ESBD_420409_1747343024136_2025-01_RFP_Kitchen Equipment.pdf

May 28, 2025

Life School is accepting proposals for: RFP 2025-01: Kitchen Equipment

Life School is soliciting proposals for products to be provided during school year 2024-2025 / 2025-2026, effective June

5, 2025 – June 30, 2026. Life School will receive bids through email at kay.bateman@lifeschools.net, or printed and dropped off at 132 E. Ovilla Road, Suite A., Red Oak, TX 75154.

All required documents can be picked up at Life School, 132 E. Ovilla Road, Suite A, Red Oak, TX 75154 or a request for an electronic copy can be requested at kay.bateman@lifeschools.net. The documents are also posted with the ad on

ESBD.

Schedule:

Pre-Bid Bidder’s Conference: Tuesday, June 03, 2025, from 9:00 am – 9:45 am (CST)

Bid Opens: Wednesday, June 04, 2025, at 8:00 am (CST)

Legal Notices: Life School advertises in the Dallas Morning News for 2 consecutive weeks beginning the week of the release date and week after.

Wednesday, May 28, 2025, and Thursday, June 05, 2025

It will also be published on the https://www.txsmartbuy.com/esbd website.

Wednesday, May 28, 2025, through Thursday, June 12, Bid Questions Due: No later than Tuesday, June 03, 2025, by 3:00 pm (CST)

Bid Closes: Wednesday, June 18, 2025, at 10:00 am (CST)

Public Bid Opening: Public Opening will be on Wednesday, June 18, 2025 at 10:30 am (CST)

All proposals received by the bid closing deadline at 10:00 am on Wednesday, June 18, 2025, will be opened at 10:30 a.m. on Wednesday, June 18, 2025. Any incomplete proposals shall be deemed “non-responsive,” and therefore

“disqualified” and retained as a public record, which will be subject to the Texas Public Information Act.

Proposers are solely responsible for submitting all requested documents and providing the pricing. Proposers assume all risks of missed deadlines or bid closing times.

Any questions on this proposal should be submitted via email at kay.bateman@lifeschools.net.

The awarding of this proposal is based on the recommendation given to the Life School Superintendent, Dr. Brent

Wilson, as prepared by Life School’s Federal Program Manager, Kay Bateman. The Superintendent reserves the right to accept, reject any and/or all proposals, waive minor technicalities, award contracts for individual items as they may appear advantageous to award the proposal to the most responsible Proposer which best serves the interest of Life

School.

Sincerely, Kay Bateman Life School / Federal Programs Manager 132 E. Ovilla Road, Suite A Red Oak, TX 75154

LIFE SCHOOL

SPECIAL TERMS AND CONDITIONS

RFP #2025-01: Kitchen Equipment

NOTICE TO OFFERORS

The following information is to provide the Vendor with the needed information on how to complete and submit a proposal response. Items below apply to and become a part of terms and conditions of proposals unless superseded by any attached terms and supplemental conditions or specifications in which case attached conditions will prevail. Any exceptions must be in writing.

1. PURPOSE: The intent of this procurement solicitation is to establish a pre-qualified list of responsive and responsible Vendors, known as a company or firm whose purpose is to provide products that meet the needs of the participating members. Life School is required to conduct a cost or price analysis for the procurement of goods and/or services within the scope of services offered with this bid solicitation. All products submitted for consideration, unless otherwise noted, must be appropriate for school cafeterias.

2. TYPES OF GOODS AND/OR SERVICES: The anticipated goods and/or services that are required to fulfill the purpose of this proposal for the award period are listed in the “Product Specifications” attachment “A.”

3. TERM OF CONTRACT: The contract will be effective June 5, 2025 – June 30, 2026.

4. PRICING ADJUSTMENTS (INCREASES & DECREASES): Due to pricing volatility from pandemic-related issues, Life School is allowing a Quarterly pricing adjustment during the initial contract year of this RFP, June 5, 2025 – June 30, 2026. Life School will reassess this allowance prior to any renewal requests. Life School reserves the right to return to a firm/fixed price request for any and all renewal terms agreed upon if deemed attainable based on industry indexes. All pricing adjustments must be based on evidential pricing increases incurred by vendors due to supply chain costs, freight or fuel charges that must be reviewed and approved by Life School. Pricing increases must be presented with a pricing index used (accepted indexes can be found in the Standard Terms and Conditions page19, #37), official request letter on company letterhead and physically signed, and supporting documentation of vendor’s increased costs to produce and/or deliver the awarded products. Pricing will remain fixed and firm during each quarter of the awarded contract year. Pricing adjustments must be presented and requested 2 weeks prior to the start of each contract quarter as outlined below.

Awarded vendor must also notify Life School if any changes in supply chain costs, freight or fuel charges will create a decrease in price in the next quarter on any product that incurred an increase.

Pricing must be adjusted towards the original bid price throughout the awarded contract year if possible.

a. Quarter 3: June 2025 – September 2025. Original bid pricing will remain in effect. No pricing increases will be allowed for Quarter 3.

b. Quarter 4: October 2025 – December 2025. Original bid pricing will remain in effect. No pricing increases will be allowed for Quarter 4.

c. Quarter 1: January 2026 – March 2026. Any pricing increases for Quarter 1 must be submitted 2 weeks prior to January 1, 2026.

d. Quarter 2: April 2026 – June 2026. Any pricing increases for Quarter 2 must be submitted 2 weeks prior to April 1, 2026.

5. PROPOSAL TIMELINE: Following is a list of projected dates with respect to this proposal. These dates are subject to change and are provided only as a reference, so Respondents are aware of the scheduling constraints associated with this proposal.

Pre-Bid Bidder’s Conference: Tuesday, June 03, 2025, from 9:00 am – 9:45 am (CST)

Bid Opens: Wednesday, June 04, 2025, at 8:00 am (CST)

Legal Notices: Life School advertises in the Dallas Morning News for 2 consecutive weeks beginning the week of the release date and week after. Wednesday, May 28, 2025, and Thursday, June 05, 2025

It will also be published on the https:// www.txsmartbuy.com/esbd website. Wednesday, May 28, 2025, and Thursday, June 12, 2025

Bid Questions Due: No later than Tuesday, June 03, 2025, by 3:00 pm (CST)

Bid Closes: Wednesday, June 18, 2025, at 10:00 am (CST)

Public Bid Opening: Public Opening will be on Wednesday, June 18, 2025 at 10:30 am (CST)

6. DOCUMENT SUBMISSION: All required bid documents shall be submitted via email at kay.bateman@lifeschools.net and/or printed copies mailed or dropped off at Life School Central

Office, 132 E. Ovilla Road, Suite A, Red Oak, TX 75154.

a. Required documents can be found posted on https://www.txsmartbuy.com/esbd website or a request can be made to have them shared electronically. Printed copies can be picked up of Life

School, 132, E. Ovilla Road, Suite A, Red Oak, TX 75154.

b. All required bid documents must be in the correct format as specified in this solicitation through the “Requested Information” section.

c. Most Life School required documents are “fillable Adobe” forms. Please open these in Adobe

Reader to complete and enter your digital signature where required.

a. Life School will accept a digital signature and/or a vendor can print and sign the documents physically.

a. A single agreement page requires your physical signature and notary of public.

7. ACCURACY OF DATA SUBMITTED: Vendor is responsible for ensuring all pricing, data and documents are accurate, free of missing information and errors, and complete. Errors and inaccurate data entry may disqualify the proposal submission.

8. PRODUCT SPECIFICATIONS: All specified products are included for reference only on Attachment

“A” and can be downloaded from the website. Vendor will enter all Pricing proposals for the specified products into the “Bid Table” located in the bid packet. Compliance with all specifications and conditions is required. All proposals must include a detailed statement of exceptions taken to any part of the request.

9. ESTIMATED QUANTITITES: Life School submits the “estimated quantities” for each product planned for purchase to the best of their knowledge and based on planned needs. The purchase of estimated quantities may fluctuate depending on but not limited to continued Federal Funding to school nutrition programs, manufacturer production issues, external forces such as weather or school closures or other causes that may create a lag in purchasing.

10. LIMITED ENTRY: Life School’s bid table will allow bidders to offer pricing for the specified product and offer a single “alternate” option. Bidders are encouraged to offer pricing on “recommended” manufacturers and products listed in the Bid Table if possible. Bidders may offer an “equal” brand or product to any specified items. The written product specification overrides any recommended brand or label or product code.

11. WITHDRAWAL: Vendors may withdraw their responses prior to the submission deadline. If you need to withdraw your proposal, please notify us in writing at kay.bateman@lifeschools.net.

12. OPENING OF PROPOSALS: Life School will hold a “public opening” for this solicitation at 132 E.

Ovilla Road, Suite A, Red Oak, TX 75154. A minimum of two (2) Life School employees will be present during the opening of all bids and documents at the scheduled time. The contents of proposals shall be confidential during the process of negotiations. The awarded vendor will be notified with an award letter. All other vendors will be notified in writing who the awarded vendor is.

13. DELIVERY: The awarded vendor(s) must adhere to the awarded delivery terms on the campuses “as needed” basis, and during stated delivery times as outlined in the “Standard Terms and Conditions.”

14. SERVICE FEE: All rebates, discounts, and other applicable credits granted by Vendor as a result of any Supplemental Contracts entered into between Vendor and Life School shall accrue directly and exclusively to Life School.

15. MINIMUMS: If minimum purchase quantities per order and/or per line item are required, proposer must note these amounts for the line item(s) at the time of submission.

16. HACCP REQUIREMENTS: Vendors are required to have, and follow, written Hazard Analysis Critical

Control Point (HACCP) program procedures. HACCP procedures must be provided with the proposal submission or made available for review. (not applicable for equipment/furniture bid awards)

RFP STANDARD TERMS AND CONDITIONS | revised 12/09/2022

Life School

STANDARD TERMS AND CONDITIONS

RFP #2025-01: Kitchen Equipment

The words “bids,” “request for proposals,” “quotes,” “RFPs,” solicitation,” procurement,” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, requests for proposals, quotes, competitive sealed quotes, and other procurement solicitations to which they are attached. The term “vendor” means each awarded vendor chosen by LIFE SCHOOL.

These Standard Terms and Conditions are part of the final contract in each product and/or service contract and are part of the terms and conditions of each purchase order or other bid/proposal forms issued in connection with this solicitation.

Contracts awarded pursuant to this RFP comply with the Code of Federal Regulations (CFR), 2 C.F.R. Subpart D, § 200.317-327, the United States Department of Agriculture (USDA) and Texas Department of Agriculture (TDA) Administrator Reference Manual (ARM), rules and regulations per the school nutrition programs. It is the intent of LIFE SCHOOL to comply with the most restrictive rules and regulations as required by the State of Texas and the School Nutrition Programs (SNP’s).

This Agreement is entered into and between LIFE SCHOOL and the Vendor having submitted a proposal in response to a procurement solicitation issued by LIFE SCHOOL and whose proposal has been accepted and awarded by LIFE

SCHOOL. In consideration of the mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LIFE SCHOOL and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

1. PROCUREMENT METHOD: LIFE SCHOOL is utilizing the Request for Proposals (RFP) formal procurement method in accordance with Texas Education Code Section 44.0313 Purchasing Contracts, Request for Proposals for services other than construction services and the Texas Department of Agriculture’s Administrator’s Reference Manual (ARM) Section 17.

2. ESTIMATED QUANTITIES: LIFE SCHOOL collected estimated quantities on each product and/or service from each campus. The good(s) and/or service(s) to be purchased are common to foodservice operations and pricing proposals along with other evaluation criteria as listed in this solicitation will be used to determine best value. Life School, on behalf of its campuses, makes no guarantee or commitment of any kind concerning quantities or services that will be purchased. Life School, makes no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation.

3. COMMITMENT TO PURCHASE: LIFE SCHOOL relies on Federal Funding of the School Nutrition Programs for child nutrition department purchases. Federal Funding is not guaranteed, therefore, LIFE SCHOOL cannot guarantee that any commitment to purchase will withstand if Federal Funding is discontinued or lost.

4. AWARD OF CONTRACT: In accordance with applicable laws, rules, and regulations for public procurement, LIFE SCHOOL award(s) the most responsive and responsible Vendor(s) whose proposal(s) is/are determined after evaluation by LIFE SCHOOL, to be the best value. To qualify for evaluation, proposers must submit all required documents and pricing no later than the submission deadline identified in this document. Proposals that are “copyrighted” are unacceptable. LIFE SCHOOL uses several evaluation methods to determine “best value:” 1) The cost to Life School; 2) Responsible and responsive bidder; 3) Quality of the Vendor’s good(s); 4) The extent to which the goods or services meet Life School’s needs; 5) Reputation of Vendor and Vendor goods/services per reference feedback; 6) Qualifies as HUB, Minority, Women-Owned, Small or Veteran-Owned Business; and 7) Delivery requirements such as minimums, fees, or lead times and ability to meet shipping deadlines.

6. RIGHTS RESERVED BY LIFE SCHOOL AND RESTRICTIONS ON RFP PROCESS:

a. LIFE SCHOOL reserves the right to cancel this solicitation in whole or in part by issuance of a revised or amended Request for Proposals.

b. Accept, reject, or negotiate modifications in any terms of the Vendor’s proposal or any parts thereof.

c. Conduct oral interviews/discussions or presentations necessary to select the best value Vendor and/or to obtain competitive pricing.

d. LIFE SCHOOL reserves the right to reject and/or disqualify all proposals, to award contracts for individual products and/or services as may appear advantageous, and to negotiate separately in any manner necessary to serve the best interests of LIFE SCHOOL, and its campuses.

e. Waive any formalities, technicalities, or other defects if deemed in the best interest of LIFE SCHOOL and/or its campuses; request clarification and/or correction of the Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities.

f. LIFE SCHOOL also reserves the right to be the sole judge of quality and equality.

g. LIFE SCHOOL further reserves the right to award one or more contracts, in part or in whole, to a single or to multiple prospective vendors or proposers. The decision to award multiple contracts, award only one contract, or to make no awards, rests solely with LIFE SCHOOL. LIFE SCHOOL may make multiple awards, and this fact should be taken into consideration by each proposer.

h. Make all decisions regarding this RFP, including, without limitation, the right to decide whether a proposal substantially complies with the requirements of this RFP.

7. FINANCIAL RESPONSIBILITY: LIFE SCHOOL assumes no financial responsibility for any costs incurred by prospective vendors in developing and submitting a proposal or any amendments or addenda, participating in pre-bid conferences, interviews, participating in any negotiation sessions or discussions, or any other costs incurred by proposers prior to award of a Contract/Agreement pursuant to this RFP.

8. AGREEMENT TERMS: The terms of this Agreement shall govern all procurements conducted hereunder. No pre-established terms on the Vendor’s order acknowledgments, invoices, or other forms shall have any force or effect.

Further, no amendment of this Agreement shall be permitted unless first approved in writing from LIFE SCHOOL, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by

LIFE SCHOOL.

9. ADDENDUM: Any interpretations, corrections, additions, or changes to this RFP will be communicated to proposers by the issuance of an addendum. It is the responsibility of the proposer, prior to submitting the proposal, to determine whether an addendum was issued. LIFE SCHOOL will indicate all Addendums by listing edits/updates/changes as “footnotes” in the solicitation and “versions” noted in the title of the solicitation document. All proposers shall comply with the requirements specified in any addendum issued by LIFE SCHOOL.

10. CLARIFICATIONS: LIFE SCHOOL may request clarification from Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give a Vendor the opportunity to revise, change or modify its proposal in any way except to the extent of correction of the error. Discussion between LIFE SCHOOL and Vendor can also take place after the initial receipt of proposals. LIFE SCHOOL reserves the right to conduct discussions with all, some or none of the Vendors submitting proposals. LIFE SCHOOL will not assist the Vendor in the completion, revision, or modification of its proposal.

11. ASSIGNMENT DELEGATION: Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of LIFE SCHOOL. Any attempted assignment of this Agreement by Vendor shall be null and void. Any purchase or work order made because of this Agreement may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of LIFE SCHOOL. Vendor is required to notify LIFE SCHOOL when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

12. PROHIBITION AGAINST CONTACT: Vendors shall restrict all contact with LIFE SCHOOL, and its campuses, and direct all questions regarding this RFP to the Point of Contact specified in this solicitation. Do not contact members of the Board of Directors, the Superintendent or other employees of Life School. Contact with any of these prohibited individuals after issuance of the RFP and before execution of a contract, may result in disqualification of your Proposal.

13. DISQUALIFICATION: A Vendor may be disqualified before or after the proposals are opened, upon evidence of collusion with the intent to defraud, or evidence of intent to perform other illegal activities for the purpose of obtaining an unfair competitive advantage.

14. DEVIATIONS AND EXCEPTIONS: Deviations or exceptions stipulated in a Vendor’s response may result in disqualification. Any language to the effect that the Vendor does not consider this RFP to be part of a contractual obligation may result in a disqualification of the Vendor’s proposal. Vendors must not alter any language in this Agreement.

15. SPECIFICATIONS: Specifications may be those developed by the LIFE SCHOOL, to represent items of regularly manufactured products or services.

a. LIFE SCHOOL specifications have been developed by the Program Manager to show minimal standards as to the usage, materials, and contents based on their needs.

b. Manufacturer's specifications, when used by the LIFE SCHOOL, are to be considered informative to give the bidder information as to the type and kind requested. Proposals on any reputable manufacturers regularly produced product of such items similar and substantially equivalent will be considered,

c. If any conflict exists, the written product specification will override any referenced/recommended brand.

Compliance with all specifications and conditions is required. All proposals must include a detailed statement of exceptions taken to any part of the request.

16. EQUIVALENT CLAUSE: Whenever an article or material is defined in this solicitation by describing a proprietary product, or by using the name of a manufacturer, brand name or vendor, the term “or equal”, if not inserted, shall be implied (as applicable). The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency, and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design, and efficiency (as applicable).

17. SAMPLES: A request is being made to see tables at a warehouse, another school, etc. to evaluate the quality of the goods prior to award.

18. RESPONSIVE PROPOSAL: Proposals shall be deemed responsive if they comply with all material and administrative aspects of this procurement solicitation.

19. RESPONSIBLE VENDOR: A Vendor with adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the products and/or services herein, and have an adequate number of trained personnel to ensure quality and performance and completion of contract within the specified time. Vendors having a history of inconsistent service and unreliability will not be considered by the LIFE SCHOOL to be a responsible bidder.

20. PENALTIES: If Vendor is unable to provide the goods or services at the prices quoted in Vendor’s proposal or if Vendor fails to fulfill or abide by the terms and conditions of the Agreement, LIFE SCHOOL may take the following action(s):

a. Insist that the Vendor honor the quoted price(s) specified in the Vendor’s proposal.

b. Have Vendor pay the difference between Vendor’s price and the price of the next acceptable proposal, as determined by LIFE SCHOOL.

c. Have Vendor pay the difference between Vendor’s price and the actual purchase price of the good or service on the open market; and/or

d. Recommend that Vendor no longer be given the opportunity to submit a proposal to LIFE SCHOOL and/or that this Agreement be terminated.

21. RIGHT TO AUDIT: LIFE SCHOOL, shall upon adequate written notice, have the right to audit and examine all of

Vendor’s records and accounts reasonably relating to the products and services delivered under this Agreement as outlined below. Records to be audited shall occur during normal business hours and shall include, but are not limited to, all Purchase Orders resulting from this Agreement and records which may have a bearing on matters in connection with Vendor’s work for LIFE SCHOOL, and shall be open to inspection and subject to audit/review and/or reproduction by LIFE SCHOOL at the cost of the requestor, or its their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

a. Vendors compliance with this Agreement and the requirements of the solicitation.

b. Compliance with procurement laws, policies, and procedures, including without limitation, reviewing/comparing pricing on invoices for LIFE SCHOOL and its campuses.

c. Compliance with provisions for computing billings to LIFE SCHOOL, and/or

d. Any other matters related to this Agreement

22. OPEN RECORDS/PUBLIC INFORMATION: LIFE SCHOOL is a governmental entities subject to the Texas Public

Information Act. LIFE SCHOOL considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non- proprietary nature and therefore shall be subject to public disclosure under the Texas Public Information Act, (Texas Government Code, Chapter 552.001, et seq.,) after a contract/agreement is awarded or the procurement terminated. Proposers are hereby notified that LIFE SCHOOL strictly adheres to all statutes, court decisions, and opinions of the Texas Attorney General with respect to disclosure of information. Any information deemed to be confidential by Proposer should be clearly noted on the page(s) where confidential information is contained, page-by-page and line-by-line the parts of the response which it believes are exempt; however, LIFE SCHOOL cannot guarantee that it will not be compelled to disclose all or part of any public record under the Texas Public Information Act, since information deemed to be confidential by Proposer may not be considered confidential under Texas law, or pursuant to a Court order. Vague or general claims to confidentiality will not be accepted. LIFE SCHOOL assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by proposers. Vendor waives any claim against and releases from liability LIFE SCHOOL, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in the Agreement or otherwise created, assembled, maintained, or held by Vendor and determined by LIFE SCHOOL, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act.

23. CONFIDENTIALITY: Vendor and LIFE SCHOOL agree to secure the confidentiality of all information and records in accordance with the applicable federal and state laws, rules, and regulations. Vendor and LIFE SCHOOL understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agrees to abide by FERPA rules and regulations, as applicable.

24. INSPECTION AND ACCEPTANCE ON DIRECT DELIVERIES: Awarded Vendor(s) shall deliver the goods or services procured on this contract/agreement to LIFE SCHOOL, issuing a purchase order. If delivery cannot be made within the proper time, the awarded vendor must receive authorization from the issuing LIFE SCHOOL, for the delayed delivery. LIFE SCHOOL, shall have the right to inspect the goods at delivery before accepting them. If defective, incorrect, or items not meeting specification are delivered, LIFE SCHOOL, may make the determination, in its sole discretion, to return the good(s) to the vendor at no cost to LIFE SCHOOL. The vendor shall be responsible for arranging the return of defective or incorrect good(s). The vendor agrees to pay all shipping and handling costs for any such return shipment. If goods are not picked up within one (1) week after notification, the good(s) will become a donation to LIFE SCHOOL, or its campuses, for disposition.

25. TITLE AND RISK OF LOSS: Whenever LIFE SCHOOL, is purchasing (and not leasing) an item under this Agreement, title and risk of loss shall pass upon the later of LIFE SCHOOL’S acceptance of the item or payment of the applicable invoice.

26. DELIVERIES: All deliveries under this Agreement shall be freight prepaid, Free on Board (FOB) destination, Full

Freight Allowed, Inside Delivery and shall be included in all pricing in Vendors proposal. LIFE SCHOOL, assumes no liability for goods delivered in damage or unacceptable condition. The successful bidder will handle all claims with carriers, and in case of damaged goods, will ship replacement goods immediately upon notification by LIFE SCHOOL, and its campuses of damage. Proposal prices will include all freight and delivery charges.

27. HOURS OF DELIVERY: For cooperative member’s SNP locations, deliveries will only be accepted between 9:00

AM and 1:00 PM, unless otherwise specified by the campus. Vendors are required to leave deliveries inside the receiving area unless otherwise arranged by LIFE SCHOOL. Deliveries for special events or samples during evaluations shall be made between 9:00 AM and 1:00 PM, at the designated LIFE SCHOOL address, unless prior approval for after-hours delivery has been obtained from LIFE SCHOOL.

28. SHIPMENTS/DELIVERIES: Vendor shall ship/deliver ordered products within seven (7) working days for available goods and within four (4) to six (6) weeks for special-order items after the receipt of the purchase order unless otherwise previously agreed to, in writing, by LIFE SCHOOL. If a product cannot be shipped/delivered within that time frame, Vendor shall notify LIFE SCHOOL of the reasons why the product has not shipped and shall provide an estimated shipping/delivery date, if applicable. LIFE SCHOOL, may cancel the order if the estimated shipping/delivery time is not acceptable to LIFE SCHOOL, at its sole discretion. Consistent failure of a Vendor to meet delivery promises without a valid reason is cause for termination of contract. Vendors may be requested to “hot shot” deliver products if failure to deliver ordered products is the fault of the vendor. “Hot shot” deliveries must be handled within a 24-hour period of the original delivery time.

29. LEAD-TIME: Time of delivery is part of the proposal consideration, must be stated in definite terms, and must be adhered to completely. Proposals must show the number of calendar days required to place the materials in possession of LIFE SCHOOL. Do not quote shipping dates. Failure to specify the lead- time may result in disqualification from consideration. Unrealistic short or long delivery promises may cause the bid to be disregarded.

30. SHORTAGES: Vendor and/or sales agents acting on the Vendors behalf shall give 72-hour prior notice to the ordering entity of any anticipated shortages, back orders, and/or out-of-stock items prior to delivery. The Vendor must keep the ordering entity always informed on the status of the order. Default in promised delivery, without acceptable reason, authorizes LIFE SCHOOL, to purchase goods elsewhere, and charge any increase in cost and handling to the defaulting Vendor. LIFE SCHOOL, accepts no substitutions without prior written approval.

a. Vendors must notify LIFE SCHOOL of any known shortages, back orders, out-of-stock items, etc. that could affect multiple ordering entities for any extended period.

b. If Vendor fails to notify LIFE SCHOOL of a shortage, Vendor must deliver a comparable product on the same day of scheduled delivery or next day to prevent the cooperative member any hardship or an inability to meet meal pattern guidelines.

c. Vendors may not substitute a product that does not meet the Buy American Provision. If a non-domestic substitution is made without a 72-hour notice to LIFE SCHOOL, the contractor will be considered in breach of the awarded contract and may incur penalties as described in these Terms and Conditions.

31. FORMATION OF A CONTRACT (DECLARATION OF COMPLIANCE): A response to this solicitation is an offer to contract/agreement with LIFE SCHOOL based upon the terms, conditions, scope of work, and specifications contained in this procurement solicitation. A solicitation/proposal does not become a contract/agreement unless and until it is accepted by LIFE SCHOOL after approval by the LIFE SCHOOL Board of Directors or their Designee.

LIFE SCHOOL Policy requires that the LIFE SCHOOL Superintendent, or their designee shall sign all contracts or agreements. No other personnel are authorized to execute or enter contracts on behalf of the LIFE SCHOOL.

Upon notice of award, Vendor will be asked to sign a formal letter of “acceptance of award” along with the “contract” including all Terms and Conditions and other facets of this agreement.

32. NON-EXCLUSIVE CONTRACT: LIFE SCHOOL reserves the right to award multiple contracts/agreements for each category. Categories are established at the sole discretion of LIFE SCHOOL. Nothing in this agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to LIFE SCHOOL. Any contract resulting from this solicitation is non-exclusive and shall be awarded with the understanding and agreement that it is for the sole convenience of LIFE SCHOOL. LIFE SCHOOL is free to have multiple contracts for the awarded goods and services and may initiate other procurement solicitations or purchasing activity with other vendors at any time, at LIFE SCHOOL’s sole discretion. During the term of this Agreement, LIFE SCHOOL reserves the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor. Additionally, the District may have a need to purchase additional items within this category that are not listed on the bid. Vendor is to make these items available to LIFE SCHOOL through this Contract/Agreement at the same discounted pricing awarded by the Board of Directors. Bids may be awarded to primary and secondary vendors on an item-by-item basis or by categories. End users may go to the secondary vendors to compare items for best value. If a Vendor has an existing LIFE SCHOOL Agreement, in the same Agreement title, upon award, the new Agreement will immediately supersede the older contract.

33. FIRM/FIXED PRICING: All prices in Vendor’s proposal shall remain fixed and firm for the Term of the Agreement.

Pricing is submitted via through the bid response which is accepted via email or printed copy. Any price changes shall be presented to LIFE SCHOOL, for acceptance or rejection by LIFE SCHOOL, in its sole discretion, using the same format as was accepted in Vendor’s original proposal; all price changes for goods and/or services provided under this Agreement, must be approved, in writing, by the LIFE SCHOOL prior to taking effect. The following documentation shall be provided to support a request for price change: justification for change/increase using a known market index/market condition, terms, and conditions, and/or manufacturers/distributors’ impact (if any).

a. Pricing shall encompass the costs of the product’s receipt into storage, distribution, financing and profit, production losses, analysis cost, waste, labor, overhead, and transportation costs of the specified products.

b. Proposal price must be submitted on cases and/or units of quantity specified and extended to show total if applicable.

c. Case price must be shown “to the penny” in two decimals unless otherwise indicated. Unit price must be shown with a minimum of four decimal places.

d. In the event of discrepancies in extension, the unit price will govern.

e. Vendors are encouraged to provide pricing on specified items, even if no estimated quantity is provided.

f. Discount from List quotations may be requested, but not part of the evaluation.

g. Proposer shall not include sales tax with any pricing. LIFE SCHOOL, is exempt from Federal Excise Tax, State

Tax, and Local Tax. Tax exemption certificates will be furnished upon request by each participating entity.

h. The Proposer agrees, upon issuance and acceptance of this proposal, to furnish awarded items or services at the bid price and all other conditions contained in the Terms and Conditions, Specifications, other Special Options Proposal Forms and bid documents within this Proposal.

i. Title to all supplies and equipment shall pass to campus upon receipt except where hidden defects or other bid requirements or specifications are not met.

j. LIFE SCHOOL retains the right to request Special Pricing for the remaining contract period for products or services not specifically identified in this Proposal but purchased with sufficient movement as identified by mutual agreement of the Vendor and LIFE SCHOOL.

k. LIFE SCHOOL will evaluate vendors to ensure we are receiving the best shipping/delivery costs, which will be in the best interest of the school. Vendors must have the ability to reach all campuses listed in the RFP if vendor decides to submit a response.

34. CREDITS/DISCOUNTS/REBATES: Any credits, discounts and/or rebates a vendor may receive due to purchasing goods must be included in the pricing proposal or applied immediately upon purchase by LIFE SCHOOL and noted on the invoice. Any discounts for early payments should be noted in the proposal. Vendor(s) may propose volume discounts or other adjustments to the price for large orders. Discounts may be considered in determining low proposals.

35. SPECIAL TOOLS AND TEST EQUIPMENT: If the price includes the cost of any special test equipment fabricated or required by the Vendor for filling this order, such special tooling and/or test equipment and any related items shall become the property of LIFE SCHOOL, and/or its campuses, and shall be identified by the Vendor as such.

36. PRICE CHANGES/ADJUSTMENTS: During the life of a contract only industry-wide published price changes as reflected in a manufacturer's printed price list, published documentation, or other approved method in a proposal may be submitted to LIFE SCHOOL for price adjustment consideration. LIFE SCHOOL will accept or reject increases after receipt of a properly submitted request from the Vendor, which includes documentation as to the nature of the change substantiated by, but not limited to, the following indexes: The Food Institute Report, Urner Barry Market Indexes, Producer Price Index (PPI), Consumer Price Index (CPI) and any other relevant commodity price indexes.

a. Price changes must be measurable and auditable, and supported by a published index, and supporting documentation must be submitted for review. The Producers Price Index is an accurate index for basing product price escalations and de-escalations. The monthly “PPI Detailed Report”, “Table 9: Producer price indexes and percent changes for commodity and service groupings and individual items, not seasonally adjusted” can be used as a reference for price adjustments, both up and down.

b. LIFE SCHOOL will respond to such requests by 1) granting the request; 2) reassigning the item(s) to another awarded vendor; 3) rebidding the item(s); 4) taking any other action as deemed necessary.

c. If a properly submitted increase is rejected, the vendor may cancel such items from the contract by giving LIFE SCHOOL written notice. Cancellation will not go into effect for thirty (30) working days after receipt of the written request. Old prices must be honored on orders dated up to the official date of cancellation.

Vendors are required to immediately implement any industry wide price decreases that become available.

LIFE SCHOOL must be notified in writing of any decrease for file updating purposes and notice to cooperative members.

In the event a price change request is submitted based on Force Majeure:

a. Awarded vendor must notify LIFE SCHOOL of any pricing increases (or decreases) due to forces out of their control immediately.

i. Submit a formal letter on company letterhead that is physically signed stating the reasons for the increase, pricing index referenced, and proposed start date of increased price (no sooner than 2-weeks from time of notice to LIFE SCHOOL).

ii. Supporting documentation must show the percentage of vendor’s cost increase by category if applicable. I.e., fuel costs, material costs, labor costs, etc.

d. Upon receipt of the request, LIFE SCHOOL will send a copy of the awarded price list that shows the original bid price along with a new column where the vendor will enter the increased or decreased price for each affected item on bid.

e. LIFE SCHOOL will review the request once the completed spreadsheet has been returned.

f. LIFE SCHOOL will not approve any increases to original profit margin as submitted in the Vendor’s original bid response.

g. Awarded vendor must receive written approval from LIFE SCHOOL before implementing the requested pricing increases.

i. Pricing increases implemented without the knowledge of LIFE SCHOOL and proper documentation with minimum 2-week prior notice submitted to LIFE SCHOOL will not be accepted and a credit back to the participating members will be required.

38. PRODUCT SUBSTITUTION: All substitutions require prior written approval by LIFE SCHOOL and/or its campuses unless otherwise arranged by member (phone call, text, etc.). If applicable, the product substitution request must be accompanied with CN Label or Nutritional Analysis information, and/or other product information. LIFE SCHOOL reserves the right to require the Vendor to offer possible substitutes if any material or equipment becomes unobtainable during the term of the contract. Outstanding orders are not automatically amended by an approved substitution. The Vendor must contact the qualified ordering entity 72-hours prior to shipment of the approved substitution.

a. If substitutions are made without prior written or verbal approval of the ordering entity, under Uniform Commercial Code, the entity shall retain the Right to Remedy and purchase the product(s) from another supplier, charging the difference of the bid price to the Vendor.

b. Bid pricing, based on “per serving cost,” for the product substituted will apply to the substitute product unless the substitute product is of a lesser price and/or vendor can prove that reason for substituted product is not their fault.

c. LIFE SCHOOL provides all awarded contractors with estimated quantities. Vendors are required to gather forecasted products and quantities from all participating members. Failure to properly manage forecasts and order products in a timely fashion to meet the participating member’s needs will be considered fault on the contractors’ behalf. It is recommended to forecast a minimum of 4-6 weeks out to ensure proper and timely ordering.

d. Vendors may not substitute a product that does not meet the Buy American Provision. If a non-domestic substitution is made without a 72-hour notice to LIFE SCHOOL, the contractor will be considered in breach of the awarded contract and may incur penalties as described in these Terms and Conditions.

40. MATERIAL CHANGE: If a material change occurs to a contract entered between LIFE SCHOOL and/or its campuses, and Vendor, the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, LIFE SCHOOL may issue a new RFP for the goods or services procured under the previously existing contract. Material change means a modification that substantially exceeds and/or alters the terms of the original contract between LIFE SCHOOL, and Vendor, and/or the total contract value greater than 10%. The following anticipated and unanticipated changes are to be considered as well do not qualify as a material change: 5% upward or downward trend in student enrollment and/or participation to allow flexibility for program growth or decline or unanticipated program and/or regulation changes.

41. CUSTOMER SUPPORT: Vendor shall provide timely and accurate technical advice and sales support to LIFE

SCHOOL. Vendors must provide an assigned Sales Rep(s) to the awarded contract and a direct phone number.

General “800” numbers are not allowed. Response time must be within a 24-hour window unless during a holiday closure.

42. COMPLIANCE WITH LAWS: Vendor shall comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations, including, if applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. For the entire duration of this contract/agreement, Vendor shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Agreement. When required or requested by LIFE SCHOOL, Vendor shall furnish LIFE SCHOOL with satisfactory proof of Vendor’s compliance with this provision.

43. SAFETY: Vendors, its subcontractors, and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this Agreement, including, without limitation, those promulgated by LIFE SCHOOL and by the Occupational Safety and Health Administration (“OSHA”). All items must meet all applicable OSHA standards and regulations and all electrical items must bear the appropriate listing from UL, FMRC or NEMA. In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by LIFE SCHOOL. Vendor shall indemnify and hold LIFE SCHOOL, harmless from all claims, demands, suits, actions, judgements, fines, penalties, and liability of every kind arising from the breach of Vendor’s obligations under this provision.

44. (As Applicable) NUTRITIONAL FACT SHEETS AND CN ANALYSIS: Vendor must provide an internet location with easy access to LIFE SCHOOL that includes the nutritional fact sheet along with a signed and dated product analysis sheet for each product proposed in this solicitation. All labels and analysis are required to be within a 5-year range from the current year. Vendors are required to maintain current labels throughout the life of the awarded contract.

45. BUY AMERICAN PROVISION: LIFE SCHOOL participate in the National School Lunch Program and School Breakfast

Program and are required to use the nonprofit food service funds, to the maximum extent practicable, to buy domestic commodities or products for Program meals. A domestic commodity or product is defined as one that is either produced in the U.S. or is processed in the U.S. substantially using agricultural commodities that are produced in the U.S. as provided in 7 CFR 210.21(d).

LIFE SCHOOL requires that all suppliers indicate in their proposal whether a bid product is domestic or non-domestic. Vendor is required to certify that each food product meeting the Buy American Provision is 51% of the final processed product (by weight or volume) that consists of agricultural commodities grown in the U.S. Any vendor not providing the required and requested information will be designated as “non-responsive.”

Awarded vendors must provide all requested certifications and include information in their ordering systems if any product does not meet the Buy American Provision. Vendors found to be out of compliance repetitively with adhering to the terms of the awarded contract to provide LIFE SCHOOL with foods that meet the Buy American Provision will be terminated and the award will go to the next responsible and eligible bidder.

LIFE SCHOOL requires each vendor to submit documentation to include but not limited to vendor certification letters, pricing comparison for products also offered as domestic, and questions regarding country of origin or other information pertaining to justifications. Vendors are required to contact a CE within 72-hours prior to delivery if a product is to be subbed with a non-compliant/non-domestic product. This allows the CE to reject the product or accept it after review of a justification for exception.

Vendor is required to certify that vendor complies with all applicable provisions of the Buy American Act. The Buy

American Provision requires school food authorities to schools to purchase, to the maximum extent practicable, domestic commodities or products. For a product to meet the Buy American requirement, over 51% of the final processed product (by weight or volume) must consist of agricultural commodities that were grown domestically and processed domestically. Unprocessed foods must be 100% domestic. See 7 CFR § 210.21(d), and USDA-FNS memo SP

38-2017 Compliance with and Enforcement of the Buy American Provision in the National School Lunch Program. The

Buy American provision applies to all purchases made with School Nutrition Program (SNP) funds. Purchases made in accordance with the Buy American Provision must still follow the applicable procurement rules calling for full and open competition.

46. RECYCLED MATERIAL: Texas state law requires that a purchasing preference be given to any product made from recycled material if the product meets written specifications as to quality and quantity. If a product bid on this solicitation contains recycled material, identify the item number, and report the percent of all recycled material in the product and the percent of post-consumer material used in the product. "Post- consumer" means material that has been recycled after sale to a consumer as opposed to reuse of manufacturing waste material prior to sale. In addition, identify any products that meet the criteria of "Environmentally Sensitive."

a. Send information on any products not listed in this contract that are related and available through your company which contain recycled material along with the percent of post- and pre-consumer content to:

ATTN: LIFE SCHOOL, Kay Bateman, 132 E. Ovilla Road, Suite A, Red Oak, TX 75154.

b. Packing & Packaging: Use of the minimum amount of packing and packaging material consistent with assuring no damage to product in transit. The use of recyclable and recycled material content packing and packaging material is preferred.

c. New or Unused: The terms shall not be interpreted to exclude the use of recycled content materials in products supplied. Nothing in a solicitation shall be construed to preclude the use of recycled content materials in a product regardless of any…