BPO_Juice_New.pdf

HORIZONS YOUTH SERVICES

BLANKET PURCHASE ORDER FOR JUICE/FLAVORED WATER SERVCE AND

STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS AND SUBCONTRACTS

1. DEFINITIONS

As used throughout this document, the following terms shall have the meanings indicated below:

A. The terms "Government," "Federal," "Federal Government," and "United States" mean the United States of America.

B. The term "HYS" means Horizons Youth Services.

C. The term "prime contract" means the contract issued by the Government under which the subcontract is executed by HYS.

D. The term "contract" means the purchase order or subcontract to which the terms and conditions are attached.

E. The term "Contractor" and/or "Seller" means the individual, partnership, corporation, or association contracting with HYS hereunder to furnish the article(s) and/or service(s) described in the contract.

2. CONTRACT

The provisions of this contract constitute the complete and exclusive agreement between the parties hereto and supersede all previous communications, representations, or agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof; and no agreement or understanding varying or extending the terms and conditions of this contract will be binding unless in writing and signed by an authorized HYS representative. If any term in Seller’s agreements or documents is contrary to the terms of this contract, this contract is controlling. This shall become a binding contract on the terms and condit ions set forth herein, when it is accepted by Contractor, ei ther by acknowledgement or commencement of performance. Contractor agrees at all times to comply with all applicable state, federal, and local laws.

3. WAGE COMPARABILITY

As appropriate and required, Contractor shall pay Davis-Bacon and/or Service Contract Act prevailing wages and ensure that their subcontractors follow those provisions. Contractor is liable for costs if wages are paid below the prevailing rates. The prior sentence will survive the expiration or termination or this agreement.

4. HAZARDOUS MATERIALS/SUBSTANCES

Subcontractor shall identify Material containing a hazardous substance including, but not limited to, those governed by the Resource Conservation and Recovery Act, Hazardous Materials Transportation act, and Toxic Substance Control Act and any similar acts and regulations there under. Each self-contained unit and carrier shall be marked identifying the existence of a hazardous material or substance and its name.

5. ADMINISTRATION AND LIAISON

All inquiries, including technical inquiries and correspondence regarding all orders, will be directed to the attention of cognizant Buyer. HYS will not be bound by any agreements or changes to any part of any contract made as a result of inquiries and liaison between Contractor and HYS personnel, other than authorized Procurement personnel.

6. INVOICES AND PAYMENT

Contractor shall prepare at the time of shipment full and complete invoices of the goods sold and shall deliver of the said invoice by mail or otherwise to HYS. Contractor shall be paid in accordance with the terms of the contract, upon the submission of said invoices at the prices stipulated in the contract for material delivered and accepted, or services rendered and accepted. For purposes of discounts the effective date of the invoice shall be construed to be the date of receipt of the goods and actual acceptance at HYS (or such other destination as designated in the contract schedule) or the date of receipt by HYS of Contractor's acceptable invoice, whichever occurs later.

7. QUALITY AND INSPECTION:

The Materials supplied hereunder shal l be of good qual ity, free from any faults and defects, in conformance with this Order, and shall at all times be subject to HYS’s inspection before acceptance by HYS. Neither, however, HYS’s inspection nor failure to inspect shall relieve Subcontractor of any obligations, representations or warranties hereunder. If the Materials fail to conform to HYS ’s specifications or are otherwise defective, Subcontractor shall promptly replace same at Subcontractor’s sole expense. Any service supplied hereunder shall be of good quality, free from any faults or defects and in conformance with this Order.

HYS or the Government, through any authorized representatives, has the right, at all reasonable times, to inspect or otherwise evaluate the work performed or being performed and/or material delivered hereunder and the premises in which it is being performed, assembled or manufactured. If any inspection or evaluation is made by HYS or the Government on the premises of Contractor or its subcontractors, Contractor shall provide and shall require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of HYS or the Government representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as to not unduly delay Contractor's work.

8. DELIVERIES, OVERAGES AND EXTRAS

Deliveries are to be made both in quantities and at the time and method specified in the contract or modification thereof. HYS will have no liability for payment for material or items delivered to HYS, which are in excess of quantity specified in the delivery schedules, unless such excess is agreed upon by HYS in writing by an authorized Procurement representative.

9. WARRANTY

Subcontractor warrants that all articles, materials, and equipment supplied under this order conform to the specifications of this order, to be of merchantable quality, and to be free from defect in materials and workmanship. Subcontractor shall honor standard commercial guarantees and warranties offered by the manufacturer, and any other specific warranty or guarantee specified elsewhere in this order.

10. TAXES

Contractor agrees that, unless otherwise indicated in the contract, (a) the prices therein do not include any state or local sales, use or other tax from which an exemption is available for purposes of the contract under Public Law 99-496, and (b) the prices herein include all other applicable federal, state, and local taxes in effect at the date of this contract. In the event it shall ever be determined that any tax included in the prices therein was not required to be paid by Contractor, Contractor agrees to notify HYS and to make prompt application for the refund thereof, to take all proper steps to procure the refund and when received to pay the same to HYS. It is agreed that Contractor will be treated as an independent individual contractor and not as an employee of HYS for federal tax purposes.

11. INSURANCE

Where applicable, contractor shall maintain and provide proof of (1) worker's compensation insurance complying with State and Federal requirements with employer’s liability limits of not less than $500,000;

(2) general liability insurance with a minimum limit of $l,000,000 for each occurrence and an aggregate limit of $3,000,000; (3) where appropriate, Comprehensive Business Automobile Liability insurance with a minimum combined single limit of $l, 000,000; (4) where appropriate, Professional Liability insurance with a minimum limit of $l,000,000 for each occurrence and an aggregate of $3,000,000.

12. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless HYS and its officers, directors, employees, agents, shareholders, partners, joint ventures, affiliates, successors and assigns from and against any and all liabilities, obligations, claims, demands, suits, losses, expenses, damages, fines, judgments, settlements and penalties, including, without limitation, costs, expenses and attorneys’ fees incident thereto, arising out of or based upon contract damages, property damage or bodily injury (including death at any time resulting therefrom) to any person, including Contractor’s employees, affiliates, or agents, occasioned by or in connection with (1) Contractor’s performance of (or failure to perform) the contract duties hereunder; (2) a violation of any laws or any negligent act or omission by Contractor or its affiliates, subcontractors, agents or employees during the performance of the contract duties hereunder; or (3) a breach of this Agreement by Contractor or any of its affiliates, subcontractors, agents, or employees.

13. ASSIGNMENT

Contractor shall not delegate any duties, nor assign any rights or claims under the contract, or for breach thereof, without prior consent of HYS, and any such attempted delegation or assignment shall be voided.

14. NOTICE OF DELAYS AND LABOR DISPUTES

Whenever Contractor encounters any difficulty that is delaying or threatens to delay the timely performance of this contract (including actual or potential labor disputes), Contractor shall immediately give notice thereof in writing to HYS, stating all relevant information with respect thereto. Such notice shall not in any way constitute a basis for an extension of the delivery schedule or be construed as a waiver by HYS of any rights or remedies to which it is entitled by law or pursuant to provisions of this contract.

Failure to give such notice, however, may be grounds for denial of any request for an extension of the delivery schedule because of such delay.

15.CHANGES

No modification of any of the terms or conditions of this order, including, but not limited to, delivery, price, quality, quantities, and specifications, will be effective without the prior written consent of HYS.

16.DEFAULT

In the event either party shall be in breach or default of any of the terms, conditions, or covenants of this agreement, and such breach or default continue for a period of thirty (30) days after the giving of written notice by the other party hereto, then in addition to all other rights and remedies of law or equity or otherwise, the other party hereto shall have the right to cancel this agreement without any charge or liability whatsoever, except as to payment for material already received and accepted by HYS.

17. FORCE MAJEURE

Supplier or HYS may delay delivery or acceptance occasioned by causes beyond Supplier’s or HYS’s reasonable control. If such delay exists beyond a period of five (5) working days, HYS, at its own option, shall have the right to: (a) terminate the Purchase Order, in whole or in part, (b) suspend the Purchase Order for the duration of the delaying cause, (c) resume performance under the Purchase Order once the delaying cause ceases, (d) or extend the effective dates up to the length of time the contingency endured, all without liability to the Supplier.

18. INFORMATION CONCERNING ENROLLEES, PARTICIPANTS, OR ACTIVITIES

Contractor agrees to keep confidential and not to use or disclose to others any information related to HYS, its enrollees/participants and/or activities or the terms of the contract, without prior written approval of HYS. This paragraph will survive the expiration or termination of this agreement.

19. DUPLICATION OF EFFORT

Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any charged against any other Government contract, subcontract, or other HYS or Government source. Contractor agrees to advise HYS in writing of any other Government contract or subcontract it has performed, or is performing, which involves work directly related to the purpose of this contract.

20. STUDIES/EVALUATIONS

Contractor agrees that all studies, evaluations, proposals and data produced or developed in the performance of this contract for which reimbursement is appropriate hereunder shall become the property of HYS. This provision does not preclude Contractor from seeking copyright of materials, other than those described above, such as teaching material and curricula.

21. TERMINATION DUE TO LOSS OF GOVERNMENT FUNDING

HYS has the right to cancel this contract, immediately, should the applicable government agency no longer provide funding for this contract.

22. TERMINATION OF CONTRACT

HYS may terminate this contract for any reason upon giving of thirty (30) days written notice to the other party of such termination.

23. SEVERABILITY

In the event that any term, condition, or provision contained herein shall be held to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision shall, to that extent be omitted from the Agreement and not affect the validity, legality, or enforceability of the remaining sections of the Agreement.

24. PROPOSAL

In compliance with the Proposal Provisions, Scope of Work, Terms and Conditions and other specifications contained in this proposal package, the undersigned proposes to provide cafeteria juice/flavored water services for the Muhlenberg Career Development Center located at 3875 State Route Highway 181 North, Greenville, Ky. 42345.

The undersigned agrees to sell the Center cafeteria juice services as follows;

Flavored water at __________________________________per ounce

Orange juice at ____________________________________per ounce

Cranberry juice at___________________________________per ounce

Apple juice at______________________________________per ounce

Grape juice at______________________________________per ounce

Sugar free lemonade at ______________________________per ounce

Sugar free fruit punch at _____________________________per ounce

Pineapple juice at ___________________________________per ounce

Strawberry,banana,kiwi juice at ________________________per ounce

Apple,peach,kiwi juice at______________________________per ounce

Blue raspberry juice at ________________________________per ounce

Gator-orange juice at _________________________________per ounce

Gator lemon/lime juice at______________________________per ounce

Apple raspberry juice at________________________________per ounce

Vendor must state whether the above prices are for mixed or concentrated blends.

Above pricing includes labor, materials, equipment, transportation to include fuel and supervision to accomplish the scope of work.

25. Statement of Work

Provide two juice dispensers with 6 to 8 dispensing heads and 2 fortified water dispensers with 4 dispensing heads and 6 different flavors of water.

A minimum of two deliveries per month will be made between the hours of 8:00 to 10:00 am or 1:00 to 4:00 pm Monday thru Friday.

During each delivery the dispensing machines must be cleaned and serviced by vendor personnel.

Any maintenance costs associated with the dispensing machines will be born by the vendor. All machines must be repaired no later than two business days after notification is made of a problem.

26. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

The contractor shall be required to adhere to the FAR Clause(s) applicable to this project. The section and title of the applicable clause(s) is listed below.

52.252.2 Clauses Incorporated By Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer shall make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/far/.

A. All Contracts:

FAR Reference Date Title 52.202-1 (Jul-04) Definitions 52.203-3 (Apr-84) Gratuities 52.203-5 (Apr-84) Covenant Against Contingent Fees 52.204-7 (Apr-08) Central Contractor Registration 52.204-9 (Jan 2011) Personal Identity Verification of Contractor Personnel 52.219-8 (Jan 2011) Utilization of Small Business Concerns 52.222-21 (Feb-99) Prohibition of Segregated Facilities 52.222-26 (Mar-07) Equal Opportunity 52.222-40 (Dec 2010) Notification of Employee Rights Under the National Labor Relations

Act 52.222-50 (Feb-09) Combating Trafficking in Persons 52.223-5 (May 2011) Pollution Prevention and Right-to Know Information 52.223-6 (May-01) Drug-Free Workplace 52.223-10 (May 2011) Waste Reduction Program 52.223-12 (May-95) Refrigeration Equipment and Air Conditioners 52.223-15 (Dec-07) Energy Efficiency in Energy-Consuming Products 52.223-16 (Dec-07) IEEE 1680 Standard for the Environmental Assessment of Personal

Computer Products 52.223-17 (May-08) Affirmative Procurement of EPA-Designated Items in Service and

Construction Contracts 52.224-1 (Apr-84) Privacy Act Notification 52.224-2 (Apr-84) Privacy Act 52.225-13 (Jun-08) Restrictions on Certain Foreign Purchases 52.228-7 (Mar-96) Insurance-Liability to Third Persons 52.228-8 (May-99) Liability and Insurance-Leased Motor Vehicles 52.230-2 (Oct 2010) Cost Accounting Standards 52.230-6 (Jun 2010) Administration of Cost Accounting Standards 52.232-9 (Apr-84) Limitation on Withholding of Payments https://www.acquisition.gov/far/

FAR Reference Date Title 52.232-18 (Apr-84) Availability of Funds 52.232-25 (Oct-08) Prompt Payment/Alternate I (Feb-02) 52.232-33 (Oct-03) Payment by Electronic Funds Transfer-Central Contractor Registration 52.233-1 (Jul-02) Disputes/Alternate I (Dec-91) 52.233-3 (Aug-96) Protest after Award/Alternate I (Jun-85) 52.233-4 (Oct-04) Applicable Law for Breach of Contract Claim

52.23 7-2 (Apr-84) Protection of Government Buildings, Equipment, and Vegetation 52.244-6 (Dec 2010) Subcontracts for Commercial Items 52.246-25 (Feb-97) Limitation of Liability-Services

B. All Contracts in excess of $2,000 (include all of the above) - Construction FAR Reference Date Title

52.222-6 (Jul-05) Davis-Bacon Act – Secondary Site of the Work 52.222-10 (Feb-88) Compliance with Copeland Act Requirements 52.222-11 (Jul-05) Subcontracts (Labor Standards) 52.222-13 (Feb-88) Compliance with Davis-Bacon and Related Act Regulations 52.242-2 (Apr-91) Production Progress Reports

52.242.15 (Aug-89) Stop Work Orders/Alternate 1 (Apr-84)

C. All Contracts in excess of $2,500 (include all of the above) – Services (including medical) FAR Reference Date Title

52.222-41 (Nov-07) Service Contract Act of 1965 52.222-50 (Feb-09) Combating Trafficking in Persons 52.222-51 (Nov-07) Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment – Requirements

52.222-53 (Feb-09) Exemption from Application of the Service Contract Act to Contracts for Certain Services – Requirements

52.237-7 (Jan-97) Indemnification and Medical Liability Insurance

D. All Contracts in excess of $3,000 (include all of the above) FAR Reference Date Title

52.219-28 (Apr-09) Post-Award Small Business Program Representation 52.222-1 (Feb-97) Notice to the Government of Labor Disputes 52.222-2 (Jul-90) Payment for Overtime Premiums 52.222-3 (June-03) Convict Labor 52.225-1 (Feb-09) Buy American Act-Supplies 52.232-23 (Jan-86) Assignment of Claims

E. All Contracts in excess of $10,000 (include all of the above)

FAR Reference Date Title 52.222-36 (Oct 2010) Affirmative Action for Workers with Disabilities

FAR Reference Date Title 52.209-6 (Dec 2010) Protecting the Government’s Interest when Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment