Student Nutrition Integrated Pest Management Program (IPM)

ATTACHMENT B: THE CHARLOTTE MECKLENBURG BOARD OF EDUCATION GENERAL TERMS & CONDITIONS
THE CHARLOTTE-MECKLENBURG BOARD OF EDUCATION
STANDARD TERMS AND CONDITIONS
1. ACCEPTANCE: Seller's acknowledgment of the terms of this purchase order (this "Order"), without timely express written objection, or Seller's shipment or
performance of any part of this Order, constitutes an agreement to (i) all terms and conditions set forth or referenced herein and on the face of this Order, (ii) on
any attachments hereto, (iii) any applicable solicitation documentation related to this Order (including without limitation any request for proposals or invitation for
bids or Seller's response thereto) that deal with the same subject matter as this Order, and (iv) any other terms and conditions of a written agreement signed by
Seller and The Charlotte-Mecklenburg Board of Education ("CMBE") that deals with the same subject matter as this Order (collectively, the "Contract Documents").
The terms and provisions set forth in the Contract Documents shall constitute the entire agreement between Seller and CMBE with respect to the purchase by
CMBE of the (i) goods ("Goods") and/or (ii) services provided or work performed ("Services") as described in the Contract Documents. The agreements set forth in
the Contract Documents are sometimes referred to herein as the "Contract." In the event of any conflict between any terms and conditions of the Contract
Documents, the terms and conditions most favorable to CMBE shall control. This Order constitutes an offer by CMBE and expressly limits acceptance to the terms
and conditions stated herein. No additional or supplemental provision or provisions in variance herewith that may appear in Seller's quotation, acknowledgment,
invoice, or in any other communication from Seller to CMBE shall be deemed accepted by or binding on CMBE. CMBE hereby expressly rejects all such provisions
which supplement, modify or otherwise vary from the terms of the Contract Documents, and such provisions are superseded by the terms and conditions stated in
the Contract Documents, unless and until CMBE's authorized representatives expressly assent, in writing, to such provisions. Stenographic and clerical errors and
omissions by CMBE are subject to correction.
2. QUANTITIES: Shipments must equal exact amounts ordered unless otherwise agreed in writing by CMBE. The award of a term contract neither implies nor
guarantees any minimum or maximum purchases.
3. PRICES: If Seller's price or the regular market price of any of the Goods or Services covered hereunder is lower than the price stated in the Contract Documents
on the date of shipment of such Goods or Services, Seller agrees to give CMBE the benefit of such lower price on any such Goods or Services. In no event shall
Seller's price be higher than the price last quoted or last charged to CMBE unless otherwise agreed in writing. No charges for transportation, boxing, crating, etc.
are allowable unless such charges are included in the Contract Documents.
4. INVOICES: It is understood and agreed that orders will be shipped at the established Contract prices in effect on dates orders are placed. Invoicing at variance
with this provision may subject the Contract to cancellation. Applicable North Carolina sales tax shall be invoiced as a separate item. Invoices shall be sent to
CMBE's accounts payable department with a copy to the CMBE Project Coordinator.
5. FREIGHT ON BOARD: All shipments of Goods are FOB destination unless otherwise stated in the Contract Documents.
6. TAXES: Applicable taxes shall be invoiced as a separate item.
7. PAYMENT TERMS: Payment terms are Net 30 days after receipt of correct invoice or acceptance of Goods or Services, whichever is later.
8. CONDITION AND PACKAGING: Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item
offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or
shipment.
9. DELAY IN SHIPMENT: Time and date of delivery are of the essence, except when delay is due to causes beyond Seller's reasonable control and without Seller's
fault or negligence.
10. RISK OF LOSS: Seller shall have the risk of loss of and damage to the Goods subject to the Contract Documents until such Goods are delivered to the destination
and accepted by CMBE or its nominee.
11. REJECTION: All Goods and Services shall be received subject to CMBE's inspection. Goods or Services that are defective in workmanship or material or otherwise
not in conformity with the requirements of the Contract Documents may be rejected and returned at Seller's expense or may be accepted at a reduced price. CMBE
may require Seller to promptly replace or correct any rejected Goods or Services and, if Seller fails to do so, CMBE may contract with a third party to replace such
Goods and Services and charge Seller the additional cost.

12. COMPLIANCE WITH ALL LAWS: Seller warrants that all performance hereunder shall be in accordance with all applicable federal, state and local laws,
regulations and orders.
13. REGISTERED SEX OFFENDERS: Contractor acknowledges that CMBE Policy ADDA, "Registered Sex Offenders," prohibits anyone registered or required to
register as a sex offender from being present on any CMBE Property for any reason, whether before, during or after school hours, or on or off of CMS
property. Contractor expressly agrees that it, and any of its employees, will comply with this policy and acknowledges that any individuals that violate this policy
are subject to removal from CMS Property by CMS and/or law enforcement officials and may also be subject to criminal prosecution. If Contractor, any of
Contractor's employees, or any of Contractor's subcontractors or employees of subcontractors will have any direct interaction with students, then Contractor or
the subcontractor must (i) on an annual basis conduct a check of the N.C. Sex Offender and Public Protection Registration Program, the N.C. Sexually Violent
Predator Registration Program and the National Sex Offender Registry for all such employees; and (ii) prohibit individuals listed on such registries from being on
CMS Property.
14. WARRANTIES: Seller warrants that all Goods and Services delivered hereunder will be free from defects in materials and workmanship and will conform strictly
to the specifications, drawings, or samples specified or furnished. This warranty shall survive any inspection, delivery, acceptance or payment by CMBE of the
Goods and Services and shall run to CMBE and any user of the Goods or Services. This express warranty is in addition to Seller's implied warranties of merchantability
and fitness for a particular purpose which shall not be disclaimed. In addition to any other rights available at law or equity, CMBE shall be entitled to all rights and
remedies provided by the Uniform Commercial Code, Chapter 25 of the North Carolina General Statutes, for breach of express warranties and implied warranties
of merchantability or fitness for a particular purpose, including but not limited to consequential and incidental damages.
15. INDEMNIFICATION: Seller shall indemnify and hold harmless CMBE, its officers, agents, employees and assigns from and against all claims, losses, costs,
damages, expenses, attorneys' fees and liability that any of them may sustain (a) arising out of Seller's failure to comply with any applicable law, ordinance,
regulation, or industry standard or (b) arising directly or indirectly out of Seller's performance or lack of performance of the terms and conditions of the Contract.
In the event that any Goods or Services sold and delivered or sold and performed under the Contract Documents shall be defective in any respect whatsoever,
Seller shall indemnify and save harmless CMBE, its officers, agents, employees and assigns from all loss or the payment of all sums of money by reason of all
accidents, injuries or damages to persons or property that shall happen or occur in connection with the use or sale of such Goods or Services and are contributed
to by said condition. In the event Seller, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of
CMBE in the performance of the Contract Documents, Seller agrees that it will indemnify and hold harmless CMBE, its officers, agents, employees and assigns, from
any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in
connection with such entry.
16. INSURANCE: Unless such insurance requirements are waived or modified by CMBE or the Charlotte-Mecklenburg Department of Insurance and Risk
Management ("DIRM"), Seller certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance
from one or more insurance companies acceptable to CMBE and authorized to do business in the State of North Carolina: Automobile - Seller shall maintain bodily
injury and property damage liability insurance covering all owned, non-owned and hired automobiles. The policy limits of such insurance shall not be less than
$1,000,000 combined single limit each person/each occurrence. Commercial General Liability - Seller shall maintain commercial general liability insurance that
shall protect Seller from claims of bodily injury or property damage which arise from performance under the Contract. This insurance shall include coverage for
contractual liability. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each occurrence/annual aggregate. Worker's
Compensation and Employers' Liability Insurance - If applicable to Seller, Seller shall meet the statutory requirements of the State of North Carolina for worker's
compensation coverage and employers' liability insurance. Seller shall also provide any other insurance or bonding specifically recommended in writing by the
DIRM or required by applicable law. Certificates of such insurance shall be furnished by Seller to CMBE and shall contain the provision that CMBE be given 30 days'
written notice of any intent to amend or terminate by either Seller or the insuring company. Failure to furnish insurance certificates or to maintain such insurance
shall be a default under the Contract and shall be grounds for immediate termination of the Contract.
17. TERMINATION FOR CONVENIENCE: In addition to all of the other rights which CMBE may have to cancel this Order, CMBE shall have the further right,
without assigning any reason therefore, to terminate any work under the Contract Documents, in whole or in part, at any time at its complete discretion by providing
10 days' notice in writing from CMBE to Seller. If the Contract is terminated by CMBE in accordance with this paragraph, Seller will be paid in an amount which
bears the same ratio to the total compensation as does the Goods or Services actually delivered or performed to the total originally contemplated in the Contract.
CMBE will not be liable to Seller for any costs for completed Goods, Goods in process or materials acquired or contracted for, if such costs were incurred prior to
the date of this Order.
18. TERMINATION FOR DEFAULT: CMBE may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract
by Seller. In addition to any other remedies available to CMBE law or equity, CMBE may procure upon such terms as CMBE shall deem appropriate, Goods or
Services substantially similar to those so terminated, in which case Seller shall be liable to CMBE for any excess costs for such similar supplies or services and any
expenses incurred in connection therewith.

19. CONTRACT FUNDING: It is understood and agreed between Seller and CMBE that CMBE's obligation under the Contract is contingent upon the availability of
appropriated funds from which payment for Contract purposes can be made. No legal liability on the part of CMBE for any payment may arise until funds are made
available to CMBE's Finance Officer and until Seller receives notice of such availability. Should such funds not be appropriated or allocated, the Contract shall
immediately be terminated. CMBE shall not be liable to Seller for damages of any kind (general, special, consequential or exemplary) as a result of such termination.
20. ACCOUNTING PROCEDURES: Seller shall comply with any accounting and fiscal management procedures prescribed by CMBE to apply to the Contract and
shall assure such fiscal control and accounting procedures as may be necessary for proper disbursement of and accounting for all project funds.
21. IMPROPER PAYMENTS: Seller shall assume all risks attendant to any improper expenditure of funds under the Contract. Seller shall refund to CMBE any
payment made pursuant to the Contract if it is subsequently determined by audit that such payment was improper under any applicable law, regulation or
procedure. Seller shall make such refunds within 30 days after CMBE notifies Seller in writing that a payment has been determined to be improper.
22. CONTRACT TRANSFER: Seller shall not assign, subcontract or otherwise transfer any interest in the Contract without the prior written approval of CMBE.
23. CONTRACT PERSONNEL: Seller agrees that it has, or will secure at its own expense, all personnel required to perform the services set forth in the Contract.
24. KEY PERSONNEL: Seller shall not substitute for key personnel (defined as those individuals identified by name or title in the Contract Documents or in written
communication from Seller) assigned to the performance of the Contract without prior written approval from CMBE Project Coordinator (the individual at CMBE
responsible for administering the Contract).
25. CONTRACT MODIFICATIONS: The Contract may be amended only by written amendment duly executed by both CMBE and Seller. However, minor
modifications may be made by CMBE Project Coordinator to take advantage of unforeseen opportunities that: (a) do not change the intent of the Contract or the
scope of Seller's performance; (b) do not increase Seller's total compensation or method of payment; and (c) either improve the overall quality of the product or
service to CMBE without increasing the cost, or reduce the total cost of the product or service without reducing the quantity or quality. All such minor modifications
to the Contract must be recorded in writing and signed by both the Project Coordinator and Seller, and placed on file with the Contract. No price adjustments will
be made unless the procedure has been included in the Contract and a maximum allowable amount stipulated.
26. RELATIONSHIP OF PARTIES: Seller is an independent contractor and not an employee of CMBE. The conduct and control of the work will lie solely with
Seller. The Contract shall not be construed as establishing a joint venture, partnership or any principal-agent relationship for any purpose between Seller and CMBE.
Employees of Seller shall remain subject to the exclusive control and supervision of Seller, which is solely responsible for their compensation.
27. ADVERTISEMENT: The Contract will not be used in connection with any advertising by Seller without prior written approval by CMBE.
28. NONDISCRIMINATION: During the performance of the Contract, Seller shall not discriminate against or deny the Contract's benefits to any person on the
basis of sexual orientation, national origin, race, ethnic background, color, religion, gender, age or disability. "This institution is an equal opportunity
provider." To view the complete USDA Non-Discrimination Statement visit the link
below:http://childnutrition.ncpublicschools.gov/information-resources/civil-rights/usda-non-discrimination-statement
29. CONFLICT OF INTEREST: Seller represents and warrants that no member of CMBE or any of its employees or officers who may obtain a direct benefit, personal
gain or advantage for themselves or a relative or associate as a result of the Contract, subcontract or other agreement related to the Contract is in a position to
influence or has attempted to influence the making of the Contract, has been involved in making the Contract, or will be involved in administering the Contract.
Seller shall cause this paragraph to be included in all Contracts, subcontracts and other agreements related to the Contract.
30. GRATUITIES TO CMBE: The right of Seller to proceed may be terminated by written notice if CMBE determines that Seller, its agent or another representative
offered or gave a gratuity to an official or employee of CMBE in violation of policies of CMBE.
31. KICKBACKS TO SELLER: Seller shall not permit any kickbacks or gratuities to be provided, directly or indirectly, to itself, its employees, subcontractors or
subcontractor employees for the purpose of improperly obtaining or rewarding favorable treatment in connection with a CMBE Contract or in connection with a
subcontract relating to a CMBE Contract. When Seller has grounds to believe that a violation of this clause may have occurred, Seller shall promptly report to CMBE
in writing the possible violation.
32. MONITORING AND EVALUATION: Seller shall cooperate with CMBE, or with any other person or agency as directed by CMBE, in monitoring, inspecting,
auditing or investigating activities related to the Contract. Seller shall permit CMBE to evaluate all activities conducted under the Contract. CMBE has the right at
its sole discretion to require that Seller remove any employee of Seller from CMBE property and from performing services under the Contract following provision
of notice to Seller of the reasons for CMBE's dissatisfaction with the services of Seller's employee.

33. FINANCIAL RESPONSIBILITY: Seller is financially solvent and able to perform under the Contract. If requested by CMBE, Seller agrees to provide a copy of
its latest audited annual financial statements or other financial statements as deemed acceptable by CMBE's Finance Officer. In the event of any proceedings,
voluntary or involuntary, in bankruptcy or insolvency by or against Seller, the inability of Seller to meet its debts as they become due or in the event of the
appointment, with or without Seller's consent, of an assignee for the benefit of creditors or of a receiver, then CMBE shall be entitled, at its sole option, to cancel
any unfilled part of the Contract without any liability whatsoever.
34. GOVERNMENTAL RESTRICTIONS: In the event any governmental restrictions are imposed which necessitate alteration of the material, quality,
workmanship or performance of the items offered prior to their delivery, it shall be the responsibility of the Seller to notify, in writing, the issuing purchasing office
at once, indicating the specific regulation which required such alterations. CMBE reserves the right to accept any such alterations, including any price adjustments
occasioned thereby, or to cancel the Contract.
35. INSPECTION AT SELLER'S SITE: CMBE reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective
contractor prior to Contract award, and during the Contract term as necessary for CMBE determination that such equipment/item, plant or other facilities conform
with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract.
36. CONFIDENTIAL INFORMATION: Student Information: If, during the course of Seller's performance of the Contract, Seller should obtain any information
pertaining to the students' official records, Seller agrees to keep any such information confidential and to not disclose or permit it to be disclosed, directly or
indirectly, to any person or entity. The Contract shall not be construed by either party to constitute a waiver of or to in any manner diminish the provisions for
confidentiality of students' records. Additionally, pursuant to N.C.G.S. 115C-401.1, it is unlawful for a person who enters into a contract with a local board of
education to sell personally identifiable information that is obtained from a student as a result of that person's performance under the Contract. Employee
Personnel Information: If, during the course of Seller's performance of the Contract, Seller should obtain any information pertaining to employees of CMBE's
personnel records, Seller agrees to keep any such information confidential and to not disclose or permit it to be disclosed, directly or indirectly, to any person or
entity. Other Confidential Information: (a) Seller agrees that it will at all times hold in confidence for CMBE all designs, know-how, techniques, devices, drawings,
specifications, patterns, technical information, documents, business plans, item requirements, forecasts and similar data, oral, written or otherwise, conveyed by
CMBE to Seller in connection herewith or procured, developed, produced, manufactured or fabricated by Seller in connection herewith or procured, developed,
produced, manufactured or fabricated by Seller in connection with Seller's performance hereunder (collectively, "Information"). Seller shall exercise the same
degree of care to prevent disclosure of any Information to others as it takes to preserve and safeguard its own proprietary information, but in any event, no less
than a reasonable degree of care. Seller shall not, without the prior written consent of CMBE, reproduce any Information; nor disclose Information to any party;
nor use any Information for any purpose other than performance for the benefit of Seller hereunder. (b) Any technical knowledge or information of Seller which
Seller shall have disclosed or may hereafter disclose to CMBE in connection with the Goods or other performance covered by the Contract shall not, unless otherwise
specifically agreed upon in writing by CMBE, be deemed to be confidential or proprietary information and shall be acquired by CMBE free from any restrictions as
part of the consideration of the Contract.
37. INTELLECTUAL PROPERTY: Seller agrees, at its own expense, to indemnify, defend and save CMBE harmless from all liability, loss or expense, including costs
of settlement and attorney's fees, resulting from any claim that CMBE's use, possession or sale of the Goods or Services infringes any copyright, patent or trademark
or is a misappropriation of any trade secret.
38. NO PRE-JUDGMENT OR POST-JUDGMENT INTEREST: In the event of any action by Seller for breach of contract in connection with the Contract, any
amount awarded shall not bear interest either before or after any judgment, and Seller specifically waives any claim for interest.
39. BACKGROUND CHECKS: At the request of CMBE's Project Coordinator, Seller (if an individual) or any individual employees of Seller shall submit to CMBE
criminal background check and drug testing procedures.
40. MEDIATION: If a dispute arises out of or relates to the Contract, or the breach of the Contract, and if the dispute cannot be settled through negotiation, the
parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules
before resorting to litigation.
41. NO THIRD-PARTY BENEFITS: The Contract shall not be considered by Seller to create any benefits on behalf of any third party. Seller shall include in all
contracts, subcontracts or other agreements relating to the Contract an acknowledgment by the contracting parties that the Contract creates no third party benefits.
42. FORCE MAJEURE: If CMBE is unable to perform its obligations or to accept the services or goods because of Force Majeure (as hereinafter defined), the time
for such performance by CMBE or acceptance of services will be equitably adjusted by allowing additional time for performance or acceptance of services equal to
any periods of Force Majeure. "Force Majeure" shall mean any delays caused by acts of God, riot, war, terrorism, inclement weather, labor strikes, material
shortages and other causes beyond the reasonable control of CMBE.

43. OWNERSHIP OF DOCUMENTS: All documents created pursuant to the Contract shall, unless expressly provided otherwise in writing, be owned by CMBE.
Upon the termination or expiration of the Contract, any and all finished or unfinished documents and other materials produced by Seller pursuant to the Contract
shall, at the request of CMBE, be turned over to CMBE. Any technical knowledge or information of Seller which Seller shall have disclosed or may hereafter disclose
to CMBE shall not, unless otherwise specifically agreed upon in writing by CMBE, be deemed to be confidential or proprietary information and shall be acquired by
CMBE free from any restrictions as part of the consideration of the Contract.
44. STRICT COMPLIANCE: CMBE may at any time insist upon strict compliance with these terms and conditions notwithstanding any previous course of dealing
or course of performance between the parties to the contrary.
45. GENERAL PROVISIONS: CMBE's remedies as set forth herein are not exclusive. Any delay or omission in exercising any right hereunder, or any waiver of any
single breach or default hereunder, shall not be deemed to be a waiver of such right or of any other right, breach, or default. If action be instituted by Seller
hereunder, CMBE shall be entitled to recover costs and reasonable attorney's fees. Seller may not assign, pledge, or in any manner encumber Seller's rights under
this Order or delegate the performance of any of its obligations hereunder, without CMBE's prior, express written consent.
46. CONTRACT SITUS: All matters, whether sounding in contract or tort relating to the validity, construction, interpretation and enforcement of the Contract, will
be determined in Mecklenburg County, North Carolina. North Carolina law will govern the interpretation and construction of the Contract.