Software RFP

RFP # 250-2027 School Nutrition Software Suite

Released by: Craven County School Nutrition Department

Craven County Schools, School Nutrition Department as the “Purchaser” is releasing this solicitation for school nutrition software for school year 2026-2027. The following pages contain a Solicitation Information Sheet followed by a Table of Contents for the complete list of Standard and Special Terms and Conditions, Federal Regulations, and the Evaluation Rubric on which the award of this solicitation will be based.

All proposals/bids received by the deadline will be opened shortly after the noted bid closing time indicated on the “Solicitation Information Sheet.” Any incomplete proposals/bids may be deemed “non-responsive,” and therefore “disqualified” and retained as a public record, which will be subject to the state’s Public Information Act. Proposers assume all risks of missed deadlines or bid closing times.

The awarding of this proposal is based on the recommendation given to the Purchaser’s Board of Directors, as prepared by Lauren Weyand, School Nutrition Director. The Craven County School Nutrition Department reserves the right to accept or reject any and/or all proposals, waive minor technicalities, award contracts for individual items as they may appear advantageous to the Purchaser, or to award the proposal to the most responsive and responsible vendor that best serves the interest of the Purchaser.

Vendors interested in responding to this bid opportunity are encouraged to review all solicitation documents in this prepared bid packet, agree to all terms and conditions and any required forms, complete and sign all required documents, and submit any documents not provided in this bid packet as requested.

Please refer to the Solicitation Information Sheet on the next page for Purchaser details regarding contact information and bid timeline. All questions must be submitted as instructed on the following page.

Thank you,

Lauren Weyand; MDA; RDN; LDN
School Nutrition Director
Craven County School District
1822 Hazel Ave
New Bern, NC, 28560

Solicitation Information Sheet

Name of Purchaser:	Craven County School Nutrition Department
Main Office/Street Address of Purchaser:	1822 Hazel Avenue
City, State Zip of Purchaser:	New Bern, NC, 28560
Primary Contact Name:	Marie Goad
Primary Contact Email:	Marie.goad@cravenk12.org
Primary Contact Phone:	252-514-6360 ext 4
Secondary Contact Name:	Lauren Weyand; MDA; RDN; LDN
Secondary Contact Email:	Lauren.weyand@cravenk12.org
Secondary Contact Phone:	252-514-6360 ext 1
Procurement Method:	Request for Proposal (RFP)
Types of goods or services requested:	Specialized software for the operation of the School Nutrition Program for both front and back of the house to service 23 school cafeterias and a central warehouse, including approximately 55 POS terminals, credit card scanners and vending machines.
Term of Contract/Effective Date Range:	Single initial year, July 1, 2026- June 30, 2027
Number of Renewal options:	4 single consecutive one-year renewal options
Payment Terms:	A W-9 for the current year must be submitted to the Purchaser to provide payment. A check will be made to vendors within 14 business days of receipt of invoice.
Bid Timeline:
Legal Notices/Published Ad Details:	RFP will be advertised on the North Carolina Electronic Vendor Portal (https://evp.nc.gov/) and will run for 7 days.
Bid Opens (date & time):	RFP will be released May 11, 2026
Q & A Instructions:	All questions or requests for clarification or additional information must be submitted, in writing, by the deadline to Marie Goad, Procurement Supervisor (marie.goad@cravenk12.org).
Q & A Due Date:	May 18, 2026, at 1pm
Bid Closes (date & time):	All bids must be received no later than May 29, 2026, at 1pm.
Public Opening:	There will be no public opening, as it is not required for an RFP. Bid Award notifications will be sent to all responding vendors upon completion of evaluation and Board approval.
Evaluation Dates:	Evaluation will take place starting June 1, 2026, and will be completed by June 4, 2026. Virtual demonstrations will be scheduled for one-hour increments on June 3rd and 4th 2026.
Bid Award Date:	Bid will be awarded on June 5, 2026
Bid Documents and Submission Instructions
Public Advertisement	North Carolina Electronic Vendor Portal
How to get the Solicitation Packet:	Email: marie.goad@cravenk12.org
How to submit a bid response:	Mail to: Marie Goad; 1822 Hazel Ave, New Bern NC, 28560 or Hand deliver to: 1822 Hazel Ave, New Bern NC, 28560.

A. Standard Terms and Conditions

The words “bids,” “request for proposals,” “quotes,” “RFPs,” solicitation,” procurement,” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, requests for proposals, quotes, competitive sealed quotes, and other procurement solicitations to which they are attached. The term “Vendor” means each awarded vendor chosen by the “Purchaser” as listed on the Solicitation Information Sheet.

These Standard Terms and Conditions are part of the final contract for each product and/or service contract and are part of the terms and conditions of each purchase order or other bid/proposal forms issued in connection with this solicitation.

Contracts awarded pursuant to this RFP comply with the Code of Federal Regulations (CFR), 2 C.F.R. Subpart D, § 200.317-327, the United States Department of Agriculture (USDA) and the Purchaser’s state rules and regulations per the school nutrition program. It is the intent of the Purchaser to comply with the most restrictive rules and regulations as required by the State Agency and the School Nutrition Program (SNP).

This Agreement is entered into and between the Purchaser and the Vendor having submitted a proposal in response to a procurement solicitation issued by the Purchaser and whose proposal has been accepted and awarded by the Purchaser. In consideration of the mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

1. Purpose.

The intent of this procurement solicitation is to establish a list of responsive and responsible Vendors that qualify as “eligible for award,” known as a company or firm whose purpose is to provide products that meet the needs of the Purchaser. The Purchaser is required to present a list of specified items and/or services, conduct a cost analysis, and include a scope of bid to provide a clear understanding of required goods, services, and delivery requirements. The Purchaser is responsible for the selection of goods and/or services available to meet their individual needs. All products and services submitted for consideration, unless otherwise noted, must be appropriate for K12 child nutrition food services and/or commercial kitchens.

2. Procurement Method.

The Purchaser is utilizing a formal procurement method in accordance with the United States Department of Agriculture (USDA) Code of Federal Regulations (CFR) for purchases exceeding the USDA, State or Local threshold for Simplified Acquisitions. Please see the Solicitation Information Sheet for type of formal procurement that applies to this solicitation.

3. Estimated Quantities.

The Purchaser determines estimated quantities for each product and/or service solicited. The good(s) and/or service(s) to be purchased are common to foodservice operations and pricing proposals along with other evaluation criteria as listed in this solicitation will be used to determine best value. The Purchaser makes no guarantee or commitment of any kind concerning quantities or services that will be purchased. The Purchaser makes no guarantee or commitment of any kind regarding usage of any contract resulting from this solicitation.

4. Commitment to Purchase.

The Purchaser relies on Federal Funding for the School Nutrition Programs for department purchases. Funding is not guaranteed; therefore, the Purchaser cannot guarantee that any commitment to purchase will withstand if Funding is discontinued or lost.

5. Award of Contract.

Per applicable laws, rules, and regulations for public procurement, the Purchaser award(s) the most responsive and responsible Vendor(s) whose proposal(s) is/are determined after evaluation by the Purchaser, based on the highest total score received. To qualify for evaluation, proposers must submit all required documents and pricing no later than the submission deadline identified in this document. Proposals that are “copyrighted” are unacceptable. The Purchaser may utilize separate ways to determine “best value.”

6. Term of Contract and Renewal Options.

The Purchaser will evaluate the contract award prior to the expiration of the then-current term based on factors that may include the annual amount of business, performance, and continued provision of best value to the Purchaser. All parties must mutually agree upon renewal. A renewal agreement will be done in writing along with a new one “1” year contract extension if all parties agree. Renewals must be consecutive 1-year terms, see Solicitation Information Sheet for number of allowed renewal options.

7. Rights Reserved by The Purchaser and Restrictions on RFP Process.

• The Purchaser reserves the right to cancel this solicitation in whole or in part by issuance of a revised or amended Request for Proposals.

• Accept, reject, or negotiate modifications in any terms of the Vendor’s proposal or any parts thereof.

• Conduct oral interviews/discussions or presentations necessary to select the best value Vendor and/or to obtain competitive pricing.

• The Purchaser reserves the right to reject and/or disqualify all proposals, to award contracts for individual products and/or services as may appear advantageous, and to negotiate separately in any manner necessary to serve the best interests of the Purchaser.

• Waive any formalities, technicalities, or other defects if deemed in the best interest of the Purchaser; request clarification and/or correction of the Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities.

• The Purchaser reserves the right to be the sole judge of quality and equality.

• The Purchaser reserves the right to award one or more contracts, part or whole, to single or to multiple prospective vendors or proposers. The decision to award multiple contracts, award only one contract, or to make no awards, rests solely with the Purchaser. The Purchaser may make multiple awards, and this fact should be taken into consideration by each proposer.

• Make all decisions regarding this RFP, including, without limitation, the right to decide whether a proposal complies with the requirements of this RFP.

8. Financial Responsibility.

The Purchaser assumes no financial responsibility for any costs incurred by prospective vendors in developing and submitting a proposal or any amendments or addenda, participating in pre-bid conferences, interviews, participating in any negotiation sessions or discussions, or any other costs incurred by proposers prior to award of a Contract/Agreement pursuant to this RFP.

9. Agreement Terms.

The terms of this Agreement shall govern all procurements conducted hereunder. No pre-established terms on the Vendor’s order acknowledgments, invoices, or other forms shall have any force or effect. Further, no amendment of this Agreement shall be permitted unless first approved in writing from the Purchaser, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by the Purchaser.

10. Addendum.

Any interpretations, corrections, additions, or changes to this RFP will be communicated to proposers by the issuance of an addendum. It is the responsibility of the proposer, prior to submitting the proposal, to determine whether an addendum was issued. The Purchaser will include all Addendums in the solicitation packet. All proposers shall comply with the requirements specified in any addendum issued by the Purchaser.

11. Clarifications.

The Purchaser may request clarification from Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give a Vendor the opportunity to revise, change or modify its proposal in any way except to the extent of correction of the error. Discussion between the Purchaser and Vendor can also take place after the initial receipt of proposals. The Purchaser reserves the right to conduct discussions with any Vendor submitting a proposal. The Purchaser will not assist the Vendor in the completion, revision, or modification of its proposal.

12. Assignment Delegation.

Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of the Purchaser. Any attempted assignment of this Agreement by Vendor shall be considered null and void. Any purchase or work order made because of this Agreement may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of the Purchaser. Vendor is required to notify the Purchaser when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

13. Prohibition Against Contact.

Vendors shall restrict all contact with the Purchaser and direct all questions regarding this RFP to the Point of Contact specified in this solicitation. Do not contact members of the Board of Directors, the Purchaser’s staff members, or other individuals related to the Purchaser. Contact with any of these prohibited individuals after issuance of the RFP and before execution of a contract may result in disqualification of your Proposal.

14. Disqualification.

A Vendor may be disqualified before or after the proposals are opened, upon evidence of collusion with the intent to defraud, or evidence of intent to perform other illegal activities for the purpose of obtaining an unfair competitive advantage.

15. Deviations And Exceptions.

Deviations or exceptions stipulated in a vendor’s response may result in disqualification. Any language to the effect that the Vendor does not consider this RFP to be part of a contractual obligation may result in a disqualification of the Vendor’s proposal. Vendor must not alter any language in this Agreement.

16. Specifications.

Specifications are those developed by the Purchaser to represent items of regularly manufactured products or services.

• The Purchaser’s specifications have been developed to show minimal standards as to the usage, materials, and contents based on their needs.

• Manufacturer's specifications may be referenced when used by the Purchaser, and are to be considered informative to give the bidder information as to the type and kind requested. Proposals on any reputable manufacturer’s regularly produced product of such items similar and equivalent will be considered.

• If any conflict exists, the written specification will override any referenced brand.

• Compliance with all specifications and conditions is required. All proposals must include a detailed statement of exceptions taken to any part of the request.

17. Equivalent Clause.

Whenever an article or material is defined in this solicitation by describing a proprietary product, or by using the name of a manufacturer, brand name or vendor, the term “or equal,” if not inserted, shall be implied (as applicable). The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency, and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design, and efficiency (as applicable).

18. Responsive Proposal.

Proposals shall be deemed responsive if they comply with all material and administrative aspects of this procurement solicitation. All required information must be complete with date and signatures where applicable. Missing requested information, documents, and signatures, may place the proposal at risk of being rejected as “non-responsive.”

19. Responsible Vendor.

The Purchaser defines a “responsible vendor” as one with adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the products and/or services herein with an adequate number of trained personnel to ensure quality and performance and completion of contract within the specified time. Vendors having a history of inconsistent service and unreliability will not be considered by the Purchaser to be a responsible bidder.

20. Accuracy of Data.

The Vendor is responsible for ensuring all pricing, data and documents submitted are accurate, free of missing information and errors, and complete. Errors and inaccurate data entry may disqualify the proposal submission.

21. Penalties.

If Vendor fails to fulfill or abide by the terms and conditions of the Agreement, the Purchaser may take the following action(s):

• Require Vendor to provide detailed documentation outlining the reasons for not fulfilling the agreement.

• Allow the vendor to resolve the situation with pending reasons for failure.

• Recommend that Vendor no longer be given the opportunity to submit a proposal to the Purchaser and/or that this Agreement be terminated.

22. Right To Audit.

The Purchaser shall upon adequate written notice or ten business days, have the right to audit and examine all of Vendor’s records and accounts relating to the products and services delivered under this Agreement as outlined below. All costs incurred due to the request for the audit will be the responsibility of the Purchaser. Records to be audited shall occur during normal business hours and shall include, but are not limited to, all Purchase Orders resulting from this Agreement and records which may have a bearing on matters in connection with Vendor’s work for the Purchaser and shall be open to inspection and subject to audit/review and/or reproduction by the Purchaser at the cost of the requestor or their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

• Vendors compliance with this Agreement and the requirements of the solicitation.

• Compliance with procurement laws, policies, and procedures, including, without limitation, reviewing/comparing pricing on invoices for the Purchaser.

• Compliance with provisions for computing billings to the Purchaser, and/or

• Any other matters related to this Agreement.

23. Open Records/Public Information.

The Purchaser is considered a governmental entity subject to the state’s Public Information Act. The Purchaser considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure under the state’s Public Information Act, after a contract/agreement is awarded or the procurement terminated. Proposers are hereby notified that the Purchaser strictly adheres to all statutes, court decisions, and opinions of the state’s Attorney General or authorized representative with respect to disclosure of information. Any information deemed to be confidential by Proposer should be clearly noted on the page(s) where confidential information is contained, page-by-page and line-by-line the parts of the response which it believes are exempt; however, the Purchaser cannot guarantee that it will not be compelled to disclose all or part of any public record under the Public Information Act, since information deemed to be confidential by Proposer may not be considered confidential under state law, or pursuant to a Court order. Vague or general claims of confidentiality will not be accepted. The Purchaser assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by proposers. Vendor waives any claim against and releases from liability the Purchaser, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in the Agreement or otherwise created, assembled, maintained, or held by Vendor and determined by the Purchaser, the Attorney General, or a court of law to be subject to disclosure under the Public Information Act.

24. Confidentiality.

Vendor and the Purchaser agree to secure the confidentiality of all information and records in accordance with the applicable federal and state laws, rules, and regulations. Vendor and the Purchaser understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable.

25. Formation Of a Contract (Declaration of Compliance).

A response to this solicitation is an offer to contract/agreement with the Purchaser based upon the terms, conditions, scope of work, and specifications contained in this procurement solicitation. A solicitation/proposal does not become a contract/agreement unless and until it is accepted by the Purchaser after approval by the Purchaser’s Authorized Designee per local policy.
Upon notice of award, Vendor will be sent a formal letter of “award,” a copy of all Terms and Conditions, and a “contract agreement form” that must be signed and returned.

26. Firm/Fixed Pricing.

All prices in Vendor’s proposal shall remain fixed and firm for the Term of the Agreement unless otherwise specified in the Special Terms and Conditions.

27. Credits/Discounts/Rebates.

Any credits, discounts and/or rebates a vendor may receive due to purchasing goods must be included in the pricing proposal or applied immediately upon purchase by the Purchaser and noted on the invoice. All rebates, discounts, and other applicable credits granted by Vendor because of any Supplemental Contracts entered between Vendor and the Purchaser shall accrue directly and exclusively to the Purchaser.

Any discounts for early payments should be noted in the proposal. Vendor(s) may propose volume discounts or other adjustments to the price for large orders. Discounts may be considered in determining low proposal. A separate spreadsheet may be completed to show tier pricing when it exists for a product.

28. Special Tools and Test Equipment.

If the price includes the cost of any special test equipment fabricated or required by the Vendor for filling this order, such special tooling and/or test equipment and any related items shall become the property of the Purchaser and shall be identified by the Vendor as such.

29. Material Change.

If a material change occurs to a contract entered between the Purchaser and Vendor, the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, the Purchaser may issue a new RFP for the goods or services provided under the previously existing contract. Material change means a modification that exceeds and/or alters the terms of the original contract between the Purchaser and Vendor, and/or the total contract value greater than 10%. The following anticipated and unanticipated changes are to be considered as well and do not qualify as a material change: 5% upward or downward trend in student enrollment and/or participation to allow flexibility for program growth or decline or unanticipated program and/or regulation changes.

30. Customer Support.

Vendor shall provide timely and accurate technical advice and sales support to the Purchaser. Vendor must provide an assigned Sales Rep(s) to the awarded contract and a direct phone number. General “800” numbers are not allowed. Response time must be within a 24-hour window unless during a holiday closure.

31. Compliance With Laws.

Vendor shall comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations, including, if applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. For the entire duration of this contract/agreement, Vendor shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Agreement. When required or requested by the Purchaser, Vendor shall furnish the Purchaser with satisfactory proof of Vendor’s compliance with this provision.

32. Force Majeure.

If by any reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this agreement then such party shall give notice and full particulars of Force Majeure immediately via phone call or email, and must be followed with a detailed written letter attached in an email to the other party immediately after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as herein provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockout, or other industrial disturbances, pandemics, network failures, energy crisis, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, act of public enemy, orders of any kind of government of the United States or the Purchaser’s state of business or any civil or military authority, insurrections, riots, epidemics, arrests, restraint of government and people, civil disturbances, explosions, acts of war, other catastrophes, or any other occurrences which are reasonably beyond such party’s control. The parties to this Agreement are required to use due caution and preventative measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision.

The party seeking relief due to force majeure is required to promptly notify the other party in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the Agreement has not been terminated. Delay or failure of performance, by either party to this Agreement, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. Neither party shall have any claim for damages against the other resulting from delays caused solely by force majeure. Notwithstanding any other provision of this Agreement, in the event the Vendor’s performance is delayed or stopped by a force majeure event, the Purchaser shall have the option to terminate this Agreement. This section shall not be interpreted as to limit or otherwise modify any of the Purchaser’s contractual, legal, or equitable rights.

33. Governing Law and Venue.

The laws of the Purchaser’s State, without regard to its provisions on conflicts of laws, shall govern this Agreement. Any dispute under this Agreement may be brought in the state and federal courts in the Purchaser’s state, and the parties hereby submit to the exclusive jurisdiction of said courts.

34. Property.

In the event of loss, damage, or destruction of any property owned by or loaned by the Purchaser that is caused by Vendor or Vendor’s representative, agent, employee or contractor, Vendor shall indemnify the Purchaser and pay to the Purchaser the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of the Vendor’s receipt of written notice of the Purchaser determination of the amount due. If the Vendor fails to make timely payment, the Purchaser may obtain such money from Vendor by any means permitted by law, including, without limitation, offset, or counterclaim against any money otherwise due to Vendor by the Purchaser.

35. Indemnification.

The Vendor shall indemnify, defend, and hold harmless the Purchaser its board of directors, officers, employees, agents, and representatives from and against all claims, demands or liability for damages, losses, or other relief, including, without limitation, attorneys’ fees and costs which the Purchaser may incur arising from the Vendor’s performance of its obligations under this agreement. The foregoing shall include, without limitation: (i) injuries to or death of person; (ii) damage to property; or (iii) theft or loss of property, resulting from, in whole or part, any acts omissions or other conduct of Vendor and/or of any of Vendor’s agents, servants, or employees, or any other person or entity employed directly or indirectly by Vendor in connection with performance of the Vendor’s obligations and their respective agents, officers or employees. If any action or proceeding, whether judicial, administrative, or otherwise, shall be commenced against the Purchaser on account of any claim, demand, or liability subject of this indemnification agreement the Vendor shall, at its sole cost and expense, defend the Purchaser in such action or proceeding with counsel reasonably satisfactory to the Purchaser. In the event that there shall be any judgment, award, ruling, settlement, or other relief arising out of any such action or proceeding to which the Purchaser is bound by, Vendor shall pay, satisfy or otherwise discharge any such judgment, award, ruling, settlement or relief; Vendor shall indemnify and hold harmless the Purchaser, from any and all liability or responsibility arising out of any such judgment, award, ruling, settlement or relief. The Vendor's obligations hereunder shall survive notwithstanding Vendor's completion of the services or the termination of the Contract. If the Purchaser is found negligent for any of the acts above, Purchaser has no recourse against the Vendor.

36. Subcontractors.

If Vendor uses subcontractors in the performance of any part of this Agreement, Vendor shall be fully responsible to the Purchaser, for all acts and omissions. Nothing in this Agreement shall create for the benefit of any such subcontractor any contractual relationship between the Purchaser and any such subcontractor, nor shall it create any obligation on the part of the Purchaser to pay or to see the payment of any moneys due to any such subcontractor except as may otherwise be required by law.

37. Insurance.

Vendor is required to provide the Purchaser with copies of certificates of insurance upon an awarded contract, naming the Purchaser (as listed on the Solicitation Information Sheet) as an additional insured for Workman’s Compensation and General Liability Insurance. Certificates of insurance, name and address of Vendor, the limits of liability, the effective dates of each policy, and policy number shall be delivered to the Purchaser prior to the commencement of any work under this Agreement. All policies of insurance shall waive all rights of subrogation against the Purchaser, its officers, employees, and agents. The Vendor’s insurance company shall be licensed in the State in which business is conducted with the Purchaser and shall be acceptable to the Purchaser. Vendor shall give the Purchaser a minimum of ten (10) days - notice prior to any modifications or cancellation of said Agreement to maintain coverage as specified below. The Purchaser reserves the right to require additional insurance should the Purchaser deem additional insurance necessary, in the Purchaser’s sole discretion. Proof of insurance coverage must be submitted upon award of a contract. Minimum insurance requirements for any activities conducted on school property:

A. Workman’s Compensation/Employer’s Liability. Statutory Limits.

$500,000 Each Accident

$500,000 Policy Limit

$500,000 Each Employee

B. General Liability, Bodily Injury & Property Damage:

$500,000 Combined Single Limits

$1,000,000 Aggregate

C. Automotive Liability:

$250,000 Each Person

D. Bodily Injury:

$500,000 Each Accident

E. Property Damage:

$250,000

38. Financial Health and Stability.

The vendor must provide evidence of financial health and stability, such as an audited financial statement or financial audit “score,” proof of credit score, letter from financial institution confirming all accounts are in good standing on bank letterhead, or other substantiating documentation. This information will be utilized as part of evaluation criteria to determine the financial health and stability of each vendor and if adequate financial resources are available to fulfil the requirements of the RFP. Any issues associated with the vendor’s financial health and stability to adequately service any award because of this RFP, in whole or in part, may be grounds for termination at the sole discretion of the Purchaser.

39. Invoices.

Invoices shall be directed to the Purchaser’s Accounts Payable Department according to the invoice terms found on the Solicitation Information Sheet. Vendor shall submit invoices during the Purchaser’s fiscal year in which the good(s) and/or service(s) are purchased, and:

• Invoices shall indicate the purchase order number.

• All invoices shall be itemized to include a description of each good(s) and/or service(s) rendered.

• Items should be shown in numerical order and must correspond with the item numbers shown on the purchase order.

• Quantity, unit, and price of each item must be shown. All prices should be extended on the invoice.

• Total all extensions on the invoice.

• Discounts, credits, and/or rebates, if applicable, must be stated, extended, and deducted to arrive at a Net Total for invoice.

• Date of purchase order must be shown.

• Payment shall not be due until the above instruments are submitted after delivery.

• Vendors should keep the Accounts Payable department advised of any changes to remittance addresses.

• The Purchaser’s obligation is payable only and solely from funds available for the purpose of the purchase. Lack of funds shall render this contract null and void to the extent funds are not available and any delivered but unpaid for goods will be returned to Seller by Buyer.

• Do not include Federal Excise, State or City Sales Tax. The Purchaser shall furnish an exemption certificate, if required.

• The Purchaser for accuracy should verify each invoice.

• If a credit is due, the next/subsequent invoice must show the credit owed and applied.

40. Tax-Exempt.

The Purchaser shall not pay taxes for goods and/or services provided under this Agreement. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Agreement, including, without limitation, any federal, state, or local income, sales or excise taxes of Vendor or its employees. The Purchaser shall not be liable for any taxes resulting from this Agreement. Taxes must not be included in the proposal. Tax exemption certificates will be executed by the Purchaser and furnished upon request.

41. Tax Responsibilities of Vendor and Indemnification for Taxes.

The vendor and all subcontractor(s) of Vendor shall pay all federal, state, and local taxes applicable to their operation and any person employed by Vendor and all subcontractors of Vendor. Vendor shall require all subcontractors to hold the Purchaser harmless from any responsibility for taxes, damages, and interest. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs including, but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation, shall be the sole responsibility of Vendor.

42. Payment Terms.

The Purchaser will make no payments prior to the delivery of the product or service. The vendor agrees to pay any subcontractors, if any, the appropriate share of the payment received from the Purchaser no later than the tenth (10th) day after the date Vendor receives the payment from the Purchaser.

Payments for services and goods provided under the contract will be governed by the Federal Acquisition Regulations (FAR) Prompt Payment clause 52.232-25, which states:

The 30th day after the designated billing office receives a proper invoice from the Vendor.

The 30th day after products are delivered or services are performed.

The Purchaser may have local or State-specific requirements which are noted in the Solicitation Information Sheet.

43. IRS Form W-9.

To receive payment under this Agreement, Vendor shall have a currently signed and dated I.R.S. Form W-9 Form on file with the Purchaser.

44. No Agency or Endorsements.

The Purchaser and Vendor are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party. This Agreement shall not be construed or deemed an endorsement of a specific company or product. It is the intention of the parties that Vendor is independent of the Purchaser and is not an employee, agent, joint venture, or partner of the Purchaser, and nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venture, or partner between the Purchaser and Vendor or the Purchaser and any of Vendor’s agents. Vendor agrees that the Purchaser had no responsibility for any conduct of any Vendor’s employees, agents, representatives, contractors, or subcontractors.

45. Non-Appropriation Clause.

Renewal of this Agreement, if any, will be in accordance with state codes concerning non-appropriation of funds for multi-year contracts. Notwithstanding any other provision of this Agreement or obligation imposed on the Purchaser by this agreement, the Purchaser shall have the right to terminate this agreement without default or liability to Vendor resulting in such termination, effective as of the expiration of each budget period of the Purchaser if it is determined by the Purchaser, in the Purchaser’s sole discretion, that there are insufficient funds to extend this agreement. The parties agree that this Agreement is a commitment of the Purchaser’s current revenue only.

46. Termination Of Contract.

This Agreement shall remain in effect until (1) the Agreement expires by its terms or (2) the Agreement is terminated by mutual agreement of the Purchaser and Vendor. The Purchaser reserves the right to terminate the Agreement immediately in the event the Vendor fails to:

• Meet schedules, deadlines and/or delivery dates within the time specified in this Agreement, the procurement solicitation and/or a purchase or work order.

• Default in the payment of any fees.

• Otherwise perform in accordance with this Agreement and/or the procurement solicitation.

• The Purchaser also reserves the right to terminate the Agreement immediately, with written notice to Vendor, if the Purchaser believes, in its sole discretion, that it is in the best interest of the Purchaser to do so. Vendor agrees that the Purchaser shall not be liable for damages if the Purchaser declares Vendor to be in default or breach of this Agreement and/or the procurement solicitation. Vendor further agrees that upon termination of the Agreement for any reason, Vendor shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or Vendor. All Supplemental Contracts, purchase orders, and/or orders for goods or services issued by the Purchaser and accepted by Vendor shall survive the expiration or termination of this Contract.

47. Breach Of Contract.

In the event of a breach or default of the Agreement and/or the procurement solicitation by Vendor, the Purchaser reserves the right to enforce the performance of the Agreement and/or procurement solicitation in any manner prescribed by law or deemed to be in the best interest of the Purchaser. The Purchaser may exercise any or all the following rights:

• The Purchaser may take possession of all goods, fixtures, and materials of the successful bidder therein and may foreclose its lien against such individual property, applying the proceeds toward fees due or thereafter becoming due.

• The Purchaser reserves the right to award the cancelled contract to the next lowest and best bidder as it is deemed to be in the best interest of the Purchaser.

• The Purchaser may charge the successful bidder the difference for any additional cost of such a bid item.

48. Nonperformance/In the Event of Default.

The vendor shall be deemed nonperformance or default upon the occurrence of one or more of the following events.

• The Vendor refuses or fails to perform all or part of its obligations.

• The Vendor’s untimely performance.

• The Vendor is judged as bankrupt or makes a general assignment for the benefit of creditors.

• A receiver is appointed on account of Vendor’s insolvency.

• The Vendor or its subcontractors violate any of the provisions of this contract. In the event said nonperformance or default “is not” remedied to the satisfaction and approval of the Purchaser within two (2) working days of receipt of such notice by the successful bidder, default will be declared, and all the successful bidder’s rights shall terminate.

• The Purchaser shall serve written notice to the Vendor of its’ intention to terminate the contract.

• The notice shall contain the reasons for the Purchaser’s intention to terminate the contract, describing the nonperformance. Within ten (10) days of the date of this notice, Vendor shall cease these acts of nonperformance or plan, satisfactory to Purchaser, to correct these acts of nonperformance.

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