CN1057N Bread Products.doc

PAGE 11 RFB NO. CN1057N

OFFEROR:

ONSLOW COUNTY SCHOOLS

PROCUREMENT & MATERIALS MANAGEMENT DEPARTMENT

200 Broadhurst Road, Jacksonville, NC 28540

P. O. Box 99, Jacksonville, North Carolina 28541-0099

Phone (910) 455-2211 Fax (910) 455-1548 April 23, 2024

REQUEST FOR BID

BREAD PRODUCTS

Offeror:

Attention:

Contract Specialist

Address:

Director of Child Nutrition

NOTICE TO OFFEROR

Sealed Bids, subject to the conditions made a part hereof, will be received at this office until, but not later than 2 o'clock p.m., on the date referenced above, for furnishing the supplies, materials and/or services, as described herein. Refer to Instructions for Response, Item 10 for proper mailing instructions.

Bids and/or addenda submitted via E-Mail or facsimile (FAX) machine in response to this Request for Bid will not be acceptable. Bids may be subject to rejection unless submitted on this form.

EXECUTION

In compliance with this Request for Bid, and subject to all the conditions herein, the undersigned offers and agrees to furnish and deliver any or all items or services upon which prices are offered, at the prices set opposite each item or service within the time specified herein. By executing this document, I certify that this bid is submitted competitively and without collusion (G.S. 143-54), that none of our officers, directors, or owners of an unincorporated business entity have been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S. 143-59.2), and that we are not an ineligible vendor as set forth in G.S. 143-59.1. False certification is a Class I felony. Failure to execute/sign offer prior to submittal may render bid invalid. Late submittals are not acceptable.

If you desire to "no bid" this requirement, sign and return only this page, check appropriate box(es).

( ) NO BID ( ) REMOVE FROM MAILING LIST

Offer valid for 45 days from date of opening unless otherwise stated here: ______________days (See Instructions for Response, Item 8) Prompt Payment Discount:_____________% ______________days (See Instructions for Response, Item 9)

ACCEPTANCE OF BID

If any or all parts of this bid are accepted by Onslow County Schools, an authorized representative of the School System shall affix their signature hereto and this document and the provisions of the Instructions for Response, the special terms and the conditions specific to this Request for Bid, the specifications, and the Onslow County Schools General Contract Terms and Conditions shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful offeror(s).

FOR ONSLOW COUNTY SCHOOLS USE ONLY

Offer accepted and contract awarded this _____________day of ________________, 20_____, as indicated on attached certification, by ____________________________________________(Authorized representative of Onslow County Schools)

Director, Procurement & Materials Management

INSTRUCTIONS FOR RESPONSE

1. READ, REVIEW AND COMPLY: It shall be the offeror’s responsibility to read this entire document, review all enclosures and attachments, and comply with all requirements specified herein.

2. NOTICE TO OFFERORS:

All responses are subject to the provisions of the Instructions for Response, special terms and conditions specific to this Request for Bid, the specifications, and the Onslow County Schools General Contract Terms and Conditions.

Onslow County Schools object to and will not evaluate or consider any additional terms and conditions submitted with a response. This applies to any language appearing in or attached to the document as part of the offeror’s response. DO NOT ATTACH ANY ADDITIONAL TERMS AND CONDITIONS.

By execution and delivery of this document, the offeror agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect.

3. DEFINITIONS:

OFFEROR: Company, firm, corporation, partnership, individual, etc., submitting a response to a Request for Quote.

TERM CONTRACT: A contract generally intended to cover all normal requirements for a commodity for a specified period of time based on estimated quantities only.

4. RECEIPT OF BIDS: Bids shall be received in strict accordance with requirements of the General Statutes of North Carolina.

5. BID EVALUATION: The award of the contract will be made as soon as practical to the Vendor whose bidl is shown to be most advantageous to Onslow County Schools. Before awarding a contract the District may require additional information or presentation by proposer to substantiate Vendor’s responsibility.

6. EXECUTION: Failure to sign under EXECUTION section may render response invalid.

7. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this bidl, the order of precedence shall be (1) special terms and conditions specific to this request, (2) specifications, (3) Onslow County Schools General Contract Terms and Conditions, and (4) Instructions for Response.

8. TIME FOR CONSIDERATION: Unless otherwise indicated on the first page of this document, the offer shall be valid for a minimum of 45 days from the date of bidl due date. Preference may be given to offers allowing not less than 45 days for consideration and acceptance.

9. PROMPT PAYMENT DISCOUNTS: Offerors are urged to compute all discounts into the price offered. If a prompt payment discount is offered, it will not be considered in the award of the contract except as a factor to aid in resolving cases of identical prices.

10. MAILING INSTRUCTIONS:

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

It is desirable that all responses meet the following requirements:

· All copies are printed double sided.

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

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

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

Mail only one fully executed response document, unless otherwise instructed, and only one response per envelope. Address envelope and insert RFB number as shown below. It is the responsibility of the offeror to have the response in this office by the specified time and date of opening.

DELIVERED BY US POSTAL SERVICE

DELIVERED BY ANY OTHER MEANS

PROCUREMENT DEPARTMENT

PROCUREMENT DEPARTMENT

P. O. BOX 99

200 BROADHURST ROAD

JACKSONVILLE, NC 28541-0099

JACKSONVILLE, NC 28540

11. TABULATIONS: Tabulations of bids and award information can be obtained by calling the purchaser listed on the first page of this document.

12. SPECIFICATIONS: Any deviation from specifications indicated herein must be clearly pointed out; otherwise, it will be considered that items offered are in strict compliance with these specifications, and offeror will be held responsible therefore. Deviations shall be explained in detail. The offeror shall not construe this paragraph as inviting deviation or implying that any deviation will be acceptable.

13. INFORMATION AND DESCRIPTIVE LITERATURE: Offeror is to furnish all information requested and in the spaces provided in this document. Further, if required elsewhere in this request, each offeror must submit with their response sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous offer will not satisfy this provision. Responses which do not comply with these requirements may be subject to rejection.

14. RECYCLING AND SOURCE REDUCTION: It is the policy of Onslow County Schools to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable, and less toxic to the extent that the purchase or use is practicable and cost-effective.

We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The company remains responsible for providing packaging that will protect the commodity and contain it for its intended use.

Companies are strongly urged to bring to the attention of purchasers those products or packaging they offer which have recycled content and that are recyclable.

15. CLARIFICATIONS/INTERPRETATIONS: Any and all questions regarding this document must be addressed to the purchaser named on the cover sheet of this document. Do not contact the user directly. Any and all revisions to this document shall be made only by written addendum. The offeror is cautioned that the requirements of this bid can be altered only by written addendum and that verbal communications from whatever source are of no effect.

16. ACCEPTANCE AND REJECTION: Onslow County Schools reserves the right to reject any and all responses, to waive any informality in the process and, unless otherwise specified by the offeror, to accept any item in the quote. If either a unit price or extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded.

17. REFERENCES: Onslow County Schools reserves the right to require a list of users of the exact item offered. Onslow County Schools may contact these users to determine acceptability of the response. Such information may be considered in the evaluation of the bid.

18. TAXES:

FEDERAL: All agencies participating in this contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the contractor will be executed and returned by the using agency.

OTHER: Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue.

19. AWARD OF CONTRACT: As directed by statute, qualified responses will be evaluated and acceptance may be made of the lowest and best response most advantageous to Onslow County Schools as determined upon consideration of such factors as: prices offered; the quality of the articles offered; the general reputation and performance capabilities of the offerors; the substantial conformity with the specifications and other conditions set forth in the bid; the suitability of the articles for the intended use; the related services needed; the date or dates of delivery and performance; and such other factors deemed by Onslow County Schools to be pertinent or peculiar to the purchase in question. Unless otherwise specified by Onslow County Schools or the offeror, Onslow County Schools reserves the right to accept any item or group of items on a multi-item request.

In addition, on TERM CONTRACTS, Onslow County Schools reserves the right to make partial, progressive or multiple awards: where it is advantageous to award separately by items; or where more than one supplier is needed to provide the contemplated requirements as to quantity, quality, delivery, service, geographical areas; other factors deemed by Onslow County Schools to be pertinent or peculiar to the purchase in question.

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

21. CONFIDENTIAL INFORMATION: As provided by statute and rule, Onslow County Schools will consider keeping trade secrets which the offeror does not wish disclosed confidential. Each page shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the offeror. Cost information shall not be deemed confidential. In spite of what is labeled as a trade secret, the determination whether it is or not will be determined by North Carolina law.

22. SAMPLES: Sample of items, when required, must be furnished as stipulated herein, free of expense, and if not destroyed will, upon request be returned at the offeror’s expense. Request for the return of samples must be made within 10 days following date of response opening. Otherwise the samples will become School property. Each individual sample must be labeled with the offeror’s name, RFB number, and item number. A sample on which an award is made, will be retained until the contract is completed, and then returned, if requested, as specified above.

23. PROTEST PROCEDURES: When an offeror wants to protest a contract awarded by Onslow County Schools resulting from this solicitation, they must submit a written request to the Director of Procurement & Materials Management, Onslow County Schools, 200 Broadhurst Road, Jacksonville, NC 28540. This request must be received in the Onslow County Schools’ Purchasing Department within ten (10) consecutive calendar days from the date of the contract award. Protest letters must contain specific reasons and any supporting documentation for the protest. Note: Contract award notices are sent only to those actually awarded contracts, and not to every person or firm responding to this solicitation. Contract status and Award notices are available by contacting the Onslow County Schools’ Purchasing Department at (910) 455-2211. All protests will be handled pursuant to the North Carolina Administrative Code, Title 1, Department of Administration, Chapter 5, Purchase and Contract, Section 5B.1519.

24. MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns, and the singular of any word or phrase shall be read to include the plural and vice versa.

25. RECIPROCAL PREFERENCE: G.S. 143-59 establishes a reciprocal preference law to discourage other states from applying in-state preferences against North Carolina’s resident proposers. The “Principal Place of Business” is defined as the principal place from which the trade or business of the proposer is directed or managed.

26. ADDENDA: Any addenda to specifications issued during the time of solicitation are to be considered covered in the bid and in closing a contract they will become a part thereof. All addenda shall be acknowledged by the proposer(s) on the bid form.

27. E-VERIFY: Contractor shall comply with the requirements of Article 2 of Chapter 64 of the NC General Statutes. Further, if Contractor utilizes a subcontractor, Contractor shall require the subcontractor to comply with the requirements of Article 2 of Chapter 64 of the NC General Statutes.

28. Iran Divestment Act Certification: Contractor hereby certifies that Contractor, and all subcontractors, are not on the Iran Final Divestment List (“List”) created by the North Carolina State Treasurer pursuant to N.C.G.S. 143-6A-4. Contractor shall not utilize any subcontractor that is identified on the List.

REQUIREMENTS

USER: Onslow County Schools

ATTENTION: E-Procurement rules WILL apply for Registered E-Procurement Vendors only. Reference the General Contract Terms and Conditions, paragraphs 18 and 19.

BRAND SPECIFIC: Manufacturer's name and product description used in this solicitation are intended to communicate qualities, functions and characteristics of items desired. The items offered in response to this solicitation must be of equal quality to the manufacturer and type specified. If you have any questions, please call the purchaser listed on the first page.

TRANSPORTATION CHARGES: FOB Destination. Freight charges must be included in the price of each item listed, not listed as a separate item.

USAGE AND DURATION: : This bid is intended to cover our normal requirements for bread products for the period from Date of Award through July 30, 2025. This contract may be extended, at the option of Onslow County Schools, for an additional period of four (4) years, renewable every year. No minimum or maximum bread products or volumes are implied or guaranteed herein. While it is not contemplated that any abnormal requirements will develop, however, if such should occur, Onslow County Schools reserves the right to call for separate bids. It shall be understood that any contract established as a result of this Request for Bid will not obligate the Onslow County Schools to receive any quantity in excess of actual requirements. The quantities shown are estimates and result from actual historic tabulation.

OPTIONAL INSTALLATION REQUIREMENTS (if applicable): Awarded Vendor shall be responsible for installing, inspecting, and leaving the items ready for use, and removing all empty shipping cartons from school property. Optional Installation Charges shall be listed as a separate item.

DELIVERY: Deliveries for summer programs and Early College will have staggered starting and ending dates. The School Nutrition Department will notify vendors of start and end dates of the varied school programs and the week of August 19, 2024 for all other schools. State here whether this requirement can be met: yes/no____________. If this requirement cannot be met, delivery will start on ___________________________. Onslow County Schools reserves the right to evaluate delivery offered as a factor in determining the award of the proposed contract.

If the vendor is delivering products out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan MUST carry or have timely access to all awarded items and MUST be able to respond to orders in a timely manner. Unless otherwise specified in this RFB, product substitutions are not allowed, and the involvement of multiple distribution centers will not be construed as to alter the restrictions against product substitutions. In the event the vendor uses multiple distribution centers, the OCS will have ONE CONTACT PERSON for overall Contract management relative to any Contract resulting from any award under this RFB, and the OCS WILL NOT be required to deal with multiple Contacts for overall contract management.

When the needs of the OCS require immediate response, the right to pick up products awarded under this RFB on an “over the counter” basis must be available for the majority of the items awarded to a vendor. Under such circumstances, the OCS’s personnel may pick up products at the vendor’s warehouse location at the agreed-upon price with no minimum purchase required.

NOTE:

ONSLOW COUNTY SCHOOLS RESERVES THE RIGHT TO ADJUST QUANTITIES UP OR DOWN AT THE UNIT

PRICE AS BUDGETED FUNDS MAY ALLOW OR REQUIRE.

ONSLOW COUNTY SCHOOLS ALSO RESERVES THE RIGHT TO AWARD CONTRACT ON A SPLIT ORDER

BASIS OR LUMP SUM BASIS IF IT IS IN OUR BEST INTEREST.

ALL MATERIALS SHOULD BE NEW AND CURRENT UNLESS OTHERWISE STATED.

INFORMATION REQUIRED WITH BID:

a. Submit complete descriptive literature and specification on all items offered. Bids which fail to comply will be subject to rejection.

b. Submit a sample of the bread products with the bid. Bids which fail to comply will be subject to rejection.

c. Submit a copy of your latest sanitation inspection of the plant must be provided with your bid. Bids which fail to comply will not be accepted.

d. Submit HACCP (Hazard Analysis Critical Control Point) plan summary describing on site santication and safety practices that meet federal regulations, evidence of insurance, nutrition labels, and the plant’s food recall procedures with the bid.

BREAD PRODUCTS:

Describe any side panel promotions that are available:

FURNISH, DELIVER, INSTALL, AND LEAVE READY FOR USE THE FOLLOWING ITEMS:

Quantity Unit Cost Extended Cost

Sliced, 51% Whole Grain Rich

100-200 calories with no more than 1 g saturated fat per serving.

No more than 300 mg of sodium per serving. One portion must provide a minimum of 2 ounces of equivalent grains.

1. 2

Hot Dog Buns 6", Sliced, Whole Grain Rich

100-200 calories with no more than 1 g saturated fat per serving.

No more than 350 mg of sodium per serving. One portion must provide a minimum of 2 ounces of equivalent grains.

Sliced, Whole Grain Rich

100-200 calories with no more than 1 g saturated fat per serving.

No more than 160 mg of sodium per serving. One portion must provide a minimum of 2 ounces of equivalent grains.

Sliced, Whole Grain Rich

100-200 Calories with no more than 1 g saturated fat per serving.

No more than 300 mg sodium per serving. One portion to provide a minimum of 1 ounce of equivalent grains.

TOTAL COST (ITEMS 1-4)

SCOPE OF WORK AND SPECIFICATIONS

1. SCOPE: It is the intent of this bid invitation to obtain contract bids for bread products for all the Onslow County Board of Education's Subsidiaries, Institutions, and Schools on an as needed basis. All products and/or services rendered by the vendor must meet all requirements of this invitation and be completely satisfactory to using agencies. It is our intent to award the entire contract to a single vendor.

2. BONDS: NO Bid Bonds or Performance Bonds will be required for this project as the Terms and Conditions might require. Insurance certificates are required as the Terms and Conditions require.

3. PROJECT COORDINATOR: The Child Nutrition Director will be the project coordinator for the duration of this contract. The Child Nutrition Director can be contacted at (910) 455-2211 ext. 71550.

4. PRICES: Prices quoted shall be net, including transportation and delivery charges. Prices shall be firm and not subject to adjustment for the bid period. If for any reason, the successful bidder cannot handle deliveries to all the school cafeterias, the bid will be awarded to another bidder. (Subcontracting is not permissible).

5. DECIMALS: All costs bid that involve decimals shall be treated as follows:

a. Unit Cost: The unit cost shall consist of no less than two (2) and no more than four (4) decimals places (Examples .12, .123, .1234). If a unit cost is submitted with more than four (4) decimal places, the decimal places beyond the fourth (4th) shall be ignored and not utilized in any way.

b. Extended Cost: The extended cost derived from a computation of the estimated quantity and the unit cost shall consist of two (2) decimals places. Bidders shall round the extended cost to the nearest hundredths decimal placement. (Example: estimated quantity 325 x unit cost .1234 = 40.11). In rounding the extended costs to the nearest hundredth decimal place, vendors shall round up for numbers .0050 to .0099. Vendors shall round down for numbers .0001 to .0049.

c. Total Cost: The total cost shall be the sum of the extended costs and shall consist of two (2) decimal places.

d. Onslow County Schools shall verify the calculations according to the above procedures. In the event of a mathematical error in the computation of the extended cost, the Onslow County School System will rely upon its own calculation applying the above procedures.

6. DELIVERIES:

a. A copy of the delivery code for each product awarded will be furnished to the Onslow County Child Nutrition Director by the successful bidder.

b. Deliveries shall be required to all sites as listed as “School Sites”.

c. Most sites require delivery ten (10) months per year. Summer School sites may require deliveries an additional month.

d. Deliveries shall be made in accordance with individual school manager’s work hours.

e. The frequency of delivery shall be daily, Monday – Friday between the hours of 7:00 a.m. – 1:30 p.m. of each week to all sites. Alternate arrangements will be made for Holiday weeks.

f. Holiday Delivery: A holiday shall be defined as any week that has less than five (5) school days. If a holiday falls on a scheduled delivery day, the delivery shall be made on the day before or after the holiday. School calendar enclosed.

g. The successful bidder shall be responsible for the merchandise until it has been delivered to the designated point.

h. All bread products covered by this contract are to be processed and delivered under the most sanitary conditions.

i. The plant must obtain a superior approval rating from the state and local Boards of Health. A copy of your latest sanitation inspection of the plant must be provided with your bid.

j. All bread products are to be kept at proper temperature during and after delivery.

k. Refrigerated trucks or other means of refrigeration must be used to keep products in perfect condition.

l. All bread products will have at least a five-day shelf life at the time of delivery, determined by code or date on the packages, whichever system the successful bidder uses.

m. All containers must be clean and delivered in sturdy baskets free from rust.

n. Deliveries are to be neatly placed at each delivery site.

o. Crates must be sturdy, clean of all visible dirt and debris, odor free, good repair, and no potential pest infestation. Cafeteria Managers have the right to refuse any that do not meet this standard.

p. If this practice cannot be followed satisfactorily, the individual units must be stacked neatl.

q. Drivers and helpers shall deliver merchandise into designated storage areas (dry, chilled, frozen). Drivers and helpers will be required to stock merchandise on shelves. Drivers and helpers will be required to rotate stock.

r. Drivers and helpers shall request the authorized school receiver, or the designated representative, to verify the accuracy of quantities of each item, brand and code numbers of each item, and the condition of merchandise. Each delivery ticket shall be signed by a designated school receiver. Variations on the norm, i.e. shortages, damages etc., shall be noted on each ticket by the designated school receiver. The contractor shall not be required to issue credits for errors prior to the time of delivery.

s. Damaged and partially filled containers must not be used at any time.

t. Damaged or open packages will be returned for credit.

u. Credit for all such bread is to be noted on a credit slip.

7. PAYMENTS: Two (2) signed invoices are to be left with each school upon delivery. Onslow County Schools’ method of payment to vendors is by individual invoice. Therefore, vendors must have invoice numbers in which six (6) digits in the numbering sequence would not reoccur for a two-year period. All invoices for products received and inspected by the last working day of the month will be paid by the 15th of the next month.

8. TERMINATION OF CONTRACT:

a. The Onslow County Schools may terminate the contract, if the successful contractor fails to perform at the level specified in the contract document. The successful contractor may terminate the contract, if the Onslow County Schools fails to meet the specified payment terms. Each party shall follow the procedures outlined below, if a contract is to be terminated:

Step 1 - Issue warning letter and outline violation(s) and length of time to correct the problem.

Step 2 - Issue letter of intent to cancel contract, if the problem is not resolved by a given date.

Step 3 - Issue letter to cancel contract.

b. If the contractor wishes to terminate the contract, Onslow County Child Nutrition officials must receive written notification forty-five (45) days prior to the actual termination. All active Purchase Orders will be filled prior to the termination of the contract.

c. In the event that the physical facilities of the contractor are destroyed makes performance under terms of this contract impossible, the contractor will not be held liable by the Onslow County Schools.

9. BUYER CONTRACTOR RELATIONSHIP: Under arrangements of this contract, it is the contractor’s responsibility to “look out” for the interest of the Onslow County Schools with respect to the following:

a. Interface with packers on problems relating to product pack and quality.

b. Maintain a constant search for substitute items that offer better values.

c. Promote the introduction of new items, either by packer or distributor representative.

10. ADDITIONAL TERMS AND CONDITIONS:

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

b. By signing this document the contractor certifies that this bid is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a bid for the same materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. The contractor certifies that collusive bidding is a violation of federal law and can result in fines, prison sentences and civil damage awards.

11. PRODUCT SPECIFICATIONS:

a. All food products supplied by the Vendor awarded the Contract will comply with Standards of Identity,Quality and fill as described in 21 CFR Part 100 of the Food, Drug and Cosmetic Act regulations.

b. All packages must list the nutrients and potential allergens.

12. UNITS:

a. See page 6 for unit sizes.

13. STATE STANDARDS: North Carolina State standards must be maintained during the contract period for all items listed. The Health Department is to take periodic samplings of daily products delivered. Any deviation from specifications will require replacement or price adjustment.

14. QUALITY: Unless otherwise indicated in the RFB, all items proposed must be new and in highest quality condition and must conform to the highest standards of manufacturing practice, including containers suitable for shipment and storage. Unless otherwise requested, the OCS will not accept “factory seconds” or otherwise inferior goods, and reserves the right to return any such item(s) within (30) days of receipt at vendor’s expense.

15. PRODUCT INSPECTION, TESTING, AND DEFECTIVE ITEMS

All products supplied under this contract should arrive in the best possible condition and will be subject to inspection, testing, and approval by the OCS. Tests may be performed on any samples submitted as part of the bid or evaluation process, or on samples taken from any regular shipment. In the event any product tested fails to meet or exceed all requirements of the bid item specifications or the General Terms and Conditions of the RFB, the cost of the samples used and the cost of the testing shall be borne by the supplier, and upon notification to the vendor, the defective product(s) will be picked up and replaced by the vendor. Repeated incidents of delivery of products that fail to pass product inspection and/or testing by a vendor will warrant cancellation of the Contract in addition to the remedies outlined above. Furthermore, future business from the OCS could be jeopardized.

Products damaged in shipment will be considered as defective products and will be subject to the same remedies outlined above.

The failure of any consumable products (food items) to meet specifications or acceptable chemical or bacterial levels may result in cancellation of the contract in addition to the remedies outlined above.

Furthermore, future business from the OCS could be jeopardized. All products in the OCS’s warehouse at the time of any such cancellation must be picked up and credit issued to the OCS. Latent defects discovered after delivery and acceptance of any products may result in revocation of the acceptance.

The OCS shall have access to any supplier’s place of business during normal business hours for the purpose of inspecting merchandise.

SCHOOL NUTRITION DEPARTMENT PERSONNEL

Phone: 910-455-2211 Delays/Closings: 910-989-2211 Fax: 910-989-2008

Onslow Co Bd.of Ed.Toll Free: 1-888-274-7740 Meals Plus Help:1-800-541-8999 IT Help Desk: 71855

Nicholas Brown, WH Driver

ONSLOW COUNTY SCHOOLS (“the District”)

GENERAL CONTRACT TERMS AND CONDITIONS

1. PERFORMANCE:

a) It is anticipated that the tasks and duties undertaken by the Vendor under the contract which results from the Onslow County Schools’ solicitation in this matter (Contract) shall include Services, and/or the manufacturing, furnishing, or development of goods and other tangible features or components, as deliverables.

b) Except as provided herein, and unless otherwise mutually agreed in writing prior to award, any deliverables not subject to an agreed Vendor license and provided by Vendor in performance of this Contract shall be and remain property of Onslow County Schools. During performance, Vendor may provide proprietary components as part of the deliverables that are identified in this Contract. Vendor grants Onslow County Schools a personal, permanent, non-transferable license to use such proprietary components of the deliverables and other functionalities, as provided under this Contract. Any technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to Onslow County Schools shall be and remain the property of the Vendor or such other party, respectively. Vendor agrees to perform under the Contract in at least the same or similar manner provided to comparable users and customers. Onslow County Schools shall notify the Vendor of any defects or deficiencies in performance or failure of deliverables to conform to the standards and specifications provided in this Contract. Vendor agrees to timely remedy defective performance or any nonconforming deliverables on its own or upon such notice provided by Onslow County Schools.

c) Vendor has a limited, non-exclusive license to access and use Onslow County Schools’ Data provided to Vendor, but solely for performing its obligations under and during this Agreement and in confidence as further provided for herein or by law.

d) Vendor or its suppliers, as specified and agreed in the Contract, shall provide support assistance to Onslow County Schools related to all Services performed or other deliverables procured hereunder during the District’s normal business hours. Vendor warrants that its support, customer service, and assistance will be performed at a minimum in accordance with generally accepted and applicable industry standards.

e) Onslow County Schools may document and consider in awarding or renewing future procurement contracts the general reputation, performance and performance capabilities of the Vendor under this Contract as provided by G.S. 143-52 and 143-135.9 (a) and (b) (Best Value).

2. DEFAULT AND TERMINATION:

In the event of default by the Vendor, Onslow County Schools may, as provided by NC law, procure goods and services necessary to complete performance hereunder from other sources and hold the Vendor responsible for any excess cost occasioned thereby. See, G.S. 25-2-712. In addition, and in the event of default by the Vendor under the Contract, or upon the Vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Vendor, the District may immediately cease doing business with the Vendor, terminate the Contract for cause, and take action to recover relevant damages, and if permitted by applicable law, debar the Vendor from doing future business with Onslow County Schools. 01 NCAC 05B.1520.

If, through any cause, Vendor shall fail to fulfill in a timely and proper manner the obligations under the Contract, including, without limitation, in these General Terms and Conditions, Onslow County Schools shall have the right to terminate the Contract by giving thirty days written notice to the Vendor and specifying the effective date thereof. In that event, any or all finished or unfinished deliverables that are prepared by the Vendor under the Contract shall, at the option of the District, become the property of Onslow County Schools (and under any applicable Vendor license to the extent necessary for the District to use such property), and the Vendor shall be entitled to receive just and equitable compensation for any acceptable deliverable completed (or partially completed at the District’s option) as to which such option is exercised. Notwithstanding, Vendor shall not be relieved of liability to Onslow County Schools for damages sustained by the District by virtue of any breach of the Contract, and the District may withhold any payment due the Vendor for the purpose of setoff until such time as the exact amount of damages due Onslow County Schools from such breach can be determined. Onslow County Schools, if insecure as to receiving proper performance or provision of goods deliverables, or if documented Vendor Services performance issues exist, under this Contract, may require at any time a performance bond or other alternative performance guarantees from a Vendor without expense to Onslow County Schools as provided by applicable law. G.S. 143-52(a); 01 NCAC 05B.1521; G.S. 25-2-609.

If this Contract contemplates deliveries or performance over a period of time, Onslow County Schools may terminate this Contract for convenience at any time by providing 30 days’ notice in writing from the District to the Vendor. In that event, any or all finished or unfinished deliverables prepared by the Vendor under this Contract shall, at the option of the District, become its property, and under any applicable Vendor license to the extent necessary for the District to use such property. If the Contract is terminated by Onslow County Schools for convenience, the District shall pay for those items or Services for which such option is exercised, less any payment or compensation previously made.

3. INTERPRETATION, CONFLICT OF TERM:

The definitions in the Instructions to Vendors in the relevant solicitation for this Contract are specifically incorporated herein.

If federal funds are involved in the transactions under this Contract, the Vendor shall comply with all applicable state and federal requirements and laws, except where State requirements are more restrictive. See the additional federal requirements included in the “Federal Funds Provisions” section below.

“Purchasing Agency” herein is as defined in 01 NCAC 05A.0112, Contracts made in contravention of General Statutes, Chapter 143, Article 3, are void. G.S. 143-58.

In cases of conflict between specific provisions in this Contract and any other referenced documents, the Order of Precedence shall be (high to low) (1) any special terms and conditions specific to this Contract, including any negotiated terms; (2) requirements, specifications and administrative terms; (3) these GENERAL CONTRACT TERMS AND CONDITIONS, including the Federal Funds Provisions; (4) Definitions and other provisions in INSTRUCTIONS TO VENDORS in this solicitation, which is specifically incorporated in this Contract; (5) PRICING, and (6) Vendor’s BId, to the extent specifically and mutually incorporated into this Contract.

In the event of conflict of terms between applicable provisions of the Federal Funds Provisions and the other provisions of these North Carolina General Contract Terms and Conditions, the more restrictive provision will govern.

4. TERMINATION FOR NON-APPROPRIATION OF FUNDS: Notwithstanding any other provision of this contract, Onslow County Schools shall not be obligated for Vendor/Contractor’s performance hereunder or by any provision of this contract during any of Onslow County Schools’ future fiscal years unless and until the Board of Education appropriates funds for this contract in the Onslow County Schools’ budget for each such future fiscal year. In the event that funds are not appropriated for this contract, this contract shall terminate effective June 30 of the last fiscal year for which funds were appropriated. Onslow County Schools shall notify Vendor/Contractor in writing of any such non-appropriation of funds at the earliest possible date.

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

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

b) The agency(ies) participating in the Contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the Vendor will be executed and returned by the using agency.

c) Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue.

6. SITUS AND GOVERNING LAWS:

a) This Contract is made under and shall be governed by and construed in accordance with the laws of the State of North Carolina, including, without limitation, the relevant provisions of G.S. Chapter 143, Article 3, and the Rules in 01 NCAC Chapter 05, and any applicable successor provisions, without regard to its conflict of laws rules, and within which State all matters, whether sounding in Contract, tort or otherwise, relating to its validity, construction, interpretation and enforcement shall be determined. G.S. 22B-3.

b) Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and its performance in accordance with the Contract, including those of federal, state, and local agencies having jurisdiction and/or authority, and including, without limitation, the applicable requirements in the Federal Funds Provisions, below.

c) Non-resident Vendor corporations not formed under NC law must be domesticated in the Office of the NC Secretary of State in order to contract with Onslow County Schools. G.S. 55A-15-01.

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

8. NON-DISCRIMINATION COMPLIANCE:

Wholly State Funded Contracts.

a) The Vendor will take affirmative action in complying with all State requirements and laws concerning fair employment and employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or disability or rights, such as preserved by Governor Roy Cooper Order E.O. 24 or 25, and will take necessary action to ensure that its internal employee policies and procedures are consistent with Executive Order #82 (Roy Cooper, December 6, 2018), which extends workplace protections and accommodations to pregnant employees.

b) Federal Law, such as the following, applies as provided for therein: Titles VI and VII of the Civil Rights Act of 1964 (PL 88-352), and the regulations issued pursuant thereto (prohibiting discrimination on the basis race, color, national origin and ensuring that individuals are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age); Title IX of the Education Amendments of 1972 (codified as amended at 20 U.S.C. § 1681 et seq.) (prohibiting discrimination on the basis of sex); Titles I, II, III, IV, and V of the Americans with Disability Act of 1990 (prohibiting discrimination on the basis of disability); Section 504 of the Rehabilitation Act of 1973 (codified as amended at 29 U.S.C. § 794) (prohibiting discrimination on the basis of handicap); the Age Discrimination Act of 1975 (codified as amended at 42 U.S.C. § 6101 et seq.) (prohibiting age discrimination); Executive Order 11063 as amended by Executive Order 2259; and Section 109 of the Housing and Community Development Act of 1974, as amended.

Contracts Partially or Wholly Federally Funded.

To the extent federal funding is involved in this procurement, in whole or in part, compliance with the following is required:

c) The Vendor shall comply with all Federal Funds Provisions requirements (below) and not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Vendor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

d) The Vendor shall, in all solicitations or advertisements for employees placed by or on behalf of the Vendor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin:

e) The Vendor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.