1-RFP 011326-893 Charter Bus Services Bid Packet.pdf

Request for Proposals (RFP) # 011326-893

Charter Bus Services

Due Date: Wednesday, April 8, 2026 @ 10:00 A.M.

Donna Independent School District Request for Proposal #011326-893

Charter Bus Services Due Date: Wednesday, April 8, 2026 @ 10:00 A.M.

The Donna I.S.D. is requesting bids for discount proposals to be offered off your printed catalog price for the 2026-2027 school year for Charter Bus Services. Purchases will be made on selection, service and price. The term of this bid is effective September 1, 2026 through August 31, 2027 following school board approval;

with the option to extend up to two (2) additional year periods if all parties are in agreement.

Donna ISD must adhere to State Purchasing Laws and competitively procure for purchases of goods and services. One method to seek bids and proposals for good and services is for the district to issue a "discount from your catalog list" bid in order to establish an awarded vendor list from which the District employees can purchase from on an as needed basis. It is the intent to award this bid to multiple vendors. This will give district employees the flexibility to contact the vendors who have the best value for a particular item. Therefore, if you would like to do business with Donna ISD you must complete and return this bid. Discount prices will include all shipping and handling charges, F.O.B. Destination, unless otherwise noted or unless other terms have been negotiated. The District does not guarantee any quantities that will be purchased as a result of this Request for Proposal.

No verbal responses or bids submitted through email will be accepted.

Proposals received after the deadline will be rejected. All proposals will be unsealed electronically on the due date and time and reviewed. No immediate decisions shall be rendered concerning the submitted proposals. Donna Independent School District reserves the right to reject any and all proposals. If you are not able to upload your bid to Bonfire, you can hand deliver or mail in your bid to the Donna ISD Purchasing Dept.

If your bid packet cannot be uploaded on the bonfire site you may mail or hand-deliver your sealed proposal to the below mentioned address. Please state the RFP # and your company name on the front of your sealed proposal.

Contact Information Contact Person: Xavier Garza, Senior Purchasing Specialist

Address: 116 N. 10th St.

Donna, TX. 78537

Phone: (956) 464-1620 Email: xfgarza@donnaisd.net

The District cautions respondent to ensure actual delivery and receipt of mailed or hand-delivered proposals to the District, at the address above, prior to the response deadline. The District will in no way be responsible for delays caused by any occurrence.

BID DATE:

All proposals are due: Wednesday, April 8, 2026 @ 10:00 A.M.

Instructions to Proposers

INSTRUCTIONS TO PROPOSERS

This portion of the RFP includes instructions on the format proposers must follow in preparing and submitting their quotes. It further identifies how questions can be raised and will be addressed.

Compliance with Specifications Proposers are required to respond to all requests identified in this RFP and indicate their acceptance or objection to the terms of the RFP and the terms of the Agreement. Any exceptions to the terms and conditions in the RFP or the Agreement must be clearly identified. Each proposer, by making its quotes, represents that the proposer has read and understands the RFP and the Agreement.

Required Proposal Format

The forms included in the Packet must be completed and signed.

References The District may contact with respect to your firm’s work performance within the past five years. For each reference, include a contact in both the client’s Finance and Legal areas:

• name of client

• your firm’s role with client

• name/title of contact persons

• phone numbers/email addresses

Addendum Any interpretations, corrections, additions, or changes to this RFP will be communicated to proposers by the issuance of an addendum. It is the responsibility of the proposer, prior to submitting the proposal, to determine whether an addendum was issued. All proposers shall comply with the requirements specified in any addendum issued by DISD.

Disqualification A proposer may be disqualified before or after the sealed quotes are opened, upon evidence of collusion with the intent to defraud, or evidence of intent to perform other illegal activities for the purpose of obtaining an unfair competitive advantage.

Environmental Initiatives DISD is committed to reducing waste and promoting energy conservation. Toward that end, proposers responding to this solicitation are encouraged to provide their company's environmental policy and green initiative.

Interpretation This solicitation represents the basis for any award and supersedes all prior offers, negotiations, exceptions and understandings (whether orally or in writing). Submitted quotes should be self-explanatory and should not require any clarification or additional information.

No Return of Quotes; Withdrawal of Quotes Once submitted, DISD will not return quotes to proposers. A proposal that has been submitted may be withdrawn prior to the deadline for submission of proposals.

Non-Collusion Statement Proposers are required to certify a Non-Collusive Statement. Proposers are required to state the party submitting a proposal or bid, that such proposal or bid is genuine and not collusive or sham; that proposer has not colluded, conspired, connived or agreed, directly or indirectly, with an entity or person, to put in a sham proposal or bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person, to fix the proposal price or of any other proposer, or to fix any overhead, profit or cost element of said proposal price, or of that of any other proposer, or to secure any advantage against DISD or any person interested in the proposed contract, and that all statements in said proposal or bid are true.

Open Records Policy DISD is a governmental body subject to the Texas Public Information Act. Proposals submitted to DISD as a result of this solicitation may be subject to release as public information after contracts are executed or the procurement is terminated. If a proposer believes that its response, or parts of its response, may be exempted from disclosure under Texas law, the proposer must specify page-by-page and line-by-line the parts of the response which it believes are exempt. In addition, the proposer must specify which exception(s) to the Texas Public Information Act are applicable and provide detailed reasons to substantiate the exception(s). Vague or general claims to confidentiality will not be accepted. DISD assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by proposers.

Preferences DISD may apply applicable preferences for Texas resident proposers in the event of a tie bid.

Preferences must be explicitly claimed by proposer and may not be applicable in procurements and/or contracts involving federal funds unless the procurement and/or contract involves unprocessed locally grown or locally raised agricultural products for use by DISD in a Child Nutrition Program. See Texas Government Code§§ 2252.001 - .004; 2 C.F.R. § 200.319.

Responsible Vendor A responsible vendor is a vendor who has adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the items listed herein.

Responsive Proposal Proposals shall be deemed responsive if they comply with all material and administrative aspects of this solicitation.

Similar Products Whenever an article or material is defined by DISD in this solicitation by describing a proprietary product or by using the name of a manufacturer or brand name, the term "or equal" if not inserted shall be implied (as applicable). The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design and efficiency (as applicable).

DISD is tax-exempt

DISD is tax-exempt. Proposal prices should not include taxes.

Sole Source In order to become a Sole Source Vendor, a proposer must meet the requirements of Texas Education Code § 44.031 (j) Sole Source, as described below.

Selected purchases may be exempt from competitive procurement if they meet the established criteria for a sole source purchase:

Identification and confirmation that competition in providing the item or product to be purchased is precluded by the existence of a patent, copyright, secret process or monopoly

Identification and confirmation that the product is a film, manuscript, book, utility service (including electricity, gas, or water), or a captive replacement part or component for equipment

Sole source does not apply to mainframe data-processing equipment and peripheral attachments with a single item purchase price in excess of $15,000.

It is incumbent upon the Department to obtain and retain documents from the proposer which clearly delineate the reasons that qualify the purchase to be made on a sole source basis. In order to do business with DISD as a Sole Source Vendor, DISD must receive a notarized Sole Source Affidavit along with proof of your company qualifying as a sole source.

Please mail this information to:

Donna Independent School District Attn: Purchasing Office 116 N. 10th St.

Donna, Texas 78537

DISD reserves the right to decide if your company is a qualified Sole Source Vendor.

Conflict of Interest (CIQ Form - must be filled out and attached to proposal in the Response

Donna Independent School District (DISD) is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. House Bill 23 significantly changed Chapter 176 as well as the required disclosures and the corresponding forms. As of September 1, 2015, any vendor who does business with DISD or who seeks to do business with DISD must bill out the new Conflict of Interest Questionnaire (CIQ) whether or not a conflict of interest exists. A conflict of interest exists in the following situations:

1) If the vendor has an employment or other business relationship with a local government officer of DISD or a family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or

2) If the vendor has given a local government officer of DISD, or a family member of the officer, one or more gifts with the aggregate value of $100, excluding any gift accepted by the officer or a family member of the officer if the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a guest; or

3) If the vendor has a family relationship with a local government officer of HCDE.

"Vendor" means a person who enters or seeks to enter into a contract with a local governmental entity.

The term includes an agent of a vendor. The term includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries. Texas local Government Code 176.001(7).

"Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or

(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local Government Code 176.001(3).

"Family relationship" means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a).

"Local government officer" means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator, president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4).

DISD Board of Trustees and Superintendent include:

Jose Rogelio Reyna Jr., President Ida M. Garcia,Vice-President Eloy Avila, Secretary Fernando Castillo, Member

Jose L. Valdez, Member Dr. Maricela Valdez, Member Eva Castillo Watts, Member Dr. Angela Dominguez, Superintendent of Schools

If no conflict of interest exists, you must fill out Box 1 and type N/A on Box 3 of the CIQ form, sign and date it.

In the event of changed circumstances, an updated CIQ must be filed within seven (7) business days after the vendor becomes aware a conflict of interest exists.

EDGAR Conflict of Interest Requirements

In accordance with federal EDGAR requirements, 2 CFR § 318(c)(1), no employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.

The officers, employees, and agents of DISD may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, through DISD's written procedures, DISD has set a de minimis amount of less than $50 per year for items that are unsolicited and of minimal value and promotional items.

Violations of this standard by an employee will be reported to the Superintendent's Office and addressed through DISD's personnel policies. Violations of this standard by an officer or the Superintendent shall be addressed to the Board President and addressed through DISD Board policies.

Certificate of Interested Parties (Form 1295 - must be filled out electronically with the Texas Ethics

Commission's online filing application and attached to proposal.

DISD is required to comply with House Bill 1295 (84th Leg. Session), which amended the Texas Government Code by adding Section 2252.908, Disclosure of Interested Parties. Section 2252.908 prohibits DISD from entering into a contract resulting from this RFP with a business entity unless the business entity submits a Disclosure of Interested Parties (Form 1295) to HCDE at the time business entity submits the signed contract. Effective January 1, 2018, the Form 1295 requirement does not apply to: (1) a contract with a publicly traded business entity or wholly owned subsidiary of the same; (2) an electric utility; or (3) a gas utility. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Texas Ethics Commission. The following definitions apply:

(1) "Business Entity" means an entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation. TEX. GOV'T CODE § 2252.908(1).

(2) "Interested Party" means a person:

a) who has a controlling interest in a business entity with whom DISD contracts; or

b) who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity. TEX. GOV'T CODE §2252.903(3).

(3) "Controlling interest" means:

a) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent;

b) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or

c) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. Subsection

(c) does not apply to an officer of a publicly held business entity or its wholly owned subsidiaries.

TEX. ETHICS COMM. RULE 46.3(c).

(4) "Intermediary" means a person who actively participates in the facilitation of the contract or negotiating the contract, including a broker, adviser, attorney, or representative of or agent for the business entity who:

a) receives compensation from the business entity for the person's participation;

b) communicates directly with the governmental entity or state agency on behalf of the business entity regarding the contract; and

c) is not an employee of the business entity. TEX. ETHICS COMM. RULE 46.3(e).

As a "business entity," all vendors must:

(1) complete Form 1295 electronically with the Texas Ethics Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/whatsnew/elf_info_forn1295.htn - All vendors must complete Form 1295, even if no interested parties exist

- In Section 2, insert "Donna Independent School District"

- In Section 3, insert the DISD RFP # for this proposal

(2) print a copy of the completed form (make sure that it has a computer-generated certification number in the

"Office Use Only" box)

(3) have an authorized agent of the business entity sign the form

(4) notarize the form (not required after January l, 20l8)

(5) submit the completed Form 1295 by attaching the form to your proposal in the Response Attachment

DISD must acknowledge the receipt of the filed Form 1295 by notifying the Texas Ethics Commission of the receipt of the filed Form 1295 no later than the 30th day after receipt by DISD. After DISD acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website with seven business days after receiving notice from DISD.

General Terms & Conditions

GENERAL TERMS AND CONDITIONS

The words "bids," "requests for proposals," "quotes," "RFPs," "solicitation," "procurement," and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, requests for proposals, quotes, competitive sealed proposals, and other procurement solicitations to which they are attached. The term "Vendor" means each awarded vendor chosen by DISD.

These General Terms and Conditions are part of the final contract in each commodity and/or service contract and are part of the terms and conditions of each purchase order or other bid/proposal forms issued in connection with this solicitation.

Proposers are responsible for identifying any exceptions to these terms and conditions.

ANY EXCEPTIONS MUST BE NOTED IN THE "SUPPLIER NOTES TO BUYER SECTION" OF THE EBID SYSTEM.

Proposals that are qualified with conditional clauses, items not called for, or other irregularities may be considered non-responsive by DISD and eliminated from further consideration by DISD.

This Agreement is entered into between Donna Independent School District ("DISD") and Vendor, having submitted a proposal in response to a procurement solicitation issued by DISD and whose proposal has been accepted and awarded by DISD. In consideration of the mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DISD and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

Agreement Terms; Amendment The terms of this Agreement shall govern all procurements conducted hereunder. No pre- published terms on the Vendor's order acknowledgments, invoices, or other forms shall have any force or effect. Further, no amendment of this Agreement shall be permitted unless first approved in writing by DISD, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by DISD's Superintendent or its Chief Financial Officer (or their designees) after any necessary approvals have been obtained from the DISD Board of Trustees.

Assignment of Agreement Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of DISD. Any attempted assignment of this Agreement by Vendor shall be null and void. Any purchase or work order made as a result of this Agreement may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of DISD. Vendor is required to notify DISD when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

Captions The captions herein are for convenience and identification purposes only, are not an integral part hereof, and are not to be considered in the interpretation of any part hereof.

Catalog Discounts In the event of a catalog discount type proposal, Vendor may be allowed to make addition and/or deletions from Vendor's offerings on an annual basis during the Agreement renewal period, in DISD's sole discretion, provided the item(s) substituted are of a like quality and category. These changes will be compliant with the format of Vendor's original proposal (i.e. manufacturer name, product category, or entire catalog discount). DISD will send notification to Vendor(s) seeking any additions and/or deletions, and Vendor will return these proposed changes on company letterhead within the given timeframe. If DISD, in its sole discretion, accepts Vendor's proposed changes, such changes will remain in effect for the entire year until the next renewal period.

Certifications Vendor hereby certifies that it is not a company identified on the Texas Comptroller's list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Vendor further certifies and verifies that neither Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any (the "Vendor Companies"), boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term "boycott" shall mean and include terminating business activities or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory.

Vendor certifies and agrees that it shall not assist an employee, contractor, or agent of DISD or of any other school district in obtaining a new job if the Vendor knows, or has probable cause to believe, that the individual engaged in sexual misconduct regarding a minor or student in violation of the law. Routine transmission of an administrative or personnel file does not violate this prohibition. See DISD Policy CJ (Legal) and (Local).

Compliance with Laws Vendor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations, the Davis-Bacon Act (40 U.S.C. § 276a I 29 CFR Part 5), the Copeland "Anti- Kickback" Act (18 U.S.C. § 874 I 29 CFR Part 5), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 I 41 CFR Chapter 60), the McNamara-O'Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h, Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15), the Contract Work Hours and Safety Act (40 U.S.C. § 3701- 3708; 29 C.F.R. Part 5), the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), the Education Department General Administrative Regulations, 2 C.F.R.

Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81 ("EDGAR"), mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94- 163, 89 Stat. 871), and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights and those mandated by federal agencies ma king awards of federal funds to DISD. Vendor understands that Vendor is ineligible to receive a contract award with DISD if Vendor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689) or is 30 days or more delinquent in paying child support (Tex. Fam. Code § 231.006). For the entire duration of this Contract, Vendor and all subcontractors shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Contract. Vendor must comply with all state and local building code requirements unless otherwise specifically provided in the DISD's Purchase Order, and Vendor must pay all fees and charges for connections to outside services and for use of property outside the project site.

When required or requested by DISD, Vendor shall furnish DISD with satisfactory proof of Vendor's compliance with this provision.

Confidentiality Vendor and DISD agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. Vendor and DISD understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable. Vendor also acknowledges that DISD is subject to the Texas Public Information Act, and Vendor waives any claim against and releases from liability DISD, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Agreement or otherwise created, assembled, maintained, or held by Vendor and determined by DISD, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act.

Contract Term The initial term of the Agreement is for a period of one (1) year, with DISD having the option to renew the Agreement for two (2) additional years in one (1) year increments. Consequently, the total term of the Agreement may be for a period of three (3) years. The phrase "Term" in this Agreement shall mean the then- current Term of the Agreement, whether the initial term or a renewal term.

Criminal History Review (SB 9 Contractor Certification: Contractor Employees Form; SB 9 Contractor Certification: Subcontractor Form - must be filled out and attached to proposal in the Response Attachment section, if applicable)

Prior to commencing any work under the Agreement, if Vendor contracts with DISD to provide services, Vendor must certify, on the form provided herein, that for each covered employee of Vendor who will have direct contact with students, Vendor has obtained, as required by Texas Education Code Section 22.0834: (a) state criminal history record information from a law enforcement or criminal justice agency or a private entity that is a consumer reporting agency governed by the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.) for each covered employee of Vendor employed before January 1, 2008; and (b) national criminal history record information for each employee of Vendor employed on or after January 1, 2008. Vendor must also obtain similar certifications of compliance with Texas Education Code Chapter 22's requirements from any subcontractors on the form provided herein. Covered employees with disqualifying criminal history are prohibited from serving at DISD; Vendor and any subcontracting entity may not permit a covered employee to provide services at a school if the employee has been convicted of a felony or misdemeanor offense that would prevent a person from being employed under Tex. Educ.

Code § 22.085(a) (i.e., Title 5 felony or an offense requiring registration as a sex offender and victim was under 18 years of age or was enrolled in a public school at the time the offense occurred).

Covered employees do not include employees of a contracting or subcontracting entity that is providing engineering, architectural, or construction services on a project to design, construct, alter, or repair a public work if: (1) the public work does not involve the construction, alteration, or repair of an instructional facility as defined by Texas Education Code Section 46.001; (2) the employee's duties will be completed more than seven (7) days before a new instructional facility will be used for instruction; or (3) for an existing instructional facility, the work area contains sanitary facilities separated from all areas used by students by a fence at least six (6) feet high, and the Contractor adopts, informs employees of, and enforces a policy prohibiting employees and any subcontractor's employees from interacting with students or entering areas used by students. Tex. Educ. Code §§ 22.0834(a-1), .08341. The criminal history record information review obligation applies if Vendor contracts with DISD to provide services; it does not apply to a contract for the purchase of goods or real estate.

Customer Reference List Vendor agrees to submit a customer reference list upon request by DISD.

Customer Support Vendor shall provide timely and accurate technical advice and sales support to DISD and DISD staff.

Vendor shall respond to requests for customer support within one (l) business day after receipt of the request. Vendor shall provide training to DISD staff regarding products and/or services supplied by Vendor, at no additional charge, if requested by DISD.

Entire Agreement This Agreement, the procurement solicitation issued by DISD, and Vendor's proposal submitted in response to DISD's procurement solicitation, and the attached and incorporated addendum or exhibits, if any, contain the entire agreement of the parties relative to the purpose(s) of the Agreement and supersede any other representations, agreements, arrangements, negotiations, or understanding, oral or written, between the parties to this Agreement. In the event of a conflict between this Agreement and the procurement solicitation issued by DISD or Vendor's proposal submitted in response to DISD's procurement solicitation, this Agreement shall control. In the event of a conflict between the procurement solicitation issued by DISD and Vendor's proposal submitted in response to DISD's procurement solicitation, DISD’s procurement solicitation shall control. This Agreement supersedes any conflicting terms and conditions on any purchase or work orders, invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which may be issued by Vendor after the Effective Date of this Agreement.

Equal Opportunity It is the policy of DISD not to discriminate on the basis of race, color, National origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of this Agreement shall contain a provision requiring non-discrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Agreement.

Force Majeure Neither DISD or Vendor shall be deemed to have breached any provision of this Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond such party's control.

The parties to this Agreement are required to use due caution and preventive measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other party in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the Agreement has not been terminated. Delay or failure of performance, by either party to this Agreement, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. Neither party shall have any claim for damages against the other resulting from delays caused solely by force majeure. Notwithstanding any other provision of this Agreement, in the event the Vendor's performance of its obligations under this Agreement is delayed or stopped by a force majeure event, DISD shall have the option to terminate this Agreement. This section shall not be interpreted as to limit or otherwise modify any of DISD's contractual, legal, or equitable rights.

Governing Law and Venue The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Agreement. The mandatory, exclusive jurisdiction for any dispute under this Agreement is in the state and federal courts located in Hidalgo, County, Texas.

DISD Property In the event of loss, damage, or destruction of any property owned by or loaned by DISD that is caused by Vendor or Vendor's representative, agent, employee, or contractor, Vendor shall indemnify DISD and pay to DISD the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of Vendor's receipt of written notice of DISD's determination of the amount due. If Vendor fails to make timely payment, DISD may obtain such money from Vendor by any means permitted by law, including, without limitation, offset or counterclaim against any money otherwise due to Vendor by DISD.

Indemnification VENDOR SHALL INDEMNIFY AND HOLD DISD HARMLESS FROM ALL CLAIMS, LIABILITIES, COSTS, SUITS OF LAW OR IN EQUITY, EXPENSES, ATTORNEYS' FEES, FINES, PENALTIES OR DAMAGES

ARISING FROM THE ACTS OR OMISSIONS OF VENDOR, VENDOR'S EMPLOYEES, AGENTS, OR

SUBCONTRACTORS, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHT OR

OTHER CORRESPONDING RIGHT(S) WHICH IS RELATED TO ANY

ITEM VENDOR IS REQUIRED TO DELIVER. Vendor's obligations under this clause shall survive acceptance and payment by DISD.

Insurance Vendor is required to provide DISD with copies of certificates of insurance, naming DISD as an additional insured, for Texas Workman's Compensation and General Liability Insurance. Certificates of Insurance, name and address of Vendor, the limits of liability, the effective dates of each policy, and policy number shall be delivered to DISD prior to commencement of any work under this Agreement. The insurance company insuring Vendor shall be licensed in the State of Texas and shall be acceptable to DISD. Vendor shall give DISD a minimum of ten (I0) days' notice prior to any modifications or cancellation of said policies of insurance. Vendor shall require all subcontractors performing any work under or relating to this Agreement to maintain coverage as specified below.

Minimum Insurance Requirements

• Vendor shall, at all times during the Term of this Agreement, maintain insurance coverage with not less than the type and requirements shown below. Such insurance is to be provided at the sole cost of Vendor. These requirements do not establish limits of Vendor’s liability.

• All policies of insurance shall waive all rights of subrogation against DISD, its officers, employees, and agents.

• Upon request, certified copies of original insurance policies shall be furnished to DISD.

• DISD shall be named as an "additional insured" on all insurance policies.

• DISD reserves the right to require additional insurance should DISD deem additional insurance necessary, in DISD's sole discretion.

A. Workers' Compensation (with Waiver of subrogation to DISD) Employer's Liability, including all states, U.S. Longshoremen, Harbor Workers and other endorsements.

B. Statutory, and Bodily Injury by Accident: $100,000 each employee.

C. Bodily Injury by Disease: $500,000, policy limit $100,000 each employee. Commercial General

Liability Occurrence Form including, but not limited to, Premises and Operations, Products Liability Broad Form Property Damage, Contractual Liability, Personal and Advertising Injury Liability and where the exposure exists, coverage for watercraft, blasting collapse, and explosions, blowout, catering and underground damage.

• $300,000 each occurrence Limit Bodily Injury and Property Damage combined

• $300,000 Products-Completed Operations Aggregate Limit $500,000 per Job Aggregate

• $300,000 Personal and Advertising Injury Limit

D. Automobile Liability Coverage

• $300,000 Combined Liability Limits Bodily Injury and Property Damage Combined.

Interpretation Vendor agrees that the normal rules of construction that require that any ambiguities in this Agreement are to be construed against the drafter shall not be employed in the interpretation of this Agreement.

Invoices - Payments Invoices shall be directed to DISD's Accounts Payable Department. All invoices shall be itemized to include the type of good(s) and/or service(s) rendered. Vendor shall submit invoices within a timely manner during DISD's fiscal year in which the good(s) and/or services are purchased. In accordance with Texas Government Code § 2251.021, payments are due to Vendor within forty-five (45) days after the later of the following: (1) the date DISD receives the goods under the Agreement; (2) the date the performance of the service under the Agreement is completed; or (3) the date DISD receives an invoice for the goods or service. Vendor agrees to pay any subcontractors, if any, the appropriate share of the payment received from DISD not later than the tenth (10th) day after the date Vendor receives the payment from DISD. The exceptions to payments made by DISD and/or Vendor listed in Texas Government Code § 2251.002 shall apply to this Agreement.

IRS W-9

In order to receive payment under this Agreement, Vendor shall have a current I.R.S. W-9 Form on file with DISD.

Multiple Contract Awards; Non-Exclusivity DISD reserves the right to award multiple contracts for each commodity category. Commodity categories are established at the sole discretion of DISD. Nothing in this Agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to DISD.

During the Term of this Agreement, DISD reserves the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor.

New Products New products that meet the specifications detailed in the solicitation may be added to this Agreement, with prior written approval from DISD. Pricing of any new products shall be equivalent to the percentage discount or proposed prices for other similar products. Vendor may replace or add products to an existing contract if: the replacing products are equal to or superior to the original products offered; are discounted in a similar or to a greater degree; and the products meet the requirements of the original solicitation. No products may be added to avoid competitive procurement procedures. DISD may reject any proposed additions, without cause, in its sole discretion.

No Substitution Any order issued pursuant to this Agreement shall conform to the specifications and descriptions identified in this Agreement and in the solicitation. Unless otherwise agreed to in advance by DISD, Vendor will not deliver substitutes without prior authorization from DISD.

No Agency or Endorsements DISD and Vendor are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party. This Agreement shall not be construed or deemed an endorsement of a specific company or product. It is the intention of the parties that Vendor is independent of DISD and is not an employee, agent, joint venturer, or partner of DISD, and nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between DISD and Vendor or DISD and any of Vendor's agents. Vendor agrees that DISD has no responsibility for any conduct of any of Vendor's employees, agents, representatives, contractors, or subcontractors.

Non-Appropriation Clause Renewal of this Agreement, if any, will be in accordance with Texas Local Government Code §271.903 concerning non-appropriation of funds for multi-year contracts. Notwithstanding any other provision of this Agreement or obligation imposed on DISD by this Agreement, DISD shall have the right to terminate this Agreement without default or liability to Vendor resulting from such termination, effective as of the expiration of each budget period of DISD if it is determined by DISD, in DISD's sole discretion, that there are insufficient funds to extend this Agreement. The parties agree that this Agreement is a commitment of DISD's current revenue only.

Notice Any notice provided under the terms of this Agreement by either party to the other shall be in writing and shall be given by hand-delivery or by certified or registered mail, return receipt requested. Notice shall be sufficient if made or addressed to the address listed in the signature line of this Agreement. Notice shall be deemed effective upon receipt. Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified or registered mail, return receipt requested.

Penalties If Vendor is unable to provide the goods or services at the prices quoted in Vendor's proposal or if Vendor fails to fulfill or abide by the terms and conditions of the Agreement, DISD may take the following action(s), in DISD's sole discretion, and Vendor agrees to comply with DISD's action(s):

(a) insist that Vendor honor the quoted price(s) specified in Vendor's proposal;

(b) have Vendor pay the difference between Vendor's price and the price of the next acceptable proposal (as determined by DISD);

(c) have Vendor pay the difference between Vendor's price and the actual purchase price of the good or service on the open market; and/or

(d) recommend to DISD's Board of Trustees that Vendor no longer be given the opportunity to submit a proposal to DISD and/or that this Agreement be terminated.

Performance Vendor agrees to use best efforts to provide the good(s) and/or service(s) subject to this Agreement.

Prevailing Wage Rates Vendor and all subcontractors of Vendor shall comply with all laws regarding wage rates including, but not limited to, Texas Government Code Chapter 2258 and any related federal requirements applicable to this Agreement and to this solicitation by DISD.

Prices All prices in Vendor's proposal shall be firm for the Term of the Agreement. All price changes shall be presented to DISD for acceptance or rejection by DISD, in its sole discretion, using the same format as was accepted in Vendor's original proposal; all price changes for goods and/or services provided under this Agreement must be approved, in writing, by DISD prior to taking effect. The following documentation shall be provided to support a request for a price change: justification for change/increase; terms and conditions; market conditions; manufacturers/distributors' impact (if any).

Quantities Because all commodities will be provided on an "as needed" basis, DISD makes no representation either orally or in writing to the amount of commodities, services, or related items DISD will use during the Term of the Agreement.

Records Retention Vendor shall maintain its records and accounts in a manner that shall assure a full accounting for all goods and/or services provided by Vendor to DISD under this Agreement. These records and accounts shall be retained by Vendor and made available for audit by DISD for a period of not less than three (3) years from the date of completion of the services, receipt of the goods, or the date of the receipt by DISD of Vendor's final invoice or claim for payment in connection with this Agreement, whichever is later. If an audit has been announced, Vendor shall retain its records and accounts until such audit has been completed.

When federal funds are expended by DISD pursuant to this Contract, Vendor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. Vendor further certifies that Vendor will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or sub grantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Right to Audit DISD, upon written notice, shall have the right to audit all of Vendor's records and accounts relating to this Agreement. Records subject to audit shall include, but are not limited to, records which may have a bearing on matters of interest to DISD in connection with Vendor's work for DISD and shall be open to inspection and subject to audit and/or reproduction by DISD or its authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

(a) Vendor's compliance with this Agreement and the requirements of the solicitation,

(b) compliance with DISD procurement policies and procedures,

(c) compliance with provisions for computing billings to DISD, and/or

(d) any other matters related to this Agreement.

Safety Vendor, its subcontractors, and their respective employees shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules, and regulations in the performance of services under this Agreement, including, without limitation, those promulgated by DISD and by the Occupational Safety and Health Administration ("OSHA"). In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by DISD. Vendor shall indemnify and hold DISD harmless from and against all claims, demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of Vendor's obligations under this provision.

Severability In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

Shipments Vendor shall ship ordered products within seven (7) working days for available goods and within four

(4) to six (6) weeks for special-order items after the receipt of the purchase order unless otherwise previously agreed to, in writing, by DISD. If a product cannot be shipped within that timeframe, Vendor shall notify DISD of the reasons why the product has not shipped and shall provide an estimated shipping date, if applicable. DISD may cancel the order if the estimated shipping time is not acceptable to DISD, in its sole discretion.

Subcontractors If Vendor uses subcontractors in the performance of any part of this Agreement, Vendor shall be fully responsible to DISD for all acts and omissions of the subcontractors just as Vendor is responsible for Vendor's own acts and omissions. Nothing in this Agreement shall create for the benefit of any such subcontractor any contractual relationship between DISD and any such subcontractor, nor shall it create any obligation on the part of DISD to pay or to see to the payment of any moneys due any such subcontractor except as may otherwise be required by law.

Taxes DISD is tax-exempt, and DISD shall not pay taxes for goods and/or services provided under this Agreement. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Agreement, including, without limitation, any federal, state, or local income, sales…