Model_Contract_-_Meat_Products.pdf

County of Orange Sheriff-Coroner

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Purchase of Various Meats and Meat Products

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Contract 060-2858105-MB

For

Purchase of Various Meats and Meat Products

Between

Sheriff-Coroner

And

TBD

060-2858105-MB

Purchase of Various Meats and Meat Products

CONTRACT

BETWEEN

COUNTY OF ORANGE

AND

TBD

FOR

Purchase of Various Meats and Meat Products

This Contract 060-2858105-MB for Purchase of Various Meats and Meat Products (Contract) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California (“County”), and TBD, a TBD (Contractor), with County and Contractor sometimes referred to as Party or collectively as Parties.

ATTACHMENTS

This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:

Attachment A – Scope of Work

Attachment B – Payment and Compensation

RECITALS

WHEREAS, Contractor and County are entering into this Contract for Purchase of Various Meats and Meat Products under a firm fixed fee Contract; and, WHEREAS, County solicited Contract for Purchase of Various Meats and Meat Products as set forth herein, and Contractor represented that it is qualified to provide Purchase of Various Meats and Meat Products to the County as further set forth here; and, WHEREAS, Contractor agrees to provide Purchase of Various Meats and Meat Products to the County as further set forth in the Scope of Work, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in Payment/Compensation, attached hereto as Attachment B; and, NOW, THEREFORE, the Parties mutually agree as follows:

ARTICLES

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Purchase of Various Meats and Meat Products

GENERAL TERMS AND CONDITIONS

1. Governing Law and Venue:

This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

2. Entire Contract:

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee.

3. Amendments:

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

4. Taxes:

Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Contractor.

5. Delivery:

Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.

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6. Acceptance Payment:

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

7. Warranty:

Contractor expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

9. Assignment:

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.

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11. Termination:

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by County of its right to terminate Contract shall relieve County of all further obligation.

12. Consent to Breach Not Waiver:

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

13. Independent Contractor:

Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.

14. Performance Warranty:

Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

15. Changes:

Contractor shall make no changes in the work or perform any additional work without County’s specific written approval.

16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.

Notwithstanding other notice or termination provisions contained herein, County reserves the right to immediately terminate this Contract, as of the date on which the County provides written determination of termination of this Contract under this provision anytime upon or after assignment, in the event that the

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County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services or commodities under this Contract. In the event of an immediate termination under this provision, the Contractor shall promptly refund the County an amount equal to the pro rata portion of any charges the County paid in advance for any remaining portion of the Contract after the date of termination. Likewise, the County shall not be liable for payment for any remaining services not yet provided and accepted by the County under this Contract after the date of termination for any payments to be made in arrears pursuant to the terms of the Contract.

17. Force Majeure:

Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies.

18. Confidentiality:

Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.

19. Compliance with Laws:

Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

Contractor shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract.

20. Freight:

Prior to County’s express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.

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21. Severability:

If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

22. Attorney Fees:

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

23. Interpretation:

This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

24. Employee Eligibility Verification:

Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

25. Audits/Inspections:

Contractor agrees to permit County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection.

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County reserves the right to audit and verify Contractor’s records before final payment is made.

Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should Contractor cease to exist as a legal entity, Contractor’s records pertaining to this Contract shall be forwarded to County’s project manager.

26. Contingency of Funds:

Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

27. Expenditure Limit:

Contractor shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued.

28. California Public Records Act:

Contractor and County agree and acknowledge that all information and documents related to the award and performance of this Contract may be subject to disclosure pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Contractor shall not respond to any California Public Records Act request directed at County; all responses shall be handled by County.

29. SPECIFIC BID REQUIREMENTS

Contractor shall have a location with 100 mile radius of the County of Orange Jail Facilities.

a) Price shall include deliveries to all locations listed within. Ordering cycle may range from weekly to bi-monthly.

b) Contractor may not request minimum quantity or value orders. Minimum order limitation is not acceptable to the County of Orange.

c) Contractor shall insure application of an existing return and /or exchange policy, consistent with conventional retail sales. Contractor shall accept returns of products in full cases.

d) All Contractors processing products listed on this Contract must have premises under inspection and be in compliance with the Health Department, Food Sanitation and Consumer Protection Division. The County may require copies of current health permits.

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e) Any changes to Contract Attachment B in regards to the brand/label, unit case size or price shall be made in writing by the Contractor to the using department and Sheriff’s purchasing. A minimum of 30-days advance notice is required to secure such adjustments and modifications to the contract.

f) Further Processed Meats or Cured Meats: Brand label and IMPS will be equal weighing factors when determining an acceptable product at receiving point.

g) Standardized Sub-Primo and Portion Cut Meats including “IMPS Series 700 or all other variety type meats: USDA’s IMPS will be the dominating weighing factor opposed to label brand and/or packer in determining an acceptable product at receiving point.

h) Please be aware that OCSD Food Services will review their current menu at times and may reduce or increase the need for some of the beef products. OCSD Food Services will notify the Contractor via email prior to making any changes to the weekly meat orders.

i) All Contractors supplying the product to be handled, packaged or pre-packaged in any way must have a valid USDA number and be in full compliance with USDA regulations. All Contractors for these products must apply their USDA number(s) with their bid.

j) All Contractors supplying pre-packaged/fully processed product must not re-package or re-handle product in any way. Product must be delivered in its original pack/box/package and be clearly identified with the producer/packer’s name and USDA log number and all required markings. Contractor(s) providing these products only, are not required to provide USDA numbers with their bids.

k) Contractor shall produce large quantities of meats in advance from producers and/or packers based on County’s approximate usage. Contractor shall clearly identify restrictions of any kind of the producers, packers and/or suppliers, i.e. minimum order requirements, shelf life limitations, etc.

l) Contractor shall clearly identify label/brand (in space provided) for all further processed meats also known as cured meats products/items.

m) Standardized Sub-Primo and portion cut meats including “IMPS” Series 700, all other variety type meat products will be bid per USDA IMPS number and the processor, or packer will be identified in the space provided for label/brand.

n) All meat products and Low Sodium Meat products are to have an ingredient label and nutrition label.

30. ABBREVIATION OF TERMINOLOGY:

31. USDA REGULATIONS:

a) All meat and meat products shall originate from animals slaughtered in establishments regularly operated under the MPIO regulations of the FSIS or under a system of meat inspection approved by FSIS. In addition, 060-2858105-MB all meats and meat products shall be processed in establishments also meeting these regulation requirements.

b) All meat and meat products purchased under this agreement shall be processed in premises inspected by the USDA and the Health Department Food Safety Inspection.

c) The USDA through its AMS develops and maintains the IMPS for meat products. Contractors will utilize these specifications for all meats and meat products delivered to the County of Orange.

d) All meat purchased under this contract shall be marked in accordance with USDA General Requirements.

32. PACKING AND PACKAGING REQUIREMENTS:

a) All packing and packaging shall be in accordance with the USDA General Requirements. b) All products shall be packaged in new fiberboard boxes/containers acceptable by common or other carrier for safe transportation to point of delivery. c) Packaging must be free of stress due to humidity, storage, and refrigeration of handling, etc. All products shall be kept and stored in compliance with the Health Department Food Sanitation and Consumer Protection. d) Containers shall be of a size to accommodate the product without slack, over-filling or bulging. No metal clips, wire, or metal devices of any kind shall be used on bags, casting or package closure. e) No container shall exceed seventy (70) pounds unless the weight of the individual unit exceeds seventy (70) pounds. f) All Meat purchased under this Contract must be marked in accordance with USDA General Requirements.

33. MARKING OF SHIPPING CONTAINER REQUIREMENTS:

a) All marking materials shall be flat, water fast, non-smearing, be legible and provide a definite contrast upon the surface of the container.

b) Master container, box/crate/package, will be clearly identified with processor, packer and/or brand name (if different), type or true name of product, description, weight, production/processing date, point of origin of product and all pertinent/ applicable information.

34. USAGE:

a) Quantity usage as listed on Attachment B are approximate, there are no guarantees of usage.

b) Increase and/or decrease of usage may occur due to: Unscheduled but necessary menu changes Change in inmate population “Opportunity Purchase” which are products offered to the County at a greatly reduced cost for quick sale, etc.

35. QUALITY ASSURANCE:

a) Contractor shall be responsible for quality control on product shipped against this Contract.

b) Product will show no evidence of freezing, defrosting and/or mishandling: product shall be free of any “off” or foreign odors to meat, rancidity, mold and other deterioration or damage.

c) Products shall reflect the appropriate style, shape, weight range, curing, skinning, boning, defatting, smoking, cooking, packaging, packing, and state of refrigeration as specified and applicable.

d) Products shall have appropriate shelf life/longevity as stated in paragraph 11, SHELF LIFE.

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36. SPECIFICATIONS:

a) Product listed on Attachment B, Compensation and Pricing Provisions, will conform exactly to the IMPS issued by the USDA through its AMS division. Contractor will utilize and abide by these specifications for all meats and meat products delivered to the County of Orange. County of Orange MA-060-21010140 Page 20 of 28 Sheriff-Coroner Department Purchase of Various Meats and Meat Products File No.: C028545

b) Product delivered which does not conform completely to the USDA’s IMPS will be refused and/or returned at Contractor’s expense.

37. LABEL/BRAND:

a) Contractor shall clearly identify label/brand (in space provided) for all further processed meats also known as cured meats products/items.

b) Standardized Sub-Primo and portion cut meats including “IMPS” Series 700 or all other variety type meat products will be bid per USDA IMPS number and the processor or packer will be identified in space provided for label/brand.

c) All Meat products, Low Sodium Meat products are to have an ingredient label and nutrition label accompanying when supplied.

d) Processed meats also known as cured meat product/item, i.e. ham, sausage, lunch meat, bologna, etc., listed on Attachment B with specified brand/label are products that have been evaluated and/or tested by the County users and determined to be satisfactory, acceptable or approved product. Only approved product label/brand will be considered.

38. NEW (NON-APPROVED) PRODUCT LABEL/BRAND:

Contractor wishing to introduce a new label/brand product/item to the County shall follow these procedures.

a) Contractors are welcome and encouraged to suggest/introduce the County to new non-approved “Brand” by inputting/entering suggested “Brand” in space provided under each item.

b) If the County is considering “Brand” suggested, then the buyer may contact the proposing vendor for sample and complete specifications of suggested product. The County shall require sample and complete specifications of suggested product. Sample product(s) shall be at no cost to the County.

c) Contractors may also contact buyer with basic information on proposed product(s). Buyer shall instruct/direct the Contractor to where the proposed product sample can be delivered for evaluation by County. (Sample product(s) shall be at no cost to the County.)

d) Sample of proposed product(s) shall be accompanied by all identification labels with full product description, ingredients label and all pertinent information, i.e. portion size, pack size, number of pounds per case, label/brand, etc.

e) Upon completion of product evaluation and/or testing, County using Department shall send a brief memo to buyer with test results; satisfactory or unsatisfactory. Memo shall include product provenance and be accompanied by all applicable information.

f) Contractor shall be ultimately and solely responsible to follow-up on the testing result of the proposed product with the user and insuring that the buyer is informed

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39. SHELF LIFE:

a) All products shall show the production/processing date and shall be delivered no later than specified time shown below, according to state of product, chilled or frozen.

b) Fresh Chilled meats shall be delivered no later than twelve (12) days from production/processing date.

c) Cured Chilled meats i.e. bologna, salami, etc. shall be delivered no later than thirty (30) days from production/processing date.

d) Frozen meats shall be delivered no later than one-hundred eighty (180) days from production/processing date.

e) Exception: wieners, turkey items shall be delivered no later than six (6) months from the date of production/processing.

40. FROZEN AND CHILLED:

a) All products specified as frozen must be kept in frozen state, never been thawed or show any sign of thawing. Contactor shall ensure product is placed into a freezer capable of maintaining an ambient temperature of 0 °F (-17.8 °C) or lower, and internal temperature of product must be maintained until final delivery destination. The finding of any product or individual box showing County of Orange MA-060- 21010140 Page 21 of 28 Sheriff-Coroner Department Purchase of Various Meats and Meat Products File No.: C028545 evidence of deterioration due to mishandling, thawing and/or re-freezing, freezer burn, obvious deviation from specifications and/or requirements, may cause rejection of the lot or whole order.

b) All products specified as chilled must not be frozen, never been frozen or thawed, or show any evidence of freezing or defrosting. Contractor shall ensure that all chilled products are processed and stored in refrigerated room that is adequate to maintain product in excellent condition until time of delivery.

c) Contractor shall be responsible for delivering the product at a temperature not less than 28 °F (-1.1 °C) or higher than 40 °F (4.4 °C), obvious deviation from specifications and/or requirements may cause rejection of the lot or whole order.

41. KOSHER/HALAL MEAT PRODUCTS:

a) Contractor shall provide County with a current Kosher and Halal certificate for the Kosher and or Halal meat prior to the bid award.

42. QUOTING, PRICING AND INVOICING:

a) Prices listed shall be per pound for items as listed on Attachment B and shall include deliveries to all locations as listed on Attachment A.

b) Prices shall include guarantee of full and complete compliance to USDA’s IMPS.

c) Prices shall include full product guarantee of freshness of consumability, meet all USDA specifications as well as all USDA and FSIS regulation requirements.

d) Invoiced prices shall be per the contract. Error and discrepancy are costly to the County and will not be tolerated.

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e) Upon receipt of invoicing and/or monthly billing statement from the contractor, County shall process billing for payment via Auditor-Controller on a net 30-day from the time these are submitted. The County’s ordering division must pre-approve any other payment arrangements.

43. DATE OF ORDER:

a) The County of Orange, Auditor-Controller will pay for product purchased during contract period only.

To prevent late or delayed payments, Contractor shall be responsible to clearly identify the date of the order on each invoice.

b) Date of order will take precedence over the date of delivery. The Contractor must clearly identify the order date on all invoices to the County. It is not the County’s intent to place an order for product delivery beyond the first seven (7) calendar days of any subsequent contract period.

44. DELIVERY REQUIREMENTS:

a) Delivery locations, receiving days and time listed below may occasionally be negotiated between the contractor and the users.

b) All deliveries shall be made in mechanically cryogenically refrigerated trucks. Refrigeration must be in continuous operation from shipping point to final destination and maintain product at a temperature that meets all USDA Regulations.

c) Emergency Deliveries – During the course of the contract the jail facilities may experience an unanticipated lockdown or inmates or other emergency situation. During this time sack meals are prepared for every meal. Delivery of extra lunchmeat or other meat product may become necessary to insure the inmates are fed in accordance with CA Title 15. The contractor will be notified by phone and/or email as soon as possible, should an additional delivery of lunchmeat or other meat product becomes necessary.

Delivery of the additional meat will be expected within 24 to 48 hours of notification to the contractor by County.

45. ACCEPTANCE AND REJECTION:

a) Contractor shall establish such quality control measures as may be necessary to assure that products delivered will be in complete compliance with all applicable specifications, regulations and requirements as identified within.

b) Receiving facility shall review and examine each incoming delivery to ensure that temperatures, box markings, delivery dates and all other contractual or specification requirements are fully met.

c) Product acceptance or rejection shall be at the sole discretion of the County receiving facilities. Receiving facility may reject a portion or the whole shipment may be rejected if determined not to be in complete and full compliance.

d) Any necessary replacement will be made within 24 hours at ultimate final destination (using County facility) at no additional cost to the County.

46. BACK ORDER/SHORT ORDER OF PRODUCTS:

a) Any product back ordered or short delivered by Contractor shall be re-delivered within 24 hours by special delivery to ultimate final destination (using County facility) at no additional cost to the County.

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b) Packing slip/invoice shall reflect the exact quantity delivered. Back orders and short orders will be invoiced separately.

47. COMMUNICATION AND SUBSTITUTIONS:

a) Communication: Contractor shall talk/communicate directly with user on anticipated late delivery and/or minimal unanticipated inconsistency.

b) Substitution: Contractor shall notify the user and the buyer at Sheriff Purchasing as soon as possible of any necessary substitutions. Contractor must receive approval or concurrence from user in writing prior to delivery of product substitution or product shall be subject to rejection at receiving point.

c) Substitution Waiver: Substitute may be acceptable without approval for higher-grade product i.e. Choice Grade in lieu of Select at no additional cost to the County.

48. UNLOADING OF PRODUCT:

a) Vehicle Securing: Contractor or its employee upon exiting the cab of the truck after entering the County facility security area for product delivery will lock and keep the cab of the truck securely locked at all times while on facility security area.

b) Communication: Contractor or its employee shall keep communication with inmate workers to a strict minimum. No personal conversations are to take place between contractor or its employee and inmates.

Violation may subject Contract “Termination”.

c) Unloading of Product: The Contractor, its employee or delivery personnel will be required to make all necessary arrangements and /or precautions necessary to unload shipment and complete the delivery.

County employees and/or inmates workers shall NOT enter delivery vehicles or unload shipment to be received. Inside delivery to secured facilities may be required.

49. LIST OF USERS, DELIVERY SITES AND DELIVERY SCHEDULES:

a) Delivery Instructions 1. Contractor shall make deliveries Monday through Friday.

2. No holiday or weekend deliveries shall be accepted.

3. County Observed Holidays:

b) Delivery Locations Contractor shall coordinate with County for deliveries to the Orange County Sheriff- Coroner Department’s facilities listed below:

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INDEMNIFICATION AND INSURANCE PROVISIONS

1. Indemnification

Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Contractor of any insurance requirements of obligations created elsewhere in this Contract.

2. General Insurance Requirements

Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractoragrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.

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Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIR)’s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Contractor. If Contractor is self-insured, Contractor will indemnify the County for any and all claims resulting or arising from Contractor’s services in accordance with the indemnity provision stated in this contract.

If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below.

Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Contractor fails to provide the insurance certificates and endorsements within ten (10) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

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County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

3. Commercial General Liability

Minimum limits and coverage

$1,000,000 per occurrence; $2,000,000 aggregate

Required Coverage Forms

The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form at least as broad naming the County of Orange its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage, which will state As Required by Written Contract.

B. A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor's insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.

The Commercial General Liability policy shall contain a severability of interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).

4. Automobile Liability including coverage for owned, non-owned and hired vehicles

Minimum limits and coverage

$1,000,000 combined Single Limit

Required Coverage Forms

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

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5. Workers' Compensation

Minimum limits and coverage

Statutory

Required Endorsements

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and employees or provide blanket coverage, which will state As Required by Written Contract.

6. Employers Liability Insurance

Minimum limits and coverage

$1,000,000 per accident or disease

ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Purchase of Various Meats and Meat Products Items from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as “Attachment A”.

2. Term of Contract:

The initial term of this Contract shall become effective Monday, September 1, 2025 and shall continue for three (3) calendar years, unless otherwise terminated as provided herein.

3. Renewal:

This Contract may be renewed by mutual written agreement of both Parties for two (2) years. The County does not have to give reason if it elects not to renew. Renewal periods may be subject to approval by the County of Orange Board of Supervisors.

4. Adjustments – Scope of Work:

No adjustments made to the Scope of Work will be authorized without prior written approval of County assigned Deputy Purchasing Agent.

5. Bills and Liens:

Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of the Indemnification and Insurance section, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.

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6. Breach of Contract:

The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

A. Terminate Contract immediately, pursuant to the General Terms and Conditions section, Termination paragraph herein;

B. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;

C. Discontinue payment to the Contactor for and during the period in which Contractor is in breach;

and

D. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to the above.

7. Civil Rights:

Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended;

the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.

8. Conflict of Interest – Contractor’s Personnel:

Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor, Contractor’s officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County.

Contractor shall notify County, in writing, of any potential or actual conflicts of interest between Contractor and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Contractor. While Contractor will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor must also provide an update to County upon request by County.

9. Conflict of Interest – County Personnel:

County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any County employee for any purpose.

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10. Contractor’s Project Manager and Key Personnel:

Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld.

Contractor’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines.