Bid 22-44 Sample Contract

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CONTRACT FOR GOODS AND/OR SERVICES

BID 22-44 School Nutrition Program – Fresh Bread Products

(Annual Contract)

The Board of Public Education for the City of Savannah and the County of Chatham, the body corporate responsible for public education in the City of Savannah and the County of Chatham commonly known as the Savannah Chatham County Public School System (hereinafter referred to as the “District”) and [Insert Name of Contractor], located at [Insert Entity Type and Jurisdiction of Organization] (“Contractor”) enter into this Agreement for the services described in Section 2 below.

1.0 General Nature of Project BID 22-44 School Nutrition Program – Fresh Bread Products

(Annual Contract).

2.0 Product List, Specifications, and Pricing: The goods and/or services to be provided by

Contractor pursuant to this Agreement are described in more detail in Schedule “A” to this Agreement: Product List, Specifications, and Pricing.

3.0 Schedule for Performance: Contractor will begin providing the goods and/or services to be provided under this Agreement by June 8, 2022

3.1 The agreed upon schedule for Contractor’s performance under this Agreement is described in more detail in Schedule “A” to this Agreement: Product List, Specifications, and Pricing.

4.0 Duration (“Term”) of this Agreement: This Agreement shall establish a contract to remain open for one year from the Effective Date. The District reserves the right to renew this Agreement for two (2) additional one-year terms, if recommended by the Director of the School Nutrition Program and the Superintendent and approved by the District’s governing body, the elected School Board, to the extent such renewals are allowed by Georgia law.

5.0 Transition Period: Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety

(90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

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6.0 Product List and Product Specifications

The goods and/or services to be provided by Contractor are set forth in the attached Schedule “A.”

The following additional requirements (specifications) apply:

6.1 Type, Style, and Grade. All goods provided by Contractor pursuant to this Agreement shall be of the type, style, and grade, listed in Schedule A and packed according to the individual item requirements in Schedule A. Where a grade has been indicated in a specification, that grade will be marked clearly on the label to ensure quality. If the individual packages or cases do not indicate a grade, then the District may refuse to accept the goods as nonconforming goods and declare the Contractor in breach of this Agreement. In the alternative, the Director of the School Nutrition Program may allow the Contractor to submit in writing a proposal as to how the Contractor will ensure that the proper grade be documented and delivered. The Director of the School Nutrition Program will review the proposal, and if acceptable to her in her sole discretion, she may recommend to the Superintendent that this Agreement be modified in writing. The Superintendent may, in turn, recommend that the District’s governing body, the elected School Board, approve the modification.

6.2 Compliance with Federal Law and Regulations. All goods and/or services furnished pursuant to this Agreement shall comply with the latest standards and regulations established by Federal law, and by Federal agencies such as the Department of Agriculture and the Department of the Interior. These requirements shall include, but not be limited to, weights, measures, fill of containers, drained weights, and contamination. All products provided under this Agreement will conform to standard guarantee requirements with respect to safety set forth in more detail in the commodity guaranty and indemnity agreement provision set forth below.

6.3 Compliance with State Law and Regulations. All goods and/or services furnished pursuant to this Agreement shall comply with the latest standards and regulations established by the State of Georgia, to the extent such regulations are not superseded by Federal law, and by State of Georgia agencies such as the Department of Education.

6.4 Trans-fat Free. All goods furnished by Contractor pursuant to this Agreement shall be trans-fat free products, except for naturally occurring small amounts of trans-fat that may be present in animal proteins.

6.5 Whole-Grain Rich. All grain products furnished by Contractor for the general student population must be “Whole-Grain Rich.” “Whole-Grain Rich” is defined as a product that contains greater than or equal to 50% whole grain ingredients by weight.

6.6 Good condition. All goods provided by Contractor pursuant to this Agreement shall be in good condition upon delivery and free from any and all defects, including, but not limited to, damaged packaging, spoilage, over-ripeness, decay, or bruising.

6.7 Refrigerated and Frozen Items. All food products provided pursuant to this

Agreement shall be kept in the proper state of refrigeration to maintain their safety and freshness. Each item shall be handled in accordance with the best commercial

Page | 3 practices with respect to refrigeration at all times. Should this Agreement require the delivery of any frozen food products, then the Contractor shall comply with following requirements. At the time frozen products are delivered to the school(s), the product temperature shall be -10 F to -20 F. Frozen products shall be delivered in properly refrigerated trucks to maintain a constant product temperature. All Delivery trucks will be clean and will comply with all Hazard Analysis Critical Control Point (HACCP) requirements. Any deliveries of frozen food products that do not meet all of these requirements may be rejected by the District as nonconforming goods and the Contractor may be held in breach of this Agreement.

6.8 USDA Buy American. All goods provided pursuant to this Agreement shall meet the

USDA Buy American Requirement as set forth in more detail below.

6.9 Product Information. Contractor shall provide the following information for all goods provided pursuant to this Agreement: manufacturer’s name, product code number, and pack size.

6.10 Original Food Product Labels & Specification Sheets: An original product label for every food item listed in Schedule “A” of this Agreement will be required. The food product labels will be used by parents to determine if any ingredients listed may cause food allergies. When new food items are requested and/or added, Contractor must provide an original food product label. A food specification sheet is required for every item on this Agreement. The nutrition information for food products must include at the minimum the following information:

Calories Saturated Fat (grams) Sodium (mg) Protein (grams) Total Fat (grams) Cholesterol (mg) Fiber (grams) Ingredients

6.11 Expiration Dates, Production Dates, and “Best if Used By” Dates: All food product containers provided by Contractor pursuant to this Agreement must contain product expiration dates or a manufacturer’s code that identifies “production dates” date of the item. To the extent this Agreement provides for the Contractor to provide fresh food products, all fresh food products shall be marked to indicate the “best if used by date.”

6.12 Fresh Foods Tracking. To the extent this Agreement provides for Contractor to provide fresh foods to the District, Contractor shall maintain and make available records tracing raw materials back to the production facility, farm, field, and harvester.

6.13 Packaging of Fresh Foods. To the extent this Agreement provides for Contractor to provide the District with fresh food products, all fresh food products shall be packaged in vacuumed-packed, food grade plastic bags or materials.

6.14 Washing of Produce. To the extent this Agreement provides for Contractor to provide produce or fresh cut products, only chlorinated water shall be used to wash produce being converted into fresh cut products.

6.15 Sourcing of Fresh Food Products. To the extent this Agreement provides for Contractor to provide fresh food products, Contractor shall provide assistance in planning for, sourcing and marketing local food products. If the fresh food products

Page | 4 include produce, then the District prefers to use local produce when it is in season and when it is a lower cost. Local is defined by produce grown in Georgia or a state that touches Georgia.

6.16 Monthly Usage Reports for all Products. Contractor shall provide monthly usage reports by the District that include the state and farm(s) of origin (if applicable).

It is District’s expectation that, over the duration of this Agreement, the Contractor will source at least (40%) of the requested fresh food items locally. For the purposes of this Agreement, the definition of “local” shall mean the State of Georgia or a state that touches Georgia.

6.17 Good Agricultural Practices Letters. To the extent this Agreement requires

Contractor to provide fresh food products, the Contractor must certify local farmers by obtaining GAP (Good Agricultural Practices) letters. Farmer certification information must also include certificate of insurance, hold harmless, traceability program and third-party inspection.

6.18 Quality Control Requirements. To the extent this Agreement requires

Contractor to provide processed food products, all food products shall be processed in a plant with well documented comprehensive in-house quality control and HACCP Programs that are third party certified as set forth in more detail below.

The District reserves the right to determine whether or not the Contractor has complied with these product specifications in its sole discretion. If the District determines that the Contractor has provided a good and/or service that does not comply with these specifications, the District may 1) refuse to accept the good and/or service at no cost to the District, 2) require goods that have already been delivered and accepted by the District to be replaced at Contractor’s expense, 3) require services that have already been performed in a manner that does not comply with Agreement to be corrected at Contractor’s expense, 4) require the Contractor to reimburse the District for the cost of the nonconforming goods and/or services, 5) order replacement goods (if Contractor cannot timely provide conforming replacement goods) and order replacement goods from another vendor and charge Contractor the difference between the price listed in Schedule A and the amount the District had to pay the other vendor for the substitute goods, 6) declare Contractor in breach of this Agreement, 7) suspend the performance of this Agreement until the breach is cured and/or 8) terminate this Agreement for cause.

7.0 Quantities. Schedule A provides an estimate of the quantity of each of the goods and/or services to be provided by Contractor pursuant to this Agreement.

The estimated quantities given are intended only as a guide for the Contractor. The District does not obligate itself to purchase the full amount of the estimated quantities indicated, however Contractor agrees that it will, at a minimum, be able to provide the full amount of estimated quantities during the performance period.

The District’s requirements may exceed the estimated quantities indicated in Schedule A, and the District may order more of each good and/or service than the estimated quantity indicated in Schedule A. Contractor shall provide all the quantities shown on the District’s purchase orders whose mailing dates fall within the performance period or the transition period of this Agreement.

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Regardless of whether the District orders more than the estimated quantities of any of goods and/or services listed in Schedule A or less that the estimated quantities indicated in Schedule A, the Contractor may not charge the District more than the agreed upon price for any of the goods and/or services listed in Schedule A.

If the District orders more of a good or service than the estimated quantity listed in Schedule A, if the Contractor cannot provide the goods and/or services ordered in excess of the estimated quantity in Schedule A, and if the Contractor can demonstrate to the satisfaction of the District that it is simply cannot, in good faith, provide the goods and/or services indicated in excess of the estimated quantity listed in Schedule A, then the District may order the additional goods and/or services from another vendor at no additional cost to the Contractor.

If the District orders more of a good or service than the estimated quantity listed in Schedule A, the Contractor declines to provide the goods and/or services ordered in excess of the estimated quantity in Schedule A, and the Contractor fails to demonstrate to the satisfaction of the District that it is simply cannot, in good faith, provide the goods and/or services indicated in excess of the estimated quantity listed in Schedule A, then the District may order the additional goods and/or services from another vendor and charge the Contractor the difference between the price listed in Schedule A and the price the District had to pay the vendor, if the price paid by the District to the vendor providing the additional goods is greater than the price listed in Schedule A.

If Contractor fails to fulfill the full amount of the goods and/or services ordered by the District pursuant to this Agreement and the District has not exceeded the estimated quantity listed in Schedule A during the established performance period, then District, in its sole discretion, may declare that Contractor in breach of this Agreement and exercise any and all of its remedies for breach of contract provided in this Agreement and at law, up to and including termination of this Agreement. The District may also order the additional goods and/or services required from another vendor and charge the Contractor the difference between the price listed in Schedule A and the price the District had to pay the vendor, if the price paid by the District to the vendor providing the additional goods is greater than the price listed in Schedule A. The District may also declare the Contractor non-responsible for two consecutive solicitation cycles.

8.0 Samples: The District, may request at any time, to randomly sample any or all of the goods and/or services being provided to the District by Contractor pursuant to this Agreement for quality inspection and specification compliance during the term of this Agreement. If the District, in its sole discretion, is dissatisfied with the quality of the sampled goods and/or services or decides that they do not meet the agreed upon specifications of this Agreement, then the District may declare the Contractor to be in breach of this Agreement and exercise any and all of its remedies for breach of contract provided in this Agreement, up to and including termination of this Agreement.

9.0 Product Inspection: The Contractor shall be subject to continuous inspection by the District to ensure compliance with all specifications required by this Agreement and all regulations of the District. In any instance where the products do not conform to the specifications contained herein or to the samples provided with the bid, the District reserves the right to reject the products as a non-conforming good, to declare the Contractor to be in breach of this Agreement, and to exercise any and all of its remedies for breach of contract provided in this Agreement, up to and including termination of this Agreement.

All products provided by Contractor pursuant to this Agreement are to be re-inspected when delivered to their final destination. All products will be checked for temperature compliance, Page | 6 damage, leakage or other deviations. All products will be referenced against the invoice before the invoice is signed for at the school by an authorized representative of the District. In the event delivery is made during serving, the delivery person must be prepared to wait until an authorized representative is available to receive shipment. Please advise delivery person of such so that adequate time for delivery is scheduled. Delivery personnel must put product in cooler, stock room or freezer as directed by Cafeteria Manager or other authorized representative of the District.

10.0 Facilities and Vehicle Inspection: The District reserves the right to conduct an inspection of any and all of Contractor’s facilities and delivery vehicles at any time during the term of this Agreement. Site visits will be pre-arranged and travel cost associated with the visit will be the responsibility of the District. If the District, in its sole discretion, has concerns from this inspection that Contractor’s facilities are unclean, unsanitary, or inadequate to provide the goods and/or services required by this Agreement, then the District may declare Contractor in breach of this agreement and seek any remedies available to the District available under this contract and at law, including, but not limited to, 1) suspending this Agreement with Contractor until the deficiencies identified by the District are cured to the District’s satisfaction 2) ordering substitute goods from another vendor until the District directs Contractor to resume performance and requiring the Contractor to pay the difference between the price listed in Schedule A and the price the District has to pay another vendor for replacement goods, and/or 3) terminating this Agreement for cause.

11.0 Substitution Clause: The process of substituting one product for another is STRONGLY discouraged as each item is strategically menued to meet the components and requirements of the National School Breakfast, Lunch and Snack Programs. Contractor is expected to furnish the brand and /or quality of products that the bidder disclosed to the District in response to the solicitation giving rise to this Agreement and listed in Schedule A of this Agreement.

Shipments of items with brand name or specifications other than those required by this Agreement shall be rejected or returned to the Contractor at the Contractor’s expense and Contractor will not receive payment for any non-conforming goods and may be found to be in breach of this Agreement. Cafeteria Managers will be provided a list of the product brand names awarded on this Agreement to help ensure that only approved products are accepted and delivered.

Contractor expressly agrees that Cafeteria Managers lack authority to vary the terms of this written contract, including the specifications of any products to be provided under this Agreement, the documentation requirements for deliveries, and the price. The Contractor agrees that the District may require Contractor to correct or reimburse the District for the delivery of nonconforming goods and/or services even if accepted without authority by a Cafeteria Manager.

The foregoing provisions notwithstanding, in such circumstances that the Contractor, in good faith, is unable to furnish the brand listed on the solicitation, a higher quality product, as determined in writing by the District’s Director of School Nutrition or her designee, may be substituted. No substitutions for ordered products shall be made by the Contractor without prior written consent of the District’s Director of School Nutrition or her designee. Requests to substitute after the performance of this Agreement has begun must include a nutrition label, list of ingredients, child nutrition product specification sheet (if available), and preparation instructions for the proposed substitute item. Substitution for ordered products without prior written consent will not receive payment and could result in the contractor being declared in breach of this Agreement. Payment for approved substitutions will be made per individual unit at the same unit price listed on Schedule A of this Agreement for the item being replaced. The Contractor must bear any difference in the cost for the substituted product and the amount of the contracted price listed on Schedule A of this Agreement.

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12.0 Addition and Subtraction of Products. By written notice to the Contractor, the District may add or subtract goods and/or services from the list of goods and/or services to be provided pursuant to this Agreement in Schedule A, within the general scope of the contract. The District reserves the right for additional products to be added or deleted to the awarded contract during any active year as the market reveals and menus require.

In order to add additional items to the contract:

• The District will submit product specifications to the Contractor.

• The Contractor shall solicit costs for more than one approved product that meets the intended specifications.

• If requested, samples for testing shall be provided at no cost to the District. Each sample should include the product nutrition information, allergy information, and preparation instructions.

• Purchase prices for new items will be determined by: FOB shipping carton cost + freight-any bill backs + fixed fee per shipping carton.

The District understands that in some instances, due to the meal pattern and nutrition standards changes, food manufacturers may be adjusting the composition of food items currently included in this proposal. Therefore, some awarded items may be replaced with reformulated, updated products that will be available to the District at the same or lower unit price and will not need to be rebid.

13.0 Product Recall. In the event that any of the goods provided by Contractor pursuant to this Agreement are found by the Contractor, the District, any governmental agency, or any court of competent subject matter jurisdiction adjudicating a dispute arising out of this Agreement or arising out of any other contract between Contractor and a third party for the same or substantially similar goods, to contain a defect, serious quality or performance deficiency, or to otherwise not be in compliance with any standards or requirement so as to require or make advisable that such goods be reworked or recalled, Contractor, will promptly communicate all relevant facts to the District’s School Nutrition Program and undertake all necessary corrective actions, including those required to meet all obligations imposed by laws, regulations or orders, and shall file all necessary papers, corrective action programs, and other related documents, provided that nothing contained in this section shall preclude the District from taking any such action as may be required of it under such law or regulation or as the District, in its sole discretion, deems reasonably necessary for the health, safety, and welfare of District’s students, staff, and visitors. The District will not accept any goods that have been reworked or recalled, the Contractor will reimburse the District for any previously delivered goods that have been recalled. The Contractor will further indemnify and hold harmless the District from any and all third-party claims arising out of the Contractor’s provision of recalled goods as provided in this Agreement.

14.0 Pricing. The price for each good and/or service to be provided by Contractor pursuant to this Agreement is set forth in Schedule “A.” Contractor will not charge the District more than the price per item listed in Schedule “A” for the life of this Agreement and any renewal of this Agreement unless a price increase is memorialized in a written amendment to this Agreement recommended by the Director of the School Nutrition Program and the Superintendent, or her designee, and approved by the District’s governing body, the Elected School Board.

The DISTRICT will neither honor nor consider any fixed fee cost or markup cost increases, fuel surcharges or add-on cost during the established performance period.

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Contractor further acknowledges that no employee of the District may agree to an increase in the price of any good and/or service provided pursuant to this Agreement, including, but not limited to, any Cafeteria Manager, any School Nutrition Department Employee, any Accounts Payable employee, or any Purchasing Department Employee, without a formal written amendment to this Agreement recommended by the Director of the School Nutrition Program, and the Superintendent, or her designee, and approved by the District’s governing body, the Elected School Board.

15.0 Special Pricing for USDA Commodity Warehousing & Delivery Fee for Service.

To the extent this Agreement provides for Contractor to receive, store and deliver to each school site the District’s USDA commodities, this service shall be provided for a fixed fee per case, which will be invoiced upon delivery to each site under separate invoices and separate subtotals with divided categories on a single invoice.

For USDA received and stored inventory, Contractor must provide a quantity on hand report by 10 a.m. on Friday of each delivery week. The quantity on hand report must list distributor item number, description, USDA code, quantity on hand amount, date received into distributors inventory, expiration date, expiration amount, and commercial equivalent if available. It is the sole responsibility of the Distributor to assure that USDA items be shipped when available before the commercial equivalent bid item.

Only items approved by the District’s School Nutrition Departments should be delivered to the schools.

The District will neither honor nor consider any cost or markup cost increases, fuel surcharges or add-on cost during the established performance period.

16.0 Escalation/De-Escalation Clause. All prices set forth in Schedule A shall be firm against any increase for the performance period and any transition period for this Agreement. Ninety days (90) days prior to end of the performance period and before any vote by the elected School Board on the renewal of this Agreement, the District may entertain a request from the Contractor for the escalation (increase) in the price listed in Schedule A in any subsequent, renewal contract.

The basis for this price increase request will be a cost increase to the Contractor that exceeds ten percent (10%) of the price listed in Attachment “A” of this Agreement.

Price increase requests will be considered only if the Contractor provides to the District a letter from the manufacturer or supplier on the manufacturer’s/supplier’s letterhead with an authorized signature and date, confirming the Contractor’s increased cost. The letter shall state the current manufacturer’s/supplier’s price along with the manufacturer’s/supplier’s increased price.

In response to this request for a price increase, the District may agree to the price increase requested by the Contractor, the District may agree to a price increase in some amount but less than the amount requested by the Contractor, the District may decline to approve any price increase, or the District may decide to no longer order the product from Contractor. Any changes to the goods ordered and the price set forth in Schedule A of this Agreement may only be accomplished though the execution of a new written agreement between the District and the Contractor or through a written modification to this Agreement, to the extent allowed by Georgia law. Any such written agreement or written modification to this Agreement must be recommended by the Director of the School Nutrition Program, and the Superintendent, or her designee, to the District’s governing body, the elected School Board, and subsequently approved by the elected

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School Board. Any price changes will go into effect as provided in any such written agreement or written modification to this Agreement approved by the School Board.

17.0 Incentives, Discounts, Rebates, and Credits. The Contractor must bring to the attention of the District all rebates, incentives or any other form of remuneration which in effect lowers costs to the Contractor. The Contractor must pass on to the District all rebates or bill-backs from Contractor’s manufacturers/suppliers within thirty days of the Contractor receiving the rebate or bill-back from the manufacturer/supplier.

18.0 Piggyback Clause. Other State and Local Government Agencies within the State of Georgia may buy off this Agreement at the same prices listed in Schedule A during the performance period, pending agreement between the Contractor and the third-party entity.

19.0 Cost Reimbursable Contracts.

19.1 The Contractor’s allowable costs (expenses) will be paid from the District’s nonprofit school food service account to the Contractor net of all discounts, rebates and other applicable credits accruing to or received by the Contractor or any assignee under this Agreement, to the extent those credits are allocable to the allowable portion of the costs billed to the District;

19.2 (A) The Contractor must separately identify for each cost (expense) submitted for payment to the District the amount of that cost that is allowable (can be paid from the nonprofit school food service account) and the amount that is unallowable (cannot be paid from the nonprofit school food service account); or

(B) The Contractor must exclude all unallowable costs from its billing documents and certify that only allowable costs are submitted for payment and records have been established that maintain the visibility of unallowable costs, including directly associated costs in a manner suitable for contract cost determination and verification;

19.3 The Contractor’s determination of its allowable costs must be made in compliance with the applicable Departmental and Program regulations and Office of Management and Budget cost circulars;

19.4 The Contractor must identify the amount of each discount, rebate and other applicable credit on bills and invoices presented to the District for payment and individually identify the amount as a discount, rebate, or in the case of other applicable credits, the nature of the credit. If approved by the State agency, the District may permit the Contractor to report this information on a less frequent basis than monthly, but no less frequently than annually;

19.5 The Contractor must identify the method by which it will report discounts, rebates and other applicable credits allocable to the contract that are not reported prior to conclusion of the contract; and

19.6 The Contractor must maintain documentation of costs and discounts, rebates and other applicable credits, and must furnish such documentation upon request to the District, the State agency, or the Department.

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19.7 Prohibited expenditures. No expenditure may be made from the nonprofit school food service account for any cost resulting from a cost reimbursable contract that fails to include the requirements of this section, nor may any expenditure be made from the nonprofit school food service account that permits or results in the contractor receiving payments in excess of the contractor’s actual, net allowable costs.

20.0 Order Placement: The District’s School Nutrition Program will compile a file of all individual school orders placed by each School’s Cafeteria Manager and will send this file of all orders to Contractor weekly on Wednesdays when school is in session. Contractor will deliver all goods and/or services ordered to all school sites beginning the following Monday and as needed throughout the rest of the week to meet the District’s needs to ensure product quality and freshness as required by this Agreement.

No Cafeteria Manager at an individual school is authorized to place an order directly with the Contractor and the Contractor will not accept any attempted director orders from Cafeteria Managers.

In extreme situations, such as a freezer outage, “Emergency” orders will be phoned to the Contractor by the School Nutrition Program Central Office and followed up with a written order confirmation. Contractor will be careful not to double bill the District for any phoned in orders followed up with a written order confirmation. Deliveries of phoned in orders must meet all of the other specifications and documentation requirements of any other order.

No backorders will be accepted.

21.0 Emergency Orders. Emergency Orders may be placed occasionally. The Contractor is expected to make delivery within twenty-four (24) hours of notification. If the Contractor cannot provide the supplies within the emergency delivery period, the District has the option to purchase those supplies from another source with no penalty to either party.

22.0 Order Cancellation. Only the authorized representative of the School Nutrition Program may cancel a purchase order that has already been placed by the School Nutrition Program. If, for any reason, all products ordered cannot be delivered by the Contractor in the required delivery week, the Contractor shall notify the District’s School Nutrition Program, giving name of school and product/quantities not delivered. The cancellation of a line item or purchase order by the Contractor could result in the contractor being declared in default.

23.0 Deliveries.

23.1 The District will be submitting weekly food orders for all 50 delivery sites for approximately 40 weeks during the school year. Currently it is a District policy that no school receive an after-hours delivery. The Contractor must submit a delivery schedule to the District within one week of award, noting the day of the week that deliveries will be made to each school.

23.2 A list of schools, addresses and phone numbers was provided to Contractor through the solicitation process giving rise to this Agreement and an updated list of schools, address, and phone numbers may be provided to Contractor from time to time by the District or upon request by the Contractor. Deliveries shall be made as ordered by the District’s central School Nutrition Program by school, Monday through Friday according to the schedule provided by the Contractor between the hours of 6:30 a.m. and 2:00 p.m., unless expressly arranged and agreed to by a school’s Cafeteria Manager. If

Page | 11 delivery will be made on days other than as listed on the schedule, the Contractor must contact the District’s central School Nutrition Program at least forty-eight (48) hours before scheduled delivery date to obtain approval for the delivery. If the delivery date is on a District holiday, the delivery shall be made on the next business day for the District following the holiday.

23.3 Time of delivery is a material term of this Agreement. If the Contractor cannot meet the required delivery date, the Contractor may be declared to be in breach of this Agreement by the District.

23.4 Only an authorized school nutrition representative, such as a Cafeteria Manager, may accept and sign for deliveries. However, Cafeteria Managers do not have authority to vary the terms of this Agreement. If it is subsequently determined through an audit or otherwise that a Cafeteria Manager has accepted for delivery goods and/or services that do not comply with the specifications or pricing terms of this Agreement, then Contractor agrees to correct its delivery of nonconforming goods and/or services by replacing the non-conforming goods and/or services at Contractor’s expense, cancelling any charges for non-conforming goods and/or services, or reimbursing the District for the price paid for any non-conforming goods and/or services.

23.5 At the time of delivery, the Contractor’s delivery agent shall present two (2) copies of the Contractor’s invoice for the goods and/services to be delivered so that the Cafeteria Manager may review the invoice during the unloading and inspection of the goods to be delivered or the provision of the services to be performed. Upon completion of the delivery of the goods and/or services, the Contractor’s delivery agent shall also provide the Cafeteria Manager an additional document, sometimes called a receipt, delivery receipt, delivery ticket, or invoice, confirming that all of the goods and/or services provided on invoice were actually delivered or noting any goods and/or services on the Contractor’s invoice that were not delivered or not accepted by the District’s Cafeteria Manager.

23.6 All deliveries made to District sites shall require inside delivery. The prices included in Schedule A of this Agreement must include any and all delivery charges. District staff will not participate in the removal of merchandise from any truck or transport vehicle.

23.7 Due to safety concerns, managers and their staff are required to keep all outside doors locked at all times. Doors must not be propped open during deliveries.

23.8 All delivery trucks must be clean, sanitary and free from dirt and debris. The Cafeteria Manager or her designee may refuse a delivery if the truck is not clean and sanitary.

23.9 The District reserves the right to require Contractor to reimburse the District for overtime payments made by the District to school employees due to late deliveries by Contractor.

23.10 If the goods and/or services have not been delivered/completed by the specified delivery date and no written extension of such delivery date has been granted by the District, the District reserves the right to cancel the purchase of the bid items/services and/or any other pending purchase orders to the same vendor. If delivery of goods or services is not completed by the specified delivery date, then the District may, without liability and in addition to any other rights or remedies, terminate the agreement by notice, Page | 12 effective when received, as to goods not yet delivered or rendered. The District may purchase substitute goods and/or services and charge vendor for the difference between the price listed in Schedule A and the cost of the substitute goods from the other vendor.

23.11 The number of delivery sites and delivery site addresses are subject to change due to the needs of the District.

24.0 Delivery of USDA Commodity Foods. To the extent this Agreement provides for Contractor to receive, store and deliver to each school site the District’s USDA commodities, it is the Contractor’s responsibility to ensure that the manufacturer processing any USDA commodity foods provided pursuant to this Agreement, has an approved processing agreement, an approved Summary End Product Data Schedule (SEPDS), and are approved for Net Off Invoicing (“NOI”) with the Georgia School Nutrition Program (GSNP).

NOI Requirements:

• The District has a positive inventory “on the books” or “in the bank”

• Distributor must sell at a net price + distribution fees

• Fully Substitutable Commodities

• Identical Commodity/Commercial Products

• Processor sells to distributor at gross price

• Distributor sells product to any customer

• Sales Verification

• Processor responsible to conduct the District’s sales verification

• The District is responsible to confirm receipt of NOI product AND commodity value

• The District takes title of product once the distributor delivers product.

• Distributor invoices the District the net price. The invoice must identify the gross case price and on a separate line the value of donated food(s) per case.

• Distributor must have the technology in place to meet the reporting requirements of the processors for NOI commodity processed items, K12 Foodservice or Processor Link.

USDA value is an expense to the District and will be taken into consideration with distributors’ quote when calculating the base value cost. The Georgia Department of Education has approved the Value Pass Through (Net Off Invoice) system and the awarded Distributor must be capable of participating. Contractor agrees to fill out the Value Pass Through (Net Off Invoice) Recipient Agency & Distribution Agreement attached as Attachment G to the District’s solicitation giving rise to this Agreement, which is incorporated as part of this Agreement by this express reference.

25.0 Terms of Payment & Invoicing

25.1 The Contractor shall only invoice the District after the goods and/or services to be provided by Contractor pursuant to this Agreement 1) have been ordered by the School Nutrition Program as required by this Agreement, 2) have actually been delivered by the Contractor to the District on time, in the condition required by this Agreement, in the quantities ordered by the District, and 3) accepted by the District.At the time of delivery, the Contractor’s delivery agent shall present two (2) copies of the

25.2 Contractor’s invoice (sometimes called a delivery invoice) for the goods and/services to be delivered so that the Cafeteria Manager may review the invoice

Page | 13 during the unloading and inspection of the goods to be delivered or the provision of the services to be performed. All delivery invoices must be fully itemized, showing unit and extended cost as well as any discount associated with the item. Invoices must have an invoice number and date. Invoice numbers must not be duplicated during the same school year. The font size on the invoice must be no smaller than 10 points for the invoice number, item name and total. Bolded print is preferred for these items. In addition to these requirements, the invoice must have an acceptable degree of legibility to enable scanning for electronic document filing.

25.3 If delivery is made during business hours, the Contractor’s delivery agent shall request the Cafeteria Manager or her designee to sign a copy of the delivery invoice.

The District requires all deliveries be made beginning no earlier than 6:30 a.m. and completed by 2:00p.m.

25.4 Upon completion of the delivery of the goods and/or services, the Contractor’s delivery agent shall also provide the Cafeteria Manager with an additional document, sometimes called a receipt, delivery receipt, delivery ticket, or final invoice, confirming that all of the goods and/or services provided on invoice were actually delivered or noting any goods and/or services on the Contractor’s invoice that were not delivered or not accepted by the District’s Cafeteria Manager. This document shall be signed by the Contractor’s delivery agent and the Cafeteria Manager. This document must have an acceptable degree of legibility to enable scanning for electronic document filing.

25.5 In the event that the Contractor forgets to leave a copy of the delivery invoice and/or the delivery receipt, the District may not make a payment until signed delivery invoices and/or delivery receipts are received by the District. If the Contractor fails to provide the District with a delivery invoice and/or delivery receipt signed by the District’s Cafeteria Manager within thirty (30) days of the delivery, the District will presume that the delivery did not occur and no payment will be made.

25.6 After delivery, the Contractor will also send an invoice for payment to the District’s

Accounts Payable Department at the address set forth below within two (2) business days after delivery has occurred. This invoice for payment shall only include charges for goods and/or services that 1) have been ordered by the School Nutrition Program as required by this Agreement, 2) have actually been delivered by the Contractor to the District on time, in the condition required by this Agreement, in the quantities ordered by the District, and 3) accepted by the District. All invoices for payment must be fully itemized, showing unit and extended cost as well as any discount associated with the item. Invoices must have an invoice number and date. Invoice numbers must not be duplicated during the same school year. The font size on the invoice must be no smaller than 10 points for the invoice number, item name and total. Bolded print is preferred for these items. The Accounts Payable Department will compare the invoices for payment against a copy of the delivery invoices and delivery receipts provided to the District’s Cafeteria Manager.

25.7 When submitting invoice for payment, Contractor shall list the following items on their invoice. In addition, Contractor. shall mail all invoices to the address below:

1. Purchase Order Number

2. Project Name

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3. Site Description

4. Description of Work

5. Bid Number (Bid 22-44)

25.8 The District may require access to Contractor’s ordering system as well to help confirm the product was actually ordered, delivered, and accepted by the District. If the invoice has been posted, all changes including changes in pricing, must be done on a debit or credit memo so there can be no confusion on products and prices.

25.9 Approved invoice payments will be made weekly. The process of approval of invoices begins when all documentation necessary to complete the transaction has been received by the Accounts Payable department. The approval of an invoice for payment by the Accounts Payable employees or any other employees will not prevent the District from requiring the Contractor to correct any billing or other errors discovered by the District after payment, by an Audit or otherwise.

25.10 Credit or debit memos provided by Contractor to reflect corrections to invoices must be provided within (15) days of the date of the invoice if initiated by Contractor or within (15) days after request by the District, if the request for a correction is initiated by the District. Credit/Debit memos must be provided via either U.S. mail, e-mail, or fax.

25.11 Monthly statements showing all outstanding invoice numbers and amounts shall be submitted for each school to the District’s Accounts Payable Departments, at the above addresses. No statements should be mailed to the schools.

25.12 All original invoices for payments, monthly statements, credit memos, or debit memos should be mailed to:

Savannah-Chatham Co. Board of Public Education

ATTN: ACCOUNTS PAYABLE

208 Bull Street, Room 121 Savannah, GA 31401

25.13 Monthly statements showing bid/contract number, invoice numbers and amounts shall be submitted for each school to the District’s Accounting Office at the addresses detailed above. Payment will be made by the District to the official address of the Contractor of record. Payment checks may not be diverted to another address or Contractor.

25.14 Payment Terms are 2% 10 Net 40.

26.0 Utilization Reports. The Contractor must provide a monthly District usage report that shows the totals purchased for each food product. The District will also need a Site report for every school that shows the totals purchased for each food product. The preferred file format for these reports is Microsoft Excel.

In order to meet manufacturer rebate deadlines, the District must receive utilization reports via email or soft copy by the 15th of each month.

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Distributor must provide usage reports by specific manufacturer, specific time frame and/or by school as requested.

27.0 Record Retention, Access, and Audit Clause. The Contractor shall maintain books, records and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to the District’s School Nutrition Program throughout the term of this Agreement for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records.

The Contractor shall permit any Auditor from the District, or any the Auditor of the State of Georgia or any authorized representative of the School Food Authority, and where federal funds are involved, the Comptroller General of the United States, or any other authorized representative of the United States government, to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the Contractor relating to orders, invoices or payments or any other documentation or materials pertaining to the Contract, wherever such records may be located during normal business hours. The Contractor shall not impose a charge for audit or examination of the Contractor’s books and records. If an audit discloses incorrect billings or improprieties, the State and/or the District reserves the right to charge the Contractor for the cost of the audit and to require the Contractor to correct the incorrect billings or improprieties, including repaying the District an appropriate reimbursement for incorrect billings resulting in overcharges to the District. Evidence of criminal conduct will be turned over to the proper authorities. The District may also offset/recoup amounts owed by the Contractor to the District for incorrect billings or other improprieties discovered in an audit against amounts owed by the District to the Contractor for goods and/services provided by Contractor. The District may withhold making payments to a Contractor pending resolution of an audit if the District has a good faith reason to believe that a billing error or other impropriety has occurred.

28.0 Hazard Analysis and Critical Control Point (HACCP) Requirements. The District required Contractor to present a Hazard Analysis Critical Control Point (HACCP) plan during the solicitation process giving rise to this Agreement.