Vending Machine Services RFP_POSTED.pdf

REQUEST FOR PROPOSAL

Vending Machine Services

Year Ended 43474

November 26, 2018

Table of Contents

Page

1. INTRODUCTION 1

1.1 Objective 1

1.2 Accuracy of RFP and Related Documents 1

1.3 District’s Rights and Options 1

1.4 Expense of Submittal Preparation 2

1.5 Proposal Terms and Conditions 2

2. PROCUREMENT PROCESS 5

2.1 Schedule and Process 5

2.2 Interpretations and Addenda 5

2.3 Length or Term of Contract 5

2.4 Contract Award 5

2.5 Submission of Proposals 6

2.6 Bid Security 7

2.7 Evaluation 7

2.8 Proposal Evaluation Criteria 8

3. SCOPE OF SERVICES FOR DISTRICT BUILDINGS 9

3.1 Operating Guidelines 9

3.2 Changes in Scope of Work 9

3.3 General Conditions 9

4. CONTRACTING GUIDELINES 14

5. EXHIBITS AND FORMS

5.1 Proposal Submission Form 20

5.2 Addenda Receipt Confirmation 21

5.3 Certificate of Compliance with Americans with Disabilities Act 22

5.4 Certificate of Non-Discrimination in Employment 23

5.5 Company Information 24

5.6 Iran Economic Sanctions Act 25

5.7 Bid Sheet 26

1. INTRODUCTION

1.1 Objective

1.2 Accuracy of RFP and Related Documents

1.3 District’s Rights and Options

To supplement, amend, substitute or otherwise modify this RFP at any time

To cancel this RFP with or without the substitution of another RFP

To take any action subject to this RFP that would be in the best interests of the District

To issue additional requests for information

To waive any defect or irregularity in any Proposal received

To require one or more Service Providers to supplement, clarify or provide additional information in order for the District to evaluate the Proposals submitted

To conduct investigations with respect to the qualifications and experience of each Service Provider

To award all, none, or any part of the Services that is in the best interest of the District, with one or more of the Service Providers responding, which may be done with or without re-solicitation

To discuss and negotiate with selected Service Provider(s) any terms and conditions in the Proposals including but not limited to financial terms

To reject any or all Proposals

The District reserves the following rights, which may be exercised at the District’s sole discretion:

Flint Community Schools (District) is accepting firm, sealed proposals to provide Vending Machine Services for the District buildings in accordance with the specifications, terms and conditions stated herein.

Should a Service Provider find discrepancies or omissions in this RFP or any other documents provided by the District, the Service Provider should immediately notify the District of such potential discrepancy through email to the District (Email to Kendra Dean, kdean@flintschools.org) and a written addendum will be made available through the District Website (www.flintschools.org), regardless of whether a clarification is necessary. All Service Providers will be required to submit Addenda Receipt Confirmation Form (Section 5.2)

The District assumes no responsibility for conclusions or interpretations derived from the information presented in this RFP, or otherwise distributed or made available during this procurement process. In addition, the District will not be bound by or be responsible for any explanation, interpretation or conclusions of this RFP or any documents provided by the District other than those provided by the District through the issuance of addenda. In no event may a Service Provider rely on any oral statement by the District or its agents, advisors or consultants.

The objective of this RFP is to solicit Proposals that will enable the District to determine which Service Providers and service model will be most cost-efficient for the District. The District will award the contract based upon the best interest of the District. Although price will be an important factor, the District will not make award decisions based on price alone but will review the entire proposal to understand how the best interests of the District can be served. The District is currently identifying Service Providers with advantaged cost structures to meet or exceed the service levels outlined in this RFP.

1.4 Expense of Submittal Preparation

1.5 Proposal Terms and Conditions

Right to terminate discussions

Prohibited Discrimination

Statutory Requirements

Additional Evidence of Ability:

The District is committed to promoting equal opportunities for all and to eliminating prohibited discrimination in all forms. For purposes of this section, Prohibited Discrimination means discrimination in the solicitation, selection, and/or treatment of any subcontractor, vendor, supplier or commercial customer on the basis of race, ethnicity, gender, age, religion, national origin, disability or other unlawful form of discrimination. Without limiting the foregoing, Prohibited Discrimination also includes retaliating against any person, business or other entity for reporting any incident of Prohibited Discrimination. It is understood and agreed that not only is Prohibited Discrimination improper for legal and moral reasons, Prohibited Discrimination is also an anti-competitive practice that tends to increase the cost of goods and services to the District and others. As a condition of entering into any Agreement, the Service Provider will represent, warrant and agree that it does not and will not engage in or condone Prohibited Discrimination. Without limiting any rights the District may have at law or under any other provision of any Agreement, it is understood and agreed that a violation of this provision constitutes grounds for the District to terminate any such Agreement.

The Service Provider’s participation in this process might result in the District selecting the Service Provider to engage in further discussions. The commencement of such discussions, however, does not signify a commitment by the District to execute a Contract or to continue discussions. The District can terminate discussions at any time and for any reason.

This RFP does not constitute an offer by the District. No binding contract, obligation to negotiate, or any other obligation will be created on the part of the District unless the District and the Service Provider execute a Contract. No recommendations or conclusions from this RFP process concerning the Service Provider will constitute a right (property or otherwise) under the Constitution of the United States, case law, or statutory law of Michigan.

Service Providers will be prepared to present additional evidence of experience, qualifications, abilities, equipment, facilities, and financial standing. The District reserves the right to request such information at any time during the Proposal evaluation period for this RFP.

Any Contract awarded as a result of this RFP will be in full conformance with all statutory requirements of Michigan and all statutory requirements of the Federal Government, to the extent applicable.

The District accepts no liability for the costs and expenses incurred by the Service Providers in responding to this RFP, in preparing responses for clarification, in attendance at interviews, participating in contract development sessions, or in meetings and presentations required for the contract approval process. Each Service Provider that enters into the procurement process will prepare the required materials and submittals at its own expense and with the express understanding that the Service Provider cannot make any claims whatsoever for reimbursement from the District for the costs and expenses associated with the procurement process.

RFP not an Offer

No Collusion or Conflict of Interest:

Proposal Terms Firm and Irreversible:

Proposal Binding for 180 Days:

Subcontracting:

Equal Opportunity:

Use of District’s Name:

Withdrawal for Modification of Proposals:

No advertising, sales promotion or other materials of the Service Provider or its agents or representatives may identify or reference the District in any manner absent the prior written consent of the District.

The District has an equal opportunity purchasing policy. The District seeks to ensure that all segments of the business community have access to supplying the goods and services needed by District programs. The District provides equal opportunity for all businesses and does not discriminate against any Service Providers regardless of race, color, religion, age, sex, and national origin or disability.

In the event of a subcontracting relationship, the Service Provider will remain the prime contractor and will assume all responsibility for the performance of the Services that are supplied by its subcontractor. Additionally, the District must be named as a third party beneficiary in all subcontracts.

Service Providers may change or withdraw their Proposals at any time prior to Proposal opening; however, no oral modifications will be allowed. Only letters, or other formal written requests for modifications or corrections of a previously submitted Proposal, which is addressed in the same manner as the Proposal, and received by the District prior to the scheduled closing time for receipt of Proposals, will be accepted. The Proposal, when opened, will then be corrected in accordance with such written request(s), provided that the written request is contained in a sealed envelope, which is plainly marked “Modifications to Proposal.”

The signed Proposal will be considered a firm offer on the part of the Service Provider. However, the District reserves the right to negotiate price and services. All Proposal responses (including all statements, claims, declarations, prices and specifications in the Proposals) will be considered firm and irrevocable for purposes of future contract negotiations unless specifically waived in writing by the District. The Service Provider chosen for award should be prepared to have its Proposal and any relevant correspondence incorporated into the Contract, either in part or in its entirety, at the District's election. Any false or misleading statements found in the Proposal will be grounds for disqualification.

Each Proposal will contain a statement to the effect that the Proposal is a firm offer for one- hundred-eighty (180) calendar day period from the date of the opening. This statement must be signed by an individual authorized to bind the Service Provider and include their name, title, address, and telephone number. On the part of the Service Provider, all prices quoted will be firm and fixed for the full Contract Period. The District reserves the right to ask for another offer before the bid award is finalized.

By responding to this RFP, the Service Provider will be deemed to have represented and warranted that the Proposal is not made in connection with any competing Service Provider submitting a separate response to this RFP, and is in all respects fair and without collusion or fraud.

No Bribery:

Exceptions to the RFP:

Fair Trade Certifications:

Service Provider’s Obligation to Fully Inform Themselves:

Disclaimer:

Unless otherwise required by law, the prices which have been quoted in its Proposal have not been knowingly disclosed by the Service Provider and will not knowingly be disclosed by the Service Provider prior to opening.

Each Service Provider must perform its own evaluation and due diligence verification of all information and data provided by the District. The District makes no representations or warranties regarding any information or data provided by the District.

Service Providers or their authorized representatives are expected to fully inform themselves as to all conditions, requirements and specifications of this RFP before submitting Proposals. Failure to do so will be at the Service Provider’s own risk.

No attempt has been made or will be made by the Service Provider to induce any other person or firm to submit or not to submit a Proposal for the purpose of restricting competition.

By submission of a Proposal, the Service Provider certifies that in connection with this procurement:

Other than exceptions that are stated in compliance with this Section, each Proposal will be deemed to comply with all terms, conditions, specifications, and requirements of this RFP. An “exception” is defined as the Service Provider’s inability or unwillingness to meet a term, condition, specification, or requirement in the manner specified in the RFP. All exceptions taken must be identified and explained in writing in your Proposal and must specifically reference the relevant section(s) of this RFP. If the Service Provider provides an alternate solution when taking an exception to a requirement, the benefits of this alternative solution and impact, if any, on any part of the remainder of the Service Provider’s solution, must be described in detail. As indicated in the proposal format section, please provide a SEPARATE exhibit clearly outlining the exceptions.

In submitting a response to this RFP, each Service Provider certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed, or attempted to bribe, an officer or employee of the District in connection with the Contract.

The prices have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with anyone.

2. PROCUREMENT PROCESS

2.1 Schedule and Process

2.2 Interpretations and Addenda

2.3 Length or Term of Contract

2.4 Contract Award

Issuance of RFP

Bid awards will be announced on this date.

PLEASE NOTE: Submitted bids will not be opened in a public meeting as this is not required when the bid is for a service and not a commodity.

This is an expected date when the selected Service Provider will start providing services to the District.

All answers posted as addenda to the RFP

Deadline for RFP proposal submission

Service Provider Interviews

Final selection

Expected date for beginning services

Interviews may be conducted with selected Service Providers on this date. Service Providers selected for interviews will be notified by the District.

All answers to questions provided by one/more Service Providers will be posted to the District’s Website (www.flintschools.org)

The District will issue Request for Proposal on the District Website www.flintschools.org All questions must be e-mailed to Kendra Dean at kdean@flintschools.org Questions are due by 5:00 pm EST on this day. Questions will not be accepted by phone.

Proposals are due by 5:00 pm EST on this day at the following address: Amanda Senko, Deputy Chief Financial Officer Flint Community Schools 923 E. Kearsley Flint, Michigan 48503

The minimum length of contracts with successful Contractors will be one (1) year, with the possibility of extension up to three (3) years. Bids should quote costs on a monthly basis per individual area. Bid will be awarded on a complete facility basis.

The Board of Education has directed the Superintendent of Schools to contract for previously mentioned Services. The Superintendent through the CFO will notify the successful bidder and negotiate the contract with that bidder.

The following chart illustrates the schedule of events to prepare the Service Provider’s Proposal. The key events and deadlines for this process are as follows, some of which are set forth in more detail in the Sections that follow:

Date Details

Service Providers must request interpretations or clarifications from the District through email to Kendra Dean at kdean@flintschools.org. Questions regarding the Proposal must be submitted no later than 5:00 pm EST on or before the date specified above. When submitting questions, please reference the RFP page and section numbers.

Wednesday, December 19, 2018

Wednesday, January 9, 2019

TBD

Deadline for submission of written questions by service providers

Monday, November 26, 2018

Friday, November 30, 2018

Thursday, December 6, 2018

Wednesday, December 12, 2018

2.5 Submission of Proposals

1.

2.

3.

4.

5.

6.

7.

8.

a.

b. Proposal Submission Form (Section 5.1)

c. Addenda receipt confirmation (Section 5.2)

d. Certification of Compliance with American Disabilities Act (Section 5.3)

e. Certification of Compliance with Non-discrimination of Employment (Section 5.4)

g. Company Information (Section 5.5)

h. Pricing Sheet (Section 5.6)

i. Bid Security (Section 2.6) j Certificate of Insurance executed by bidder’s insurance agent or carrier

Submit the Bid, along with any other documents required to be submitted with the Bid, to the District, and deliver to the address below on or before the day and hour set for receipt of the Bids.

Enclose each Bid in a sealed opaque envelope bearing the title of the work “Flint Community Schools – Vending Machine Services”, the name of the Bidder, and the date and hour of the Bid opening, with the notation “SEALED

BID ENCLOSED”.

Do not change the wording of the Bid Form, and do not add words to, or delete words from the Bid Form.

Unauthorized conditions, limitations, or provisions attached to the Bid will be cause for rejection of the Bid.

923 E. Kearsley Flint, MI 48503

All Proposals must be submitted by mail or hand delivered on or before the date specified above and must include the following parts:

Signed cover letter

Mailing address for the Proposal:

Amanda Senko. Deputy Chief Financial Officer

Flint Community Schools

Submit only duplicate signed copies of the Bid. Clearly distinguish the original bid from the duplicated copies of the bid.

It is the sole responsibility of the Bidder to see that his bid is received on time.

Telephonic, telegraphic, facsimile (fax), or e-mail Bids or modification of a Bid will not be considered.

Bids received after the time fixed for receiving them will not be considered and will be returned to the Bidder unopened.

Properly identified Bids received on time will be publicly opened and read aloud. A bid tabulation summary will be available.

2.6 Bid Security

2.7 Evaluation

As part of the evaluation process, the District may engage in discussions with any Service Provider. Discussions might be held with individual Service Providers to determine in greater detail the Service Provider’s qualifications, to explore with the Service Provider the scope and nature of the required contractual Services, to learn the Service Provider’s proposed method of performance and the relative utility of alternative methods, and to facilitate arriving at a Contract that will be satisfactory to the District.

Bid security by a qualified surety in the form of a bid bond, certified check or cashier check in an amount equal to the total bid price for a month's services for the entire district one time is required to be submitted with bid submittal to be considered for award. Bid bonds shall be duly executed by the bidder as principal and having as surety thereon, a company authorized to execute such in the State of Michigan. Bid bond shall pledge that the bidder, with the understanding that if his/her bid is accepted, will enter into a contract with the Owner for the bid category (ies) stated in his/her bid.

Bid securities will be returned to successful bidders after a contract agreement has been executed, and acceptance of required bonds and insurance is made. The bid security of bidders not under consideration for award of contract will be returned by the Owner in a timely manner.

The bid security obligees shall be Flint Community Schools and shall become its property in the event that the bidder fails, within fifteen (15) days of notice of award to execute the contract agreement. The bid security shall be forfeited to the Owner as liquidated damages, not as a penalty.

Performance and payment bonds will not be required on this project.

The District may in its discretion require one or more Service Providers to make presentations or appear before the District and/or its representatives for an interview. During such interview, the Service Provider may be required to orally and otherwise present its Proposal and to respond in detail to any questions. The District will notify the Service Providers in advance of such meetings and coordinate with the Service Provider for an interview date within a week.

Additional meetings may be held to clarify issues or to address comments, as the District deems appropriate. Service Providers will be notified in advance of the time and format of such meetings.

2.8 Proposal Evaluation Criteria

a.

b.

c.

d.

Financial Qualifications Cost Effectiveness and Value Acceptance of the Terms of the Contract

Qualifications, Experience and Approach

Proposals will be assessed to determine the most comprehensive, competitive and best value solution for the District based on, but not limited to, the criteria below. As mentioned earlier, the District desires to reduce cost through competitively bidding a large amount of work at once and expects to gain significant savings and determine the best approach. The District will use the following criteria to determine bid awards. NOTE: The District reserves the right to modify the evaluation criteria or waive portions thereof.

Proposals will be evaluated on the following factors:

The District will evaluate the Proposals for compliance with the terms, conditions, requirements, and specifications stated in this RFP. Regardless of exceptions taken, Service Providers will provide pricing based on the requirements and terms set forth in this RFP.

Under this criterion, proposals will be compared in terms of the most reasonable, and/or most effective pricing option. The Evaluation Committee will also take into consideration any indirect costs associated with the Services.

Acceptance of the Terms of the Contract

Qualifications, Experience and Approach

Financial Qualifications

This criterion includes an evaluation of the financial qualifications of the Service Provider. The evaluation will take into account the financial strength of the Service Provider and its ability to meet the long-term financial requirements of the Contract.

Cost Effectiveness and Value

Service Providers will be evaluated based upon their understanding, experience and qualifications in performing the same or substantially similar Services, as reflected by its experience in performing such Services. The information provided by the Service Provider through answers to questions in Section 5.5 (Company Information) will be the primary basis for understanding the qualifications, experience and approach of the Service Provider and how it serves the interest of the District.

3. SCOPE OF SERVICES FOR DISTRICT BUILDINGS

3.1 Operating Guidelines

Administration Building Accelerated Learning Academy (7-12) Brownell STEM Academy (K-2) Doyle Ryder Elementary (K-6) Durant-Tuuri-Mott Elementary (K-6) Eisenhower Elementary (K-6) Freeman Elementary (K-6) Holmes STEM Academy (3-8) Neithercut Elementary (K-6) Pierce Elementary (K-6) Potter Elementary (K-7) Scott School (7-8) Southwestern Classical Academy (7-12)

3.2 Changes in Scope of Work

3.3 General Conditions

Summary

923 E. Kearsley St., Flint

Flint Community Schools provide public education to students in Kindergarten through twelfth grades. Additional services include programs for children aged 0-3 years, preschool programs for 3-4 year old children, and community education programs for adult enrichment. The District operates the twelve facilities as follows:

Capacity requirements are the best estimates currently available. The District reserves the right to modify (additions and deductions) quantity, location and configuration requirements. The Contractor agrees to sell/credit the District the revised service at the unit price (bill of material) as stated in the RFP regardless of quantity changes.

The District may at any time modify the work requirements of the Service Provider. If such adjustments require additional personnel or resources the District may negotiate an equitable modification in the compensation to the Service Provider. No long-term modifications to the work requirements will be binding on either party if not amended to the final Contract in writing. The Service Provider should be flexible enough to comply with work modifications or one-time requests from the District on an as needed basis without the need for a Contract amendment or price adjustment.

Building Name Address

Deliveries will be allowed during regular hours of operation, vendor will be responsible for prompt delivery to District buildings.

G-2138 W. Carpenter Rd, Flint 6302 Oxley Dr, Flint 1040 N. Saginaw St, Flint 1518 University Ave, Flint 1235 Pershing St, Flint

The District is accepting proposals from qualified vendors to provide Vending Machine Services to locations listed in Section 3.1 (Operating Guidelines).

Essential Functions

1602 S. Averille Ave, Flint 1420 W. 12th St., Flint

4001 Ogema St, Flint 6603 Oxley Dr, Flint 2010 Crestbrook Ln, Flint 1101 W. Vernon Dr, Flint 2500 N. Averill Ave, Flint

The District will offer and promote nutritious beverage choices consistent with the current Dietary Guidelines for Americans and Food Guidance System published jointly by the U.S.

Department of Health and Human Services and the Department of Agriculture. In addition, in order to promote student health and reduce childhood obesity, the District shall establish such administrative procedures to control beverage sales that compete with the District's non-profit food service in compliance with the Child Nutrition Act. Food service rules shall restrict the sale of beverages of minimal nutritional value as defined by the U.S. Department of Agriculture in the food service areas during the meal periods.

The placement or availability of machines must comply with all federal and State laws, rules and regulations relating to the sale and consumption of beverages in schools, as amended from time to time, including but not limited to the guidelines of the United States Department of Agriculture (USDA) and local fire code regulations.

The District retains the exclusive rights to provide food services and catering within District schools. Food service operations include school lunch and/or breakfast service, special milk programs and "ala carte" snack offerings during lunch service.

Sales of beverages from vending machines within the elementary schools are limited to staff lounges during school hours.

The District desires a wide variety of refrigerated beverages, the “Permitted Beverage Products” which have been mutually agreed upon between the District and the Vendor, and may include:

soft drinks, waters, juices, isotonic beverages and others as may be recommended and accepted by the District. The Contractor will identify and provide, or offer to provide, at the District's option, all beverages packaged, manufactured or distributed by or otherwise available (i.e., through agreements, relationships, alliances or other cooperative effort) to the Contractor. The Vendor will specify, in the proposal, the percentage juice content of all packaged and fountain juice products offered. All ingredients must be shown on the product label as required by the Food and Drug Administration. All products must carry legible, open code dating on each can, bottle or case and indicate the expiration date.

The products shall not include milk, flavored milk, freshly brewed coffee, freshly brewed tea, hot chocolate, all juice squeezed fresh, bulk water dispensers, and water drawn from the public water supply. Beverages that are a component of a reimbursable breakfast or lunch under the federal guidelines are also excluded. Sales of beverages as specified within the RFP will exclude any beverages served as part of the USDA reimbursable school food and nutrition program and will also exclude any beverage items received through the USDA donated food (commodity) program.

The Permitted Beverage Products sold will be the mutual decision of the District and the Contractor.

Product substitutions are not allowed unless the Vendor first obtains the prior written authorization from the District. If a manufacturer’s product or brand changes during the course of the Term Vendor shall not automatically substitute the product but shall submit product specifications to the District for approval prior to delivery. If accepted, the new product or brand shall be subject to all terms and conditions of this RFP.

Given slight variations at each site, the lights and/or the vending capabilities of the student vending machines are turned off during breakfast and lunch periods (which are specific to each building) as designated by the District. Machines remain on for afternoon and evening activities.

Machines located in teacher lounges, administrative offices, etc. sell beverages at all times.

The District will not be required to provide personnel for selling beverages. However, if the District desires to sell over-the-counter beverages at events with its personnel, the Contractor will provide beverages at a cost consistent with the RFP.

During the term of the Contract, the Contractor shall fully supply all products and fill all machines in a timely manner (within 24 hours upon receipt of any request) to keep all vending machines, dining facilities, and concessions fully supplied with respect to all cans, bottles, syrups, carbonation, and all other necessary supplies to allow the District and the vending Contractor to maximize sales.

All vending machines shall be serviced by the Vendor on a "full service" basis. The term "full service" shall mean 1) that the Vendor shall fill all such vending machines with the Vendor's Beverages, which the Vendor owns and shall continue to own until purchased by a customer, 2) that in consultation with the Vendor, the District shall set the vending price for the Beverages which are to be dispensed through these machines; 3) that the Vendor will deliver only enough product necessary to fill the vending machines and leave no excess inventory on District Properties; 4) that the Vendor will service vending machines at a minimum of once per week; 5) that the Vendor will respond within 12 hours of notification of empty (50% or more of the selections are sold out) vending machine; 6) that the Vendor will collect all moneys received for the Beverages dispensed through these machines; and

7) that the Vendor will be responsible for the placement of at least a 8 ½ " x 11" notification on the machine that use of these machines are at the consumer's risk and no refunds will be issued.

Exclusive Beverage Service Rights: The Contractor will have the exclusive right to supply beverages as defined in the RFP, including but not limited to: vending machines, packaged beverages for concession operations, Booster groups, school clubs and other school activities, subject to any applicable laws and regulations, or agreements and policies with respect to the District's food service program. This provision does not apply to Permitted Beverage Products, or any other products, that are purchased off-campus by students, faculty, or their guests for personal consumption and not for resale on District property.

Exclusive Beverage Advertising Rights: The Contractor shall have the right to advertise beverages on certain signs that are mutually agreed upon between the Contractor and the District and in accordance with existing Board of Education policies. All advertising of beverages beyond the standard logos on vending machines, coolers, cups, refrigeration equipment, and concession stands must be approved by the District.

Prospective vendors should include a detailed list of exclusive advertising opportunities that are requested as part of its Proposal. Any suggested future advertising opportunities throughout the term of the Contract will be subject to the approval of the District.

The District will use its best efforts to ensure the benefits described above are exclusive to the Contractor. However, exclusive rights will apply only with respect to District owned and controlled facilities for which the District retains control of space utilization. The exclusive rights will be subject to any outside contract rights that may conflict with the RFP.

Permitted Exceptions: Nothing contained in the RFP will prevent on-campus possession or consumption of competitive beverages purchased off campus and brought in by parents, students, employees, or other persons. The District also reserves the right to dispense any donated beverages on an incidental basis.

The Contractor will include an initial non-vended per case pricing proposal which shall be for the initial one year term. The final selling price of products shall be mutually agreed upon during the negotiation of the final terms and conditions. The Contractor should also include in the offer its proposed costs for all beverages and supplies for food service, athletics, and other activities.

Additional machines at specific school buildings may be supplied with mutual agreement between the principal or his or her designee and the Contractor.

Vending machines provided will be new or completely reconditioned, modern and of the latest machine technology, have bill change capabilities, have unit sales counting capabilities and be aesthetically acceptable to the District. All vending machines shall conserve energy through energy efficiency and shall have an Energy Star, or equivalent.

All vending machines shall meet the requirements of the Americans with Disabilities Act in that all controls must be located between two and four feet from ground level.

Upon the District's request, the prospective vendor shall provide the District with pricing information that substantiates that the pricing offered is at least as low as the prospective vendor's educational pricing provided to other school districts or similar educational institutions, within Michigan, provided that any such school districts or similar educational institutions have substantially similar contract terms and conditions with the prospective vendor.

Vending machines may be relocated by the District at any time. If Contractor notice cannot be made prior to relocation in excess of seven consecutive school days, it will be made as soon as reasonably possible after the move.

Vending machines must have clocks (timers) that automatically turn the lights and the vending capabilities of the machines off and on in order to comply with the federal school breakfast and lunch program, and to accommodate the District’s prohibition of beverage vending sales during breakfast and lunch periods (which are specific to each building) as designated by the District, and at other times as directed by the building principal.

Vending machines will be quiet and not disruptive to the educational environment.

The installation of vending machines and other equipment, and all related expenses, will be the Contractor's responsibility. The District will support reasonable requests from the Contractor in this regard.

The District may reject machine signage or logos deemed objectionable or a distraction to the educational environment.

The Contractor will supply non-vending coolers in support of various school activities, including but not limited to: Booster concession stands, sports coolers, and food service programs. Where appropriate, the Contractor shall attempt to provide sports coolers for visiting teams at District athletic events. The exact number, type and placement at Contractor expense, will be mutually agreed upon before the recommendation of contract award to the Board of Education.

All prices provided in a proposal are to be F.O.B. destination. All deliveries are to be made to the individual schools and facilities within the District as requested.

The Contractor will be required to furnish upon execution of the Contract vendor-owned and manufactured soft drink machines at all agreed upon locations. Machines will be placed in the same locations as machines being replaced, or in different locations with mutual agreement between the principal or designee and the Contractor. All Contractor provided equipment, including beverage vending machines, shall remain the sole property of the Contractor.

All equipment, included, but not limited to, coolers, Visi-Coolers, etc., must be supplied, installed, and maintained by the Contractor at no cost to the District to enable the sale of beverages at any District retail location. Placement, removal, or expansion of beverage retail or merchandising equipment will be determined by the District. Equipment must be maintained in good working condition at all times.

The Contractor will replace machines that are chronically out of service or malfunctioning, as determined by the District.

The use of electrical cords for vending or non-vending machine power that are longer than (10) feet must be approved by the District.

The Contractor may be required to provide certain portable vending machines to accommodate special traffic flows, events or programs (night school, elections, summer camps, evening events, dances, tournaments, etc.)

The contractor shall provide each building location with sufficient recycling containers with lids to accommodate the number of empty beverage containers generated from the sale of beverages. The District will be responsible for the recycling and/or disposal of beverage containers.

The Contractor will be responsible for maintenance and repair of vending equipment and other equipment it provides for use. The District will exercise prudent care in handling and operating any such equipment.

The District will not be responsible for normal wear, tear and damage caused by third parties.

The Contractor will ensure vending or non-vending machines are not out of service for more than twenty-four (24) hours from the time of notification by the District, unless otherwise agreed by the District.

4. CONTRACTING GUIDELINES

Acceptance

Invoices

Payment Terms

Rejection

Compliance with All Laws

Improper Payments

Seller’s acknowledgment of the terms of this purchase order (this “Order”), without timely express written objection, or Seller’s performance of any part of this Order, constitutes an agreement to (i) all terms and conditions set forth or referenced herein and on the face of this Order, (ii) on any attachments hereto, (iii) any applicable solicitation documentation related to this Order (including without limitation any request for proposals or invitation for bids or Seller’s response thereto) that deal with the same subject matter as this Order, and (iv) any other terms and conditions of a written agreement signed by Seller and the District that deals with the same subject matter as this Order (collectively, the “Contract Documents”). The terms and provisions set forth in the Contract Documents shall constitute the entire agreement between Seller and the District with respect to the purchase by the District of the (i) goods (“Goods”) and/or (ii) services provided or work performed (“Services”) as described in the Contract Documents. The agreements set forth in the Contract Documents are sometimes referred to herein as the “Contract.”

In the event of any conflict between any terms and conditions of the Contract Documents, the terms and conditions most favorable to the District shall control. This Order constitutes an offer by the District and expressly limits acceptance to the terms and conditions stated herein. No additional or supplemental provision or provisions in variance herewith that may appear in Seller's quotation, acknowledgment, invoice, or in any other communication from Seller to the District shall be deemed accepted by or binding on the District. The District hereby expressly rejects all such provisions which supplement, modify or otherwise vary from the terms of the Contract Documents, and such provisions are superseded by the terms and conditions stated in the Contract Documents, unless and until the District’s authorized representatives expressly assent, in writing, to such provisions. Stenographic and clerical errors and omissions by the District are subject to correction.

Invoices shall be sent to District’s accounts payable department.

Payment terms are Net 30 days after receipt of correct invoice or acceptance of Services, whichever is later.

Seller warrants that all performance hereunder shall be in accordance with all applicable federal, state and local laws, regulations and orders.

All Services rendered shall be subject to the District’s inspection. Services that are defective in workmanship or material or otherwise not in conformity with the requirements of the Contract Documents may be rejected. The District may require Seller to promptly replace or correct any rejected Services and, if Seller fails to do so, the District may contract with a third party to replace such Goods and Services and charge Seller the additional cost.

Seller shall assume all risks attendant to any improper expenditure of funds under the Contract. Seller shall refund to the District any payment made pursuant to the Contract if it is subsequently determined by audit that such payment was improper under any applicable law, regulation or procedure. Seller shall make such refunds within 30 days after the District notifies Seller in writing that a payment has been determined to be improper.

Key Personnel

Contract Personnel

Registered Sex Offenders

Indemnification

Seller agrees that it has, or will secure at its own expense, all personnel required to perform the services set forth in the Contract.

Seller shall indemnify and hold harmless the District, its officers, agents, employees and assigns from and against all claims, losses, costs, damages, expenses, attorneys' fees and liability that any of them may sustain (a) arising out of Seller's failure to comply with any applicable law, ordinance, regulation, or industry standard or (b) arising directly or indirectly out of Seller's performance or lack of performance of the terms and conditions of the Contract. In the event that any Goods or Services sold and delivered or sold and performed under the Contract Documents shall be defective in any respect whatsoever, Seller shall indemnify and save harmless the District, its officers, agents, employees and assigns from all loss or the payment of all sums of money by reason of all accidents, injuries or damages to persons or property that shall happen or occur in connection with the use or sale of such Goods or Services and are contributed to by said condition. In the event Seller, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of the District in the performance of the Contract Documents, Seller agrees that it will indemnify and hold harmless the District, its officers, agents, employees and assigns, from any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with such entry.

The Contractor acknowledges that the District’s Policy prohibits anyone registered or required to register as a sex offender from being present on any District Property for any reason, whether before, during or after school hours, or on or off of District Property. The Contractor expressly agrees that it, and any of its employees, will comply with this policy and acknowledges that any individuals that violate this policy are subject to removal from District Property by the District and/or law enforcement officials and may also be subject to criminal prosecution. “District Property” includes all property owned or operated by the District, including school campuses and buildings, athletic fields, playgrounds, parking lots, bus stops, vehicles, school buses, activity buses and any other properties owned or controlled by the District.

If The Contractor, any of Contractor’s employees, or any of the Contractor’s subcontractors or employees of subcontractors will have any direct interaction with students, then the Contractor or the subcontractor must (i) on an annual basis conduct a check of the MI Sex Offender and Public Protection Registration Program, the MI Sexually Violent Predator Registration Program and the National Sex Offender Registry for all such employees; and (ii) prohibit individuals listed on such registries from being on District Property.

Seller shall not substitute for key personnel (defined as those individuals identified by name or title in the Contract Documents or in written communication from Seller) assigned to the performance of the Contract without prior written approval from the District.

Insurance

Termination for Convenience

Termination for Default

Contract Transfer

Seller shall not assign, subcontract or otherwise transfer any interest in the Contract without the prior written approval of the District.

1,000,000

In addition to all of the other rights which the District may have to cancel this agreement, The District shall have the further right, without assigning any reason therefore, to terminate any work under the Contract Documents, in whole or in part, at any time at its complete discretion by providing 10 days’ notice in writing from the District to Seller. If the Contract is terminated by the District in accordance with this paragraph, Seller will be paid in an amount which bears the same ratio to the total compensation as does the Goods or Services actually delivered or performed to the total originally contemplated in the Contract.

The District may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract by Seller. In addition to any other remedies available to the District law or equity, the District may procure upon such terms as the District shall deem appropriate, Goods or Services substantially similar to those so terminated, in which case Seller shall be liable to the District for any excess costs for such similar supplies or services and any expenses incurred in connection therewith.

5,000,000

1,000,000

10,000

3,000,000 Statutory Statutory 1,000,000

1,000,000

Statutory 1,000,000

Disease - Policy Disease – Each Employee Commercial Umbrella

Worker’s Compensation:

Medical Payments Commercial Auto:

Employers Liability Each Accident

PPI

Uninsured and Underinsured Motorists

Limits

Annual Aggregate Products and Completed Operations

PIP

Coverage Commercial General Liability:

Per Occurrence

Bodily Injury – Per Person

Personal Injury

1,000,000 3,000,000

1,000,000

Bodily Injury – Per Occurrence

Vendors providing goods and services to Flint Public Schools must provide a current proof of insurance naming Flint Public Schools as an “additional insured” for the following coverage and limits. Coverage must be placed with an “admitted” carrier whose A.M. Best rating is A VIII or higher. The certificate must contain a “direct primary and non-contributory” clause.

Advertising Injury 1,000,000 1,000,000

Contract Modifications

Relationship of Parties

Advertisement

Nondiscrimination

Conflict of Interest

Gratuities to the District

Kickbacks to Seller

The Contract may be amended only by written amendment duly executed by both the District and Seller. However, minor modifications may be made by the District to take advantage of unforeseen opportunities that: (a) do not change the intent of the Contract or the scope of Seller's performance; (b) do not increase Seller's total compensation or method of payment; and (c) either improve the overall quality of the product or service to the District without increasing the cost, or reduce the total cost of the product or service without reducing the quantity or quality. All such minor modifications to the Contract must be recorded in writing and signed by both the District and Seller, and placed on file with the Contract. No price adjustments will be made unless the procedure has been included in the Contract and a maximum allowable amount stipulated.

Seller is an independent contractor and not an employee of the District. The conduct and control of the work will lie solely with Seller. The Contract shall not be construed as establishing a joint venture, partnership or any principal-agent relationship for any purpose between Seller and the District. Employees of Seller shall remain subject to the exclusive control and supervision of Seller, which is solely responsible for their compensation.

The Contract will not be used in connection with any advertising by Seller without prior written approval by the District.

During the performance of the Contract, Seller shall not discriminate against or deny the Contract's benefits to any person on the basis of sexual orientation, national origin, race, ethnic background, color, religion, gender, age or disability.

Seller represents and warrants that no member of the District or any of its employees or officers who may obtain a direct benefit, personal gain or advantage for themselves or a relative or associate as a result of the Contract, subcontract or other agreement related to the Contract is in a position to influence or has attempted to influence the making of the Contract, has been involved in making the Contract, or will be involved in administering the Contract.

Seller shall cause this paragraph to be included in all Contracts, subcontracts and other agreements related to the Contract.

The right of Seller to proceed may be terminated by written notice if the District determines that Seller, its agent or another representative offered or gave a gratuity to an official or employee of the District in violation of policies of the District.

Seller shall not permit any kickbacks or gratuities to be provided, directly or indirectly, to itself, its employees, subcontractors or subcontractor employees for the purpose of improperly obtaining or rewarding favorable treatment in connection with a District Contract or in connection with a subcontract relating to a District Contract. When Seller has grounds to believe that a violation of this clause may have occurred, Seller shall promptly report to the District in writing the possible violation.

Monitoring and Evaluation

Financial Responsibility

Confidential Information

Intellectual Property

No Pre-Judgment or Post-Judgment Interest

Employee Personnel Information: If, during the course of Seller's performance of the Contract, Seller should…