ESBD_561049_1790005211097_RFP - Child Nutrition - Commercial Ovens.docx.pdf

September 23, 2026

Corsicana Independent School District, the Purchaser, is accepting proposals for: Commercial Kitchen Ovens - RFP No 2026-0001

All proposals must be received electronically by the proposal due date and time stated in the Solicitation Information Sheet. Proposals received after the deadline, or proposals that are incomplete in a material respect, may be rejected as non-responsive. Records submitted in response to this solicitation are subject to the Texas Public Information Act, subject to applicable law and any valid exceptions. Proposers assume all risks of missed deadlines.

The award decision for this solicitation will be made by the District’s evaluation committee acting under authority delegated in accordance with District policy and applicable law. The District reserves the right to accept or reject any or all proposals, waive minor informalities to the extent permitted by law, award by line item or group of items when stated in the solicitation, and select the proposal that provides the best value under the published evaluation criteria.

Vendors are encouraged to review all solicitation documents, agree to federal/state regulations, complete and sign required forms, and submit all requested attachments. Details regarding the Purchaser and solicitation can be found on the enclosed Solicitation Information Sheet.

Sincerely, Kim Prowell Child Nutrition Director Corsicana Independent School District 2200 W 4th Ave Corsicana, TX Phone: 903-641-1363

Email: kprowell@cisd.org

Table of Contents

Section Page

Solicitation Information Sheet 8

Evaluation Rubric 10

Standard Terms and Conditions 11

1. Purpose 11

2. Procurement Method 12

3. Estimated Quantities 12

4. Commitment to Purchase 12

5. Award of Contract 12

6. Term of Contract and Renewal Options 12

7. Rights Reserved by The Purchaser and Restrictions on RFP Process 12

8. Financial Responsibility 13

9. Agreement Terms 13

10. Addendum 13

11. Clarifications 13

12. Assignment Delegation 13

13. Prohibition Against Contact 13

14. Disqualification 13

15. Deviations And Exceptions 13

16. Specifications 13

17. Equivalent Clause 14

18. Samples 14

19. Responsive Proposal 14

20. Responsible Vendor 14

21. Accuracy of Data 14

22. Penalties 14

23. Right To Audit 14

24. Open Records/Public Information 15

25. Confidentiality 15

26. Inspection And Acceptance on Direct Deliveries 15

27. Title And Risk of Loss 15

28. Delivery and Packaging 16

29. Hours Of Delivery 16

30. Shipments/Deliveries 16

31. Minimums 16

32. Lead Time 16

33. Shortages 16

34. Formation Of a Contract (Declaration of Compliance) 17

35. Non-Exclusive Contract 17

36. Firm/Fixed Pricing 18

37. Credits/Discounts/Rebates 18

38. Special Tools and Test Equipment 18

39. Price Changes/Adjustments 18

40. Product Substitution 19

41. Material Change 19

42. Customer Support 19

43. Compliance With Laws 20

44. Safety 20

45. HACCP Requirements 20

46. Recycled Material 20

47. Force Majeure 20

48. Governing Law and Venue 21

49. Property 21

50. Indemnification 21

51. Subcontractors 22

52. Insurance 22

53. Financial Health and Stability 23

54. Invoices 23

55. Tax-Exempt 23

56. Tax Responsibilities of Vendor and Indemnification for Taxes 24

57. Payment Terms 24

58. IRS Form W-9 24

59. No Agency or Endorsements 24

60. Non-Appropriation Clause 24

61. Termination Of Contract 25

62. Breach Of Contract 25

63. Nonperformance/In the Event of Default 25

64. Severability 26

65. Representation 26

66. Waiver 26

67. Packaging/Condition 26

68. Warranty 26

69. Warranty Maintenance Agreement 27

70. Limitation Of Warranty 27

71. Manufacturer’s Guarantee 27

72. Criminal History Record Information 27

73. Protest Procedures 28

74. Copyright 28

75. Withdrawal Of Proposal 28

76. No Response 28

77. Proposal Receipt and Opening 29

78. Tie Proposal 29

79. Evaluation Of Proposals 29

80. Additional Goods 29

81. Competitive Range 30

82. Sole Source 30

83. Contracts Involving Federal Funds 30

84. Register For Government Contracting 30

85. Errors And Omissions 30

86. Product Recall Procedures 31

Special Terms and Conditions - Equipment 31

1. Notice to Responders 31

2. Site visits/Warranty 31

3. Third party installation 32

USDA Federal Regulations 32

1. Breach of Contract Terms, Sanctions and Penalties 32

2. Byrd Anti-Lobbying 32

3. Civil Rights and Non-Discrimination 33

4. Civil Rights Assurance Statement 33

5. Clean Air Act and Water Pollution Control Act 34

6. Competition 35

7. Conflict of Interest 37

8. Contract Cost and Price 37

9. Contract Work Hours and Safety Standards Act 38

10. Contracting with small businesses... 38

11. Cost Principles 38

12. Debarment... 39

13. Domestic Preferences 40

14. Equal Opportunity Employment 40

15. Federal Agency or Pass-Through Entity Review 40

16. Processing of Donated Foods into End Products 41

17. Procurement Standards 42

18. Procurement Methods 43

19. Procurement of Recovered Materials 43

20. Record Retention Requirements 43

21. Rights to Inventions... 44

22. Termination for Cause or Convenience 44

State of Texas Regulations 45

1. Anti-Trust Laws 45

2. Companies in Business with Iran, Sudan, or a Foreign Terrorist Organization 45

3. Conflict of Interest 45

4. Drug-Free Workplace 47

5. Energy Policy and Conservation Act 48

6. E-Verify / Employment Eligibility 48

7. Form 1295 Certificate of Interested Parties 50

8. Health and Safety Certificates, Licensing and Regulation 51

9. No Israel Boycott 51

10. Prohibited Employment Assistance 51

11. Prohibition with Companies that Discriminate... 51

12. Prohibition on Contracting with Entities that Export Sensitive Technology to Iran 51

13. Texas Family Code Provision 51

14. Worker’s Compensation 51

15. W-9 53

16. Specifications 54

17. Certificate of Insurance (exhibit only) 53

Request for Proposals Released by: Corsicana ISD

Solicitation Information Sheet

Name of Purchaser: Corsicana Independent School District

Main Office/Street Address of Purchaser: 2200 West 4th Ave

City, State Zip of Purchaser: Corsicana, Texas 75110

Number of Delivery Sites (Please see Scope of Services for details):

Number of Delivery Sites: 5

Total Number of Ovens: 6

Delivery Locations and Quantities:

Corsicana High School - 1 oven

Sam Houston - 1 oven

Carroll - 1 oven

Fannin - 1 oven

Collins - 2 ovens

Total: 6 ovens

Primary Contact Name: Kim Prowell

Primary Contact Email: kprowell@cisd.org

Primary Contact Phone: 903-641-1363

Secondary Contact Name: Lacy Beam

Secondary Contact Email: lbeam@cisd.org

Secondary Contact Phone: 903-602-8187

Procurement Method: RFP / Solicitation ID: RFP No 2026-0001

Types of goods or services requested:

Commercial Kitchen Ovens - See attached specification sheet

Hours of Delivery:

Monday-Friday

8am-4pm

Total Contract Value: $360,000

Term of Contract/Effective Date Range: Award date through August 31, 2027

Number of Renewal options: 1

Payment Terms:

Net 30

RFP Timeline

Pre-Proposal Conference Details N/A

Legal Notices/Published Ad Details:

Texas SmartBuy/ESBD and qualifying newspaper publication in Navarro County as required by Tex. Educ. Code §44.031(g)

RFP Release Date/Time: September 23, 2026 - 1:00 p.m.

Q & A Instructions:

Submit all solicitation questions in writing to the Primary Contact listed above. Responses affecting the solicitation will be issued by addendum.

Q & A Due Date: October 5, 2026 - 4:00 p.m. CT

Proposal Due Date/Time: October 7, 2026 - 4:00 p.m. CT

Public Opening:

October 7, 2026 - 4:00 p.m. CT; electronic opening in accordance with District-adopted rules

Evaluation Dates: October 8-9, 2026

Anticipated Award Date: October 9, 2026 Submit electronically through the e-bid platform identified in the public solicitation.

Public Advertisement Texas SmartBuy Electronic State Business Daily (ESBD).

How to get the Solicitation Packet: Texas SmartBuy Electronic State Business Daily (ESBD).

How to submit a bid response:

Submit the completed proposal and all required attachments electronically through the e-bid platform before the stated deadline.

Pricing/Proposal Table Instructions:

Complete all required pricing fields. Pricing must include equipment, freight, delivery, installation, removal/disposal, and other required costs unless otherwise stated.

Combined Solicitation Packet Documents

1. Cover Letter

2. Solicitation Information Sheet

3. Evaluation Rubric

4. Standard Terms and Conditions

5. Special Terms and Conditions

6. USDA Federal Regulations

7. State Regulations Attachments for Review

Proposal Instructions Scope of Services List of Specified Products Vendor Proposal Response Checklist Attachments: Forms and/or Tables to Be Completed by Vendor

Proposal Pricing Table Conflict of Interest Form Disclosure of Lobbying Form Felony Conviction Notification & Criminal History Background Form Vendor References Form Delivery Removal Disposal Install Form Agreement of Compliance Form

Entire Agreement.

The Purchaser’s solicitation packet including all terms and conditions (standard and special), regulations (federal and state), attachments, addendums and/or exhibits if any, and the Vendor’s proposal submitted in response to the Purchaser’s solicitation, represent the final and complete understanding of the parties concerning the subject matter of an awarded contract and supersede any previous or other representations, agreements, arrangements, negotiations, or understanding, oral or written, between the parties to this Agreement. The vendor must comply with all terms and conditions, regulations, and requirements contained in this procurement solicitation. A vendor must comply with all applicable federal, state, county, and local laws concerning the goods and/or services contained in this procurement solicitation.

Evaluation Rubric

Evaluation Criteria Description Max Points

Purchase Price Total evaluated purchase price, including equipment, freight, delivery, installation, removal/disposal, and other required costs. This is the single highest-weighted factor.

Reputation of Vendor and Goods/Services

Vendor reputation, references, past performance, and demonstrated reliability in comparable K-12 food-service or commercial-kitchen projects.

Quality of Goods/Services Equipment quality, durability, energy efficiency, serviceability, and conformance with required technical specifications. 10

Extent Goods/Services Meet District Needs

Extent to which the proposed ovens and related services meet the District’s stated operational, capacity, safety, compatibility, and installation needs.

Past Relationship with District

Vendor’s past relationship with the District, including documented performance, responsiveness, compliance, and contract administration, if applicable.

HUB / Historically Underutilized Business Considerations

Impact of the proposal on the District’s ability to comply with applicable laws and rules relating to historically underutilized businesses. 5

Total Long-Term Cost Total long-term cost of ownership, including warranty, maintenance, energy use, parts, service, expected operating costs, and other reasonably foreseeable costs over the expected useful life.

Texas Business Presence / Employment

Whether the vendor or its ultimate parent company or majority owner has its principal place of business in Texas or employs at least 500 persons in Texas, as applicable under Tex. Educ. Code §44.031(b)(8).

Warranty, Technical Support & Delivery

Warranty coverage, technical support, parts/service availability, delivery schedule, installation capability, and ability to minimize disruption to school operations.

Total Score 100

Standard Terms and Conditions

The words “proposals,” “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 proposals, requests for proposals, quotes, competitive sealed proposals, and other procurement solicitations to which they are attached. The term “Vendor” refers to each responding entity with interest in being awarded a contract by the Purchaser.

These Standard Terms and Conditions are part of the final contract award for each product and/or service contract and are part of the terms and conditions of each purchase order or other proposal/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 the Purchaser’s state rules and regulations per the school nutrition programs. It is the intent of the Purchaser to comply with the most restrictive rules and regulations as required by the State Agency and the School Nutrition Programs (SNP’s).

This Agreement will be entered into and between the Purchaser and the Vendor having submitted a proposal in response to a procurement solicitation issued by the Purchaser and whose proposal has been accepted and awarded by the Purchaser. 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, the Purchaser and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

1. Purpose The intent of this procurement solicitation is to establish a list of responsive and responsible Vendors that qualify as “eligible for award,” known as a company or firm whose purpose is to provide products that meet the needs of the Purchaser. The Purchaser is required to present a list of specified items and/or services, conduct a cost analysis, and include a scope of work to provide a clear understanding of required goods, services, and delivery requirements. The Purchaser is responsible for the selection of goods and/or services available to meet their individual needs. All products and services submitted for consideration, unless otherwise noted, must be appropriate for K12 child nutrition food services and/or commercial kitchens.

2. Procurement Method The Purchaser is utilizing a formal procurement method in accordance with the United States

Department of Agriculture (USDA) Code of Federal Regulations (CFR) for purchases exceeding the USDA, State or Local threshold for Simplified Acquisitions. Please see the Solicitation Information Sheet for the type of formal procurement that applies to this solicitation.

3. Estimated Quantities The Purchaser determines estimated quantities for each product and/or service solicited. The good(s) and/or service(s) to be purchased are common to foodservice operations and pricing along with other evaluation criteria as listed in this solicitation will be used to determine best value. The Purchaser makes no guarantee or commitment of any kind concerning quantities or services that will be purchased. The Purchaser makes no guarantee or commitment of any kind regarding usage of any contract resulting from this solicitation.

4. Commitment to Purchase The Purchaser relies on Federal Funding for the School Nutrition Programs or both Federal and State funding for child nutrition department purchases. Funding is not guaranteed; therefore, the Purchaser cannot guarantee that any commitment to purchase will withstand if Funding is discontinued or lost.

5. Award of Contract Per applicable laws, rules, and regulations for public procurement, the District’s evaluation committee, acting under delegated authority, awards the responsive and responsible Vendor(s) whose proposal(s) is/are determined after evaluation by the Purchaser, based on the highest total score received. 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. The Purchaser may utilize separate ways to determine “best value.”

5.1 Analyze the total/aggregate cost.

5.2 Analyze by matching line-item totals.

5.3 Analyze a representative sample, market-basket method (highest volume purchases planned) of specified products.

6. Term of Contract and Renewal Options The Purchaser will evaluate the contract award prior to the expiration of the then-current term based on factors that may include the annual amount of business, performance, and continued provision of best value to the Purchaser. All parties must mutually agree upon renewal. A renewal agreement will be done in writing along with a new one “1” year contract extension if all parties agree. Renewals must be consecutive 1-year terms, see Solicitation Information Sheet for number of allowed renewal options.

7. Rights Reserved by The Purchaser and Restrictions on RFP Process

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

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

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

7.4 The Purchaser 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 the Purchaser.

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

7.6 The Purchaser reserves the right to be the sole judge of quality and equality.

7.7 The Purchaser reserves the right to award one or more contracts, part or whole, to 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 the Purchaser. The Purchaser may make multiple awards, and this fact should be taken into consideration by each proposer.

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

8. Financial Responsibility The Purchaser 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-proposal 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.

9. 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 the Purchaser, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by the Purchaser.

10.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. The Purchaser will include all Addendums in the solicitation packet. All proposers shall comply with the requirements specified in any addendum issued by the Purchaser.

11.Clarifications The Purchaser 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 the Purchaser and Vendor can also take place after the initial receipt of proposals. The Purchaser reserves the right to conduct discussions with any Vendor submitting a proposal. The Purchaser will not assist the Vendor in the completion, revision, or modification of its proposal.

12. Assignment Delegation Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of the Purchaser. Any attempted assignment of this Agreement by Vendor shall be considered 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 the Purchaser. Vendor is required to notify the Purchaser 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.

13. Prohibition Against Contact Vendors shall restrict all contact with the Purchaser and direct all questions regarding this RFP to the

Point of Contact specified in this solicitation. Do not contact members of the District’s authorized purchasing authority, the Purchaser’s staff members, or other individuals related to the Purchaser. 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.

14.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.

15.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.

16.Specifications Specifications are those developed by the Purchaser to represent items of regularly manufactured products or services.

16.1 The Purchaser’s specifications have been developed to show minimal standards as to the usage, materials, and contents based on their needs.

16.2 Manufacturer's specifications may be referenced, when used by the Purchaser, are to be considered informative to give the proposer information as to the type and kind requested.

Proposals on any reputable manufacturer’s regularly produced product of such items similar and equivalent will be considered.

16.3 If any conflict exists, the written specification will override any referenced brand.

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

17. 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).

18.Responsive Proposal Proposals shall be deemed responsive if they comply with all material and administrative aspects of this procurement solicitation. All required information must be complete with date and signatures where applicable. Missing requested information, documents, and signatures, may place the proposal at risk of being rejected as “non-responsive.”

19. Responsible Vendor The Purchaser defines a “responsible vendor” as one 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 with 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 Purchaser to be a responsible proposer.

20. Accuracy of Data The Vendor is responsible for ensuring all pricing, data and documents submitted are accurate, free of missing information and errors, and complete. Errors and inaccurate data entry may disqualify the proposal submission.

21. Penalties If Vendor fails to fulfill or abide by the terms and conditions of the Agreement, the Purchaser may take the following action(s):

21.1 Require Vendor to provide detailed documentation outlining the reasons for not fulfilling the agreement.

21.2 Allow the vendor to resolve the situation with pending reasons for failure.

21.3 Recommend that Vendor no longer be given the opportunity to submit a proposal to the

Purchaser and/or that this Agreement be terminated.

22. Right To Audit The Purchaser shall upon adequate written notice or ten business days, have the right to audit and examine all of Vendor’s records and accounts relating to the products and services delivered under this Agreement as outlined below. All costs incurred due to the request for the audit will be the responsibility of the Purchaser. 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 the Purchaser and shall be open to inspection and subject to audit/review and/or reproduction by the Purchaser at the cost of the requestor or their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

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

22.2 Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices for the Purchaser.

22.3 Compliance with provisions for computing billings to the Purchaser, and/or

22.4 Any other matters related to this Agreement.

23. Open Records/Public Information The Purchaser is considered a governmental entity subject to the state’s Public Information Act.

The Purchaser 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 state’s Public Information Act, after a contract/agreement is awarded or the procurement terminated. Proposers are hereby notified that the Purchaser strictly adheres to all statutes, court decisions, and opinions of the state’s Attorney General or authorized representative 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, the Purchaser cannot guarantee that it will not be compelled to disclose all or part of any public record under the Public Information Act, since information deemed to be confidential by Proposer may not be considered confidential under state law, or pursuant to a Court order. Vague or general claims of confidentiality will not be accepted. The Purchaser 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 the Purchaser, 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 the Purchaser, the Attorney General, or a court of law to be subject to disclosure under the Public Information Act.

24. Confidentiality Vendor and the Purchaser agree to secure the confidentiality of all information and records in accordance with the applicable federal and state laws, rules, and regulations. Vendor and the Purchaser 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 agree to abide by FERPA rules and regulations, as applicable.

25. Inspection And Acceptance on Direct Deliveries Awarded Vendor(s) shall deliver the goods or services procured in this contract/agreement to the

Purchaser’s location(s) as noted in the scope of work. If delivery cannot be made within the proper time, the awarded vendor must coordinate a delayed delivery time with the Purchaser. The Purchaser shall have the right to inspect the goods at delivery before accepting them. If defective, incorrect, or items not meeting specification are delivered without the Purchaser’s permission or ability to inspect, the Purchaser may make the determination to return the good(s) to the vendor at no cost to the Purchaser. 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 product is defective, Vendor may give approval to the Purchaser to dispose of the product.

26. Title And Risk of Loss Whenever the Purchaser is purchasing (and not leasing) an item under this Agreement, title and risk of loss shall pass upon the latter of the Purchaser’s acceptance of the item or payment of the applicable invoice.

27. Delivery and Packaging All deliveries under this Agreement shall be freight prepaid, Free on Board (FOB) destination, and Full

Freight Allowed. Inside Delivery and installation is required. The Purchaser assumes no liability for goods delivered in damaged or unacceptable condition. The successful proposer will manage all claims with carriers, and in case of damaged goods, will ship replacement goods immediately upon notification by the Purchaser. Proposal prices will include all freight, installation, and delivery charges.

All products must be delivered in good, clean, sanitary packaging with no signs of damage or infestation, with proper labels identifying product, quantity, and packing date.

28. Hours Of Delivery Deliveries will only be accepted during the hours noted on the “Solicitation Information Sheet,” unless otherwise specified. Per the Contract Agreement and Award, deliveries of equipment may require removal and disposal of old equipment and/or inside delivery and installation. The Purchaser will arrange all needed services for the delivery of equipment upon award and whether a lift-gate service is required.

29. Shipments/Deliveries If a product cannot be shipped/delivered within a stated timeframe, Vendor shall notify the Purchaser of the reasons why the product has not shipped and shall provide an estimated shipping/delivery date, if applicable. The Purchaser may cancel the order if the estimated shipping/delivery time is not acceptable to the Purchaser in 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 managed within a 24-hour period of the original delivery time.

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

31. Lead Time The vendor shall provide the Purchaser with details about products with special lead times or long lead times, or if a product is not produced until the purchase order is received. Products that require special lead time must be noted in the proposal response.

32. Shortages Vendor and/or sales agents acting on the Vendor's 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. The Vendor shall be given the opportunity to offer a similar comparable product not to exceed the original proposal price if possible.

Default in promised delivery, without acceptable reason, authorizes the Purchaser to purchase goods elsewhere, and charge any increase in cost and handling to the defaulting Vendor.

32.1 The Purchaser accepts no substitutions without prior written approval.Vendors must notify the Purchaser of any known shortages, back orders, out-of-stock items, or lead times that could affect multiple ordering entities for any extended period.

32.2 If Vendor fails to notify the Purchaser of a shortage, Vendor must deliver an approved comparable product on the same day of scheduled delivery or the next day to prevent the Purchaser from facing any hardship or an inability to meet meal pattern guidelines.

33. Formation Of a Contract (Declaration of Compliance) A response to this solicitation is an offer to contract/agreement with the Purchaser based upon the terms, conditions, scope of work, and specifications contained in this procurement solicitation. A proposal does not become a contract/agreement unless and until it is accepted by the Purchaser after approval by the Purchaser’s Authorized Designee per local policy. Upon notice of award, Vendor will be sent a formal letter of “award,” a copy of all Terms and Conditions, and a “contract agreement form” that must be signed and returned.

34. Non-Exclusive Contract The Purchaser reserves the right to award multiple contracts/agreements for each category.

Categories are established at the sole discretion of the Purchaser. Nothing in this agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to the Purchaser. 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 the Purchaser. The Purchaser 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 the Purchaser’s sole discretion. During the term of this Agreement, the Purchaser 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 Purchaser may have a need to purchase additional items within this category that are not listed on the proposal. Vendor is to make these items available to the Purchaser through this Contract/Agreement at the same discounted pricing awarded by the District’s authorized purchasing authority. Proposals 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 Agreement with the Purchaser, in the same Agreement title, upon award, the new Agreement will immediately supersede the older contract.

35. Firm/Fixed Pricing All prices in Vendor’s proposal shall remain fixed and firm for the Term of the Agreement unless otherwise specified in the Special Terms and Conditions and/or proposal pricing table.

35.1 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.

35.2 Vendor must offer proposal pricing as Free On Board (FOB) destination as defined by the Purchaser in this solicitation.

35.3 The proposal pricing must be submitted on cases and/or units of quantity specified and extended to show total if applicable.

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

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

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

35.7 Vendor must not include sales tax with any pricing. The Purchaser is exempt from Federal

Excise Tax, State Tax, and Local Tax. Tax exemption certificates will be furnished upon request.

35.8 The Vendor agrees, upon issuance and acceptance of this proposal, to furnish awarded items or services at the proposal price and all other conditions contained in all Terms and Conditions, Specifications, and proposal documents within this RFP.

35.9 Title to all supplies and equipment shall be passed to the Purchaser upon receipt except where hidden defects or other proposal requirements or specifications are not met.

35.10 The Purchaser 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 the Purchaser.

35.11 The Purchaser may structure a proposal with “Pricing” or “Delivery” areas to allow for full and open competition between large and small companies. Vendors must have the ability to reach all delivery locations in the stated area if Vendor decides to submit a response for that area.

35.12 The Purchaser may include “direct drop” deliveries as separate areas that a vendor may offer separate pricing. Direct drops are delivered to the Purchaser’s private storage/warehouse or may require multiple deliveries per week.

36. Credits/Discounts/Rebates Any credits, discounts and/or rebates a vendor may receive due to purchasing goods must be included in the proposal pricing offered or applied immediately upon purchase by the Purchaser and noted on the invoice. All rebates, discounts, and other applicable credits granted by Vendor because of any Supplemental Contracts entered between Vendor and the Purchaser shall accrue directly and exclusively to the Purchaser.

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.

37. 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 the Purchaser and shall be identified by the Vendor as such.

38. 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 the Purchaser for price adjustment consideration. The Purchaser 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: Producer Price Index (PPI), Consumer Price Index (CPI) and any other relevant commodity price indexes or bills of lading or shipping receipts. Any price changes shall be presented to the Purchaser, for acceptance or rejection by the Purchaser, in its sole discretion, using the same format as was accepted in Vendor’s original proposal; all price changes for goods, services, or shipping and freight costs under this Agreement must be approved, in writing, by the Purchaser prior to taking effect. The following documentation shall

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

38.2 The Purchaser will respond to such requests by 1) granting the request; 2) reassigning the item(s) to another awarded vendor; 3) re-soliciting the item(s); 4) taking any other action as deemed necessary.

38.3 If a properly submitted increase is rejected, the vendor may cancel such items from the contract by giving the Purchaser 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. The Purchaser must be notified in writing of any decrease for file updating purposes.

38.4 In the event a price change request is submitted based on Force Majeure, the Purchaser will review each request on an as-need basis. Vendor shall:

38.4.1 Submit a formal letter along with any available supporting documentation stating the reasons for the increase, the amount of vendor’s cost increase, and start date of new pricing (no sooner than 2 weeks from time of notice to the Purchaser and upon approval).

38.4.2 Submit a copy of the awarded price list that shows both original proposal price and new increased or decreased price for each affected item on proposal.

38.4.3 Receive written approval from the Purchaser for the acceptance of any increase.

38.4.4 Not increasing original profit margin as submitted in the Vendor’s original proposal response. Only external cost increases incurred by the Vendor to manufacture or deliver the awarded product will be approved.

38.4.5 Pricing increases implemented without knowledge of the Purchaser and proper documentation with a minimum of 2 weeks’ prior notice submitted to the Purchaser will not be accepted and credit back to the Purchaser will be required.

39. Product Substitution

39.1 All substitutions require prior approval by the Purchaser as arranged between the Purchaser and the Vendor (email, phone call, text). If applicable, the product substitution request must be accompanied by CN Label or Nutritional Analysis information, and/or other product information if non-food items. The Purchaser reserves the right to request the Vendor to offer 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.

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

39.3 Proposal pricing for substituted products must be made clear in the prior communication and reason for substitution must be explained.

39.4 The Purchaser provides all awarded contractors with estimated quantities. Vendors are required to gather forecasted products and quantities from the Purchaser. Failure to effectively manage forecasts and order products in a timely fashion to meet the Purchaser’s needs will be considered as faulty on the contractors’ behalf. It is recommended to forecast a minimum of 4-6 weeks out to ensure proper and timely ordering.

39.5 Vendors may not substitute a product that does not meet the Buy American Provision. If a non-domestic food substitution is made without a 72-hour notice to the Purchaser, 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 the Purchaser and Vendor, the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, the Purchaser may issue a new RFP for the goods or services provided under the previously existing contract. Material change means a modification that exceeds and/or alters the terms of the original contract between the Purchaser and Vendor, and/or the total contract value greater than 10%. The following anticipated and unanticipated changes are to be considered as well and 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 the Purchaser. 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 Vendors 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 the Purchaser, Vendor shall furnish the Purchaser 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 the Purchaser 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 the Purchaser. Vendor shall indemnify and hold the Purchaser 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. HACCP Requirements Vendors are required to have, and follow, written Hazard Analysis Critical Control Point (HACCP) program procedures if applicable. HACCP procedures must be provided with the proposal submission or made available for review.

45. Recycled Material The Purchaser may request that any product made from recycled material, if the product meets written specifications as to quality and quantity, be identified in the Vendor’s proposal response. The Purchaser may limit the use of single-use plastic carryout bags and expanded polystyrene products. If a product offered on this solicitation contains recycled material, identify the item number, the percentage of all recycled material in the product and the percentage 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."

45.1 Vendors may offer alternate products in their proposal response which contain recycled material along with the percentage of post- and pre-consumer content.

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

45.3 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 referenced specifications such as ANSI, ASTM, or Federal specifications so long as the material meets the performance requirements of such specifications and all required laws and regulations.

46. Force Majeure If by any reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this agreement then such party shall give notice and full particulars of Force Majeure immediately via phone call or email, and must be followed with a detailed written letter attached in an email to the other party immediately after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as herein provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, encompasses acts beyond the control of the Vendor and shall mean acts of God, strikes, lockout, or other industrial disturbances, pandemics, network failures, energy crisis, fires, transportation contingencies, tariffs, interruptions in third-party telecommunications or Internet equipment or service, act of public enemy, orders of any kind of government of the United States or the Purchaser’s state of business or any civil or military authority, insurrections, riots, epidemics, arrests, restraint of government and people, civil disturbances, explosions, acts of war, other catastrophes, or any other occurrences which are reasonably beyond such party’s control.