BID 23-27 SAMPLE CONTRACT

Bid 23-27

Large Kitchen Equipment – School Nutrition Program

This Agreement is made and entered this [Insert Date] (the “Effective Date”) by and between [Insert Name of Contractor] (hereinafter referred to as “Contractor”) located at [Insert Address] and 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 referred to as the Savannah Chatham County Public School System (“SCCPSS”) (hereinafter referred to as the “District”), which is headquartered at 208 Bull Street, Savannah, GA 31401. This contract is made and entered into on [Insert Date] (the “Effective Date”).

WHEREAS, the District and its School Nutrition Program located in Savannah and Chatham County, Georgia, desires to utilize [Contractor] to provide Large Kitchen Equipment which were solicited in Bid 23-27.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1.0 General: The District has selected [Contractor] (“Contractor”) to provide the following goods and/or services: Large Kitchen Equipment. Contractor must be approved by the State of Georgia Food Processing Program.

2.0 Performance Period: This Agreement shall establish a contract to remain open from contract execution through the expiration date for the pricing stated on Solicitation Form 12. The District reserves the right to renew this Agreement for an additional period of time by mutual agreement, and 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.

3.0 Transition Period: Contractor shall agree to maintain the same terms and pricing of this Agreement for a period of ninety (90) days after the stated period of performance if this Agreement is not renewed as a transition period between contracts for the same or similar goods and/or services. If Contractor is not the successful bidder on the subsequent solicitation for the same or similar goods and/or services, Contractor shall agree to provide the same level of goods and services provided in this Agreement to the District for a period not to exceed ninety (90) days following the end of the stated performance period, allowing for an orderly transition to a new vendor.

4.0 Product List and Product Specifications

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

4884-5065-0677, v. 1

All of the goods and/or services provided pursuant to this Agreement must also meet the following additional requirements (specifications):

4.1 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.

4.2 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.

4.3 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.

4.4 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.

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 Attachment B 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.

5.0 Quantities. Attachment B provides an estimate of the quantity of each of the goods and/or services to be provided by Contractor pursuant to this Agreement.

6.0 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 Attachment B and the price the District has to pay another vendor for replacement goods, and/or 3) terminating this Agreement for cause.

7.0 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 Attachment B, 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.

8.0 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.

9.0 Pricing. Pricing for this Agreement shall be provided through the expiration date of ______. The price for each good and/or service to be provided by Contractor pursuant to this Agreement during the initial 3-month period is set forth in Attachment B. Contractor shall provide the District with a revised Attachment B which pricing for the next 3-month period no later than 30 days before the end of the current period.

9.1 Contractor will not charge the District more than the price per item listed in the

Attachment B for the then applicable period during the Agreement and any renewal of this Agreement.

9.2 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.

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.

10.0 Escalation/De-Escalation Clause. All prices set forth in Attachment B shall be firm against any increase for the applicable performance period and any transition period for this Agreement.

10.1 Thirty days (30) days prior to end of the applicable 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 Attachment B in any subsequent period. 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.

10.2 Contractor shall provide supporting documentation for price increase requests.

Contractor may provide 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. Contractor may also include in their request evidence of price impacts on any component of contract delivery including but not limited to materials, transportation, labor, unforeseen statutory or regulatory mandates, or other impacts. Inclusion by Contractor does not guarantee an approved price adjustment. The District shall have the right to require additional documentation and evidence from the Contractor pertaining to the requested increase, and the Contractor must comply with any District request.

10.3 In response to a 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 Attachment B 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 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.

10.4 The District recognizes extreme market conditions may adversely impact other aspects of contract performance aside from pricing. The District will consider Contractor documentation relating to delivery times and schedules, labor shortages, and other non-price related terms and conditions. Contractor shall have the affirmative and proactive responsibility to address any non-price issue in advance of the performance issue or immediately upon discovery. Any contractor who does not raise and document these issues and receive written District approval for any changes to the Agreement performance expectations shall be held accountable to the original terms of the Agreement.

The District will not consider any request for a price increase solely to increase Contractor’s profit or margins.

11.0 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.

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

13.0 Cost Reimbursable Contracts.

13.1 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;

13.2 (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;

13.3 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;

13.4 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;

13.5 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

13.6 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.

13.7 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.

14.0 Deliveries.

14.1 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.

14.2 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 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.

14.3 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.

14.4 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.

14.5 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.

14.6 All deliveries made to District sites shall require inside delivery. The prices included in Attachment B 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.

14.7 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.

14.8 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.

14.9 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.

14.10 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, 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 Attachment B and the cost of the substitute goods from the other vendor.

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

15.0 TERMS OF PAYMENT & INVOICING

15.1 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.

15.2 At the time of delivery, the Contractor’s delivery agent shall present two (2) copies of the 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 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.

15.3 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.

15.4 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.

15.5 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.

15.6 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.

15.7 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

3. Site Description

4. Description of Work

5. Bid Number (Bid 23-27)

15.8 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.

15.9 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.

15.10 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.

15.11 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.

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

Savannah-Chatham County Board of Education Attention: ACCOUNTS PAYABLE 208 Bull Street Room 119 Savannah, Georgia 31401 Email: apinvoices@sccpss.com

15.13 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.

15.14 Payment Terms are 2% 10 Net 40.

16.0 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.

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

17.0 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.

18.0 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. The Contractor must follow the provided plan, and the District may require Contractor to provide proof that it is following the HACCP plan. To the extent Federal or State regulations change to impose more demanding HACCP plan requirements or to the extent a Federal or State regulator determines that Contractor’s HACCP plan for the District must be modified, then Contractor shall change its HACCP to meet those more demanding requirements. The Contractor shall only purchase goods and/services from manufactures and/or suppliers that have an HACCP program in place that meets or exceeds the District’s requirements for the HACCP plan with Contractor. The District may require documentation of HACCP plans implemented by Contractor’s manufacturers and/or suppliers.

The District may direct the Contractor to stop purchasing goods and/or services from manufacturers and/or suppliers that do not meet the District’s HACCP plan requirements.

19.0 Pandemic Preparedness and Recovery. Contractor submitted a business strategic preparedness plan for business continuity and recovery should a pandemic event strike the distributor during the solicitation process giving rise to this Contract. Contractor will follow its pandemic preparedness and recovery plan presented to the District should a pandemic event strike the distributor. Contractor may be in breach of this agreement for failure to do so and will be required to indemnify the District as provided in this this Agreement.

20.0 Preference to Supplies, Materials, and Agricultural Products Produced In Georgia.

Under OCGA § 50-5-61, there is a required preference for products manufactured or produced in the State of Georgia if it is reasonable and practicable and will not sacrifice quality. During the performance of this Agreement, Contractor shall provide such supplies, materials, equipment, and agricultural products as may be manufactured or produced in this state (Georgia) as may be reasonable and practicable, when such preference shall not sacrifice quality. With this solicitation, Contractor submitted information regarding its ability provide supplies, materials, equipment, or agricultural products from Georgia. Contractor’s failure to comply with representations during the solicitation process to purchase supplies, materials, equipment, or agricultural products from Georgia in a manner consistent with Contractor’s representations during the solicitation process shall be a breach of this Agreement, unless Contractor’s inability to obtain Georgia product results from the actions of third parties or natural events beyond Contractor’s control.

USDA Federal Regulations. Contractor must comply with the applicable USDA Federal Regulations for Child Nutrition Programs – 7 CFR and with the laws of the State of Georgia.

21.0 Clean Air Act And Clean Water Act. Contractor agrees to comply with the applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 7401 et seq., section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations. Contractor certifies that none of the facilities it uses to produce goods provided under the contract are on the Environmental Protection Authority (EPA) List of Violating Facilities; and Contractor will immediately notify the District of the receipt of any communication indicating that any of Contractor’s facilities are under consideration to be listed on the EPA List of Violating Facilities.

22.0 Energy Policy and Conservation. Contractor shall comply with the mandatory standards and policies relating to energy efficiency which are contained in the state’s energy conservation plan issued in compliance with the Energy policy and Conservation Act (Public Law 94-163, 89 Stat.871).

23.0 Buy American. Contractor must comply with the William F. Goodling Child Nutrition Reauthorization Act of 1998 (Buy American Act -7 CFR 210.21) which requires schools and institutions participating in the National School Lunch Program (NSLP) and School Breakfast Program (SBP) in the contiguous United States to purchase, to maximum extent practicable, domestic commodities or products for use in meals served under the NSLP and SBP. The term ‘domestic commodity or product’ means—(i) An agricultural commodity that is produced in the United States; and (ii) A food product that is processed in the United States substantially using agricultural commodities that are produced in the United States. Substantial means over 51% of the final processed product consists of agricultural commodities that were grown domestically.

Products from Guam, American Samoa, Virgin Islands, Puerto Rico, and the Northern Mariana Islands are allowed under this provision as territories of the United States.

There are limited exceptions to the Buy American requirements that allow for the purchase of non-domestic food when it is truly impractical to use domestic food. In order for the District to approve an exception, the Contractor must document, and the District must make findings supporting, the following:

(a) Competitive bids reveal that the costs of the U.S. product are significantly higher than the non-domestic products; or

(b) Use of a non-domestic alternative food is necessary because the domestic good is not produced or manufactured in sufficient and reasonably available quantities of a satisfactory quality.

The District will also consider the use of domestic alternative foods before approving an exception.

For example, the District may consider using domestic apples as a substitute for non-domestic pears.

24.0 USDA Non-Discrimination Statement. In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, sex, disability, age, or reprisal or retaliation for prior civil rights activity in any program or activity conducted or funded by USDA.

Persons with disabilities who require alternative means of communication for program information (e.g. Braille, large print, audiotape, American Sign Language, etc.), should contact the Agency (State or local) where they applied for benefits. Individuals who are deaf, hard of hearing or have speech disabilities may contact USDA through the Federal Relay Service at (800) 877-8339.

Additionally, program information may be made available in languages other than English.

To file a program complaint of discrimination, complete the USDA Program Discrimination Complaint Form, (AD-3027) found online at: http://www.ascr.usda.gov/complaint_filing_cust.html, and at any USDA office, or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992.

Submit your completed form or letter to USDA by:

(1) Mail: U.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights 1400 Independence Avenue, SW Washington, D.C. 20250-9410;

(2) Fax: (202) 690-7442; or

(3) Email: program.intake@usda.gov.

This institution is an equal opportunity provider.

25.0 USDA Civil Rights Assurance. The Contractor hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.); all provisions required by the implementing regulations of the Department of Agriculture; Department of Justice Enforcement Guidelines, 28 CFR Part 50.3 and 42; and FNS directives and guidelines, to the effect that, no person shall, on the grounds of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied benefits of, or otherwise be subject to discrimination under any program or activity for which the program applicant receives Federal financial assistance from FNS; and hereby gives assurance that it will immediately take measures necessary to effectuate this agreement.

26.0 General Indemnity. To the maximum extent permitted by Georgia law, the Contractor shall indemnify and hold harmless the District, its Board Members, officers and employees (collectively the "Indemnitees") from any and all claims, liabilities, damages, losses and costs, including, but not limited to, the District's reasonable attorneys' fees and expenses incurred in the defense thereof, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. The parties do not intend for this indemnification provision to extend to claims for loses or injuries or damages caused solely by the negligence of the Indemnitees.

This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph.

However, Contractor recognizes and agrees that neither this Agreement nor any other contract with or solicitation by the District shall obligate the District to indemnify, save or hold harmless Contractor or any other vendor for any future claim, loss, expense or liability.

27.0 Intellectual Property Indemnity. The Contractor shall indemnify and hold the District harmless from any suits or claims of infringement of any patent rights, copyrights, or trademarks arising out of any patented, copyrighted, or trademarked materials, methods, systems, goods and/or services, used by the Contractor.

28.0 Warranty of Quality. Contractor warrants that all products furnished under this Agreement shall meet the specifications set forth in this Agreement. Contractor shall replace any goods and/or services that do not meet the specifications of this Agreement at no cost to the District in time to minimize disruption to the District. To the extent Contractor is unable to provide replacement products meeting the specifications of this Agreement in time to minimize disruption to the District, the District may order replacement products from another vendor and charge Contractor for the difference between the price listed in Attachment B of this Agreement and the price paid by the District to another vendor to obtain substitute goods, in addition to holding Contractor in breach of this Agreement and exercising any other rights or remedies the District may have at law, including the termination of this Agreement.

29.0 Taxes. Contractor will timely pay all taxes lawfully imposed on bidder with respect to this Agreement. The District makes no representation whatsoever regarding any tax liability of Contractor, nor regarding any exemption from tax liability related to this Agreement.

30.0 Personnel And Staffing. Contractor warrants that all persons assigned to perform services under this Contract are either lawful employees of Contractor or lawful employees of a sub-contractor of Contractor authorized by Contractor and the District. All persons assigned to perform services under this Contract shall be qualified to perform such services. Personnel assigned by Contractor shall have all professional licenses required to perform the services.

31.0 Supervision Of Contractor Personnel. The Contractor must supply all necessary and sufficient supervision over the work that is being performed and will be held solely responsible for the conduct and performance of his employees or agents involved in work under the contract.

32.0 Contractor Personnel.

32.1 Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under a resulting contract and/or whenever they on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees:

32.2 Contractor submitted with its bid in response to this solicitation a list of all employees, including back-up personnel that will be providing services under this Agreement. Any additional employees assigned to the project must be approved by the District before those employees will be allowed to enter on District property to supply services.

32.3 All employees of the Contractor shall wear a recognizable uniform. All service technicians performing work must carry a government-issued photo ID. Service technician(s) will present ID to District Staff upon request. This provision will be strictly enforced.

32.4 The use of tobacco or tobacco products on District property is prohibited by State law.

32.5 The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility. Failure to comply with this requirement could result in immediate termination of contract with the Contractor could result in breach of contract.

32.6 Neither the Contractor nor employees of the contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others.

32.7 The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of contract.

32.8 Possession of firearms will not be tolerated on District property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District.

Furthermore, if any employee of the Contractor or Sub-contractor is found to have brought a firearm on District property, said employee will be removed from the District contract by the Contractor or Sub-contractor. If a Sub-contractor fails to remove said employee, the Sub-contractor's agreement with the Contractor for the District's contract will be terminated. If the Contractor fails to remove said employee or fails to terminate the agreement with the Sub-contractor who fails to terminate said employee, the Contractor's agreement with the District shall be terminated for cause.

32.9 Contractor certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees during the performance of the contract.

The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements.

False certification or violation by failing to carry out requirements of O.C.G.A. § 50- 24-3 may cause suspension, termination of contract, or debarment of such bidder.

33.0 Subcontracting or Assignment.

The Contractor shall not subcontract or assign any part of the work to be covered by this Agreement without the District’s prior written approval. In aid of the District’s consideration of potential subcontractors or assignees, the Contractor will provide the District with the following documentation from subcontractors and assignees:

• The name and address of the subcontractor and/or assignee and list of all of the employees who will provide the services on behalf of the subcontractor/assignee, and any additional resumes or other information about the subcontractor/assignee’s requested by the District.

• Proof of insurance equal to or greater than the insurance requirements of this Agreement.

• The subcontractor/assignee’s city/county business license and any other certifications necessary to show that subcontractor/assignee is qualified to provide the goods and/or services required by this agreement.

34.0 Occupational Safety And Health Acts. Contractor(s) who perform any work under this contract shall fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and any amendments thereto and regulations pursuant to the act.

35.0 Insurance Requirements: Before performing any work on the awarded contract, the Contractor shall procure and maintain, during the life of this Agreement and any renewals or extensions, insurance coverage as listed below. The policies of insurance shall be primary and written on forms acceptable to the District and placed with insurance carriers approved and licensed by the Insurance Department in the State of Georgia and meet minimum financial A.M.

Best & Company rating of no less than A:8. Further the contractor will provide copies of all insurance policies required thereunder. No changes are to be made to these specifications without prior written specific approval by the Board.

A. Commercial General Liability Insurance, including Bodily Injury, Property Damage, Personal Injury, Blanket Contractual and Broad Form Property Damage Coverage including Products and Completed Operations, and XCU exposure with combined single limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate.

B. Commercial Automobile Liability Insurance, including owned, non-owned, leased, and hired motor vehicle coverage with limits not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage, $2,000,000 aggregate.

C. Worker’s Compensation Insurance Statutory limits in accordance with O.C.G.A.34- 9-120 et. Seq.

D. Umbrella Liability Insurance with a limit of not less than $1,000,000 per claim, $1,000,000 aggregate.

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 referred to as the Savannah Chatham County Public School System (“SCCPSS”), as well as all of its School Board members, officers, employees, agents, and attorneys, shall be named as an additional named insured on all of Contractor’s insurance policies, except for its Worker’s Compensation Insurance policies.

36.0 E-Verify Registration Requirements and Information. With its response to the solicitation giving rise to this Agreement, Contractor provided the Contractor Affidavit Form verifying its compliance with Georgia state law requiring that every public employer and every private employer that contracts for the physical performance of services for all contracts with a county must be registered with and use the E-Verify program.