4 OFFICIAL DISTRIBUTOR IFB CONTRACT 2025 2026 3-12-25.docx (1).pdf

NCPA DISTRIBUTOR BID – GENERAL TERMS AND CONDITIONS

North Carolina Procurement Alliance

(NCPA)

DISTRIBUTOR IFB/CONTRACT

General Terms and Conditions

Orange County Schools

Contract Period: August 1, 2025 – July 31, 2026

Approved by the NCPA Board of Directors 01-30-2025

USDA Non-Discrimination Statement

• In accordance with federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex (including gender identity and sexual orientation), disability, age, or reprisal or retaliation for prior civil rights activity.

• Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication to obtain program information (e.g., Braille, large print, audiotape, American Sign Language), should contact the responsible state or local agency that administers the program or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339.

• To file a program discrimination complaint, a Complainant should complete a Form AD-3027, USDA Program Discrimination Complaint Form which can be obtained online at: https://www.usda.gov/sites/default/files/documents/ad-3027.pdf, from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant’s name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights (ASCR) about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted to USDA by:

• 1. mail:

U.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights

1400 Independence Avenue, SW

Washington, D.C. 20250-9410;

• 2. fax:

(833) 256-1665 or (202) 690-7442; or

• 3. email: program.intake@usda.gov

• This institution is an equal opportunity provider.

This institution is an equal opportunity provider.

https://www.usda.gov/sites/default/files/documents/ad-3027.pdf http://mailto:program.intake@usda.gov/

1.0 NCPA LEGAL AFFLIATION, MISSION, GOAL AND FEDERAL COMPLIANCE

2.0 GENERAL PROVISIONS OF THE IFB/CONTRACT

3.0 SCHOOL DISTRICT IFB – CONTRACT DECLARATIONS AND PROFILE

4.0 DISTRIBUTOR MINIMUM QUALIFICATIONS

5.0 DISTRIBUTOR INSURANCE REQUIREMENTS

6.0 DISTRIBUTOR PERSONNEL REQUIREMENT

7.0 DISTRIBUTOR BID ERRORS AND PRICING REQUIREMENTS

8.0 FIRM FIXED FEE BID PROCEDURES FOR LOTS 1 – 4

9.0 DISTRIBUTOR BID AWARD METHOD: LOTS 1 – 4

10.0 PRODUCE DISTRIBUTOR REQUIREMENTS

11.0 DISTRIBUTOR BID AWARD METHOD: PRODUCE

12.0 USDA DONATED FOODS STORAGE AND DELIVERY AND/OR FARM-TO-SCHOOL DELIVERY BY

DISTRIBUTOR

13.0 IFB – CONTRACT DEFINITIONS

14.0 PRODUCT QUALITY, PRODUCT SPECIFICATIONS AND RECOURSE FOR MISREPRESENTATION

15.0 ESTIMATED QUANTITIES AND DISTRICT INFORMATION AFFECTING PURCHASES

16.0 TIE BID, BID ERRORS, BID REJECTION AND USE OF PIGGYBACK CLAUSE

17.0 PRELIMINARY DISTRIBUTOR BID AWARD

18.0 ADDITIONAL 15 PRODUCTS, OPTIONAL LOTS AND “NS” NON- STOCKS

19.0 SUBSTITUTION AND DISCONTINUED PRODUCT REQUIREMENTS

20.0 DISTRIBUTOR AUDITS: PRE – AWARD, MID TERM COST ADJUSTMENT, NON - SCHEDULED AND

AUDIT OVER AND UNDERCHARGES

21.0 TRANSMITTAL OF DELIVERY ORDERS

22.0 BILLING AND PAYMENT REQUIREMENTS

23.0 SITE DELIVERIES

24.0 WAREHOUSING REQUIREMENTS AND USDA DONATED FOODS WAREHOUSING CHANGE

25.0 OPTION FOR CONTRACT RENEWAL AND PROCEDURES

26.0 BID RENEWAL PROCEDURES

27.0 FIXED – FEE ADJUSTMENT FOR FUEL PRICE INCREASE

28.0 PRODUCT USAGE REPORTS FROM DISTRIBUTOR

29.0 RECORDS RETENTION REQUIREMENTS

30.0 ASSURANCE OF NON-COLLUSION

31.0 ASSURANCES REGARDING LEGAL AND ETHICAL MATTERS (revised April 2016)

32.0 REMEDIES FOR DISTRIBUTOR NON-PERFORMANCE OF CONTRACT, AND TERMINATION OF

CONTRACT

33.0 FORCE MAJEURE PROCEDURES

34.0 WAIVER

35.0 RIGHT TO ASSURANCE

36.0 REGULATORY COMPLIANCE

DISTRIBUTOR REQUIRED ATTACHMENTS FOR NEW BIDS

ATTACHMENT A – BRAND/GRADE LABELS – LOT 1 (NEW LARGE DISTRIBUTOR BIDDERS ONLY)

ATTACHMENT B – HACCP SUMMARY

ATTACHMENT C – EVIDENCE OF REQUIRED INSURANCE

ATTACHMENT D – LUNSFORD ACT COMPLIANCE

ATTACHMENT E – FOOD RECALL POLICY/PROCEDURES

ATTACHMENT F – PRODUCE - GAP CERTIFICATION - LOT 4 BIDDERS ONLY

ATTACHMENT G – HUB CERTIFICATION

ATTACHMENT H – CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, LOBBYING AND COOPERATIVE

AGREEMENTS

ATTACHMENT I – CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY

MATTERS – PRIMARY COVERED TRANSACTIONS

ATTACHMENT J – NO BID RESPONSE

ADDITIONAL LOCAL BID ATTACHMENTS:

• SCHOOL DISTRICT PROFILE AND CALENDAR

• SCHOOL DISTRICT SPECIAL CONDITIONS (OPTIONAL)

• NCDA AND CONSUMER SERVICES – FOOD DISTRIBUTION DIVISION - WAREHOUSE AND STORAGE

SIGNED CONTRACT (FOR SCHOOL DISTRICTS WAREHOUSING WITH DISTRIBUTOR ONLY – REQUIRED ANNUALLY

FOR NEW AND RENEWAL CONTRACTS)

1.0 NCPA LEGAL AFFLIATION, MISSION, GOAL AND FEDERAL COMPLIANCE

1.1 LEGAL AFFILIATION: NCPA membership does not constitute a LEGAL AFFLIATION; it serves as a means for consolidation of bid products for mutual benefit of the member Districts and Distributors in the procurement of high-quality foods for students at the most reasonable cost.

1.2 MISSION: This School District is a voluntary participant in the North Carolina Child Nutrition

Procurement Alliance and joins 100+ member School Districts in the MISSION to procure high quality, reasonably priced products and services for federally funded Child Nutrition programs operating in North Carolina.

1.3 GOAL: The GOAL of the NCPA is to work together to consolidate bid products which will provide benefits that are measurable, cost - effective, and ethically applied. Purchase estimates of the NCPA membership are expected to enhance the purchasing power of this contract. Estimated quantities are not a guarantee of usage and the School District is not required to purchase product based on estimates. Estimated combined purchases of food and supplies of NCPA member districts exceeds $160 Million.

1.4 FEDERAL COMPLIANCE: The School Nutrition Programs receiving goods and services under this

Contract are federally funded programs operated under the authority of the United States Department of Agriculture (USDA). This IFB and the subsequent Contract shall be COMPLIANT with 7 CFR Parts 210, 220, 225, 250, 2 CFR 200 and applicable cost circulars issued by the Office of Management and Budget (OMB) including A-87 Cost Principals, A -102 Administrative Requirements, and A -133 Audit Requirements.

2.0 GENERAL PROVISIONS OF THIS NCPA IFB – CONTRACT

2.1 THIS SOLICITATION IS INTENDED TO PROMOTE COMPETITION. If the language, specifications, terms, and conditions, or any combination thereof, restricts or limits the requirements in this solicitation to a sole source; it is the responsibility of the interested Distributor to notify Leann Seelman, Procurement Consultant, in writing via e-mail, at leann.seelman@dpi.nc.gov no more than five (5) working days after the date the IFB/CONTRACT is issued by the School District. The solicitation may, or may not, be changed, but a review of such notification will be made prior to the award of a Contract.

2.2 DISTRIBUTOR CHANGES TO PRE-APPROVED MANUFACTURER BRAND/CODE: All product brands and codes listed on this bid are pre-approved and no products may be added to the bid spreadsheets without prior approval of the NCPA Board of Directors, with appropriate addenda released to eligible Distributors.

2.3 ADVERTISMENT OF BID: As required by the NC State Division of Purchase and Contract, solicitation for this IFB/Contract Bid has been advertised in the legal notice section of the Raleigh News and Observer and the Charlotte Observer a minimum of 10 working days in advance of the bid release.

2.4 A WRITTEN ADDENDUM IS THE ONLY OFFICIAL RESPONSE METHOD WHEREBY

INTERPRETATION, CLARIFICATION AND ADDITIONAL INFORMATION REGARDING THIS BID CAN

BE GIVEN. Once issued, all addenda shall become part of this contract. All addenda will be issued electronically to each Distributor known to have received the initial IFB/Contract. Addenda may be issued from the NCPA or the local school district no later than seven (7) working days prior to the IFB/Contract due date. However, before submitting an IFB/Contract, it shall be the responsibility of each Distributor to determine whether additional addenda were issued. INQUIRIES concerning interpretation or additional clarification or additional information pertaining to this IFB must be made in writing (electronic accepted) on behalf of the NCPA and the Member School Districts no later than ten (10) working days prior to the IFB/Contract due date. For inquiries contact Leann Seelman, Procurement Consultant, in writing via e-mail, at leann.seelman@dpi.nc.gov.

2.5 DIRECT TO MANUFACTURER (DTM) PRICING: The NCPA has secured bid “cost” pricing for numerous pre-approved food products through the 2025-2026 NCPA Direct to Manufacturer and USDA Donated Foods Processing Bid (DTM Bid), or through the NCPA Board approval and renewal of the 2024–2025 manufacturer’s bid awards. Awarded bid “cost” pricing is shown by line item within the bid spreadsheets.

mailto:mary.sitton@dpi.nc.gov

Awarded DTM bid prices are based on finished product weight received, including all applicable labor, materials, and shipping charges to the Distributor or to the designated School District storage facility.

Distributors may negotiate FOB pricing with the manufacturer, however, the price charged to Member districts cannot exceed the delivered bid price guarantee. If minimum ship quantity cannot be met for direct delivery refer to Section 7.6 and 18.2 Special Order for ordering requirements and pricing options.

2.5.1 Distributors may receive orders after July 1 for newly awarded DTM products. The manufacturer guarantees billback to the original bid price guarantee and will be valid for 30 days prior to the contract start date on

August 1 on newly awarded products.

2.5.2 Manufacturers will honor billbacks to the original bid price guarantee on products that are not renewed for a period of 90 days after the expiration of the current contract on July 31.

2.6 Manufacturer Bid Price Guarantee Letters are provided to NCPA Distributors from the awarded manufacturers before May 1 of each year. Distributors accepting award of this bid are required to honor the DTM awarded bid pricing and products. The Distributor Fixed Fee is charged “per case” and shall encompass the costs of the product’s receipt into storage, distribution, financing, profit, production losses, analyses cost, waste, labor, repackaging, overhead, transportation costs and ALL other costs of doing business for the line items bid in LOTS 1 through 4 and when requested, LOT 1A.

(See 8.1) Distributors will ensure volume manufacturer pricing offered under this Contract is NOT transferable, under any circumstances, to non-member NCPA school districts. NCPA product usage reports are to be used for pricing to the NCPA member school districts only.

2.7 COST PRICING BY ITEM: The Distributor will solicit the BEST MANUFACTURER OR PACKER “COST” PRICING BY ITEM BID - including freight - for the longest lock in period when negotiating contract pricing for foods and supplies on the behalf of the NCPA. Line items to be bid at the best cost are highlighted in yellow on the bid spreadsheets. The Distributor is encouraged to seek “transition pricing” for Distributor bid items as described in Section 2.5.1 and 2.5.2 above.

2.8 FIRM COST-PLUS FIXED FEE BID: This method for calculation of this bid is Firm Cost-Plus Fixed Fee.

The Distributor Fixed Fee is charged “per case” and shall encompass the costs of the product’s receipt into storage, distribution, financing and profit, production losses, analyses cost, waste, labor, repackaging, overhead, transportation costs and ALL other costs of doing business for the line items bid in LOTS 1 through 4 and when requested, LOT 1A.

2.9 PRODUCT PRE-APPROVAL: The NCPA Board of Directors will accept Requests for Product Pre- Approval from Manufacturers for Food and Supply items throughout the year for Products Matching Current NCPA specifications and for products that are NEW to the bid and have no matching Current NCPA specification. Products that match specification criteria are moved on for student testing. NEW products are student tested and test results are used by the Board to select a limited number of NEW products to be added to the bid each year. The NCPA Board of Directors reviews test results and selects the products that will be included in the next DTM and Distributor bid pricing spreadsheets.

2.10 PRODUCT REMOVAL: The NCPA reserves the right to remove a pre-approved product from the bid at any time for cause. Removal may occur for the following reasons:

(1) Product was reformulated and no longer meets the specification

(2) Product quality complaints documented by member districts

(3) Manufacturer or Supplier failure to deliver product in a timely manner, or in a sufficient quantity to meet NCPA member district needs

(4) Manufacturer or supplier default of contract with NCPA or any NCPA distributor.

(5) Lack of sufficient usage of a line item to ensure product can be stocked by a majority of the NCPA distributors as determined by the NCPA Board

3.0 SCHOOL DISTRICT IFB – CONTRACT DECLARATIONS AND PROFILE

Orange County Schools and is herein after referred to as the School District, is requesting to receive Bids from an OFFERING ENTITY, herein after referred to as the Distributor, defined as a company that is offering to provide the services of ordering, warehousing and delivery of food and supplies for use in the School District’s School Nutrition

Program. School District may refer to a single school district, or a combined group of School Districts in a named Co-Op group.

Orange County Schools:

• reserves the right, at any time after opening and prior to award, to request from any Distributor clarification of processes or procedures, address technical questions, items bid, or to seek other information regarding the Distributor’s bid offer. This process may be used for such purposes as providing an opportunity for the Distributor to clarify their bid, to assure mutual understanding and/or aid in determinations of responsiveness, or responsibility, of the Distributor.

• reserves the right to exclude individual bid LOTS, other than LOT1, and use alternate local district bid documents and approved methods to award the LOT.

• reserves the right to reject any or all bids, or parts thereof, and to waive informalities and/or irregularities thereof.

• reserves the right to retain all Bids for a period of sixty (60) days or until approval by the Local Board of Education, whichever comes first. The submittal of a Bid shall constitute an irrevocable Offer to Contract with the School District. In accordance with the terms of the IFB/Contract, the offer may not be withdrawn until or unless rejected or not accepted by the School District.

• requires the IFB/Contract and all attachments and addenda hereto awarded to become the Contract between the School District and the awarded Distributor.

• reserves the right to delete selected items from LOT 1 or LOT 3 to create an optional LOT that will be advertised to potential Distributors for that Lot. This approach may be used to create additional competition and allow small Distributors to respond to the IFB. If utilized, the Optional LOT will be identified as such in the Bidding Sheets and added in the same sequence of LOT number(s) to which it applies. The award of a Local Option LOT(s) will be made by Line-Item award to the most qualified Distributor according to procedures outlined herein.

• reserves the right to add written SPECIAL CONDITION(s) to this IFB which details conditions that are specific to the School District. Special Condition(s) shall be titled as such and attached to the IFB in the Attachments Section. Special Conditions established by the School District as part of this IFB, and the Distributor’s response to the Special Condition(s), shall become part of the Contract when awarded. A School District renewing a bid may update, or delete, Special Conditions of the original Contract; however, the District may not make changes that would substantially change the terms of the original agreement in a renewal.

• Special Conditions must be reviewed and agreed upon by the potential Distributors. Any concerns regarding the Special Conditions outlined by the School District must be addressed in writing to the School District contact by the Distributor a minimum of 10 working days PRIOR to the Bid Due Date. If changes are made to the Special Conditions, the School District must issue Local Addenda to all potential Distributors announcing the change a minimum of seven (7) working days PRIOR to the Bid Due Date.

• requires the Distributor awarded the Contract be fully acquainted with General Terms and Conditions relating to the scope and restrictions involved in the execution of the work described in this contract for the School District.

Failure or omission of the Distributor to be familiar with existing conditions shall in no way relieve the company of obligation with respect to this Contract and may be grounds for disqualification.

• requires The Local School District issue the approved and appropriately signed Official Certification Form to the Awarded Distributor and the issue of a local Purchase Order to the Distributor as the Final Bid Award.

• will provide a SCHOOL DISTRICT PROFILE which includes pertinent information about the district such as the school names, addresses, participation in Fresh Fruit & Vegetable Program and Summer Feeding Programs. The profile is found in the Attachments section of the IFB/Contract.

4.0 DISTRIBUTOR MINIMUM QUALIFICATIONS

Distributor awarded the Contract must have a minimum of one (1) year of experience in commercial food warehousing/delivery business and must maintain all required state and local business licenses and a Certificate of Authority from the Secretary of State of North Carolina. Distributor shall provide documentation of applicable license, certification, commercial experience, storage and delivery equipment and/or letters of current customer and supplier reference upon request of the School District for qualification to furnish products and services in accordance the General Terms and Conditions of this IFB. The School District reserves the right to make the final determination as to the Distributor’s ability to provide the products and services requested herein.

https://www.sosnc.gov/Guides/launching_a_business/register_your_business

5.0 DISTRIBUTOR INSURANCE REQUIREMENTS

5.1 The Distributor awarded the Contract shall maintain all necessary insurance for the period during which purchases are made, including Comprehensive General Liability Insurance, Property Damage Insurance, Workers Compensation Insurance, and Automobile Liability Insurance. The Distributor must provide Certificate of Insurance that it currently has, and agrees to purchase and maintain, during its performance under this Contract, from one or more insurance companies authorized to do business in the State of North Carolina.

5.2 Certificates of such Insurance shall be furnished by Provider to the School District Contact and shall contain an endorsement to provide the School System written notice of any intent to cancel or terminate by either Provider or the insuring company. Failure to furnish insurance certificates or maintain such insurance shall be a default under this contract and shall be grounds for immediate termination of this Contract.

ATTACHMENT C - provide summary and mail certificates to school district.

5.3 Commercial General Liability – Distributor shall maintain Commercial General Liability insurance that shall protect the Distributor from claims of bodily injury or property damage which arise from performance under this Contract in the amount of $1,000,000 each occurrence and Personal & Advertising Injury $1,000,000 each occurrence with $2,000,000 General Aggregate.

5.4 Vehicle Bodily Injury and Property Damage - The Distributor shall maintain bodily injury and property damage liability insurance covering all owned, non-owned and hired vehicles. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each person/each occurrence.

5.5 Worker’s Compensation - The Distributor shall meet the statutory requirements of the State of North

Carolina for worker’s compensation coverage and employer’s liability insurance of all employees participating in the provision of services under this contract.

5.6 Should any of the above required insurance be cancelled or terminated before the expiration, the issuing company will provide at least sixty (60) days written notice to the School District.

6.0 DISTRIBUTOR PERSONNEL REQUIREMENTS

6.1 The Distributor’s personnel are to present a professional appearance always while on school property.

Personnel shall be neat, clean, well groomed, properly uniformed and conduct themselves in a respectable and courteous manner while performing duties at any School District facilities.

6.2 The Distributor’s personnel are forbidden to consume alcohol or use illegal drugs, use tobacco, or possess firearms on school property at any time.

6.3 The employment of unauthorized aliens by the Distributor is considered a violation of Section 247A (e) of the Immigration Reform and Control Act of 1986. If the Distributor knowingly employs unauthorized aliens, such a violation shall also be cause for cancellation of the Contract.

https://www.sosnc.gov/Guides/launching_a_business/register_your_business

6.4 NC LUNSFORD ACT N.C. GENERAL STATUTE 14-208.18: The Distributor acknowledges that N.C.

General Statute 14-208.18 prohibits anyone required to register as a sex offender under Article 27A of Chapter 14 of the General Statutes from knowingly, among other things, being on the premises of any school or within 300 feet of any location intended primarily for the use, care, or supervision of minors, including but not limited to schools, children’s museums, child care centers, nurseries and playgrounds.

This prohibition applies to persons required to register under Article 27A who have committed any offense in Article 7A of Chapter 14 or any offense where the victim of the offense was under the age of 16 years at the time of the offense. LUNSFORD ACT compliance is addressed in the ATTACHMENT D.

7.0 DISTRIBUTOR BID ERRORS AND PRICING REQUIREMENTS

7.1 BID ERRORS: The following two bid errors are non – negotiable and may result in bid disqualification.

1) NO ORIGINAL SIGNATURE ON THE OFFICIAL DISTRIBUTOR BID CERTIFICATION FORM FOR

A NEW OR RENEWAL BID. An Original signature in Blue Ink is preferred, but a scanned copy of the form with an original signature of an authorized company official will be accepted.

2) ANY CHANGE TO NCPA IFB/CONTRACT LANGUAGE BY THE DISTRIBUTOR

7.2 BUY AMERICAN POLICY OF THE NCPA FOR BIDDING FROZEN AND SHELF STABLE CANNED

FRUIT AND VEGETABLES: All foreign brand product bid by the Distributor will be tested for quality and meeting bid specification prior to purchase by the Distributor for delivery to the School District. School Districts may request No Foreign Fruit or Vegetables in the Special Conditions section of the IFB/Contract.

However, the Distributor may have to provide weekly pricing on domestic products due to availability of agricultural products.

7.3 BUY AMERICAN PROVISION AND COUNTRY OF ORIGIN: The Distributor shall comply with the “Buy

American Provision” for Contracts that involve the purchase of agricultural products. Federal regulations require that all foods purchased for School Nutrition Programs be of domestic origin to the maximum extent practicable. Section 12(n) of the NSLA defines “domestic commodity or product” as an agricultural commodity that is produced in the U.S. and a food product that is processed in the U.S. substantially using agricultural commodities produced in the U.S. Report language accompanying the legislation noted that “substantially means over 51% from American products.” Therefore, over 51% of the final processed product (by weight or volume) must consist of agricultural commodities that were grown domestically. Thus, for foods that are unprocessed, agricultural commodities must be domestic, and for foods that are processed, they must be processed/manufactured domestically using domestic agricultural food components that are comprised of over 51% domestically grown items, by weight or volume as determined by the SFA. For products procured by SFAs for use in the Child Nutrition Programs using nonprofit food service account funds, the product’s food component is considered the agricultural commodity. FNS defines food component as one of the food groups which comprises reimbursable meals. The food components are meats/meat alternates, grains, vegetables, fruits, and fluid milk. Please refer to 7 CFR 210.2 for full definitions. Any product processed by an awarded vendor must contain over 51% of the product’s food component, by weight or volume, from U.S. origin and be processed in the United States. Products from Guam, American Samoa, Virgin Islands, Puerto Rico, and the Northern Mariana Islands are considered domestic products under this provision as these products are from the territories of the U.S. This definition of domestic product serves both the needs of schools and American agriculture.

Limited Exceptions to the Buy American Provision. There are limited exceptions to the Buy American provision which allow for the purchase of foods not meeting the “domestic” standard as described above

(i.e., “non-domestic”) in circumstances when use of domestic foods is truly not practicable. These exceptions, as determined by the SFA, are:

➢ The product is not produced or manufactured in the U.S. in sufficient and reasonably available quantities of a satisfactory quality; or

➢ Competitive bids reveal the costs of a U.S. product are significantly higher than the non-domestic product.

7.3.1 NCPA POLICY FOR BIDDING NON – DOMESTIC FROZEN AND SHELF STABLE CANNED

FRUIT AND VEGETABLES: To provide Distributors a procedure when product availability is low, or significantly higher in cost than non-domestic, the following guidance is provided: U.S. grown, and packed fruits and vegetables are preferred. But, if cost of the U.S. product exceeds a 10% per case increase over the foreign product and the foreign product meets NCPA bid spreadsheet quality specifications, the foreign product may be bid. The country (countries) of origin (source) must be provided for Lot 1 Frozen and Shelf Stable Fruits & Vegetables in the column indicated on the bid spreadsheets. All foreign brand product bid by the Distributor will be tested for quality and meeting bid specifications prior to purchase by the Distributor for delivery to the School District. School Districts may request No Foreign Fruit or Vegetables in Special Conditions Section of the IFB Contract. However, the Distributor may have to provide weekly pricing on domestic product due to availability of agricultural products.

7.3.2 All non – domestic product bid is required to meet USDA Food Safety, Recall requirements, and specifications of the bid.

7.3.3 The USDA Buy American Provision requires the Country, or Countries of Origin, of ALL Non-

Domestic food purchased from the Distributor be approved in advance by the School District School Nutrition Administrator. Changes to a products Country of Origin, not specified on the bid document, requires notification and written approval, in advance of delivery, of the product to the School District.

7.4 MULTIPLE FLAVORS AND VARIETIES FOR A SINGLE LINE ITEM: ONE PRICE is required for all flavors or varieties of the item the Distributor will stock. The Distributor and School District must communicate after the award as to flavors and volume to be stocked. Multiple pricing per line item is not allowed.

7.5 NON – STOCKS - The Distributor will insert the letters “NS” (NON - STOCK) in the block for the Distributor code to indicate it is a “non-stock” item due to low usage. School District(s) will review Non-Stock items with the Distributor to determine items required for their District, quantities intended, and lead order time as needed. This method is applicable for “NS” line items and “NS” flavors within a line item when multiple flavors are available. The School District is responsible for purchasing non-stock (Special Order) products requested from the Distributor and brought into stock on their behalf. However, the school district will not be responsible for more than a 60 - day average usage, or the remainder of the minimum shipment, after notification to the Distributor the product will no longer be needed or ordered.

7.6 SPECIAL ORDERS: If NCPA minimum usage of an awarded bid product, at a distributor house, is not sufficient for “slotting” the requested product, the School District(s) may Special Order the product at the required minimum shipment. The School District is responsible for purchasing all inventory of a Special Order made on their behalf. The Distributor may, but is not obligated to, store School District inventory from a Special Order for weekly delivery. Note: If usage of an awarded bid item falls below the manufacturer minimum order level, the distributor shall notify the NCPA customer and OFFER a suitable substitute, if possible, from NCPA awarded bid line products.

7.7 QUANTITY REQUESTED PRICING – The Distributor shall shop the market for the lowest price for the quantity requested on the bids received from NCPA school districts in order to reduce manufacturer changes.

7.8 SPREADSHEET PRICING DIRECTIONS: The INSTRUCTIONS for completing the NCPA Bid

Spreadsheets are provided with the bid. The instructions provide full direction details, by LOT category, regarding bid line items to be completed for pricing.

7.9 PRICE FOR EACH PRODUCT: A cost price for one (1) pre-approved brand or, if applicable, one (1) private label is required for each bid specification identified for Distributor pricing in the bid spreadsheets. If “Private

Label” is listed as an approved brand in the bid specification, the Brand Name, Code and Pack Size of the product bid must be written in under the words Private Label. If a “0” quantity is shown in the Estimated Usage column, the Distributor is still to provide a bid price for the bid specification. All product brands and codes listed on this bid are pre-approved and no products may be added to the bid spreadsheets without prior approval of the NCPA Board of Directors, with appropriate addenda released to eligible Distributors.

7.10 PRODUCT CODES AND PACK: All efforts are made to provide correct Manufacturer product codes and packs before bids are mailed. All interpretations of the specifications shall be made on the basis of the following statement: If the bidder discovers or suspects error in the item specification, product code number, pack size, or change in manufacturer formulation, the Distributor shall contact Leann Seelman, NCPA Procurement Consultant at leann.seelman@dpi.nc.gov. The NCPA Board of Directors shall make the final determination of product equivalency and advise all potential bid parties through an e-mail Bid Addendum.

7.11 SPICES AND SPECIALITES TAB and SMALL PURCHASE TAB PRICING – The products listed in the SPICES AND SPECIALTIES TAB and the SMALL PURCHASE TAB are of low usage by School Districts and are priced “at cost” from Distributor’s stock. The Distributor may increase or decrease cost on products in these categories if manufacturer cost changes. Any cost increase or decrease in these categories from the stated bid pricing shall take effect (7) seven days after notification to the School District. Spices, flavorings, and specialty products listed as private label must be bid from Distributor in – stock brands when available.

NOTE: Spices are exempt from Buy American requirements.

7.12 UNIT PRICE/EXTENSION DISCREPANCY: In the event of a discrepancy between the unit price and extension, the unit price will be considered correct. Errors found in Distributor NEW bid extensions will be corrected and reported to the affected Distributor(s.) All Distributors will be notified of the corrected bottom line by the School District in the Preliminary Award Letter.

8.0 FIRM FIXED FEE BID PROCEDURES FOR LOTS 1 - 4

8.1 FIRM FIXED FEE – The Distributor Fixed Fee is charged “per case” and shall encompass the costs of the product’s receipt into storage, distribution, financing, profit, production losses, analyses cost, waste, labor, repackaging, overhead, transportation costs and ALL other costs of doing business for the line items bid in LOTS 1 through 4 and when requested, LOT 1A.

8.2 The Fixed-Fee shall remain firm for the duration of the Contract, and for the duration of any

Summer Nutrition Programs offered by the School Districts and any future Contract renewal period(s). Exceptions: Fuel Increase Force Majeure, Section 27.0 and agreement between School District and Distributor to lower the fixed fee, Section 25.2.1.

8.3 The Fixed-Fee will be the same for ALL items in an individual LOT for the pack size shown on the bid spreadsheet, EXCEPT for LOT 4 PRODUCE. PRODUCE CASE SPLITS – Distributors must calculate the cost of case splits by dividing the full case cost by the split quantity requested by the School District. The Lot 4 fixed fee will be added to the calculated cost of the split case. The Distributor shall indicate the splits they will provide by checking the box provided on the line item of products that may be split.

8.4 FIXED FEE AND PRODUCT SUBSTITUTION: In the event of a product substitution, the Fixed -

Fee charged by the Distributor shall also apply to all other pre-approved brands in that specification and any optional brand priced or offered by the Distributor and approved by the School District for that bid specification.

9.0 DISTRIBUTOR BID AWARD METHOD: LOTS 1 through 4

LOT 1 award method is: BOTTOM LINE, COST PLUS - FIXED FEE where award is to the Distributor with the lowest bottom line price from the bidding sheets and as recorded on the Official Distributor Bid Tabulation Sheet and verified by the School District.

9.1 FORMULA FOR THE COST PLUS - FIXED FEE METHOD:

9.1.1 UNIT COST = Actual cost of product to the Distributor from supplier + freight cost to Distributor warehouse.

9.1.2 FIXED FEE = The Distributor Fixed Fee is charged “per case” and shall encompass the costs of the product’s receipt into storage, distribution, financing, profit, production losses, analyses cost, waste, labor, repackaging, overhead, transportation costs and ALL other costs of doing business for the line items bid in LOTS 1 through 4 and when requested, LOT 1A.

9.1.3 TOTAL BY LINE ITEM = Unit Cost + Fixed Fee X the Estimated School District Usage per

Line Item.

9.2 LOT 3 SUPPLIES is required to be a separate LOT as it contains “non-food” products which may be taxable. The NCPA provides Distributors a list of Taxable and Non-Taxable supply line items using guidelines from NC Dept. of Revenue, Sales and Use Tax Bulletin, Section 19. This list is to be used in determination of which items are taxed in NC schools. The award method for LOT 3 Supplies is: BOTTOM LINE, COST PLUS – FIXED FEE where award is to the Distributor with the lowest bottom-line price from the bidding sheets and as recorded on the Official Bid Tabulation Sheet and calculations verified and corrected, as needed, by the School District. This LOT may have a different Fixed Fee.

9.3 LOT 4 – PRODUCE will be awarded as a separate LOT to the qualified bidder with the TOTAL

LOWEST BOTTOM LINE PRICE from the bidding sheets and as recorded on the Official Distributor Bid Tabulation Sheet after calculations are verified and corrected, as needed, by the School District. This LOT may have a different Fixed Fee.

9.4 WATER AND OTHER BEVERAGES may be bid as a part of LOT 1 with the same Fixed Fee, OR as a separate LOT 6 WATER AND OTHER BEVERAGES Bid to increase competition. If bidding LOT 6 as a separate LOT, the award method is: FIRM UNIT PRICE BY LINE-ITEM SPECIFICATION where award is to the Distributor with the lowest price per serving per line item from the bidding sheets and as recorded on the Official Distributor Bid Tabulation Sheet after calculations are verified and corrected, as needed, by the School District. There is no fixed fee with a firm unit price by line-item bid.

9.5 LOT 6 PACK SIZE: The Distributor is to bid the pack size that they stock that is closest to the pack size indicated on the bid sheet. Distributors may change the number of bottles per case to the pack size that will be the best value. For example: Pepsi distributes Gatorade in 24/12 oz.

plastic bottles to Bottlers, but Distributor’s purchase this product in 48/12 oz. plastic bottles. If a Distributor changes the case size, the servings per case must also be changed on the bid pricing sheets.

9.6 The unit price is to be provided in CASES. Formulas will compute pack size variance and cost per serving.

10.0 PRODUCE DISTRIBUTOR REQUIREMENTS

10.1 AUDIT - Produce distributor bids are subject to audit prior to award by the NCPA Board of Directors, or at any time, by the local School District, or the NCPA Audit Committee, or designee, to establish that bid pricing provided is consistent and within range of market pricing.

10.2 GAP CERTIFICATION FOR PRODUCE USED IN SCHOOLS: Good Agricultural Practices (GAP) for

Produce served to students is an important marketing and health issue for the produce industry. Growers providing produce to packers serving School Districts under this IFB/Contract must have a verified and audited GAP program in place to assure produce is free of contamination. ATTACHMENT F

USDA AMS GAP information can be found at the following website:

https://www.ams.usda.gov/services/auditing/gap-ghp

10.3 PRODUCE ORDERS: The awarded Distributor will provide, via e-mail, BEFORE NOON each Friday, or other weekday, as agreed with the School District, the weekly produce pricing document for all produce products not under annual contract pricing.

10.4 QUALITY OF PRODUCE – Produce products purchased for the duration of this contract shall match quality specification as provided on LOT 4 Produce bid spreadsheet. Code dated product must show adequate days of shelf life from the day of delivery. Adequate days are a minimum of seven days from delivery.

The Distributor shall investigate, and correct, School District issues with product quality.

10.5 PROCEDURE FOR BIDDING NON-DOMESTIC PRODUCE: The country (countries) of origin must be provided for Lot 4 Produce on the bid spreadsheets in the space provided. Changes in country of origin during the term of the contract must be provided to and approved by the School District School Nutrition Director.

11.0 DISTRIBUTOR BID AWARD METHOD: PRODUCE

11.1 ANNUAL WEEKLY or CONTRACT PRICED PRODUCE SPREADSHEET SECTIONS I, II AND III -

Products listed in the SECTION I, II AND III Weekly or Contract Priced section of Lot 4 Produce bid spreadsheet may be bid using annual contract pricing or weekly pricing.

11.1.1 COST DOCUMENTATION REQUIREMENT FOR SECTION I: Use the cost from supplier invoices that correspond to the prices charged to schools from the delivery week of 02-24-2025 to bid the following list of specified products:

90001 Apples, Sweet Sliced, Bag, 2 oz.; 90007 Red Delicious Apples 125-138 ct.; 90002 Bananas, Green Tip 40#; 90008 Cucumbers 10 lbs.; 90009 Red Grapes 18 lbs.; 90005 Lettuce, Romaine, chopped; 90011 Oranges, US#1, 100-113 ct.; 90014 Grape Tomatoes 12 pt.

The Distributor must provide the following, with the bid package, for products meeting bid specifications:

• Supplier Invoice for products delivered to schools during the delivery week specified above must include supplier name and contact information, date of invoice and unit price per item;

• Weekly price sheet that corresponds to the prices charged to schools for the specified delivery week;

• Copies of delivery tickets containing Section I products, signed by school District personnel at time of delivery, during the specified delivery week.

Please note, provided documents will be compared and discrepancies may result in bid disqualification.

11.1.2 COST DOCUMENTATION FOR SECTIONS II & III WEEKLY OR CONTRACT PRODUCE

SECTION: Distributor will maintain supplier invoices that correspond to the prices charged to schools from the delivery week of 02/24/2025 on site and will be made available on request. Please note that pricing will be compared to actual school district invoices for the week and discrepancies may result in bid disqualification.

11.1.3 PRODUCE SPREADSHEET: SECTION IV ADDITIONAL ITEMS— The school district will list additional items with usage in this section. The Distributor may provide either annual contract pricing or weekly pricing. All pricing will be included in the bid bottom line.

11.1.4 If supplier school bid pricing from the week of 02-24-2025 is not available for the additional item(s) listed in Section IV, distributor must obtain price quotes from a supplier from the week prior to this bid opening – week of May 5-May 9, 2025. This will allow distributor to obtain price quotes on ALL produce listed. Price quotes in this section will be compared to market reports.

12.0 USDA DONATED FOODS STORAGE AND DELIVERY AND/OR FARM-TO-SCHOOL DELIVERY BY

DISTRIBUTOR

12.1 The need for USDA Donated Foods Delivery and Storage and Farm to School Delivery (foods provided by NCDA&CS–Food Distribution Division may be added as a Special Condition of the School District. The FEE for storage and delivery are to be inserted on the New Bid – Tabulation Sheet attachment page of this contract and is included in the bottom-line bid total.

12.2 The NCDA&CS – Food Distribution Division Contract Covering USDA Donated Foods Storage and

Delivery is an additional attachment to this document if required by the School District. The contract will be provided to the awarded Distributor by the School District for signature and then sent to Director, NCDA&CS Food Distribution for signature. Final copy with signatures is sent to the awarded Distributor and a copy is retained by the School District. The NCDA&CS Food Distribution contract is an ANNUAL CONTRACT and is not subject to renewal. If the School District renews the Distributor contract, a new USDA Donated Foods Storage contract must be signed.

12.3 NOI PROCESSED DELIVERY AND STORAGE FEE = Distributor’s Flat Fixed Fee (same as LOT 1) X the Estimated Cases to be delivered. Fee provided is per case delivered. Members may divert USDA donated foods to Manufacturers awarded NOI products on the Direct to Manufacturer/USDA Donated Foods Processing bid as shown on the Distributor Bid Spreadsheets. Manufacturers will give a per case discount in the amount of the Pass-Through Value (PTV) of the USDA Donated Food. The Distributor agrees to process the discount and charge the member the NOI price for the commercial product. The Storage/Delivery fee is the same as Lot 1 and is charged with the commercial bid.

Distributor agrees to enter NOI purchases into approved tracking systems and to provide tracking reports, within 5 working days of written request, to member districts processing NOI.

12.3.1 In accordance with 7 CFR 250.30(i), processors providing end products containing USDA Foods to a commercial distributor must enter into a written agreement with each distributor, which includes financial liability, not less than monthly end product sales reporting, title transfer requirements under 7 CFR 250.11, and the applicable value pass through system to ensure that the value of USDA Foods and finished end products are properly credited to the NCPA Member District.

12.3.2 Commercial pricing for products that are NOI eligible will follow Commercial Contract Term, August 1 through July 31. The PTV will follow the USDA Donated Food Contract Term, therefore the PTV may change July 1.

12.4 USDA DONATED FOODS DELIVERY AND DISTRIBUTOR STORAGE FEE = Distributor’s Flat Fixed

Fee plus the Storage Fee X the Estimated Cases. Storage/Delivery for cases held 181+ Days may be assessed an additional monthly fee which is shown on the Official Bid Tabulation Sheet, but not added in the bid bottom line. The School District reserves the right to negotiate a lower storage and/or delivery fee for USDA donated foods with the Distributor after the bid award.

12.5 FARM TO SCHOOL DELIVERY FEE = Distributor’s Flat Fixed Fee (may be different than LOT 1 or LOT

3) X the Estimated Cases to be stored. Fee shown on the Official Bid Tabulation Sheet is per case delivered and total is computed to the bid bottom line.

12.6 USDA DONATED FOODS DELIVERY AND STORAGE CASE ESTIMATES - The School District provides case estimates on the USDA Distributor Storage Tab of the bid spreadsheets and the total calculates on the Bid Recap sheet and carries to the bottom-line bid as shown on the Official Bid Tabulation Sheet.

12.7 DISTRIBUTORS ACCEPTING USDA DONATED FOODS FOR STORAGE:

12.7.1 Distributors will approve Purchase Orders and provide dates for NCDA truck delivery appointments within 48 hours of request.

12.7.2 NCDA drivers will be allowed to observe off-loading at distributor loading dock, verify over/shorts and sign receiving ticket in presence of the dock receiver.

12.7.3 If a NCDA driver is not allowed to verify the shipment at the time of delivery, he shall note such on the delivery ticket and the order will be considered “complete.” The Distributor will be responsible for crediting the School District for any shortage.

12.7.4 NCDA trucks shall be off – loaded at the Distributor loading dock in a timely manner. (i.e. not a partial unloading with wait time for completion)

12.7.5 School Districts desiring Distributor to provide USDA Storage and Delivery will state such on the

Special Conditions page and provide the awarded Distributor a copy of the NCDA & CS Food Distribution Contract Covering Storage of Commodities each year of this agreement. School Districts desiring Distributor to provide Farm to School deliveries must note on Special Conditions Page.

12.7.6 Distributor will communicate to the School District pack dates, expiration dates or best if used by date for USDA products received into inventory by the Distributor.

12.7.7 Distributor will maintain an inventory system to ensure accountability of USDA products received into inventory by the Distributor. In the event, that USDA inventory maintained for a NCPA member district is lost or otherwise not accounted for by the Distributor, the Distributor will reimburse the District the value of the USDA donated food. If USDA products are lost or not otherwise accounted for and the District must purchase the commercial equivalent of the further processed USDA donated food, the Distributor will not charge the district more than the USDA cost per serving for the substituted commercial product.

13.0 IFB - CONTRACT DEFINITIONS

13.1 ACCURACY OF PRICING: The accuracy of all unit prices, fixed - fees and statements contained in this bid is the responsibility of the Distributor, and no change or cancellation may be made except as provided in this IFB Contract or it’s addenda.

13.2 BILL BACKS: Per USDA Regulation 210.21, all manufacturer cash discounts, label allowances, group allowances and promotions shall go to the benefit of the School District. Any documentation pertaining to such discounts, bill backs or allowances, will be provided with the NCPA product audit request.

13.3 BRAND AND GRADE LABELS: The Distributor shall provide documentation of Brand and Grade Labels Identification indicating first, second and third quality Grade Labels associated with private labels that may be used in this Contract. (Applicable to Distributors bidding LOT 1 and LOT 1A)

(ATTACHMENT A)

13.4 BUY AMERICAN (BA) CERTIFICATION FOR THE NCPA Certification of the BA is required to be provided for all Distributor bid food product specifications to meet USDA Buy American requirement with NEW or RENEWAL bid packages, but no later than June 1 of the contract year, for products bid that are not a pre-approved brand (private label and other) and any changes to such products to be delivered. Certifies the ingredients in the products were both processed in the U.S. and contain over 51% of its agricultural food component, by weight or volume, from the U.S. (see IFB section 7.3)

13.5 CATCH WEIGHT PRICING (per pound): Selected Turkey and Pork products in LOT 1 are priced per pound. Distributors will provide the Unit Price for the average Pack as provided. The price per pound goes in the BLUE highlighted cell under Pack. This will provide an average case price as well as give the School Nutrition Director the price per pound for catch weight.

13.6 COMBINED PRODUCT USAGE ESTIMATE is a guide for Manufacturers and Distributors as to the potential product usage of the combined NCPA school districts by Distributor, but under no circumstances guarantees NCPA product usage. Combined usage, including product substitutes is provided to the NCPA Consultant upon request annually and at designated times. Product Usage, by line item and Distributor House is shown on the DRAFT Distributor Bid each year.

13.7 COMMUNICATION: The awarded Distributor shall communicate continuously via electronic messaging with the School District customer concerning product orders, product movement levels, substitutions, inventory, manufacturer shortages, production issues, etc.

13.8 CUSTOMER ISSUES: The Distributor will provide prompt response to customer issues regarding product quality, product delivery, and product damage, credits or billing transaction documentation.

Failure to resolve customer issues in a timely manner may result in contract termination, or future bid disqualification.

13.9 DISTRIBUTOR OPTION TO DECLINE: The Distributor awarded the Contract has the option to decline award of other…