ARMC126-ARMC-6201 Pre-Packaged Food Items ITB.pdf

7/2025 Formal ITB

Invitation to Bid No. ARMC126-ARMC-6201 Pre-packaged Food Items

San Bernardino County Arrowhead Regional Medical Center

400 N Pepper Ave Colton, CA, 92324

Arrowhead Regional Medical Center

Invitation to Bid Pre-Packaged Food Items

No. ARMC126-ARMC-6201

TABLE OF CONTENTS

SECTION I: INVITATION TO BID AND GENERAL INFORMATION

1. REPRESENTATIONS AND CERTIFICATIONS .................................... Page 4

2. PUBLIC RECORDS ACT ...................................................................... Page 5

3. PRICING SCHEDULE ......................................................................... Page 6

4. PUBLIC AGENCY PARTICIPATION .................................................... Page 9

SECTION II: INSTRUCTIONS FOR COMPLETING INVITATION TO BID

1. PRICING YOUR BID ............................................................................. Page 9

2. SUBMITTING YOUR BID ...................................................................... Page 10

3. EVALUATION AND AWARD .............................................................. Page 11

4. NEGOTIATIONS AND NOTICE OF INTENT TO AWARD……………...Page 11

5. PROTEST PROCEDURES ................................................................. Page 12

SECTION III: STANDARD TERMS AND CONDITIONS

1. DEFINITIONS .................................................................................... Page 13

2. ASSIGNMENT OF RIGHTS, TITLE AND INTEREST ......................... Page 13

3. CAL OSHA ....................................................................................... Page 13

4. FORMAL BIDS .................................................................................. Page 14

5. DELIVERY ................................................................................................. Page 14

6. INSPECTION .................................................................................... Page 14

7. TERMINATION FOR DEFAULT ......................................................... Page 14

8. TERMINATION FOR CONVENIENCE .............................................. Page 14

9. TITLE ................................................................................................ Page 15

10. VARIATIONS IN SPECIFICATIONS .................................................. Page 15

11. AVAILABILITY OF FUNDING ............................................................. Page 15

12. INSPECTION OF SERVICE/MATERIALS/SUPPLIES ....................... Page 15

13. DISPUTES ......................................................................................... Page 15

14. CHANGES ......................................................................................... Page 16

15. ASSIGNABILITY ................................................................................ Page 16

16. INDEMNITY ....................................................................................... Page 16

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Invitation to Bid Pre-Packaged Food Items

17. CONDUCT OF CONTRACTOR ......................................................... Page 16

18. DISALLOWANCE ............................................................................. Page 17

19. GOVERNING LAW AND VENUE ....................................................... Page 17

20. AUDIT AND INSPECTION OF RECORDS ........................................ Page 17

21. PATENT AND COPYRIGHT LICENSE .............................................. Page 18

22. CONTRACTOR REPRESENTATION ................................................ Page 18

23. WARRANTY ...................................................................................... Page 18

24. PERMITS, NOTICES, FEES AND LAWS .......................................... Page 18

25. AIR, WATER POLLUTION CONTROL, SAFETY AND HEALTH……...Page 19

26. FINDINGS CONFIDENTIAL ............................................................... Page 19

27. NOTICE ............................................................................................. Page 19

28. PRODUCT IDENTIFICATION AND LABELING ................................. Page 19

29. DRUG & ALCOHOL FREE WORKPLACE ......................................... Page 19

30. ORDERING ....................................................................................... Page 20

31. PAYMENTS AND INVOICES ............................................................. Page 20

32. FLAMMABILITY AND TOXICITY ....................................................... Page 20

33. CONTRACT ADMINISTRATION ....................................................... Page 20

34. RIGHT TO ACQUIRE EQUIPMENT .................................................. Page 21

35. NONDISCRIMATION ………………………………………………………Page 21

36. SEVERABILITY ................................................................................. Page 21

37. EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS Page 21

39. SAN BERNARDINO COUNTY ARROWHEAD REGIONAL MEDICAL CENTER

MINORITY, WOMEN, LGBT, AND DISABLED VETERAN BUSINESS ENTERPRISE

QUESTIONNAIRE……………………………………………………………….Page 22

40. FEDERAL CONTRACTING PROVISIONS……………………………….Page 24

41. ANTI-LOBBYING CERTIFICATION……………………………………….Page 26

42. PROPOSED PRICING SCHEDULE……………………………………….Page 27

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Invitation to Bid Pre-Packaged Food Items

Section I: Invitation to Bid and General Information

1. REPRESENTATIONS AND CERTIFICATIONS

A. Business Representation

Bidder represents as a part of this Bid the following information regarding the ownership, operation, and control of its business:

1. Are you a local business with a physical address within the San Bernardino County?

__Yes __No

2. Estimated percentage of work in this Bid to be performed or fulfilled locally (within the geographic boundaries of the San Bernardino County):__ %

If Bidder or any of its subcontractors, agents or consultants, have previously contracted with the County to perform related work on this project (e.g. preparing components of the statement of work or plans and specifications for this project), Bidder shall identify those previous agreement(s) and submit that list along with the Bid. Other than as may be submitted on said list, Bidder certifies to the best of its knowledge that it and its proposed subcontractors, agents and consultants have not previously contracted with the County to perform work on or related to this project.

B. Debarment, Suspension and Related Matters

Bidder hereby certifies to the best of its knowledge that neither it nor any of its officers are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any state or federal department or agency (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov.) Bidder certifies that it is registered in the United States General Services Administration’s System for Award Management. Bidder further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

C. Disclosure of Criminal and Civil Proceedings and Public Contract Terminations

Except as allowed for in Section C.4, Bidder hereby certifies to the best of its knowledge that neither it nor any of its officers:

1. Are presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state, or local) or have within the past five (5) years been convicted of or had a civil judgment rendered against them for commission of fraud or criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.

2. Have within a three (3) year period preceding this agreement had one or more public transactions (federal, state or local) terminated for cause or default.

3. Are presently the target or subject of any investigation, accusation or charges by any federal, state or local law enforcement, licensing or certification body.

4. If Bidder is unable to certify any of the facts set forth in Sections C.1, C.2 or C.3, it certifies that it has listed on a separate sheet(s) attached to this Representations and Certifications each fact that it cannot certify and the reason it cannot do so. That information must include the specific relevant facts (date(s), contract(s) and individual(s) involved, status of action(s), and any other relevant information) that prevent it from making the requested certifications. The County reserves the right to disqualify Bidder based upon information disclosed.

https://www.sam.gov/

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Bidder has a continuing duty to disclose information until contract award/execution and shall report, in writing, to the County Department of Purchasing within five business days of knowing or having any reason to know any change in status as certified in the preceding paragraphs B. and C.

D. Current Cost or Pricing

Bidder certifies to the best of its knowledge that cost and/or pricing data submitted with this Bid, or specifically identified by reference if actual submission of the data is impracticable, are accurate, complete, and current as of the date signed below.

E. Independent Pricing Bidder certifies that in relation to this procurement:

1. Unless otherwise required by law, the prices that have been quoted in this Bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, in the case of a bid, or prior to award, in the case of a bid, directly or indirectly to any other Bidder or to any competitor; and

2. No attempt has been made or will be made by the Bidder to induce any other person or firm to submit or not to submit an offer to restrict competition.

F. Tax Information The Bidder understands that prior to receiving a contract award from the County, the Bidder must submit a completed IRS W-9 form to provide a Federal Tax ID number, or if not available, to provide a Social Security Number (SSN).

G. Duty to Inquire Should Bidder find discrepancies in or omissions from the solicitation, plans, specifications or other documents, or should the Bidder be in doubt as to their meaning, the Bidder shall at once notify the ITB Contact in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and posted on the County’s web site ePro. It is the Bidders’ responsibility to periodically check the Web site for such addenda. The County will not be responsible for any oral instructions nor for any written materials provided by any County personnel that are not also posted on the ePro web site.

CERTIFICATION

The information furnished in Paragraphs A through G and in the accompanying Bid is certified to be factual and correct as of the date submitted and this certification is made under penalty of perjury under the laws of the State of California.

Name

Title

Company/Organization

Phone Number / Email

Signature

Date

2. PUBLIC RECORDS ACT

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Invitation to Bid Pre-Packaged Food Items

All Bids and other material submitted become the property of the County and are subject to release according to the California Public Records Act (Government Code § 7290.000, et seq). All Bid information, including cost information, will be held in confidence during the evaluation and until a Notice of Intent to Award notification has been issued. Thereafter, Bids are subject to becoming a non-exempt public record.

If a Bidder believes that any portion of its Bid is exempt from public disclosure, it must indicate the specific portions believed to be confidential and not subject to disclosure within their response. The Bidder also must include a brief description that sets out the reasons for exemption from disclosure. Each stated exemption must include a citation to supporting legal authority, including statutory authority or case law, to support exemption from the Public Records Act. Requested exemptions that do not meet the requirements of this section will not be considered.

The County will use reasonable means to ensure that such information is safeguarded, but will not be held liable for inadvertent disclosure of the information. Bids marked “Confidential” in their entirety will not be honored, and the County might not deny public disclosure of any portion of Bids so marked.

By submitting a Bid with portions identified as “Confidential,” Bidder represents that it has a good faith belief that such portions are exempt from disclosure under the California Public Records Act. Bidder may be requested to obtain legal protection from disclosure should a Public Records Act request be received.

In the event the County does not disclose the information marked “Confidential,” Bidder agrees to reimburse the County for, and to indemnify, defend (with counsel approved by County) and hold harmless the County, its officers, employees, agents, and volunteers from and against any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees, expenses and court costs of any nature arising from or relating to the County’s non-disclosure of any such designated portions of a Bid.

TO BE COMPLETED BY AN AUTHORIZED REPRESENTATIVE OF THE BIDDER

Bidder Company/Organization Name:

Authorized Representative Name:

Authorized Representative Title:

Signature:

Date:

3. PRICING SCHEDULE

A. Specifications The San Bernardino County, on behalf of Arrowhead Regional Medical Center (ARMC), is seeking bids from interested and qualified Bidders to provide pre-packaged food items for hospital patients and visitors. ARMC is located in Colton, California and is a 456-bed university-affiliated teaching hospital, state-of-the-art, acute care facility, embracing advanced technology in all patient care and support areas.

ARMC offers the latest in patient care by providing a full range of inpatient and outpatient services, four

(4) off campus community health centers, behavioral health inpatient services and numerous specialty services. ARMC is fully accredited by the Centers for Medicare and Medicaid Services (CMS) and The Joint Commission (TJC).

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Invitation to Bid Pre-Packaged Food Items

The Pre-Packaged food items requested will be for hospital patients and visitors. The pre-packaged food items are to provide nourishment to patients to meet caloric requirements based on their individual needs. The pre-packaged food items will also be sold in the ARMC Café on a daily basis for visitors.

B. Terms & Delivery

1. Terms shall be in accordance with San Bernardino County Purchase Order: Net 60 days after receipt of invoice after delivery of pre-packaged food . Delivery shall be FOB County’s place of delivery within 24 hours after receipt of County’s Purchase Order; the San Bernardino County is Self-Insured. Vendor shall comply with invoicing requirements as stipulated by San Bernardino County.

2. DELIVERY SERVICE

a. All products must be transported to 400 N Pepper Ave. Colton, CA 92324 via refrigerated truck.

b. Deliveries are only accepted between the hours of 6:00 am and 8:30 am, including holidays or as otherwise instructed due to patient count.

c. All items must maintain a maximum temperature of 39 degrees Fahrenheit and a minimum of 28 degrees Fahrenheit for refrigerated and 0 degree Fahrenheit temp maximum for frozen products.

d. All packaged items must be dated with a “use by” date that is at least five (5) days from the date of delivery.

e. ARMC will refuse delivery of all out of date or expired product.

f. Bidder is responsible for supplying a three (3) door cooler for the display of these products.

Preferred size is 72” wide X 79 ½” height 34” depth – must be 120 volt. Cooler must pass circuitry test performed by ARMC Biomedical engineering (onsite) before use.

g. Bidder is responsible for stocking the cooler and rotating all stock.

h. Labeling on all product must maintain compliance with all applicable laws and regulations, including, but not limited to the Nutrition Labeling and Education Act (NLEA), which amended the Federal Food, Drug, and Cosmetic Act (FD&C Act), that requires most foods to bear nutrition labeling to comply with specific requirements. All new regulations are published in the Federal Register (FR) prior to their effective date compiled annually in Title 21 of the Code of Federal Regulations (CFR).

i. Delivery shall be made at designated delivery point as specified to each County address and department as ordered.

j. Delivery shall be inside delivery to the specified inside point as directed by the receiving department.

k. Successful Bidder(s) shall coordinate with each location to establish a regular delivery schedule.

l. Delivery shall be made complete as ordered within the time quoted by Bidder from receipt of order.

m. Invoicing method shall be One Delivery-One Invoice.

n. Prompt delivery and efficient service are essential; failure to furnish such delivery and service will constitute a breach of the contract.

3. BIDDERS GUARUNTEE

a. In quoting, the Bidder guarantees to make delivery of all items quoted, either from its stock, from warehouse stock, or via manufacturer’s shipment. If unavailable from Bidder’s stock or if Bidder is unable to secure from warehouse or manufacturer, it shall be the Bidder’s responsibility to see that the item is obtained from any other source having the item in stock at no additional cost to the County.

b. In case of default by Bidder, the County may procure the item from other sources and will charge the Bidder for excess costs so paid and the prices paid by the County shall be considered to be the prevailing market price at the time such purchase is made.

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Invitation to Bid Pre-Packaged Food Items

c. Bidder’s response to this ITB is to be on the basis that all items bid are guaranteed equal in quality and pattern to those specified and that any item purchased as equivalent and found not acceptable to using department may be returned for full credit.

d. The Bidder guarantees that the goods supplied under this ITB and any purchase order resulting from award of same will meet all the express warranties and the implied warranties of merchantability and fitness for the intended purpose(s).

4. STOCK ADJUSTMENTS/RETURNS

In quoting, the Bidder agrees to give full credit on returned merchandise resulting from this bid, with exception of custom orders. Vendor agrees to waive any restocking fees.

5. Price Guarantee

a. The County gives preference to firm prices. All price escalation provisions will be considered alternate offers. Offers specifying a maximum escalation percentage during the period of contract will be given preference over those offering an unspecified price escalation. The County requires bona fide proof of cost increases, including surcharges, fees, etc., on Contracts prior to any price escalation adjustment. A minimum of sixty (60) days advance notice is required to secure such adjustments.

When offering escalating price contracts, quote applicable labor and materials separately as to percentage of total cost. No retroactive pricing adjustments will be considered. The County may enforce, adjust, or cancel escalating price contracts as it sees fit. The net dollar amount of profit will remain firm during the period of the contract. Adjustments increasing the Bidder’s profit will not be allowed. The County shall be given the benefit of all price decreases provided by vendor to similarly-sized customers.

b. Bidder represents that the prices charged the County do not exceed existing selling prices to other agencies for the same or substantially similar items or services for comparable quantities under similar terms and conditions. The County retains the right to rebid the contract if, in the opinion of the County, prices become too high.

6. ADDITIONAL REQUIREMENTS

a. Adhere to federal inspection requirements for meat products in accordance with the U.S. Food and Drug Administration (USDA) Food Safety and Inspection Service.

b. Bidder must maintain compliance with NLEA, which amended the FD&C Act, that requires most foods to bear nutrition labeling to comply with specific requirements. All new regulations are published in the FR prior to their effective date compiled annually in Title 21 of the CFR.

c. Perishable Agricultural Commodities Act (PACA) license in good standing from the United States Department of Agriculture (https://apps.mrp.usda.gov/public_search).

d. Provide Certified Halal and Kosher meal options upon request.

e. Provide Vegan Vegetarian and Pescatarian meal options upon request.

f. Public Health Permit in good standing from appropriate licensing County board.

g. For questions regarding these specifications or delivery and invoicing, etc. please contact:

Nutrition Services 400 North Pepper Avenue Colton, CA 92324

PRICING SCHEDULE SAMPLE

https://apps.mrp.usda.gov/public_search

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Please use the format on Attachment C – PROPOSED PRICING SCHEDULE to submit the proposed pricing

4. PUBLIC AGENCY PARTICIPATION

It is intended that any other public agency (i.e., city, district, public authority, public agency, municipality and other political sub-division or public corporation of California) located in San Bernardino County shall have the option to participate in any award made as a result of this solicitation. Any agency located outside of San Bernardino County shall have the option to participate but shall incur all freight charges from location of awarded Bidder to delivery point. The San Bernardino County shall incur no financial responsibility in connection with orders issued under the authority of this provision or in making payments to the vendor.

A. Winning Award Will Be Required to Comply With The Following:

California Revenue and Taxation Code Section 18662

In compliance with California Revenue and Taxation code section 18662, if you are a non-resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen (15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below).

B. Franchise Tax Board Website:

http://www.ftb.ca.gov

Section II: Instructions for Completing Invitation to Bid

1. PRICING YOUR BID

A. Bid on each item separately. Prices should be stated per unit(s) specified herein.

B. Unless otherwise specified, all prices shall be F.O.B. destination. Bids other than F.O.B. destination shall be considered non-responsive and will be rejected. Any freight charges must be priced separately from product pricing.

C. Unless otherwise specified, prices bid herein should NOT include California sales/use tax or Federal excise tax. The County generally is required to pay California sales/use tax, and it should be shown as a separate item on invoices. The County is exempt from payment of Federal excise tax. It must NOT be included in invoices.

D. All prices and notations must be in ink or typewritten. No erasures permitted. Mistakes may be crossed out and corrected and must be initialed in ink by person(s) signing the bid.

E. Discounts of less than thirty (30) days will not be considered in evaluation of bids to determine overall apparent low bidder.

F. The County net terms are Net 60. Net terms of less than 30 days will not be accepted.

http://www.ftb.ca.gov/

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2. SUBMITTING YOUR BID

A. Bids must be submitted electronically through the San Bernardino County Electronic Procurement

Network (ePro) https://epro.sbcounty.gov/bso/.

B. Print, complete, sign and submit Section I, subsection 1 and 2, as part of your bid.

C. Print, complete and submit Section 1, subsection 3, as part of your bid.

D. Failure to bid on authorized County form may be cause for rejection of bid.

E. Any bid received at the County Purchasing Department after the exact time for receipt will not be considered and will be rejected as a late bid.

Release of the ITB February 2, 2026 11:00am PST

Deadline for Submission of Questions February 13, 2026 11:00am PST

Deadline for Bids February 27, 2026 11:00am PST

Tentative Date for Contract Award March 31, 2026

F. Questions regarding the contents of this ITB shall be submitted through the ePro system on or before the

Deadline for Submission of Questions. All questions will be answered, and both the question and answer will be posted as addendum to the ITB in ePro. System-related issues in ePro shall be directed to the Purchasing Department at (909) 387-2060.

G. Late bids will be returned to the bidder unopened unless it is determined that the late receipt was due solely to mishandling by the Purchasing Department and such determination is made prior to award.

H. The County’s primary means of providing bids and addenda is through ePro (https://epro.sbcounty.gov/bso/).

All bidders must be registered in ePro prior to the date for submission of bids.

I. No oral interpretation shall be made to modify any provisions of any bid specifications. Requests for an interpretation shall be made in writing to the County Director of Purchasing prior to bid opening and a written response will be posted on the County ePro website.

J. Any Bidder desiring to withdraw its bid must do so before County bid opening.

K. Bids submitted in response to this INVITATION TO BID must be in full conformance with the terms and conditions set forth herein. Further, all specification requirements must be met unless the language of the INVITATION TO BID specifically indicates alternate specifications will be considered.

L. Samples of items, when required, must be furnished free of expense to the County, and if not destroyed by tests will, upon request, be returned at the Bidder's expense.

M. All bids must be signed with the firm name and by an authorized officer or employee. Obligations assumed by such signature must be fulfilled.

3. EVALUATION AND AWARD

A. Bids are subject to acceptance at any time within 90 days after opening of same, unless otherwise stipulated by the County.

https://epro.sbcounty.gov/bso/ https://epro.sbcounty.gov/bso/

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B. In determining the lowest bid, discounts of 30 days or greater will be considered. Discounts will be calculated from receipt and acceptance of merchandise or invoice, whichever is later.

C. Award will be made by Arrowhead Regional Medical Center to the responsive, responsible bidder providing the best value.

D. The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County.

E. The County reserves the right to reject any or all Bids and to accept or reject any item(s) thereon, or waive any irregularity in the Bid.

F. In the event of a conflict between a unit price Bid and Bidder's extended price, the unit price will prevail unless price is so obviously unreasonable as to indicate an error. In that event, the County will seek clarification from the Bidder if time permits. If not, the County may reject the Bid as non- responsive for the reason of inability to determine the intended Bid.

G. The County reserves the right to perform a pre-award survey of the Bidder to determine capability to perform, including but not limited to facilities, financial responsibility, materials/supplies, and past performance. The determination of the County as to the Bidder’s prospective ability to perform the contract shall be conclusive.

4. NEGOTIATIONS AND NOTICE OF INTENT TO AWARD

The County may require the potential Bidder(s) selected to participate in negotiations. This may include cost, technical, or other clarifications needed to make a decision.

A. Contract Negotiation

After selection, negotiations may be conducted with the Bidder(s) of the highest-ranked Bid(s).

Negotiations, if held, shall be within the scope of work in the request for Bids. If the contract negotiations take place in San Bernardino County, California, the Bidder will be responsible for its travel and per diem expenses of its personnel.

B. Failure to Negotiate

If the selected Bidder:

1. Fails to provide the information required to begin negotiations in a timely manner; or

2. Fails to negotiate in good faith; or

3. Indicates it cannot perform the Contract within the budgeted funds available for the Services; or

4. If the Bidder and the County, after a good faith effort, simply cannot come to terms;

Then the County may terminate negotiations with the Bidder initially selected and commence negotiations with the next highest rated Bidder.

C. Notice of Intent to Award (NOIA) – Bidder Notification of Selection

After the completion of Contract negotiations a written or electronic Notice of Intent to Award (NOIA) and denial letters (or a copy of the NOIA) will be issued to all Bidders. The issuance date of the NOIA is the date the NOIA was delivered by email or into the care of the United States Postal Service for delivery to the Bidder.

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D. Award A Contract will be awarded based on a competitive selection of bids received. The contents of the bid of the successful Bidder will become contractual obligations and failure to accept these obligations in a Contract may result in cancellation of the award.

5. PROTEST PROCEDURES

A. In the event a dispute arises concerning the bid process prior to the award of the Contract, the Bidder raising the dispute shall submit a request for resolution in writing to the Purchasing Agent. Bidder may appeal the recommended award or denial of award (Protest), provided the Protest:

1. Is submitted in writing.

2. Is submitted within ten (10) calendar days of the issuance date of a Notice of Intent to Award.

B. A Protest can only be brought on the following grounds:

1. Failure of the County to follow the selection procedures and adhere to requirements specified in the Invitation to Bid or any addenda or amendments.

2. Violation of conflict of interest as provided by California Government Code Section 87100 et seq.

3. Violation of State or Federal law.

C. Protests will not be accepted for any other reasons than those stated above. All Protests must be sent to:

Pete Mendoza, Purchasing Director San Bernardino County Purchasing Department 777 E. Rialto Avenue San Bernardino, CA 92415-0760

D. Upon receipt of the formal Protest, the Purchasing Agent, or his/her designee, will attempt to resolve the Protest. A Protest shall be disallowed when, in the judgment of the Purchasing Agent it has been submitted: (1) as a delay tactic; (2) for the purpose of posturing the Bidder advantageously for future procurement; (3) in a form that deviates from the one prescribed; (4) without adequate factual basis or merit; or (5) in an untimely manner.

The Purchasing Agent shall make a decision concerning the Protest, and notify the Bidder submitting the Protest, within a reasonable time frame prior to the tentatively scheduled date for awarding the Contract.

The Purchasing Agent shall notify the Bidder making the Protest of the decision, within a reasonable time frame prior to the tentatively scheduled date for awarding the Contract. If the Contract must be approved by the Board of Supervisors (Board), after receiving a decision from the Purchasing Agent, the Bidder may then present its Protest to the Clerk of the Board of Supervisors for the Board’s review and decision.

The Bidder must file its written Protest with the Clerk of the Board or provide a verbal Protest (typically limited to three minutes) prior to the Board making a decision on the Contract. Any decision of the Board shall be deemed final.

By submitting a “Letter of Protest”, the Bidder has agreed that the protest procedures herein shall precede any action in a judicial or quasi-judicial tribunal regarding this Bid. Protests that do not follow these procedures shall not be considered. The Protest procedures constitute the sole administrative remedy available to the Bidder under this ITB. Upon exhaustion of this remedy no additional recourse is available.

Section III: Standard Terms and Conditions

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The terms below apply to any subsequent contract awarded to a successful Bidder.

1. DEFINITIONS

A. “Bidder" shall mean any person, firm, partnership, or corporation submitting a bid to County in response to this ITB.

B. "County" shall mean the San Bernardino County, California

C. "Contractor" shall mean the bidder whose bid is accepted by County and who has entered into an agreement with County to provide the goods, equipment and/or services described herein.

2. ASSIGNMENT OF RIGHTS, TITLE AND INTEREST

In submitting a Bid to a public purchasing body, the Bidder offers and agrees that if the Bid is accepted, it will assign to the County all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. §15) or under the Cartwright Act (Chapter 1 (commencing with §16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Bidder for sale to the County pursuant to the Bid. Such assignment shall be made and become effective at the time the County tenders final payment to the Contractor.

3. CAL OSHA

As applicable, all items furnished under this Bid shall meet or exceed the standards established by the California Occupational Safety and Health Act of 1973 and current amendments thereto, provided the end use of the item is for the purpose for which the item is intended.

4. FORMAL BIDS

In the event this Bid results in a contract and/or purchase order, terms and conditions of this Bid are incorporated therein and form a part of the purchase order.

5. DELIVERY

Time is of the essence, and the contract and/or purchase order is subject to termination for failure to deliver on time. The acceptance by County of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by the Contractor.

6. INSPECTION

All items or services are subject to final inspection and acceptance at designation by the County. Such final inspection shall be made within a reasonable time after delivery.

7. TERMINATION FOR DEFAULT

The County may, by written notice of default to the Contractor, terminate any resulting order in whole or in part should the Contractor fail to make satisfactory progress, fail to deliver within time specified therein or fail to deliver in strict conformance to specifications and requirements set forth therein. In the event of such termination, the County reserves the right to purchase or obtain the supplies or services elsewhere, and the

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Invitation to Bid Pre-Packaged Food Items defaulting Contractor shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the County. The prevailing market price shall be considered the fair repurchase price.

A. If, after notice of termination of any resulting order under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for convenience as set forth below.

B. The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order.

8. TERMINATION FOR CONVENIENCE

The County may, by written notice stating the extent and effective date, terminate any resulting order for convenience in whole or in part, at any time, with or without cause. The County shall pay the Contractor as full compensation for performance until such termination:

A. The unit or pro rata price for the delivered and accepted portion.

B. A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the

Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price.

C. In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.

D. The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order.

9. TITLE

Title to the material and supplies purchased shall pass directly from Contractor to County upon delivery to the County destination, subject to the right of County to reject upon inspection, unless other arrangements have been made with the County in writing in advance.

10. VARIATIONS IN SPECIFICATIONS

The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County.

11. AVAILABILITY OF FUNDING

The maximum amount of reimbursement/payment under this Contract shall be subject to availability of funds to the County.

12. INSPECTION OF SERVICE/MATERIALS/SUPPLIES

All performance (which includes materials, supplies and equipment furnished or utilized in the performance of this Contract) shall be subject to inspection and test by the County at all times during the term of the Contract and/or purchase order. The Contractor shall provide adequate cooperation to any inspector

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Invitation to Bid Pre-Packaged Food Items assigned by the County to permit the inspector to determine the Contractor's conformity with these specifications and the adequacy of the services being contractually provided. All inspection by the County shall be made in such a manner as not to unduly interfere with Contractor performance.

13. DISPUTES

A. Except as otherwise provided in this Contract, any dispute concerning a question of fact regarding a provision of this Contract which is not disposed of by agreement shall be decided by the Director of Purchasing who shall furnish the decision to the Contractor in writing. The decision of the Director of Purchasing shall be final and conclusive unless determined by the court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith. The Contractor shall proceed diligently with the performance of the Contract pending the Director of Purchasing’s decision.

B. The "Disputes" clause does not preclude consideration of legal questions in connection with decisions provided for in paragraph (A) above. Nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

C. In the event of any dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

14. CHANGES

The Director of Purchasing may at any time, by written order, make changes within the general scope of this Contract, in the definition of services to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place of performance thereof. Such changes will become effective not less than 30 days after notice of such changes are provided to Contractor. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this Contract, whether changed or not changed by any such order, the parties shall negotiate an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change; provided however, that if the Director of Purchasing decides that the facts justify such action, the Director of Purchasing may receive and act upon any such claim asserted at any time prior to final payment under this Contract. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Director of Purchasing shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes". If no agreement can be reached on the changes, at the County’s option the Contractor may continue to proceed with the Contract without the changes becoming effective, or the County may terminate the Contract for convenience in accordance with the applicable provisions in this Contract.

15. ASSIGNABILITY

The Contractor shall not assign any interest in this Contract and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County thereto.

Notwithstanding the foregoing, Contractor may assign claims for money due or that become due to the Contractor from the County under this Contract without such approval, provided that such assignment is not

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Invitation to Bid Pre-Packaged Food Items in violation of, nor would cause the County to be in violation of, applicable law. Written notice of any such assignment or transfer shall be furnished promptly to the County.

16. INDEMNITY

Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers (Indemnitees) from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of Indemnitees. The Contractor indemnification obligation applies to the County’s “active” as well as “passive” negligence.

17. CONDUCT OF CONTRACTOR

A. The Contractor agrees to inform the County of all the Contractor's interests, if any, which are or which the Contractor believes to be incompatible with any interests of the County.

B. The Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of this Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

C. The Contractor shall not use for personal gain or make other improper use of privileged information which is acquired in connection with this Contract. In this connection, the term "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selections of contractors or subcontractors in advance of official announcement.

D. The Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate any Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the Bid and award process. This prohibition shall apply to any amendment, extension or evaluation process once a Contract has been awarded.

The Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from the Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

18. DISALLOWANCE

In the event the Contractor receives payment for services under this Contract, which is later disallowed by the County, the Contractor shall promptly refund the disallowed amount to the County on request, or at its

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Invitation to Bid Pre-Packaged Food Items option, the County may offset the amount disallowed from any payment due to the Contractor under any contract with the County.

19. GOVERNING LAW AND VENUE

This Contract shall be construed and interpreted according to the laws of the State of California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue.

20. AUDIT AND INSPECTION OF RECORDS

A. General. The County shall have the audit and inspection rights described in this section.

B. Cost or pricing data. If the Contractor submitted cost or pricing data in connection with the pricing of this Contract or any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the Director of Purchasing or his/her representatives who are employees of the County or its agent shall have the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such contract, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted.

C. Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of three years from the date of final payment under this contract, or by (1) and (2) below:

1. If this Contract is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three years from the date of any resulting final settlement.

2. Records which relate to appeals under the "Disputes" clause of this Contract, or litigation or the settlement of claims arising out of the performance of this Contract, shall be made available until such appeals, litigation, or claims have been disposed of, or three years after Contract completion, whichever is longer.

D. The Contractor shall insert a clause containing all the provisions of this entire clause in all subcontracts hereunder except altered as necessary for proper identification of the contracting parties and the contracting officer under the County's prime contract.

21. PATENT AND COPYRIGHT LICENSE

County shall have a royalty-free, non-exclusive and irrevocable license to publish, disclose, copy, translate, and otherwise use, copyright or patent, now and hereafter, all reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties developed under this Contract including those covered by copyright, and reserves the right to authorize others to use or reproduce such material. All such materials developed under the terms of this Contract shall acknowledge the County as the funding agency and Contractor as the creator of the publication. No such materials or properties produced in whole or in part under this Contract shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. Copies

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Invitation to Bid Pre-Packaged Food Items of all educational and training materials, curricula, audio/visual aids, printed material, and periodicals, assembled pursuant to this Contract must be filed with the County prior to publication.

The Contractor shall report to the Director of Purchasing, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Contract of which the Contractor has knowledge.

22. CONTRACTOR REPRESENTATION

Unless the Contractor expressly states otherwise in its Bid, where functional requirements are expressly stated as part of the requirements of this solicitation, the Contractor, by responding, represents that in its opinion the materials and/or system proposed is capable of meeting those requirements. In the event of any inconsistency between the functional specifications and the detailed specifications contained in the solicitation, the former will control.

23. WARRANTY

Contractor agrees that the equipment or supplies to be furnished shall be covered by the most favorable commercial warranties the Contractor gives to any customer for the same or substantially similar…