2-CIESC Region 9 Contract Terms and Required Forms-Food Distributor RFP 2027-2028.docx.pdf

CONTRACT TERMS & PROVISIONS

A contract between the CIESC and the Vendor shall be governed in accordance with the laws of the State of Indiana and all applicable Federal regulations. The following information are descriptions of the required forms and policies that are a requirement of this request for proposal.

CIESC follows the rules and regulations regarding procurement as set forth by the Indiana State Board of Accounts and the Indiana Department of Education/Food Procurement Division and the requirements of the USDA.

State, Federal and Local Purchasing Policies and required forms are listed below. Any questions relating to these policies or any that are not listed are to be directed to the CIESC Child Nutrition Coop Manager.

This contract will be used by public agencies, including educational institutions, which are recipients of federal funds.

As such, the awarded Supplier(s) must comply with applicable provisions of the Education Department General

Administrative Regulations (EDGAR) and the Uniform Administrative Requirements, Cost Principles, and Audit

Requirements for Federal Awards (2 CFR Part 200) when federal funds are used to make purchases under this agreement.

The RFP, all issued amendments, the awarded Vendor’s accepted proposal, and applicable exhibits and attachments are incorporated into the resulting Agreement. By submitting a proposal, Vendor acknowledges that it has reviewed and agreed to all requirements contained in the RFP. Any exceptions must be clearly identified in the Vendor’s proposal. Failure to identify an exception shall constitute acceptance of the applicable requirement. The individual signing the proposal and Agreement represents that he or she is authorized to bind the Vendor.

GENERAL CONTRACT TERMS

1. Identification of Parties to the Agreement Clause

a. The Agreement shall identify CIESC Region 9 Child Nutrition Coop and the awarded vendor as the parties to the Agreement. Neither party may assign the Agreement or delegate its material obligations without the prior written consent of the other party, except as otherwise expressly permitted by the Agreement.

2. Entire Agreement Clause

a. This Agreement, including the RFP, amendments, Vendor’s accepted proposal, exhibits, and incorporated attachments, constitutes the entire agreement between the parties and supersedes prior oral or written communications concerning the subject matter.

3. Applicable and Governing Law Clause

a. The Agreement shall be governed by applicable federal law and the laws of the State of Indiana. The

Vendor shall comply with all applicable federal, state, and local laws, regulations, USDA requirements, and Indiana Department of Education requirements applicable to the goods and services provided under the Agreement.

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b. Any legal action arising from the Agreement shall be brought in a court of competent jurisdiction in the State of Indiana, unless otherwise required by applicable law.

4. Conflict of Interest

a. Vendor shall comply with applicable federal, state, and local conflict of interest requirements. Vendor shall disclose any actual or potential conflict of interest involving the procurement, award, or administration of this Agreement.

5. Notices Clause

a. Notices required under the Agreement shall be provided in writing by mail, recognized delivery service, or other verifiable means to the designated representatives of the parties. Each party shall be responsible for maintaining current contact information and promptly notifying the other party of any change.

6. Effect of Regulation

a. If a change in federal, state, or local law, regulation, USDA requirement, or IDOE requirement materially affects the Agreement, the parties shall cooperate in good faith to modify the Agreement as necessary to maintain compliance.

b. If compliance with the change materially alters the scope, cost, or feasibility of the Agreement and the parties cannot reach an acceptable modification, CIESC may terminate the affected portion of the Agreement upon written notice, subject to applicable law and procurement requirements.

7. Independent Contractor

a. Vendor is an independent contractor and is not an employee, agent, partner, or joint venturer of

CIESC, or any participating School Food Authority.

8. Evidence of Insurance

a. Vendor shall maintain insurance appropriate to the goods and services provided under the Agreement, including at a minimum:

i. Workers’ Compensation as required by law

ii. Commercial General Liability

iii. Automobile Liability covering owned, hired, and non-owned vehicles used in performance of the Agreement

iv. Products/Completed Operations coverage

b. CIESC may require additional insurance based on the scope and risk of the procurement.

c. Vendor shall provide certificates of insurance upon request and shall maintain required coverage throughout the contract term.

9. Historically Underutilized Business (HUB) Statement

a. CIESC encourages participation by qualified small, minority-owned, women-owned, and other historically underutilized businesses when practicable. Such participation is not a condition of award and no preference or set-aside applies unless expressly state in the RFP.

10.Assurance of Ethical Practices

a. Per regulation 7CFR3016.36(3) the Vendor must maintain written standards of conduct (or code of ethics) covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. The standards of conducts must include:

i. No employee, officer or agent of Vendor shall participate in selection, or in the award or administration of a Contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.

ii. The Vendor’s officers, employees or agents will neither offer, solicit, nor accept gratuities, favors or anything of monetary value from customers, potential customers, contractors, potential contractors, or parties to sub-agreements.

iii. The Vendor may set minimum rules where the financial interest is not substantial or the gift is

2 | Page an unsolicited item of nominal intrinsic value, as permitted by law. To the extent permitted by law, such standards of conduct will provide for penalties, conditions, or other disciplinary actions for violations of such standards by the Firm’s officers, employees, or agents, or by contractors, sub-contractors or their agents.

11.Allowable Costs

a. No expenditure may be made from the nonprofit CNP account that permits or results in the Vendor receiving payment in excess of the Vendor’s actual, net allowable costs. The Vendor must maintain documentation of costs, discounts, rebates and other applicable credits and must furnish such documentation upon request to the SFA’s, the Indiana Department of Education or USDA. All end user intended discounts, rebates and applicable credits received by the Vendor when purchasing goods on behalf of the SFA must be returned to the SFA’s non-profit school food service account.

PERFORMANCE & TERMINATION TERMS

1. Right to Terminate for Cause

a. Either party may terminate the Agreement for material breach if the breaching party fails to cure the breach within ten (10) days after receiving written notice, unless the breach is not reasonably capable of cure or immediate termination is otherwise permitted by the Agreement or applicable law.

b. CIESC may terminate immediately when necessary to protect student health and safety, comply with law or regulatory requirements, or address a serious food safety or product integrity concern.

2. Right to Terminate for Convenience

a. CIESC may terminate the Agreement, in whole or in part, upon thirty (30) days’ written notice. A participating School Food Authority may discontinue its participation in the Agreement upon written notice to CIESC when permitted by the Agreement.

b. CIESC or a participating School Food Authority may terminate immediately or upon ten (10) day’s written notice when:

i. Product formulation materially changes

ii. Products fail to meet specifications

iii. Products are contaminated, unsafe, or otherwise unfit for use

iv. Vendor repeatedly fails to meet delivery or service requirements

v. Vendor fails to correct a material service problem

vi. Vendor fails to honor contracted pricing

vii. Continued use of the contract would violate applicable federal, state, or local requirements.

3. Nonperformance of Contract

a. Vendor shall be responsible for losses, costs, or liabilities resulting from Vendor’s failure to perform the Agreement in accordance with its terms.

b. To the extent permitted by law, Vendor shall reimburse CIESC and affected participating School Food

Authorities for documented losses resulting from Vendor’s negligence, willful misconduct, material breach, inaccurate product information, unauthorized substitutions, or failure to comply with applicable Child Nutrition requirements. This includes documented meal overclaims or disallowed costs attributed to Vendor’s actions or omissions.

4. Force Majeure

a. In the event that either party is unable to perform any of its obligations under this contract or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (hereinafter referred to as a “Force Majeure Event”), the party who has been so affected shall immediately or as soon as is reasonably possible under the circumstances give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, 3 | Page all obligations under this contract shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this contract.

b. Force majeure does not excuse Vendor from notifying CIESC of shortages or making reasonable efforts to provide compliant alternatives.

5. Licenses, Permits, and Regulatory Compliance

a. Vendor shall maintain all licenses, permits, registrations, certifications, and approvals required to provide the products and services under the Agreement.

b. Vendor shall comply with all applicable federal, state, and local food safety, storage, transportation, labeling, sanitation, health, and regulatory requirements.

c. Vendor shall provide documentation of required licenses, permits, certifications, and regulatory approvals upon request.

d. Vendor shall notify CIESC immediately of any suspension, revocation, expiration, or material restriction affecting its ability to perform the Agreement.

LOCAL, STATE, AND FEDERAL CONTRACT PROVISIONS

1. USDA Nondiscrimination Statement

a. In accordance with Federal Civil Rights laws and US Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA. Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information should contact the State or local Agency that administers the program or contact USDA through the Telecommunications Relay Service at 711. Additionally, program information may be made available in languages other than English.

2. Non-Collusion Acceptance

a. By submitting a proposal, the person named on the electronic bid form declares that he/she has authority to offer the prices bid and can confirm the following: “I certify that this bid is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a bid for the same materials, supplies or equipment and is in all respect fair and without collusion or fraud.

I understand that collusive bidding is a violation of State and Federal law and can result in fines, prison sentences and civil damage awards.” This statement and the Non-Collusion Affidavit form must be included in your submission. This form MUST be notarized to be accepted. Please send the original, signed Non-Collusion Affidavit to: CIESC, Attn: Kara O’Neil, 3500 DePauw Blvd. Suite 2020, Indianapolis, IN 46268.

3. Employment Eligibility Verification (E-Verify)

a. As required by IC § 22-5-1.7, the vendor swears or affirms under the penalties of perjury that the vendor does not knowingly employ an unauthorized alien. The vendor further agrees that:

i. The vendor shall enroll in and verify the work eligibility status of all his/her/its newly hired employees through the E-Verify program as defined in IC § 22-5-1.7. The vendor is not required to participate should the E-Verify program cease to exist. Additionally, the vendor is not required to participate if the vendor is self-employed and does not employ any employees.

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ii. The vendor shall not knowingly employ or contract with an unauthorized alien. The vendor shall not retain an employee or contract with a person that the vendor subsequently learns is an unauthorized alien.

iii. The vendor shall require his/her/its subcontractors, who perform work under this contract, to certify to the vendor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The vendor agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor.

4. Debarment and Suspension

a. Vendor certifies, by submission of a response to this solicitation, that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in federally assisted programs. This certification is made in accordance with 2 CFR Part 180 and 2 CFR Part 417.

b. Vendor shall notify CIESC promptly if its eligibility status changes during the contract term.

5. Equal Employment Opportunity

a. Except as otherwise provided under 41 CFR Part 60, all participating agency purchases or contract that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR Part 60-1.4(b), in accordance with Executive Order 11246.

6. Davis Bacon Act

a. When required by federal program legislation, any prime construction contract in excess of $2,000 awarded under this solicitation shall comply with the Davis-Bacon Act, as amended (40 USC 3141-3148), and the implementing regulations of the US Department of Labor at 29 CFR Part 5.

b. Contractors and subcontractors performing work under covered construction contracts shall pay wages to laborers and mechanics at rates not less than the prevailing wages determined by the Secretary of Labor and shall pay wages not less than once per week. The applicable wage determination issued by the US Department of Labor shall be made a condition of contract award.

7. Copeland “Anti-Kickback” Act

a. Vendors shall comply with the Copeland “Anti-Kickback” Act (40 USC 3145) and the implementing regulations at 29 CFR Part 3, which prohibit contractors or subcontractors from inducing any person employed in the construction, completion, or repair of public work to give up any part of the compensation to which the person is otherwise entitled. Any suspected or reported violations shall be reported by CIESC to the appropriate Federal awarding agency.

8. Contract Work Hours and Safety Standards Act

a. Where applicable, contracts in excess of $100,000 that involve the employment of mechanics or laborers shall comply with the Contract Work Hours and Safety Standards Act (40 USC 3701-3708), as supplemented by Department of Labor regulations (29 CFR Part 5).

b. Under 40 U.S.C. 3702 of the Act, vendors are required to compute the wages of every mechanic and laborer based on a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the workweek.

c. The requirements of the 40 U.S.C. 3704 applies to construction work and provides that no laborer or mechanic must be required to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchase of supplies, materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

9. Rights to Inventions Made Under a Contract or Agreement

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a. If the Federal award meets the definition of a funding agreement under 37 CFR 401.2(a) and the Vendor wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment, or performance of experimental, developmental, or research work, the Vendor shall comply with the requirements of 37 CFR Part 401, Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements.

10.Clean Air and Water Statement

a. Contracts and subcontracts in excess of $150,000 shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401 et seq.) and the Federal Water Pollution Control Act (33 USC 1251 et seq.).

b. Vendor shall report violations to the Federal awarding agency and the appropriate Environmental Protection Agency (EPA) Regional Office.

11.Byrd Anti-Lobbying Amendment

a. Vendors that apply or bid for an award exceeding $100,000 shall comply with the Byrd Anti-Lobbying

Amendment (31 U.S.C. 1352). Vendors must file the required certification and disclosures regarding lobbying activities, if applicable

12.Solid Waste Disposal Act

a. In accordance with the Solid Waste Disposal Act, as amended by the Resource Conservation and

Recovery Act (RCRA) (42 USC 6901 et seq.), vendors shall comply with all applicable standards, orders, and regulations issued pursuant to the Act. Vendors shall also comply with Environmenal Protection Agency regulations at 40 CFR Part 247 concerning the procurement of recovered materials.

13.Energy Policy and Conservation Act

a. Contracts shall comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201 et seq.).

14.Access to Public Records

a. Supplier acknowledges that CIESC is subject to the Indiana Access to Public Records Act (IC 5-14-3).

Records relating to this Agreement may be subject to public disclosure unless an exemption applies.

The Supplier agrees to provide records as necessary to CIESC to comply with public records requests.

CIESC shall make the final determination regarding disclosure in accordance with Indiana law. This provision shall survive termination of the Agreement.

15.USDA Buy American Requirement

a. In accordance with the Buy American requirements of the National School Lunch Program and School

Breakfast Program (7 CFR 210.21(d) and 220.16(d)), Suppliers shall provide domestic commodities or products to the maximum extent practicable. Exemptions may be granted only when domestic products are not available in sufficient quantity or quality or are significantly higher in cost and must be documented in accordance with USDA and IDOE guidance. Suppliers shall identify non-domestic items and cooperate in maintaining Buy American documentation.

16.Procurement of Recovered Materials

a. Suppliers shall comply with applicable standards and policies relating to the procurement of recovered materials, to the maximum extent practicable, when the purchase exceeds $10,000 or when the quantity of items purchased in a fiscal year exceeds $10,000, in accordance with 2 CFR

200.323 and 40 CFR Part 247.

17.Lunsford Act

a. The Jessica Lunsford Act requires all contracted vendors who are permitted access on school grounds when students are present, who have direct contact with students, or have access to or control of school funds, to undergo a background check.

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18.Food Safety

a. Vendor shall operate in accordance with all applicable laws, ordinances, regulations, and rules of federal, state and local authorities, including but not necessarily restricted to a Hazard Analysis and Critical Control Point (HACCP) plan. SFA’s may inspect Vendor’s facilities and vehicles. Vendor must have documented their compliance with Good Agricultural Practices (GAPs), Standard Operating Procedures (SOPs), Sanitary Standard Operating Procedures (SSOPs) and Good Management Practices (GMPs) for farm and field operations, packing facilities, cold storage operations, produce shippers, and their distribution facilities, if appropriate.

b. Products must be held at the proper temperatures and humidified as recommended by packers, manufacturers, or current Indiana Code, so as to maintain the products and packages at optimum levels of quality and condition. Vendor shall be liable for the safety and appearance of products and packaging materials. Any products or packages received that are out of condition, as per HACCP or other applicable guidelines will be returned for full credit.

c. Temperature logs will be available for review, at any time during the Contract period.

d. The warehouse and delivery vehicles must be clean, be free of insects and rodents, and be adequate for storing and delivering products (dry, chilled, and frozen).

e. Vendor shall provide access to their current Hazard Analysis Critical Control Point plan, latest facility inspections and comments from applicable federal, state and local agencies and procedures for food safety and sanitation, including procedures for product holds and recalls.

f. Vendor shall be expected to voluntarily comply with all Federal, State and Local mandates regarding the identification and recall of foods from the commercial and consumer marketplace. Vendor shall have a written process in place to effectively respond to a food recall: the process must include accurate and timely communications to the SFA’s and assurance that unsafe products are identified and removed from SFA’s sites in an expedient, effective and efficient manner. Vendor shall maintain all paperwork required for immediate and proper notification of recalls for full and split cases.

Vendor Acknowledgement of Contract Terms

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Vendor Certification

Vendor Initial if AGREE to terms

1. Debarment and Suspension

2. Equal Employment Opportunity

3. Davis Bacon Act

4. Copeland “Anti-Kickback” Act

5. Contract Work Hours and Safety Standards Act

6. Right to Inventions Made Under a Contract or Agreement

7. Clean Air and Water Act

8. Byrd Anti-Lobbying Amendment

9. Solid Waste Disposal Act

10.Energy Policy & Conservation Act

11.Record Retention

12.Termination for Cause or Convenience

13.Buy American Act

14.Procurement of Recovered Materials

15.Supplier Administration Agreement

Name of Company Printed Name of Authorized Representative

Date Signature of Authorized Representative

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PROPOSAL SIGNATURE PAGE

By signing below, I agree:

Pursuant to notices given, the undersigned offers a bid to the CIESC Region 9 Child Nutrition Coop in accordance with the requirements stated herein. Determination of award will be based upon factors stated herein and judgment of the bids best meeting the requirements of the program. Any changes or alterations in the specified items or failure to respond to any requirement may lead to the rejection of the bid.

Respondent understands that this bid is a legal commitment of pricing and terms, and that such pricing may only be withdrawn with the written approval of the ECPA. Failure to honor pricing, terms and conditions as proposed may result in ECPA pursuing all appropriate action, including action against the bid surety and/or prohibition of future business with the ECPA. Bids are to be provided on the bid response forms provided (or utilizing the same format)

Acceptance of any response will be based on the assumption that the respondent fully understands the specifications and conditions, and accepts them without reservation.

I agree by signing below that I am authorized to bind the proposing organization to all commitments made herein, and if selected, agree to provide “K12 Food Distributor and Group Purchasing Organization for the 2027-2028 School Year” as specified.

Signature

Title

Company Name

Date

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NON-COLLUSION AFFIDAVIT

STATE OF __________________ )

___________________COUNTY)

The undersigned offeror or agent, being duly sworn on oath, says that he has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be offered by any person nor to prevent any person from making an offer nor to induce anyone to refrain from making an offer and that this offer is made without reference to any other offer.

Offeror (Firm)

Signature of Offeror or Agent

Subscribed and sworn to before me this ________ day of _________________, ______

My Commission Expires: _________________ _______________________________

Notary Public

County of Residence __________________

Source: IC 5-22-16-6

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E-Verify Program

The Indiana General Assembly in 2011 adopted Indiana Code 22-5-1.7-11. This statute requires the Educational Cooperative Purchasing Alliance to obtain from its vendors certification that the vendor does not knowingly employ an unauthorized alien and it participates in the E-verify program. As part of your proposal response, please read the declaration below, then sign and return it with your response. This must be included in your bid response to be considered a responsible and responsive bidder.

Declaration

1. I have reviewed Ind. Code 22-5-1.7 sections 11 through 13 and have sufficient knowledge of the personnel practices of the Business Entity to execute this Declaration on behalf of the Business Entity.

2. The Business Entity has legal counsel and has had the opportunity to consult that counsel, and accordingly, it has not relied on the Governmental Entity’s advice or counsel in complying with the legal requirements addressed in this Declaration.

3. The Business Entity is enrolled in and uses the federal E-Verify program to verify the eligibility to work of all newly hired employees of the Business Entity.

4. The Business Entity does not knowingly employ applicants or retain in its employ a person whose immigration status makes them ineligible to work for the Business Entity.

5. The Business Entity has verified that any subcontractors utilized to deliver services to the Governmental Entity through the Business Entity’s contract with the Governmental Entity use the E-Verify system and do not knowingly employ persons whose immigration status makes them ineligible to work for the subcontractor.

6. As an authorized agent of the Business Entity, I acknowledge that Ind. Code 22-5-1.7-13 requires that the Business Entity’s compliance with the terms of this Declaration be incorporated into the Business Entity’s contract for services with the Governmental Entity, and if the Business Entity fails to remedy a violation of this provision of its contract for services with the Governmental Entity within the thirty (30) day period prescribed in Ind. Code 22-5-1.7-12(b), violation of this term of that contract for services requires termination of that contract and that the Business Entity is liable to the Governmental Entity for actual damages.

I declare under penalty of perjury, a Class D Felony, that the foregoing representations are true.

Business Entity Name: Date:

Agent’s Printed Name:

Agent’s Signature:

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Debarment and Suspension Statement

CERTIFICATION THAT CONTRACTOR, ITS PRINCIPALS OR SUB-RECIPIENTS ARE NOT

SUSPENDED OR DEBARRED FROM DOING BUSINESS WITH THE FEDERAL GOVERNMENT

By signing below, respondent certifies that the responding contractor, its principals and/or sub-recipients are not suspended or debarred by the Federal Government, nor is any known suspension or debarment procedure pending. Contractor agrees to notify ECPA in writing of any suspension or debarment, or potential suspension or debarment proceeding. Failure to report any suspension or debarment, or any potential suspension or debarment will be sufficient cause to terminate this contract and report such termination to Federal Authorities. The contractor representative certifies that he/she has the authorization to make such certification and to bind the contractor to all representations herein.

Respondent’s Company

Respondent’s Company Unique Entity ID

Respondent’s Printed Name Respondent’s Printed Title

Respondent’s Signature Date

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CERTIFICATION REGARDING LOBBYING

Applicable to Grants, Sub-grants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds.

Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Name/Address of Organization

Name/Title of Submitting Official

Signature Date

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DISCLOSURE OF LOBBYING ACTIVITIES

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352

1. Type of Federal Action: _____

a. contract

b. grant

c. cooperative agreement

d. loan

e. loan guarantee

f. loan insurance

2. Status of Federal Action:

a. bid/offer/ application

b. initial award

c. post-award

3. Report Type: _____

a. initial filing

b. material change

For Material Change Only: Year Quarter _____ Date of Last Report _________

4. Name and Address of Reporting Entity:

Prime

Subawardee

Tier, if known:

Congressional District, if known:

5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

Congressional District, if known:

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable: ________________

8. Federal Action Number, if known: 9. Award Amount, if known:

10. a. Name and Address of Lobbying Entity: 10. b. Individuals Performing Services (including address if different from

(last name, first name, MI) No. 10,a.)

(Attach Continuation Sheet(s) SF-LLL-A If Necessary) (if individual, last name, first name, middle)

11. Amount of Payment (check all that apply):

$ _________________ Actual $ _____________ Planned

13. Type of payment (check all that apply):

___ a. retainer

___ b. one-time fee

___ c. commission

___ d. contingent fee

___ e. deferred

___ f. other; specify:

12. Form of Payment (check all that apply):

___ a. cash

___ b. in-kind; specify:

Nature __________________________

Actual __________________________

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or member(s) contracted for Payment indicated in Item 11:

(Attach Continuation Sheet(s) SF-LLL-A, if necessary)

15. Are Continuation Sheet(s) SF-LLL-A Attached: Yes_____ (Number ________) No _____

16. Information requested through this form is authorized by Title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into.

This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature: ___________________________________________

Print Name: __________________________________________

Title: _______________________________________________

Telephone: ___________________________________________

Date: ________________________________________________

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CONTINUATION SHEET SF-LLL-A

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Reporting Entity:

Page _____ of _____

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use of SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report.

Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

2. Identify the status of the covered Federal action.

1. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee; e.g., the first subawardee of the prime is the 1st tier.

Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

1. If the organization filing the report in item 4 checks "Subawardee", then enters the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known.

2. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, the Department of Transportation, United States Coast Guard.

3. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

4. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) Number, Invitation for Bid (IFB) Number; grant announcement number; the contract, grant or loan award number; the application/proposal control number assigned by the Federal agency).

Include prefixes; e.g., "RFP-DE-90-001."

5. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.

6. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.

7. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI).

8. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

9. Check all that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

10. Check all that apply. If other, specify nature.

11. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered.

Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

16. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. List number of sheets if yes.

17. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

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Clean Air and Water Certificate

Applicable if the contract exceeds $100,000 or the Contracting Officer has determined that the orders under an indefinite quantity contract in any one year will exceed $100,000 or a facility to be used has been the subject of a conviction under the Clean Air Act (41 U.S.C.

1857c-8(c)(1) or the Federal Water Pollution Control Act 33 1319(d) and is listed by EPA or the contract is not otherwise exempt.

Name of Distributor

THE COMPANY AGREES AS FOLLOWS:

A. To comply with all the requirements of Section 114 of the Clean Air Act, as amended (41 U.S.C. 1857, et seq., as amended by Public Law 91-604) and Section 308 of the Federal Water Pollution Control Act (33 U.S.C. 1251, et seq., as amended by Public Law 92-500), respectively, relating to inspection, monitoring, entry, reports and information as well as other requirements specified in Section 114 and Section 308 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued there under before the award of this contract.

B. That no portion of the work required by this prime contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of such facility or facilities from such listing.

C. To use his/her best efforts to comply with clean air standards and clean water standards at the facilities in which the contract is being performed.

D. To insert the substance of the provisions of this clause in any nonexempt subcontract, including this paragraph.

THE TERMS IN THIS CLAUSE HAVE THE FOLLOWING MEANINGS:

A. The term "Air Act" means the Clean Air Act, as amended (41 U.S.C. 1957 et seq., as amended by Public Law 91-604).

B. The term "Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq., as amended by Public Law 92-500).

C. The term "Clean Air Standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738, an applicable implementation plan as described in section 110(d) of the Clean Air Act (42 U.S.C. 1957c-5(d)), an approved implementation procedure or plan under Section 111(c) or Section 111(d), respectively, of the Air Act (42 U.S.C. 1857c-6(c) or (d)), or approved implementation procedure under Section 112(d) of the Air Act (42 U.S.C. 1857c-7(d)).

D. The term "Clean Air Standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is promulgated pursuant to the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State under an approved program, as authorized by Section 402 of the Water Act (33 U.S.C. 1342) or by local government to ensure compliance with pretreatment regulations as required by Section 307 of the Water Act (33 U.S.C. 1317).

E. The term "Compliance" means compliance with clean air or water standards. Compliance shall also mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency or an Air or Water Pollution Control Agency in accordance with the requirements of the Air Act or Water Act and regulations issued pursuant thereto.

F. The term "facility" means any building, plant, installation, structure, mine, vessel, or other floating craft, location or sites of operations, owned, leased or supervised by the Food Service Management Company.

Signature of Vendor’s Title Date Authorized Representative

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