RFP10_2026_018 Refrigeration Equipment Replac.pdf

Document provided by the Georgia Department of Education School Nutrition Division Page 1 of 39 This institution is an equal opportunity provider.

REQUEST FOR PROPOSAL (RFP)

BARTOW COUNTY SCHOOL NUTRITION PROGRAM

REFRIGERATION EQUIPMENT REPLACEMENT

RFP NO. 10-2026-018

School Food Authority (SFA): Bartow County School System

Address: 65 Gilreath RD NW Cartersville, GA 30121

REQUEST FOR PROPOSAL TIMELINE

Proposal Issue Date 2/27/2026

Final Date for Written Questions 3/16/2026

Proposal Due Date and Time 3/30/2026 12:00pm

Proposal Due Location 65 Gilreath Rd NW, Cartersville, GA 30121

Proposal Opening Date and Time 3/30/2026 @ 3:00pm

Proposal Opening Location 65 Gilreath Rd NW, Cartersville, GA 30121

Award Date (per award letter and determined by State Agency approval date)

4/20/2026

Start Date and End Date: MM/DD/YYYY 4/20/2026 - 4/20/2027

Name of Awardee (completed after contract is awarded)

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INTRODUCTION

This document contains a Request for Proposal (RFP) for providing replacement equipment for various walk-in freezer and walk-in cooler units under the Nutrition Department for Bartow County Schools. This RFP sets forth the terms and conditions applicable to the proposed procurement.

REQUEST FOR PROPOSAL

A. Legal Notice

Notice is hereby given that Bartow County Schools, hereinafter referred to as the SFA, intends to examine alternatives to its present refrigeration equipment replacement purchases. The offeror to this RFP will be referred to as the Bidder/Offeror/Proposer.

No intent should be construed from this legal notice that the SFA intends to enter into a contract with any party for alternative contracting services unless, in the sole opinion of the SFA, it is in the SFA’s best interest to do so.

All costs involved in submitting a response to this Request for Proposal (RFP) shall be borne in full by the party incurring said cost. Offerors or their authorized representatives are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals; failure to do so will be at the offeror’s own risk, and it cannot secure relief on plea of error. The SFA is not liable for any cost incurred by the offeror in submitting a proposal.

SFA reserves the right to accept any proposal which it determines most favorable to the interest of SFA and to reject any or all proposals or any portion of any proposal submitted which, in SFA’s opinion, is not in the best interest of SFA.

Any contract that may arise from this RFP will be between the Offeror and the SFA and upon acceptance, this document shall constitute the Contract between the Offeror and the SFA. The Georgia Department of Education (GaDOE) is not and will not be a party to any contract between an SFA and an Offeror. The SFA has full responsibility for ensuring that the terms of the Contract are fulfilled. However, GaDOE can deny payment to the SFA if the SFA fails to ensure that all parts of the Contract are followed.

Any changes to the terms or conditions of this Contract, which are required by Federal or State law or rule, or changes to Federal or State laws, rules, or citations are automatically incorporated herein, effective as of the date specified in such law, rule, citation, and/or USDA Memo.

In accordance with Federal law and U.S. Department of Education policy, SFAs and Offeror’s are prohibited from discriminating on the basis of race, color, national origin, sex, age, or disability.

In the event of the Offeror’s nonperformance under this contract or the violation or breach of the terms of this contract, the SFA shall have the right to pursue all available administrative, contractual and legal remedies against the Offeror. 2 CFR Appendix II to Part 200 (A)

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B. Procurement Method

Procurement Method will be the Competitive Sealed Proposal method (commonly known as a Request for Proposals or RFP). The Competitive Sealed Proposals method differs from the traditional sealed bid method in the following ways:

Competitive sealed proposals allow discussions with competing offerors and adjustments to the initial proposal.

Comparative judgmental evaluations may be made when selecting among acceptable proposals for award of the Contract.

All procurement transactions shall be conducted in a manner that provides maximum full and open competition consistent with applicable regulations and compliance with program regulations in accordance with 7 CFR 210,215,220,245, and 250; and FNS instructions and policy, as well as 7 CFR 210.16, 210.21, 250 Sub D, 7 CFR 200.318-326, Appendix II Part 200.

Procurement must be conducted so that there is no apparent or real conflict of interest.

C. Request for Proposal Submission

Proposals will be received until 12:00 P.M. on 03/30/2026 at 65 Gilreath Rd NW Cartersville, GA 30121, for supplying the SFA with refrigeration equipment replacements from April of the school year of 2025 – 2026 to April of the school year of 2026 - 2027. All proposals will be time-stamped and dated upon receipt. Any proposal submitted after the time specified for receipt will not be considered and will remain unopened.

All proposals must be submitted in a sealed envelope marked as School Nutrition Refrigeration Equipment Replacement Proposal, # 10-2026-018 and also marked on the envelope with the offeror’s complete return address.

Email or facsimile (fax) submissions are not allowed and will not be opened.

Two copies of Competitive Sealed Proposals are to be submitted by US Postal Service (USPS), in person or by courier service to:

Bartow County School Nutrition Morgan West 65 Gilreath Rd NW

Cartersville, GA 30121

To be considered, each offeror must submit a complete response to this solicitation using the forms provided, along with any other documents submitted as a part of the Proposal and considered responsive to this RFP. No other documents submitted with the RFP and Contract will affect the Contract provisions, and there may be no modifications to the RFP and Contract language. If the offeror modifies, revises, or changes the RFP and/or Contract in any manner, SFA may reject the offer as non-responsive.

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As provided herein, under state law and, or regulations and the SFA’s local policy, discussions may be conducted with responsible offerors who submit proposals determined to be considered for award selection. Discussions will be for the purpose of clarification, to assure full understanding of all terms and conditions of the response to this RFP and the Contract’s requirements. In conducting these discussions, there shall be no disclosure of any information derived from proposals submitted by competing offerors.

If additional information is requested to adequately respond to this RFP, please contact Morgan West in writing at morgan.west@bartow.k12.ga.us. Any additional information provided to one offeror will be available to all.

Competitive sealed proposals are subject to all conditions and specifications attached hereto.

D. Opening of Proposal:

Opening will be at 3:00PM on 03/30/2026 at 65 Gilreath Rd NW Cartersville, GA 30121 in a closed setting.

Opening will not be open to the public. Proposals will not be accepted after the date and time as indicated in the RFP Timeline as the proposal due date. A State Agency (SA) representative shall accompany the opening of the proposals by means of virtual or in person avenues. No proposal may be altered, amended, or withdrawn after the specified time for opening proposals.

E. Proposal Award Criteria

Award will be made only to a qualified and responsible offeror whose Proposal is responsive to this solicitation.

A responsible offeror is one whose financial, technical, and other resources indicate an ability to perform the services required. All proposals are to be safeguarded by the SFA. Proposals will be evaluated by an SFA committee based on the Criteria Award Table provided. Each SFA committee member will score the proposals independently before the committee identifies the most advantageous response.

The offerors will be notified after all responses have been scored as to the status of their proposals. No information is released until after the award is made.

Weighted Evaluation Criteria

The SFA must determine in advance of issuing the RFP what percentage each category below will be given when comparing proposals. SFA may amend, delete or add additional categories if needed with an overall 100 points total. A cut-off score must be pre-set by the SFA. Proposals that score under the cut-off score will not be considered for a contract and will be notified in writing. Only offerors that meet or exceed the cut-off score will enter into negotiations for a contract. The RFP must establish a level playing field for all offerors that submit proposals. Review the Criteria Award Table for the weighted percentages. They include, but are not limited to the following award criteria:

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Criteria Award Table

( 40 ) points Cost & Financial Proposal (must be the highest points)

( 30 ) points Response Time (Communication and In-Person Inspections)

( 30 ) points Quality of Work/Workmanship (based off of 3 or more References and Warranties given)

100 points TOTAL

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F. Proposal Protest Procedures

Any protest shall be in writing and shall be delivered to the SFA’s designated Protest official at the designated County Board of Education (Albert Zielke). A protest of a solicitation shall be received by the named individual before the offer due date. The protest shall be filed within ten (10) days from the award notice and shall include:

1. The name, address, and telephone number of the protestor;

2. The signature of the protestor or an authorized representative of the protestor;

3. Identification of the purchasing agency and the solicitation or contract number;

4. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents;

5. The form of relief requested.

A written response to the protest will be made within 30 days from receipt of the protest and all items indicated above.

The County Board of Education shall in all instances disclose information regarding protests to the State Agency.

G. Firm Offer

By submitting a response to this RFP, and if such response is not withdrawn prior to the time for opening of proposals, offeror understands and agrees that they are making a firm offer to enter into a Contract, which may be accepted by the SFA, and which will result in a binding Contract.

Such proposal is irrevocable for a period of ninety (90) days after the time for opening of proposal has passed. _______________.

(Offeror must initial and date here to show agreement)

H. Final Contract

The complete Contract includes all documents included by the SFA in the RFP and submitted by the Offeror that have been mutually agreed upon in writing by both parties (i.e., worksheets, attachments, addendums). Any renewals, amendments, or addendums to the Contract must receive written approval by both parties before executing these modifications. The approved, signed and dated contract by both parties will be kept on file for five years plus the current year by the SFA and a final copy sent to the successful Offeror to maintain on file.

STANDARD TERMS AND CONDITIONS

A. Scope and Purpose

1. Bartow County School System Nutrition Department is soliciting proposals for various walk-in freezer and walk-in cooler equipment replacement purchases. Preference will be given to a company that provides all necessary information and meets cut-off score requirements. Email or Fax submissions are not allowed and will not be opened.

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2. All pricing options and applicable charges should be listed to ensure comparisons are fair and equitable. It is the proposer's responsibility to provide all available pricing options and list all applicable charges. Using the Attachment B List of Refrigeration Units Form, proposers must give a total price quote for replacement equipment needed on any, or all, of these listed items.

If the List of Refrigeration Units form is altered in any way, the proposal may be rejected.

3. SFA will not be held liable for each unit or location listed on Attachment B to need replacement refrigeration equipment, and/or the amount cannot be specified for the times of equipment replacements that will be needed during the duration of this RFP for each location.

4. All labor and/or parts warranties as well as a minimum of 3 (three) business references will need to be given to SFA with the bid proposal documents. During the guarantee/warranty period, the successful proposer must repair and/or replace the parts needed without cost to the District with the understanding that all replacements shall carry the same guarantee as the original parts. If additional expenses are required past the warranty period, proposer must state these circumstances in their bid submission. The successful proposer must make initial site diagnostic visit within twenty-four (24) hours of receiving notice from District, includes weekends and/or holidays, unless otherwise stated by BCSS designated staff. All fees associated with the replacement items will be incurred by the successful proposer, unless otherwise stated on bid documentation or, if additional expenses are required due to various or unforeseen circumstances, approval will need to be received by BCSS designated staff before moving forward.

5. The successful proposer must submit delivery lead time for parts/equipment two to three (2-3) business days after receipt of order, unless otherwise specified by the SFA at the time or purchase or if/when specialty items were purchased. The successful proposer must communicate with the SFA to schedule deliveries, installations, and repairs within 5 business days of initial site diagnostic visit, unless otherwise stated by BCSS designated staff. Under no circumstances shall any attempt be made to enter school locations before proper clearance has been obtained. Successful proposer must notify SFA of any shipment delays and/or backorders.

6. All equipment replacement installations should include all labor, materials, and services required to set up refrigeration equipment, and will be incurred by successful proposer unless otherwise stated on bid documentation. Successful proposer will also oversee the removal of any, and all, old refrigeration equipment at the time of site diagnostic and/or replacement. Proposers must submit their ordering process, including lead time for deliveries. The successful proposer must also provide instructions and codes to allow full and complete re-writability of programming of equipment when necessary, if applicable.

7. The list of units that will be subject to replacement refrigeration equipment are listed on a separate document; refer to Attachment B List of Refrigeration Units. The successful proposer must receive approval from designated BCSS staff regarding parts, brand names of parts to be ordered, and next steps for completion of job, if necessary. (Example: all condenser units will need stand/feet kits).

Once unit and/or equipment has been inspected, if additional purchases need to be made not incurred by proposer that was not stated in proposer’s original bid documentation, proposer must submit a quote for job completion to BCSS designated staff for approval.

8. Proposer must submit a copy of the company’s purchasing processes, return policy, and procedures, including exchanges, incorrect delivery procedures, etc, if applicable.

9. Replacement refrigeration equipment includes, but is not limited to, replacement wiring, refrigerant, condensers, evaporators, piping, insulation (UV protected when necessary), heat tape, etc.

10. There will be a mandatory bid-walk to all prospective bidders on Monday March 9, 2026 at 10:00am where a designated BCSS staff member will tour you to 5 (five) school locations. These locations

Document provided by the Georgia Department of Education School Nutrition Division Page 8 of include: Cass High, White Elementary, Cass Middle, Hamilton Crossing Elementary, and Central Warehouse. The bid-walk will last roughly around 4 (four) hours. The bid-walk will begin at Cass High at 10:00am. Addresses for these locations can be found on Attachment C: Service Sites. All attendees will be in charge of their own transportation to and from all site visit locations. Any submissions from vendors not in attendance on this bid-walk will not be considered for award.

11. All invoices must be sent to morgan.west@bartow.k12.ga.us and snsap@bartow.k12.ga.us. If awarded, the proposer(s) must submit the payment information with the most up-to-date W-9.

NET30/ Pay by Invoice payment method recommended.

12. Duration of Contract. Unless it is terminated, this Contract will be in effect for a period of one year commencing on April 20, 2026 and terminating on April 20, 2027 and may be renewed for four (4) additional terms of one year each upon mutual written agreement between SFA and successful Offeror.

13. Offeror shall be an independent contractor and not an employee of the SFA, and obtain and post all licenses and permits that are required to be held under federal, state, or local law.

14. SFA shall be responsible for ensuring that its officers, employees, or agents shall neither solicit nor accept gratuities, favors, nor anything of monetary value from contractors nor potential contractors in accordance with all laws, regulations, and policies. To the extent permissible under federal, state, or local laws, rules, or regulations, such standards shall provide for appropriate penalties, sanctions, or other disciplinary actions to be applied for violations of such standards. (See SP 09-2015; and 2 CFR Parts 200.112 & 318).

15. Any deviations to the above specific terms must be stated and in written documentation clarifying any such nonconformity and must be submitted with proposal response.

B. Financial Terms

1. Payment Terms/Method: Successful Offeror shall invoice SFA within 5 - 10 days after the end of each Accounting Period for the total amount of SFA’s financial obligation for that Accounting Period.

2. No interest or finance charges that may accrue under this Contract may be paid from SFA’s Nonprofit School Food Service Account.

C. TERMINATION OF CONTRACT FOR CAUSE OR CONVENIENCE - 2 CFR Appendix II to Part 200 (B)

(a) Termination for Cause. The SFA may terminate this contract, or any part hereof, for cause in the event of any default by the successful Offeror, or if the successful Offeror fails to comply with any contract terms and conditions, or fails to provide the SFA, upon request, with adequate assurances of future performance. The SFA shall provide the successful Offeror with a written notice thirty (30) days prior to the contract termination date, outlining the reasons for the termination and specifying the remedies the SFA intends to pursue.

Following thirty (30) days’ written notice, the SFA may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the successful Offeror. Following termination upon notice, the successful Offeror shall be entitled to compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the Contract to the SFA up to and including date of termination, if applicable. In the event of termination for cause, the SFA shall not be liable to the successful Offeror for any amount for supplies or services not accepted, and the successful Offeror shall be liable to the

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SFA for any and all rights and remedies provided by law. The successful Offeror may also terminate this contract under the same set of aforementioned conditions.

The occurrence of any one or more of the following events shall constitute cause for the SFA to declare the successful Offeror in default of its obligation under the Contract:

The successful Offeror fails to deliver or has delivered nonconforming goods or services or fails to perform, to the SFA’s satisfaction, any requirement of the Contract or is in violation of a provision of Contract, including, but without limitation, the express warranties made;

(i) The SFA determines that satisfactory performance of the Contract is substantially endangered or that a default is likely to occur;

(ii) The successful Offeror fails to make substantial and timely progress toward performance of the Contract;

(iii) The successful Offeror becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the successful Offeror terminates or suspends its business; or the SFA reasonably believes that the successful Offeror has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

(iv) The successful Offeror has failed to comply with applicable federal, state, and local laws, rules, ordinances, regulations and orders when performing within the scope of the Contract;

(v) The successful Offeror has engaged in conduct that has or may expose the SFA or the State to liability, as determined in the SFA’s sole discretion; or

(vi) The successful Offeror has infringed any patent, trademark, copyright, trade dress or any other intellectual property rights of the SFA, the state, or a third party.

(vii) Immediate Termination. This contract will terminate immediately and absolutely if the SFA determines that adequate funds are not appropriated or granted or funds are de-appropriated such that the SFA cannot fulfill its obligations under the Contract, which determination is at the SFA’s sole discretion and shall be conclusive. Further, the SFA may terminate the Contract for any one or more of the following reasons effective immediately without advance notice:

1. In the event the successful Offeror is required to be certified or licensed as a condition precedent to providing goods and services, the revocation or loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect;

2. The SFA determines that the actions, or failure to act, of the successful Offeror, its agents, employees or sub-contractors have caused, or reasonably could cause, life, health or safety to be jeopardized;

3. The successful Offeror furnished any statement, representation, or certification in connection with the Contract or the bidding process, which is materially false, deceptive, incorrect, or incomplete: and/or

4. The successful Offeror or SFA commits a material breach of this Contract.

(b) Termination for Convenience. The SFA may terminate this contract for any reason, provided that the SFA shall be required to provide the Contractor with a prior sixty (60) days’ written notice of the effective

Document provided by the Georgia Department of Education School Nutrition Division Page 10 of date of such termination (the “Termination for Convenience Date”). The Contractor may also terminate this contract under the same set of aforementioned conditions. The contractor will be compensated for work performed and costs incurred up to the date of termination, as well as any charges that directly result from the termination.

(c) Notice of Default. If there is a default event caused by the successful Offeror, the SFA shall provide written notice to the successful Offeror requesting that the breach or noncompliance be remedied within the period of time specified in the SFA’s written notice to the successful Offeror. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the SFA may:

(i) Immediately terminate the Contract without additional written notice; and/or

(ii) Procure substitute goods or services from another source

(iii) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

(d) Termination Due to Change in Law. The SFA shall have the right to terminate this Contract without penalty by giving thirty (30) days’ written notice to the successful Offeror as a result of the following:

(i) The SFA’s authorization to operate is withdrawn or there is a material alternation in the programs administered by the SFA; and/or

(ii) The SFA’s duties are substantially modified.

(e) Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by the SFA, the SFA shall pay only those amounts, if any, due and owing to the successful Offeror for goods and services actually rendered up to and including the date of termination of the Contract and for which the SFA is obligated to pay pursuant to the Contract or Purchase Instrument.

Payment will be made only upon submission of invoices and proper proof of the successful Offeror’s claim, unless otherwise stated in proposer’s bid submission. This provision in no way limits the remedies available to the SFA under the Contract in the event of termination. The SFA shall not be liable for any costs incurred by the successful Offeror in its performance of the Contract, including, but not limited to, startup costs, overhead or other costs associated with the performance of the Contract.

(f) The Successful Offeror’s Termination Duties. Upon receipt of notice of termination or upon request of the SFA, the successful Offeror shall:

(i) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, when applicable, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting there from, and any other matters the SFA may require;

(ii) Comply with the SFA’s instructions for the timely transfer of any active files and work product by the successful Offeror under the Contract;

(iii) Immediately return to the SFA any payments made by the SFA for goods and services that were not completed, delivered, or rendered by the successful Offeror; and

(iv) Understand that all supplemental contracts, purchase orders, and/or orders for goods or services issued by the SFA and accepted by the successful Offeror shall survive the expiration or termination of this contract.

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D. Insurance (SFA MUST evaluate and determine acceptable insurance limits for this section.)

1. Successful Offeror shall maintain the insurance coverage set forth below for each accident provided by insurance companies authorized to do business in the state of Georgia.

A Certificate of Insurance of successful Offeror’s insurance coverage indicating these amounts must be submitted at the time of award.

2. The information below must be completed by SFA:

a. Comprehensive General Liability—includes coverage for:

1) Premises—Operations

2) Products—Completed Operations

3) Contractual Insurance

4) Broad Form Property Damage

5) Independent Contractors

6) Personal Injury

$ 500,000 aggregate

b. Automobile Liability coverage $ 350,000 Combined Single Limit.

c. Workers’ Compensation—Statutory; Employer's Liability with a combined single limit of $ 100,000 each accident

d. Excess Umbrella Liability with a combined single limit of $ 1,000,000

3. SFA shall be included as additional insured on General Liability, Automobile, and Excess

Umbrella policies.

4. The contract of insurance shall provide for notice to SFA of cancellation of insurance policies 30 days before such cancellation is to take effect.

5. Notwithstanding any other provision of this Contract, SFA shall not be liable to successful Offeror for any indemnity.

E. Certifications

Successful Offeror shall execute and comply with the following Certifications:

Debarment certification (2 CFR Appendix II to Part 200 (H)) shall be provided by:

a. the SFA providing the page from www.sam.gov and maintaining such record with other supporting documentation to demonstrate that the SFA had referenced The System for Award Management; or

b. signing this Agreement, the successful Offeror certifies that neither it nor any principal is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily

Document provided by the Georgia Department of Education School Nutrition Division Page 12 of excluded from participation in this Contract by any federal department or agency or by the State of Georgia; or

c. submitting the Debarment, Suspension, Ineligibility and Voluntary Exclusion for Covered Contracts form (Exhibit H);

Anti-collusion Affidavit, which is attached to this Contract as Exhibit C and fully incorporated herein;

Certification Regarding Lobbying (2 CFR Appendix II to Part 200 (I), which is attached to this

Contract as Exhibit D and fully incorporated herein; and Standard Form-LLL, Disclosure Form to Report Lobbying, when applicable, which is attached to this Contract as Exhibit E and fully incorporated herein;

Discount and Rebate Certification, which is attached to this Contract as Exhibit G and fully incorporated herein.

F. Miscellaneous

1. GOVERNING LAW. This Contract is governed by and shall be construed in accordance with Georgia and federal law.

2. HEADINGS. All headings contained in this Contract are for convenience of reference only, do not form a part of this Contract, and shall not affect in any way the meaning or interpretation of this Contract.

3. INCORPORATION/AMENDMENTS.

This Request for Proposal and Contract, which includes the attached Exhibits A – H, Attachments A - E, and successful Offeror’s proposal documents (collectively the Contract Documents), contain the entire agreement between the parties with relation to the transaction contemplated hereby, and there have been and are no covenants, agreements, representations, warranties or restrictions between the parties with regard thereto other than those specifically set forth in this Contract.

In the event of a conflict between or among any of the terms of the Contract Documents, such conflicts shall be resolved by referring to the Contract Documents in the following order of priority:

(i) SFA’s Request for Proposal Solicitation

(ii) successful Offeror proposal documents.

(iii) SFA/successful Offeror final RFP/Contract

The SFA alone must be responsible, in accordance with good administrative practice and sound business judgment for the settlement of all contractual and administrative issues arising out of procurements. 2 CFR 200.318(k)

4. INDEMNITY. Except as otherwise expressly provided in this Contract, successful Offeror shall defend, indemnify, and hold SFA harmless from and against all claims, liability, loss and expenses, including reasonable collection expenses, attorneys’ fees and court costs that may arise because of the actions of successful Offeror, its agents or employees in the performance of its obligations under this Contract, except to the extent any such claims or actions result from the negligence of SFA, its employees or agents. This clause shall survive termination or expiration of this Contract.

5. NOTICES. All notices, consents, waivers or other communications which are required or permitted hereunder, shall be sufficient if given in writing and delivered personally, or by sending a copy thereof by first class or

Document provided by the Georgia Department of Education School Nutrition Division Page 13 of express mail, postage prepaid, courier service, charges prepaid or, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

To SFA: 65 Gilreath Rd NW Cartersville, GA 30121

To successful Offeror:____________________________________

If such notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or courier service for delivery to that person and when received. All notices will be time and date stamped when received and kept on file.

6. SEVERABILITY. If one or more provisions of this Contract, or the application of any provision to either party or circumstance is held invalid, unenforceable or illegal in any respect, the remainder of this Contract and the application of the provision to other parties or circumstances shall remain valid and in full force and effect.

7. SILENCE, ABSENCE OR OMISSION. Any silence, absence, or omission from the Contract specifications concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials (e.g., food, supplies, etc.) and workmanship of a quality that would normally be specified by SFA are to be used.

8. SUBCONTRACT/ASSIGNMENT. No provision of this Contract shall be assigned or subcontracted without prior written consent of SFA, except that successful Offeror may, after notice to SFA, assign this Contract in its entirety to an affiliated company or wholly owned subsidiary without prior written consent and without being released from any of its responsibilities hereunder.

9. WAIVER. The failure of successful Offeror or SFA to exercise any right or remedy available under this

Contract upon the other party’s breach of the terms, covenants or conditions of this Contract or the failure to demand prompt performance of any obligation under this Contract shall not be deemed a waiver of such right or remedy; of the requirement of punctual performance; or of any subsequent breach or default on the part of the other party.

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Exhibits

Exhibit A

SCHEDULE OF APPLICABLE LAWS

Successful Offeror shall comply with the mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163, 89 Stat. 871).

Successful Offeror has signed the Anti-Collusion Affidavit, Exhibit C, which is attached herein and is incorporated by reference and made a part of this Contract.

Successful Offeror shall comply with all applicable standards, orders, or requirements of the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended, per 2 CFR Appendix II to Part 200 (G): Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency

(EPA).

Successful Offeror shall comply with the Lobbying Certification, Exhibit D, which is attached herein and is incorporated and made a part of this Contract. If applicable, Successful Offeror has also completed and submitted Standard Form-LLL, Disclosure Form to Report Lobbying, Exhibit E herein, or will complete and submit as required in accordance with its instructions included in Exhibit F. 2 CFR Appendix II to Part 200 (I)

Davis Bacon Act: (for construction contracts in excess of $2,000) (if applicable) 2 CFR Appendix II to Part 200(D). Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

i. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or

Document provided by the Georgia Department of Education School Nutrition Division Page 15 of subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Rights to Inventions Made Under a Contract or Agreement (if applicable) 2 CFR Appendix II to Part 200 (F). If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR 200.2016, 2 CFR Appendix II to Part 200 (K)) (if applicable) Contractors and subcontractors are prohibited from using federal funds to enter into, extend or renew contracts for covered equipment, services, or systems that use covered telecommunications as a substantial or essential component of any system or critical technology as part of any system.

Procurement of Recovered Materials: (2 CFR 200.323, 2 CFR Appendix II to Part 200 (J) (if applicable) An SFA and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

The recipient or subrecipient should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products. See Executive Order 14057, section 101, Policy.

Force Majeure:

If the School Nutrition Program, in its reasonable discretion, determines that the Force Majeure Event is likely to delay Contractor’s performance for more than thirty (30) days, the School Nutrition Program reserves the right to cancel the agreement between the parties. In that event, neither party shall have any further liability to the other, subject only to the School Nutrition Program's obligation to pay the Contractor for work already completed by the Contractor and the Contractor’s warranty for work already completed.

When possible, the recipient or subrecipient should ensure that small businesses, minority businesses, women's business enterprises, veteran-owned businesses, and labor surplus area firms (See U.S.

Department of Labor's list) are considered as set forth below.

Document provided by the Georgia Department of Education School Nutrition Division Page 16 of

Such consideration means:

(1) These business types are included on solicitation lists;

(2) These business types are solicited whenever they are deemed eligible as potential sources;

(3) Dividing procurement transactions into separate procurements to permit maximum participation by these business types;

(4) Establishing delivery schedules (for example, the percentage of an order to be delivered by a given date of each month) that encourage participation by these business types;

(5) Utilizing organizations such as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and

(6) Requiring a contractor under a Federal award to apply this section to subcontracts (2 CFR 200.321)

Document provided by the Georgia Department of Education School Nutrition Division Page 17 of

Exhibit B

SCHEDULE OF SFA TERMS FOR OFFEROR GUARANTY

(Mark N/A if not applicable)

N/A

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Exhibit C

ANTI-COLLUSION AFFIDAVIT

STATE OF:

COUNTY OF:

, of lawful age, being first sworn on oath say, that he/she is the agent authorized by the offeror to submit the attached proposal. Affiant further states that the offeror has not been a party to any collusion among offerors in restraint of freedom of competition by agreement to propose at a fixed price or to refrain from proposing; or with any state official of employees to quantity, quality, or price in the prospective contract, or any other terms of said prospective official concerning exchange of money or other thing of value for special consideration in the letting of contract; that the offeror/contractor had not paid, given or donated, or agreed to pay, give or donate to any officer or employee either directly or indirectly in the procuring of the award of a contact pursuant to this proposal.

Signed

Subscribed and sworn before me this _________ day of _______________, 20___.

Notary Public (or Clerk or Judge)

My commission expires:

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Exhibit D

Certification Regarding Lobbying

Applicable to Grants, Sub-grants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal funds.

Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code (The Byrd Anti-Lobbying Amendment) 2 CFR Appendix II to Part 200 (I). This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress, or any Board Member, officer, or employee of SFA in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress, or any Board Member, officer, or employee of SFA in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL (SF-LLL), Disclosure Form to Report Lobbying, in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all sub-recipients shall certify and disclose accordingly.

Name/Address of Organization

Name/Title of Submitting Official

Signature Date

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Exhibit E

Disclosure of Lobbying Activities

Complete this SF-LLL form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (The Byrd Anti-Lobbying Amendment) 2 CFR Appendix II to Part 200 (I)

(See next page for public burden disclosure)

1. Type of Federal Action:

___ a. contract

___ b. grant

___ c. cooperative agreement

___ d. loan

___ e. loan guarantee

___ f. loan insurance

2. Status of Federal Action:

___ a. proposal/offer/application

___ b. initial award

___ c. post-award

3. Report Type:

___ a. initial offering

___ b. material change

For Material Change Only:

Year_____ Quarter ______ Date of last report _______

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4. Name and Address of Reporting Entity:

Prime Sub-awardee

Tier , if known:

Congressional SFA, if known:

5. If Reporting Entity in No. 4 is Sub-awardee, Enter Name & Address Of Prime:

Congressional SFA, if known:

6. Federal Department/Agency:

7. Federal Program Name/Description:

CFDA Number, if applicable: _____________________

8. Federal Action Number, if known:

9. Award Amount, if known:

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Exhibit E (Continued)

10. a. Name and Address of Lobbying Entity (If individual, last name, first name, MI):

(Attach continuation sheet(s) if necessary)

b. Individuals Performing Services

(Incl. Address if different from No. 10a) (last name, first name, MI):

11. Amount of Payment (check all that apply):

Actual ______ Planned

12. Form of Payment (check all that apply):

____ a. cash ____ b. in-kind; specify: nature value _________

13. Type of Payment (check all that apply):

____ a. retainer

____ b. one-time fee

____ c. commission ____ d. contingent fee

____ e. deferred

____ f. other; specify

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted for Payment Indicated in Item 11:

(Attach continuation sheet(s) if necessary)

15. Continuation Sheet(s) attached: ____ Yes ____ No

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Exhibit E (Continued)

16. Information requested through this form is authorized by article 31 U.S.C. section 1352, (The Byrd Anti-Lobbying Amendment and 2 CFR Appendix II to Part 200 (I).

This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C.

1352. This information will be reported to Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature:

Print Name:

Title:

Telephone No:

Date:

Federal Use Only:

Authorized for Local Reproduction of:

Standard Form – LLL

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Exhibit F

Instructions for Completion of SF-LLL, Disclosure of Lobbying Activities This disclosure form shall be completed by the reporting entity, whether sub-awardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352 (The Byrd Anti-Lobbying Amendment) 2 CFR Appendix II to Part 200 (I). The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the appropriate State office. Identify the type of covered Federal Action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal Action.

1. Identify the status of the covered Federal Action.

2. Identify the appropriate classification for this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and…