Invitation for Bid IFB Fresh Produce IFB #4 2027-2026.pdf

Lamar County School Nutrition Program

INVITATION FOR BID (IFB)
IFB #4:2027-26

Invitation For Bid Timeline

Bid Issue/Posting Date

April 1, 2026

Pre-Bid Meeting Date, Time and Location (if applicable)

To be scheduled upon request

Final Date for Written Questions May 1.2028

Bid Due Date and Time May 27, 2026 0400 PM

Bid Due Location (deliver or mail to address) 100Mictory Lane, Bamesvile, (GA 40205
Bid Opening Date and Time May 26, 2026 02:00 PM

Bid Opening Location 100 Victory Lane, Barnesville, GA

Contract Start Date and End Date (MM/DD/YYYY)

July 1, 2026 -June 30, 2027

Awarded to (completed after awarded contract)

Vendor Name:

NOTE: BID FOR BID TYPE LABEL SEALED ENVELOPE AS FOLLOWS:
(Description/Spreadsheet
page)
Food - Dairy (A), Fruits and "IFB FOOD" IFB #1:2027-2026
Vegetables (B), Chips Crackers,
Cookies; Snacks (C), Grain (D),
Entrees (E), Staples(F),
Beverage (G)
Equipment "IFB EQUIPMENT- SCHOOL NUTRITION"
Paper, Chemical (L) "IFB PAPER AND CHEMICAL PRODUCTS"
|FB #5:2027-2026
Fresh Bread (H) "|FB FRESH BREAD" IFB #2:2027-2026
Fresh Dairy (Milk) (J) "IFB MILK AND DAIRY PRODUCTS" IFB
#3:2027-2026
Kitchen Supplies "IFB KITCHEN SUPPLIES"
Cafeteria Furnishings "FB CAFETERIA FURNISHINGS"
zd Fresh Produce (kK) "IFB FRESH PRODUCE" IFB #4:2027-2026
Georgia Grown Ground Beef (M) | "IFB GEORGIA GROWN GROUND BEEF "IFB
#6: 2027-2026

DEFINITIONS
Addendum: A change, addition, alteration, correction or revision to a bid or contract document.
Bidder: A firm, individual, or corporation submitting a bid in response to this !FB.
CFR: Code of Federal Regulations
CN: Child Nutrition
Contract Documents: Consist of the Agreement between the School Nutrition Program and the Vendor, terms and conditions,
schedule, specifications, drawings, any and all addenda, errata, and bulletins issued prior to execution of
the contract, other documents listed in the Agreement, and modifications issued after execution of the contract,
EPA: Environmental Protection Agency
FNS: Food and Nutrition Services
F.0.B.: Freight on Board
HACCP: Hazard Analysis Critical Control Point
Invitation for Bid (IFB): A type of solicitation document used in competitive sealed bidding, where the primary consideration is cost,
and the expectation is that competitive bids will be received, and an acceptance (award) will be made to the responsive and
responsible Bidder whose bid is jowest in price and meets the specifications of the bid. An IFB is a formal method of procurement that
uses sealed bidding and results in a fixed price contract with or without adjustment factors. The IFB must be publicly advertised, and
bids shall be solicited from an adequate number of known suppliers, providing them with sufficient time to respond prior to the date set
for opening the bids.
NSLP: National School Lunch Program
0.C.G.A.: Official Code of Georgia Annotated
OMB: Office of Management and Budget
SBP: School Breakfast Program
SFA: School Food Authority
SNP: School Nutrition Program
Solicitation: A document used by the School Nutrition Program to acquire goods and /or services. Solicitations must incorporate a
clear and accurate description of the technical requirements for the material, product, or service to be procured. Solicitations must also
identify all the requirements which the Offerors or Bidders must fulfill, and all other factors to be used in evaluating the bids or
proposals.
USDA: United States Department of Agriculture
U.S.C.: United States Code

Vendor: The provider of the goods and/or services under the Awarded Contract.

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SECTION 1
PURPOSE AND PROCEDURES

The Lamar County Schools, hereafter referred to as SFA, issuing this Invitation for Bid (IFB) for the School Nutrition Program (SNP)
and is requesting sealed bids for "IFB FRESH PRODUCE" IFB #4:2027-2026 (Fresh Produce (K)).

a)

)

)

4)

e)

2

INTENT

It shall be the intent and purpose of this Invitation for Bid (IFB) to cover the terms and conditions under which a successful
Bidder shall be responsible to supply and deliver products to the SFA, through sealed bids.

School food authorities shall comply with the requirements of 7CFR 210.21 and 2 CFR part 200, subpart D and USDA
implementing regulations 2 CFR part 400 and part 415, as applicable, which implement the applicable requirements,
concerning the procurement of all goods and services with nonprofit school food service account funds. All procurement
transactions must be conducted in a manner providing full and open competition consistent with the standards of this
section. In order fo ensure objective vendor performance and eliminate unfair competitive advantage, suppliers that
develop or draft specifications, requirements, statement of work, or Invitation for Bids, must be excluded from competing for
such procurements. (2 CFR 200.319)

Any changes to the terms or conditions of this Contract, which are required by Federal or State law or rule, or changes to
Federal or State laws, rules, or citations are automatically incorporated herein, effective as of the date specified in such
law, rule and/or USDA Memo.

The SFA is seeking to identify and select one (1) or more vendors to provide the items as listed in the attached list in
Attachment B. The selected vendor(s) shall provide products in accordance with the Standard Terms and Conditions,
Special Terms and Conditions, the IFB and any applicable Addenda,

The SFA reserves the right to accept or reject any or alll bids, or to accept any part of a bid without accepting

the whole thereof, or to accept such bid as they deem to be in the best interest of the SFA without restricting competition

CONTRACT TIME PERIOD

Initial Term: The initial term of this contract, which results from the award of this IFB, shall commence
and terminate on the dates shown on the Invitation for Bid Timeline for School Year (SY) 2027.
The start date may not occur prior to the date on which the contract is signed, dated and awarded.

Extension Option: The contract may be extended up to three (3) months at the same bid pricing,
provided mutual agreement by both parties in written form.

Renewal Option: This contract may be renewed by mutual agreement of both parties in written form.
(Usually 1-year term with the option fo renew 4 additional 1-year terms based on vendor performance.)

PRE-BID MEETING (If applicable)

If a pre-bid meeting will be scheduled under this solicitation, the date, time, and location is outlined in IFB Timeline. The
Bidder should raise any questions it may have about the solicitation or the procurement at that time. A Bidder may not rely on
any verbal responses to questions at the meeting. Material issues raised at the meeting that result in changes to the
solicitation shalt be answered solely through a solicitation addendum.

I. BID SUBMISSION PROCEDURES

The SFA is not liable for any costs incurred by Bidders prior to the issuance of or entering into a contract. Costs associated
with developing the bid, preparing for oral presentations (if applicable), and any other expenses incurred by the Bidder in
responding to this [FB are entirely the responsibility of the Bidder and shall not be reimbursed in any manner by the School
Nutrition Program. If the Bidder is in doubt or has questions regarding the language, its meaning, or intent, it is the
responsibility of the Bidder to seek clarification prior to submission of the bid.

BIDDER CONTACT INFORMATION

Bidder Company Name

Street Address

City, State, Zip

Contact Person Name
& Email address

Telephone Number

QUESTIONS CONCERNING BID:
Questions regarding this Invitation for Bid shall be directed to:
SFA Director Name or designee: Dawn St. Michel

E-mail address dawn.stmichel@lamar.k12.ga.us

Responses to inquiries that affect the content of this IFB will be provided in writing to all recipients of the IFB. It is the
responsibility of each Bidder to inquire about any aspect of the IFB that is not fully understood or is believed to be susceptible
to more than one interpretation. The SFA will accept only written inquiries regarding this IFB until the date shown on the
Invitation for Bid Timeline, in order for a reply to reach all Bidders before the bid closes and to give Bidders ample time to
respond to any Addenda. Any information given to a prospective Bidder concerning an IFB, either during the pre-bid
meeting or through written inquiries, will be furnished to all prospective Bidders as an Addendum to the IFB if such
information is necessary or if the lack of such information would be prejudicial to uninformed Bidders.

BID PROCESS;

Bids must be enclosed in a sealed envelope. Emailed bids are not acceptable and will not

be considered for sealed bids and when allowed will remain sealed/unopened until opening time and

date. This option may be subject to change during unprecedented circumstances. Sealed bids

must be received by the SFA no later than the date and time shown on the Invitation for Bid Timeline. Bids will be time and
date stamped to confirm receipt of the bid and documented.

* - The outside of the envelope shall be clearly marked as shown on the timeline of this document and titled "IFB # for (BID

TYPE)" for LAMAR COUNTY SCHOOL NUTRITION". The retum address on the envelope should include the vendor's
complete mailing address.

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Sealed Bids shall be mailed or delivered to:
SFA Name: LAMAR COUNTY School Nutrition Program

Address:100 Victory Lane
City, State, Zip Code: Bamesville, GA 30204

An Excel electronic copy or paper copy of the bid Quote Sheet, along with any alternate or required information must
be included inside the sealed bid package.

Late bids shall not be accepted. The SFA shall not be responsible for late receipt of bids. Late bids will be retumed
unopened to the address provided.

If the Bidder submits bid documents with informalities, errors, or omissions such as, but not limited to, non-
conforming bid security, non-conforming non-collusion affidavit or fails to properly execute and seal the said
documents the Bidder, in the SFA's sole discretion, may be given 72 hours from the time of the bid opening in which
fo provide such information to the SFA. The SFA has the right to waive any and all informalities.

Il, BID OPENING DATE/TIME/PLACE

Bids will be opened at the date, time and location shown on the Invitation for Bid Timeline.
lV. AWARD DETERMINATION STATEMENT

a) This |FB is intended to be awarded to a singlevendor and result in a firm fixed price contract. All bid prices
shall remain firm for the contract period and in accordance with terms listed within the Escalation/De-escalation Clause, if

applicable, located under Section 3: Method of Payment and Pricing Information.
The award of this IFB is contingent upon available budget funds and approval of the SFA Board of Education.

he SFA will award the contract to the lowest responsive and responsible Bidder(s) meeting all terms, conditions, and

)
specifications of the IFB, within approximately sixty (60) days of the opening of the bids. Submitted bid pricing shall
remain valid during this sixty-day period. The SFA reserves the right, in its sole discretion, to accept or reject any and all

bids or parts thereof.

An official letter/email of acceptance will be forwarded by the SFA to the successful Bidder after

tu)
id selection and prior to contract award.

e) Upon acceptance and award of a vendor's bid, the contract between the Bidder and the SFA shall be drafted
from (a) the IFB and addenda, (b) the selected bid response to the IFB by the Bidder and any attachments thereto, and

(c) all written communications between the SFA and the Bidder.

f) The contract shall constitute the entire and only agreement and shall supersede all prior negotiations,
commitments, understandings, or agreements, whether oral or written

V. ADDITIONAL BID INSTRUCTIONS

a) Bid modifications: Bids cannot be modified after receipt of bids. Care should be taken to ensure that the information
provided is accurate, complete, and consistent. Omission of any of the required information may subject the Bidder to
disqualification. The SFA reserves the right to request information or respond to inquiries for clarification purposes only.

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b) Bid withdrawal: Bidders may withdraw bids at any time up to the scheduled time for receipt of bids. Bidders desiring to
withdraw their bid must submit the purpose for withdrawal in writing to the School Nutrition SFA before the bid opening
deadline (bid close date). Bidders may resubmit bids provided it is prior to the scheduled time for receipt of bids.

) Bid examination:
i) Bidders shall carefully examine all documents in the solicitation to obtain knowledge of existing conditions,

limitations, and requirements. Failure to examine the documents will not relieve the Bidder of responsibility for
same nor will extra payment or change order requests be considered for conditions which could have been

determined by examining the solicitation.

ii) Bids will be considered as conclusive evidence of complete examination and understanding of the terms and
conditions of the bid documents including the specifications and all requirements thereof of the IFB.

It is understood that submission of a bid indicates full acceptance of the same by the parties submitting
the bid. Furthermore, by submitting a bid the Bidder waives the right to claims for additional time or
monetary compensation for all work without limit required to complete the contract which could have been
obtained by the Bidder through examination of all documents or raising a question regarding

requirements prior to submitting a bid.
d) Rejection or Disqualification of bids

i) A bid that is incomplete, obscure, conditioned or contains additions not called for or irregularities of
any kind, (including alterations or erasures), which are not initialed and dated, may be rejected as

non-conforming.

ii) The SFA reserves the right to waive a bid's minor irregularities if rectified by Bidder within three business days of
the School Nutrition Program's issuance of a written notice of such irregularities.

iil) The SFA reserves the right to disqualify bids upon evidence of collusion with intent to defraud or other illegal
practices upon the part of the Bidder.

iv) Issuance of this IFB in no way constitutes a commitment by the SFA to award a contract. The SFA reserves the
tight to accept or reject, in whole or part, all bids submitted and/or to cancel this solicitation if it is determined to be

in the best interest of the SFA.

v) Any Bidder who has demonstrated and documented poor performance during a current or previous agreement,
within the last 3 years, with the School Nutrition Program may be considered a non-responsible Bidder and their
bid may be rejected. The SFA reserves the right to exercise this option as is deemed proper and/or necessary.

Attachment J to provide references for consideration as needed.

e) Evidence of Financial Capabilities: After the bid opening, Bidders must be prepared to present suitable evidence of

their financial standing within three (3) business days after written request
by the SFA. This evidence would include an income statement, balance sheet and statement of cash flow accompanied

by an auditor's report attesting to the accuracy of the financial statements.

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SECTION 2
STANDARD TERMS AND CONDITIONS

The signed and dated contract between the SFA and the Vendor shall be governed in accordance with the laws of the State of Georgia
and ail applicable Federal regulations.

|. LOBBYING CERTIFICATE (for bids over $100k) 2 CFR Appendix I! to Part 200 (I)

(C) ALobbying Certification and Disclosure must be completed for all bids $100,000 and over. Byrd Anti-Lobbying Amendment
(31 U.S.C. 1352): Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier
certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other
award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 2
CFR Appendix II to Part 200 (I) See and complete Attachment D.

I. DEBARMENT AND SUSPENSION VERIFICATION (for bids over $25k) 2 CFR Appendix Il to Part 200 (H)

institutions shall solicit offers from, award contracts to, and consent to subcontracts with responsible vendors and/or
principals only. The serious nature of debarment and suspension requires that sanctions be imposed

only in the public interest for the Government's protection and not for purposes of punishment. Institutions shall impose
debarment or suspension to protect the Government's interest and only for the causes and in accordance with the
procedures set forth in 2 CFR 200.213.

The Vendor certifies that the Vendor and/or any of its sub vendors or principals have not been debarred, suspended, or
declared ineligible by any agency of the State of Georgia or any agency of the Federal government or as defined in the 2
CFR 200.213 which states "Non-federal entities are subject to the non-procurement debarment and suspension regulations
implementing Executive Orders 12549 and 12689, 2 CFR part 180.

These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended,

or otherwise excluded from or ineligible for participation in Federal assistance programs or activities." The Vendor will
immediately notify the School Food Authority if Vendor is debarred or placed on the Consolidated List of Debarred,
Suspended, and Ineligible Vendors by a federal entity.

By signing this agreement, the Vendor is testifying that they are not debarred, suspended, or has any ineligible

or voluntary exclusions with the U.S. Department of Agriculture or any other Federal or State Agency.

All responses will be verified. Debarment and Suspension (Executive Orders 12549 and 12689): A contract

award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR
part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p, 235), "Debarment and Suspension." SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible
under statutory or regulatory authority other than Executive Order 12549. See Attachment E

Il BUY AMERICAN STATEMENT (Food only) (7 CFR Part 210.21(d))

Vendor must comply with the William F. Goodling Child Nutrition Reauthorization Act of 1998 (Buy American

Act:7 CFR 210.21(d)) which requires schools and institutions participating in the National School Lunch Program (NSLP) and
School Breakfast Program (SBP) in the contiguous United States to purchase, fo the maximum extent practicable, domestic
commodities or products for use in meals served under the NSLP and SBP.

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Buy American:
Definition of domestic commodity or product. The term 'domestic commodity or product' means:
(i) An agricultural commodity that is produced in the United States; and

(ii) A food product that is processed in the United States substantially using agricultural
commodities that are produced in the United States. Substantial means over 51% of the
final processed product consists of agricultural commodities that were grown domestically.
Products from Guam, American Samoa, Virgin Islands, Puerto Rico, and the Northern Mariana Islands
are allowed under this provision as territories of the United States.

The Buy American provision (7 CFR Part 210.21(d)) is one of the procurement standards SFAs must comply with when
purchasing commercial food products served in the school meals programs and when considering limited exceptions to the
Buy American provision-USDA Memo SP 38-2017; SP 23-2024. Exceptions to the Buy American provision are very limited;
however, an alternative or exception may be approved by the SFA upon request. To be considered for an alternative or
exception, the request must be submitted in writing to the SFA, a minimum of 2 days in advance of delivery. The request must
include:
(1) Alternative substitute(s) that are domestic and meet the required specifications:
(a) Price of the domestic food alternative substitute(s); and
(b) Availability of the domestic alternative substitute(s) in relation to the quantity ordered.
(2) Reason for exception: limited/lack of availability or price (include price):
(a) Price of the domestic food product; and
(b) Price of the non-domestic product that meets the required specification of the domestic product.
(c) The products listed on the Federal Acquisitions Regulations Nonavailable
articles list found at 48 CFR 25.104 and/or is not produced or manufactured in the
U.S. in sufficient and reasonably available quantities of a satisfactory quality.

Notification of non-domestic food purchases provided by the vendor is necessary to assist the SFA with ensuring that the
annual cost of non-domestic food purchases acquired with School Nutrition Program funds does not exceed the caps
established as applicable to the contract and optional renewals.

By signing this document, the vendor certifies that all domestically identified products listed within the response to the
attached specifications were processed in the U.S. and contain over 51% of their agricultural food components, by weight or
volume, from the U.S. Any response listing a non-domestic product will include a valid resource to verify that the non-domestic
good is not produced or manufactured in sufficient and reasonable available quantities of a satisfactory quality within the U.S,

DOMESTIC PREFERENCE FOR GOODS AND MATERIALS (Applicable to non-food only) 2 CFR 200.322, 2 CFR
Appendix Il to Part 200 (L)

As appropriate and to the extent consistent with law, the recipient and/or subrecipient should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials
produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products).
The requirements of this section must be included in all subawards including all contracts and purchase orders for work or
products under this award,

For purposes of this section:

(1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial
melting stage through the application of coatings, occurred in the United States.

(2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such

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as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass,
including optical fiber; and lumber. Federal agencies providing Federal financial assistance for infrastructure projects must
implement the Buy American preferences set forth in 2 CFR part 184.

IV, REMEDY FOR NON-PERFORMANCE/ TERMINATION OF CONTRACT [2 CFR Appendix II to Part 200 (B)]

All contracts in excess of $10,000 must address termination for cause and for convenience by the recipient and/or subrecipient
including the manner by which it will be affected and the basis for settlement:

{a) Termination for Cause. The SFA may terminate this contract, or any part hereof, for cause in the event of any default by the
Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the SFA, upon
request, with adequate assurances of future performance. The SFA shall provide the Contractor with a written notice thirty
(30) days prior to the contract termination date, outlining the reasons for the termination and specifying the remedies the SFA
intends to pursue. In the event of termination for cause, the SFA shall not be liable to the Contractor for any amount for
supplies or services not accepted, and the Contractor shall be liable to the SFA for any and all rights and remedies provided
by law. The Contractor may also terminate this contract under the same set of aforementioned conditions.

The occurrence of any one or more of the following events shall constitute cause for the SFA to declare the Vendor in default
of its obligation under the Contract:

0

(ii)

(i
(iv)

(wi)

(vil)

(vill)

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The Vendor fails to deliver or has delivered nonconforming goods or services or fails to perform,
to the SFA's satisfaction, any material requirement of the Contract or is in violation of a material
provision of Contract, including, but without limitation, the express warranties made;

The SFA determines that satisfactory performance of the Contract is substantially endangered
or that a default is likely to occur;

The Vendor fails to make substantial and timely progress toward performance of the Contract;

The Vendor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent
allowed by applicable federal or state law including bankruptcy laws; the Vendor terminates or suspends its business;
or the SFA reasonably believes that the Vendor has become insolvent or unable to pay its obligations as they accrue
consistent with applicable federal or state law;

The Vendor has failed to comply with applicable federal, state, and local laws, rules, ordinances, regulations and
orders when performing within the scope of the Contract;

The Vendor has engaged in conduct that has or may expose the SFA or the State to liability,
as determined in the SFA's sole discretion; or

The Vendor has infringed any patent, trademark, copyright, trade dress or any other intellectual property
tights of the SFA, the state, ora third party.

Immediate Termination. This contract will terminate immediately and absolutely if the SFA determines that adequate
funds are not appropriated or granted or funds are de-appropriated such that the SFA cannot fulfill its obligations
under the Contract, which determination is at the SFA's sole discretion and shall be conclusive. Following thirty (30)
days' written notice, the SFA may terminate the Contract in whole or in part without the payment of any penalty or
incurring any further obligation to the Vendor. Following termination upon notice, the Vendor shall be entitled to
compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the
Contract to the SFA up to and including date of termination. Further, the SFA may terminate the Contract for any one
or more of the following reasons effective immediately without advance notice:

1. Inthe event the Vendor is required to be certified or licensed as a condition precedent to providing goods
and services, the revocation or loss of such license or certification may result in immediate termination
of the Contract effective as of the date on which the license or certification is no longer in effect;

2. The SFA determines that the actions, or failure to act, of the Vendor, its agents, employees
or sub vendors have caused, or reasonably could cause, life, health or safety to be jeopardized;

3. The Vendor fails to comply with confidentiality laws or provisions;

4, The Vendor furnished any statement, representation, or certification in connection with the Contract
or the bidding process, which is materially false, deceptive, incorrect, or incomplete; and/or

5. The Vendor or SFA commits a material breach of this Contract.

(b) Termination for Convenience. The SFA may terminate this contract for any reason, provided that the SFA shall be required

(c)

S

(e)

(

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to provide the-Contractor with a prior sixty (60) days' written notice of the effective date of such termination (the "Termination
for Convenience Date"). The Contractor may also terminate this contract under the same set of aforementioned conditions.
The contractor will be compensated for work performed and costs incurred up to the date of termination, as well as any
charges that directly result from the termination.

Notice of Default. If there is a default event caused by the Vendor, the SFA shall provide written notice to the Vendor
requesting that the breach or noncompliance be remedied within the period of time specified in the SFA's written notice to the
Vendor. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the SFA may:

(i) Immediately terminate the Contract without additional written notice; and/or

(ii) Procure substitute goods or services from another source and charge the difference between the Contract
and the substitute contract to the defaulting Vendor, and/or,

(iii) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

Termination Due to Change in Law. The SFA shall have the right fo terminate this Contract without penalty by giving
thirty (30) days' written notice to the Vendor as a result of the following:

(i) The SFA's authorization to operate is withdrawn or there is a material alternation in the programs administered by
the SFA; and/or
(ii) The SFA's duties are substantially modified.

Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by the SFA,

the SFA shall pay only those amounts, if any, due and owing to the Vendor for goods and services actually rendered up to
and including the date of termination of the Contract and for which the SFA is obligated to pay pursuant to the Contract or
Purchase Instrument. Payment will be made only upon submission of invoices and proper proof of the Vendor's claim. This
provision in no way limits the remedies available to the SFA under the Contract in the event of termination. The SFA shall
not be liable for any costs incurred by the Vendor in its performance of the Contract, including, but not limited to, startup
costs, overhead or other costs associated with the performance of the Contract.

The Vendor's Termination Duties. Upon receipt of notice of termination or upon request of the SFA, the Vendor shall:

(i) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs,
and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the
Contract, including, without limitation, results accomplished, conclusions resulting there from, and any other matters the,
SFA may require;

(ii) Immediately cease using and return to the SFA, any personal property or materials,
whether tangible or intangible, provided by the SFA to the Vendor;

(iii), Comply with the SFA's instructions for the timely transfer of any active files and work product by the Vendor under the
Contract;

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