GISD Consortium Milk Bid final draft.pdf

GENESEE COUNTY CONSORTIUM

OF SCHOOL DISTRICTS

(Lead Agency: Genesee Intermediate School District)

INVITATION TO BID

Purchase of Milk (Fluids)

Bid Issue Date: 4/26/21

Bid Opening: 5/25/21 at 2:00PM

Tentative Bid Award: 5/28/21

Contract Begin Date: July 1, 2021

Genesee Intermediate School District 2413 West Maple Avenue

FLINT, MI 48507-3493

Genesee Intermediate School District Milk Products Bid

SECTION I. BID REQUIREMENTS

Introduction A group of school districts in Bay, Genesee, Ingham, Lapeer, Saginaw and Shiawassee Counties, Michigan (hereby collectively known as “Consortium”) have the authority from each of their local school districts to combine their requirements for this contract into a cooperative bid, according to the terms and conditions of this specification. These school districts specifically Bangor Twp. Schools, Bendle Public Schools, Bentley Public Schools, Birch Run Area School District, Bullock Creek School District, Byron Area Schools, Carman-Ainsworth, Carrollton Public Schools, Chesaning Union Schools, Dryden Community Schools, Durand Area Schools, Fenton Area Public Schools, Flint( International Academy of Flint ) charter , Flushing Community Schools, Genesee Intermediate School District, Genesee School District, Goodrich Area Schools, Haslett public schools, St Peter Hemlock, HEMLOCK PUBLIC SCHOOLS, Holy Family Catholic School Grand Blanc, Imlay City Schools, Lake Fenton Community Schools, LakeVille Community Schools, Leslie Public Schools, Linden Community Schools, Merrill Community Schools, Montrose Community Schools, Mt Morris Consolidated Schools, New Lothrop Area Public Schools, Okemos Public Schools, Powers High School, St Lorenz Frankenmuth, St. Paul Flint, Stockbridge Community Schools, Westwood Heights, Williamston Community Schools and Woodland Park Academy Genesee Intermediate School District shall be acting as “Lead Agency District” to coordinate this cooperative bid on behalf of all other interested Genesee County school districts. Genesee Intermediate School District is not responsible, however, for individual bid award determination, establishing contracts or for payment by any participating school district.

Local school districts retain the right to participate in the selection, evaluation, determination and award of all services submitted in these proposals. It is the hope of the Consortium to collectively award to one vendor, but reserve the right to award separately and individually.

Purpose The Genesee Intermediate School District, acting as Lead Agency District, will receive bid proposals for a Consortium contract to purchase milk (fluids) products on a firm-fixed delivered price contract, on a unit-cost basis, that best satisfy the needs of the participating school districts.

Award of this contract is for two (2) years from July 1, 2021 – June 30, 2023 with the option to renew for up to three (3) annual extensions.

Tentative Bid Timeline Notice of Advertisement for Bid in local newspaper Distribute Request for Bid to Vendors Deadline for Bidders to submit bid questions Addendum posted Bid Opening at 2:00 p.m., local time Tentative selection of Bid Award Board of Education(s) Approval of Bid Award

April 25, 2021 April 26, 2021 May 10, 2021 May 17, 2021 May 25, 2021 May 28, 2021 June 8, 2021 July 1, 2021 Contract Begins

The Consortium reserves the right to modify any part of the above identified bid timeline.

Bid Discrepancies, Omissions or Interpretations

Bidder shall promptly notify the Lead Agency District of any ambiguity, inconsistency, or errors which he/she may discover upon examination of the bid documents. Bidders requesting clarification or interpretation of the bid documents shall make a written request to the Lead Agency District to reach him/her at least seven (7) business days prior to the date for receipt of bids for transmittal to the Lead Agency District. Direct all questions to the Child Nutrition Manager:

Mr. James Yake, Director, Health, Safety and Nutrition

Phone: (810) 591-5120, Fax: (810) 591-4940, Email: jyake@geneseeisd.org

Complete bid packages may be downloaded at the Lead Agency District’s website www.geneseeisd.org Vendors are responsible for checking this website for any addenda prior to submitting a bid. The Lead Agency District is not responsible for the content of any bid package received through any 3rd party bid service or any source other than the Genesee Intermediate School District. It is the sole responsibility of the vendor to ensure the completeness of the documents received from any 3rd party.

Any interpretation, correction, or change of the bid documents will be made by written addendum by the Lead Agency District and issued by the Lead Agency District.

Interpretations, corrections, or changes of the document made in any other manner will not be binding. Addenda will be mailed or delivered to all who are known by the Lead Agency District to have received bidding documents.

Addenda

Each bidder shall ascertain prior to submitting his/her bid that he/she has received all addenda issued. Addenda issued during the time of bidding shall become part of the contract documents and receipt thereof shall be acknowledged on the bid proposal.

Addenda will be mailed or delivered to all who are known by the Lead Agency District to have a set of bid documents. Copies of addenda will be made available for inspection wherever bid documents are on file for that purpose.

Submission of Bid

Bids shall be submitted in accordance with this ITB. Sealed bids clearly labeled “Purchase of Milk Products” will be received by lead district, Genesee Intermediate School District until May 25, 2021 at 2:00 pm EDT, at which time all bids will be publicly opened and read. Bidder shall submit duplicate copies of the Bid Proposal Form and all other required documentation. Proposals are to be delivered to the attention of:

Cynthia McCain, Assistant Superintendent Business Services Genesee Intermediate School District 2413 West Maple Avenue Flint, MI 48507-3493

Proposals received after this date and time will not be accepted. Emailed or faxed proposals shall not be accepted for any reason. Proposals will be considered firm for a period of 90 days from the bid opening date until time of bid award.

http://www.geneseeisd.org/

Sole Bidder It is the Consortium’s intent that this Request for Bid permit competition. It shall be the Bidder’s responsibility to advise the Lead Agency District in writing if any language, requirements, scope specifications, etc., or any combinations thereof, inadvertently restricts or limits the requirements stated in this ITB to a single source. Such notification shall be received by the Lead Agency District no later than seven (7) business days prior to the date set for acceptance of bids.

If only one bid is received in response to the Request for Bid, a detailed cost proposal will be required of the single seller, if requested by Lead Agency District. A cost/price analysis and evaluation and/or audit shall be performed of the cost proposal in order to determine if the price is fair and reasonable.

Withdrawal or Revision of Bid Any bid may be withdrawn prior to the scheduled time for opening of bids. Written notices shall be sent to:

Cynthia McCain, Assistant Superintendent Business Services Genesee Intermediate School District 2413 West Maple Avenue Flint, MI 48507-3493

A bid may not be modified, withdrawn or canceled by the bidder for ninety (90) calendar days following the time and date designated for the opening of bids, and bidder so agrees in submitting his/her bid.

Bids submitted early may be modified only by notice to the party receiving bids at the place, and prior to the time designated for opening of bids. Such notice shall be in writing over the signature of the bidder, or by telegram; if by telegram, written confirmation over the signature of bidder must have been mailed and postmarked on or before the date and time set for opening of bids. The revised bid shall be so worded as not to reveal the amount of the original bid.

Confidentiality

All information provided through this request and ensuring process shall be held in confidence and will not be revealed nor discussed with any competitor until final execution of the contract. At that time, documents of this process shall be public (excluding proprietary or financial information as determined by the Consortium) regardless of contrary statements contained within submittal. All material submitted shall become the property of the Lead Agency District and may be returned only at the Lead Agency District’s option.

Bidder Disclosure

The bidder shall provide full disclosure of all existing client relationships that currently or prospectively may give rise to conflicts of interest and disqualification as governed by the codes of rules of professional responsibility and conduct.

Instructions to Bidders Bidder is responsible for examining all sections of the bidding documents, specifications and any issued addenda. Bidder shall be held to comply with all requirements as stated in such documents unless expressly stated as exceptions in the Bid Proposal Form.

Bidder must clearly state in the bid any exceptions to the bid specifications. The listing of exceptions, if any, is mandatory. Bidder shall list any and all exceptions on the “Exceptions” area in the Bid Proposal Form. Any exceptions found in review but not listed could be a basis for rejection of the bid.

Specifications listed are to be considered minimal specifications and any and all products Bidder offers shall adhere to these minimal specifications. Any item not meeting these specifications shall be noted on the “Exceptions” area.

Bidders must clearly indicate extent of warranties, guaranteed response time, rebates and agreement to hold prices for the duration of the contract.

The Bidder must submit the names of three (3) school districts of similar/larger sized K-12 public school districts, whereby Bidder is a significant source of these products. The references can NOT include one or more of the school districts included in this bid solicitation.

The attached Bid Proposal Form must be completed and enclosed as part of the bid proposal. Submit duplicate copies of all documents. Any deviation or voluntary alternates to bid specifications must be submitted in writing with bid response.

The products are to be furnished in accordance with the specifications and deliveries are to be made only upon purchase or internet order issued by individual school districts. The products are to be delivered to the schools identified in this Consortium, and in the time frames determined by each individual school district.

Bid Security is NOT required for this bid submission.

Method of Bidding

1. BASE BID: Bidders are required to bid on all items in an entire bid category. Bidders shall submit individual item unit pricing on the Bid Pricing Form spreadsheet for every item.

2. ADD ALTERNATE 1: Pricing for any contract extension period will be negotiated with the Consortium using the Vendor’s submitted Bid Proposal Form “not to exceed percent” as the maximum increase allowed for any extension period. All price adjustments must be justified with documentation from the milk producer.

3. ADD ALTERNATE 2: Vendors will offer additional items from their catalog (“non-contracted items”), at a set discounted rate as stipulated in the bid. Items not subject to the flat discounted rate must be clearly indicated in your proposal. Bidders shall include the % off list pricing for these additional products that each individual school district may purchase during the life of the contract, and any mutually agreed upon contract extension period.

Voluntary Alternates

Voluntary Alternates shall NOT be accepted for this ITB.

Unit of Measure If bid price is based on a different unit of measure (UOM) than unit of measure specified, Bidder MUST indicate unit of measure bid in the “Exception” field provided. Otherwise, it will be assumed that they have bid per the unit of measure specified and the Bidder will have to honor pricing based on the equivalent unit of measure.

Pricing

Pricing shall be FOB inside delivery at multiple locations. Unit pricing shall include inside delivery to each school (see Exhibit A for listing of all buildings) and shall be FOB destination with all handling and freight charges incorporated in the pricing.

The school districts may or may not provide their own milk coolers. The per unit prices on the Bid Pricing Form shall be provided for both dairy products only and dairy products including use of a milk cooler. Due to the monthly fluctuation of milk producer’s costs, all bidders are to base their bid pricing on the APRIL 2021 Michigan Milk Producers Association pricing for Class I Milk. Any subsequent change in the effective Class I price shall result in unit price adjustment, upward/downward, during any monthly period during the contract. All price increases must be justified with written documentation from milk producer(s).

Each bidder must bid on all items listed within a category in the Bid Proposal Form. They will be fully considered in awarding the contract.

Bids are considered irregular and may be rejected if unit prices contained in the bid proposal are obviously unbalanced either in excess of, or below, reasonable cost analysis values, or were based on the incorrect month of the Michigan Milk Producers Association pricing sheet. Any unit price that, in the sole opinion of the Consortium, is unbalanced or excessive may be rejected without affecting the validity of the bid or other unit prices. An entire bid may be rejected if, in the sole opinion of the Consortium, rejection of individual unit prices materially affects the bid.

Bid prices shall be firm for a maximum of 90 days from bid opening date until contract award. Pricing for awarded items shall be held firm for the duration of the contract period.

Unit Prices submitted will be held firm until June 30, 2023. Vendors will be held responsible for their bid price(s).

Should the contract be renewed for any additional periods, pricing will be negotiated with the Consortium with a not-to-exceed percentage increase as the maximum increase allowed as specified on the Bid Proposal Form. The Consortium will select the Bid Proposal(s) that it deems most qualified to serve the best interest of the school districts.

The option to renew contract shall be based upon the successful performance of the contract, pricing environment, and the Consortium’s discretion. Pricing will be fixed for the initial contract period. There will be an option to adjust pricing for the potential renewals periods based on the proposed not-to-exceed pricing escalator provided on the Bid Proposal Form.

Bid Documents

Unit pricing shall be submitted using the Lead Agency District-issued electronic files.

Bidders shall not add or delete any rows or columns unless specifically directly to do so in Addendum format by the Lead Agency District.

Minimum Order Requirements

Preference shall be given to those Bidders who offer no or lower minimum order requirements. If a minimum order amount or quantity is required, bidders must indicate such requirement on the Bid Proposal Form. It shall be understood that Bidder agrees to no minimum order requirements when this field is left blank.

Confidentiality The Consortium is subject to the statutory requirements for the Freedom of Information Act (FOIA) laws. All information in a Bidder’s proposal and any resulting contract are subject to the provisions of FOIA.

The Bidder agrees that the Lead Agency District may copy their proposal, respond to requests for such public records, and provide customer access to their information. The Bidder consents to such requests and warrants that this will not violate the rights of any third party. The Lead Agency District may, furthermore, load bid pricing information to its Lead Agency District’s website which allows public access.

Vendor information that is proprietary and/or confidential shall be so marked and kept readily separated from the rest of their proposal. An entire proposal shall not be marked as proprietary/confidential, or it may be disqualified from award consideration.

Sales Tax Exemption

It is understood that the school districts are governmental units, and as such, are exempt from the payment of all State and Federal Taxes applying to the products specified in this document. Therefore, the prices quoted by the Bidder should not include any allocation for taxes. The successful bidder shall pay all other taxes required by law.

Post-Bid Interviews

All experienced and qualified Bidders are requested to submit a Bid Proposal based on its experience and capability. The Consortium will select the Bidder(s) deemed to serve the best interests of the Consortium. The Consortium, in its sole discretion, reserves the right to request post-bid interviews from all, some or none of the Proposers. The Consortium reserves the right to request qualification information from any bidder before issuing documents, receiving bids or awarding a contract.

Brands and Samples

It is the sole discretion of the Consortium to determine if any and all proposed products meet the minimum specifications. We reserve the sole right to accept or reject a bid that does not meet minimum specifications. The Consortium may request to sample products as part of the review process. The Consortium may request sample products for student feedback.

Vendor must warrant that they are the legal and rightful owner of the products or that they are legally licensed and/or authorized to sell and/or distribute products being purchased hereunder by the Consortium. All products delivered under this contract shall be free and clear of any and all encumbrances of any kind.

Competitive Bid Pricing The Consortium is eligible to participate in other governmental entity bid award cooperatives (i.e. HPS, etc) for these same products at any time. The Consortium is expecting to receive competitive pricing equal or less than in this bid than offered to other such governmental bid awards. The Consortium reserves the sole right to not award part or all of this bid if unit pricing is higher than other cooperative bid awards. Bidders shall have no recourse.

If Bidder is replying to this ITB by utilizing a national or state contract offering (such as

HPS) all details and requirements related to that contract must be included with your Bid

Milk Quantities

The Bid Proposal Form includes the estimated total annual quantity of each type of milk product for each school district in the Consortium. The school districts shall not be held to any guaranteed / committed volume anticipated by the Vendor during this contract.

Milk Product Specifications

Milk and dairy products shall be produced in plants having a license from the Michigan Department of Agriculture for the production of these products.

It is understood that all conditions of this agreement are subject to compliance with the rules and regulations of all agencies of the Federal Government and State of Michigan in handling, distribution and sale of milk.

All foods produced and delivered to the school districts shall be done so under Hazard Analysis & Critical Control Point (HACCP) protocol. Pathogens are not permitted in any product at any time.

All milk shall be Grade A homogenized and/or pasteurized. Each milk container shall be eight (8) ounces unless otherwise specified by the individual school district.

All low fat and skim milk shall be fortified with 400 I.U. vitamin D per quart, and 2,000 I.U.

vitamin A per quart of low fat and skim milk. Whole milk shall be fortified with 400 I.U.

vitamin D. Butterfat content must be State of Michigan required minimum. Milk must meet all requirements of the FDA, State and Local Health Departments. A certificate of quality must be rendered to the Lead Agency District’s Child Nutrition Manager.

Detailed product listing and butterfat content is shown on the Bid Pricing Sheet.

Milk Container Specifications Milk shall be provided in a rip-proof plastic coated container. Each container shall be sound, sanitary, and leak-proof with lids that open properly and treated to kill bacteria and provide adequate protection of contents from contamination. Containers and cartons shall be free from dirt, foreign objects, bad odors, with easy to open spouts.

The temperature of the milk shall be maintained at range of 35 degrees Fahrenheit to 41 degrees Fahrenheit from the time of manufacture, through the time of delivery. Milk can NOT be in a frozen state.

Cases holding milk must be clean, sanitary and free of all odors. We will have the right to cancel order(s) of product not meeting the above conditions. It will be the Awarded Vendor’s responsibility to pick up empty milk cases on a timely basis at no charge to each school district. A minimum 7-day shelf life and provide or pickup of any milk not meeting specifications.

Buy American Provision Federally funded Child Nutrition Programs are required to buy food products produced in the United States (domestic) when using Federal Funds. Therefore, if there are domestic and non-domestic products available, vendors must offer and supply domestic products.

SECTION II. BID AWARD

Bid Award It is the intent of the Consortium to award the bid by their respective Board of Education during June 2021. Contract pricing shall be held firm from July 1, 2021 through June 30, 2023.

Submission of a bid will be construed as a conclusive presumption that the bidder is thoroughly familiar with the ITB requirements and that bidder understands and agrees to abide by each and all of the stipulations and requirements contained therein.

The Consortium reserves the right to award multiple Vendors for the same item. The Consortium retains the right to award all products to one bidder or to split out the award to more than one bidder at its own discretion without any changes in submitted unit pricing.

Bidder must indicate on his/her proposal any such EXCEPTION to the requirements in this

ITB.

The following criterion shall be considered in making an award, in no particular order:

Product reviews, product pricing, vendor profiles, complete information on bid responses, vendors experience with products, service and warranty support policies, delivery timelines, references, or any other factors as appropriate criteria deemed important by the Consortium.

Qualifications of Bidder

The Consortium will consider the Bidder’s record of performance of any contract for similar services for which he may have entered with other entities. The Consortium reserves the right to reject the bidder if the record discloses that such bidder, in the Consortium’s opinion, has not performed properly such contracts or otherwise disregarded contractual obligations. The Consortium may make such investigation as it deems necessary to determine the ability of the Bidder to perform the terms of the contract, and the bidder shall furnish the Consortium all information for this purpose as the Consortium may request.

The Successful Bidder shall be a long-standing (not newly created) distributor and /or franchise holder. Should any change in ownership and/or franchise occur within the time of this bidding period and/or contract, the Lead Agency District shall be given at least a 30-day advance notice. The new vendor will be required to meet all requirements set forth in the original contract. The Consortium reserves the right to place the new ownership on a 30-day probation period for any reason, or terminate the contract if any of the original terms and conditions of the contract are not enforced or revised.

Bidder shall maintain a business establishment with adequate inventories of the products offered, and must be capable of processing and shipping the types and numbers of orders to various destinations in accordance with requirements of the ITB and subsequent award.

Bidder must have the financial viability, creditworthiness, commercial soundness and depth of financial resources to insure the completion of all contractual obligations. The Consortium reserves the right to investigate or make any inquiry into the capabilities of any bidder to properly perform under any resultant contract.

Permit and License

All milk products shall be from sources approved by the State of Michigan Department of Agriculture, and the Bidder must hold a regular and a milk dealer’s permit from the Department of Agriculture. Required licenses and health permits shall be effective at all times during the period of the contract. Cancellation or revocation of license shall automatically cancel this contract.

Acceptance of Bid The Consortium shall have the right to waive any informality or irregularity in any bid received and to accept bids which, in his/her judgment, are in his/her own best interest.

The Consortium shall have the right to accept alternates in any order or combination and to determine the overall best proposal based on the specified unit prices bid and the alternates accepted.

The contract shall be awarded in the form of a Purchase Order mailed or facsimiled to the Vendor(s) selected by each school district.

Competitive Bid Pricing The Consortium is eligible to participate in other governmental entity bid award cooperatives (i.e. HPS, etc) for these same items at any time. The Consortium is expecting to receive competitive pricing equal or less than in this bid than offered to other such governmental bid awards. The Consortium reserves the sole right to award part or none of this bid for any reason (ie if unit pricing is higher than other cooperative bid awards).

Bidders shall have no recourse.

If Bidder is replying to this Bid by utilizing a national or state contract offering (such as

HPS) all details and requirements related to that contract must be included with your Bid

Right to Reject Bid

The Consortium reserves the right to waive any irregularities or informalities herein; to accept or reject any or all bids in whole or in part; or to award items to other than the low bidder if deemed in its sole discretion to be in the best interest of the Consortium. The bidder, in submitting his/her bid, agrees to accept the decision of the Consortium as final.

Bids are considered irregular and may be rejected for any of the following reasons unless otherwise provided by law: If bid proposal form furnished is not used or is altered, if there are unauthorized additions, qualifications, conditions, or irregularities of any kind which may make the bid incomplete, indefinite, or ambiguous as to its meaning, if bidder adds any provisions reserving right to accept or reject any awards of contract, if unit prices or alternates contained in the bid schedule are obviously unbalanced either in excess of, or below, reasonable costs analysis value, if bidder fails to complete any portion of the Bid Proposal Form where information is requested such that the Bid Proposal Form cannot be properly evaluated, or if any pertinent Instructions to Bidders is not fully complied with.

Warranty Vendor agrees that the goods furnished under any award resulting from this solicitation shall be covered by the most favorable commercial warranties the Vendor gives any customer for such goods or services and that the rights and remedies provided therein are in addition to and do not limit those available to the Consortium by any other clause of this solicitation.

Non-Exclusivity

Awarded Vendor(s) agrees that the Consortium reserves the sole right to order any product or service, whether listed or under this contract, from any source, at any time, without penalty from the Awarded vendor(s). This right shall not interfere with the servicing of this contract.

SECTION III. CONTRACT REQUIREMENTS

Electronic Order Placement Vendor(s) are required to offer internet-based ordering at no cost for use by the Consortium, if Consortium so chooses. Internet ordering should have the following capabilities: user passwords, online approval routing and display only the contract items (not the bidder’s full catalog).

Training and support for a Vendor-provided internet order system shall be provided by Vendor at no charge. The awarded Vendor agrees to have internal controls to ensure that only authorized individuals place orders.

Delivery

Delivery per site shall be made on a strict schedule every week. See Exhibit A for detailed delivery requirements for each school district. These delivery days will remain the same every week with exceptions for when buildings are closed over a long holiday break. The bidder will work with the individual districts to determine a delivery date for restocking after an extended break. Deliveries shall only be made during the school year. The Consortium reserves the right to adjust the delivery schedule with prior notice to Vendor.

The awarded vendor shall provide, in writing to each school district’s Food Service Director, the annual delivery time and route schedule no later than the second week in August or earlier if required for summer meals. The awarded vendor shall agree to begin deliveries in August or earlier if required for summer meals and continue regular deliveries through June for all school days as scheduled. This schedule shall be agreed upon by both the school district and the Vendor prior to the first delivery.

The Consortium requires that all deliveries be made within a maximum of two (2) business days after order placement. Delivery must be made as instructed on the purchase or internet order. It is clearly understood that the intent of these specifications permit orders throughout the year. The bids will NOT be used solely for “school start up” orders.

Deliveries to schools shall be made no earlier than 6:00 AM and be made no later than 11:00 AM unless otherwise instructed on the order. Detailed packing slips shall be included with each delivery.

Vendors that do not comply with the school district’s delivery dates as specified on the order without prior approval of the District may be eliminated from the Consortium’s bidders list for the next bid.

Note that there may be different entrance points for delivery at each school district. Driver shall use the front main door at some buildings and transport product to the Food Service Kitchen area. The Consortium will NOT accept deliveries left in the main front area of any building. Some schools require a district-provided passcode for entry. Drivers shall use this passcode only for delivering District-approved milk orders.

All product must be placed in refrigeration units when delivered. Vendor may have to leave product in front of cooler, however, at some school buildings if units are locked. No products shall be left outside under any circumstances. Delivery of items deemed unacceptable by the school district shall be rejected and returned at Vendor’s expense.

Communication of all late runs by phone or email.

All delivery personnel shall be in uniform, properly groomed, and courteous at all times.

Delivery personnel shall not be paid gratuity. The school district reserves the right to demand a replacement driver for repeated disturbances.

Detailed packing slips showing the exact quantities of each item delivered shall be left with district personnel with each delivery. Vendor shall take responsibility to correct delivery errors and/or problems at no extra cost to the school district.

Compliance with Local and State Health Guidelines The vendor shall ensure all staff are in compliance with local and state health policies.

These may include social distancing, PPE and sanitation practices.

Insurance Requirements Successful Vendor shall provide all workers compensation and general liability insurance coverage for all workers involved in this contract at all times.

Vendor agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release all the individual school districts, their officers and employees, from actions, claims, damages, disabilities or the cost of litigation that are asserted by any person or entity to the extent arising out of the negligent acts or omissions or willful misconduct in the performance by the Vendor hereunder, whether or not there is concurrent negligence on the part of the school district, but excluding liability due to the active negligence or willful misconduct of the school district. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Vendor or its agents, under workmen’s compensation acts, disability benefits acts or other employee’s benefits acts.

Product Inspection and Testing

All goods are subject to inspection and testing. The State Department of Health, the school district, or its representatives, reserves the right to inspect the premises, facilities and methods on or by which such milk is produced. In the event that goods are defective in material or workmanship, or otherwise fail to meet the requirements of the contract, the school district reserves the sole right to reject the goods. Rejected goods will be held for thirty (30) days after delivery. The Vendor shall arrange for the return of the goods, including paying for handling, packaging, restocking, and transportation costs. The school district has the authority to dispose of the items without further liability in the event that the Vendor fails to make return arrangements within the specified time period.

The contract may be immediately terminated with cause if bacteria is found in the products, in excess of the standards allowable.

Invoicing Procedure Invoices must reference the school district’s Purchase Order numbers and be mailed to the

Food Service Department for each individual school district. Bid pricing shall reflect Net 30 payment terms at a minimum.

Vendor shall be paid on the basis of invoices submitted and upon approval by an authorized district official and upon satisfactory completion of delivery. Payments will be mailed according to the District’s Accounts Payable Schedule after approval at the next normally scheduled Board Meeting date.

The School Board reserves the right to withhold any or all payments or portions thereof for Vendor’s failure to perform in accordance with the provisions of the contract or any modifications thereto. Any recurrence in invoicing errors that result in overcharges could result in termination of the contract.

Unusual Cost Increases

The Consortium is not responsible for any other charges (including, but not limited to, fuel surcharges, handling, redelivery, etc) for any reason during the contract. These increases will not be accepted during any one period, intermittently, or during the life of the contract for any reason.

Price Adjustments

Contract pricing shall be firm based on the cost or price of Class I milk (Federal Order price plus Premium) during the April 2021 period. Any subsequent change in the effective Class I price shall result in unit price adjustment, upward/downward, during the period of the contract. Each school district shall receive written and signed documentation from the Michigan Milk Producers Association at least 2 weeks in advance of the effective price adjustment date. The adjustment on the unit price shall be reflected at the beginning of the next billing period.

Item Changes and Backorders

All ordered items must be shipped as per bid specifications. Vendor must notify each school district of changes to products, units of measure, or other pertinent information, at least two weeks in advance of these changes becoming effective. In the event a product is discontinued, the proposed substitution must be approved in writing in advance by the school district(s).

If there is a backorder, Vendor is responsible to notify the individual school district immediately via telephone or email with the estimate delivery date for the backordered product. Each individual order will include a detailed packing slip and must reference the requester’s name. Districts shall not be billed for backordered items until the item has been delivered.

Reports

Awarded vendor shall provide a semi-annual detailed usage report in electronic format, Microsoft Excel, to each school district. Awarded vendor shall supply these reports upon request by the school districts.

Management reports will be required upon request by each school district. Vendor will provide a self-evaluation report to track fill rate performance for contract and non-contract items, average days to ship inventory accuracy, and any product returns.

Promotions

The Consortium expects to participate in all promotional and incentive programs offered to Bidder. Outline all rebate programs, incentives, or other special programs and describe how the Consortium would participate.

Sales Support

Vendor shall provide, at its expense, a local, dedicated area account representative to handle orders on an individual building and Consortium basis, who can be easily reached in person and through a cellular or 1-800 telephone number. Vendor shall also provide customer service personnel to adequately accommodate order entry, order and payment inquiries, and the handling of other order/payment related issues with the school districts.

District inquiries shall be responded to within two (2) business days. The Vendor’s performance shall be at all times timely, professional, and of a high workmanlike manner.

Emergency Substitutions In the event of an emergency situation, substitutions are acceptable with 24 hour notice.

Media Releases Vendor shall not make any news releases, public announcements or public disclosures, nor will they have any conversations with representatives of the news media pertaining to the ITB, impending contract or a resulting contract, without the prior written approval of the school district. Upon prior written approval, statements shall be in accordance with explicit and written instructions provided by the school district.

Internet Content

The Consortium shall not be bound by any content on the Awarded Vendor(s) internet ordering system. Vendor shall make all attempts to eliminate advertising spam on their system.

Contract Requirements

The successful bidder will be required to warehouse all items specified in the Bid Form and ship on an established scheduled basis to each school and/or building throughout the term of the contract. Some districts require a swing delivery schedule (2 deliveries week one, 3 deliveries week two) and other districts require a 2 delivery schedule per week, every week.

Some districts require daily delivery due to volume. Some districts require delivery in the summer.

The bidder is indicating that the items listed herein will be readily available to the Consortium within a maximum of three (3) business days of receipt of Purchase Order, internet or Phone Order. If not, the vendor will notify the school district’s Food Service Director promptly with an explanation. The school district then reserves the right to purchase the item from any available source and charge any difference to the vendor awarded this bid. Repeated stock-outs will result in the termination of this bid agreement.

Vendor agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release the Consortium, its officers, and employees, from actions, claims, damages, disabilities or the cost of litigation that are asserted by any person or entity to the extent arising out of the negligent acts or omissions or willful misconduct in the performance by the Vendor hereunder, whether or not there is concurrent negligence on the part of the school districts, but excluding liability due to the active negligence or willful misconduct of the school districts. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Vendor or its agents, under workmen’s compensation acts, disability benefits acts or other employees’ benefits acts.

If any provisions of this Bid shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Any subsequent agreement or contract entered into with the Vendor shall not conflict with the provisions of this bid. If any discrepancies are found, the provisions of this bid shall supercede any other agreement.

Availability of Funds

It is understood and agreed between the parties herein that each school district shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this contract.

Contract Renewals

Upon mutual agreement, the contract may be renewed for an additional 12 months. There can be up to 3 such renewal periods. Written agreement of contract renewal shall be given no later than 60 days prior to the expiration date of the current contract period.

The contract price for the extension period shall not exceed the contract price of the original contract by more than the percentage increase/decrease provided by the Vendor on the Bid Proposal Form in Add Alternate #1. If no such percentage is listed in the Add Alternate #1, then the percentage shall not exceed the percentage listed in the Producer Price Index of the United States Bureau of Labor Statistics for the latest 12 months for which statistics are available.

Warranties

All goods provided under this contract shall be of good quality within the description provided by the Consortium and shall be fit for their ordinary purpose. Goods shall conform to the agreed upon specifications, shall conform to the affirmations of fact made by the Vendor or on the container or label.

Vendor shall warranty that the goods are fit for the purpose required by the Consortium whenever the Consortium is relying on the Vendor’s skill or judgment to select or furnish suitable goods.

Vendor guarantees that any and all product delivered complies in all respects with, and is not adulterated or misbranded within the meaning of standards and regulations established by Federal or State laws.

Vendor must warrant that they are the legal and rightful owner of the products or that it is legally licensed and/or authorized to sell and/or distribute products being purchased hereunder by participating school districts. All products delivered under this Agreement will be free and clear of any and all encumbrances of any kind.

Assignment This agreement and any interest herein may not be assigned or transferred, in whole or in part, by either party without the prior written consent of the other party, and any assignment or transfer without such consent shall be null and void.

Severability If any provision of this agreement is held invalid or unenforceable, the remainder of this agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect.

Force Majeure

Neither party shall be liable for any loss or damage suffered by the other party, directly or indirectly, as a result of the other party’s failure to perform, or delay in performing, any of its obligations contained in this agreement (except as obligations to make payments hereunder), where such failure or delay is caused circumstances beyond the first party’s control or which make performance commercially impracticable, including but not limited to fire, flood, storm, or other natural disaster, explosion, accident, war, riot, civil disorder, governmental regulations or restrictions of any kind or any acts of any government, judicial action, power failure, acts of God or other natural circumstances.

Entire Agreement This agreement constitutes the entire agreement between the parties, supersedes all previous agreements, written or oral, and there are no understandings, representations or warranties of any kind, express, implied or otherwise, not expressly set forth herein.

Governing Law This Contract will be executed in the State of Michigan and shall be governed by and construed under the laws of the State of Michigan. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of the competent jurisdiction in Genesee County.

SECTION IV. CONTRACT CHANGES

Contract Changes The Consortium reserves the right to modify the resulting contract at any time during the contract term. These modifications can include changing product specifications, delivery locations, and any other modifications deemed necessary. The Vendor shall be entitled to an equitable adjustment if mutually agreed upon.

Any contract changes proposed by the Vendor shall be in writing and are subject to prior acceptance by the Consortium. Vendor shall be required, upon request, to substantiate the need for the modification. In the event that the proposed change(s) are not acceptable to the Consortium, the contract or portion thereof shall be subject to cancellation. Any and all contract amendments shall in no way invalidate or make void the terms of the original agreement.

Ownership Changes

The Awarded Vendor shall notify the Lead Agency District within thirty (30) days of any pending change in ownership or officers that could result in the valuation of its capitalized assets in the accounting records. The Awarded Vendor shall also notify the Lead Agency District within thirty (30) days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur, as a result of a change of ownership or officers.

Dispute Resolution

In the event the awarded Vendor fails to meet the requirements of this bid document and/or any of its related addendums, the following steps will be taken in addition to any remedies available by law:

The awarded vendor will be given, in writing, a letter stating the nature of the violation along with a time period to cure. The awarded vendor will have five (5) business days after receipt of letter to rectify and respond to the violation in writing to the Lead Agency District’s Purchasing Department. The response must include the nature of the violation, how it will be resolved, and what steps are being taken to prevent this violation from occurring again.

Non-performance of contractual obligations can include but is not limited to the following:

failure to supply awarded items, failure to supply awarded items in compliance with bid requirements and honored pricing, failure to deliver on time, unauthorized substitution of product, failure to submit timely and accurate reports and/or invoices, failure to provide a functioning internet ordering system, failure to service the contract in a professional manner, or violation of any other term of the contract.

The Vendor shall not, however, be considered to be in default if performance is delayed/made impossible by an act of God, floods or fires.

Contract Termination

Cancellation for Cause: If the awarded Vendor has not resolved the violation or continues to repeat a similar past violation, the Consortium reserves the right to immediately terminate the awarded bid by giving written notice of intent to do so. The Consortium can also decide to procure items in substitution from an alternate source and/or exercise any remedy provided by law. The Vendor shall be held responsible for excess costs occasioned thereby.

Additionally, the Consortium reserves the right not to award future bids to the terminated vendor for up to 5 years.

Cancellation due to Bankruptcy/Insolvency: If the Awarded Vendor files for protection under bankruptcy law, or if they become insolvent, the Lead Agency District shall be notified in writing of such an occurrence within five (5) business days of the event. The Consortium may, without prejudice, immediately terminate the Contract, in whole or in part as a result of this event.

Cancellation for Convenience: The Consortium, and/or any of the individual school districts, reserves the right to cancel this contract, with thirty (30) days written notice, in whole or in part, if it is determined that such a cancellation is in the school districts’ best interest. These reasons shall be left to the Consortium’s discretion, but can include the fact that the products are no longer needed, changes in law or rules that make the contract no longer feasible, unacceptable prices or price increases, or the ability to procure items through another contract at a lower price.

Cancellation for Non-Appropriation: This contract can be terminated by any individual school district with thirty (30) days written notice to the Vendor(s) in the event that funds are no longer available or appropriated to make payment for these products.

Assignment Awarded Vendor cannot assign any right, interest or delegation of duty in this contract to another entity without prior written permission by the Consortium.

The Consortium reserves the right to assign some, or all, of this Contract to any organization in the event of a contract cancellation with Vendor.

Governing Law This Contract will be executed in the State of Michigan and shall be governed by and construed under the laws of the State of Michigan. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of the competent jurisdiction in Genesee County.

SECTION V. BID PROPOSAL FORM

INVITATION TO BID – MILK (FLUID) PRODUCTS

The undersigned understands that the Consortium reserves the right to reject any and all bids in whole or in part, and to waive informalities and irregularities in bidding. The Consortium also reserves the right to hold bids for a period of 90 days from bid opening date. If in the Consortium’s opinion it is in their best interest, the contract may be awarded to other than the lowest bidder, for reason of establishing uniformity, delivery time, etc.

If award is made to us under this proposal, we agree to enter into an Agreement with Bangor…