BCSSN-BeverageBid25.26-Final.pdf

3/28/2025

To Whom It May Concern:

Attached is a R FP for beverage products for the school year 2025-2026. Buncombe County Public Schools’ School Nutrition Program is seeking Beverage product proposals for the new school year that begins with school delivery sites opening August 21, 2025. All proposals must be received at the Buncombe County Public Schools Central Office by Friday, April 25, 2025, at 1:00 p.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.

Deliveries will be made to all schools on a weekly basis. These deliveries must be made between 7:00 A.M. and 2:00 P.M. Two 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. All goods delivered shall be in the current year standard commercial pack. BCS reserves the right to consider the delivery time offered as a factor in award of contract.

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 Beverage Products”, 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 (RFP) 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.

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

“This institution is an equal opportunity provider” http://www.ascr.usda.gov/complaint_filing_cust.html http://www.ascr.usda.gov/complaint_filing_cust.html

Buncombe County Schools School Nutrition Program

REQUEST FOR PROPOSALS No. 007-25 175 Bingham Road Bids/proposals will be publicly opened: April 25, 2025, at 1:00

PM

Asheville, NC 28806 Contract Type: Line Item

Refer ALL Inquiries to: Lisa C. Payne Telephone No. 828-255-5933

Commodity: Beverage Products

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

(See page 2 for mailing instructions.) Period: School Year 2025-2026 for 41 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/proposals, 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 1:00 PM, 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/proposals submitted via facsimile (FAX) machine in response to this Request for Proposals will not be acceptable. Bids/proposals are subject to rejection unless submitted on this form.

EXECUTION

In compliance with this Request for Proposals, 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/proposals 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 Request for Proposals, 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: 2

OFFEROR: _________________________________________________

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/proposals 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. Each bid must include: Vendor Required Attachments A-M. Address envelope and mark “Beverage RFP” 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 Beverage RFP BID NO. 007-25 Beverage RFP Buncombe County School Nutrition Program Buncombe County School Nutrition Program 175 Bingham Road 175 Bingham Road Asheville, NC 28806 Asheville, NC 28806

TABULATIONS: After the public opening of the proposals school officials will require at least 7 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.

Cut along the outer border and affix this label to your sealed bid envelope to identify it as a “Sealed Bid”. Neither faxed nor electronically submitted bids/proposals will be accepted. Be sure to include the name of the company submitting the bid where requested.

DELIVER TO: BUNCOME COUNTY SCHOOL NUTRITION DEPARTMENT

Buncombe County Board of Education 175 Bingham Rd.

Asheville, NC 28806

SEALED BID DO NOT OPEN

SEALED BID NO.: 007-25

BID TITLE Beverage RFP DUE DATE/TIME: April 25, 2025 @ 1:00 PM

SUBMITTED BY:

Name of Company

Page: 3

Contract is effective July1, 2025 through June 30, 2026

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.

EVALUATION AND 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/proposals.

The proposal will be evaluated to determine which vendor can, in the sole opinion of the proposal evaluation committee, provide the best solution for the SNP. Cost will be the majority of the evaluation but will not be the sole determining factor in the decision-making process.

o Convenience and quality of products – 20 points o Meets and or exceeds service requirements – 20 points o Review of historical actual usage and historical date – 10 points o Compliance with terms and special terms of RFP – 20 points o Reasonableness of cost – 30 points (include mathematical formulas used to arrive at cost on spreadsheet)

QUANTITIES: Shipments must equal exact amounts ordered unless otherwise agreed in writing by BCS. The award of a term contract neither implies nor guarantees any minimum or maximum purchases.

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. Signed Invoices shall be sent to BCS School Nutrition Department weekly.

PAYMENT TERMS: Payment terms are Net 30 days after receipt of correct invoice or acceptance of Goods or Services, whichever is later.

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 bids/proposals for items that are not pre-approved (selections list manufacturer and code #) must be accompanied by complete descriptive literature, specifications and other pertinent data necessary for their evaluation as required by the attached General Contract Terms & Conditions.

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.

COST: Cost shall be based upon the “latest invoice” or manufacturer’s confirmation prior to the bid opening or cost update to the school district. Latest invoices shall be dated no more than one (1) month prior to the bid opening.

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 15, 2025 for a price increase due to market conditions effective January 1, 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 by 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.

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.

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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.

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.

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. Such check shall include an annual check of the State Sex Offender and Public Protection Registration Program, the State Sexually Violent Predator Registration Program, and the National Sex Offender Registry. Vendor shall not assign any employee or agent to provide services pursuant to this contract if (1) said worker appears on any of the listed registries;

(2) said worker has been convicted of a felony; (3) said worker has been convicted of any crime, whether misdemeanor or felony, involving sex, violence, or drugs; or (4) said worker has engaged in any crime or conduct indicating that the worker may pose a threat to the safety or well-being of student or school personnel. BCS reserves the right to prohibit any individual employee of Vendor from providing services on BCS property or at BCS events if BCS determines, in its sole discretion, that such employee poses a threat to the safety or well-being of students, school personnel or others.

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.

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.

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.

DELIVERY: Deliveries will be made to all schools on a weekly basis. These deliveries must be made between 7:00 A.M. and 2:00 P.M. Two 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. All goods delivered shall be in the current year standard commercial pack. BCS reserves the right to consider the delivery time offered as a factor in award of contract.

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

Page: 5

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/proposals 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.

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: Items showing damage or deterioration in any form at time of delivery will not be accepted. 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: 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.

PRODUCT CHANGES: Each item that is awarded must be shipped as the approved brand and product submitted on the bid. Vendors reformulating awarded product codes shall notify BCS a minimum of two months before the originally awarded product is discontinued.

New product shall not be shipped without approval in writing.

REJECTION: All Goods and Services shall be received subject to BCS inspection. Goods or Services that are defective in workmanship or material or otherwise not in conformity with the requirements of the Contract Documents may be rejected and returned at Seller’s expense or may be accepted at an appropriate reduction in price. BCS may require Seller to promptly replace or correct any rejected Goods or Services and, if Seller fails to promptly replace or correct such Goods or Services, BCS may contract with a third party to replace such Goods and Services and charge the Seller the additional cost.

Page: 6

BUNCOMBE COUNTY SCHOOLS

GENERAL CONTRACT TERMS AND CONDITIONS

ACCEPTANCE: Seller’s acknowledgment of the terms of this purchase order (this “Order”), without timely express written objection, or Seller’s shipment or performance of any part of this Order, constitutes an agreement to (i) all terms and conditions set forth or referenced herein and on the face of this Order, (ii) on any attachments hereto, (iii) any applicable solicitation documentation related to the Order (including without limitation any request for proposals or Request for Proposals or Seller’s response thereto) that deal with the same subject matter as this Order, and (iv) any other terms and conditions of a written agreement signed by Seller and the BCS that deals with the same subject matter as this Order (collectively, the “Contract Documents”). The terms and provisions set forth in the Contract Documents shall constitute the entire agreement between Seller and BCS with respect to the purchase by BCS of the (i) goods (“Goods”) and/or (ii) services provided or work performed (“Services”) as described in the Contract Documents. The agreements set forth in the Contract Documents are sometimes referred to herein as the “Contract.” In the event of any conflict between any terms and conditions of the Contract Documents, the terms and conditions most favorable to BCS shall control. This Order constitutes an offer by BCS and expressly limits acceptance to the terms and conditions stated herein. No additional or supplemental provision or provisions in variance herewith that may appear in Seller’s quotation, acknowledgment, invoice or in any other communication from Seller to BCS shall be deemed accepted by or binding on BCS. BCS hereby expressly rejects all such provisions which supplement, modify or otherwise vary from the terms of the Contract Documents, and such provisions are superseded by the terms and conditions stated in the Contract Documents, unless and until BCS’s authorized representatives expressly assent, in writing, to such provisions. Clerical errors and omissions by BCS are subject to correction.

PRICES: If Seller’s price or the regular market price of any of the Goods or Services covered hereunder is lower than the price stated in the Contract Documents on the date of shipment of such Goods or Services, Seller agrees to give BCS the benefit of such lower price on any such Goods or Services. In no event shall Seller’s price be higher than the price last quoted or last charge to BCS unless otherwise agreed in writing. No charges for transportations, boxing, crating, etc. are allowable unless such charges are included in the Contract Documents.

PRICE ADJUSTEMENTS (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 Seller to other customers.

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

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

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 that 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.

FREIGHT ON BOARD: All shipments of Goods are freight on board destination unless otherwise stated in the Contract Documents.

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

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.

DELAYS IN SHIPMENT: Time and date of delivery are of the essence, except when delay is due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence.

RISK OF LOSS: Seller shall have the risk of loss of and damage to the Goods subject to the Contract Documents until such Goods are delivered to the destination and accepted by BCS or its nominee.

REJECTION: All Goods and Services shall be received subject to BCS inspection. Goods or Services that are defective in workmanship or material or otherwise not in conformity with the requirements of the Contract Documents may be rejected and returned at Seller’s expense or may be accepted at an appropriate reduction in price. BCS may require Seller to promptly replace or correct any rejected Goods or Services and, if Seller fails to promptly replace or correct such Goods or Services, BCS may contract with a third party to replace such Goods and Services and charge the Seller the additional cost.

COMPLIANCE WITH ALL LAWS: Seller warrants that all performance hereunder shall be in accordance with all applicable federal, state and local laws, regulations and orders.

WARRANTIES: Seller warrants that all Goods and Services delivered hereunder will be free from defects in materials and workmanship and will conform strictly to the specifications, drawings, or samples specified or furnished. This warranty shall survive

Page: 7 any inspection, delivery, acceptance or payment by BCS of the Goods and Services and shall run to BCS and any user of the Goods and Services. This express warranty is in addition to Seller’s implied warranties of merchantability and fitness for a particular purpose which shall not be disclaimed. In addition to any other rights available at law or equity, BCS shall be entitled to all rights and remedies provided by the Uniform Commercial Code, Chapter 25 of the North Carolina General Statutes, for breach of express warranties and implied warranties of merchantability or fitness for a particular purpose, including but not limited to consequential and incidental damages.

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.

INSURANCE: Unless such insurance requirements are waived or modified by BCS, Seller certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance from one or more insurance companies acceptable to BCS and authorized to do business in the State of North Carolina: Automobile – Seller shall maintain bodily injury and property damage liability insurance covering all owned, non-owned and hired automobiles. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each person/each occurrence. Commercial General Liability – Seller shall maintain commercial general liability insurance that shall protect Seller from claims of bodily injury or property damage which arise from performance under the Contract. This insurance shall include coverage for contractual liability. The policy limits of such insurance shall not be less than 1,000,000 combined single limit each occurrence/annual aggregate. Worker’s Compensation and Employer’s Liability Insurance – If applicable to Seller, Seller shall meet the statutory requirements of the State of North Carolina for Worker’s compensation coverage and employers’ liability insurance. Certificates of such insurance shall be furnished by Seller to BCS and shall contain the provision that BCS be given 30 days’ written notice of nay intent to amend or terminate by either Seller or the insuring company. Failure to furnish insurance certificates or to maintain such insurance shall be a default under the Contract and shall be grounds for immediate termination of the Contract.

TERMINATION FOR CONVENIENCE: In addition to all of the other rights which BCS may have to cancel this order, BCS shall have the further right, without assigning any reason therefore, to terminate any work under the Contract Documents, in whole or in part, at any time at its complete discretion by providing 10 days notice in writing from BCS to Seller. If the Contract is terminated by BCS in accordance with this paragraph, Seller will be paid in an amount which bears the same ratio to the total compensation as does the Goods or Services actually delivered or performed to the total originally contemplated in the Contract. BCS will not be liable to Seller for any costs for completed Goods, Goods in process or materials acquired or contracted for, if such costs were incurred prior to the date of this Order.

TERMINATION FOR DEFAULT: BCS may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract by Seller. In addition to any other remedies available to BCS law or equity, BCS may procure upon such terms as BCS shall deem appropriate, Goods or Services substantially similar to those so terminated, in which case Seller shall be liable to BCS for any excess costs for such similar supplies or services and any expenses incurred in connection therewith.

ACCOUNTING PROCEDURES: Seller shall comply with any accounting and fiscal management procedures prescribed by BCS to apply to the Contract. Seller shall assure such fiscal control and accounting procedures as may be necessary for proper disbursement of and accounting for all project funds.

IMPROPER PAYMENTS: Seller shall assume all risks attendant to any improper expenditure of funds under the Contract. Seller shall refund to BCS any payment made pursuant to the Contract if it is subsequently determined by audit that such payment was improper under any applicable law, regulation or procedure. Seller shall make such refunds within 30 days after BCS notifies Seller in writing that a payment has been determined to be improper.

CONTRACT TRANSFER: Seller shall not assign, subcontract or otherwise transfer any interest in the Contract without the prior written approval of BCS.

CONTRACT PERSONNEL: Seller agrees that it has, or will secure at its own expense, all personnel required to perform the services set forth in the Contract.

KEY PERSONNEL: Seller shall not substitute for key personnel assigned to the performance of the Contract without prior written approval from BCS. “Key personnel” are defined as those individuals identified by name or title in the Contract Documents or in written communication from Seller. BCS is responsible for administering the Contract.

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CONTRACT MODIFICATIONS; The Contract may be amended only be written amendment duly executed by both BCS and Seller.

However, minor modifications may be made by BCS to take advantage of unforeseen opportunities that: (a) do not change the intent of the Contract or the scope of Seller’s performance; (b) do not increase Seller’s total compensation or method of payment;

and (c) either improve the overall quality of the product or service to BCS without increasing the cost, or reduce the total cost of the product or service without reducing the quantity or quality. All such minor modifications to the Contract must be recorded in writing and signed by both BCS and the Seller and placed on file with the Contract. No price adjustments will be made unless the procedure has been included in the Contract and a maximum allowable amount stipulated.

RELATIONSHIP OF PARTIES: ACCEPTANCE: Seller is an independent contractor and not an employee of BCS. The conduct and control of the work will lie solely with Seller. The Contract shall not be construed as establishing a joint venture, partnership or any principal-agent relationship for any purpose between Seller and BCS. Employees of Seller shall remain subject to the exclusive control and supervision of Seller, which is solely responsible for their compensation.

ADVERTISEMENT: The Contract will not be used in connection with any advertising by Seller without prior written approval by

BCS.

NON-DISCRIMINATION: During the performance of the Contract, Seller shall not discriminate against or deny the Contract’s benefits to any person on the basis of sexual orientation, national origin, race, ethnic background, color, religion, gender, age or disability.

MONITORING AND EVALUATION: Seller shall cooperate with BCS, or any other person or agency as directed by BCS in monitoring, inspecting, auditing or investigating activities related to the Contract. Seller shall permit BCS to evaluate all activities conducted under the Contract. BCS has the right at its sole discretion to require that Seller remove any employee of Seller from BCS property and from performing services under the Contract following provision of notice to Seller of the reasons for BCS dissatisfaction with the services of Seller’s employee.

FINANCIAL RESPONSIBILITY: Seller is financially solvent and able to perform under the Contract. If requested by BCS, Seller agrees to provide a copy of its latest audited annual financial statements or other financial statements as deemed acceptable by BCS. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, the inability of Seller to meet its debts as they become due or in the event of the appointment, with or without Seller’s consent, of an assignee for the benefit of creditors or of a receiver, then BCS shall be entitled, at its sole option, to cancer any unfilled part of the Contract without any liability whatsoever.

INSPECTION AT SELLER’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.

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.

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STANDARD TERMS AND CONDITIONS

A. Scope and Purpose

It is the intent of the SFA to contract with an interested party or parties for the purchase of Beverage Products, services and/or equipment to the students of Buncombe County Public Schools that fall within Federal regulations and State statutes that will be provided at an economical price for the SFA.

The section titles contained in this General Terms and Conditions document are for convenience and reference only, and in no way define, describe, extend, or limit the scope or intent of the provisions of any section of this document.

Unless otherwise stated, any listing of factors or criteria in this document does not constitute an order of preference or importance.

The term “Contract,” as used in this document, means the comprehensive collection of:

(1) this General Terms and Conditions document, including any attachments and or amendments thereto,

(2) the Item Specifications included in the RFP and any subsequent addenda thereto, the offeror’s signed Bid Certification, which must be completed, signed by an authorized representative of the offering entity, and returned with the offeror’s response, along with this ENTIRE Terms and Conditions document and all other forms and information collection pages included with this RFP,

(3) the offeror’s response to the RFP,

(4) the offeror’s Notice of Award document, and

(5) any additional terms, conditions, or instructions issued by the SFA.

Collectively, these documents represent the entire agreement between the parties.

B. Contract Time Period

The time period for purchases covered by a Contract resulting from an award under this RFP is stated in the Bid Certification. The SFA reserves the right to award the Contract to a vendor for a longer initial term period than the time period stated in the Bid Certification if it is determined to be in the best interest of the SFA. Unless otherwise indicated in these General Terms and Conditions, all pricing will be firm throughout the entire contract period.

Upon mutual written agreement of both parties, this Contract may be extended beyond the expiration of the contract time period in accordance with the General terms and Conditions document entitled “Extension Clause.”

The transfer, assignment, or subcontracting of contracts is prohibited, and the offeror agrees not to sell, assign, transfer, convey, or subcontract any portion of this contract resulting from this RFP without the prior written consent of the SFA.

C. Addendum

In the event any changes to this RFP occur subsequent to the mailing or other delivery of the original RFP, the changes or corrections to this Bid request will be made by addendum, and any updated information contained in any addendum will prevail over the information contained in the original RFP or any previous addendum. Each addendum will be mailed to all entities that are known to have received a copy of this RFP. The SFA is the sole authority for the issuance of any addendum related to this RFP. Any communications from any person or entity other than the SFA regarding any matters related to this bid are invalid and will have no influence on this RFP.

Each addendum must be acknowledged on the acknowledgement form provided with the addendum. Any required acknowledgement form must be submitted along with the submission of any bid response.

D. Specifications

Catalog numbers, brand names, or manufacturer’s product or reference numbers used in the item specifications are intended to be descriptive, not restrictive. These references, as well as “approved brands” listed, are intended to identify and indicate the type of product being sought and establish the level of quality desired. If any conflict exists in the item specifications between the product descriptions and any brand names or model or reference numbers used, the product descriptions will override the brand names or product number references.

In most cases, bids/proposals on brands of equivalent nature and quality will be considered, provided they are regularly produced products from a reputable manufacturer. However, in some cases, the SFA may find it advantageous to standardize equipment and/or supplies by manufacturer in order to achieve efficiencies in procurement, repair, and operation, to match existing stock, or to satisfy other requirements. In these cases, preferences will be given to the specific products identified as “approved brands” especially if all other evaluation factors are deemed to be equal. For this reason, where specific brands or products are identified, it is preferable for the offeror to propose the exact item specified, in addition to an alternate brand or model where desired.

All bids/proposals must identify the manufacturer, brand, portion size, etc. of the product being offered. “Pre-Approved Equal” Brands may be allowed where indicated. To offer “Pre-Approved Equal” items rather than any “approved brand” specified, the offeror must supply a complete description and sufficient data for the SFA to properly analyze the product being compared. Samples may be

Page: 10 requested for items other than “approved brands”. These “Pre-Approved Equal” brands must be approved by the SFA before the bid opening. The SFA reserves the right to reject any brand submitted if the SFA does not have sufficient information or time to conduct taste-testing in order to deem the product as a “Pre-approved Equal”.

If the offeror fails to identify the manufacturer, brand, portion size, etc. for any item included in the bid, the SFA will assume the offeror is proposing the exact brand/product and portion size identified in the specification, and if awarded, the offeror will be required to furnish the exact brand names, portion sizes, etc. as specified. Substitutions will not be allowed.

The apparent silence of the specifications as to any detail or the apparent omission from any specification of a detailed description concerning any point shall be regarded as meaning that only the best communication practices shall prevail. All interpretations of the specifications shall be made on the basis of this statement.

*If you discover or suspect error in the item specifications in this RFP, please note it as part of your bid response.

General Specification Provisions:

1. Quantities

Quantities reflected in this RFP are estimates based on the combined projected needs for the SFA during the contract period.

Quantities are the best estimate of anticipated needs available at the time of publication of this RFP, but the accuracy of this estimate of these quantities may be affected by numerous factors including but not limited to, budgetary adjustments, availability of Federal funds or other subsidies, changing market forces, or unintentional errors or omissions. Actual needs may be greater or less than the estimated quantities provided.

2. Packaging

Unless otherwise provided for in this RFP, all products supplied under any Contract resulting from this RFP must be packaged in containers that are new, appropriately designed for the products involved, and sturdy enough to protect the products involved in loading, transit, unloading, and storage. Any products supplied under Contract resulting from this RFP for which palletizing is appropriate must be delivered on standard 48” 4-way pallets in good, serviceable condition.

3. Pricing

All “Line Item” bids/proposals must be for a specific price for the unit of measure specified for that item. The offeror is responsible for clearly noting any differences in proposed packaging and/or units of measure in the bid response, and the offeror shall understand that if the item in question is awarded to the offeror, the quantity specified for that item will be adjusted to achieve an approximately equivalent amount of the product.

In cases where another price is requested for comparison purposes (e.g., “portion price” or “price per ounce”), such price is for comparison purposes only. Purchases will be made in the increments of the unit of measure specified. In the case of any discrepancy or error in comparison price calculations, the price for the unit of measure specified will prevail. Excessive errors in comparison price calculations will be sufficient grounds for rejection of the entire bid.

“Discount from Catalog” RFPs requires a single discount percentage to be applied to all items in the offeror’s published catalog, which must be supplied with the bid response.

“Cost Plus” bids/proposals will not be accepted unless otherwise requested in this RFP.

Proposed prices must be firm for acceptance for at least 90 days from the bid opening date, unless otherwise specified in this RFP or in the offeror’s response.

If during the term of the Contract, a successful offeror’s net prices to any or all of its other customers in similar market circumstances for any of the same items awarded under this RFP are reduced below the contracted price, it is understood and agreed that the benefits of such price reduction shall be extended to the SFA.

4. Delivery and Transportation

Unless otherwise noted in these General Terms and Conditions or the Purchase Order, or unless prior approval has been obtained from the SFA, all deliveries shall be made between the hours of 7:00 A.M. and 2 P.M. Monday through Friday, except holidays.

Unless otherwise noted in this RFP or in the Purchase Order, the offeror must deliver products awarded under this RFP within ten

(10) working days after receipt of a Purchase Order. The vendor must immediately notify the SFA, by telephone and/or fax, if any delays occur. The SFA will have the option to cancel the order if unable to accept the delay. At the discretion of the SFA, items received after the due date, for which the SFA has not been notified regarding the delay, may be returned at the vendor’s expense with no penalty to the SFA.

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Repeated failure to meet delivery dates will constitute a breach of Contract by the vendor and may result in the initiation of actions covered in this General Terms and Conditions document entitled “Remedies for Non-Performance of Contract”, and “Contract Termination” and the associated financial impacts attached thereto, as well as jeopardize any future business from the SFA.

All freight, delivery, and handling charges are the responsibility of the offeror, and all bid prices must be quoted freight prepaid, F.O.B. destination, and shall include all freight, delivery, and handling charges, including unloading and inside deliveries where required.

Cartons must be marked with appropriate product identifying information as indicated on the Purchase Order. Each shipment must include a packing list and waybill or delivery ticket.

If the vendor is delivering products out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan MUST carry or have timely access to all awarded items and…