BCS-SN Pizza Bid-25.26-Final.pdf

March 28, 2025

To Whom It May Concern:

Attached is a IFB for pizza products for the school year 2025-2026. Buncombe County Public Schools’ School Nutrition Program is seeking Pizza product proposals for the new school year that begins with school delivery sites opening August 25, 2025. All proposals must be received at the Buncombe County Public Schools Central Office by Friday, April 25, 2025 at 10:00 a.m. Proposals may be mailed or hand delivered as indicated below to the Buncombe County Public Schools Central Office. FAX proposals will not be accepted.

Pizza delivery will be made available to all high and middle schools. All deliveries shall be received no earlier than 20 minutes prior to serving time and no later than 10 minutes prior to serving time to ensure that quality product is available in time for serving. Schools with large number of students and several serving times over an extended length of time will require more than one delivery. The number and times for delivery will be determined by the School Nutrition Manager. Three copies of a delivery ticket are to be signed by the school nutrition manager or her/his designee. Any tickets not signed by the designated school nutrition staff person will not be eligible for payment. Freshness must be guaranteed. It is the intent for the school nutrition office to pay by invoices on a weekly basis.

By signing the document enclosed, the contractor certifies that this proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. The contractor certifies that collusive bidding is a violation of federal law and can result in fines, prison sentences, and civil damage awards. Form AD-1048 (1/92) must be signed and returned with the bid document.

No proposal is acceptable unless returned in a sealed envelope. The envelope must be plainly marked “007-25 Pizza Bid”, must be sealed, and state time and date of the opening. No bids will be acceptable by facsimile.

Should you have any questions, please contact me at 828-255-5933. Thank you for your interest in the school nutrition program in the Buncombe County Public Schools.

Sincerely, Lisa C. Payne School Nutrition Director

Rob Jackson, Ed. D., Superintendent Lisa C. Payne, Director

175 Bingham Road, Asheville, NC 28806

P: 828.255.5932 F: 828.255.5899 www.buncombeschools.org http://www.buncombeschools.org/

Solicitation (IFB, RFP, RFQ) No. __007-25 __

Bidder/Offeror: ____________________________

THIS PAGE IS TO BE FILLED OUT AND RETURNED WITH YOUR BID. FAILURE TO DO SO

MAY SUBJECT YOUR BID TO REJECTION.

ATTENTION

Federal Employer Identification Number or alternate identification number (e.g., Social Security Number) is used for internal processing, including bid tabulation.

Enter ID number here: _________________________________

Pursuant to N.C.G.S. 132-1.10(b) this identification number shall not be released to the public.

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/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.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; or

2. fax:

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

3. email:

program.intake@usda.gov

This institution is an equal opportunity provider.

This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection.

https://www.usda.gov/sites/default/files/documents/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.pdf http://mailto:program.intake@usda.gov/

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OFFEROR: _________________________________________________

Buncombe County Schools School Nutrition Program

INVITATION FOR BIDS No. 007-25 175 Bingham Road Bids will be publicly opened: April 25, 2025 at 10:00 AM

Asheville, NC 28806 Contract Type: Price per Pizza

Refer ALL Inquiries to: Kelly Frady Telephone No. 828-255-5932

Commodity: Pizza Products

E-Mail: kelly.frady@bcsemail.org Using Agency Name: Buncombe County Schools (abbreviated as BCS)

(See page 2 for mailing instructions.) Period: School Year 2025-2026 for 17 regular schools. By mutual agreement BCS and the Bidder shall have the option to renew the Contract for four (4) additional ten (10) month periods.

Website: www.buncombe.k12.nc.us

NOTICE TO BIDDERS

Sealed Bids, subject to the conditions made a part hereof, will be received at this office (Buncombe County Schools School Nutrition Program, 175 Bingham Rd. Asheville, NC 28806) until April 25, 2025 at 10:00 AM, on the day of opening and then opened, for furnishing and delivering the commodity as described herein. Refer to page 2 for proper mailing instructions.

Bids submitted via facsimile (FAX) machine in response to this invitation for Bids will not be acceptable. Bids are subject to rejection unless submitted on this form.

EXECUTION

In compliance with this Invitation for Bids, and subject to all the conditions herein, the undersigned offers and agrees to furnish and deliver any or all items upon which prices are offered, at the prices set opposite each item within the time specified herein. By executing this offer, I certify that this bid is made without prior understanding, agreement, or connection with any firm, corporation, or person submitting a bid for the same commodity, and is in all respects fair and without collusion or fraud. Under penalty of perjury, the undersigned offeror certifies that this quote has not been arrived at collusively or otherwise in violation of Federal or North Carolina law.

Failure to execute/sign bid prior to submittal shall render bid invalid. Late Bids are not acceptable.

OFFEROR:

STREET ADDRESS: P.O. BOX: ZIP:

CITY & STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO

(800)

PRINT NAME & TITLE OF PERSON SIGNING: FAX NUMBER:

AUTHORIZED SIGNATURE: DATE: E-MAIL:

Offer valid for 45 days from date of opening unless otherwise stated here: ____ days

Prompt Payment Discount: _______ % __________________ days

ACCEPTANCE OF BID

If any or all parts of this bid are accepted, an authorized representative of Buncombe County Schools School Nutrition Program shall affix their signature hereto and this document and the provisions of the special terms and conditions specific to this Invitation for Bids, the specifications, and the North Carolina General Contract Terms and Conditions shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful bidder.

FOR Buncombe County Schools School Nutrition Program USE ONLY

Offer accepted and contract awarded this ____ day of _____________________, 20_____, as indicated on attached certification, by _____________________________________________ (Authorized representative of BCS).

Page: 3

In an effort to support the sustainability efforts of the State of North Carolina we solicit your cooperation in this effort.

It is desirable that all responses meet the following requirements:

• All copies are printed double sided.

• All submittals and copies are printed on recycled paper with a minimum post-consumer content of 30% and indicate this information accordingly on the response.

• Unless absolutely necessary, all bids and copies should minimize or eliminate use of non-recyclable or non re-usable materials such as plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Three-ringed binders, glued materials, paper clips, and staples are acceptable.

• Materials should be submitted in a format which allows for easy removal and recycling of paper materials.

MAILING INSTRUCTIONS: Mail only one fully executed bid document, unless otherwise instructed, and only one bid per envelope.

Bid MUST BE SEALED. Each bid must include: a copy of the nutritional analysis of each pizza, most recent health inspection for each store and attached forms A-H. Address envelope and mark “Pizza Bid” as shown below: It is the responsibility of the offeror to have the bid in this office by the specified time and date of opening.

DELIVERED BY US POSTAL SERVICE DELIVERED BY ANY OTHER MEANS

BID NO.007-25 - Pizza Bid BID NO.007-25 - Pizza Bid Buncombe County Schools Buncombe County Schools School Nutrition Program School Nutrition Program 175 Bingham Road 175 Bingham Road Asheville, NC 28806 Asheville, NC 28806

TABULATIONS: After the public opening of the Bids school officials will require at least 5 days for review. Verbal tabulations of quotes and award information can be obtained by calling the purchaser listed on the first page of this document.

TRANSPORTATION CHARGES: Transportation and delivery charges must be included in the total price per unit.

CONTRACT PERIOD: July 1, 2025 through June 30, 2026. BCS and successful vendor may extend this bid, upon mutual agreement, up to four (4) years.

Complete information must be given for each bid item. Failure to complete brands, code numbers, and all prices requested may result in rejection of the bid. By submission of a bid, you are guaranteeing that all goods and services meet the requirements of the solicitation during the contract period.

SCOPE AND PURPOSE: It is the intent of the SFA to contract with an interested party or parties for the purchase of large (14”-16”) fresh baked, ready-to-eat pizza or raw ready to bake pizza to be delivered to designated schools. All pizza bids must comply with specifications as identified on the form found on page 20. This bid also covers quality assurance and HACCP procedures used by the vendor.

AWARD CRITERIA: The right is reserved to award this contract to a single overall bidder on all items, or to make awards on the basis of individual items or groups of items, whichever shall be considered by the BCS to be most advantageous or to constitute its best interest. The right is reserved by BCS to reject any or all bids.

DEVIATIONS: Any deviations from specifications and requirements herein shall be clearly pointed out by bidder. Otherwise it will be considered that product offered is in strict compliance with these specifications and requirements, and successful bidder will be held responsible therefore. Deviations shall be explained in detail below the item or on an attached sheet. However, no implication is made by BCS that deviations will be acceptable. Bidder is advised that the response (or lack thereof) on this question does not take precedence over specific responses or non-responses provided elsewhere in this bid.

DESCRIPTIVE LITERATURE: All bid entries shall be accompanied by the following current documentation (confirm with the manufacturer that you have the most current version): Product label with ingredients, List of all allergens, Nutritional analysis, and official corporate product specification sheet with a signature.

E-PROCUREMENT: This is not an E-Procurement purchase and consequently not subject to the 1.75% fee. In order that you may present competitive bids, please insure that you have not marked up your bid to cover this fee.

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FIRM BID: Prices and any other entry made hereon by the bidder shall be considered firm and not subject to change or withdrawal through December 31, 2025. Successful bidder may petition in writing by November 16, 2025 for a price increase due to market conditions effective January1, 2026. Any request for a price increase is subject to negotiation and will be approved or refused on the basis of comparison of supplier invoicing at the time of bid opening and invoicing at time of request to increase price. Third party market reports will also be used to determine market condition. In the event there is an uncustomary drop in the market price of any item or items covered y the contract, BCS will request a voluntary reduction in pricing by the bidder. BCS reserves the right to audit invoices from the successful bidder’s suppliers periodically throughout the bid period. Whenever an audit reveals an overcharge, a credit will be due on each case delivered at the incorrect price. Whenever an audit reveals an undercharge an adjustment will not be permitted. Original bid prices, which have not been petitioned for adjustment or withdrawal, and those approved for January 1, 2026 through June 30, 2026 shall be considered firm and not subject to change or withdrawal through June 30, 2026.

PRODUCT SPECIFICATION: Only Large 14” 15” or 16” pizzas shall be delivered to the School Nutrition Program. All Pizzas must meet the following specifications:

Crust: dough to equal to 16 oz in weight. (specify weight of crust) Sauce: A tomato paste base with a blend of Italian seasoning. Total sauce to exceed 4.6 oz in volume.

Cheese: Shall be 100% real cheese only. No cheese substitutes or imitation cheese products shall be used. Part skim mozzarella cheese is preferred. If the bidder uses other varieties of cheese or a blend of cheeses, this must be noted and will be subject to approval by the School Nutrition office. Total cheese weight shall equal or exceed 16 oz.

Meat Topping: Meat toppings other than pepperoni may be used to replace part of the cheese however, documentation must be provided to substantiate the amount of topping required to provide the oz. equivalent of lean meat/meat alternate (each slice must provide 2 oz. meat/meat alternate minimum). Pepperoni shall be a minimum of 24 whole slices with a minimum weight of 2.0 oz.

*All large pizzas shall be cut in eight (8) equal slices prior to delivery

PRODUCT PACKAGING AND LABELING: All pizzas delivered for the School Nutrition Program shall be individually packaged bearing the vendor’s logo. All packaging shall be an oven-proof box with lid. Each box shall contain a lid support placed in the center of the pizza to prevent the lid from sticking to the pizza resulting in less than a first quality product. Parchment paper or wax sheets bearing the vendor’s logo will also be supplied for serving individual slices, but shall not substitute for the individual box packaging.

N.C. LAW CLAUSE: Upon award of a contract under this bid, the person, partnership, association, or corporation to show the award is made must comply with the laws of North Carolina which require such person or entity to be authorized and/or licensed to do business in this State. Notwithstanding the fact that applicable statues may exempt or exclude the successful bidder from requirements that it be authorized and/or licensed to do business in this State, by submission of this signed bid, the successful bidder agrees to subject him/herself to the jurisdiction and process of the courts of the State of North Carolina as to all matters and disputes arising or to arise under the contract and the performance thereof, including any question as to the liability for taxes, licenses, or fees levied by the State.

ENERGY USE AND CONSERVATION: Vendor agrees to recognize mandatory standards and polices related to energy efficiency which are contained in the State Energy Plan (http://www.energync.net/resources/docs/pubs/sep_12-04.pdf) issued in compliance with the United States Energy Policy and Conservation Act (PL 94-165)

CIVIL RIGHTS PROVISIONS: The contractor providing services under this Invitation to Bid must comply with the provisions of the Civil Rights Act of 1964, as amended.

HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute 143-48 and Executive Order #150, BCS invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled.

EMPLOYMENT HOUR & WAGE LAW: The contractor must comply with applicable federal, state, and local laws and regulations pertaining to wages, hours, and conditions of employment.

EQUAL EMPLOYMENT OPPORTUNITY: In connection with contactor’s performance of work under this contract, contractor agrees not to discriminate against any employee(s) or applicants(s) for employment because of age, race, religious creed, sex, national origin or handicap.

FEDERAL EPA REQUIREMENTS: The contractor must comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.D. 1857 h), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738 and Environmental Protection Agency regulation (40 CFR Part 15), which prohibit the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA List of Violating Facilities.

RETENTION OF RECORDS: The contractor agrees to retain all books, records, and other documents relative to this agreement for three (3) years after final payment. The district, its authorized agents and/or federal/state representatives shall have full access to, and the right to examine any of said materials during said period. If an investigation or audit is in progress, records shall be maintained until stated matter is closed.

DRUG FREE WORKPLACE ACT: The contractor must comply with all terms and conditions of the Drug Free Workplace Act, S.C.

CODE ANN. 44-107-10 et seq. (1976, as amended), if this contract is for a stated or estimated value of $50,000 or more.

http://www.energync.net/resources/docs/pubs/sep_12-04.pdf

Page: 5

TAXES: Certain non-food items purchased under this contract by the school district are not subject to State and Federal Taxes. A substitute tax exemption certificate will be furnished upon request.

ERROR IN BID: In case of an error in the price extensions the unit price will govern. No bid will be altered, or amended after the specified time and date set for the bid opening.

INDEMNIFICATION: Seller shall indemnify and hold harmless BCS, its officers, agents, employees and assigns from and against all claims, losses, costs, damages, expenses, attorneys’ fees and liability that any of them may sustain (a) arising out of Seller’s failure to comply with any applicable law, ordinance, regulation, or industry standard or (b) arising directly or indirectly out of Seller’s performance or lack of performance of the terms and conditions of the Contract. In the event that any Goods or Services sold and delivered or sold and performed under the Contract Documents shall be defective in any respect whatsoever, Seller shall indemnify and save harmless BCS, its officers, agents, employees and assigns from all loss or the payment of all sums of money by reason of all accidents, injuries or damages to persons or property that shall happen or occur in connection with the use or sale of such Goods or Services and are contributed to by said condition. In the event Seller, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of BCS in the performance of the Contract Documents, Seller agrees that it will indemnify and hold harmless BCS, its officers, agents, employees and assigns, from any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with such entry.

BUY AMERICAN PROVISION: Section 104(d) of the William F. Goodling Child Reauthorization Act of 1998 requires schools participating in the National School Lunch Program (NSLP) and School Breakfast Program (SBP) to purchase to the maximum extent possible, domestic commodities or products used in meals serves in the NSLP and SBP. “Domestic commodity or product: is defined as one that is produced in the United States and over 51 percent of the final processed product consists of agricultural commodities that are grown domestically.

ORDERS; Each school’s School Nutrition manager shall place an order for the quantity of pizzas needed by 3:00 p.m. daily for the next serving day’s delivery. Any additions or deletions shall be made by 9:00 a.m. on the day of serving. Additions and deletions shall be the exception; schools that do not follow these procedures should be reported to the School Nutrition office.

DELIVERY: Pizza delivery will be made available to the 6 senior high schools and 7 middle schools, to the Buncombe Discovery Academy when requested, and to any additional schools or programs that the School Nutrition Department may add in the course of the school year. Each school will be given the option to participate in the program and will determine the number of times per week they wish to participate. In addition, other schools may request deliveries on an occasional basis for use in the School Nutrition Lunch Program. Arrangement for special meals will be made well in advance of the date needed. The successful bidder shall receive a list of the schools, addresses, telephone numbers and the School Nutrition Manager’s name. BCS reserves the right to consider the delivery time offered as a factor in award of contract. Deliveries shall be made to the receiving area of the individual school kitchens (not office area). All deliveries shall be received no earlier than 20 minutes prior to serving time and no later than 10 minutes prior to serving time to ensure that quality product is available in time for serving. Schools with large number of students and several serving times over an extended length of time will required more that one delivery. The number and times for delivery will be determined by the School Nutrition Manager. All pizzas must be transported to schools in insulated carriers or pouches to assure that proper temp is maintained.

The manager may designate that some pizzas be delivered raw ready to be baked. Pieces that students reject will be deducted from the bill. Deliveries will not be made on weekends or school holidays. A calendar of the school year will be provided.

PAYMENT: Invoices for purchases are paid by the School Nutrition Department. In order to facilitate the handling of these invoices, the vendor must adhere to the following instructions: All items must be marked on a ticket. Unit prices for all items shall be recorded and invoices shall be accurately extended. The vendor must issue an invoice in triplicate at the time of delivery and all three (3) copies must be signed be the School Nutrition Manager or designee. One (1) copy will be left with the manager at the school at the time of delivery, two (2) copies are returned to the vendor (one of the two copies must accompany the monthly statement for payment) BCS will not be responsible for payment for product delivered without an invoice signed by the School Nutrition Manager or their designee.

Signed invoices must be sent to the BCS School Nutrition office at the above address on a weekly basis. It is the intent of the School Nutrition office to pay by invoices on a weekly basis. It is the policy of BCS to make payment by invoice rather than by statement. All accounts must be settled by June 15, 2026.

BID PRICES; Price quoted shall include delivery of items to the schools and shall include all charges for packaging, transportation to the schools, gratuities for delivery person, and any other charge incurred by the vendor. Prices quoted shall not include State sales tax nor Federal Excise Tax. Tax Exemption Certificate shall be furnished upon request. Prices shall be stated in units specified in the bid.

No gratuities, coupons, promotions, etc. will be considered in the bid.

SAMPLES: Samples are not required prior to bid opening date; however, if required later, bidder agrees to furnish samples of items offered at no expense to BCS with in 5 consecutive calendar days after request is made. Bids which do not comply with these requirements shall be subject to rejection. It is the Bidders responsibility to ensure that items are delivered on time and in good condition. Samples must be one full case pulled from existing stock with proper labels attached. Nutritional information – fact labels, ingredients, and list of allergens shall be sent for every sample. Regulations require that all foods purchased be of “domestic origin” to the maximum extent practicable.

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WARRANTY: The bidder warrants that all goods delivered pursuant to the contract shall meet the customary standards in the industry;

shall be free from defect; shall conform strictly to the specifications, package count as stated, or samples specified or furnished; and shall be manufactured, processed, packaged, stored, handled, transported and delivered in full compliance with all applicable federal, state and local laws, and regulations and industry standards. This warranty shall survive any inspection, delivery, acceptance, or payment by BCS of the goods. This express warranty is in addition to the bidders implied warranties of merchantability and fitness for a particular purpose, which shall not be disclaimed by the bidder.

GUARANTEE: The vendor must guarantee all pizza delivered to the School Nutrition Program for freshness, flavor, appearance, and/or defect. Pizzas that are less than first quality product shall be returned to the vendor for credit replacement. Any item delivered in an unacceptable condition will not be accepted.

SANITATION REQUIREMENTS: School officials may routinely inspect Contractor’s warehouse and trucks. The warehouse and truck shall be clean, be free of insects and rodents, and be adequate for storing and delivering products.

FACILITIES AND EQUIPMENT: The contractor shall have adequate warehouses to supply products.

SUBSTITUTES: No substitution in item or quality is to be made by vendor without prior approval and sampling by the School Nutrition Office.

PROMOTIONAL ITEMS: The successful bidder shall be responsible for assisting the promotion of the product to students.

Point of sale materials, banners, and posters are expected. The School Nutrition Director will decide how and where materials will be used.

STANDARDS: Each store must be ServSafe certified. A copy of the most recent health inspection of each store that will deliver shall be submitted with your bid. The inspection shall be a GRADE A report to be considered a valid bid. Any bid received without the health inspection from every establishment that will be preparing the pizzas will be disqualified. A GRADE A inspection shall be maintained during the contract period. Review of inspection report files and on-site inspection of the facilities shall be approved upon request by the School Nutrition office.

NUTRITIONAL STANDARDS: A copy of the nutritional analysis of each pizza that the vendor bids shall be provided at the time of the bid opening.

E-Verify: Contractor shall comply with E-Verify, the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law and as in accordance with N.C.G.S. §64-25 et seq. In addition, to the best of Contractor’s knowledge, any subcontractor employed by Contractor as a part of this contract shall be in compliance with the requirements of E-Verify and N.C.G.S. §64-25 et seq.

This institution is an equal opportunity provider

: https://www.usda.gov/sites/default/files/documents/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.pdf

NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS

1. DEFAULT AND PERFORMANCE BOND: In case of default by the bidder, BCS may procure the articles or services from other sources and hold the contractor responsible for any excess cost occasioned thereby. BCS reserves the right to require performance bond or other acceptable alternative guarantees from successful bidder without expense to BCS.

In addition, in the event of default by the Contractor under this contract, the State may immediately cease doing business with the Contractor, immediately terminate for cause all existing contracts the State has with the Contractor, and de-bar the Contractor from doing future business with the State.

Upon the Contractor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Contractor, the State may immediately terminate, for cause, this contract and all other existing contracts the Contractor has with the State, and de-bar the Contractor from doing future business with the State.

2. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate alteration of the material, quality, workmanship or performance of the items offered prior to their delivery, it shall be the responsibility of the contractor to notify, in writing, the issuing purchasing office at once, indicating the specific regulation which required such alterations. BCS reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the contract.

3. AVAILABILITY OF FUNDS: Any and all payments to the contractor are dependent upon and subject to the availability of funds to the agency for the purpose set forth in this agreement.

4. TAXES: Any applicable taxes shall be invoiced as a separate item.

G.S. 143-59.1 bars the Secretary of Administration from entering into contracts with vendors if the vendor or its affiliates meet one of the conditions of G. S. 105-164.8(b) and refuse to collect use tax on sales of tangible personal property to purchasers in North Carolina. Conditions under G. S. 105-164.8(b) include: (1) Maintenance of a retail establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf of the vendor and (3) Systematic exploitation of the market by media-assisted, media-facilitated, or media-solicited means. By execution of the bid document the vendor certifies that it and all of its affiliates, (if it has affiliates), collect(s) the appropriate taxes.

5. SITUS: The place of this contract, its situs and forum, shall be North Carolina, where all matters, whether sounding in contract or tort, relating to its validity, construction, interpretation and enforcement shall be determined.

6. GOVERNING LAWS: This contract is made under and shall be governed and construed in accordance with the laws of the State of North Carolina.

7. INSPECTION AT CONTRACTOR’S SITE: BCS reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective contractor prior to contract award, and during the contract term as necessary for BCS determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the contract.

8. PAYMENT TERMS: Payment terms are Net not later than 30 days after receipt of correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the contractor under the contract.

Payment by some agencies may be made by procurement card and it shall be accepted by the contractor for payment if the contractor accepts that card (Visa, Mastercard, etc.) from other customers. If payment is made by procurement card, then payment may be processed immediately by the contractor.

9. AFFIRMATIVE ACTION: The contractor will take affirmative action in complying with all Federal and State requirements concerning fair employment and employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or disability.

10. CONDITION AND PACKAGING: Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment.

11. STANDARDS: All manufactured items and/or fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving a connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate state inspector which customarily requires the label or re-examination listing or identification marking of the appropriate safety standard organization; such as the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and /or National Electrical Manufacturers’ Association for electrically operated assemblies; or the American Gas Association for gas operated assemblies, where such approvals of listings have been established for the type of device offered and furnished. Further, all items furnished shall meet all requirements of the Occupational Safety and Health Act (OSHA), and state and federal requirements relating to clean air and water pollution.

12. PATENT: The contractor shall hold and save BCS, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, on account of any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this contract, including use by the government.

https://www.usda.gov/sites/default/files/documents/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.pdf

Page: 8 https://www.usda.gov/sites/default/files/documents/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.pdf

13. ADVERTISING: Contractor agrees not to use the existence of this contract or the name of the State of North Carolina as part of any commercial advertising.

14. ACCESS TO PERSONS AND RECORDS: The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 147-64.7.

15. ASSIGNMENT: No assignment of the contractor’s obligations nor the contractor’s right to receive payment hereunder shall be permitted.

However, upon written request approved by the issuing purchasing authority and solely as a convenience to the contractor, BCS may:

a. Forward the contractor’s payment check directly to any person or entity designated by the contractor, and

b. Include any person or entity designated by contractor as a joint payee on the contractor’s payment check.

In no event shall such approval and action obligate the State to anyone other than the contractor and the contractor shall remain responsible for fulfillment of all contract obligations.

16. INSURANCE:

COVERAGE - During the term of the contract, the contractor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract. As a minimum, the contractor shall provide and maintain the following coverage and limits:

a. Worker’s Compensation - The contractor shall provide and maintain Worker’s Compensation Insurance, as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $150,000.00, covering all of contractor’s employees who are engaged in any work under the contract. If any work is sublet, the contractor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the contract.

b. Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $500,000.00 Combined Single Limit. (Defense cost shall be in excess of the limit of liability.)

c. Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles, used in connection with the contract. The minimum combined single limit shall be $150,000.00 bodily injury and property damage; $150,000.00 uninsured/under insured motorist; and $1,000.00 medical payment.

REQUIREMENTS: Providing and maintaining adequate insurance coverage is a material obligation of the contractor and is of the essence of this contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The contractor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or this contract. The limits of coverage under each insurance policy maintained by the contractor shall not be interpreted as limiting the contractor’s liability and obligations under the contract.

17. YEAR 2000 COMPLIANCE/WARRANTY: Vendor shall ensure the product(s) and service(s) furnished pursuant to this agreement (“product” shall include, without limitation, any piece of equipment, hardware, firmware, middleware, custom or commercial software, or internal components, subroutines, and interfaces therein) which perform any date and/or time data recognition function, calculation, or sequencing, will support a four digit year format, and will provide accurate date/time data and leap year calculations on and after December 31, 1999, at the same level of functionality for which originally acquired without additional cost to the user. This warranty shall survive termination or expiration of the agreement.

18. GENERAL INDEMNITY: The contractor shall hold and save the State, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the contractor in the performance of this contract and that are attributable to the negligence or intentionally tortuous acts of the contractor provided that the contractor is notified in writing within 30 days that the State has knowledge of such claims. The contractor represents and warrants that it shall make no claim of any kind or nature against the State’s agents who are involved in the delivery or processing of contractor goods to the State. The representation and warranty in the preceding sentence shall survive the termination or expiration of this contract.

19. ELECTRONIC PROCUREMENT (APPLIES TO ALL CONTRACTS THAT INCLUDE E-PROCUREMENT AND ARE IDENTIFIED AS SUCH IN THE BODY OF THE SOLICITATION DOCUMENT): Purchasing shall be conducted through the Statewide E-Procurement Service. The State’s third party agent shall serve as the Supplier Manager for this E- Procurement Service. The contractor shall register for the Statewide E-Procurement Service within two (2) business days of notification of award in order to receive an electronic purchase order resulting from award of this contract.

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THE SUCCESSFUL BIDDER(S) SHALL PAY A TRANSACTION FEE OF 1.75% (.0175) ON THE TOTAL DOLLAR AMOUNT (EXCLUDING SALES TAXES) OF EACH PURCHASE ORDER ISSUED THROUGH THE STATEWIDE E- PROCUREMENT SERVICE This applies to all purchase orders, regardless of the quantity or dollar amount of the purchase order. The transaction fee shall not be stated or included as a separate item on the invoice. There are no additional fees or charges to the contractor for the services rendered by the Supplier Manager under this contract.

Contractor will receive a credit for transaction fees they paid for the purchase of any item(s) if an item(s) is returned through no fault of the contractor. Transaction fees are non-refundable when an item is rejected and returned, or declined, due to the contractor’s failure to perform or comply with specifications or requirements of the contract.

Contractor or its Authorized Reseller, as applicable, will be invoiced monthly for the State’s transaction fee by the Supplier Manager. The transaction fee shall be based on purchase orders issued for the prior month. Unless Supplier Manager receives written notice from the Contractor identifying with specificity any errors in an invoice within thirty (30) days of the receipt of invoice, such invoice shall be deemed to be correct and Contractor shall have waived its right to later dispute the accuracy and completeness of the invoice. Payment of the transaction fee by the Contractor is due to the account designated by the State within thirty (30) days after receipt of the correct invoice for the transaction fee, which includes payment of all portions of an invoice not in dispute. Within thirty (30) days of the receipt of invoice, contractor may request in writing an extension of the invoice payment due date for that portion of the transaction fee invoice for which payment of the related goods by the governmental purchasing entity has not been received by the Contractor. If payment of the transaction fee is not received by the State within this payment period, it shall be considered a material breach of contract. The Supplier Manager shall provide, whenever reasonably requested by the contractor in writing (including electronic documents), supporting documentation from the E-Procurement Service that accounts for the amount of the invoice.

The Supplier Manager will capture the order from the State approved user, including the shipping and payment information, and submit the order in accordance with the E-Procurement Service. Subsequently, the Supplier Manager will send those orders to the appropriate contractor on State Contract. The State or State approved user, not the Supplier Manager, shall be responsible for the solicitation, bids received, evaluation of bids received, award of contract, and the payment for goods delivered.

Contractor agrees at all times to maintain the confidentiality of its user name and password for the Statewide E- Procurement Services. If a contractor is a corporation, partnership or other legal entity, then the contractor may authorize its employees to use its password. Contractor shall be responsible for all activity and all charges by such employees. Contractor agrees not to permit a third party to use the Statewide E-Procurement Services through its account. If there is a breach of security through the contractor’s account, contractor shall immediately change its password and notify the Supplier Manager of the security breach by e-mail. Contractor shall cooperate with the State and the Supplier Manager to mitigate and correct any security breach.

20. ELECTRONIC PROCUREMENT (APPLIES ONLY TO STATEWIDE TERM CONTRACTS): Within ten (10) calendar days of notice, the contractor shall provide supplier information, contract pricing and other product-related information requested by the State or the Supplier Manager. This information shall include such information as contractor name, SKU, brand/manufacturer, product name and a brief description, unit of measure, price, and other similar information properly requested by the State or the Supplier Manager to facilitate purchasing from the contract. This information shall be posted by the contractor in the format provided by the Supplier Manager, or as otherwise provided in a template or format required by the State. No costs or expenses associated with providing this information shall be charged to the State, its agents (including Supplier Manager) or State approved users of the contract. For the purposes of this contract, the contractor warrants that it is authorized and empowered to and hereby grants the State and the Supplier Manager the right and license to use, reproduce, transmit, distribute and publicly display this information. In addition, for the purposes of this contract, the contractor warrants that it is authorized and empowered to and hereby grants the State and the Supplier Manager the right and license to reproduce and display contractor’s trademarks, service marks, logos, trade dress or other branding designation that identifies the goods available under the contract. The Supplier Manager shall create and maintain, with contractor’s timely assistance, web-based placement of contract information, where appropriate, that includes the contract items distributed by the contractor within the appropriate contract categories. The State shall provide any price adjustment/product modification information that it has approved during the course of the contract, to the Supplier Manager immediately upon such change.

If the contractor is not the manufacturer, then it shall be the contractor’s responsibility to obtain authorization from the manufacturer to comply with the provisions of this contract, including any appropriate intellectual property rights of the manufacturer. If the contractor is the manufacturer, then the manufacturer shall only authorize dealers, outlets, distributors, value added resellers, etc. (together, “Authorized Resellers”) within their network that can comply with the provisions of this contract.

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CONTRACTOR IS AND SHALL REMAIN RESPONSIBLE FOR PAYING THE TRANSACTION FEE ON BEHALF OF

ITS AUTHORIZED RESELLERS IN THE EVENT THAT THE AUTHORIZED RESELLER(S) DEFAULTS.

21. CANCELLATION (TERM CONTRACTS ONLY): All contract obligations shall prevail for at least 90 days after the effective date of the contract. After that period, in addition to the provisions of the paragraph entitled Price Adjustments, for the protection of both parties, this contract may be canceled in whole or in part by either party by giving 30 days prior notice in writing to the other party.

22. QUANTITIES (TERM CONTRACTS ONLY): The award of a term contract neither implies nor guarantees any minimum or maximum purchases thereunder.

23. PRICE ADJUSTMENTS (TERM CONTRACTS ONLY): Any price changes, downward or upward, which might be permitted during the contract period, must be general, either by reason of market change or on the part of the contractor to other customers.

a. Notification: Must be given to BCS, in writing, concerning any proposed price adjustments. Such notification shall be accompanied by copy of manufacturer’s official notice or other acceptable evidence that the change is general in nature.

b. Decreases: BCS shall receive full proportionate benefit immediately at any time during the contract period.

c. Increases: All prices shall be firm against any increase for 180 days from the effective date of the contract. After this period, a request for increase may be submitted with BCS reserving the right to accept or reject the increase, or cancel the contract. Such action by BCS shall occur not later than 15 days after the receipt by BCS of a properly documented request for price increase. Any increases accepted shall become effective not later than 30 days after the expiration of the original 15 days reserved to evaluate the request for increase.

d. Invoices: It is understood and agreed that orders will be shipped at the established contract prices in effect on dates orders are placed. Invoicing at variance with this provision will subject the contract to cancellation. Applicable North Carolina sales tax shall be invoiced as a separate item.

24 LUNSFORD ACT. The Vendor 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 being on the premises of any school. 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.

25. CRIMINAL BACKGROUND CHECKS. The Vendor shall conduct criminal background checks on each of its employees who, pursuant to this Agreement, engage in any services on BCS property or at BCS events. The Vendor shall provide documentation that criminal background checks were conducted on each of its employees prior to hiring, and shall refuse employment to any person convicted of a felony or any other crime, whether misdemeanor or felony, that indicates the person poses a threat to the physical safety of students, school personnel or others.