Software RFP

RFP # 250-2027 School Nutrition Software Suite

Released by: Craven County School Nutrition Department

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

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:

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.

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.

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.

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.

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."

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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."

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

Workman's Compensation/Employer's Liability. Statutory Limits.

$500,000 Each Accident

$500,000 Policy Limit

$500,000 Each Employee

General Liability, Bodily Injury & Property Damage:

$500,000 Combined Single Limits

$1,000,000 Aggregate

Automotive Liability:

$250,000 Each Person

Bodily Injury:

$500,000 Each Accident

Property Damage:

$250,000

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

If cessation or satisfactory correction is not affected within this ten (10) day notice period, this contract shall cease and terminate.

Non-performance or fault resulting in a contract termination mid-year may result in the Vendor being denied proposal rights for any or all future opportunities.

The Purchaser also retains the rights upon a "termination by default" of awarded Vendor to transfer the award to the second awarded vendor, if any.

Refer to and award the next most "responsible and responsive vendor" to the original solicitation, if any.

The vendor must have submitted a complete response to the original solicitation.

Vendor must be approved and "eligible" for award.

The vendor must approve the award and confirm the ability to meet the terms and conditions of the contract.

Severability.

If any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

Representation.

The Vendor represents that the items and/or services provided by the vendor hereunder shall conform to those represented and described in the attachments. Notwithstanding anything to the contrary herein, if for any reason the Purchaser determines, in its sole discretion, that part or all such items and/or services fails to meet the expectation of the Purchaser, the Purchaser may issue a ten (10) days' notice to terminate this Agreement and receive the pro-rata portion of the contract sum paid to the vendor by the Purchaser for the unexpired term of the Agreement.

Waiver.

No failure on the part of either party at any time to require the performance by the other party of any term hereof shall be taken or held to be a waiver of such term or in any way affect such party's right to enforce such term, and no waiver on the part of either party of any term hereof shall be taken or held to be a waiver of any other term hereof or the breach thereof. No waiver, alternation, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

Warranty.

All goods and/or services provided by the Vendor under this Agreement shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the "FDC Act") for the period during which the vendor's guaranty is effective. Vendor guarantees that no Products shall be classified as hazardous materials subject to Department of Transportation regulations contained in . If the Vendor /manufacturer's warranty is less than the indicated period, the Vendor shall warrant the goods and/or services to the full extent as provided by the Vendor/manufacturer. The Purchaser will endeavor to give the Vendor written notice of the breach of warranty within thirty (30) days of the discovery of the breach of warranty, but failure to give timely notice shall not impair the Purchaser's rights under this section. Vendor warrants that any services rendered by the Vendor in relation to warranty of items will be fully and timely performed in a professional and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Agreement, and all applicable Federal, State, and local laws, rules, and regulations. Vendor warrants that all goods and/or services furnished under this Agreement shall conform in all respects to the terms of this Agreement, including, without limitation, those detailed in the procurement solicitation issued by the Purchaser. In addition, Vendor warrants all goods and/or services are suitable for and will perform in accordance with the purchases for which they are intended. Vendor shall assume all liabilities incurred within the scope of the consequential damages and incidental expenses, as set forth in the vendor or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Agreement, the procurement solicitation, or Purchase Order.

Warranty Maintenance Agreement.

Any information regarding warranties and/or maintenance agreements pertaining to the goods and/or services in this solicitation should be noted. The Vendor must provide warranty information and/or company guarantees concerning the goods and/or services proposed. Goods and/or services that are found to be defective shall be replaced or fully repaired to the satisfaction of the Purchaser before payment is made.

Limitation Of Warranty.

The Vendor must not limit, exclude, or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect.

Manufacturer's Guarantee.

A manufacturer's total satisfaction written guarantee shall be required, in accordance with Uniform Commercial Code (UCC), for the one-year Agreement term, with the Purchaser reserving the right to have any item replaced should the original item prove unreliable or defective as expressed or implied by verbal or written specification. The items will then and after adequate time to remedy, be replaced without charge to the Purchaser's satisfaction. This will be provided at no additional cost to the Purchaser during the term of the contract.

Criminal History Record Information.

Prior to commencing any work under the Agreement, if Vendor contracts with the Purchaser to provide onsite services, Vendor must certify on the "Criminal History" questionnaire form that each employee of Vendor who will have direct contact with students, Vendor has obtained, as required by the state.

State criminal history records information from a law enforcement or criminal justice agency or a private entity that is a consumer reporting agency governed by the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.) for each covered employee of Vendor employed before January 1, 2008.

National criminal history record information for each employee of Vendor employed on or after January 1, 2008.

Vendors must also obtain similar certifications of compliance with the state's requirements from any subcontractors. Covered employees with disqualifying criminal history are prohibited from serving at the Purchaser; Vendor and any subcontracting entity may not permit a covered employee to provide services at a school if the employee has been convicted of a felony or misdemeanor offense that would prevent a person from being employed under the state's education codes (i.e., Title 5 felony or an offense requiring registration as a sex offender and victim was under 18 years of age or was enrolled in a public school at the time the offense occurred). The criminal history record review applies if Vendor contracts with the Purchaser to provide onsite services; it does not apply to a contract for the purchase of goods or real estate. The Purchaser requires people who enter on-site to first report to the front office/receptionist and must be prepared to present a valid driver's license or another form of identification containing the person's photograph issued by a governmental entity for clearance through the Purchaser security system. School districts are allowed to create electronic databases to store information about visitors to campuses. This information could be used only for school security and cannot be sold or otherwise disseminated to a third party. The Purchaser may verify whether a visitor is a sex offender registered with the computerized central database maintained by the state's Department of Public Safety, Code of Criminal Procedure, or any other database accessible by the Purchaser. Additionally, the Purchaser may require fingerprinting and criminal background checks for persons who enter a campus when required by local policy.

Protest Procedures.

The Purchaser maintains protest procedures to manage and resolve disputes relating to procurements made with federal funds and, in all instances, discloses information regarding the protest to the state agency or other awarding agency. 2 CFR 200.318(k). The protestor must exhaust all administrative remedies with the Purchaser before pursuing a protest with a federal agency. Reviews of protest by the Purchaser will be limited to:

Violations of federal law or regulations and procurement standards established by federal regulations (violations of state or local law will be under the jurisdiction of state or local authorities)

Violations of the Contractor's or subcontractor's protest procedures for failure to review a complaint or protest.

The Purchaser is the primary office responsible for handling and coordinating any disputes relating to procurements. In the event of a timely protest, the Purchaser shall take any action necessary to resolve a protest of an aggrieved bidder/offer concerning procurement. The Purchaser shall promptly issue a determination to the protester, which states the reasons for action taken, and inform the protester of the right to appeal. The Purchaser shall promptly issue a determination to the protester and inform the protestor of the right to appeal to higher up or other granting agency of the protest for their own review and determination.

Copyright.

All contracts paid from State or Federal grants administered by a State or Federal agency must retain copyright for the State and Federal government (if a Federally funded contract) unless otherwise negotiated in writing with the State or Federal Agency Pursuant to the provisions in , title to intangible property vets the Purchaser, , as long as such property is used for authorized purposes. However, the State and Federal awarding agency reserve a royalty-free, non-exclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Vendor agrees to protect the Purchaser from any claim involving infringement of patents or copyrights.

Withdrawal Of Proposal.

Proposals may be withdrawn prior to the specified deadline by providing written notification to the Purchaser. All approvals shall be based upon an acceptable written reason for the action.

No Response.

Vendors who do not bid are requested to complete and sign a "No Response" form (if provided) or submit a reason for a no response if they wish to receive future bid notifications. Failure to do so may result in it being deleted from the Purchaser's contact list. Vendors not submitting bids or submitting "no bids" may be removed without notice at any time and must reapply for inclusion in the Purchaser's contact list. The Purchaser is not responsible for any errors occurring because of this procedure. It is the vendor's responsibility to ensure the contact information on the Purchaser's contact list is up to date.

Opening Proposals.

Per USDA regulations, a Request for Proposal (RFP) procurement method does not require a public opening. An RFP allows the Purchaser to open received bid responses prior to the posted opening date, check for completeness, and reach out to the responding vendor if necessary. Per USDA regulations, an Invitation For Bid (IFB) procurement method requires a public opening and is to remain sealed until the posted date of the bid opening. Please refer to the Solicitation Information Sheet for details on a public opening.

Tie Proposal.

In case of tie proposals, the purchaser will re-review all received documents for accuracy, products submitted to confirm matching of written specification or equal, and evaluation scoring to ensure no errors occurred; may send each bidder a set of clarification questions; may send a request for a "best and final" pricing offer to each bidder. Consistent and continued tie bidding could cause rejection of the bids by the Purchaser and/or investigation for antitrust violations.

Evaluation Of Proposals.

A committee of the Purchaser employees will review and evaluate proposals and make a recommendation to the Board of Directors. The Purchaser will base a recommendation for contract/agreement award on the published evaluation criteria. The Purchaser will award the most responsive and responsible offer, with price and other criteria factors considered. The Purchaser adheres to the Evaluation Rubric found in this solicitation. The Purchaser reserves the right to conduct any test, evaluation, or comparison it deems necessary to complete the evaluation process. Per federal regulation, pricing must be a primary factor in the Evaluation Rubric.

Competitive Range.

It may be necessary for the Purchaser to establish a competitive range of acceptable proposals as part of the evaluation process. Proposals not in the competitive range are unacceptable and will not receive award consideration.

Sole Source.

The Department of Public Instruction of North Carolina does not support Sole Source Purchasing. However, there may be instances when selected purchases may be exempt from competitive procurement if they meet the established criteria for a sole source purchase:

Identification and confirmation that competition in providing the item or product to be purchased is precluded by the existence of a patent, copyright, secret process, or monopoly.

Identification and confirmation that the product is a film, manuscript, book, utility service (including electricity, gas, or water), or a captive replacement part or component for equipment.

Sole source does not apply to mainframe data-processing equipment and peripheral attachments.

It is incumbent upon the Purchaser to obtain and retain documents from the proposer, which clearly delineate the reasons that qualify the purchase to be made on a sole source basis. To do business with the Purchaser as a Sole Source Vendor, the Purchaser must receive a notarized Sole Source Affidavit along with proof of your company qualifying as a sole source.

The Purchaser reserves the right to decide if your company is a qualified Sole Source Vendor.

Contracts Involving Federal Funds.

The Purchaser intends to competitively procure each contract awarded by the Purchaser and intends to comply with USDA and State Agency regulations for every procurement action. To comply, the Purchaser will make an independent estimate of the value of goods or services in the current market before receiving bids or proposals. After the Purchaser receives bids and proposals, but before awarding a contract, the Purchaser will review their price or cost analysis as part of the evaluation and document its findings.

Register For Government Contracting.

Follow these steps to certify your business and obtain the registrations required to begin bidding on government proposals:

Obtain a D-U-N-S Number.

Your Company will need to obtain a Dun & Bradstreet D-U-N-S(R) Number. This is a unique nine-digit identification number for each physical location of your business. The assignment of a D-U-N-S Number is free for businesses required to register for Federal contracts or grants. Visit the to register.

Register your Business with the System of Award Management (SAM).

If your company wants to successfully pursue a contract, it is essential that your business registers in the Federal government's vendor database; registration is free. This registration is sometimes referred to as "self-certifying" for your small business. Federal Acquisitions Regulations (FAR) require all prospective vendors to be registered with SAM prior to the award of a contract, basic agreement, basic ordering agreement, or blanket purchase agreement. Access SAM at . Using SAM, you will be able to register your business size and socio-economic status while completing the required solicitation clauses and certification. By completing your required solicitation clauses and certifications, you certify that the information provided about your company and its business activities is correct. The certification information that you will be asked on SAM is explained in the .

You may also find that you need a North American Industry Classification System (NAICS) code for administrative, contracting and tax purposes. The code classifies the economic sector, industry, and country of your business. Bidders must identify in SAM all the NAICS codes (industries) applicable to your business. Read for more information.

For assistance: Contact the Association of Procurement Technical Assistance Centers at , or call 615-268-6644.

Errors And Omissions.

Due care and diligence have been used in the preparation of the specifications and information contained in the solicitation and is believed to be sustainably correct. However, the responsibility for determining the full extent of the exposure and the verification of all information presented herein shall rest solely on the respondent. The Purchaser will not be responsible for any errors and omissions in the specifications nor the failure on the part of the Vendor to determine the full extent of the conditions, requirements, and specifications before submitting a proposal. Failure to do so will be at the Vendor's own risk and Vendor cannot secure relief on the plea of error. Neither law nor regulation makes allowance for errors of omission or commission of the part of the Vendor.

Special Terms and Conditions for Software Bids

Notice to Responders.

The following Special Terms are specific to the type of solicitation to which the Vendor is responding. The terms below apply to and become a part of all solicitation terms and conditions of proposals unless superseded by any attached terms and supplemental conditions or specifications in which case attached conditions will prevail. Any exceptions must be in writing.

System Requirements.

All modules must be 100% browser based and work with the Chrome Web Browser and provide all the following cloud-based modules: Point of Sale, Online Free & Reduced Application Processing, Inventory, Purchasing, Menu Planning, Online Menus, and Nutritional Analysis, and Production Records, Accounts Payable, Accounts Receivable, and General Ledger. Entire solution must be 100% cloud-based and hosted by vendor in a secured datacenter located in the Eastern time zone.

Entire solution must be available from any internet from any browser with access to the internet. CPU, RAM, Storage, and Bandwidth must be scalable to accommodate increased data transfer rates for the solution. Solution must provide a centralized database dedicated to only the District. SLA must provide guaranteed uptime of solution of at least 99% or higher.

Vendor must conduct regular third-party security audits to ensure the security of their cloud-based infrastructure. Must be PCI compliant. All system modules must use and reference the same integrated database with real time updating between modules. Be modular and allow the district to add or remove modules or terminals as necessary.

No duplicate data entry. Items created in one place must be available for use throughout the system including: Point of sale, Online Menus, Menu Planning, Production Records and Inventory.

Provide granular security permissions that can be set per user or by user group. Built in exports for Excel, CSV, Word, Text and PDF. Must provide a log or tracking of cloud based backups. Must have the capability to easily create and access database backups.

Point of Sale.

Terminals must run completely inside a browser. Terminals must continue to run uninterrupted if internet connection is interrupted. Allow a serving session to run beginning to end without an active internet connection to that terminal.

Data to include student information, pictures, balances and eligibility status must be cached within the browser. Automatically detects ID entry from students from other schools and processes their eligibility according to their eligibility at the home school. Item button name and color is customizable. Must offer eligibility-based pricing for all items. Must support customizable covert codes for eligibility. For example: Free shows as "#". Ability to automatically generate unique POS identifiers for students and staff. POS must be touch screen friendly.

Ability to accept cash, checks and credit cards for each transaction at the manager terminal or cashier line. Ability to deposit excess collected money as an account deposit. Ability to give change by providing cashier with correct change.

Provide a training mode that allows staff to run the POS with all current data and settings, simulating live transactions but without impacting any accounts.

POS must include a smart search to find students and staff. Smart search must automatically search with each character entered, immediately narrowing down search results.

Ability to recall the last transaction.

System must detect and properly handle 2nd meals.

71.1 Point of Sale Reports - Ability to create reports in all the following formats: PDF, Excel, CSV, Word. Ability to create and save an unlimited number of report templates. Ability to share report templates with individual users or user groups. Ability to build custom reports. Build report by selecting data fields and the order of data fields. Set custom sort order of data fields. Group data by groupings such as school or grade level. System must continue to function normally while a report is being run. Report requests must be pushed to the background while processing.

71.2 Point of Sale Hardware - Universal keypad acceptance of combo keypad/barcode scanner for entry of PIN, ID, or Barcode. Support meal and a la carte sales. Ability to use current site computers, laptops, tablets. Must support two pin pads connected to the same terminal. Both pin pads must work simultaneously to allow two lines to go through one terminal. Support electronic or manual cash drawers.

Eligibility.

Complies with current USDA and state application regulations. Include online Free/Reduced meal applications. Must provide online meal applications in any language needed by the district. Allow parents to fill out online applications without having to create an online account. Ability to display a customizable message when online applications are completed. Ability to create and track an unlimited number of online meal application statuses. Must enforce data entry in required fields to ensure completed applications. Ability to track notes on the application record. Eligibility letters to parents must be fully customizable. Ability to print or email eligibility letters from the application record. Keep a record of all notifications sent regarding that application. Each application must include a change history to track all changes made to an application. Ability to print paper copies of online applications. System must detect and track duplicate meal applications.

System must support an upload of the district's direct certification file that automatically matches to enrolled students. System must allow direct certification to be run as often as needed.

When entering an application, the system must automatically resell all student meals at the correct rate based on the application's entered received date. Including crediting a student's account back and appropriately updating all reimbursement claims and edit check reports. Automatic reselling of meals must not modify closed reporting periods.

System must support multiple Meal Benefit Expiration Dates.

Second reviewer option on applications.

Verification.

Must be a streamlined process. Must provide the ability to manually select applications for verification. Must provide the ability to select a specified number of applications at random. Must have a status screen for verification that displays a list of all selected applications, their current status in verification, their initial eligibility status, their final eligibility status and what type of application they completed. Must provide a count report that displays the number of total applications and the number selected per category. Must allow printing and emailing of initial notification letters, warning letters, complete letters, and failure to respond letters. Must automatically generate and populate all necessary federal reports for verification. Ability to exclude a school from the verification process.

CEP.

System must accurately track and report all students based on their eligibility status and not just mark them as free. System must support each school based on their status. CEP and non-CEP school sites in the district.

Menus.

USDA approved Nutrient Standard Menu Planning. Food based component menu planning. Inventory/Commodity/Ingredient Management. HACCP, Allergens in the ingredients, and Target Temperature support. Display cost per serving, cost per plate, and food cost percentage.

Calendar menu can be printed and exported to other programs to allow for enhancement with graphic and additional notes. Allow export of menu into web-display to allow for enhancement such as allergen codes & nutrition information.

Scale menu forecast based on entering overall meal count forecast. Distinguish between reimbursable meal forecast, adult, pre-k, and a la carte forecast for nutritional analysis. Analyze actual nutrition data after production record is complete. Allow user to view actual nutrient analysis based on amounts entered from production records. Support unlimited nutrition categories. District can determine and set up categories based on needs- such as entree, vegetable, fruit, etc.

Each recipe is automatically an item. Each inventory offers the option to multiple unit definitions, food component, and links to nutrition data. Recipes support multiple serving units. Each recipe allows for multiple serving unit descriptions, food component definitions, and links to an ingredient and/or finished goods nutrition data.

Every recipe is automatically a finished product upon production and can be ordered, received, counted, and wasted/spoiled.

Downloaded ingredients/recipes cannot be edited by the user/site. Users can adjust the # of servings. Site users cannot change recipes and/or ingredients other than the portions needed for production.

Manual entry of nutrition data. Allow district users to add nutrition received from manufacturer specifications and labels. Ability to print detailed menu formatted reports showing each menu items nutrient contents, i.e. carbohydrates, fat, calories, etc. not just total nutrients for the day. Meal pattern contribution worksheet.

Ability to scan and attach documents such as nutrition facts and photos to recipes. Ability to sort recipes into customizable categories. Must provide the ability to create and track an unlimited number of HACCP control measures. Ability to customize the way a recipe appears on menus and menu board without changing the database name of that item. Ability to add ingredient to each step of a recipe.

Step by step instructions must be fully customizable in a rich text/WYSIWYG editor. Rich text/WYSIWYG editor must include custom text including font options, colors, bold, italics, underlines, bullet points, indenting, pictures, tables, alignment and an undo button. Rich text/WYSIWYG customizations must print out when the recipe is printed to PDF.

Ability to drag and drop to change the order of recipe steps. Must include a text box to add notes to a recipe. Ability to print recipe that automatically scale to a user entered yield.

Ability to print recipes to scale to include the smallest prepared quantity. Recipe must automatically display the allergen information entered on its ingredients. Ex: If a bread ingredient contains wheat, the recipe should automatically display a wheat allergen based on that bread ingredient.

A recipe's nutrients must automatically calculate based on the ingredients added to that recipe. Ability to track multiple serving sizes on each recipe. System should automatically recalculate nutrients based on the weight or volume of that serving size. System must automatically convert measurements seamlessly between multiple measurements (pounds to ounces) and back and forth between metric and standard measuring systems (grams to ounces). Ability to handle recipes entered at any scale. Ex: system can support a recipe for 100 sandwiches or a recipe for 1 sandwich.

75.1 Online Menus - Online menus must be accessible without a login. Ability to embed the online menu on a 3rd party website. Online menu should include all nutritional information, allergens and recipe pictures uploaded during menu planning. Must not require information to be re-entered. Online menus must automatically reflect any changes make to items, ingredients or recipes. On hover, menus must display the picture of each item. Online menu must be filterable by allergens.

75.2 Food Production - System must by USDA approved software for Menu Planning and Nutritional Analysis. Ability to create and track multiple Nutrient Standards. Ability to copy menu plans. Provide a month calendar view of menu plans that show day by day compliance and week by week compliance on the same screen. Provide a daily worksheet that analyzes the offered menu and ability to print within certain date ranges. Ability to duplicate ingredients and recipes & ability to make changes to those. Activate and deactivate ingredients and recipes.

Production Records.

Production record approved by NC DPI. Print production records based on local and state guidelines. Production records must pull automatically from the menu plan assigned to that day. Ability to print a production worksheet. Hide or display ingredients of recipe. Record target temperature, time of withdrawal of item from heating or cooling source, temperature at withdrawal, and holding temperature of serving line and leftover/discard temperature. Automatically return finished goods to stock or spoil finished goods after posting usage. Left-over management. Allow site managers to add leftovers to the menu. Allow adjustment of preparation requirements based on leftovers available. Allow site managers to choose between waste, freeze (with use by date), refrigerate (with use by date) and use next day (with use by date).

Financial.

Mirror LEA's financial software. State FC1-A report set up, view and print. Statistical report that includes labor hours, supplemental sales, meal counts, plate cost.

Accountability.

Complies with current USDA and state meal regulations. Support North Carolina reporting. Government reporting for claims. Must include a fully integrated accounting module including a General Ledger, Accounts Payable and Accounts Receivable. Allow district to create and maintain a list of customers. Allow districts to create and track customer documents. Allow districts to create customer invoices. Ability for districts to accept and track customer payments. Direct integration between accounts payable module and inventory module by connecting received items to vendor bills. Ability to track vendor bills and track payments. Generate USDA Edit check report based on daily attendance. Generate USDA approved reimbursement report. Support Community Eligibility. Reports are displayed on screen with the option to save, print, or export the report. Bank deposit reconciliation. Shows bank deposit discrepancies

Purchasing.

Must provide vendor integration for placing orders. If a school or district creates an order in the system for a vendor that supports digital integration, the system must automatically send the order to the vendor. Must provide smart logic that submits electronic orders when possible, then moves onto email orders and finally creates a PDF order form if the other two methods are not available. Ability to block items from appearing at specific sites. Ability to block sites from ordering specific items. Summarize orders for multiple sites for drop ship by vendor. Ability to generate an official purchase order through the LEA's financial software.

Inventory.

Supports a perpetual inventory model. On hand quantities should be listed on every ingredient, item and recipe without manually running reports for that item. Must include totals per location, amount on order, deficits and totals. Ability to conduct physical counts. Ability to create and track custom physical count types. Provide a smart count feature that shows a consolidated list of only the items that are currently in inventory. Support blind inventory counts. Must not require users to enter a zero when no inventory is present for that item. Ability to do counts at any time at any location. Ability to enter manual item adjustments. Ability to create and track custom manual adjustments such as food spoilage or daily usage with reasons. Ability to create item adjustments based on item tags for faster report building.

Ability to create, build and customize shopping lists. For example: Build a shopping list of all required paper products so those items don't have to be added one at a time. Ability to create custom storage locations. Ability to assign multiple storage locations per school site. Identify food and non-food items and their storage locations. Identify purchased and commodity items. Ability to view all active orders across the district on one screen. Ability to require district level approval when ordering specific items. Ability to require approval on any order for a specific school or district wide. Ability to create a safety stock "par" requirement for any item.

Ability to generate orders by any of these factors: category (item tag), vendor, user defined shopping list, safety stock "par", back orders or production records. Ability to automatically generate orders and required quantities by analyzing planned production records and current inventory. One order can include items from multiple vendors that will be delivered across multiple days. Ability to create, customize and track an unlimited number of vendors.

When receiving items, ability to add additional items, change quantities, set a storage location, change the cost, create an order reference number, add notes to the item receipt. Ability to receive items manually or update receiving. Allow sites the option to receive all items or to enter changes for items not received.

Allow sites to transfer product between each other and report to track the product. Must be able to post receipt of items with and without a bill. Must support an optional barcode scanner.

Student Management.

Provide automated imports of student data and pictures from Infinite Campus, the district's Student Information System. System must have a smart search to be able to lookup accounts within one window. For example: John Doe ID 1000 can be searched by do, j, jo, 1000, etc. Provide student search by student address, city, state, zip, head of household, phone, date of birth, student tag, enrollment status, school and grade from one screen.

Ability to attach files directly to a student record. Files attached to students must follow them year to year, school to school. Ability to make and store notes directly on a student record.

Ability to add and track an unlimited number of allergies that display to POS terminal. Ability to add and track an unlimited number of dietary & religious restrictions. Ability to add custom alert messages to any student to display at POS.

Provide the last five years of student account transactions on the student record.

Online Parent Portal.

Must be mobile responsive. Available in a free mobile app in the Google Play and App Store.

Online payments to student lunch accounts must be available for immediate use at point of sale. Student transactions at the point of sale must immediately be available to view on the Parent Portal. Provide student account balance transfers between students at no cost to the parent or district. Allow parents to link students to their account based on customizable criteria. District can choose which information parents must provide to link students to their account.

Allow parents to set up payment reminders. Allow parents to unlink students from their account. Allow parents to set up recurring payments based on any of the following criteria: Weekly, Twice a Month, Monthly or when a balance reaches a specific amount. Recurring payments can be made on one account, or spread across multiple accounts. Must not have a minimum payment amount.

No hidden cost can be passed to the district. All included transaction costs are visible on the Parent Portal.

Digital Accessibility.

Vendor must ensure compliance with Title II of the Americans with Disabilities Act for the duration of the contract.

Available Date.

System must be ready to "Go Live" no later than August 1, 2026 to ensure modules are up and running by the start of the 2026-2027 school year.

USDA Federal Regulations Required for CN Bids

This section contains the list of required USDA Federal regulations for formal procurement methods. Responding Vendors are responsible for understanding all federal regulations required in formal child nutrition procurement methods and must acknowledge and certify agreement with all by signing the Agreement Form as part of this solicitation packet.

Breach of Contract Terms, Sanctions and Penalties

Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Provisions regarding Proposer default are included in the Contract Terms and Conditions. Any Contract award will be subject to such Contract Terms and Conditions, as well as the Contract entered between the contracting entity and Proposer which must be consistent with and protect the contracting entity at least to the same extent as the Contract Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to the administrative, contractual, legal remedies for violation or breach of the Agreement, and providing sanctions and penalties, which are included in the Contract Terms and Conditions.

Violation or Breach of Contract Terms: 2 CFR/Subtitle A/Chapter II/Part 200/Appendix II to Part 200 (A)

Byrd Anti-Lobbying

Instructions: To be completed and submitted Annually by 1) any child nutrition entity receiving Federal reimbursement of more than $100,000 per year and 2) potential or existing contractors/vendors as part of an original proposal, contract renewal, or extension when the contract exceeds $100,000.

Submission of this certification is a prerequisite for making or entering this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than

$10,000 and not more than

$100,000 for each such failure.

The Vendor must certify, to the best of his or her knowledge and belief, that:

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

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

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

The Vendor is required to complete the attached Lobbying Activities Disclosure Form as part of this solicitation packet pursuant to 31 U.S.C. 1352.

Byrd Anti-Lobbying: 2 CFR 200.450 and 2 CFR Part 200 Appendix II to Part 200 (I)

Civil Rights and Non-Discrimination

In accordance with federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, disability, age, or reprisal or retaliation for prior civil rights activity.

Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication to obtain program information (e.g., Braille, large print, audiotape, American Sign Language), should contact the responsible state or local agency that administers the program or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339.

To file a program discrimination complaint, a Complainant should complete a Form AD-3027,

USDA Program Discrimination Complaint Form which can be obtained online at: https from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant's name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights (ASCR) about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted 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; or

Fax: (833) 256-1665 or (202) 690-7442; or

Email:

This institution is an equal opportunity provider.

Civil Rights Assurance Statement

Assurance of Civil Rights Compliance (required for all procurement events, regardless of value) The Vendor hereby agrees that it will comply with:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.).

Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.).

Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794).

Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.).

Title II and Title III of the Americans with Disabilities Act (ADA) of 1990 as amended by the ADA Amendment Act of 2008 (42 U.S.C. 12131-12189).

Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency." (August 11, 2000).

All provisions required by the implementing regulations of the Department of Agriculture (USDA) (7 CFR Part 15 et seq.).

Department of Justice Enforcement Guidelines (28 CFR Parts 35, 42 and 50.3).

Food and Nutrition Service (FNS) directives and guidelines to the effect that, no person shall, on the grounds of race, color, national origin, sex, age, or disability, or reprisal or retaliation for prior civil rights activity be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any program or activity for which the Program applicant receives Federal financial assistance from USDA; and hereby gives assurance that it will immediately take measures necessary to effectuate this Agreement.

The USDA non-discrimination statement that 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, age, or disability, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs).

This assurance is given in consideration of and for the purpose of obtaining any and all Federal financial assistance, grants, and loans of Federal funds, reimbursable expenditures, grant, or donation of Federal property and interest in property, the detail of Federal personnel, the sale and lease of, and the permission to use Federal property or interest in such property or the furnishing of services without consideration or at a nominal consideration, or at a consideration that is reduced for the purpose of assisting the recipient, or in recognition of the public interest to be served by such sale, lease, or furnishing of services to the recipient, or any improvements made with Federal financial assistance extended to the Program applicant by USDA. This includes any Federal agreement, arrangement, or purchase or rental of food service equipment or any other financial assistance extended in reliance on the representations and agreements made in this assurance.

By accepting this assurance, the Vendor agrees to compile data, maintain records, and submit records and reports as required, to permit effective enforcement of nondiscrimination laws and permit authorized USDA personnel during hours of program operation to review and copy such records, books, and accounts, access such facilities and interview such personnel as needed to ascertain compliance with the nondiscrimination laws. If there are any violations of this assurance, the Department of Agriculture, FNS, shall have the right to seek judicial enforcement of this assurance. This assurance is binding on the State agency, its successors, transferees and assignees as long as it receives assistance or retains possession of any assistance from USDA. The person or persons whose signatures appear below are authorized to sign this assurance on behalf of the State agency.

Title VI 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 113-1, Civil Rights Compliance and Enforcement - Nutrition Program Activities: Applicable to contracts using Federal funds - Prohibits the discrimination to all eligible program participants on a basis of race, color, national origin, sex, age, or disability, or reprisal or retaliation for prior civil rights activity.

Civil Rights and Non-Discrimination: https

Clean Air Act and Water Pollution Control Act

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

The responding Vendor agrees as follows:

To comply with all the requirements of the Clean Air Act and Federal Water Pollution Control Act respectively, relating to inspection, monitoring, entry, reports and information as well as other requirements specified in the Air Act and the Water Act, respectively, and all regulations and guidelines issued there under before the award of this contract.

That no portion of the work required by this prime contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of such facility or facilities from such listing.

To use his/her best efforts to comply with clean air standards and clean water standards at the facilities in which the contract is being carried out.

To insert the substance of the provisions of this clause in any nonexempt subcontract, including this paragraph.

The Terms in this clause have the following meanings:

The term "Air Act" means the Clean Air Act, as (42 U.S.C. 7401-7671q).

The term "Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387).

The term "Clean Air Standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738, an applicable implementation plan as described in the Clean Air Act, an approved implementation procedure or plan under the Air Act.

The term "Clean Air Standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is promulgated pursuant to the Water Act or contained in a permit issued to a discharge by the Environmental Protection Agency or by a State under an approved program, as authorized by the Water Act or by local government to ensure compliance with pretreatment regulations as required.

The term "Compliance" means compliance with clean air or water standards. Compliance shall also mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency or an Air or Water Pollution Control Agency in accordance with the requirements of the Air Act or Water Act and regulations issued pursuant thereto.

The term "facility" means any building, plant, installation, structure, mine, vessel, or other floating craft, location, or sites of operations, owned, leased, or supervised by responding Vendor.

Clean Air and Water Act: 2 CFR/Subtitle A/Chapter II/Part 200/Appendix II to Part 200 (G)

Competition

All procurement transactions under the Federal award must be conducted in a manner that provides full and open competition and is consistent with the standards of this section and 200.320.

To ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids must be excluded from competing on those procurements.

Examples of situations that may restrict competition include, but are not limited to:

Placing unreasonable requirements on firms for them to qualify to do business.

Requiring unnecessary experience and excessive bonding.

Noncompetitive pricing practices between firms or between affiliated companies.

Noncompetitive contracts to consultants that are on retainer contracts.

Organizational conflicts of interest.

Specifying only a "brand name" product instead of allowing "an equal" product to be offered and describing the performance or other relevant requirements of the procurement; and

Any arbitrary action in the procurement process.

The recipient or subrecipient must have written procedures for procurement transactions. These procedures must ensure that all solicitations:

Are made in accordance with 200.319(b).

Incorporate a clear and accurate description of the technical requirements for the property, equipment, or service being procured. The description may include a statement of the qualitative nature of the property, equipment, or service to be procured. When necessary, the description must provide minimum essential characteristics and standards to which the property, equipment, or service must conform. Detailed product specifications should be avoided if possible. When it is impractical or uneconomical to clearly and accurately describe the technical requirements, a "brand name or equivalent" description of features may be used to provide procurement requirements. The specific features of the named brand must be clearly stated; and

Identify any additional requirements which the offerors must fulfill and all other factors that will be used in evaluating bids or proposals.

The recipient or subrecipient must ensure that all pre-qualified lists of persons, firms, or products used in procurement transactions are current and include enough qualified sources to ensure maximum open competition. When establishing or amending prequalified lists, the recipient or subrecipient must consider objective factors that evaluate price and cost to maximize competition. The recipient or subrecipient must not preclude potential bidders from qualifying during the solicitation period.

To the extent consistent with established practices and legal requirements applicable to the recipient or subrecipient, this subpart does not prohibit recipients or subrecipients from developing written procedures for procurement transactions that incorporate a scoring mechanism that rewards bidders that commit to specific numbers and types of U.S. jobs, minimum compensation, benefits, on-the-job-training for employees making work products or providing services on a contract, and other worker protections. This subpart also does not prohibit recipients and subrecipients from making inquiries of bidders about these subjects and assessing the responses. Any scoring mechanism must be consistent with the U.S. Constitution, applicable Federal statutes and regulations, and the terms and conditions of the Federal award.

Noncompetitive procurements can only be awarded in accordance with 200.320(c). Competition: https:/.

Conflict of Interest

Each USDA awarding agency must establish conflict of interest policies for its Federal financial assistance actions. Each USDA awarding agency employee must comply with the requirements set forth at , as well as where applicable, when the USDA employee takes any action related to Federal financial assistance.

Recipients must disclose in writing any potential conflicts of interest to the USDA awarding agency or pass-through entity.

Recipients must maintain written standards of conduct covering conflicts of interest and governing the performance of their employees in the selection, award and administration of Federal awards. No employee, officer or agent may participate in the selection, award, or administration of a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a Federal award. The recipient may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the recipient.