CLOVIS UNIFIED SCHOOL DISTRICT

BID PACKAGE FOR BID NUMBER 2884

Campus Catering: Milk & Dairy

Eimear O’Brien Ed.D. District Superintendent

Clovis Unified School District 1450 Herndon Avenue Clovis, California 93611 (559) 327-9482

CLOVIS UNIFIED SCHOOL DISTRICT

BIDDING PACKAGE TABLE OF CONTENTS

DESCRIPTION

Notice To Bidder

Instructions To Bidders

Bid Proposal Form

Cost Analysis Form(s) if applicable

Noncollusion Affidavit

Special Conditions

Milk & Dairy Item Specifications

Delivery Schedule

Delivery Address List

Document Check-Off List/Attachments

Sample Contracts

Addenda

CLOVIS UNIFIED SCHOOL DISTRICT

NOTICE TO BIDDERS

The Board of Trustees of the Clovis Unified School District of Fresno County, California invites and will receive sealed proposals for BID NO. 2884 for the award of Campus Catering: Milk & Dairy on or before 2:00 pm, on May 09, 2022 in the Purchasing Department of Clovis Unified School District, 1450 Herndon Avenue, Clovis, California 93611-0599 after which time and place the bids will be opened and read in public.

Bids shall be made on forms prepared by the Clovis Unified School District. Bid forms, specifications and further information may be obtained from Tami Garcia, Buyer I, in the Purchasing Department, phone (559) 327-9477.

The District reserves the right to accept or reject any or all proposals, or any combination of proposals, and to waive any irregularities or informalities which may be legally waived.

Published:	Dates: (1) April 14, 2022 (2) April 21, 2022

CLOVIS UNIFIED SCHOOL DISTRICT

Michael Johnston

Associate Superintendent of Administrative Services

INSTRUCTIONS TO BIDDERS

Specifications and/or Drawings are available at:

CLOVIS UNIFIED SCHOOL DISTRICT Purchasing Department 1450 Herndon Avenue Clovis, CA 936l1 ATTN: Tracy Ogle Phone (559) 327-9482

Bid Proposal:

No bid proposals shall receive consideration by the Clovis Unified School District for Bid #2884 unless made in accordance with the following instructions:

1.	Deadline For Receipt of Proposals. Bid proposals must be sealed and filed with the Purchasing Department located at 1450 Herndon Avenue, Clovis, CA 93611, on or before 2:00 p.m. on May 09, 2022. All bids must be received on or prior to that date and time, after which bids will be opened and read in public. The District suggests that bids be hand delivered in order to insure their timely receipt.

2. Requests for Information.	Any questions relative to the bid should be directed to the District Superintendent or designee at the address specified for receipt of bid proposals.

3. Bid Proposal Forms. Bid proposals must be made on a form obtained from the District. All items on the form should be filled out. Numbers should be stated in figures, and the signatures of all individuals must be in longhand. The completed form should be without interlineations, alterations, or erasures.

4. Noncollusion Affidavit.	Each bidder must return a fully executed noncollusion affidavit, as required by Public Contract Code section 7106, with the completed bid proposal.     The noncollusion affidavit is included in this bidding package.

5. Clarification's. Questions regarding documents, discrepancies, omissions or doubt as to meanings will be clarified by the District Superintendent or designee.

6. Execution of Forms. Each bid must give the full business address of the bidder and must be signed by the bidder with his or her usual signature. Bids by partnerships must furnish the full names of all partners and must be signed in the partnership name by a general partner with authority to bind the partnership in such matters. Bids by corporations must be signed with the legal

Continued                                                                          INSTRUCTIONS TO BIDDERS PAGE 2

name of the corporation, followed by the signature and designation of the president, secretary, or other person authorized to bind the corporation in this matter. The name of each person signing shall also be typed or printed below the signature. When requested by the District, satisfactory evidence of the authority of the officer signing on behalf of the corporation shall be furnished. A bidder's failure to properly sign required forms may result in rejection of the bid.

7. Withdrawal of Bid Proposals.	Bid proposals may be withdrawn by the bidders prior to the time fixed for the opening of bids, but may not be withdrawn for a period of Forty Five (45) days after the opening of bids. A successful bidder shall not be relieved of the bid submitted without the District's consent or bidder's recourse to Public Contract Code Section 5100 et. seq.

8. Addenda or Bulletins. Any addenda or bulletins issued during the time of bidding shall form a part of the drawings and specifications issued to bidders for the preparation of their proposals and shall constitute a part of the contract documents.

9. Award of Contract. The District reserves the right to reject any and all bid proposals, to contract work with whomever and in whatever manner the District decides, to abandon the work entirely and to waive any informality or non-substantive irregularity as the interest of the District may require.	The District reserves the right to award this bid by line item or in total which ever may be in the best interest of the District.

10. Rejection of Bids. The District reserves the right to accept or reject any and all bids, or any portion or combination thereof, or award on the basis of the total bid.

11. Execution of Contract. The successful bidder shall, within fourteen (14) calendar days of notice of award of the contract, sign and deliver to the District the executed contract. In the event the bidder to whom an award is made fails or refuses to execute the contract within fourteen (14) calendar days from the date of receiving notification that the contract has been awarded to the bidder, the District may declare the bidder's bid deposit or bond forfeited as damages caused by the failure of the bidder to enter into the contract, and may award the work to the next lowest responsible bidder, or may reject all bids and call for new bids.

12. Drawings and Specifications. Each bidder shall be required to return to the District all drawings and specifications in an unmutilated condition and without any marks or annotations. All drawings, specifications and other documents

Continued	INSTRUCTIONS TO BIDDERS PAGE 3

used or prepared during the project shall be the exclusive property of the District.

13. Evidence of Responsibility. Upon the request of the District, a bidder shall submit promptly to the District sources, the bidder's experience in the type of work being required by the District, the bidder's organization available for the performance of the contract and any other required evidence of the bidder's qualifications to perform the proposed contract. The District may consider such evidence before making its decision awarding the proposed contract. Failure to submit evidence of a bidder's responsibility to perform the proposed contract may result in rejection of the bid.

14. Taxes. Taxes shall NOT be included in the unit prices of the materials, but may be provided as part of the Cost Analysis. The District will pay only the State sales and use taxes. Federal excise taxes are not applicable to school districts.

15. Bid Exception. be stated clearly.

All exceptions which are taken in response to this bid must The taking of bid exceptions or providing false, incomplete

or unresponsive statements may result in the disqualification of the bid. Allowance of exceptions will be determined by the Board of Trustees, whose decisions shall be final. Any bid exceptions or additional conditions requested after bid closure, which are not detailed within the bid response, may result in disqualification of the bid. No oral or telephonic modification of any bid submitted will be considered and a telegraphic modification may be considered only if the postmark evidences that a confirmation of the telegram duly signed by the bidder was placed in the mail prior to the opening of the bids.

16. Discounts. Any discount which the bidder desires to provide the District must be stated clearly on the bid form itself so that the District can calculate properly the net cost of the bid proposal. Offers of discounts or additional services not delineated on the bid form will not be considered by the District in the determination of the lowest responsible bidder.

17. Prices. Bidders must quote prices F.O.B. Clovis Unified School District unless otherwise noted. Prices should be stated in the units specified and bidders should quote each item separately.

18. Quantities. The quantities shown are approximate. The District reserves the right to increase or decrease quantities as desired.

19. Samples. On request, samples of the products being bid shall be furnished to the District at no charge.

Continued	INSTRUCTIONS TO BIDDERS PAGE 4

20. Special Brand Names.	In describing any item, the identification of a particular manufacturer or special brand does not restrict bidding to that manufacturer or special brand, but is intended only to indicate the quality and type of item desired.	Bidders may furnish any material, product, thing or service of comparable quality or utility.	IF A BIDDER IS REQUESTING SUBSTITUTION OF AN EQUAL ITEM, THE BIDDER MUST CLEARLY INDICATE THE SUBSTITUTION ON THE BID PROPOSAL FORM. THE MAKE AND GRADE OF THE ARTICLE ON WHICH A BID IS SUBMITTED MUST BE STATED IN THE PROPOSAL AND ILLUSTRATIONS, CATALOG AND ALL NECESSARY INFORMATION SUBMITTED SO THAT THE DISTRICT CAN MAKE A COMPLETE EVALUATION OF THE QUALITY AND UTILITY OF THE SUBSTITUTE BRAND BID. The District encourages alternate brands to be bid. The District reserves the right to make all decisions on product and vendor selection in determining whether a substitute brand is of comparable quality or utility to the brand name specified.

21. Container Costs and Delivery. All costs for containers shall be borne by the bidder.	All products shall conform to the provisions set forth in the federal, county, state and city laws for their production, handling, processing and labeling. Packages shall be so constructed to insure safe transportation to point of delivery.

22. Bid Negotiations. A bid response to any specific item of this bid with terms such as negotiable, will negotiate or similar, will be considered as non-compliance with that specific term.

23. Indemnity. The bidder must hold harmless and fully indemnify the District, its Board of Trustees, officers, employees and agents from all damages or claims for damages, costs or expenses that may at any time arise out of the bidder's performance of, or failure to perform acts, required by the contract documents, including but not limited to infringement or use of any copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with this bid.

24. In the event of any conflict or ambiguity between these instructions and state or federal law or regulations, the latter shall prevail. Additionally, all equipment to be supplied or services to be performed under the bid proposal shall conform to all applicable requirements of local, state and federal law.

25. Substitute Security. In accordance with Section 4590 of the Government Code, the District will permit the substitution of securities for any moneys withheld by the District to insure performance under the contract. At the request and expense of the bidder, securities equivalent to the amount withheld shall be deposited with the District, or with a state or federally

Continued	INSTRUCTIONS TO BIDDERS PAGE 5

chartered bank as an escrow agent, who shall pay such moneys to the bidder upon satisfactory completion of the contract. Securities eligible for investment under this Section shall include those listed in Government Code Section 16430 or bank and savings and loan certificates of deposit. The bidder shall be the beneficial owner of any securities substituted for moneys withheld and shall receive any interest thereon.

26. If the bidder defaults, the District may procure the articles or services from other sources and may recover the loss occasioned thereby from any unpaid balance due the bidder or by proceeding against a bidder's bond, if any, or by suit against the bidder. The prices paid by the District shall be considered the prevailing market prices at the time such purchase is made.

27. Governing Law and Venue. In the event of litigation, the bid documents, specifications and related matter shall be governed by and construed in accordance with the laws of the State of California. Venue shall be with the appropriate state or federal court located in Fresno County.

28. Delivery Deadline. The equipment/materials sought by this bid proposal must be delivered in satisfactory condition to the location specified by the District in the bid proposal on or before delivery time as indicated by vendor. This time limit is of the essence of the contract. A bidder's failure to provide the equipment/materials to the District by the contract date shall subject the bidder to liquidated damages in the amount of $200.00 for each and every calendar day by which completion is delayed beyond the contract date.

29. Internet Access. It is the responsibility of all potential bidders who gain access to bid specifications through the internet, to contact the District with the Company name, address, telephone and fax number. This will ensure notification of any bid specification changes through addendum.

Submission of a bid proposal constitutes the bidder's promise to pay liquidated damages as set forth above and the bidders agreement that the actual occurrence of damages and the actual amount of damages which the District would suffer if the requirements were not completed by the contract date is impracticable and extremely difficult to fix. Damages which the District would suffer in the event of delay are dependent on many circumstances and factors but would include the loss of use of the materials, disruption of school activities, cost of administration and supervision, and the loss suffered by the public and the District by reason of delay in completion of the contract. Accordingly, bidder agrees that the amount set forth herein as liquidated

Continued	INSTRUCTIONS TO BIDDERS PAGE 6

damages shall be presumed to be the amount of damages actually sustained by the bidder's failure to complete the project by the contract date.

If the bidder becomes liable to the District for liquidated damages, the District shall, in addition to all other remedies provided by law, have the right to deduct the amount of liquidated damages owed from the contract sum or to deduct the amount of liquidated damages owed by the bidder from moneys previously retained from the bidder. If the sum deducted by the District is insufficient to discharge the bidder's liability for liquidated damages, the bidder and its sureties shall remain liable to the District until all such liabilities are fully satisfied.

30.  Participation. Bidder agrees to extend the terms of the resulting contract to other political subdivisions, municipalities and tax supported agencies.

Such participating governmental bodies shall make purchases in their own name, make payment directly to the bidder, and be liable directly to the bidder, holding Clovis Unified School District harmless.

The successful bidder will invoice each Agency separately. Invoices must show each Agency's purchase order number, and be mailed as directed by each separate Agency.

31. FUEL CONSIDERATIONS. The District shall consider requests for contract rate changes in cases where fuel costs are tracked to change dramatically. Any requests for rate changes shall be made in writing to the District and will not be unreasonably withheld. Requests to be submitted a minimum of thirty (30) days, prior to rate change date request. Similarly, requests by the District to decrease rates, based on reductions in fuel costs, shall not be unreasonably withheld.

However, the District will not consider a blanket increase of the entire rate (cost per lane-mile) being charged. Increases will only be considered against the portion of the rate that can be attributed to fuel costs. Therefore, bidders are directed to indicate the percentage of their rate that covers the fuel cost for this service and note this on the Bid Item Schedule. This can be expressed in dollars or a percentage of the rate. This information will only be used in instances where rate changes are requested by either the Contractor or the District.

CLOVIS UNIFIED SCHOOL DISTRICT BID PROPOSAL FORM
Board of Trustees

CLOVIS UNIFIED SCHOOL DISTRICT 1450 Herndon Avenue
Clovis, California 93612

RE: Bid 2884 – Campus Catering: Milk & Dairy

Dear Members of The Board of Trustees:

The undersigned, doing business under the firm name of ________ _______________________________________________________,	having	carefully examined the Notice to Bidders, the Instructions to Bidders, the Contract, the Specifications and all of the contract documents for the proposed Milk & Dairy proposes to perform the contract, including all of its component parts, and to furnish all materials and labor called for by them for the entire order, including all taxes as follows:

AMOUNT OF BID	$____________________

__________________________________________________Dollars and______/100

Delivery will be made within 5 calendar days after receipt of order.

Prices will remain firm until June 30, 2023.

SUBMITTED BY:

COMPANY

______________________________ ADDRESS

______________________________ SIGNATURE

______________________________ TITLE

______________________________ PHONE

_____ CITY/STATE/ZIP

______

PLEASE TYPE OR PRINT NAME

______ DATE

_________________________________ FAX

______________________________ EMAIL

CLOVIS UNIFIED SCHOOL DISTRICT NONCOLLUSION DECLARATION

BID 2884

Campus Catering: Milk & Dairy

State of California )

) ss. County Of Fresno	)
I,	__________________________,	being	duly	sworn,	declare	that	I	am ____________________________ of __________________________________ the party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any other bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Dated this ______day of _______, 20___ at_______________ California.

______________________________ Signature

Bid 2884

Campus Catering: Milk & Dairy

Special Conditions

1. It is the intent of the District to award this bid, in total. However, the District reserves the right to exclude individual items from award of bid.	In accordance with Section 17596 of the Education Code of the State of California, the successful bidder shall be awarded a contract effective July 1, 2022 and run through June 30, 2023. The District may, according to the State of California Education Code, option to extend the contract beyond the original contract period in one (1) year increments for up to four (4) years for a total of five (5) years. The rates shall be subject to adjustment once each year commencing with the beginning of the second year in the contract. The successful bidder must notify the District in writing of any price changes sixty (60) days prior to the contract anniversary date. The District may require justification for price increase (i.e. increased cost). The District reserves the right to reject said price changes and cancel the remaining balance of the contract, if it is in the best interest of the District.

2. Bid will be awarded to the lowest qualified bidder. Prices must be F.O.B. Clovis Unified, 7:00 am to 11:00 am, holidays and vacations excluded.

3. Deliveries to the locations must be made between the hours of 7:00 am to 11:00 am and 1:00 pm to 2:30 pm on multiple days of the week as listed on the delivery schedule unless there is a holiday or an in-service day. Deliveries may need to be made other than scheduled because of emergencies. Emergency deliveries are to be made within two hours of calling.

4. Quotes for each item must include the packing, delivery, drayage, freight costs etc. No separate charge will be accepted.

5. The Clovis Unified School District reserves the right to inspect the facilities of the bidder prior to award of contract and if representatives of the school district determine after such inspection that the bidder is not capable of performance satisfactory of the school district, their bid not be considered. All purveyor plans must be federal or state inspected.

6. The District reserves the right to add or delete items from the list of products at any time during the period of the contract. Quantities may change depending on District needs. Quantities are approximate and are based on anticipated annual usage.

7. The District reserves the right to make additions to or deletions from the list of schools to be served at any time during the period of the contract.

8. The contractor shall render invoices in duplicate for products delivered. One copy shall remain at the point of delivery to be signed by authorized personnel receiving the merchandise. One copy shall be forwarded to Clovis Unified School District, 310 N. Sunnyside, Clovis, CA 93611, Attention: Campus Catering/Accounting.	Invoices shall be submitted in a form acceptable to the District under the same firm name as shown on the contract.

9. District reserves the right to cancel immediately any awarded contract for any reason determined by the school district to be detrimental to the health and welfare of students and school personnel or that seriously affect the quality of the service. The District holds the right to hold the vendor in default if he has caused such conditions to arise.

10.The successful bidder shall insure his employees use extreme caution in the operation of any vehicles on school grounds. The successful bidder shall maintain insurance adequate to protect him from claims under Workman’s compensation Acts and from claims from damages for personal injury including death, and damage to property that may arise from operations. Copies of Worker’s Compensation Insurance and Property Damage Insurance shall be provided tothe District prior to July 1, 2022. Public Liability Insurance in the amount of not less than $1,000,000.00 for one person injured in an accident, and not less than $2,000,000.00 for more than one person injured in one accident and the maintenance of Property Damage Insurance in an amount not less than $500,000.00.

The Certificate of Insurance must state that "It is hereby agreed that Clovis Unified School District, its Employees, Board Members and Officers are hereby named as Additional Insured, but only insofar as operations performed for the additional insured by the named insured subject to form:" CG2010 (attach) RE: (job name).

11.All product prices must be shown as one price (net) and will be reflected as such on all invoices submitted for payment. No reference to specials discounts, deductions or alternate pricing which in any way are associated

with State of California’s Dry Milk Solids Surplus Contract, will be accepted on the base bid. Such discounts will be referenced as a separate item as identified herein. Vendors who incorporate said discounts as part of their base bid, will be rejected.

12.Upon approval and award of a contract, the District intends to enter into agreement with the awarded vendor and the State of California, Office of Surplus Property, for non-fat dry milk solids. Further, the District requests that firms submitting bids indicate the cost per ½ pint of products based on this program when completing the product list.

13.All milk and dairy products must meet with the specifications with the agricultural code of the State of California. They shall conform to minimum dairy foods specifications and definitions as shown in the Agricultural Code of Chapter 6, Article 1: Milk Section 560, Dairy Products Section 561. All products shall conform to the provisions set forth in the federal, state, county and city laws for their productions, handling, processing and labeling. Packages shall be so constructed as to insure safe transportation to point of delivery.

14.The successful bidder agrees to supply the named accepted product for the duration of this contract. No other brand name may be substituted or supplied without written authorization from the District.

15.Vanilla, chocolate and fruit flavorings are to comply in every respect to the specifications set forth by the US Food and Drug Act.

16.Only certified colorings shall be used which meet the requirements of the US Food and Drug Act.

17.Cartons must be coded at the time of filling to identify the permissible date of use.

18.All milk and dairy products shall be delivered in a chilled state, in clean well wrapped packaging.

19.The District reserves the right to approve acceptable cartons for delivery of items identified herein.

20. If Quoting a different “Unit Size” you must indicate on the bid matrix the “Unit Size” you are bidding.

Bid #2884 Milk & Dairy Products	Vendor Name: ________________________________________ Food Item Specifications

Item
	
Estimated Annual Usage

Unit

Description

Unit Price

Extended Price

Brand Quoted

1

700,000

1/2 pt.

Milk, Lo-Fat, 1.2 pt. container (Carton only). Grade A pasteurized, fresh fluid, homogenized, Vitamin D enrighed, 1-% non-fat solids.
	
Gross Unit Price Before 
USDA Surplus Powder Discount

$	-

Net Unit Price	After 
USDA Surplus Powder Discount

$	-

2

4

2,500,000

each

Milk, Chocolate, Non-Fat, 1.2 pt. carton, Grade A pasteurized, fresh fluid, homogenized, Vitamin D enriched, real cocoa flavoring
	
Gross Unit Price Before 
USDA Surplus Powder Discount

$	-

Net Unit Price	After 
USDA Surplus Powder Discount

$	-

As needed
	
4 oz.
	
Juice, Apple 90 ct

5
	
As needed
	
4 oz.
	
Juice, Orange 90 ct

6
	
400
	
8 oz.
	
Pacific Soy Milk - Plain
			
$	-

7
	
As needed
	
LB
	
Sour Cream, imitation

8
	
As needed
	
LB
	
Butter, Patties

Item
	
Estimated Annual Usage

Unit

Description

Unit Price

Extended Price

Brand Quoted

Total Estimated Annual Cost Before USDA Discount	$

Total Estimated Annual Cost After USDA Discount	$

Unless stated otherwise in the space provided below, the prices stated above shall be guaranteed and not adjusted for the period from July 1, 2022 through June 30, 2023.

Delivery Schedule Bid #2884 Milk & Dairy

School Sites	Mon	Tue	Wed	Thur	Fri
Boris
	x
		x
			
Fancher Creek
	x
	x
	x
	x
		
Miramonte
	X
		X
		X
	
Mt. View
	x
		x
	x
	x
	
Sierra Vista
	x
	x
	x
	x
	x
	
Tarpey
	x
	x
		x
	x
	
T-K
	x
	x
	x
	x
		
Weldon
	x
	x
	x
	x
	x
	
Clark
	x
	x
	x
	x
	x
	
Century
	x
		x
		x
	
Cole
	X
	x
	x
	x
	x
	
Cox
	x
		x
	x
	x
	
Kastner
	X
	x
	x
	x
	x
	
Lincoln
	X
		x
	x
	x
	
Nelson
	x
	x
	x
	x
	x
	
Pindale
	x
	x
	x
	x
	x
	
Buchanan
	x
	x
		x
	x
	
Alta Sierra
	x
		x
		x
	
Bud Rank
	x
		x
		x
	
Dry Creek
	x
	x
		x
	x
	
Garfield
	x
		x
		x
	
Gateway
	x
		x
		x
	
Woods
	x
		x
		x
	
Clovis High
	x
	x
	x
	x
	x
	
CedarWood
	x
	x
		x
	x
	
Clovis Elem
	x
	x
	x
	x
	x
	
Jefferson
	x
	x
	x
		x
	
Clovis East
	x
	x
		x
	x
	
Reyburn
	x
	x
		x
	x
	
Freedom
	x
	x
		x
	x
	
Gettysburg
	x
		x
		x
	
Oraze
	x
		x
		x
	
Red Bank
	x
	x
		x
	x
	
Reagan
	x
	x
		x
	x
	
Young
		x
			x
	
Clovis North
	x
	x
		x
	x
	
Copper Hills
	x
	x
		x
	x
	
Fugman
	x
		x
		x
	
Maple Creek
	x
	x
		x
	x
	
Riverview
	x
	x
		x
	x
	
Clovis West
	x
	x
		x
	x
	
Ft Washington
	x
	x
		x
	x
	
Liberty
	x
	x
		x
	x
	
Valley Oak
	x
	x
		x
	x

CLOVIS UNIFIED SCHOOL DISTRICT

SAMPLE CONTRACT

This Agreement is made this____________ day of______________, 20__ by and between Clovis Unified School District , "District" and _________________________, "Seller" with respect to the following recitals:

1.	District is a public school district organized and existing under the laws of the State of California.

2.	Seller has received notice of an award pursuant to Bid 2884 for the delivery of certain equipment, services, or other articles "Service".

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. Description of Service. Seller agrees to deliver to school District's locations as specified in the bid specifications, the following:

Bid #2884

Campus Catering: Milk & Dairy

2. Time of Commencement and Completion. The Service shall be delivered in full per bid specifications.

3. Contracts. District agrees to pay Seller the sum specified in the bid price listing, following timely receipt of the Equipment/Supplies and submission of an invoice to District.

4. Liquidated Damages. Seller agrees to deliver the Service to District pursuant to the terms of this Contract by the Completion Date unless Seller receives a written extension of time for delivery from District. Seller's failure to deliver the Equipment on time shall subject Seller to liquidated damages. The actual occurrences of damages and the actual amount of damages which District will suffer if the Equipment is not delivered by the Completion Date is dependent upon many circumstances and conditions and, from the nature of the case, it is impracticable and extremely difficult to fix the actual damages occasioned by delay. Damages which District would suffer in the event of delay include loss of use of the Equipment, disruption of school activities, cost of administration and the loss suffered by the public by reason of delay. Accordingly, the parties agree that the amount herein set forth as liquidated damages shall be presumed to be the amount of damages actually sustained by Seller's failure to deliver the Equipment by the Completion Date.

Continued	PURCHASE	ORDER	CONTRACT PAGE 2

The amount of liquidated damages to be paid by Seller to District for failure to deliver the Equipment on or before the Completion date will be Two Hundred Dollars and 00/100 ($200.00) for each calendar day by which delivery is delayed beyond the Completion Date, such amount being the actual cash value agreed upon as the loss to the District resulting from the Seller's default.

If Seller becomes liable for liquidated damages, District, in addition to all other remedies provided by law, shall have the right to deduct the amount owed as liquidated damages from the contract sum due Seller. In all events, Seller and its sureties, if any, shall remain liable to the District until all such liabilities are satisfied in full.

5. Conformance to Contract Documents. Seller agrees that the Equipment to be furnished pursuant to this Contract shall conform to all of the requirements set forth in the bid documents, specifications and any other writings which formed a part of the materials upon which the Seller was awarded this Contract.

6. Indemnity. Seller shall indemnify, hold harmless and defend District, and its Board of Trustees, officers, agents and employees from and against all claims, damages, losses and expenses, including costs and attorney's fees, arising out of or resulting from Seller's work under this Contract or for any infringement of the patent rights, copyright or trademark of any person or persons in consequence of the use by the District of Equipment supplied pursuant to this Contract.

7. Transportation Charges.	Seller agrees to deliver all Equipment prepaid unless otherwise specified. All costs for delivery and packaging of Equipment are the responsibility of Seller unless otherwise stated.

8. Inspection.	All Equipment furnished must be in conformity with the specifications and Contract documents and will be subject to inspection and approval by the District after delivery. District reserves the right to reject and return at the risk and expense of the Seller any portion of the Equipment
which may be defective or which fails to comply with the specifications in Contract documents.

9. Assignment of Contract. Seller agrees not to assign, transfer or convey any rights accruing under this Contract without the prior written consent of District.

10. Safety Regulations. All equipment and supplies furnished, and/or all work performed, shall meet all applicable safety regulations of the Division of Industrial Safety of the State of California, and Health & Safety code of the State of California.

Continued

11. Miscellaneous Provisions.

PURCHASE	ORDER	CONTRACT PAGE 3

11.1 Governing Law and Venue. This Contract shall be governed by and construed in accordance with the laws of the State of California. The parties also agree that, in the event of litigation, venue shall be in the proper state or federal court located in Fresno County, California.

11.2 Notices.	Communications hereunder shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business.

11.3 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the District and Seller and their respective successors and assigns.

11.4 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or under unenforceable any other provision hereof.

11.5 Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written agreement signed by the parties.

11.6 Entire Agreement.	This Agreement constitutes the entire agreement between	the	parties.         There	are	no	understandings,	agreements, representations or warranties, express or implied, not specified in this Agreement. Seller, by the execution of this Agreement, acknowledges that Seller has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

TERMINATION. The right to terminate this Agreement under this provision may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement. The parties may terminate this Agreement without cause by giving 90 days prior written notice of intention to terminate pursuant to this provision, specifying the date of termination.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first hereinabove written.

CLOVIS UNIFIED SCHOOL DISTRICT

BY___________________________ Director of Purchasing

______________________________________ Vendor
BY____________________TITLE ______________

CLOVIS UNIFIED SCHOOL DISTRICT

BID NO. 2884

Campus Catering: Milk & Dairy

ADDENDA

The undersigned acknowledges receipt of the following Addenda and the cost, if any, of such revisions has been included in the Lump Sum Grand Total of your bid.

Addenda No. ____________

Addenda No. _____________

Addenda No. ____________

Dated _____________________

Dated ____________________

Dated _____________________

Name of Bidder ________________________________________________