Vendor may be requested to “hot shot” deliver products if failure to deliver ordered products is fault of vendor. “Hot shot” deliveries must be managed within a 24-hour period of the original delivery time.

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31. Minimums.

If minimum purchase quantities per order and/or per line item are required, the proposer must note these amounts for the line item(s) at the time of submission.

32. Lead Time.

The vendor shall provide the Purchaser with details about products with special lead times or long lead times, or if a product is not produced until the purchase order is received. Products that require special lead time must be noted in the bid response.

33. Shortages.

Vendor and/or sales agents acting on the Vendors behalf shall give 72-hour prior notice to the ordering entity of any anticipated shortages, back orders, and/or out-of-stock items prior to delivery. The Vendor must keep the ordering entity always informed on the status of the order. The Vendor shall be given the opportunity to offer a similar comparable product not to exceed the original bid price. Default in promised delivery, without acceptable reason, authorizes the Purchaser to purchase goods elsewhere, and charge any increase in cost and handling to the defaulting Vendor. The Purchaser accepts no substitutions without prior written approval.

33.1. Vendors must notify the Purchaser of any known shortages, back orders, out-of-stock items, or lead times that could affect multiple ordering entities for any extended period.

33.2. If Vendor fails to notify the Purchaser of a shortage, Vendor must deliver an approved comparable product on the same day of scheduled delivery or the next day to prevent the Purchaser from facing any hardship or an inability to meet meal pattern guidelines.

33.3. Vendors may not substitute a food product that does not meet the Buy American Provision. If a non-domestic substitution is delivered without 72-hour notice and approval from the Purchaser, the vendor will be considered in breach of the awarded contract and may incur penalties as described in these Terms and Conditions.

34. Formation Of a Contract (Declaration of Compliance).

A response to this solicitation is an offer to contract/agreement with the Purchaser based upon the terms, conditions, scope of work, and specifications contained in this procurement solicitation. A solicitation/proposal does not become a contract/agreement unless and until it is accepted by the Purchaser after approval by the Purchaser’s Authorized Designee per local policy.

Upon notice of award, Vendor will be sent a formal letter of “award,” a copy of all Terms and Conditions, and a “contract agreement form” that must be signed and returned.

35. Non-Exclusive Contract.

The Purchaser reserves the right to award multiple contracts/agreements for each category. Categories are established at the sole discretion of the Purchaser. Nothing in this agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to the Purchaser. Any contract resulting from this solicitation is non-exclusive and shall be awarded with the understanding and agreement that it is for the sole convenience of the Purchaser. The Purchaser is free to have multiple contracts for the awarded goods

STC (rev. 2026/2) Standard Terms | Page 12 of 29 and services and may initiate other procurement solicitations or purchasing activity with other vendors at any time, at the Purchaser’s sole discretion. During the term of this Agreement, the Purchaser reserves the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor. Additionally, the Purchaser may have a need to purchase additional items within this category that are not listed on the bid. Vendor is to make these items available to the Purchaser through this Contract/Agreement at the same discounted pricing awarded by the Board of Directors. Bids may be awarded to primary and secondary vendors on an item-by-item basis or by categories. End users may go to the secondary vendors to compare items for best value. If a Vendor has an existing Agreement with the Purchaser, in the same Agreement title, upon award, the new Agreement will immediately supersede the older contract.

36. Firm/Fixed Pricing.

All prices in Vendor’s proposal shall remain fixed and firm for the Term of the Agreement unless otherwise specified in the Special Terms and Conditions and/or bid table.

36.1. Pricing shall encompass the costs of the product’s receipt into storage, distribution, financing and profit, production losses, analyses cost, waste, labor, overhead, and transportation costs of the specified products.

36.2. Vendor must offer bid pricing as Free On Board (FOB) destination as defined by the Purchaser in this solicitation.

36.3. The proposal pricing must be submitted on cases and/or units of quantity specified and extended to show total if applicable.

36.4. Case price must be shown “to the penny” in two decimals unless otherwise indicated. Unit prices must be entered with a minimum of four decimal places.

36.5. In the event of discrepancies in extension, the unit price will govern.

36.6. Vendors are encouraged to provide pricing on specified items, even if no estimated quantity is provided.

36.7. Vendor must not include sales tax with any pricing. The Purchaser is exempt from Federal Excise

Tax, State Tax, and Local Tax. Tax exemption certificates will be furnished upon request.

36.8. The Vendor agrees, upon issuance and acceptance of this proposal, to furnish awarded items or services at the bid price and all other conditions contained in all Terms and Conditions, Specifications, and bid documents within this RFP.

36.9. Title to all supplies and equipment shall be passed to the Purchaser upon receipt except where hidden defects or other bid requirements or specifications are not met.

36.10. The Purchaser retains the right to request Special Pricing for the remaining contract period for products or services not specifically identified in this Proposal but purchased with sufficient movement as identified by mutual agreement of the Vendor and the Purchaser.

36.11. The Purchaser may structure a bid with “Pricing” or “Delivery” areas to allow for full and open competition between large and small companies. Vendors must have the ability to reach all delivery locations in the stated area if Vendor decides to submit a response for that area.

36.12. The Purchaser may include “direct drop” deliveries as separate areas that a vendor may offer separate pricing. Direct drops are deliveries to the Purchaser’s private storage/warehouse or may require multiple deliveries per week.

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37. Credits/Discounts/Rebates.

Any credits, discounts and/or rebates a vendor may receive due to purchasing goods must be included in the pricing proposal or applied immediately upon purchase by the Purchaser and noted on the invoice. All rebates, discounts, and other applicable credits granted by Vendor because of any Supplemental Contracts entered between Vendor and the Purchaser shall accrue directly and exclusively to the Purchaser.

Any discounts for early payments should be noted in the proposal. Vendor(s) may propose volume discounts or other adjustments to the price for large orders. Discounts may be considered in determining low proposal.

38. Special Tools and Test Equipment.

If the price includes the cost of any special test equipment fabricated or required by the Vendor for filling this order, such special tooling and/or test equipment and any related items shall become the property of the Purchaser and shall be identified by the Vendor as such.

39. Price Changes/Adjustments.

During the life of a contract only industry-wide published price changes as reflected in a manufacturer's printed price list, published documentation, or other approved method in a proposal may be submitted to the Purchaser for price adjustment consideration. The Purchaser will accept or reject increases after receipt of a properly submitted request from the Vendor, which includes documentation as to the nature of the change substantiated by, but not limited to, the following: Producer Price Index (PPI), Consumer Price Index (CPI) and any other relevant commodity price indexes or bills of lading or shipping receipts. Any price changes shall be presented to the Purchaser, for acceptance or rejection by the Purchaser, in its sole discretion, using the same format as was accepted in Vendor’s original proposal; all price changes for goods, services, or shipping and freight costs under this Agreement must be approved, in writing, by the Purchaser prior to taking effect. The following documentation shall

39.1. Price changes must be measurable and auditable, and supported by a published index or proof of payment and supporting documentation must be submitted for review. The Producers Price Index is an accurate index for basing product price escalations and de-escalations and bills of lading or shipping receipts for transportation or tariffs. The monthly “PPI Detailed Report,” “Table 9: Producer price indexes and percentage changes for commodity and service groupings and individual items, not seasonally adjusted” can be used as a reference for product price adjustments, both up and down.

39.2. The Purchaser will respond to such requests by 1) granting the request; 2) reassigning the item(s) to another awarded vendor; 3) rebidding the item(s); 4) taking any other action as deemed necessary.

39.3. If a properly submitted increase is rejected, the vendor may cancel such items from the contract by giving the Purchaser written notice. Cancellation will not go into effect for thirty (30) working days after receipt of the written request. Old prices must be honored on orders dated up to the official date of cancellation. Vendors are required to immediately implement any industry wide price decreases that become available. The Purchaser must be notified in writing of any decrease for file updating purposes.

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39.4. In the event a price change request is submitted based on Force Majeure, the Purchaser will review each request on an as-need basis. Vendor shall:

39.4.1. Submit a formal letter along with any available supporting documentation stating the reasons for the increase, the amount of vendor’s cost increase, and start date of new pricing (no sooner than 2 weeks from time of notice to the Purchaser and upon approval).

39.4.2. Submit a copy of the awarded price list that shows both original bid price and new increased or decreased price for each affected item on bid.

39.4.3. Receive written approval from the Purchaser for the acceptance of any increase.

39.4.4. Not increasing original profit margin as submitted in the Vendor’s original bid response. Only external cost increases incurred by the Vendor to manufacture or deliver the awarded product will be approved.

39.4.5. Pricing increases implemented without knowledge of the Purchaser and proper documentation with a minimum of 2 weeks’ prior notice submitted to the Purchaser will not be accepted and credit back to the Purchaser will be required.

40. Product Substitution.

All substitutions require prior approval by the Purchaser as arranged between the Purchaser and the Vendor (email, phone call, text). If applicable, the product substitution request must be accompanied by CN Label or Nutritional Analysis information, and/or other product information if non-food items. The Purchaser reserves the right to request the Vendor to offer substitutes if any material or equipment becomes unobtainable during the term of the contract. Outstanding orders are not automatically amended by an approved substitution. The Vendor must contact the qualified ordering entity 72 hours prior to shipment of the approved substitution.

40.1. If substitutions are made without prior written or verbal approval of the ordering entity, under the Uniform Commercial Code, the entity shall retain the Right to Remedy and purchase the product(s) from another supplier, charging the difference of the bid price to the Vendor.

40.2. Bid pricing for substituted products must be made clear in the prior communication and reason for substitution must be explained.

40.3. The Purchaser provides all awarded contractors with estimated quantities. Vendors are required to gather forecasted products and quantities from the Purchaser. Failure to effectively manage forecasts and order products in a timely fashion to meet the Purchaser’s needs will be considered as faulty on the contractors’ behalf. It is recommended to forecast a minimum of 4-6 weeks out to ensure proper and timely ordering.

40.4. Vendors may not substitute a product that does not meet the Buy American Provision. If a non-domestic food substitution is made without a 72-hour notice to the Purchaser, the contractor will be considered in breach of the awarded contract and may incur penalties as described in these Terms and Conditions.

41. Material Change.

If a material change occurs to a contract entered between the Purchaser and Vendor, the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, the Purchaser may issue a new RFP for the goods or services provided under the previously existing contract. Material change means a modification that exceeds and/or alters the terms of the original contract between the Purchaser and Vendor, STC (rev. 2026/2) Standard Terms | Page 15 of 29 and/or the total contract value greater than 10%. The following anticipated and unanticipated changes are to be considered as well and do not qualify as a material change: 5% upward or downward trend in student enrollment and/or participation to allow flexibility for program growth or decline or unanticipated program and/or regulation changes.

42. Customer Support.

Vendor shall provide timely and accurate technical advice and sales support to the Purchaser. Vendor must provide an assigned Sales Rep(s) to the awarded contract and a direct phone number. General “800” numbers are not allowed. Response time must be within a 24-hour window unless during a holiday closure.

43. Compliance With Laws.

Vendor shall comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations, including, if applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. For the entire duration of this contract/agreement, Vendor shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Agreement. When required or requested by the Purchaser, Vendor shall furnish the Purchaser with satisfactory proof of Vendor’s compliance with this provision.

44. Safety.

Vendors, its subcontractors, and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this Agreement, including, without limitation, those promulgated by the Purchaser and by the Occupational Safety and Health Administration (“OSHA”). All items must meet all applicable OSHA standards and regulations, and all electrical items must bear the appropriate listing from UL, FMRC or NEMA. In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by the Purchaser. Vendor shall indemnify and hold the Purchaser harmless from all claims, demands, suits, actions, judgements, fines, penalties, and liability of every kind arising from the breach of Vendor’s obligations under this provision.

45. HACCP Requirements.

Vendors are…