WSFCS_IFB Sweet Potato 25-26 Bid.pdf

Winston-Salem/Forsyth County Schools (WS/FCS) Child Nutrition

Department

IFB # 260-02142025-731300-5

Commodity Processed Sweet Potatoes -100980

Bid Release Date: February 14, 2025

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering

USDA programs are prohibited from discriminating based on race, color, national origin, sex, disability, age, or reprisal or retaliation for prior civil rights activity in any program or activity conducted or funded by USDA.

Persons with disabilities who require alternative means of communication for program information (e.g. Braille, large print, audiotape, American Sign Language, etc.), should contact the Agency (State or local) where they applied for benefits. Individuals who are deaf, hard of hearing or have speech disabilities may contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.

To file a program complaint of discrimination, complete the USDA Program Discrimination Complaint Form, (AD-3027) found online at: How to File a Complaint, and at any USDA office, or write a letter addressed to

USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by:

mail: U.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights

1400 Independence Avenue, SW Washington, D.C. 20250-9410;

fax: (202) 690-7442; or email: program.intake@usda.gov.

This institution is an equal opportunity provider.

https://www.usda.gov/sites/default/files/documents/USDA-OASCR%20P-Complaint-Form-0508-0002-508-11-28-17Fax2Mail.pdf https://www.usda.gov/oascr/how-to-file-a-program-discrimination-complaint mailto:program.intake@usda.gov

INVITATION FOR BID (IFB) DESCRIPTION

Winston-Salem/Forsyth County Schools (WS/FCS) Child Nutrition Program receiving goods and services under this Contract are Federally funded programs operated under the authority of the United States Department of Agriculture (USDA). This IFB and the subsequent Contract shall comply with 7 CFR Parts 210, 220, 225, 250, 3015 and 3016 and applicable cost circulars issued by the Office of Management and Budget (OMB) including A-87 Cost Principals, A -102 Administrative Requirements, and A -133 Audit Requirements.

SCOPE AND PURPOSE OF IFB

(1) Direct to Manufacturer Commercial Bids from an Offering Entity, herein after referred to as the Manufacturer. Manufacturers providing pricing through this bid agree to furnish goods to all distributors awarded a contract by Winston-Salem/Forsyth County Schools (WS/FCS) and distributors will in turn offer these goods to Winston-Salem/Forsyth County that process commodities through NOI. A list of current distributors is provided below; however, the right is reserved to add additional distributors as required.

• Gordon Food Service - Kannapolis

(2) USDA Commodity Processing Bids from an Offering Entity, (herein after referred to as the Manufacturer), and defined as a Manufacturer that is an Approved USDA Commodity Food Processor as verified by a listing provided by North Carolina Department of Agriculture and Consumer Services - Food Distribution Division for the July 1, 2025 through June 30, 2026 Processing Year.

Commodity processing awards from this bid will be used by the school district in their procurement of further processed USDA donated commodities. Winston-Salem/Forsyth County reserves the right to negotiate pricing with the awarded Manufacturer to supply additional further processed commodity products which may be required or become available after the bid award.

These items may be added to the contract after the original award.

Winston-Salem/Forsyth County Schools (WS/FCS) may procure commodity processed goods through the term (contract period) of this bid. The district conveys to the awarded manufacturer that purchases will be made as a matter of convenience (convenience contract) to the school district.

Commodity pricing awards will be utilized by WS/FCS using the following USDA approved accounting method for providing commodity Pass - Thru Value:

(1) NOI (Net – Off - Invoice): pursue use of the Net-Off-Invoice option to receive, to the extent possible, its A and B Entitlement values. This option is addressed in 7 CFR 250.30 and has been endorsed for use in North Carolina by the NCDA Food Distribution State Agency Director. WS/FCS will use the Net Off Invoice option to the extent the distributor's delivered price is responsive and deemed to be cost saving to the member school district.

Net – Off – Invoice is when the processor sells finished product containing commodities to a distributor at a gross price and the distributor sells that product to WS/FCS at the commercial price minus the value assigned to the commodities contained in the case as a net price. The processor will inform the distributor of the number of pounds/cases that will be put into the distributor’s commodity tracking system on behalf of the school district.

Under this system, the distributor must then apply for a REFUND from the PROCESSOR for the value of the commodity food.

TYPE OF CONTRACT

This is a Firm Price Bid with Low Bid Award per Specification.

METHOD OF AWARD

(1) Commercial Line Item – Lowest Bidder: Total Cost per Serving per Specification AWARD FORMULA: Commercial Bid Price (Col. G) / Servings per Cs. (Col. F) = Total Gross Cost per Serving (Col. H)

(2) Commodity Line Item – Lowest Bidder: Total Cost per Serving per Specification AWARD FORMULA: Processing Fee for Service (Col. M) + Commodity Value (Col. P) / Servings per

Cs. (Col. L) = Total Gross Cost per Serving (Col. R)

PROPOSAL DUE DATE AND TIME

Sealed Proposals Subject to Conditions Made A Part Hereof Will Be Received BY MAIL ONLY Until:

Tuesday, March 4th 2025 at 12:00 P.M.

DELIVER BIDS BY MAIL ONLY TO:

Winston-Salem/Forsyth County Schools

WS/FCS Purchasing Department John Mann

Purchasing Director 475 Corporate Square Drive

Winston-Salem, North Carolina 27105

(1) It is highly recommended Manufacturers submitting bids use a delivery service that offers a mail tracking, but DO NOT require a signature for delivery. There is a protected place mail is delivered at the above address.

(2) Include an E-mail address on the Return Address label of the package to be used as a contact in the event of a weather emergency requiring re-scheduling the bid opening.

(3) If your proposal package is not delivered by a Mail Service by the date and time shown above, (as evidenced by signature and time) the proposal WILL NOT be considered. Proposals submitted via facsimile (Fax) machine, telephone and electronic means, including but not limited to e-mail, WILL NOT under any circumstances be accepted as valid bids.

IFB OPENING DATE AND TIME

Tuesday, March 4, 2025 at 12:00 p.m.

WS/FCS Purchasing Department

475 Corporate Square Drive Winston-Salem, NC 27105

* Manufacturers and Brokers are invited, but not required to attend bid opening. Manufacturers and brokers present will be permitted to visually review all bid documents until 12:00 p.m. NO CAMERAS TO PHOTOGRAPH /VIDEO VENDOR BID SPREADSHEETS ALLOWED. At 12:00 p.m. bids will be collected for evaluation by Winston-Salem/Forsyth County.

INSTRUCTIONS:

Deliver ONE (1) ORIGINAL HARD COPY OF THE COMPLETE IFB DOCUMENT WITH OFFER

PAGE ORIGINAL SIGNATURE IN BLUE INK, INCLUDING THE BID SPREADSHEETS

PRICED. ALSO INCLUDE: ONE (1) EXTRA PRINTED COPY OF BID SPREADSHEETS and ONE (1) ELECTRONIC COPY OF THE BID SPREADSHEETS (flash-drive, labeled with manufacturer name and bid year) in a SEALED envelope INSIDE the mailer envelope labeled:

Manufacturer Name Winston-Salem/Forsyth County Schools (WS/FCS) Commodity Processing – Mfg name

Commodity Processing IFB # 260-02142025-731300-5

TO FACILITATE BID OPENING AND IN CASE OF WEATHER EVENT DELAYING BID

OPENING: (1) MAIL ONE (1) MANUFACTURER BID PER PACKAGE. (2) INCLUDE NAME OF

THE MANUFACTURER ON THE RETURN ADDRESS LABEL AND (3) A NAME OF CONTACT

PERSON WITH AN E-MAIL ADDRESS/PHONE # IN THE EVENT OF AN EMERGENCY

WEATHER ISSUE POSTPONING THE SCHEDULED BID OPENING; PERSON WILL BE

CONTACTED IN THE EVENT BID OPENING IS DELAYED.

The complete IFB Submittal includes:

Original IFB/Contract with Original Signature (blue ink) on Offer Page and completed/signed Attachments A-I.

Electronic PDF copy (Flash Drive) of IFB/Contract. * Original Bid Spreadsheets.

Second printed copy of the Bid Spreadsheets.

Electronic copy (Flash Drive) of the bid spreadsheets.* Printed copy of SEPDS (Summary End Product Data Schedule) included for ALL commodity products bid.

Electronic copy of SEPDS (Summary End Product Data Schedule) included for ALL commodity products bid. * Electronic (flash drive) with descriptive literature REQUIRED for each product: *

(1) Product Specification Sheet(s) is Signed/Dated (by manufacturer representative) including:

(2) Nutrition Facts and Product Ingredients

(3) Product Label (picture of label)

(4) Allergen Warnings

(5) Country of Origin of Ingredients Statement - Blanket Statement with Manufacturer Product Codes preferred when possible. Compliance with USDA Buy American regulation required.

(6) Cooking Instructions and any pertinent data necessary for evaluation.

PLEASE provide product literature in a SEPARATE PDF FILE for each product - No ZIP files! Name individual file with the product brand/code in PDF format– Example: Bluebird Express 243000 Battered Chicken Nuggets Acknowledgement of Addenda sent to vendors after the issuance of this IFB.

* Use one (1) Flash Drive for required electronic copy files and LABEL the device with Manufacturer Name/2025-2026 Commodity Bid.

INQUIRIES

All inquiries concerning interpretation or additional clarification or additional information pertaining to the IFB must be made in writing and received by John Mann, Winston-Salem/Forsyth County Schools (WS/FCS) Purchasing Director at jwmann@wsfcs.k12.nc.us no later than five (5) working days prior to the IFB opening date. A written response will be issued; A WRITTEN

ADDENDUM IS THE ONLY OFFICIAL METHOD WHEREBY INTERPRETATION,

CLARIFICATION AND ADDITIONAL INFORMATION CAN BE GIVEN. Once issued, all addenda shall become part of this contract. All addenda will be issued electronically to each Manufacturer known to have received the initial IFB. However, before submitting an IFB, it shall be the responsibility of each Manufacturer to contact John Mann, at jwmann@wsfcs.k12.nc.us prior to the Bid Opening to determine whether additional addenda were issued.

AWARD INFORMATION

Award spreadsheets will be e-mailed to manufacturers the week of March 14, 2025.

Manufacturers will be contacted via e-mail, should conditions prevent the award notice during this week. Notice awards become part of this contract. Winston-Salem/Forsyth County reserves the right to decline to use products on the bid due to lack of usage or due to USDA program regulations. Contact John Mann at jwmann@wsfcs.k12.nc.us for award information.

MANUFACTURER LETTER OF BID PRICE GUARANTEE – REQUIRED

The awarded Manufacturer will provide Winston-Salem/Forsyth Countywith a Letter of Price Guarantee for each product awarded. A template letter with the awarded product(s) and pricing will be provided by Winston-Salem/Forsyth County Schools (WS/FCS) Child Nutrition Department to the manufacturer via e-mail and is to be returned within 30 days of e-mailing of the bid award spreadsheets. The Price Guarantee Letter will be submitted by the school district to the appropriate Food Service Distributor for validation of manufacturer bid pricing.

CONTRACT TERMS AND CONDITIONS

ACCEPTANCE OR REJECTION: Winston-Salem/Forsyth County reserves the right to reject any and all bids, to waive any informality in bids and, unless otherwise specified by the Manufacturer, or to accept any item in the bid. If either unit price, or extended price is obviously in error, and the other is obviously correct, the incorrect price will be disregarded. Anyone (1) of the following circumstances would INVALIDATE the Manufacturer bid: (1) No original signature on the Bid Offer Form, (2) incomplete pricing and (3) any material changes made to the IFB contract language.

ACCURACY: Spreadsheet formulas are imbedded for extension of unit pricing. In the event an error is made in submittal of bid prices, the Winston-Salem/Forsyth commercial bid price will be used to determine the correct commercial price and the processing fee for service will be used to determine the correct commodity processing price.

APPROPRIATED FUNDS: Any order issued as a result of this solicitation is contingent upon the availability of appropriated funds. If funds do not become available or withdrawn, Winston- Salem/Forsyth County reserves the right to cancel any order. Any and all payments to the Manufacturer are dependent upon and subject to the availability of funds of the Winston- Salem/Forsyth County for the purpose set forth in this agreement. Should any Contract formed hereunder be funded from School District appropriations, and in the event no funds or insufficient funds are appropriated and budgeted in any fiscal year for payments due under a Contract made pursuant to this solicitation, the School District shall immediately notify the Manufacturer awarded the Contract of such occurrence but the School District shall have no further obligation as to such current or succeeding fiscal year and the Contract shall be null and void, except as to the portions of payment herein agreed upon for the funds which shall have been appropriated and budgeted.

ASSIGNMENT: Any award made as a result of this solicitation may not be transferred, assigned, subcontracted, mortgaged, pledged or otherwise disposed of or encumbered in any way by the successful Manufacturer(s).

AUTHORIZED SIGNATURE: For all documentation that requires the Manufacturer’s signature, the signature provided must be that of the Owner, Partner, or Corporate Officer duly authorized to sign contractual agreements. Additionally, if requested by the Winston-Salem/Forsyth County, disclosure of corporate ownership information shall be submitted.

BILL BACKS - The regulations at 7 CFR 210.21(f), 220.16(e) and 215.14a(d) require that school food authorities (SFA) must include in all cost reimbursable contracts, contracts including cost reimbursable provisions and solicitations for such contracts, provisions which limit the use of nonprofit school food service account funds to costs resulting from proper procurements and contracts. Specifically, the regulations require that SFAs may use nonprofit school food service account funds to pay only for allowable costs – those costs net of all discounts, rebates and other applicable credits. The regulations require that in advance of solicitation or contract execution, a

State agency (SA) must review and approve an SFA’s procurement procedures and cost reimbursable contracts. 7 CFR 210.21(c), 215.14a(c) and 220.16(c). The regulations ensure that SFAs receive the full benefit of any discounts, rebates or credits arising from purchases made under cost reimbursable contracts on behalf of the school meals programs. As such, it helps ensure that limited school meals program resources are used as efficiently as possible. The regulations apply to all new solicitations issued on or after the regulation’s effective date, November 30, 2007. http://www.fns.usda.gov/cnd/Governance/regulations/ProcRule10_07.pdf

CANCELLATION: Any order issued as a result of this solicitation may be canceled for any reason or cause.

CHANGE IN PRODUCT FORMULATION: It is the manufacturer’s responsibility to inform Winston-Salem/Forsyth County of any change in product formulation, nutrition, code or pack size BEFORE product is shipped to distributors to be delivered. Winston-Salem/Forsyth County utilizes a web-based recipe and product specification database which includes nutritional analysis and federal meal component equivalent data. Manufacturer nutritional and specification data is to be current on their website as it is documentation data for federal claims for meals served to students.

COMPETITIVE OFFER: Pursuant to the provision of G.S. 143-54, and under penalty of perjury, the signer of any proposal submitted in response to this IFB thereby certifies that this proposal has not been arrived at collusively or otherwise in violation of either Federal or North Carolina Antitrust Laws.

CONFIDENTIALITY OF PROPOSALS: In submitting a proposal, the Manufacturer agrees not to discuss or otherwise reveal the contents of this IFB to any source outside of Winston-Salem/Forsyth County contact, government or private, until AFTER THE AWARD of the Contract. Manufacturers not in compliance with this provision may be disqualified at the decision of Winston-Salem/Forsyth County from contract award. Only discussions authorized by Winston-Salem/Forsyth County are exempt from this provision. The provision below from Section .0309 Evaluation - NC Division of State Purchase and Contract is the evaluation guideline used by the Winston-Salem/Forsyth County Schools: Section .0309 (c) During the period of evaluation and prior to award, only the information provided in the tabulation is public record. Possession of offers, including any accompanying information submitted with the offers, shall be limited to persons in the agency who are responsible for handling the offers and accompanying information, and to others determined necessary by the agency which issued the solicitation document, for the purpose of evaluation and award of contract. Offeror participation in the evaluation process shall not be permitted. Any communication with an offeror that may be necessary for purpose of clarification of its offer shall be conducted by Winston-Salem/Forsyth County which issued the solicitation document. After award of the contract or when the need for the item or service is canceled, the complete file shall be available to any interested party with the exception of trade secrets subject to the provisions of Rules.1501and.1518ofthisSubchapter.

History Note: Authority G.S.143-49;143-52;143-53; Eff.February1,1976; Readopted Eff.February27,1979; Amended Eff. April 1, 1999; February 1, 1996

CONTRACT ADVERTISING: In submitting its proposal, or thereafter, the manufacturer agrees not to use the results of this IFB, as a part of any news release or commercial advertising.

CONFIDENTIAL INFORMATION: As provided by state statute and rule, Winston-Salem/Forsyth County will consider keeping trade secrets which the Manufacturer does not wish disclosed as confidential. If Manufacturer desires, identify page in boldface at the top and bottom as “CONFIDENTIAL”. Cost information shall not be deemed confidential. In spite of what is labeled as a trade secret, the determination whether it is or not will be determined by North Carolina law.

CONTRACT PERIOD: Commodity Processing - The contract term will begin July 1, 2025 and continue for 12 consecutive months ending June 30, 2026.

CONTRACT EXTENSION: At the option of the Winston-Salem/Forsyth County, this contract OR line items of this contract, may be extended at the same price for additional (4) one-year periods upon mutual consent of the Manufacturer and the district. If agreed, request for price extension for the 2026-2027 contract period must be received by the District Manager by 12:00 p.m. (noon) on December 31, 2025. Please use your current Manufacturer Price Guarantee Letter, with dates corrected to 2026-2027, as manufacturer request to extend pricing.

CONTRACT TERMINATION: Except as otherwise provided within the General Terms and Conditions of this document, this Contract may be terminated in whole or in part by either party in the event of substantial failure by the other party to fulfill its obligations under this Contract through no fault of the terminating party; provided that no such termination may be implemented unless and until the other party is given:

(1) At least thirty (30) days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and

(2) an opportunity for consultation with the terminating party, followed by a reasonable opportunity, of not more than ten (10) working days, to rectify the defects in products or performance, prior to termination.

In the case of default by the awarded Manufacturer, Winston-Salem/Forsyth County has the right to purchase any or all items in default in the open market, charging the Manufacturer with any additional cost. The defaulting Manufacturer shall not be considered a responsible bidder until the assessed charge has been satisfied.

Termination by Winston-Salem/Forsyth County for cause, default or negligence on the part of the Manufacturer awarded the Contract shall be excluded from the foregoing provisions, termination costs, if any, shall not apply. Any advance notice requirements are waived and the default provision in the IFB shall apply. Winston-Salem/Forsyth County may, by written notice of default to the Manufacturer, terminate this Contract in whole or in part if the Manufacturer fails to deliver products or to perform the services within the time specified in this contract or any extension or renewal.

Valid causes for termination of this Contract shall include, but are not limited to:

Manufacturer failure to adhere to any of the provisions of the General Terms and

Conditions of this IFB/Contract, Manufacturer delivering any product(s) that fail to meet the Item specifications included in this IFB/Contract relating to the awarded product(s), Manufacturer delivering any substitution(s) of product(s) different than those originally proposed and awarded, Manufacturer failure to meet the required delivery schedules as identified in the agreement with Winston-Salem/Forsyth County, or Manufacturer violation of any other provision contained within the General Terms and Conditions or any Attachment or Addendum(s) thereto which provides for Contract termination as a remedy.

In the event Winston-Salem/Forsyth County terminates this Contract, in whole or in part, for cause or default on the part of the Manufacturer awarded the Contract, Winston-Salem/Forsyth County reserves the right to award the canceled Contract, or any portion thereof, to the next lowest or most responsive Manufacturer as it deems such award to be in the best interest of Winston-Salem/Forsyth County.

Any Contract termination resulting from any cause other than a Force Majeure event or termination for non-appropriations will be deemed valid reason for not considering any future Bid from the defaulting Manufacturer.

DEVIATIONS: Any deviations from specifications and requirements as written herein shall be clearly pointed out by Manufacturer. Otherwise, it will be considered that product offered is in strict compliance with specifications and requirements, and the successful Manufacturer will be held responsible, therefore. Deviations shall be explained in detail on an attached sheet.

However, no implication is made by Winston-Salem/Forsyth County that deviations will be acceptable. Manufacturer is advised that the response (or lack thereof) on this question does not take precedence over specific responses or non-responses provided elsewhere in this bid.

DELIVERY LOCATION – COMMODITY FOODS: All commodity foods shall be delivered to a storage facility designated by Winston-Salem/Forsyth County. Winston-Salem/Forsyth County Schools (WS/FCS) reserves the right to change the shipping location. All deliveries shall be coordinated with the selected storage facility a minimum of (48) hours, a minimum of two working days, PRIOR TO food being shipped to its designated storage facility. Commodity processed/Commercial products will not be delivered to NCDA & CS /FDD warehouses.

Delivery arrangements MUST BE handled between the Manufacturer or Processor and Winston-Salem/Forsyth County.

DELIVERY LOCATION – COMMERCIAL FOODS: All commercial foods shall be ordered by and delivered to the awarded distributor(s) companies for Winston-Salem/Forsyth County Schools

(WS/FCS).

DIVERTED PRODUCTS: The successful Manufacturer(s) will receive diverted USDA commodities, process the food into end products as requested by Winston-Salem/Forsyth County from the Manufacturer’s Price Sheets for the school year 2025-2026, and then deliver the processed commodities to the location specified by the School District.

FIRM BID: Prices and any other entry made on the bidding sheets by the bidder shall be considered FIRM and not subject to change or withdrawal.

F.O.B.: Delivery shall be "just-in time" F. O. B. to the warehouse of choice (see Pass Thru Commodity Value System for delivery choices) of the Winston-Salem/Forsyth County. Delivery charges or fees, if any shall be included in the bid price. No charges shall be noted on the invoice for delivery or handling fees. If the distributor manages the freight by picking up at the manufacturer’s storage facility or their production plant, the manufacturer agrees to reimburse the distributor the difference between the delivered bid price and the distributors into stock cost including all freight cost.

FRONT LOAD: Winston-Salem/Forsyth County Schools (WS/FCS) requests processors FRONT LOAD commodities in a sufficient quantity to assure Winston-Salem/Forsyth County receives the same pricing consistently throughout the school year. If commodities that are Front Loaded are not received by the manufacturer during the term of the contract for any reason, Winston- Salem/Forsyth Countywill be responsible for reimbursement of the commodity value to the manufacturer. Indicate manufacturer ability to FRONT LOAD on the signature page (page 16) of this document.

HOLD HARMLESS: The Manufacturer shall hold Winston-Salem/Forsyth County harmless from any and all damages and claims that may arise by reason of any negligence on the part of the Manufacturer, his agents or employees in the performance of the Contract. Neither Winston- Salem/Forsyth County any of its members shall be liable to the Manufacturer for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) in the event the School District declares the Manufacturer in default.

INDEFINITE ORDER QUANTITY: Manufacturers are informed that this IFB is for an estimated quantity of goods. No guarantees in order quantities exist until bidder receives a purchase order from the member School District. While good faith efforts are made in providing the quantities listed in this IFB, they are for estimation and planning purposes only. The listed quantities are subject to change, with no guaranteed minimum order implied by this request for IFB. The pricing reflected is considered valid for the period shown under the “Contract Period” section of this IFB.

Winston-Salem/Forsyth Countywill procure certain goods through the term (contract period) of this bid only upon actual award. Winston-Salem/Forsyth County conveys to the Manufacturer that purchases will be made as a matter of convenience (convenience contract) to member School District. Award of items to Manufacturers pertaining to this IFB do not guarantee purchase of stated quantities. If Manufacturer has minimum return shipment requirements, the requirements must be documented and included in the bid package. In the absence of specific shipment information, it will be assumed the NO minimum ship requirements exist.

INDEMNIFICATION: Successful Manufacturer(s) shall indemnify Winston-Salem/Forsyth County Schools (WS/FCS) from and against any and all claims, demands, damages, lawsuits, expenses, costs, liabilities, injuries, liens, and causes of action of any and every nature whatsoever, arising out of, resulting from, or in any manner connected with or concerning performance, of the work hereunder, and the Manufacturer hereby agrees to defend any and all such actions brought against Winston-Salem/Forsyth County for any and all expenditures, or expenses, including but not limited to, court costs and attorney’s fees, made or incurred by Winston-Salem/Forsyth County, and/or by reason of such suit(s).

INTERPRETATION: This solicitation represents the basis for any award between a Manufacturer and Winston-Salem/Forsyth County Schools (WS/FCS) , and supersedes all prior offers, negotiations, exceptions and understandings (whether orally or in writing). The product information and data submitted by the Manufacturer(s) should be self-explanatory and not require any clarification or additional information.

INVOICES - COMMODITY: The awarded Manufacturer will arrange invoicing for Winston- Salem/Forsyth County one of the USDA approved accounting methods which provides the commodity Pass - Thru Value desired with payment terms net thirty (30) days. It is understood and agreed that orders will be shipped at the established contract prices as awarded in this contract and in effect on dates orders are placed. Invoicing at variance with this condition will be subject to correction to the contract price or cancellation of the contract.

MIXED COMMODITIES: Winston-Salem/Forsyth may elect to have multiple end products delivered on the same truckload (if applicable). For example, a truckload of 40,000 pounds cheese may consist of various cheese end products.

NO TRANS FATS - NC SENATE BILL 961: The General Assembly of North Carolina enacts:

SECTION 1. GS 115C-264, effective August 1, 2005, “For nutritional purposes, the public schools shall not (i) use cooking oils in their school food programs that contain trans-fatty acids or (ii) sell processed foods containing trans-fatty acids that were formed during the commercial processing of the foods.” Therefore, Winston-Salem/Forsyth County requires that all respondents bid only on items that comply with the standard.

NOTIFICATION OF LATE DELIVERY –The successful Manufacturer shall promptly notify Winston-Salem/Forsyth County, within 48 hours, or two (2) working days, in writing if an item cannot be delivered within the specified delivery time. Winston-Salem/Forsyth County reserves the right to purchase food from other sources without violating the rights of the successful Manufacturer. The Manufacturer shall also be responsible for paying any incurred cost for having to purchase food from other sources if requested by the School District.

PRICES: All prices bid shall remain firm for the contract period. Prices bid shall be based on finished product weight received, including all applicable labor, materials, and shipping charges to the distributor.

PLACEMENT OF ORDERS – ORDERS WILL BE PLACED FOR ALL PASS-THRU-VALUE

SYSTEMS BY WINSTON-SALEM/FORSYTH COUNTYTHROUGH A PURCHASE ORDER TO

THE COMMODITY PROCESSOR/MANUFACTURER OR THEIR DESGNATED SUPPLIER.

Throughout the contract period on an as needed basis for the quantity required at the time.

Product will be issued directly to the School District (FEE for SERVICE SYSTEM) or their designated distributors (NOI or REBATE SYSTEMS). Contract changes, if any, over the life of the contract are implemented by change order to the original Purchase Order released by the member School District to the Manufacturer. If the Manufacturer is accepting orders and/or delivering through other parties, for example a Manufacturer accepting orders and delivering through a dealer network or dealers receiving orders through a network of other dealers, then it is the responsibility of the Manufacturer to apprise such parties of all Purchase Order contract changes.

PROCESSING/PACKING: All boxes/cartons must contain the Commodity Product Name and Product Number (if applicable) Product label must show the product name and ingredients and be labeled and packaged as required by the United States Department of Agriculture (USDA).

Additionally, ALL PRODUCTS adhere to current federal regulations for good manufacturing practices.

PROPOSAL ACCEPTANCE: Offer must be good for at least 30 business days from the date of opening. Although the contract is expected to be AWARDED prior to this time, the 30-day period is requested to allow for unforeseen delays.

PROTEST PROCEDURE: Protests of awards exceeding $25,000 in value must be submitted to the Winston-Salem/Forsyth County. Protests must be in writing and provide specific reasons with supporting documentation for the protest.

Protests alleging improprieties in a solicitation must be filed before the bid opening, or the time set for receipt of initial proposals if the improprieties were apparent prior to that time. 4 C.F.R. § 21.2(a DESGNATED) (1). A solicitation defect that was not apparent before that time must be protested not later than 10 days after the defect became apparent. In negotiated procurements, if an alleged impropriety did not exist in the initial solicitation but was later incorporated into the solicitation by an amendment, a protest based on that impropriety must be filed before the next closing time established for submitting proposals.

In all other cases, protests must be filed not later than 10 days after the protester knew or should have known the basis of protest (whichever is earlier), with the exception of protests challenging a procurement conducted on the basis of competitive proposals under which a debriefing is “requested and, when requested, is required” (that is, a debriefing that is required by law). In these cases, with respect to any protest basis that was known or should have been known before the statutorily required debriefing, the protester should not file its initial protest before the debriefing date offered to the protester but must file its initial protest not later than 10 days after the date on which the debriefing was held. 4 C.F.R. § 21.2(a) (2).

The purpose of the exception to the timeliness rules for negotiated procurements where debriefings are required by law is to encourage Manufacturers to seek, and contracting agencies to give, early and meaningful debriefings prior to the Manufacturer’s deciding whether or not to file a protest. A protester therefore will always have up to 10 days after the required debriefing to file its initial protest.

QUALITY: Any order issued, as a result of this solicitation will conform to the specifications and descriptions identified herein. When requested, the successful Manufacturer(s) will furnish a sworn affidavit from the supplier certifying the requested and delivered products meet the specified requirements. However, such affidavit will not relieve the successful Manufacturer(s) from the responsibility of complying with any added requirement of the purchase orders or contract documents.

RECORDS RETENTION REQUIREMENTS: By signing this IFB, the Manufacturer awarded the Contract understands that the School District, the U.S. Department of Agriculture, the NC Department of Public Instruction, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the Manufacturer which are directly pertinent to the specific Contract, for the purpose of audits, examinations, excerpts, and transcriptions.

The Manufacturer awarded the Contract must retain all pertinent records identified by source, type, and category for a minimum of three (3) years after the School District makes final payments. In the event of any unresolved audit findings, the records shall be retained beyond the three (3) year period for as long as required for resolution of the issues raised by the audit.

RESPONSIBLE MANUFACTURER: Manufacturer(s) must have adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements (taking into consideration existing business commitments), and must be an established processor that can provide services specified herein.

RETURN OF INVITATION FOR BID: A proposal once submitted will become the property of the Winston-Salem/Forsyth County and will not be returned to the Manufacturer.

RIGHT TO ASSURANCE: Whenever one party to this Contract in good faith has reason to question the other party’s intent to perform in accordance with the terms and conditions of the Contract, the questioning party may demand that the other party provide written assurance of intent to perform. In the event a demand is made, and no written assurance is given within five (5) days, the demanding party may treat the lack of response and subsequent failure as an anticipatory repudiation of the Contract.

SANITATION/SAFETY: All frozen foods are to be delivered from the Manufacturer frozen and free of ice crystals. The successful Manufacturer will warrant that all food be fresh, clean, wholesome upon delivery, and will be packaged, handled, and transported in manner which meets current USDA and Federal Food Safety and Inspection Regulations. In instances where a Manufacturer’s delivery is determined to be unacceptable, the designated receiver has a right to refuse the truckload. If the food has already been delivered, the successful Manufacturer will be required to pick up the unacceptable food and issue a credit or provide a replacement within 30 days.

SUBSTITUTIONS: No substitutions of finished products awarded on this proposal will be allowed.

SUMMARY END PRODUCT DATA SCHEDULE (SEPDS): Manufacturer document provided for each product identifying Product Code/Description Donated Food by Commodity Code, By- Products, and Value per Pound of Donated Food and Value Donated Food per case.

TAXES: School District food purchases are tax-exempt; therefore, prices or discounts shown herein shall not include any North Carolina sales or use taxes.

TEMPERATURE OF PRODUCTS – Frozen products shall be delivered on refrigerated trucks and arrive in a frozen state of a temperature of 0° F or below; with a range no greater than 9°F (a temperature above that range is subject to further examination and a determination shall be made whether to accept the products). Chilled products should be at a temperature between 35°- 40° F.

Products showing evidence of thawing will be refused.

TITLE AND RISK OF LOSS: The title and risk of loss for the requested items shall remain with the successful Manufacturer(s) until the items have been delivered and accepted.

TESTING OF SPECIFICATION: If there is a question raised by a Manufacturer regarding a competitor’s product meeting the required specifications, or the wholesomeness of any food product(s), a test by an independent laboratory (on the product in question) may be directed by the member School District. The Manufacturer(s) raising the question(s) will be billed for the laboratory test if the test establishes the product meets the specifications. Should the tested product fail to meet specifications, the Manufacturer(s) that submitted the product(s) will be billed for the laboratory test(s).

TIE BID: In the event of a tie on a Bid LOT or line item, the deadlock will be decided by using the following order:

(1) Documented evidence of unresolved service issues with a Manufacturer.

(2) Manufacturer is certified as Small Business/Minority Business/Women Owned Business.

(3) All else being equal, by coin toss with a minimum of two Winston-Salem/Forsyth County members present.

TRACKING: Manufacturers/Processors are REQUIRED to provide MONTHLY tracking documents that show usage/draw down of diverted commodity to School District. On-line tracking systems are preferred.

MANUFACTURER REQUIREMENTS

The Manufacturer shall abide by all applicable Federal and State laws and policies of the State and Local Board of Education when providing services under this Contract.

NOTE: ® Denotes a Required Attachment be completed and signed with the contract.

Attachments are found on pages 19 – 28.

® ASSURANCE OF NON-COLLUSION: The Manufacturer assures that any business entity represented by the Manufacturer has NOT received compensation for participation in the preparation of any items, specifications, or General Terms and Conditions related to this IFB.

This Bid has been arrived at independently and is submitted without collusion with any other Manufacturer, with any competitor or potential competitor, or with any other person or entity to obtain any information or gain any special treatment or favoritism that would in any way limit competition or give any Manufacturer an unfair advantage over any other Manufacturer with respect to this IFB.

The Manufacturer has not accepted, offered, conferred or agreed to confer, and will not in the future accept, offer, confer, or agree to confer any benefit or anything of value to any person or entity related to the School District or any of its members in connection with any information or submission related to this Bid, any recommendations, decision, vote or award related to this Bid, or the exercise of any influence or discretion concerning the sale, delivery, or performance of any product or service related to this Bid.

Neither the Manufacturer, nor any business entity represented by the Manufacturer, nor anyone acting for such business entity, has violated the Federal Antitrust Laws or the Antitrust Laws of the State of North Carolina with regard to this Bid; furthermore, this Bid has not been knowingly discussed with nor disclosed to, and will not be knowingly discussed with nor disclosed to another Manufacturer, competitor, potential competitor or School District officials or personnel whose district is not a member of the Alliance, prior to the opening of Bids.

No attempt has been or will be made to induce any other person or entity to submit or to not submit a Bid.

The signed form must be included as Attachment A

ASSURANCES REGARDING LEGAL AND ETHICAL MATTERS: The Manufacturer has noted any and all relationships that might be conflicts of interest and included such information with his/her Bid response.

If this Bid is accepted, in whole or in part, the Manufacturer will furnish any item(s) awarded to them under this IFB/Contract to the School District at the proposed price and in accordance with the item specifications and the terms and conditions contained in this IFB/Contract. Sub-contracting or out-sourcing of item(s) awarded is not permitted.

The Manufacturer has, or has the ability to obtain, such financial and other resources, including inventories, as may be required to fulfill all the responsibilities associated with this IFB/Contract.

The Manufacturer has a high degree of integrity and business ethics, and a satisfactory record of performances, and has not been notified by any local, State or Federal agency with competent jurisdiction that its standing in any matters whatsoever would preclude it from participating in this

IFB/Contract it would in no other way whatsoever be disqualified to propose or receive any award or Contract related to this IFB, and the Manufacturer will comply with any reasonable requests from the School District to supply any information sufficient to substantiate the proposing entity’s ability to meet these minimum standards.

The Manufacturer has identified and disclosed in this written Bid any and all known suspected matters that would disqualify it from participating in this IFB or receiving any award or Contract related to this IFB, recognizing that the Manufacturer’s failure to identify and disclose any such matters constitutes its affirmation that no such matters exist, and that failure to disclose in this Bid any such matters which do exist is a material breach of Contract. Such action would void the submitted Bid or any resulting Contracts and subject the Manufacturer to removal from all procurement lists and possible criminal prosecution.

The Manufacturer has obtained and will continue to maintain during the entire term of this Contract, all permits, approvals or licenses necessary for lawful performance of its obligations under this Contract.

The Manufacturer will comply with all laws relating to intellectual property, will not infringe on any third party’s intellectual property rights, and will indemnify, defend and hold the School District and its members harmless against any claims for infringement of any copyrights, patents, or other infringements related to its activities under this Contract.

The Manufacturer shall not have the right to include the name of the School District in its published list of customers, without prior approval of both parties. The Manufacturer agrees not to publish or cite in any form any comments or bids from District staff. The Manufacturer further agrees not to refer to award of this Contract in commercial advertising in such manner as to state or imply that the products or services provided are endorsed or preferred by the District.

Neither the School District nor any of its members shall be liable to the Manufacturer for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) in the event that the School District declares the Manufacturer in default. The Manufacturer shall hold Winston-Salem/Forsyth County harmless from any and all damages and claims that may arise by reason of any negligence on the part of the Manufacturer, his agents or employees in the performance of the Contract.

BUY AMERICAN PROVISION: The Manufacturer shall comply with the “Buy American” provision for Contracts that involve the purchase of agricultural products. Federal regulations require that all foods purchased for Child Nutrition Programs be of domestic origin to the maximum extent practicable. While rare, two (2) exceptions may exist:

Exceptions to the Buy American provision are possible when the product is not produced or manufactured in the U.S. in sufficient, reasonable and available quantities of a satisfactory quality; and

Competitive Bids reveal the cost of a domestic product is significantly higher than a non-domestic product or; product(s) may qualify under the Richard B. Russell National School Lunch Act’s Buy American provision for purchasing food and food products used in Child Nutrition Programs which states that products are acceptable provided over 51% of the final processed product(s) consist of agricultural commodities that are of US origin.

®CERTIFICATION OF CONTRACTS, GRANTS, LOANS, COOPERATIVE AGREEMENTS AND

LOBBYING: Submission of Certification of Contracts, Grants, Loans, Cooperative Agreements and Lobbying is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31 U.S. Code. Any Manufacturer 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. Certification should be provided in Attachment B.

CIVIL RIGHTS ACT OF 1964: The Manufacturer shall comply with the following Civil Right Act of 1964 as amended. The Manufacturer awarded the Contract shall comply with applicable Federal, State and local laws and regulations pertaining to wages, hours, and conditions of employment.

In connection with the Manufacturer’s performance of work under this Contract, the Manufacturer agrees not to discriminate against any employee(s) or applicant(s) for employment because of age, race, religious creed, sex, national origin or handicap. The Manufacturer shall also comply with other Civil Rights laws as amended including Title VI of the Civil Rights Act of 1964; Title IX of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-6, “Civil Rights Compliance and Enforcement in School Nutrition Programs”.

CLEAN AIR ACT: The Manufacturer and School District mutually agree to comply with all applicable standards, orders or requirements issued pursuant to Section 306 of the Clean Air Act (42 USC 1857 [h]), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 117389 and Environmental Protection Agency regulations (40 CFR Part 15). Any violations thereof shall be reported to the Administrator for Enforcement or other appropriate authority. Each party shall not be responsible to the other for acts beyond its control or acts caused by the negligence of the other party.

CONSUMER PRODUCT SAFETY ACT: The Manufacturer awarded the Contract shall comply with the provisions of the Consumer Product Safety Act.

®DEBARMENT AND SUSPENSION: The Manufacturer is required to complete, sign and attach the Debarment and Suspension Certification Form after accessing North Carolina Department of Administration website and checking the debarment section found at:

http://www.doa.state.nc.us/PandC/actions.asp The signed form must be included as Attachment C.

ENERGY POLICY AND CONSERVATION ACT: The Manufacturer agrees to comply with all mandatory standards and policies relating to energy efficiency as cited in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94 – 163).

EQUAL EMPLOYMENT OPPORTUNITY: The Manufacturer shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations, 41 CFR Part 60.

®FOOD RECALLS: The Manufacturer awarded the Contract shall be expected to voluntarily comply with all Federal, State and local mandates regarding the identification and recall of foods from the commercial and consumer marketplace. The Manufacturer shall have a process in place to effectively respond to a food recall; the process must include accurate and timely communications to Winston-Salem/Forsyth County and assurance that unsafe products are identified and removed from school sites in an expedient, effective and efficient manner. A one-page summary of the Manufacturer’s recall policy/procedures is required to be submitted with the Bid in Attachment D.

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