Avon Grove, Avon Grove Charter, Chester County Intermediate Unit, Coatesville Area, Oxford Area, and Unionville-Chadds Ford School Districts Considerations for Agreement: MILK PRODUCTS and BEVERAGES Please return completed documents in person or via US Postal Mail to: Elizabeth H Julian Avon Grove School District 375 S. Jennersville Road, West Grove, PA 19390 OR Electronically at: [email protected] DUE DATE: May 12, 2021 at 10:00 am GENERAL CONDITIONS of the CONTRACT 1. APPLICABILITY OF THE GENERAL CONDITIONS OF THE CONTRACT These General Conditions of the Contract shall apply and be binding upon Avon Grove School District, Avon Grove Charter, Chester County Intermediate Unit, Coatesville Area School District, Oxford Areas School District and Unionville-Chadds Ford School District (“the districts”) and Contractor award the Contract for the Products upon execution of the contract Form by each party. All capitalized terms not defined in these General Conditions of the Contract shall have the same meaning set forth in the Instructions to Bidders. These General Conditions of the Contract are a standardized listing of items generally applicable to Contracts for the procurement of Products. 2. FAMILIARITY WITH PRODUCTS The Contract is entered into by “the districts” with the understanding that Contractor, prior to submission of the Bid, acquainted itself with the requirements of all Bid Documents and that it has obtained all necessary information for supplying the Products required by the Contract. The Contractor shall not at any time after the execution of the Contract set up any claims whatsoever based upon insufficient data or incorrectly assumed conditions, nor shall Contractor claim any misunderstanding in regard to the nature, conditions or character of the services or work to be performed or Products to be supplied under the Contract. In the event that Contractor’s negligence or willful misconduct causes a change in the conditions during the progress of the work, Contractor shall assume all risk resulting from the changes. 3. INSURANCE Contractor agrees to maintain the following levels of insurance(s), with companies which are authorized to do business under the laws of the Commonwealth of Pennsylvania: General Liability Insurance Bodily Injury and Property Damage $1,000,000 Per Occurrence Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations Aggregate Automobile Liability Insurance Bodily Injury and Property Damage -$1,000,000 Combined Single Limit - 1 - Workers Compensation and Employer's Liability Insurance $1,000,000 per accident, bodily injury by accident $1,000,000 each person, bodily injury by disease $1,000,000 policy limit, bodily injury by disease Contractor shall provide to “the districts” a certificate issued by Contractor's insurer evidencing the required coverage at the effective date of our agreement and no later than thirty (30) days after policy renewal or when requested by “the districts”. The Contractor waives claims against “the districts” for consequential and/or incidental damages arising out of or relating to the Contract. The Contractor will be responsible for any damage to property caused by the Contractor or his agents. The Contractor further covenants and agrees to assume and does hereby assume all liability for, and shall and does agree to, indemnify and save harmless “the districts”, against any and all loss, cost, suits, claims, charges or damages arising from the negligence or willful misconduct of Contractor, including costs, counsel fees, and all expenses of defense. 4. FEES, PERMITS AND CERTIFICATIONS The Contractor shall pay for, secure and provide all necessary and required local, state and federal fees, permits and certificates. 5. TAXES The Districts are exempt from state sales tax and federal excise taxes. State Sales and Use Tax Certificate of Exemption forms will be issued upon request. Deliveries against this Contract must be free of excise or transportation taxes, except when such a tax is part of a price and “the district” is not exempt from such levies. 6. TIME PERIOD FOR DELIVERIES AND PRODUCT CONDITION Product shall be made available for delivery on each day of the week, Monday through Friday. Deliveries shall be made prior to 9:00 a.m. daily or as required by the individual district. Contractor shall make inside deliveries of dairy products and place them in Refrigerated coolers or lowerators and the remaining milk shall be stacked in refrigerated storage at each location. Location of delivery for milk/juice products is indicated for each location on the attached sheets- Addendum A. The vendor shall utilize properly insulated, mechanical, or thermostatic temperature control refrigeration equipment. Such equipment must be capable of maintaining proper temperature in order to protect the product. The expiration date on milk must have at least a 7 day shelf life code at the time of delivery. Milk must be delivered at or below 41°. “The districts” reserve the right to return without charge or to reject at the time of delivery any merchandise received in damaged or unwholesome condition. Such as crushed, broken, leaking or unclean containers or crates. Delivery crates shall be clean, sturdy, and sanitized on a daily basis. There shall be no deposit fee on delivery crates. All dairy product plastic bottles and cartons shall be in leak-proof and dirt free condition upon delivery. Bottles or cartons that are damaged, partially filled, or have an expired date code will not be accepted. - 2 - Half-pint plastic bottles or cartons are to be shipped in crates that hold a maximum of 50-52 such bottles or cartons. 7. PRODUCT SPECIFICATION The specifications are for a low fat white, with a 1 percent butterfat; and for skim, non fat chocolate and non fat strawberry milk. All milk shall be pasteurized, homogenized, and enriched with Vitamin D. Milk must be pasteurized and comply with FDA grade A standards. Milk and dairy products must meet all local and state requirements governing the quality of all products supplied. All products shall be grown and processed in the United States of America. All milk products will be free of all growth hormones and all dairies must provide proof written statement that all milk products are hormone free. No reconstituted milk shall be an ingredient in any milk product. Juice products shall be 100 percent pure juice. Drink products shall be 10-20 percent pure juice. Contractor shall also provide product information sheets indicating the ingredients and nutritional content of vitamin A, C, iron, calcium, sodium, carbohydrate, saturated fat, total fat, calories for every product contained in this bid. Plastic bottles with twist off top are preferred however leak proof cartons are acceptable. Bid prices for milk shall be determined in conjunction with the legally established prices for Chester County, Pennsylvania as of the bid opening date. In as much as this bid is for the 2021-2022 school year, increases or decreases in such prices during that period shall only change proportionately in accordance with newly approved prices. The successful bidder(s) shall provide written notice to the Avon Grove, Avon Grove Charter, Chester County Intermediate Unit, Coatesville Area, Oxford Area, and Unionville-Chadds Ford School Districts of any such price changes. Vendor agrees to supply the ingredient label and nutritional analysis for every product quoted with bid documents or before bid analysis. 8. PAYMENT Separate invoices shall be prepared to indicate each delivery and will be signed by an authorized representative of the participating school. Contractor shall be entitled to invoice each school district for all Products delivered to the school district at the designated unit price provided that all Products for which payment has been requested have been furnished in accordance with the Contract and Contractor is in full compliance with all requirements of the Contract. The school district shall pay the Contractor for all such Products on a monthly basis. Each school district is exempt from the payment of any Federal, State, Local or Transportation taxes and sales tax. Exemption certificates will be signed on request. The price submitted must be net exclusive of taxes 9. WARRANTY All goods and services furnished by the Contractor, relating to and pursuant to this Bid will be warranted to meet or exceed the specifications contained herein. In the event of breach, the Contractor will take all reasonable action, at Contractor’s expense, to correct such breach in the most expeditious manner possible. - 3 - 10. ASSIGNING OF CONTRACT The Contractor shall not sell, transfer, assign, subcontract, or otherwise dispose of the Contract, or any portion thereof, or of its right, title, or interest therein without the written consent of “the districts”. This Contract may be assigned to a wholly-owned subsidiary of Contractor, provided the Contractor guarantees the subsidiary’s performance. 11. TERMINATION OF CONTRACT Upon thirty (30) days written notice to Contractor, “the districts” may with cause and without prejudice to any other right or remedy, elect to terminate the Contract. Upon receipt of written notice from “the districts” of such termination, Contractor shall cease operations as directed by “the districts” in the notice; take actions necessary, or as “the districts” may direct, for the protection and preservation of the Products; and except for Products directed to be delivered or performed prior to the effective date of termination stated