1-BH26010SH.pdf

TACOMA SCHOOL DISTRICT No. 10

Purchasing Department 3321 South Union Avenue

Tacoma, Washington 98409

(253) 571-3380

BID No. B26010SH Date: January 20, 2026

Announcement:

Sealed bids for procurement of Copy Paper will be received by the Tacoma School District No.

10, Purchasing Department, at 3321 South Union Avenue, Tacoma, WA 98409, until Thursday, February 5, 2026 at 2:00pm.

BID Contents

Section I General Information

Section II Instructions to Proposers

Section III Specifications

Section IV Bid Submittal

Section V Contractual Terms

SECTION I

GENERAL INFORMATION

1.0. Introduction

Tacoma School District prepared this BID document to procure Copy Paper for the District’s locations.

This BID contains the instructions governing the bids to be submitted by interested proposers. All proposers waive any right to claim damages of any nature, whatsoever, based upon the selection process. Proposers who submit bids that do not follow the instructions or do not provide the information requested within this BID may be subject to immediate rejection. All bids submitted shall be complete with pricing guaranteed for three

(3) months from the date of the contract.

1.1. Background/Rationale:

This BID is for Copy Paper. This contract will serve the entire district with centralized purchasing and delivery. The District reserves the right to not award an item based on the best interests of the District relative to cost and contract administration.

1.2. Invitation to Provide Bid to #B26010SH

This BID will be managed electronically using the Bonfire on-line bid site (see Section

2.1 of this BID). Interested vendors/proposers may obtain assistance for downloading BID #B26010SH from the following address, telephone, or web site:

Tacoma School District Purchasing Department 3321 South Union Avenue Tacoma, WA 98409

Shelby Heyward 253-571-3383 E-mail: sheywar@tacoma.k12.wa.us

Lori Adams 253-571-3396 E-mail: ladams1@tacoma.k12.wa.us www.tacoma.k12.wa.us/information/departments/purchasing

1.3. Key Action Dates for this BID and the Resulting Contract

Event: Date:

Release of BID Tuesday, January 20, 2026, 8am PST mailto:sheywar@tacoma.k12.wa.us http://www.tacoma.k12.wa.us/information/departments/purchasing

Last day for Vendor Questions Tuesday, January 27, 2026, 4pm PST

Answers posted to Bonfire Portal Thursday, January 29, 2026, 4pm PST

Samples Due Thursday, February 5, 2026, 2pm PST

Bids Due Thursday, February 5, 2026, 2pm PST

Awarded by Thursday, February 12, 2026, 4pm PST

Tacoma School District reserves the right to revise the above timeline as necessary.

Vendors may not proceed with any work until a Purchase Order has been issued by the Purchasing Department.

1.4. Conflict of Interest

Reference Tacoma School District Board Policies 6210 and 5251, Regulation 6210R and 5251R. Copies of these policies and regulations may be obtained from the Purchasing Department upon request.

1.5. Quality Standard

The District often uses manufacturer's brands and/or model designations as a specification standard. Brands of equal specification, quality, performance, and use will be considered providing they are approved alternates by the purchasing department.

1.6. Alternates

Proposed alternates will be considered only if they meet the specified standard in this Bid at the discretion of the district. Samples of these must be received by the due date as listed in this bid.

1.7. Delivery Method

The required method is by the truckload. The actual truckload size will be determined by the awarded vendor as per their bid. This is a dock-to-dock delivery and no lift gate required.

1.8. Delivery Schedule

This order will be for three (3) truckloads on a staggered delivery. Call Ian Emrick @ 253- 571-3390 or email at iemrick@tacoma.k12.wa.us, to schedule the date and time of deliveries. If delivery is attempted before scheduling a date and time, the delivery will be refused until such time a schedule has been set up.

The delivery address is: Purchasing Warehouse 3321 S Union Ave Tacoma, Wa 98409 mailto:iemrick@tacoma.k12.wa.us

1.9. Acceptance/Rejection

The District reserves the right to accept or reject bids, in part or as a whole, to reject any or all bids, to waive informalities, and to contract in the best interest of the District.

1.10. Addenda

Should the District consider it necessary to revise any part of this BID, an addendum will be made available to all interested parties by updates to the BID on Bonfire web site. All official clarifications or interpretations of the bid documents will be by written addenda and will also be posted on the Bonfire web site. Clarification given in any other form will be informal and unofficial.

1.11. Awards

The successful vendor(s) will be notified by the Purchasing Office following purchase approval by Tacoma School District. The District reserves the right to reject any bids, to waive any informalities, and the right to disregard all non-conforming, non-responsive, or conditional responses.

The District may conduct such investigations as it deems necessary to assist in the evaluation of any bid and to establish the qualifications, and financial ability of the vendor to supply materials and/or services to the District's satisfaction within the prescribed time.

The District reserves the right to reject the bid of any vendor which does not pass any such evaluation to the District's satisfaction. If the contract is to be awarded, the District anticipates that it will give the successful vendor a Notice of Award within seven (7) days after the Bid Due Date.

All vendor bids that have passed the initial forms compliance review shall be evaluated in accordance with the evaluation criteria outlined in this BID document (Any post-bid discussions, interviews, demonstrations, and contract award will be based upon the District has completed the evaluation process and scoring each bid using only the evaluation criteria published in this BID document.

1.12. Placement of Orders

All orders will be placed by an individual purchase order issued by the Purchasing Department. Purchase Orders will be issued to the Vendor(s) by awarded item(s).

1.13. Billing

Payment will be made from the vendor's original invoices. The purchase order number(s) must appear on the invoice(s). The itemization must show quantity, unit, name of article or description, price, and total. Payment will not be authorized until equipment and installation or services have been accepted by the District.

1.14. Rights Reserved by the Board of Directors

The Board of Directors reserves the right to reject any or all quotes and to waive informalities or irregularities in the best interest of the District will be served thereby.

1.15. Format of BID

Due to the internal purchasing policies of Tacoma School District, this on-line BID is created to determine the best supplemental materials for the District. To this end, the District requires all vendors to use the forms (attachments) provided within the BID to furnish information for evaluation. This may not be the format that is usual for the proposer or company; however, it is a requirement of this BID process.

1.16. District Background

The City of Tacoma is located on Puget Sound, the nation’s most beautiful saltwater inland sea, in the heart of the Pacific Northwest’s evergreen playground. Tacoma has an area of nearly 48 square miles including 66 miles of shoreline. Tacoma School District No. 10 is the third largest district in Washington State, serving approximately 29,000 children in -preschool through grade 12. The District consists of over 60 sites, 35 elementary schools, 11 middle schools, 7 high schools, and 6 alternative learning centers, and 5 administrative facilities. The District encompasses 56 square miles. The District has over 4,500 full and part-time employees. Please visit the following web page for more information about the District:

http://www.tacoma.k12.wa.us/information/Pages/AboutUs.aspx

1.17. Tacoma School District Not Responsible for Preparation Costs

Costs incurred by a vendor in preparation of its bid, including any travel and personal expenses, may not be charged as an expense of performing the contract awarded as a result of the vendor’s submission of the BID. The District shall not pay for costs incurred for bid or contract preparation as a result of the termination of this BID or termination of the contract resulting from this BID.

1.18. Disclosure of Bid Contents

All bids and other material submitted become the property of the District and may be returned only at the District's option. The District reserves the right to use any ideas presented in response to the BID. The District is a public entity covered by the Washington Public Records Act, Chapter 42.56 RCW, and will release records submitted to it in compliance with this Act.

1.19. Minority-Owned and Women-Owned Business Enterprises

The District encourages the participation of minority-owned and women-owned business enterprises in this bid. Further, the District encourages its proposers to provide subcontractor opportunities to minority and women-owned businesses.

1.20. Questions Received Before Opening of Bids

All questions must be submitted by Tuesday, January 27, 2026, by 4:00pm using the questions tab on the Bonfire bid page. Telephone conversations must be confirmed in writing by the interested party. There are generally two types of questions. One involves http://www.tacoma.k12.wa.us/information/Pages/AboutUs.aspx directing the questioner to the specific section of the BID where the answer may be found.

The second type of question involves clarifying or interpreting parts of the BID. Response to the second type of question will be provided to all potential vendors by written addendum posted on the Bonfire website by Thursday, January 29, 2026. No later than 4:00 pm.

1.21. Required Review

Proposers shall carefully review this solicitation for defects and questionable or objectionable material. Comments concerning any defect and/or questionable or objectionable material must be made in writing and received by the Purchasing designee at least ten (10) business days before the deadline for receipt of bids. This will allow for the issuance of any necessary amendments/addendums. It will also help prevent the opening of a defective solicitation and exposure of vendors’ bids upon which award could not be made. Protests based upon any omission, error or the content of the solicitation will be disallowed if not made in writing to the Purchasing Designee at least ten (10) business days before the deadline for receipt of bids.

Cheri Estrada Director of Purchasing 3321 S. Union Ave, Tacoma WA 98409 cestrad@tacoma.k12.wa.us

1.22. Taxes

Copy Paper purchases will be subject to Washington State sales taxes; however, do not include any taxes in your pricing submittal.

1.23. Licenses

The successful Contractor(s) shall have and maintain a valid and appropriate business license (if applicable), meet all local, state, and federal codes, and have current all required local, state, and federal licenses.

1.24. Performance

On failure of the successful proposer to furnish any articles as specified in the contract and of the quality specified, the District reserves the right to purchase the same in the open market. If a greater price is incurred, the District shall have the right to collect the difference from the successful proposer.

1.25. Installation (if applicable)

It is the responsibility of the vendor to uncrate and set in place all equipment by room location, remove all crating and packaging debris daily from premises. Vendor is responsible for protecting floors, walls, cabinetry surfacing, etc. upon installation. All equipment is to be wiped clean of dust and debris after installation.

1.26. Termination for Convenience

mailto:cestrad@tacoma.k12.wa.us

Except as otherwise provided in this Contract, the District’s Superintendent or designee may by ten (10) days written notice, beginning on the second day after the mailing, terminate this Contract in whole or in part. The notice shall specify the date of termination and shall be conclusively deemed to have been delivered to and received by the Contractor as of midnight the second day of mailing in the absence of proof of actual delivery to and receipt by the Contractor. If this Contract is so terminated, the District shall be liable only for a payment required under the terms of the Contract for services rendered or goods delivered before the effective date of termination.

1.27. Termination for Default

The District may terminate this Contract for default, in whole or in part, by written notice to the Contractor if the District’s Superintendent or designee has a A reasonable basis to believe that the Contractor has:

a. Failed to meet or maintain any requirements for Contracting with the District;

b. Failed to ensure the health or safety of any client for whom services are being provided under this Contract;

c. Failed to perform under, or otherwise breached, any term or condition of this Contract; and/or

d. Violated any applicable law or regulation.

In such event, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement Contract, e.g., cost of the competitive bid, mailing, advertising, and staff time; provided that if (i) it is determined for any reason the Contractor was not in default, or (ii) the Contractor’s failure to perform is without Contractor’s and/or subcontractor’s control, fault or negligence, then the termination shall be deemed a “Termination for Convenience.”

1.28. Notice of Termination

After receipt of a notice of termination, and except as otherwise directed by the District, the Contractor shall:

a. Stop work under this Contract on the date and to the extent specified, in the notice;

b. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for the completion of such portion of the work under the Contract that is not terminated;

c. Assign to the District, in the manner, at the times, and to the extent directed by the District, all rights, title, and interest of the Contractor under the orders and subcontracts in which case the District has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;

d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the District to the extent the District may require, which approval or ratification shall be final for all the purpose of this clause;

e. Complete performance on such part of the work not terminated by the District;

f. Take such action as may be necessary, or as the District may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the District has or may acquire an interest.

1.28. Felons Prohibited

The School District prohibits any employee of the contractor from working at a public school who has contact with children at the school during his or her employment and who has pled guilty to or been convicted of any felony relating to children.

1.29. Definitions

Board - Tacoma School District #10 Board of Directors.

Contractor - Proposer and/or vendor that is awarded the contract.

District - Tacoma School District #10.

Effective Contract Date - District’s purchase order issuance date.

Owner - Tacoma School District #10.

Proposer One who submits a bid.

School District - Tacoma School District #10.

Vendor - Another name for the Proposer.

---------- End of Section I ----------

Tacoma School District – BID # B26010SH

SECTION II

INSTRUCTIONS TO PROPOSERS

2.1. Bids

The vendor’s bid shall be submitted as described in this BID. The only information asked for will be considered as the bid. Each bidder shall bid exactly as specified herein. This BID will be managed electronically using the Bonfire on-line bid site. Proposers will need to register through the District’s website by going to https://tacoma.bonfirehub.com/portal/?tab=login

Once in Bonfire, follow the instructions and use 645 and/or 646 and/or 20372and/or 20772 as the commodity code for registration purposes.

2.2. Opening

All bids will be opened at the time and place specified. All proposers and other interested persons are invited to be present virtually. Bid responses will be electronically submitted via Bonfire to the District Purchasing Department. The submittal must be received prior to 2:00PM, Thursday, February 5, 2026.

Join Zoom Meeting https://us05web.zoom.us/j/89408389409?pwd=z5dMKJqhZjee89R44bx8k4bh0nA553.1

Meeting ID: 894 0838 9409 Passcode: 2IxrvX

2.3. Withdrawals

No proposer may withdraw a bid after the hour set for the opening thereof or before the award of the contract unless said award is delayed for a period exceeding ninety (60) days.

The bid must remain valid for at least one hundred eighty (180) days from the deadline for receipt of bids. No alteration in any of the terms, conditions, delivery, quality, quantities, or specifications of this solicitation will be considered without prior District consent.

2.4. Bid

MUST be uploaded electronically to Bonfire, if not, your bid submittal will be considered unresponsive and disqualified https://tacoma.bonfirehub.com/portal/?tab=login https://us05web.zoom.us/j/89408389409?pwd=z5dMKJqhZjee89R44bx8k4bh0nA553.1

2.5. Form and Style

A. BID responses for the signature page must use the format provided in the Attachment Section of this BID document.

2.6. Authorizing Signature

Each bid submitted shall be signed on the Signature Page Form by an official of the vendor who is authorized to bind the vendor to the terms and conditions of this BID submitted. By such signature on its bid, the vendor certifies that: it has read this Request for Bids; is authorized to bind the company or corporation; and agrees to furnish the requested equipment, software, services, and features in accordance with this BID. The Signature Page Form is available on Bonfire as Exhibit A – Signature Page Form. Must be uploaded to Bonfire. Failure to upload a completed signature page, will be considered non-responsive and may not be reviewed/evaluated.

2.7. Steps for Submission of Vendor Bid

A. Pricing Submittal: (Bid table BT-54YT) Enter a price for the item you are bidding on, minus tax. Pricing must be FOB Destination: 3321 S. Union Ave Tacoma, WA 98409.

B. The Proposer shall assume full responsibility for timely delivery at the location designated above. Bids received late or at a location other than the electronic upload to “Bonfire” will not be accepted.

C. All Vendors must provide samples as required by due date listed to be considered responsive.

---------- End of Section II ----------

SECTION III

SPECIFICATIONS FOR COPY PAPER

Order Size: The District will order three (3) truckloads of copy paper. A truckload of paper is typically 840 cases (10 reams per case) Product must be palletized.

Delivery Lead Time: Preferred: 21 calendar days or less from the date of order.

Acceptable: up to 60 calendar days or less from the date of order

Assessed Damages: Backorders of these products is unacceptable because of the cost associated with filling backorders for our customers. Damages for late delivery will be assessed as follows: Delivery after 60 calendar days will result in an assessment of 1% of the order value; delivery after 67 calendar days will result in an assessment of 2% of the order value. Any damage assessment will be deducted from the payment for that order.

Delivery after 71 days may result in contract termination.

Conflict of Interest: No director, employee, or agent of the Vendor/Contractor shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with the work, or enter into any non-consumer business arrangement with any director, employee or representative of Tacoma School District No. 10, other than as a representative of the District, without prior written notification thereof to the District.

Any representative(s) authorized by the District's Superintendent, may audit all records of the Vendor/Contractor, that pertain to the Tacoma School District, for the sole purpose of determining whether there has been compliance with this paragraph. Information obtained through this process shall be administered confidentially.

Samples: Required for this bid. We require 4 reams of the paper you are submitting the bid for so our printing and graphics department can do necessary testing before we award the bid. Samples are to be sent to 3321 S Union Ave, Tacoma, WA 98409 and due by 2:00PM, Thursday, February 5, 2026.

Acceptability: The district will not accept the Natural Choice brand or Staples standard brand

SKU# 324791

Comet Multi-Purpose Paper U31473 is an approved acceptable brand. The District reserves the right to be the sole judge of acceptability

Brand Names: Bidders are required to provide brand names and products number for each item bid.

Paper Specifications: 8 ½ x 11, 20lb Bond, 92 Brightness

Quantity: Approximate quantity per order is 2520 cases.

Award: The bid will be awarded to a single vendor.

Performance: On failure of the successful bidder to furnish any articles as specified in the contract and of the quality specified, the District reserves the right to purchase the same in the open market. If a greater price is incurred, the District shall have the right to collect the difference from the successful bidder. Poor performance, including late deliveries, may result in contract termination.

If the paper becomes unusable or causes jams in our copier fleet, the District may return it at no cost. We may also exchange it for higher-quality paper at no additional charge. If the District returns defective or damaged paper, we are not obligated to reorder from the same vendor and may purchase from the next lowest bidder.

Specifications and Samples: The District is requesting product samples to evaluate. In evaluating products, the District will consider the product's form, fit, and function, as well as overall product quality. The District has the final approval on all samples.

---------- End of Section III ----------

SECTION IV

BID SUBMITTAL

4.1 Cost.

Complete the line items costing in the Bonfire Bid Table (Bid table BT-54YT, in browser).

4.2 Signature Page

Complete via ink and/or digital signature and upload to Bonfire.

4.3 Return/Warranty Policy

Please upload your return and warranty policy for our review.

4.4 Sample

Send in 4 reams of paper of by bid due listed and address in Section III

An award, if any, will be made to the most responsive and responsible bidder whose bid is judged by the District to best fulfill the District’s requirements, as described in this bid document. All valid vendor bids will be evaluated according to the lowest cost.

---------- End of Section IV ----------

SECTION V

CONTRACTUAL TERMS

If selected by the District to provide the materials, in this BID, the District and the apparent successful proposer will enter into a Purchase order contract for the materials, determined to be provided by the proposer, incorporating services, the proposer’s responses to this BID and the following General Terms and Conditions.

Purchase Order Terms and Conditions

Assignment. Neither the District nor the Contractor shall assign this Agreement, either in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. Any assignment permitted under this clause does not relieve either party from its duties or obligations under this Agreement.

Assurances. The District and the Contractor agree that all activity according to this Agreement will be in accordance with all the applicable current federal, state, and local laws, rules, and regulations.

Background Checks. Consistent with RCW 43.43.834, the Contractor shall require each applicant for employment or volunteer who may have contact with children or vulnerable adults to disclose whether he or she has been convicted of a crime and/or had findings made against him or her in any civil adjudicative proceeding as defined in RCW 43.43.830. The Contractor shall conduct criminal background checks, including fingerprinting, in accordance with RCW

43.43.830 through 43.43.835, as now or hereafter amended, on all employees or volunteers who will or may have contact with children or vulnerable adults in the work to be performed under this Contract. According to RCW28A.400.330, the Contractor shall not permit any employee, subcontractor, intern, or volunteer from performing work under this Contract who has pled guilty to or been convicted of any felony crime specified under RCW 28A.400.322 as it now exists or as hereafter amended. Failure to comply with this provision shall be grounds for the District immediately terminating the contract. The Contractor shall incorporate this requirement into every subcontract it enters relating to services with the District.

Certification Regarding Debarment, Suspension, and Ineligibility. If federal funds are expended under this Agreement, the Contractor certifies that neither it nor its principals are presently debarred, declared ineligible, or voluntarily excluded from participation in transactions by any federal department or agency.

Certification Regarding Fraud, Bribery, or Gratuity Violations. If federal funds are expended under this Contract, by signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate and the expenditures, disbursements, and cash receipts are for the purposes and objectives outlined in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information or the omission of any material fact, may subject me to criminal civil or administrative penalties for fraud, false statements, false claims, or otherwise. I agree to disclose in writing, promptly, to the District, any violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting this award; and any potential conflict in accordance with applicable Federal policy.

Confidentiality. The Contractor acknowledges that certain data, material, or information which originates from this Contract regarding students, may consist of confidential records owned by the District or confidential personally identifiable information subject to the federal Family Educational Rights and Privacy Act or other privacy laws, and that disclosure to or use by third parties would be damaging. The Contractor, therefore, agrees to hold all such material and information in strictest confidence, not to make use thereof other than for the performance of this Contract, to release it only to authorized employees and agents requiring such information and not release or disclose it to any other party. The Contractor agrees to release such information or material only to employees and agents who have signed a written agreement expressly prohibiting redisclosure.

Delivery/Shipping.

A After Receipt of Order (ARO) Lead Time Delivery time is of the essence and will be used to determine bidder responsiveness. Further, the winning bidder must meet the ARO lead time on all future orders or face possible termination for default.

B Delivery Requirements Delivery Instructions: Purchasing Warehouse, 3321 South Union Ave, Tacoma WA 98409

C Shipping Terms Unless specified otherwise in the bid document, the vendor shall ship all Products freight prepaid, FOB Purchaser’s destination. The method of shipment shall be consistent with the nature of the Products and hazards of transportation. Regardless of FOB point, Vendor agrees to bear all risks of loss, damage, or destruction of the Products ordered hereunder that occurs before acceptance, except loss or damage attributable to Purchaser’s fault or negligence; and such loss, damage, or destruction shall not release Vendor from any obligation hereunder.

After acceptance, the risk of loss or damage shall be borne by Purchaser, except loss or damage attributable to Vendor’s fault or negligence, or a defective product claim.

D Shipping Unless otherwise noted in the award document, the Contractor must ship pre-paid.

Unless otherwise noted in the bid document, all bidders are required to bid FOB destination.

E Transportation Company Bidder shall provide information to the District about any transportation companies who will perform services in fulfillment of contract requirements, including company name and address, and the nature of services to be performed.

Entire Agreement. This Agreement, including referenced exhibits, represents all the terms and conditions agreed upon by the parties. No other statements or representations, written or oral, shall be deemed a part hereof.

Ethical Conduct. The Contractor certifies that he/she/it, or his/her/its employees or agents, has not given, offered, provided, promised, pledged, or been solicited to provide anything of economic value to a District official, employee or agent, as a gift, gratuity, commission or favor that may influence the selection of the Contractor for the work to be performed under this Contract. No director, employee, or agent of the Contractor shall enter into any non-consumer business arrangement with any director, employee, or agent of the District without prior written notice to the District Superintendent or designee. Neither the Contractor nor any employee or agent of the Contractor shall participate in the performance of any duty or service in whole or part under this Contract in violation of any law, regulation, or policy that prohibits the use of public resources for political purposes.

Federal Employer Identification Number (FEIN) and State of Washington UBI#. The FEIN must be on file with the district to receive payment. Note for individuals, their Social Security Number may be substituted for the FEIIN. A UBI# can be obtained from the Department of Licensing and is required to do business in the state.

Indemnification. Each party to this Agreement (the “Indemnifying Party”) shall defend, indemnify, and hold the other party, and its officers, board members, agents, and employees, harmless from and against all claims, demands, losses, liabilities, actions, lawsuits, or expenses, including, without limitation, reasonable attorney fees, arising or resulting from, related to, or connected with, the performance of this Agreement or representations or warranties contained therein by the Indemnifying Party, including any loss, damage, corruption, or improper or unauthorized disclosure of confidential or proprietary information or data, or acts or omissions of negligence, willful misconduct, or fraud of the Indemnifying Party, or its employees or agents, to the fullest extent permitted by law and subject to the limitations provided below.

The Indemnifying Party's duty to indemnify and defend the other party shall not apply to liability for damages arising out of, caused by, or resulting from the sole negligence of the other party and its officers, board members, agents, and employees.

The Indemnifying Party's duty to indemnify the other party for liability for damages arising out of, caused by, or resulting from the concurrent negligence of each party shall apply only to the extent of negligence of the Indemnifying Party or its agents or employees.

The Indemnifying Party's duty to indemnify the other party for any liabilities or losses caused by or resulting from negligence shall apply only to the extent of the fault of the Indemnifying Party, its agents or employees, except in situations where the fault is not a requirement for liability, in which case indemnity will be provided to the extent the liability or loss was caused by the Indemnifying Party, its agents or employees.

The Indemnifying Party's duty to defend, indemnify, and hold the other party harmless as to all claims, demands, losses, and liabilities shall include the other party's personnel-related costs, reasonable attorney fees, court costs, and all related expenses.

Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the District and its agents, employees, or officials.

Claims shall include, but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, or otherwise results in an unfair trade practice or unlawful restraint of competition.

Worker’s Compensation Coverage. The Contractor shall at all times comply with all applicable worker’s compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the fullest extent applicable.

Non-Discrimination. The Contractor shall comply with all the federal, state, and local non-discrimination laws, ordinances, regulations, and policies, which are otherwise applicable to the District.

Payments. The District shall not make payments in advance or in anticipation of services or supplies to be provided under this Agreement. All payments to the Contractor are conditioned upon (1) Contractor’s submission of a properly executed and supported voucher for payment, including such supporting documentation of performance and supporting documentation of costs incurred or paid, or both as is otherwise provided for in the body of this Agreement, and (2) acceptance and certification by the BRC/program authority of satisfactory performance by the Contractor. Unless otherwise noted in this Agreement, (1) all acceptable vouchers for payment due to the Contractor shall be paid within thirty (30) calendar days of their submission by the Contractor, and (2) all expenses necessary to the Contractor’s performance of this Agreement shall be borne in full by the Contractor.

Performance: On failure of the successful bidder (Contractor) to furnish any products/materials/items as specified in the contract and of the quality specified, the District reserves the right to purchase the same in the open market. If a greater price is incurred, the District shall have the right to collect the difference from the successful bidder. Acceptance by the District of any unsatisfactory performance with or without objection or reservation shall not release the Contractor from any responsibilities imposed by the contract or by law and shall not be deemed a waiver of the right to claim damage for breach or to terminate the contract, nor constitute a waiver of requirements for satisfactory performance of any obligation remaining to be performed by Contractor.

Rights in Data and Publications. Data that is developed according to this Contract shall be “works for made for hire” as defined by the U.S. Copyright Act of 1976, as amended, and shall be deemed authored and owned by the District. Ownership includes ownership of all intellectual concepts and properties embodied in the data, the right to copyright, patent, or register data, and the right to transfer those rights.

Termination for Convenience. Except as otherwise provided in this Agreement, the District’s Superintendent or designee may, by ten (10) days written notice beginning on the second day after the mailing, terminate this Agreement in whole or in part. The notice shall specify the date of termination and shall be conclusively deemed to have been delivered to and received by the Contractor as of midnight the second day of mailing in the absence of proof of actual delivery to and receipt by the Contractor. If this Agreement is so terminated, the District shall be liable only for a payment required under the terms of the Agreement for services rendered or goods delivered before the effective date of termination.

Termination for Default. The District may terminate this Agreement for default, in whole or in part, by written notice to the Contractor if the District’s Superintendent or designee has a reasonable basis to believe that the Contractor has:

a. Failed to meet or maintain any requirements for Contracting with the District;

b. Failed to ensure the health or safety of any client for whom services are being provided under this Agreement;

c. Failed to perform under, or otherwise breached, any term or condition of this Agreement; and/or

d. Violated any applicable law or regulation.

In such event, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Agreement and the replacement Agreement, e.g., cost of the competitive bidding, mailing, advertising, and staff time; provided that if (i) it is determined for any reason the Contractor was not in default, or (ii) the Contractor’s failure to perform is without Contractor’s and/or subcontractor’s control, fault or negligence, then the termination shall be deemed a “Termination for Convenience.”

Termination. After receipt of a notice of termination, and except as otherwise directed by the District, the Contractor shall:

a) Stop work under this Contract on the date and to the extent specified, in the notice;

b) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for the completion of such portion of the work under the Contract that is not terminated;

c) Assign to the District, in the manner, at the times, and to the extent directed by the

District, all rights, title, and interest of the Contractor under the orders and subcontracts in which case the District has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;

d) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the District to the extent the District may require, which approval or ratification shall be final for all the purpose of this clause;

e) Complete performance on such part of the work not terminated by the District; and

f) Take such action as may be necessary, or as the District may direct, for the protection and preservation of the property related to this Contract that is in the possession of the Contractor and in which the District has or may acquire an interest.

Worker’s Compensation Coverage. The Contractor shall at all times comply with all applicable worker’s compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the fullest extent applicable.

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Tacoma School District – BID # B26010SH