1-03 General Terms UPDATE 02-2024.pdf

GENERAL TERMS, CONDITIONS, AND REQUIREMENTS

FOR ALL HOOD COUNTY

BIDS/PROPOSALS/QUALIFICATONS/OR QUOTES

READ THIS ENTIRE DOCUMENT CAREFULLY. FOLLOW ALL INSTRUCTIONS.

YOU ARE RESPONSIBLE FOR FULFILLING ALL REQUIREMENTS AND

SPECIFICATIONS. BE SURE YOU UNDERSTAND THEM.

General Terms, Conditions and Requirements apply to all advertised bids/proposals;

however, these may be superseded, whole or in part, by the SPECIAL

REQUIREMENTS/ INSTRUCTIONS/SPECIFICATIONS OR OTHER DATA

CONTAINED HEREIN. Be sure your bid/proposal/qualifications or quote package is complete.

GOVERNING LAW

Vendors shall comply with all applicable federal, state and local laws and regulations.

Vendor is further advised that these requirements shall be fully governed and construed by the laws of the State of Texas and that Hood County may request and rely on advice, decisions and opinions of the Attorney General of Texas and the County Attorney concerning any portion of these requirements.

JURISDICTION AND VENUE

The Vendor consents to the personal and subject matter jurisdiction for any legal action regarding any aspect of this Contract in the proper court and venue of Hood County, Texas.

PROPOSAL FORM COMPLETION

For hard copy submissions, complete and return to the Hood County Purchasing Department an executed ORIGINAL and a minimum of three (3) complete bid/ proposal packets or as otherwise specified.

Alternately, Electronic bidding is authorized only if, and when, posted by Hood County on an electronic bidding platform as detailed at https://co.hood.tx.us/bids.aspx .

An authorized representative of the Vendor shall sign the Cover Sheet. The contract will be binding only when approved by Hood County Commissioners Court and a Purchase Order is issued.

Bids will be received and publicly acknowledged at the location, date and time stated in the RFB, RFP, or RFQ. Vendors, their representatives and interested persons may be present.

For Proposals, however, only the names of respondents will be announced. Proposals shall be received and acknowledged only so as to avoid disclosure of the contents to competing proposals and kept secret during the negotiation/evaluation process. All proposals shall be open for public inspection after the contract is awarded, except for trade secrets and confidential information contained in the proposal so identified by Vendor as such.

SUBMITTAL OF CONFIDENTIAL MATERIAL

Any material that is to be considered as confidential in nature must be clearly marked as such by the Vendor and will be treated as confidential by Hood County.

PROPOSAL RETURNS

Vendors must return all completed bids/proposals to the Hood County Purchasing Dept at 1402 W Pearl St, Ste 1, Granbury, Texas 76048 before date and time specified.

Late bids/proposals will not be accepted and will be returned to Vendor unopened. The County shall not be responsible for failure of service on the part of the U.S. Postal Office, courier companies, or any other form of delivery service chosen by the Vendor.

GOVERNING FORMS

In the event of any conflict between the terms and provisions of these requirements and the specifications, the specifications shall govern. In the event of any conflict of interpretation of any part of this overall document, Hood County's interpretation shall govern.

ADDENDA

When specifications are revised, the Hood County Purchasing Department will issue an addendum addressing the nature of the change. Vendors must sign and include it in the returned bid package.

OWNERSHIP

All plans, prints, designs, concepts, etc., shall become the property of Hood County.

HOLD HARMLESS AGREEMENT

Contractor, vendor, or successful Vendor shall indemnify and hold Hood County, its officers, agents, employees, and assignees harmless from all claims, including compensatory damages, personal injury, death and/or property damage resulting of whatsoever kind or character, whether real or asserted, arising out of or in connection with, directly or indirectly, the work and services to be performed hereunder by Contractor/Vendor, its officers, agents, employees, contractors, subcontractors, licensees, or invitees. Contractor/Vendor shall procure and maintain, with respect to the subject matter of this bid/proposal, appropriate insurance coverage including, as a minimum, public liability and property damage with adequate limits to cover all liability as may arise directly or indirectly from work performed under terms of this bid/proposal.

Certification of such coverage must be provided to the County upon request.

The vendor agrees to indemnify and hold Hood County free from any claim by Vendor or any third-party involving patent, trademark or copyright infringement on the goods or services provided.

WAIVER OF SUBROGATION

Vendor and Vendor's insurance carrier waive any and all rights whatsoever with regard to subrogation against Hood County as an indirect party to any suit arising out of personal or property damages resulting from Vendor's performance under this agreement.

SEVERABILITY

If any section, subsection, paragraph, sentence, clause, phrase or word of these requirements or the specifications shall be held invalid, such holding shall not affect the remaining portions of this contract or these requirements or the specifications and it is hereby declared that such remaining portions would have been inclusive in these requirements and the specifications as though the invalid portion had been omitted.

BONDS

If this bid/proposal requires submission of bid guarantee and performance bond, there will be a separate page explaining those requirements. Bids/proposals submitted without the required bid bond or cashier's checks are not acceptable.

TAXES

Hood County is exempt from all federal excise, state and local taxes unless otherwise stated in this document. Hood County claims exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates will be furnished upon written request to the Hood County Purchasing Agent.

FISCAL FUNDING / NON-APPROPIATION

Counties are subject to Article 11 Section 7 of the Texas Constitution, as well as Local Government Code 271.903. As such, vendor understands and agrees that this agreement is not binding on the County unless and until the funds to be paid by the County under this agreement are included in and available for expenditure from the annual operating budget of the County. If, for any reason, funds are not appropriated to continue the contract, said contract shall become null and void on the last day of the current appropriation of funds.

In the case of a lease, leased equipment shall be removed by the Vendor from the using department without penalty of any kind or form to Hood County. All charges and physical activity related to delivery, installation, removal and redelivery shall be the responsibility of the Vendor.

PRICING

Prices for all goods and/or services shall be firm for the duration of this contract and shall be stated on the Pricing/Delivery Information form. Prices shall be all inclusive:

No price changes, additions, or subsequent qualifications will be honored during the course of the contract. All prices must be written in ink or typewritten. Pricing on all transportation, freight, drayage and other charges are to be prepaid by the contractor and included in the bid prices. If there are any additional charges of any kind, other than those mentioned above, specified or unspecified, Vendor MUST indicate the items required and attendant costs or forfeit the right to payment for such items. Where unit pricing and extended pricing differ, unit pricing prevails.

CONTRACT RENEWALS

Renewals may be made ONLY by written mutual consent, approved by the Hood County Commissioners’ Court. The contract amount will remain the same for the additional terms as the original bid amount unless approved by the County Commissioners’ Court.

SILENCE OF SPECIFICATIONS

The apparent silence of specifications as to any detail, or the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practice, beyond the standard “custom of the trade,” is to prevail and that only material and workmanship of the finest quality are to be used. All interpretations of specifications shall be made on the basis of this statement. The items furnished under this contract shall be new, unused of the latest product in production to commercial trade and shall be of the highest quality as to materials used and workmanship. Manufacturer furnishing these items shall be experienced in design and construction of such items and shall be an established supplier of the item bid.

CONFLICT OF INTEREST

No public official shall have any interest in this contract, except as permitted by and subject to the disclosure requirements of Vernon’s Texas Codes Annotated, Local Government Code, Title 5, Subtitled C, Chapter 171.

SUPPLEMENTAL MATERIALS

Vendors are responsible for including all pertinent product data in the returned bid/proposal package. Literature, brochures, data sheets, specification information, completed forms requested as part of the bid/proposal package and any other facts which may affect the evaluation and subsequent contract award should be included.

Materials such as legal documents and contractual agreements, which the Vendor wishes to include as a condition of the bid/proposal, must also be in the returned bid/ proposal package. Failure to include all necessary and proper supplemental materials may be cause to reject the entire bid/proposal.

MATERIAL SAFETY DATA SHEETS

Under the "Hazardous Communication Act", commonly known as the "Texas Right to Know Act", a Vendor must provide to the County with each delivery, material safety data sheets, which are applicable to hazardous substances, defined in the Act. Failure of the Vendor to furnish this documentation will be cause to reject any bid/proposal applying thereto.

NAME BRANDS

Specifications may reference name brands and model numbers. It is not the intent of Hood County to restrict these bids/proposals in such cases, but to establish a desired quality level of merchandise or to meet a pre-established standard due to like existing items. Vendors may offer items of equal quality and the burden of proof of equal quality rests with Vendors. Hood County shall act as sole judge in determining equality and acceptability of products offered.

COLOR SELECTION

Determination of colors of materials is a right reserved by the using department unless otherwise specified in the bid/proposal. Unspecified colors shall be quoted, as standard colors, NOT colors that require up charges or special handling. Unspecified fabrics or vinyls should be construed as medium grade. If Vendor fails to get color/material approvals prior to delivery of merchandise, the using department may refuse to accept the items and demand correct shipment without penalty, subject to other legal remedies.

EVALUATION

Evaluation shall be used as a determinant as to which bid items or services are the most efficient and/or most economical for the County. It shall be based on all factors which have a bearing on price and performance of the items in the user environment.

All bids/proposals are subject to tabulation by the Hood County Purchasing Department and recommendation to Hood County Commissioners Court. Compliance with all requirements, delivery and needs of the using department are considerations in evaluating bids/proposals. Pricing is NOT the only criteria for making a recommendation. The Hood County Purchasing Department reserves the right to contact any Vendor, at any time, to clarify, verify or request information with regard to any bid/proposal. Requests For Qualifications (RFQ) will be evaluated based on qualifications and criteria stated in the RFQ.

INSPECTIONS

Hood County reserves the right to inspect any item(s) or service location for compliance with specifications and requirements and needs of the using department. If a Vendor cannot furnish a sample of a bid/proposal item, where applicable, for review, or fails to satisfactorily show an ability to perform, the County can reject the bid/proposal as inadequate.

TESTING

Hood County reserves the right to test equipment, supplies, material and goods bid for quality, compliance with specifications, ability, and fitness to meet the needs of the user.

Demonstration units must be available for review. Should the goods or services fail to meet requirements and/or be unavailable for evaluation, the bid is subject to rejection.

DISQUALIFICATION OF VENDOR

Upon signing this bid/proposal document, a Vendor offering to sell supplies, materials, services, or equipment to Hood County certifies that the Vendor has not violated the antitrust laws of this state codified in Texas Business and Commerce Code §15.01, et seq., as amended, or the federal antitrust laws, and has not communicated directly or indirectly the bid made to any competitor or any other person engaged in such line of business. Any or all bids/proposals may be rejected if the County believes that collusion exists among the Vendors. Bids/proposals in which the prices are obviously unbalanced may be rejected. If multiple bids/proposals are submitted by a Vendor and after the bids/proposals are opened, one of the bids/proposals is withdrawn, the result will be that all of the bids/proposals submitted by that Vendor will be withdrawn;

however, nothing herein prohibits a vendor from submitting multiple bids/proposals for different products or services.

The County expressly reserves the right in its absolute discretion to: specify approximate quantities in the request for bid/proposal/ qualification/or quote; extend the request for bid/proposal/ qualification/or quote opening date and time; consider and accept alternate bids/proposals, if specified in the request, when most advantageous to the County; waive as an informality, minor deviations from specifications provided they do not affect competition or result in functionally unacceptable goods and/or services;

waive any minor informality in any bid or proposal procedure (a minor informality is one that does not affect the competitiveness of the Vendor); add additional terms or modify existing terms in the request for bid/proposal/ qualification/or quote; procure any item by other means, and/or, award to multiple vendors on a non-exclusive award basis, or primary and secondary vendors.

AWARD

Hood County reserves the right to award this contract on the basis of best value to Hood County in accordance with the laws of the State of Texas, to waive any formality or irregularity, to make awards to more than one Vendor, and/or to reject any or all bids/proposals. The following criteria may be considered to determine the best value (see section 252.043 of the Texas Local Government Code): purchase price; reputation of the Vendor and of the Vendor’s goods and/or services; quality of the Vendor’s goods and/or services; extent to which the goods and/or services meet the County’s needs;

Vendor’s past relationship with the County; total long-term cost to the County to acquire the Vendor’s goods and/or services; and, any relevant criteria specifically listed in the request for bids or proposals. Total long-term cost may include specification conformance, delivery requirements, the life expectancy, cost of maintenance and operation, operating efficiency, training requirements, disposal value, warranties and other factors contributing to the overall acquisition cost of the product/services. RFQs shall be awarded based on qualifications according to applicable statute.

Acceptance of a Bid/Proposal will be in the form of a Purchase Order or a Contract unless otherwise specified. Subsequent purchase releases may be issued as appropriate. The contents of the RFB, RFP, or RFQ shall become the Contract. Under no circumstances will the County be responsible for goods and/or services provided without an acceptance signed by an expressly Authorized County representative.

Hood County reserves the right to award to multiple vendors based on delivery location and quantity requirements as per bid/proposal specification.

ASSIGNMENT

The successful Vendor may not assign, sell or otherwise transfer all or any portion of this contract without written permission of Hood County Commissioners Court.

TERM CONTRACTS

If the contract is intended to cover a specific time period, the term will be given in the specifications under SCOPE.

MAINTENANCE

Maintenance required for equipment bid should be available in Hood County or the Dallas/Fort Worth area, by a manufacturer authorized maintenance facility. Costs for this service shall be shown on the Pricing/Delivery Information form. If Hood County opts to include maintenance, it shall be so stated in the purchase order and said cost will be included. Service will commence only upon expiration of applicable warranties and should be priced accordingly.

CONTRACT OBLIGATION

Hood County Commissioners’ Court must authorize and award the contract to become binding on Hood County or the Vendors. Department heads are NOT authorized agents to award and sign agreements on behalf of Hood County. Authorized/Binding agreements shall remain in effect until all products and/or services covered by this purchase have been satisfactorily delivered and accepted. All information disclosed by Hood County to successful Vendor for the purpose of the work to be done or information that comes to the attention of the successful Vendor while performing such work is to be kept strictly confidential.

CONFIDENTIALITY

Vendor agrees that neither Vendor nor any associates, employers, directors, officers, managers, employers, or agents (hereinafter collectively referred to as “agents”) shall in any manner divulge, disclose, communicate, or authorize any other party to divulge, disclose, or communicate, to any third party (including without limitation any member of the public or any member of the print media, radio media, television media, or through social media, etc.), directly or indirectly, any confidential information regarding HOOD COUNTY, without the prior written consent of HOOD COUNTY.

Such confidential information includes, but is not limited to, information concerning: (a) identifying information, such as names, addresses, telephone numbers, e-mail addresses, or credit card information of individuals solicited by HOOD COUNTY or donating to or purchasing from HOOD COUNTY, (b) matters pertaining to HOOD COUNTY’s directors, officers, or management which are considered personal or private by them or which would reasonably be considered personal or private, (d) HOOD COUNTY trade secrets, such as computer code, programs, technologies, and/or technical concepts.

Vendor shall ensure that its agents maintain the confidentiality of HOOD COUNTY’s confidential information, and Vendor shall allow access to the confidential information by only those agents who require access in order for the Vendor to provide the services otherwise agreed to HOOD COUNTY.

This section shall not prevent Vendor from engaging in concerted activity protected under applicable law or from providing truthful information to any governmental or law enforcement agency in connection with any administrative or legal investigation or proceeding.

If Vendor breaches the terms of this Section, HOOD COUNTY shall be entitled to terminate this agreement and/or to seek consequential and punitive damages. Vendor acknowledges that any remedy at law for any breach of this Agreement shall be inadequate and that HOOD COUNTY shall be entitled to immediate injunctive relief in addition to any other relief to which it is entitled under this agreement or by law.

No termination of this Contract for whatever reason, shall relieve the Vendor of the duty to maintain confidentiality, as provided above.

DISCLOSURE

A Vendor, as a member of the public, may request a copy of the Bid Tabulation that was compiled when the proposal was opened in a public forum after an Open Records Request has been received in accordance with the Texas Government Code.

Hood County will not release copies of proposal evaluations until after the contract has been awarded by the Commissioners’ Court, in accordance with Texas Government Code, Chapter 552.104: EXCEPTION: INFORMATIONN RELATED TO COMPETITION OR BIDDING: (A) Information is exempted from the requirements of section 552.021 if it is information that, if released, would give advantage to a competitor or Vendor. This is not a waiver of any exception to the requirements of public disclosure contained in the Texas Public Information Act including, but not limited to, trade secrets or other commercial or financial information that is made confidential by law.

TITLE TRANSFER

Title and Risk of Loss of goods shall not pass to Hood County until Hood County actually receives and takes possession of the goods, in hand received, at the point or points of delivery. Hood County shall have the right to purchase and file a security interest against all goods ordered by Vendor. Receiving times may vary with the using department. Generally, deliveries may be made between 8:30 a.m. and 4:00 p.m., Monday through Friday. Vendors are advised to consult the using department for instructions. The place of delivery shall be shown under the "Special Requirements/Instructions" section of this bid/proposal package and/or on the Purchase Order as a "Deliver To:" address.

CHANGES TO CONTRACT

No oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated in the resulting contract. All requests for changes or modifications to the contract will be made in writing to the Hood County Purchasing Office and then submitted to the Hood County Commissioners Court for approval.

PERMITS

All project related permits, fees, and licenses required by any government entity or agency are the responsibility of the vendor and shall be a part of the bid/proposal.

WARRANTIES

Vendors shall furnish all data pertinent to warranties or guarantees, which may apply to items in the bid/proposal. Vendor warranties all service fit for a particular purpose, and Vendors may not limit or exclude any implied warranties. Vendor warrants that product sold to the County shall conform to the standards established by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event product does not conform to OSHA Standards, where applicable, Hood County may return the product for correction or replacement at the Vendor's expense. If Vendor fails to make the appropriate correction within a reasonable time, Hood County may correct at the Vendor's expense.

PURCHASE ORDER AND DELIVERY

The fastest, most reasonable delivery time shall be indicated by the Vendor in the proper place on the Pricing/Delivery Information form. Any special information concerning delivery should also be included, on a separate sheet, if necessary. Vendor warrants that all items shall be free of any creditors or third-party claims against Vendor.

All items shall be shipped F.O.B. INSIDE DELIVERY unless otherwise stated in the specifications. This shall be understood to include bringing merchandise to the appropriate room or place designated by the receiving department. Every tender or delivery of goods must fully comply with all provisions of these requirements and the specifications including time, delivery and quality. Nonconformance shall constitute a breach, which must be rectified prior to expiration of the time for performance. Failure to rectify within the performance period will be considered cause to reject future deliveries and cancellation of the contract by Hood County without prejudice to other remedies provided by law. Where delivery times are critical, Hood County reserves the right to award accordingly.

PAYMENTS

Payment will be made upon receipt and acceptance by the Hood County Commissioners’ Court for completed services and/or products ordered and receipt of a valid invoice, in accordance with the Texas Government Code, Chapter 2251. Payment shall be in the form of a Check and all bids/proposals shall include shipping costs.

Successful Vendor is required to pay subcontractors within ten (10) days. Vendor warrants that in no circumstance shall Vendor allow a mechanics, materialman’s or other lien be filed against Hood County for failure to pay subcontractors, and agrees that the filing of any lien constitutes breach of contract.

TERMINATION

Hood County reserves the right to terminate the contract for default if Vendor breaches any of the terms therein, including warranties of Vendor or if the Vendor becomes insolvent or initiates acts of bankruptcy. Such right of termination is in addition to and not in lieu of any other remedies, which Hood County may have in law or equity.

Default may be construed as, but not limited to, failure to deliver the proper goods and/or services within the proper amount of time, and/or to properly perform any and all services required to Hood County's satisfaction and/or to meet all other obligations and requirements. Contracts may be terminated by either party without cause upon sixty

(60) days written notice to the other party unless otherwise specified.

RECYCLED MATERIALS

Hood County encourages the use of products made of recycled materials and shall give preference in purchasing to products made by recycled materials if the products meet applicable specifications as to quantity and quality. Hood County will be the sole judge in determining product preference application.

SCANNED OR RE-TYPED RESPONSE

If in its bid/proposal response, Vendor either electronically scans, re-types, or in some way reproduces the County's published bid/proposal package, then in event of any conflict between the terms and provisions of the County's published specifications, or any portion thereof, and the terms and provisions of the response made by Vendor, the

County's bid/proposal specifications as published shall govern. Any interlineation, alteration, or erasure made before receiving time must be initialed by the signer of the proposal, guaranteeing authenticity. Furthermore, if an alteration of any kind to the County's published bid/proposal specifications is only discovered after the contract is executed and is or is not being performed, the contract is subject to immediate cancellation.

PUBLISHED SPECIFICATIONS

If, in its response, Vendor makes any changes whatsoever to the County's published specifications, the County's bid/proposal specifications as published shall govern.

Furthermore, if an alteration of any kind to the County's published bid/proposal specifications is only discovered after the contract is executed and is or is not being performed, the contract is subject to immediate cancellation.

INTERPRETATIONS, CORRECTIONS, OR CHANGES

Any interpretations, corrections or changes to a Request For Bid/Proposal will be considered for award. Vendors taking exception to the specifications, or offering substitutions, shall state these exceptions in the section provided or by attachment as part of the bid/proposal. The absence of such a list shall indicate that the Vendor has not taken exceptions and shall hold the Vendor responsible for performing in strict accordance with the specifications on the invitation. Hood County Commissioners’ Court reserves the right to accept or reject, any, all, or none of the exception(s) and/or substitution(s) as they deem to be in the best interest of the County.

TEXAS HOUSE BILL 89 BOYCOTT OF ISRAEL

The submitting Company (Vendor) agrees, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270, that the Company does not boycott Israel currently;

and will not boycott Israel during the term of the contract.

Pursuant to Section 2270.001, Texas Government Code:

"Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and "Company" means a for-profit sole proprietorship, organization, association, corporations, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

TX SENATE BILLS 13 & 19 BOYCOTT OF ENERGY COMPANIES AND

DISCRIMINATION AGAINST FIREARM ENTITIES/ASSOCIATIONS

The submitting Company agrees, under the provisions of Subtitle F, Title 10, Government Code Chapters 2274 and 2276, that it does not, and will not for the duration of the contract and extensions, boycott energy companies; and does not, and will not for the duration of the contract and extensions, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association.

Pursuant to Sections 2274 and 2276, Texas Government Code: Applies to companies with 10 or more full-time employees and contracts that have a value of $100,000 or more to be paid wholly or partly from public funds, unless the company has provided verification required by Texas Government Code that it does not apply to this contract.

Rev February 2024