CN1066N Commercial Oven.doc

PAGE 8 BID NO. CN1066N

OFFEROR:

ONSLOW COUNTY SCHOOLS

PURCHASING DEPARTMENT

200 Broadhurst Road, Jacksonville, NC 28540

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

Phone (910) 455-2211 Fax (910) 455-1548 September 24, 2024

REQUEST FOR QUOTE

Commercial Oven Offeror:

Attention:

Purchasing Agent

Address:

Child Nutrition Director

NOTICE TO OFFEROR

Proposals, subject to the conditions made a part hereof, will be received at this office until, but not later than 11 o'clock a.m., on October 9, 2024 for furnishing the supplies, materials and/or services, as described herein. Refer to Instructions for Proposals, Item 8 for proper mailing instructions.

Proposals and/or addenda submitted via E-Mail, BidNet, facsimile (FAX) machine or hand delivered in response to this Request for Proposals will be acceptable. Proposals are subject to rejection unless submitted on this form.

EXECUTION

In compliance with this Request for Bids, and subject to all the conditions herein, the undersigned offers and agrees to furnish and deliver any or all items upon which prices are bid, at the prices set opposite each item within the time specified herein. By executing this bid, 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 has 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 bid prior to submittal may render bid invalid. Late bids will not be accepted.

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 Bids, Item 6)

Prompt Payment Discount:_____________% ______________days (See Instructions for Bids, Item 7)

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 Bids, 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 BIDS

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 bids are subject to the provisions of the Instructions for Bids, special terms and conditions specific to this Request for Bids, 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 bid 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 Bids.

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. EXECUTION: Failure to sign under EXECUTION section may render bid invalid.

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

6. 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 bid opening. Preference may be given to bids allowing not less than 45 days for consideration and acceptance.

7. 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.

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

DELIVERED BY US POSTAL SERVICE

DELIVERED BY ANY OTHER MEANS

PURCHASING DEPARTMENT

PURCHASING DEPARTMENT

P. O. BOX 99

200 BROADHURST ROAD

JACKSONVILLE, NC 28541-0099

JACKSONVILLE, NC 28540

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

10. 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.

11. 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 bid, each offeror must submit with their bid sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous offer will not satisfy this provision. Bids which do not comply with these requirements will be subject to rejection.

12. 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.

13. 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.

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

15. 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 bid. Such information may be considered in the evaluation of the bid.

16. 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.

17. AWARD OF CONTRACT: As directed by statute, qualified bids will be evaluated and acceptance may be made of the lowest and best bid 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 bid.

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.

18. 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.

19. 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.

20. 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 bid opening. Otherwise the samples will become School property. Each individual sample must be labeled with the offeror’s name, bid 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.

21. PROTEST PROCEDURES: When a bidder wants to protest a contract awarded by Onslow County Schools resulting from this solicitation, they must submit a written request to the Purchasing Director, 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. Bid 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.

22. 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.

23. 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 bidders. The “Principal Place of Business” is defined as the principal place from which the trade or business of the bidder is directed or managed.

24. UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. If the source of funds for this contract is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable):

Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148);

Copeland “Anti-Kickback” Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324).

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 19 and 20.

BRAND SPECIFIC: Manufacturer's name and product description used in this solicitation are product specific. The items offered in response to this solicitation must be the manufacturer and type specified. These products are currently owned and operated by Onslow County Schools and are required for compatibility and continuity of support. If you have any questions, please call the purchaser listed on the first page.

TRANSPORTATION CHARGES: FOB Destination.

USAGE AND DURATION: : This proposal is intended to cover our normal requirements for the period from Date of Award through June 30, 2025. No minimum or maximum 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 proposals. It shall be understood that any contract established as a result of this Request for Proposal 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.

DELIVERY: Delivery is required within thirty (30) days after receipt of order. State here whether this requirement can be met: yes/no_________. If this requirement cannot be met, delivery will be made from ___________________________________________ (City & State) within ________________ consecutive days after receipt of order. Onslow County Schools reserves the right to evaluate delivery offered as a factor in determining the award of the proposed contract.

DELIVERY LOCATION:

School Nutrition Department 200 Broadhurst Road

Jacksonville, NC 28540

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: Upon request Vendor will be required to submit complete descriptive literature and specifications on all items offered. Bids which fail to comply may be subject to rejection.

Onslow County Schools is soliciting quotes for a commercial oven

Equipment needed

· Double Stack Convection Oven.

· Associated materials for installation.

Specifications

· Electric

· 5” casters

· 208 volts, 50 amp, 3 phase

· 5-6 racks per oven

· Stainless Steel

· Timer

Sub-Total

N.C. Sales Tax

Freight

Total Cost

Offeror Additional Requirements

· Awardee of this bid will be responsible for lift gate/mechanical equipment that would be needed to unload equipment from the delivery vehicle at the time of delivery.

· List the cost for equipment, warranty, and additional materials separately in the offer (itemized).

TIMELINE:

Each RFQ response should include an accurate anticipated time of delivery. For purposes of the bid submission, delivery timeline should assume a purchase date of October 9, 2024.

Accurate Estimated Delivery Date:___________________________

Do you have this item in your inventory?_______________(yes/no)

CONTRACTOR SHALL:

a. Be responsible for all accidents and damages that might occur due to his equipment or personnel while upon the grounds or buildings used or owned by the Onslow County Board of Education.

b. Be responsible for all clean up and properly dispose of all debris during and after completion of job. Debris and trash shall not be allowed to collect overnight on the site unless approved otherwise. The contractor shall remove all debris and trash from the schools as it accumulates in order that a clean appearance is maintained at all times. DEBRIS MAY NOT BE EMPTIED INTO DUMPSTERS SERVICED BY THE ONSLOW COUNTY SCHOOLS CONTRACTOR.

c. There shall be no tobacco products inside or outside of buildings, since all Onslow County Schools buildings and properties are tobacco-free. This includes but not limited to vaping, electronic cigarettes, cigarettes, chew, tobacco pouches, no tobacco products of any kind.

d. There shall be no alcoholic beverages, drugs, or firearms on any Onslow County Schools property.

e. Employees shall be skilled workers who are employees of the awarded vendor. The awarded vendor shall ascertain that all its employees abide by the following rules: They shall wear an identification badge or distinct uniform provided by the awarded vendor at all times while on the premises. They shall be of good integrity and character, and behave in a professional manner at all times while on Onslow County Schools’ property. They shall not engage in idle or unnecessary conversation with any Onslow County School student.

f. The Contractor shall work with the Onslow County Schools on each project work schedule.

g. By submission of a bid, the Contractor acknowledges that he has a complete understanding of the required scope of work, either as defined herein or described orally by the owner's designated representative.

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 Proposal, 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 proposal 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. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Vendor's legal duty to furnish information.

f) The Vendor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Vendor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

g) The Vendor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

h) The Vendor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

i) In the event of the Vendor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Vendor may be declared ineligible for further Government contracts or federally assisted construction Contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

j) The Vendor shall include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Vendor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Vendor (or herein “applicant,” as applicable in context within these Federal Funds Provisions) becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Vendor may request the United States to enter into such litigation to protect the interests of the United States.

k) The Vendor further agrees that it shall be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the Vendor so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract.

l) The Vendor agrees that it shall assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of Vendors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it shall furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it shall otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

m) The Vendor further agrees that it shall refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a Vendor debarred from, or who has not demonstrated eligibility for, Government Contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon Vendors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the Vendor agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part any relevant grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the Vendor under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such Vendor; and refer the case to the Department of Justice for appropriate legal proceedings.

9. PAYMENT TERMS: Payment terms are net not later than 30 days after receipt of a correct invoice or acceptance of goods, whichever is later. The Procuring Agency is responsible for all payments to the Vendor under the Contract.

Onslow County Schools does not agree in advance, in contract, pursuant to Constitutional limitations, to pay costs such as interest, late fees, penalties or attorney’s fees. This Contract will not be construed as an agreement by Onslow County Schools to pay such costs and will be paid only as ordered by a court of competent jurisdiction.

10. CONDITION AND PACKAGING: Unless otherwise expressly provided by special terms and conditions or specifications in the Contract or by express, specific federal law or rule, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose, is newly manufactured, and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment.

11. STANDARDS (if applicable): All manufactured items and/or fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving a connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate state inspector which customarily requires the label or re-examination listing or identification marking of the appropriate safety standard organization; such as the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and /or National Electrical Manufacturers’ Association for electrically operated assemblies; or the American Gas Association for gas operated assemblies, where such approvals of listings have been established for the type of device offered and furnished. Further, all items furnished shall meet all requirements of the Occupational Safety and Health Act (OSHA), and state and federal requirements relating to clean air and water pollution.

The complete product(s) offered herein, and NOT merely its component parts or subsystems, must comply with the above requirement for safety listing. Having the appropriate certification or safety label affixed to any device delivered pursuant to this solicitation, under the conditions described above, is a material condition of any contract awarded as a result of this solicitation. All costs for product and industry certifications and listings, and any other actions required to supply conforming products to Onslow County Schools as described in this RFQ, are the sole responsibility of the Vendor. The certifications or safety label shall be affixed and be visible on the OUTSIDE of all products that require a certification or safety label in order to pass the State Quality Acceptance Inspection.

12. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY: Vendor shall hold and save Onslow County Schools, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any Services or copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with the Contract.

a) Vendor warrants to the best of its knowledge that:

i. Performance under the Contract does not infringe upon any intellectual property rights of any third party; and

ii. There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party.

b) Should any deliverables supplied by Vendor become the subject of a claim of infringement of a patent, copyright, trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the District the right to continue using the deliverables, or replace or modify the same to become non-infringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected deliverables and refund any sums the District has paid Vendor for such deliverables and make every reasonable effort to assist Onslow County Schools in procuring substitute deliverables. If, in the sole opinion of the District, the cessation of use by Onslow County Schools of any such deliverables due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the District shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums Onslow County Schools paid for unused Services or other deliverables.

c) The Vendor, at its own expense, shall defend any action brought against Onslow County Schools to the extent that such action is based upon a claim that the deliverables supplied by the Vendor, their use or operation, infringe on a patent, copyright, trademark or violate a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the District in any such action. Such defense and payment shall be conditioned on the following:

i. That the Vendor shall be notified within a reasonable time in writing by Onslow County Schools of any such claim; and

ii. That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that Onslow County Schools shall have the option to participate in such action at its own expense.

d) Vendor will not be required to defend or indemnify Onslow County Schools to the extent any claim by a third party against the District for infringement or misappropriation results solely from the District’s material alteration of any Vendor-branded deliverables or Services, or from the continued use of the Services or other deliverables after receiving written notice from the Vendor of the claimed infringement.

13. ADVERTISING: Vendor agrees not to use the existence of the Contract or the name of Onslow County Schools as part of any commercial advertising or marketing of products or Services except as provided in 01 NCAC 05B.1516. A Vendor may inquire whether the District is willing to be included on a listing of its existing customers.

14. ACCESS TO PERSONS AND RECORDS: During, and after the term hereof during the relevant period required for retention of records by State law (G.S. 121-5, 132-1 et seq., typically five years), the State Auditor and any Purchasing Agency’s internal auditors shall have access to persons and records related to the Contract to verify accounts and data affecting fees or performance under the Contract, as provided in G.S. 143-49(9). However, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the such retention of records period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the record retentions period, whichever is later.

15. ASSIGNMENT OR DELEGATION OF DUTIES: As a convenience to the Vendor, Onslow County Schools may include any person or entity designated by the Vendor in writing as a joint payee on the Vendor’s payment check. In no event shall such approval and action obligate Onslow County Schools to anyone other than the Vendor.

If Vendor requests any assignment, or delegation of duties, the Vendor shall remain responsible for fulfillment of all Contract obligations. Upon written request, Onslow County Schools may, in its unfettered discretion, approve an assignment or delegation to another responsible entity acceptable to the District, such as the surviving entity of a merger, acquisition or a corporate reorganization if made as part of the transfer of all or substantially all of the Vendor’s assets. 01 NCAC 05B.1507. Any purported assignment or delegation made in violation of this provision shall be void and a material breach of the Contract. G.S. 143-58.

16. INSURANCE: This section provides minimum insurance coverage rates that are applicable to most moderate risk solicitations. Agency Risk Analysis will determine if higher insurance coverage amounts are needed based on the likelihood and severity of exposure to Onslow County Schools. The analysis is documented in writing in the official file and considers the following non-exclusive factors:

1. Potential for damage to District property or property of a third party,

2. Potential for bodily injury to District employees or third parties,

3. Whether Vendor will transport District property, clients, or employees,

4. Use of a vehicle to accomplish the work or to travel to or from District locations,

5. Anticipated physical contacts of the Vendor with the District,

6. Anticipated number and activity of Vendor personnel within the District, and

7. Any other unique considerations that could result in harm, bodily injury, or property damage.

Onslow County Schools has specified elsewhere in this Contract any increase in the minimum insurance coverage requirements below if the risk from the above factors is high.

a) REQUIREMENTS - Providing and maintaining adequate insurance coverage is a material obligation of the Vendor and is of the essence of the Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the NC Commissioner of Insurance to do business in North Carolina. The Vendor shall always comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or the Contract.