Cheese Shredded~2.docx

Oregon Department of Corrections (ODOC) Purchasing/Contracts Division 3601 State Street, Suite 280 Salem, OR 97301

Invitation to Bid

FOR

Cheese, Shredded Blend Opportunity # S-29100-00004057

Single Point of Contact: Ben Hittle Email: docfoodbuy@doc.oregon.gov

1. INTRODUCTION

1.1. SCHEDULE OF EVENTS:

All dates listed in this Section are for the solicitation process only and are subject to change. BIDDERS NOTE: Section 2.3.3, Section 5 “Pricing Page”, Section 6 “Signature” and Attachment A CONTAIN INFORMATION REQUIRING RESPONSES OR SIGNATURE CERTIFICATION FROM BIDDER. NOTE: Section 2.10.6 and 2.10.7 “Contractor’s Certification,” contain information that may be requested by the Sole Point of Contact (SPC) at any time during the ITB process or after Award until all Goods have been fully received and accepted by ODOC.

1.2 PURPOSE OF THIS SOLICITATION:

The purpose of this Invitation to Bid (ITB) is to purchase Goods as listed in this ITB for the Oregon Department of Corrections (ODOC). Goods indicated in this ITB are to be delivered to the ODOC’s Central Distribution Center (CDC), 3601 State Street, Salem OR 97301.

First delivery (or Will Call, as applicable) shall occur after the issuance of a Purchase Order (see Section 4.2, “Delivery”).

1.3 Historical Data: Cheese, Shredded Blend

, last purchase date 05/22; cost: $1.29 per pound (30 pound case); awarded Contractor: LA Foods.

1.4 RESERVED

1.5 AUTHORITY:

ODOC is conducting this Invitation to Bid pursuant to its authority under ORS 421.438 and OAR 291-164 -0120. THIS SOLICITATION DOES NOT ALLOW THE OPPORTUNITY FOR PROTESTS PER ORS 421.438(2) and OAR 291-164-0120(1)(a)(F).

1.6 ITB, ADDENDA AND ATTACHMENTS:

“ITB” means all documents whether attached or incorporated by reference and any Addenda thereto, and the Terms and Conditions, used for soliciting bids in accordance with OAR 291-164-0120. ITBs, including all Terms and Conditions, Addenda, and most attachments, are posted on the Oregon Procurement Information Network (ORPIN) website and will not be mailed to prospective Bidders. Addenda can be downloaded from ORPIN. Bidders should consult ORPIN regularly until Bid Closing to ensure that they have not missed any Addenda announcements. It is the sole responsibility of each Bidder to obtain all Addenda information from the ORPIN System. BY SUBMITTING A BID, EACH BIDDER THEREBY AGREES THAT IT ACCEPTS ALL RISKS ASSOCIATED WITH OR RELATED TO BIDDER’S FAILURE TO OBTAIN ANY OR ALL ADDENDA INFORMATION.

2. GENERAL BIDDING INFORMATION

2.1 BIDS ARE FIRM OFFERS:

A Bid is a firm offer, irrevocable, valid and binding on the Bidder for not less than thirty (30) calendar days from the Closing unless otherwise specified in this ITB or extended by written agreement.

2.2 SINGLE POINT OF CONTACT (SPC):

There will be only one ODOC point of contact during this procurement process. The designated point of contact for questions concerning the procurement process, change, clarification, and protests (if protests are permitted for this ITB), the award process, and any other questions that may arise is Ben Hittle Procurement/Contracts Specialist, who can be contacted at 503.302.3348 via e-mail to docfoodbuy@doc.oregon.gov

All contact regarding this ITB must be directed to the ODOC Contact Person identified in Section 2.2. Contact with other ODOC staff regarding this ITB without prior clearance from the Single Point of Contact will lead to disqualification.

2.3 METHOD OF BIDDING

2.3.1 CONFORMANCE TO BID REQUIREMENTS:

Bids must conform to the requirements of the ITB. All attachments required to be submitted with the Bid must be submitted in the required format. Bid price(s), brand(s), and product number must be for the unit indicated in this ITB unless otherwise specified. Bidder’s Bid must include all information as required in this ITB, including, but not limited to delivery information and signature page information. Subject to Section 2.8, failure to supply all required information shall be cause for Bid rejection.

2.3.2 All Bid documents submitted via e-mail per Section 2.3.5.1, “Submitting Bids Via e-Mail,” require a signature and must be signed in ink by an authorized representative of the Bidder. Bidder's signature in response to the ITB or submission of a Bid through ORPIN constitutes Bidder's affirmation that:

2.3.2.1 Bidder has completely read and understands all the provisions of this ITB;

2.3.2.2 The Bid submitted is in response to the specific language contained in this ITB, and Bidder has made no assumptions based upon either (a) verbal or written statements not contained in the ITB, or (b) any previously-issued ITB, if any;

2.3.2.3 The Bid was prepared independently from all other Bidders, and without collusion, fraud, or other dishonesty;

2.3.2.4 ODOC shall not be liable for any claims or be subject to any defenses asserted by Bidder based upon, resulting from, or related to, Bidder's failure to comprehend all requirements of this ITB;

2.3.2.5 ODOC shall not be liable for any expenses incurred by Bidder in preparing and submitting its Bid or in participating in the Bid evaluation/selection process; and

2.3.2.6 Bidder accepts and agrees to be bound by all terms and conditions of the resulting Contract, and agrees to provide all Goods ordered by ODOC.

2.3.2.7 Bidder has the power and authority to enter into and perform this Contract.

2.3.2.8 This Contract, when executed and delivered, is a valid and binding obligation of Bidder, enforceable in accordance with its terms.

2.3.2.9 Bidder (to the best of Bidder’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the effective date of this Contract, faithfully has complied with:

(a) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

(b) Any tax provisions imposed by a political subdivision of this state that applied to Bidder, to Bidder’s property, operations, receipts, or income, or to Bidder’s performance of or compensation for any work performed by Bidder;

(c) Any tax provisions imposed by a political subdivision of this state that applied to Bidder, or to goods, services, or property, whether tangible or intangible, provided by Bidder; and

(d) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

2.3.2.10 Any Good(s) delivered to ODOC under this Contract, and Bidder’s Services rendered in the performance of Bidder’s obligations under this Contract, shall be provided to ODOC free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind.

2.3.3 PRODUCT IDENTIFICATION:

2.3.3.1 Bidders must clearly identify all Goods bid, including all information requested in Section 5 “Pricing Page”. Subject to Section 2.8, ODOC will reject any Line item # bid when the product information for that Line item # submitted with the Bid is incomplete.

2.3.3.2 If requested by SPC the low Bidder may be required to submit within 24 hours of written notice of request from the SPC, the Good(s) Brand, Manufacturer, Product Number, Nutritional Facts Label, Ingredient List, Picture of Label, and Picture of actual Product for ODOC approval prior to Award. If the low bidder does not comply with the request, ODOC may determine the low bidder to be non-responsive and non-responsible, and move to the next lowest responsible, responsive Bidder(s).

2.3.4 PRICING: Bidders must provide per unit pricing, no more than four (4) digits past the decimal point, for the items indicated in this ITB upon which Bidder wishes to Bid. Prices should be extended in decimal, not fraction. Price which goes beyond the fourth place after the decimal point (beyond the ten thousandth’s place) shall be rounded downward (e.g., a price of $3.64528 shall be computed and considered $3.6452). Prices shall include transportation, fuel surcharge and delivery charges, fully prepaid by the Contractor FOB Destination. All prices will include packing and packages. No additional charges will be allowed for packing or packages. Submission of will call pricing in lieu of FOB Destination pricing will not be allowed in Section 5, “Pricing Page” (see Section 2.11.2).

2.3.5 BID SUBMITTAL AND FORMAT: ODOC will not accept any oral, telephone, manual (mailed or hand carried hard copies) or facsimile Bids, but will only accept Bids via e-mail as provided in Section 2.3.5.1 and through ORPIN as provided in Section 2.3.5.2.

2.3.5.1 SUBMITTING BIDS VIA E-MAIL: Bidders submitting Bids via e-mail must prepare the bidding documents in the conventional manner as specified in Section 2, “General Bidding Information”. Bids submitted via e-mail must be sent on this ITB form. The specified ITB documents must be scanned in PDF or MS Office compatible format and submitted through the e-mail address indicated in Section 2.3.5.1.2.

2.3.5.1.1 THE FOLLOWING ITB PAGES MUST BE SUBMITTED BY BIDDER:

COVER PAGE (Page 1);

SECTION 5, “Pricing Page(s)”;

SECTION 6, Signature Page;

Attachment A (only if Bidder indicates Good(s) in Section 5 meets Preferences for Oregon Good(s);

SECTION 2.3.3.2 (only if DOC requests), “Product Identification” NUTRITIONAL FACTS LABEL, PRODUCT LABELS, PICTURES OF GOOD(S) ALL ADDENDA REQUIRING SIGNATURE; and LETTERS OF CERTIFICATION, OR ANY OTHER REQUESTED DOCUMENTATION if required in this ITB

2.3.5.1.2 The Bid e-mail subject or reference line must include the ITB # and Title, as follows:

RE: ITB #S-29100-00004057; Cheese, Shredded Blend

Failure to clearly identify the Bid in the subject line may cause misrouting of the Bid or late delivery, resulting in disqualification.

SUBMIT BIDS TO: (not case sensitive): docfoodbuy@doc.oregon.gov

2.3.5.1.3 Bids must be received by the Date and Time stated in Section 1.1, “Schedule of Events”. Subject to Section 2.8, submittals that are late, incomplete, or misdirected will be considered non-responsive, with no exceptions. ODOC relies on the State of Oregon e-mail system clock to determine the correct time and is not responsible for any delays or difficulties experienced in the transmission of a Bid. Please do not wait until the last minute to e-mail your Bid. At least one business day prior to transmitting a Bid, Bidders are encouraged to send a test e-mail to the submission e-mail address shown above, with “Test” in the subject line. ODOC will respond to the test e-mail to acknowledge receipt. ODOC will accept only signed e-mail Bids converted and compatible with MS Office applications and .pdf files. Do not submit .zip, .exe or .com files. Electronic generated signatures by a software program on Bids will not be accepted. Bids in excess of 10 megabytes must be incrementally submitted. When submitting the Bid in multiple e-mails, Bidders shall sequentially number the e-mail submittals. Bidders are strongly encouraged to phone the Single Point of Contact prior to the submission deadline to confirm delivery.

2.3.5.2 RESERVED

2.3.5.2.2 RESERVED

2.3.6 Alternate Bids will not be considered. An alternate Bid is defined as one that is submitted in addition to the Bidder's primary response to the ITB. Bidders may submit only one (1) Bid per Bidder, though in that Bid Bidder may Bid on multiple Line #s. Bidders may NOT submit multiple prices for the same Line #. Bidders may only submit one price per Line #. Unless otherwise stated in this ITB, Bidders may not offer varieties of Good(s) and pricing within a single Line #. For example, if in the ITB ODOC states that it will accept either sliced or diced product for a single Line #, Bidder may offer a price on either sliced or diced, but not both. See Section 5, “Pricing Page” regarding bidding on multiple Line #s. See Sections 2.5 and 2.6 for the procedure to modify or withdraw Bidder’s Bid should Bidder desire to alter a Bid or remove a Bid from consideration after submission.

2.4 METHODS OF SEEKING MODIFICATIONS OF ITB PROVISIONS:

2.4.1 PROCEDURE: The appropriate means of seeking modifications to provisions of this ITB are through (a) requests for clarification; (b) formal submittal of requests for changes to contractual terms or Specifications; and (c) formal submittal of protests, if protests are allowed for this ITB, of contractual terms or Specifications.

2.4.2 REQUEST FOR CLARIFICATION: Any Bidder requiring clarification of any provision of the ITB may make a request for clarification via e-mail, to the SPC and e-mail listed in Section 2.2 "SINGLE POINT OF CONTACT". To be considered, ODOC must receive the request for clarification by the deadline specified in Section 1.1 “Schedule of Events.”

2.4.3 REQUEST FOR CHANGES TO CONTRACTUAL TERMS OR SPECIFICATIONS: Any Bidder may submit a request for changes to contractual terms or Specifications, via e-mail to the SPC listed in Section 2.2 "SINGLE POINT OF CONTACT". To be considered, ODOC must receive the request for changes by the deadline specified in Section 1.1 “Schedule of Events.” Bidder must include in the request the reason for requested changes, supported by factual documentation, and any proposed changes.

2.4.4 OMITTED SPECIFICATIONS: If any omitted specification results in ambiguity as to material characteristics of the Goods, and inclusion is necessary to enable a reasonable person in the particular industry to properly identify such characteristics, a Bidder shall seek a formal request for change, as set forth this Section 2.4. Failure to make such a request is at Bidder's risk, and the Bidder awarded a Contract shall be required to provide Goods meeting the ODOC's needs with regard to any omitted specification for which change should reasonably have been sought.

2.4.5 PROTEST OF CONTRACTUAL TERMS OR SPECIFICATIONS: If protests are allowed for this ITB, any Bidder who believes contractual term(s) or Specification(s) are unnecessarily restrictive or limit competition may submit a protest, in writing via email, to the contact point listed in Section 2.2 "SINGLE POINT OF CONTACT." To be considered, ODOC must receive the protest by the deadline specified in Section 1.1. Bidder must include in the protest the legal and factual grounds for the protest, a description of the resulting prejudice to the Bidder if the protest is not granted, and any proposed changes to the contractual terms or Specifications or both. To determine whether the opportunity for protests exists under this ITB, see Section 1.5.

2.4.6 METHOD OF SUBMITTING REQUESTS FOR MODIFICATION OF ITB PROVISIONS: Bidders must mark requests for clarification, requests for change, and protests (if protests are permitted under this ITB) as follows:

Request for Clarification /Request for Change/Protest ITB Number and Title Closing Date and ODOC must receive the request by the date and time specified in Section 1.1 (Schedule of Events). Unless ODOC extends this specific deadline by subsequent Addendum, ODOC will not consider requests for clarification, requests for change, or protests (if protests are permitted under this ITB) pertaining to provisions contained in the originally-issued ITB after the date specified herein.

THIS IS THE BIDDER'S ONLY OPPORTUNITY TO REQUEST CLARIFICATION OF OR CHANGES TO THE CONTRACTUAL TERMS OR SPECIFICATIONS CONTAINED IN THE ITB. ANY BIDDER TAKING EXCEPTION TO THE CONTRACTUAL TERMS OR SPECIFICATIONS OF THIS ITB IN THEIR BID SHALL BE DEEMED NON-RESPONSIVE AND THEIR BID WILL BE REJECTED.

2.4.7 RESPONSE TO REQUESTS FOR CLARIFICATION: CLARIFICATIONS, WHETHER VERBAL, IN WRITING VIA EMAIL, OR INCLUDED IN AN ADDENDUM AS A "CLARIFICATION," DO NOT CHANGE SPECIFICATIONS, CONTRACTUAL TERMS, OR PROCUREMENT REQUIREMENTS OF THIS ITB. IF A REQUEST FOR CLARIFICATION RAISES AN ISSUE THAT ODOC DETERMINES SHOULD BE HANDLED BY FORMALLY AMENDING THE ITB, ODOC WILL DO SO ONLY BY ANNOUNCING SUCH A CHANGE IN THE ADDENDUM, NOT THROUGH INFORMATION IDENTIFIED AS A "CLARIFICATION" (or “REVISION” IN ORPIN).

2.5 BID MODIFICATION:

2.5.1 E-MAIL BIDS: For Bidders submitting Bids via e-mail, the Bidder must initial in ink each individual alteration and erasure made before Bid submission. Bidders may submit modified Bids via e-mail before Closing. Bidder shall prepare modifications on Bidder's letterhead. Each modification document must be signed by an authorized representative of Bidder, and state that the modifications amend and supersede the identified portions of the prior Bid. Modified Bids must be submitted in accordance with Section 2.3.5.1 of this ITB. ODOC will reject any Bid that fails to comply with the provisions of this paragraph. Bidders may not modify Bids after Bid closing. The Bidder shall mark the submitted modification as follows:

a) Bid Modification; and

b) ITB Number and Title.

2.5.2 RESERVED.

2.6 BID WITHDRAWALS:

2.6.1 E-MAIL BIDS: Bids submitted via e-mail may be withdrawn in writing on company letterhead signed by an authorized representative of Bidder and submitted in accordance with Section 2.3.5.1 of this ITB, and received by the SPC prior to Bid closing. Bids may also be withdrawn in person before Bid closing upon presentation of appropriate identification and evidence of authorization to act for Bidder. ODOC may require that Bidder’s representative sign appropriate documents to confirm the withdrawal. The Bidder shall mark the written request to withdraw an Offer as follows:

a) Bid Withdrawal; and

b) ITB Number and Title.

2.6.2 RESERVED.

2.7 OPENING:

Due to the COVID-19 pandemic and the Oregon Governor’s Executive Order 20-12, and the need for enhanced personal and public safety, ODOC will hold Bid Opening at 9:00 A.M (Pacific Time) on the Closing date indicated in Section 1.1 (Schedule of Events), or as indicated by Addendum, by electronic means.

2.8 SUBSTANTIAL COMPLIANCE REQUIRED:

ODOC will not consider incomplete Bids (not in substantial compliance with ITB requirements), and Bidders cannot supplement incomplete Bids by delivering submissions after Closing. However, in ODOC’s sole discretion, ODOC may waive any minor informality, irregularity, or nonconformance with this ITB; and ODOC may seek clarification from Bidders of any response that, in ODOC’s sole discretion, it deems necessary or advisable.

2.9 BID REJECTION:

2.9.1 ODOC may cancel the solicitation or procurement or reject any or all Bids in whole or in part, when the cancellation or rejection is in the best interest of ODOC as determined by ODOC.

2.9.2 ODOC also reserves the right to reject a Bid as non-responsive if ODOC finds that the Bid is unacceptable. Reasons for determining that a Bid is unacceptable may include, but are not limited to, non-conformity to specifications, poor product manufacturing or packaging, or any deviation from the normal industry standard. Significant delays in delivery time After Receipt of Order (ARO) will be considered in determining responsiveness if early delivery is required.

2.10 BID EVALUATION CRITERIA

2.10.1 PREFERENCE FOR OREGON GOODS AND SERVICES: ODOC prefers Oregon Goods and Services, and for evaluation purposes, ODOC shall apply a five percent (5%) preference for Oregon Goods fabricated or processed entirely in Oregon or Services performed entirely in Oregon. This percentage shall be deducted from the total price submitted by the Bidder. This price reduction shall be for evaluation purposes only and shall not be reflected in the pricing incorporated into the awarded Bid. To qualify for the Oregon Goods and Services preference, Bidder must fill out Attachment A and submit with Bidder’s bid. Upon request by ODOC, Bidder must provide written certificate of proof that Goods have been manufactured or produced in Oregon.

2.10.1.1 For Oregon Goods, “fabricated” (verb) means

2.10.1.2 For Oregon Goods, “processed” (verb) means

2.10.1.3 “Entirely” (adverb) means

2.10.1.4 QUALIFICATION FOR THE PREFERENCE: If the Bidder’s Goods satisfy either of the requirements of 2.10.1.1 or the requirements of 2.10.1.2, and the requirements in 2.10.1.3, then the Bidder shall qualify for this 5% preference. For each requirement above (2.10.1.1 through 2.10.1.3) a Bidder satisfies the requirement if their Goods meet the definitions in either of the requirement’s subsections

2.10.1.4.1 For example, a Bidder meets the requirement of 2.10.1.1, if their Goods meet either the definitions of “fabricated in 2.10.1.1.a or 2.10.1.1.b.

2.10.1.5 PREFERENCE FOR GOODS AND SERVICES FROM RESIDENT BIDDERS: ODOC will give a five percent (5%) preference for a qualifying resident Bidder that is headquartered in Oregon. This percentage shall be deducted from the total price submitted by the Bidder. This price reduction shall be for evaluation purposes only and shall not be reflected in the pricing incorporated into the awarded Bid.

2.10.1.5.1 A resident Bidder is a Bidder that has paid unemployment taxes or income taxes in the state of Oregon during the 12 calendar months immediately preceding submission of the Bid and has a business address in the state of Oregon.

2.10.1.5.2 “Headquartered” means the administrative center of an enterprise.

2.10.1.6 To be eligible for application of the Buy Oregon Preference, the Bidder shall certify in writing that the Goods meet the Preference for Oregon Goods and Services under Section 2.10.1 using the form in Attachment A to the ITB, or shall certify that the resident Bidder is headquartered in Oregon using the form in Attachment A to the ITB, or both. The total possible preference is 10%.

2.10.2 SAMPLES: ODOC reserves the right to request samples after Bid closing from one or more Bidders during the evaluation process. To request samples, ODOC will provide the Bidder a written request that shall be sent via e-mail or by facsimile. If samples are requested by ODOC, Bidder shall deliver samples to ODOC within four (4) days after the date of the request, unless ODOC extends the deadline at time of the request, excluding weekends and holidays. For purposes of this paragraph, “weekends” means Saturdays and Sundays, and “holidays” means New Year’s Day, Martin Luther King Jr. Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Veterans’ Day, Thanksgiving Day, and Christmas Day. If Bidder is unable to meet the deadline due to extraordinary circumstances beyond Bidder’s control that Bidder could not have reasonably anticipated, Bidder must notify ODOC as soon as possible and submit a written explanation for the delay to the SPC. In such circumstances, ODOC may, in its sole discretion, permit an extension of up to seven (7) days to submit the required samples. Sample submitted shall be the same Good offered on the Bidder’s Bid response and the same Good to be delivered should the Bidder receive an Award.

2.10.2.1 Bidders shall submit samples only by request of the SPC. ODOC will accept only samples of the Good type and quantity requested by the SPC. Bidders will be considered out of compliance with this ITB if they submit Goods, or amounts of Goods, other than those specifically requested by the SPC in connection with this ITB.

2.10.2.2 Bidders MUST label Good samples as follows (NO EXCEPTIONS):

OREGON DEPARTMENT OF CORRECTIONS

ATTN: [Ben Hittle] PURCHASING OPPORTUNITY/ITB S-29100-00004057 ; Cheese, Shredded Blend SAMPLE

3601 STATE ST

SALEM OR 97301

2.10.2.3 Good samples must be submitted by the date and time specified in the request from the SPC, and in accordance with this Section 2.10.2. Late or misdirected Good samples will be deemed nonresponsive and Bidder will not be considered for the Award process.

2.10.2.4 ODOC reserves the right to reject a Bid as non-responsive based on the furnishing of unacceptable samples. Reasons for concluding that samples are unacceptable may include, but are not limited to, non-conformity to specifications; Good(s) dating that is beyond the indicated “best use by” date; poor Good(s) packaging; undesirable appearance, taste, texture or nutritional contents; or deviation from the normal industry standard.

2.10.3 NUTRITIONAL FACTS LABEL: Bidders must submit a copy of Good label and Nutritional Facts Label which must comply with all current FDA required label changes (available at: https://www.fda.gov/food/food-labeling-nutrition/changes-nutrition-facts-label) within 24 hours of written notice of request from the SPC listed in Section 2.2, unless otherwise specified in this ITB.

2.10.4 IMPORTED GOODS: If Good is imported, Bidder must provide written documentation of inspection and/or passing by the U.S. Food and Drug Administration, or any other United States Government Department, Bureau or Agency with jurisdiction over import Good at the Port of Customs entry if requested by the SPC listed in Section 2.2. Documentation must be provided within 72 hours of written notice of request by the SPC listed in Section 2.2, unless otherwise specified in this ITB.

2.10.5 KOSHER CERTIFICATE: If Good is indicated as Kosher, Bidder shall provide Kosher certificate within 72 hours of written notice of request by the SPC listed in Section 2.2, unless otherwise specified in this ITB.

2.10.6 MANUFACTURER'S/DISTRIBUTOR'S PRODUCT ASSURANCE: The manufacturer/distributor or Bidder (as applicable) shall certify that the Goods provided shall meet the salient characteristics of the ITB, conform to their own specifications, standards, and quality assurance practices, and be the same Goods offered for sale in the commercial market. Bidder or Awarded Bidder, as applicable, shall provide proof of conformance to ODOC within 72 hours of written notice of request by the SPC listed in Section 2.2 of this ITB. The SPC may request proof of conformance any time prior to Bid Award and issuance of a purchase order, or after inspection of delivery.

2.10.7 CONTRACTOR'S CERTIFICATION: By submitting a Bid, the Bidder certifies that the Good offered meets the specified salient characteristics and requirements of this ITB; conforms to the manufacturer’s own specifications and standards, including product characteristics, manufacturing procedures, quality control procedures, and storage and handling practices; and is sold on the commercial market. The ODOC reserves the right to determine proof of such conformance prior to the first delivery to the ODOC warehouse location as indicated in Section 1.2 of this ITB. At ODOC’s discretion, proof of conformance may be from the point of origin (manufacturer’s plant) and any time thereafter, up to and including delivery at final destination as indicated in Section 1.2 of this ITB, and as may be necessary to determine conformance with the provisions of the contract. Bidder or Awarded Bidder, as applicable, shall have 72 hours to provide proof of conformance to ODOC upon written request from the SPC listed in Section 2.2 of this ITB. The SPC may request proof of conformance any time prior to Bid Award and issuance of a purchase order, or after inspection of delivery.

2.10.8 Bidder or Awarded Bidder, as applicable, shall provide actual Best Use By Date (BUBD) as defined and discussed in Section 4.9.4 and manufacture/process date when requested by ODOC, unless otherwise indicated in this ITB. Bidder’s Bid that does not contain BUBD and manufacture/process date will be deemed nonresponsive and not considered for the Award process.

2.10.9 ADDITIONAL GOOD INFORMATION: The SPC listed in Section 2.2 may request additional Good information deemed necessary during the evaluation process, unless otherwise specified in this ITB. Information requested may include, but is not limited to, certification for Good Grade, fat or salt content, photograph of Good or FDA/USDA inspection certification. Bidder shall provide requested information within 48 hours of written notice of request by the SPC listed in Section 2.2 of this ITB.

2.11 WILL CALL:

ODOC reserves the right to determine if Good will be delivered by Awarded Bidder or as a Will Call as defined in Section 2.11.1.

2.11.1 “Will Call” means Goods to be picked up by ODOC at the Awarded Bidder’s location indicated in Section 5, “Pricing Page”.

2.11.2 ODOC may determine whether to exercise the Will Call option at its discretion. If the lowest responsive responsible Bidder, per Section 2.3.4, “Pricing”, for any Line item #, group of items, or all items, has indicated a Will Call option on Section 5, “Pricing Page”, ODOC may contact the Bidder to negotiate Will Call options (transportation cost savings and time and date(s) for pickup). If the two lowest responsive, responsible Bidders for any Line item #, group of items, or all items, indicate a Will Call option on Section 5, “Pricing Page”, ODOC may contact those Bidders to negotiate Will Call options (transportation cost savings and time and date(s) for pickup). ODOC will then Award the Contract to the responsive, responsible Bidder with the lowest Bid, including Will Call negotiations, subject to Section 2.14.

2.11.3 Will Call orders for pick up at Port(s) of Entry, or at Spokane, Washington will not be considered.

2.12 BRAND NAMES:

All brand names referenced are for comparison purposes only and are not meant to be restrictive unless otherwise indicated in the ITB.

2.12.1 Any brand name listed in the specifications as "or equal" or "or equivalent" shall establish the minimum requirements for quality, utility, durability, function, purpose, etc. Other product brands may be offered that are equal to or better than the product brand named. Bidder may show cost differences, substitute brands and options in the space provided in the ITB.

2.12.2 ODOC SHALL DETERMINE, IN ITS SOLE DISCRETION, WHETHER A GOOD OFFERED IS "EQUAL." When the designation is "or equal" or "or equivalent" ODOC shall make its decision after Bid Closing.

2.13 CLARIFICATION:

ODOC reserves the right to seek clarification of information provided in a Bid. Such clarification may include brand names, packaging sizes, product sizes, packaging materials or other information ODOC would deem necessary for Bid evaluation. Failure to provide the requested clarification as required may result in Bid rejection.

2.14 METHOD OF AWARD:

Subject to Section 2.11 and the applicable preferences in Sections 2.10.1 and 2.10.1.5, ODOC may Award one or more Contracts based on the lowest responsive Bid(s) by responsible Bidder per Line item #, group(s) of items, or all or none, whichever is in the best interest of ODOC. If ODOC awards a single Contract, the Award will be to the responsible Bidder submitting a responsive Bid with the lowest total price for all requested items for which ODOC decides to Award a Contract, meeting the Specifications listed in Section 4 and qualifications, subject to Section 2.11 and the applicable preferences in Sections 2.10.1 and 2.10.1.5. If ODOC does decide to Award one or more Contracts, it may Award the Contract(s) for any amount up to the amount bid by Bidder(s). In other words, for budgetary or other reasons, ODOC may order less than the quantity indicated in the ITB or in Bidder’s Bid.

2.14.1 To determine the lowest total price, ODOC will add together the bid price per Line item # (per unit) for each of the items in Section 5, “Pricing Page”, for a grand total. ODOC will then compare the grand totals for each Bidder, and determine which Bidder has the lowest total price.

2.14.2 To determine the lowest Line item # pricing, ODOC will utilize the bid price per Line item # (per unit) indicated in Section 5, “Pricing Page”.

2.14.3 To determine the lowest total group of items, ODOC will add together the bid price (per unit) for each Line item # in Section 5, “Pricing Page” that is part of the designated group, for a grand total for the designated group.

2.14.4 ODOC reserves the right to withdraw any or all items from Award consideration.

2.14.5 After taking Will Call under Section 2.11 and the applicable preferences in Sections 2.10.1 and 2.10.1.5 under consideration, when ODOC receives bids identical in price, fitness, availability, quality, and chooses to Award a Contract, ODOC will Award the Contract based on the following order of precedence.

2.14.5.1 If two or more Bidders submit identical bids, ODOC will Award the Contract by drawing lots among the identical bids. ODOC will provide to the Bidders who submitted the identical bids notice of the date, time and location of the drawing of lots and an opportunity for these Bidders to be present when the lots are drawn.

2.14.5.2 Procedure for Drawing Lots. When drawing of lots is called for, ODOC will draw lots by a procedure that affords a minimum of two (2) witnesses. Each Bidder participating in the drawing will receive an equal probability of selection. The person making the selection will not have the opportunity to manipulate the drawing of lots to increase the probability of selecting one Bidder over another.

2.14.6 If the Awarded Bidder’s Total Quantity either per Line item # or groups of items is less than the required quantity specified in Section 5, “Pricing Page”, in this ITB, ODOC reserves the right to subtract the Awarded Bidder’s Total Quantity from the required quantity specified in Section 5, “Pricing Page”, in this ITB and award the remaining difference in quantity to the next lowest responsible, responsive Bidder(s) to complete the required ITB Total Quantity.

2.15 RESPONSIBILITY NOTIFICATION:

ODOC reserves the right to investigate and evaluate, at any time prior to Award and execution of the Contract, a Bidder's responsibility to perform the Contract. Bidder's submission of a signed Bid submitted via e-mail, or a Bid through the ORPIN system shall constitute Bidder's authorization for ODOC to obtain, and Bidder's agreement to produce for ODOC's review and copying, any information ODOC deems necessary to conduct the evaluation. ODOC shall notify the Bidder, in writing, of any other documentation required, which may include, but is not limited to, recent profit-and-loss history; current balance statements; assets-to-liabilities ratio, including number and amount of secured versus unsecured creditor claims; availability of short and long-term financing; bonding capacity; credit information; materials/equipment/inventory; facility and personnel information; record of contract performance; etc. ODOC may reject a Bid, if Bidder fails to promptly provide this information. ODOC may postpone the Award of the Contract in order to complete its investigation and evaluation. Failure of a Bidder to demonstrate responsibility shall render the Bidder non-responsible and shall constitute grounds for Bid rejection.

2.16 PROCESSING OF BIDS:

Neither the release of a Bid bond, the return of a Bid, nor acknowledgment that the selection process is complete (whether by posting of a bid tabulation sheet, issuance of notice of intent to Award, or otherwise), shall operate as a representation by ODOC that any Bid submitted was complete, sufficient, lawful in any respect, or otherwise in substantial compliance with the ITB requirements.

2.17 AWARD:

After review of Bidders’ bids for compliance with all terms and conditions and specifications of this ITB, if ODOC chooses to Award a Contract(s), ODOC shall post any such awards through the Oregon Buys system. ODOC’s issuance of a purchase order shall serve as Contractor’s notice to proceed.

2.18 BID RESULTS:

DOC may post the tabulation sheet of bid results on Oregon Buys at any time after Bid closing. The posting of the tabulation sheet does not serve as notice of Award by ODOC. Bidders may download from the Oregon Buys system a tabulation of Bid results for a period thirty (30) calendar days after Bid closing.

2.19 VIEWING BID FILES:

Bidders shall have 30 calendar days from the date the Award is made within which to view bid files. Bid files may be viewed at the ODOC office in the Central Distribution Center, Purchasing Unit, at 3601 State Street, Salem, Oregon by appointment only. The phone number to call for scheduling an appointment is (503)378.5893.

3. CONTRACT: STANDARD TERMS AND CONDITIONS:

3.1 DEFINITIONS:

3.1.1 "Contract” means the entire written agreement between the parties, including but not limited to the Invitation to Bid and its specifications, terms and conditions, solicitation instructions, solicitation addenda, certifications if any; and the signed purchase order(s).

3.1.2 "Contractor" means a person or organization with which the State of Oregon has contracted for the purchase of goods. The terms "Contractor" and "Seller" as used in the Uniform Commercial Code (ORS chapter 72) are synonymous. Pursuant to Section 2.3.2.6, if awarded a Contract, Bidder accepts and agrees to be bound by all terms and conditions of the resulting Contract, including but not limited to those pertaining to “Bidder.”

3.1.3 “Catch Weight” means a circumstance in which the actual weight of each individual good in a case may vary, and as a consequence the actual weight of each case may vary.

3.1.4 “Good(s)” means the items(s) described in Section 4.

3.1.5 “Distressed Good” means a Good(s), packaging or container that has been damaged, or label has been defaced, and is unsuitable for retail sale, but which does not change the integrity or edibility of the Good(s).

3.1.6 “FOB” has the meaning as defined in ORS 72.3190.

3.1.7 “Manufacturers’ Reject” means an incorrectly manufactured item that fails to meet the Manufacturer quality control standards or that a retailer will not accept to sale, which does not change the integrity or edibility of the Good(s).

3.1.8 “OAR” means Oregon Administrative Rules.

3.1.9 "ORS” means the Oregon Revised Statutes.

3.1.10 “Panel Dent” is defined as canned Good(s) with dents, other than along any seam, which does not change the integrity or edibility of the Good(s).

3.1.11 “Purchase Order” means the purchase order document submitted to awarded Contractor for the ordering of Goods and/or services indicated in this ITB.

3.1.12 “Salvageable Good” means reconditioning or preparing distressed food for sale or use as food, including cleaning, culling, sorting, scouring, labeling, and packaging which does not change the integrity or edibility of the Good(s).

3.1.13 "State" means ODOC and is synonymous with "Buyer" as used in ORS chapter 72.

3.1.14 “USDA Commercial Item Description (CID)” means Good(s) descriptions that 1) concisely describe the most important characteristics of a commercial product; 2) are issued by the federal government; 3) are uniquely numbered in a federal series; 4) are prominently dated; and 5) are appropriately titled under current federal labeling policies.

3.2 INSURANCE:

During the term of this Contract, including warranty periods, if any, Contractor shall maintain in full force and at its own expense each insurance coverage or policy noted below, from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and are acceptable to ODOC.

3.2.1 General Commercial Liability: Combined single limit, or the equivalent, of not less than $1,000,000 each occurrence and $2,000,000 for any multiple claimants, for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this Contract. It shall provide that the State of Oregon, Department of Corrections and their divisions, officers and employees are Additional Insureds but only with respect to the Contractor's services to be provided under this Contract;

3.2.2 Auto Liability: Combined single limit, or the equivalent, of not less than $2,000,000 each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non‑owned vehicles, as applicable.

3.2.3 Worker's Compensation: All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements.

3.2.4 Contractor must submit to ODOC a current Certificate of Liability Insurance for all required insurance within seven (7) calendar days from the time of Contract award. ODOC may cancel the Award if the apparently successful Bidder fails to present the required documents within the seven-day time period. Insurance certificates to be sent to: DOC.ProcurementInsuranceCertificates@doc.oregon.gov

The Department of Corrections must be listed as a certificate holder on the certificate with regards to the General Commercial Liability coverage as follows:

Dept. of Corrections - State of Oregon, Attn: Purchasing Unit, 3601 State Street, Ste. 280 Salem OR 97301-5780.

3.3 CASH DISCOUNT:

If the State is entitled to a cash discount, the period of computation shall commence on the date the entire order is delivered or the date the invoice is received, whichever is later.

3.4 TERMINATION:

This Contract may be terminated by mutual consent of both parties or by the State at its discretion. The State may cancel an order for Goods at any time with written notice to Contractor, stating the extent and effective date of termination. Upon receipt of this written notice, Contractor shall stop performance under this Contract as directed by the State. If this Contract is so terminated, Contractor shall be paid in accordance with the terms of the Contract for Goods delivered and accepted if Contractor's damages arising out of return of the Goods cannot be mitigated by the resale as provided in the Uniform Commercial Code (ORS 72.7060).

3.4.1 REMEDIES:

3.4.1.1 State's Remedies: In the event Contractor is in default under Section 3.24, in addition to the remedies afforded elsewhere herein, ODOC may, at its option, pursue any or all of the remedies available to it under the Awarded ITB and at law or in equity, including, but not limited to:

a) Termination of this Contract pursuant to Section 3.4;

b) Withholding all monies due invoiced for Goods and Services that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

c) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief;

d) Exercise of its right of setoff, and withholding of monies otherwise due and owing in an amount equal to ODOC’s setoff, without penalty;

e) These remedies are cumulative to the extent the remedies are not inconsistent, and ODOC may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that Contractor was not in default the rights and obligations of the parties shall be the same as if this Contract was terminated pursuant to Section 3.4.

3.4.1.2 Contractor's Remedies: In the event ODOC terminates the Contract, Contractor's sole remedy shall be (a) A claim against ODOC for the unpaid price for any Goods delivered and accepted by ODOC (b) with respect to Services compensable on an hourly basis, a claim against ODOC for unpaid invoices, hours worked but not yet billed and authorized expenses for Services completed and accepted by ODOC (c) with respect to deliverable-based Services, a claim against ODOC for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by ODOC, less previous amounts paid and any claim(s) which State has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to ODOC upon written demand.

3.5 FORCE MAJEURE:

Neither party to this Contract shall be held responsible for delay or default caused by fire, riot, acts of God and/or war, which is beyond the party's reasonable control. The State may terminate this Contract upon written notice after determining such delay or default will reasonably prevent successful performance of this Contract.

3.6 BREACH OF CONTRACT:

Should Contractor breach any of the provisions of this Contract, including but not limited to a violation of Section 2.3.2.9 or a failure to comply with Section 3.25, the State reserves the right to cancel this Contract upon written notice to Contractor. Contractor shall be liable for any and all damages suffered by the State as the result of Contractor's breach of Contract including but not limited to incidental and consequential damages, as provided in ORS 72.7110 to 72.7170.

3.7 HOLD HARMLESS:

Contractor shall indemnify, defend and hold harmless the State and its divisions, officers, employees, agents and members, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this Contract. Contractor shall have control of the defense and settlement of any claim that is subject to this section. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the state of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without first receiving from the Oregon Attorney General, in a form and manner determined appropriate by the Attorney General, authority to act as legal counsel for the State of Oregon, nor shall Contractor settle any claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement in the event that the State of Oregon determines that Contractor is prohibited from defending the State of Oregon, or is not adequately defending the State of Oregon’s interests, or that an important governmental principle is at issue and the State of Oregon desires to assume its own defense.

3.8 ACCESS TO RECORDS:

The Contractor shall maintain all fiscal records relating to this Contract in accordance with generally accepted accounting principles and shall maintain any other records relating to this Contract in such a manner as to clearly document Contractor's performance hereunder. The State and its agencies, the Secretary of State Audits Division, the federal government and their duly authorized representatives shall have access to such fiscal records and to all other books, documents, papers, plans and writings of Contractor which relate to this contract, to perform examination, and audits and make excerpts and transcripts.

3.9 AMENDMENTS:

The terms of this Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the State.

3.10 SEVERABILITY:

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with the law, the validity of the remaining terms and provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held invalid.

3.11 WAIVER:

Failure of the State to enforce any provision of this Contract shall not be a waiver or relinquishment by the State of its right to such performance in the future nor of the right to enforce any other provisions of this Contract.

3.12 GOVERNING LAW; JURISDICTION, VENUE:

This Contract shall be governed and construed in accordance with the laws of the State of Oregon, without resort to any jurisdiction's conflict of laws rules or doctrines. Any claim, action, suit, or proceeding (collectively, "the claim”) between the State (and/or any other agency or department of the State of Oregon) and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. Provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the State of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to claims or jurisdiction based thereon.

3.13 ASSIGNMENT/SUBCONTRACT/SUCCESSORS:

Contractor shall not assign, sell, transfer, or subcontract rights or delegate responsibilities under this Contract in whole or in part, without the prior written approval of the State. No such written approval shall relieve Contractor of any obligations of this Contract, and any transferee or subcontractor shall be considered the agent of Contractor. Contractor shall remain liable to the State under the Contract as if no such assignment, transfer, or subcontract had occurred. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties to the Contract and their respective successors and assigns.

3.14 COMPLIANCE WITH APPLICABLE LAWS:

Contractor shall comply with all federal,…