REQUEST FOR PROPOSALS

FOR

PRE-BOND PLANNING AND COMMUNICATION SERVICES

RFP No. #26-009RFP

Manor Independent School District Purchasing Department

10335 US HWY 290E

Manor, TX 78653 Phone: 512-278-4000 Business Hours: 8:30 AM – 4:30 PM (CT) Closing Date and Time:

Monday, March 2, 2026 at 2:00 PM (CT)

Issue Date: February 9, 2026 Page 1 of 27 Pages

RFP # 26-009RFP

(Request for Proposal) “Pre-Bond Planning and Communication Services” The Proposal will be a firm offer which will be irrevocable and valid for 120 calendar days from the opening date.

Page | 1 Proposal Acknowledgement Name and Address of Bidder/Proposer: (Please Print) Company Name: Address: City/State/Zip Code: E-mail Address: Telephone# (800 # if available):

Vendor Website:

BIDDER/PROPOSER AUTHORIZED TO SIGN:

Print Name: Title: Signature: Date Revised: 01/2026

The Manor Independent School District (MISD) requests interested parties to submit proposals for Pre-Bond Planning and Communication Services. This award is contingent upon funding and no guarantee of a minimum amount of work is implied or expressed by this Request for Proposal. Services required shall be determined solely by the needs of the District.

CLOSING DATE AND TIME: The submission must be uploaded to the Euna Portal https://manorisd.bonfirehub.com/projects, (formerly known as Bonfire) and finalized prior to the closing date and time of Monday, March 2, 2026 at 2:00 PM (CT). We strongly recommend that you give yourself sufficient time and at least ONE (1) hour before the deadline to begin the uploading process and to finalize your submission.

Proposals will remain sealed until the due date and time to avoid disclosure to competing proposals. Contents of proposals will remain confidential during the negotiations period, if applicable. Only the proposal number and the identity of the Proposer(s) submitting the proposal will be made available to the public before award of the RFP. Proposals received after the Proposal due date and time will not be considered.

CONTRACT TERM: The contract shall be valid upon Board of Trustee approval for one (1) year with the option to renew for three (3) additional one (1) year periods. The District may award this RFP to a single respondent, multi-supplier award, or line item award based which provides the Best Value to the District upon the evaluation of all proposals received.

SUBMITTAL INSTRUCTIONS: Vendor submittals must be uploaded as separate, signed .pdf/xls. files using the following structure under “Required Documents”, pages 20 -23 of this RFP. Responses not submitted as specified may be deemed “non-responsive”.

VENDOR QUESTIONS: All questions regarding this Request for Proposal must be addressed in written format through the Euna Portal https://manorisd.bonfirehub.com/projects, (formerly known as Bonfire) no later than Wednesday, February 18, 2026 at 12:00 PM (CT). Response to questions will be issued in the form of an addendum and posted for viewing.

Vendors are prohibited from discussing any matters related to this formal solicitation during the District’s formal evaluation process. Any violations will result in vendor disqualification. Reference attached General Terms & Conditions.

NON-CONFORMING TERMS & CONDITIONS – Proposer’s submitting a non-conforming response that include corporate forms, brochures, or sample contract forms that do not conform to the solicitation document will be requested to withdraw non- conforming terms and conditions that do not affect the price, quality, or delivery of goods/services. If price, quality or delivery is affected, the bid/proposal will be deemed “non-responsive”. The District’s General Terms and Conditions and Statement of Work (SOW)/Specifications will take precedence over the Bidder/Proposer’s boilerplate conditions. The Offeror’s “binder”, cover letter, and/or standard statement of work, template, etc. may become a part of the Contract Documents, but the Terms and Conditions (General and Special) and Statement of Work (SOW)/Specifications of the District’s solicitation document (RFP, RFQ, IFB, etc.) take precedence.

MANDATORY FORMS

Proposers must provide the information requested on the following documents. If documents are missing or incomplete, this may result in disqualification. Please reference the forms for additional instructions.

1. PROPOSAL ACKNOWLEDGEMENT: page 1of bid packet

2. VENDOR CERTIFICATION FORM: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

3. EDGAR COMPLIANCE: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

4. FORM A – COMPANY INFORMATION: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

5. FORM B – PRICING AND SERVICE AFFIRMATION: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

6. FORM C – PRICE SHEET: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

7. FORM D – CERTIFICATION OF INSURANCE: Submit proof of Insurance.

8. FORM E – SWMVBE CERTIFICATION: Submit proof (if applicable).

9. IRS FORM W-9: Complete and submit an IRS Form W-9 (available under the Public Files Tab under the Required Forms subcategory in Euna).

10. ACKNOWLEDGEMENT OF ADDENDUM: If Addenda are issued, Respondent must complete and sign the Acknowledgement of Addendum (available under the Public Files Tab under the Required Forms subcategory in Euna).

REFERENCES

Proposers must provide the information requested on the following documents. If documents are missing or incomplete, this may result in disqualification. Please reference the forms for additional instructions.

PAST PERFORMANCE QUESTIONNAIRE: Complete, sign and submit (available under the Public Files Tab under the Required Forms subcategory in Euna).

EVALUATION FACTORS AND STATEMENT OF WORK

Proposers must provide the information requested on the following documents. If documents are missing or incomplete, this may result in disqualification. Please reference the forms for additional instructions.

All addenda that have been issued.

MANOR INDEPENDENT SCHOOL DISTRICT PURCHASING GENERAL TERMS AND CONDITIONS

The following terms and conditions are incorporated into this RFP and incorporated into any formal written agreement between MISD and the successful Proposer(s).

1. AGREEMENT AND INTEGRATION.

The Request for Proposals (“RFP”), with all Addenda, those provisions in the Vendor’s Proposal that are satisfactory to the District, and the District’s Agreement form(s), which may include, but are not limited to, a written contract, an agreement letter, and/or the applicable Purchase Order issued in connection with the Scope of Services or Goods, constitute the Contract Documents and thus the agreement between the Vendor and the District (collectively, the “Agreement”). In the event Vendor proposes an additional writing to be incorporated into the Contract Documents, the District shall have discretion to accept such inclusion following review and opportunity to amend the document or to reject its inclusion in its entirety. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY VENDOR FORM, PROPOSAL OR DOCUMENTATION, THE TERMS AND CONDITIONS OF THE AGREEMENT AS INTEGRATED ABOVE SHALL BE CONTROLLING IN ALL INSTANCES. To the extent there is any conflict between or among the documents composing the Agreement, the following hierarchy (from most to least authoritative) shall prevail: (i) District’s Agreement forms (written contract, agreement letter, and/or Purchase Order as applicable), and (ii) RFP as provided by the District, to include all Addenda, and (iii) any Proposal provisions agreed to by the District.

2. TERM. If no term is stated in the Solicitation Document, the written Contract, or the Purchase Order, unless otherwise provided or required by the District, an agreement resulting from this RFP shall be for a period of one (1) year from the Effective Date of the Agreement with an exclusive option by the District to renew on an annual basis thereafter for three (3) additional one-year terms, or as otherwise stated in the Agreement. At the District’s option, there may be an additional 90-day transitional period added to the end of the initial term or any renewal term. The Agreement prices, terms, and conditions are to remain in force during the transitional period. Any proposed changes to pricing structure and/or fees must be submitted in writing and signed by an authorized company representative no later than 120 prior to the expiration date to be considered. Within this 120 day period, the District reserves the right to negotiate or reject any or all request for rate increases. Prices will remain firm during each renewal period.

3. TERMINATION AND TRANSITION.

3.1. Non-Appropriation. In the event the term is greater than one year, or any renewal period is permitted for more than a one- year period, the District’s obligation will be subject to approval of funding at the commencement of each of the District’s budget years. Vendor agrees that the District has the continuing right to terminate the Agreement at the end of any District budget year in which funds for this Contract are not appropriated. In such event the Agreement will be terminated as soon as practicable after the determination of the need for non-appropriation. Upon the District’s Board of Trustees making such a determination the District shall provide notice to the Vendor within five (5) school business days setting a date for termination of the Agreement, which date shall be not later than thirty (30) days following the date of the Notice.

3.2. Termination Without Cause. This Agreement may be terminated by District without cause or for the District’s convenience at any time, should District’s representative, in its sole discretion, determine that it is not in District’s best interest to proceed with this Agreement. Such Notice shall be provided in accordance with the notice provisions contained in these Terms and Conditions and the termination shall be effective immediately upon delivery of notice to the Vendor, unless otherwise stated in the Notice. Unless otherwise stated in the Notice, upon receipt of such Notice, all services and/or the delivery of goods shall cease and be immediately discontinued and all materials as may have been accumulated in performing the Agreement, whether completed or in progress, shall be delivered to the District. In event of termination without cause or for the District’s convenience, the District shall pay the Vendor for services properly executed and/or goods delivered and accepted prior to the Vendor’s receipt of the District’s Notice of Termination following delivery of Vendor’s final invoice, in accordance with the payment terms of the Contract. Vendor shall not, however, be entitled to lost or anticipated profit on unperformed services or goods not delivered and accepted, nor shall Vendor be entitled to compensation for any unnecessary or unapproved work performed or goods delivered without prior approval, during time between the issuance of the District’s notice of termination and the actual termination date.

3.3. Defaults With Opportunity for Cure. Should Vendor fail, as determined by the District’s representative, to satisfactorily perform the duties set out in the Scope of Work and/or timely and satisfactorily deliver the Goods required to be delivered, comply with any covenant herein required, breaches any warranty provided herein, such failure shall be considered an Event of Default. In such event, the District shall deliver written notice of said default(s), in accordance with the Notice provisions contained in these Terms and Conditions, specifying the specific Event(s) of Default and the action necessary to cure such default(s). Vendor shall have thirty (30) calendar days after receipt of the written notice to cure such default. If Vendor fails to cure the default within such cure period, or in the District’s sole determination has taken steps reasonably calculated to cure such default, District shall have the right, without further notice, to terminate this Agreement in whole or in part as District deems appropriate, and to contract with another Vendor to complete the Scope of Services or deliver the remaining Goods as required by the Agreement. Unless multiple awards have been made for the Scope of Services or Goods to be delivered, the District shall also have the right to offset the cost of said new agreement with a new Vendor against Vendor’s future or unpaid invoice(s), subject to any statutory or legal duty, if any, on the part of District to mitigate its losses.

3.4. Termination For Cause. Upon the occurrence of one (1) or more of the following events, and following written notice to Vendor given in accordance with the notice provisions contained in this Agreement, District may immediately terminate this Contract, in whole or in part, “for cause”:

3.4.1. Vendor makes, directly or indirectly through its employees or representatives, any material misrepresentation or provides any materially misleading information to District in connection with this Agreement or its performance hereunder;

3.4.2. Vendor violates or materially fails to perform any covenant, provision, obligation, term or condition of a material nature contained in this Agreement, except those events of default for which an opportunity to cure is provided herein;

3.4.3. Vendor fails to cure, or initiate steps reasonably calculated to cure, a default as required by this Agreement, within the time period required for cure;

3.4.4. Vendor violates any rule, regulation or law to which Vendor is bound or shall be bound under the terms of this Agreement; or

3.4.5. Vendor attempts the sale, transfer, pledge, conveyance or assignment of this Agreement contrary to the terms of this Agreement.

3.4.6. Vendor ceases to do business as a going concern; makes an assignment for the benefit of creditors; admits in writing its inability to pay debts as they become due; files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue) and such petition is not dismissed within forty-five (45) days of filing; or if a receiver, trustee or liquidator is appointed for it, or its joint venture entity, or any substantial part of Vendor’s assets or properties.

3.5. Termination By Law. If any state or federal law or regulation is enacted or promulgated which prohibits the performance of any of the duties herein, or, if any law is interpreted to prohibit such performance, this Agreement shall automatically terminate as of the effective date of such prohibition.

3.6. Orderly Transfer Following Termination. Within forty-five (45) calendar days of the effective date of completion, termination or expiration of this Contract, Vendor shall submit to the District its claims, in detail, for the monies owed by the District for Services satisfactorily performed or Goods delivered and accepted under this Contract through the effective date of termination. Failure by Vendor to submit its claims within said forty-five (45) calendar days shall negate any liability on the part of the District and constitute a waiver by Vendor of any and all right or claims to collect moneys that Vendor may rightfully be otherwise entitled to for Services satisfactorily performed or Goods delivered under this Contract. Regardless of how this Contract is terminated, Vendor shall effect an orderly transfer to the District or to such person(s) or firm(s) as the District may designate, at no additional cost to District. Except as provided in the following Section 3.7, upon the effective date of expiration or termination of this Contract, Vendor shall cease all operations of Services or delivery of Goods being performed by Vendor, or any of its subcontractors, pursuant to this Contract. All completed or partially completed documents, papers, records, charts, reports, and any other materials or information produced, or provided to Vendor, in connection with the services rendered by Vendor under this Contract, regardless of storage medium, shall be transferred to the District. Such record transfer shall be completed within thirty (30) calendar days of the termination date and shall be completed at Vendor’s sole cost and expense. Payment of compensation due or to become due to Vendor is conditioned upon delivery of all such documents.

3.7. Transition Extension. Should the Agreement with the Vendor expire at the end of the initial or any renewal term or be terminated prior to the end of the then current Term, the District, at its option, shall have the right to require continued performance by the Vendor following termination or expiration for a maximum of 90-days following expiration of the then current Term, or Vendor’s receipt of the District’s Notice of Termination, in order to assure a smooth transition (“Transition

Extension”). This Transition Extension shall be subject to the same prices, terms and conditions as provided in the Contract.

3.8. Remedies. In the event of default of this Contract by Vendor, the District shall have all of, and may exercise any of its rights and remedies it may have at law or equity. In no event shall the District’s action of terminating this Contract, whether for cause or otherwise, be deemed an election of the District’s remedies, nor shall such termination limit the District’s right to seek damages from or otherwise pursue Vendor for any default hereunder or other action.

3.9. Force Majeure. If by reason of Force Majeure (i.e. acts of God, strikes, lockouts, or other industrial disturbances, or governmental action in response to a global pandemic etc.), either Party hereto shall be rendered unable, wholly or in part, to carry out its obligations under this Contract then such Party shall give notice and full particulars of Force Majeure in writing to the other Party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the Party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereafter provided, but for no longer period, and such Party shall endeavor to remove or overcome such inability with all reasonable dispatch

4. PURCHASE ORDER REQUIREMENTS.

4.1. Purchase Order Required. Purchases made as a result of an award under this RFP require the issuance of an official MISD Purchase Order from the District’s Purchasing Department. All services provided without proper issuance of a Purchase Order may be considered a donation to the District.

4.2. Changes to Purchase Order. MISD reserves the right to make changes to a Purchase Order (e.g., increase/decrease quantities, change delivery date, delivery address). Any changes to a Purchase Order shall be communicated to the Vendor by the issuance of a Purchase Order change. Only an MISD Purchasing staff member may make a change to a Purchase Order by issuing and sending an updated Purchase Order to the awarded Vendor.

4.3. Compliance with Statutory Limitations. Once the performance of the Agreement has begun, if a change in plans or specifications is necessary or if it is necessary to decrease or increase the quantity or scope of the work to be performed and/or of materials, equipment, or supplies to be furnished, the District may approve change orders making the changes. However, no change will be approved by the District unless it is in compliance with Texas Education Code Section 44.0411or its subsequent amendments and applicable MISD procedures and policies.

4.4. Authorization to Make Changes. Unless indicated otherwise in the Agreement, only the MISD Purchasing Coordinator is authorized to make changes to the Agreement. If Vendor acts on the direction of a District employee that is not authorized to make changes or obtains or receives, a modification/amendment from a District employee that is not authorized to make changes, Vendor does so at their own risk or peril. All services provided by the Vendor based on a modification document signed by an unauthorized party without may be considered to have donated the goods or services to the District. If services have not yet been performed under the modification document an attempted modification of Vendor’s Contract shall be grounds for termination for cause at the option of the District.

5. QUANTITY. This Contract is a Requirements Contract. There is no guaranteed amount of business, work, or quantities of goods or materials, expressed or implied, to be purchased, or contracted for by MISD. However, the Vendor shall furnish all required goods and/or services to the District at the stated price, when and if required by the District.

6. INVOICING AND PAYMENT FOR GOODS AND/OR SERVICES.

6.1. Invoicing and Payment. Vendor shall invoice District on or before the thirtieth (30th) day of each month, for the portions of the Goods delivered and accepted and/or Services satisfactorily performed during the prior month at rates set forth in the Contract. District shall make payment to the Vendor for amounts determined to be properly due, not later than thirty (30) days after its receipt of the Vendor’s invoice or as required by the Texas Prompt Payment Act (Chapter 2251 of the Texas Government Code) or its successor. Vendor’s invoices should be sent to: Manor Independent School District, Accounts Payable Department, 10335 US HWY 290E, Manor, Texas 78653, unless otherwise specified. Vendor’s invoices must contain the appropriate MISD Purchase Order number on the face of the invoice. Each line item on the invoice should contain the corresponding line-item number shown on the Purchase Order. Invoices submitted without the correct Purchase Order number shown may be returned to the Vendor for correction. Corrected invoices will be subject to the same payment provisions as original invoices. In the event a Vendor presents the District with invoices, statements, reports, etc. that are incomplete, inaccurate or in need of substantial internal research, such action could result in delay of payment. The District will not be responsible for any interest charges and/or late fees as a result of delayed payment due to time delays caused by inadequate or incomplete information provided in invoices by Vendor.

6.2. Interest. The maximum interest rate on any past due payments by District to Vendor shall be limited to the rate provided by Section 2251.025 of the Texas Government Code or its successor.

6.3. Discounts. Vendor may offer the District a cash discount for payment of an invoice(s) with stated discount terms. Invoices will be date and time stamped upon receipt in the Accounts Payable Department, and the cash discount, when applicable, will be calculated from the “receipt date” stamped on the invoice.

6.4. Expenses - Service Contracts. Expenses are considered included in the hourly rate or not to exceed pricing established for services, unless specifically excluded. If otherwise permitted under the Contract, Reimbursable Expenses will be itemized separately and documented by receipts for invoicing purposes.

6.5. Taxes. Invoices for Goods and/or Services shall not include Federal Excise, State or City Sales Tax for which an Independent School District is exempt under State Law. The District shall furnish a tax exemption certificate, if required.

6.6. Maximum Contract Amount Limitation. The aggregate compensation from District to Vendor for the Goods and/or Services shall not exceed the maximum figure stated in the Contract.

6.7. No Payments When In Default. Nothing in this Contract shall obligate the District to make any payments to Vendor at any time Vendor is in default under this Contract.

7. INSURANCE.

7.1. Unless otherwise agreed to by MISD, the Vendor shall carry insurance with responsible carriers acceptable to MISD rated A or better, by A.M. Best with minimum limits of liability coverage, as stated below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Vendor shall furnish certificates of insurance (Acord Form) to MISD indicating compliance with this paragraph. With no intent to limit Proposer(s) liability or the indemnification provision set forth herein, the Proposer(s) shall provide and maintain certain insurance in full force and effect at all times during the term of this agreement and any extensions thereto.

7.2. The insurance, at a minimum, must include the following coverage and limits of liability:

Worker's Compensation and Employer's Liability Employer’s Liability or other alternative replacement or substitute coverage can be used in place of Worker's Compensation. Any proposal seeking to provide non- subscriber alternative to statutory Workers’ Compensation must be reviewed and approved by the District.

[All Providers] Statutory for Worker's Compensation Bodily injury by accident $1,000,000 (each accident)

Bodily injury and property damage, combined limits of $1,000,000 each occurrence and $2,000,000 aggregate

Professional Liability/E&O Liability To Pay on Behalf of the Insured all sums by which the insured shall become legally obligated to pay as damages by reason of any act, malpractice, error, or omission in Professional Services.

[Required for Services Contracts]

$5,000,000 per Claim/Aggregate

Cyber Liability Coverage, Including:

(1) Privacy Liability;

(2) Network Security Liability;

(3)Internet Media Liability; (4) Network Extortion; and (5) Funds Transfer Fraud. Data Breach Fund & Regulatory Proceeding coverage is required & can be provided with a Sub-Limit of Liability with limits no less than $100,000 & $500,000 respectively.

[Required for Technology Contracts and Related Services]

$5,000,000 Per Claim / Aggregate

Automobile Liability Insurance (Including employer's non-ownership, hired, borrowed, leased and rented auto coverage) [All Providers] $1,000,000 combined single limit per occurrence

7.3. Form of Policies. The insurance may be in one or more policies of insurance, the form of which must be approved by the District.

7.4. Insured Parties. Each policy, except those for Workers’ Compensation, Employer's Liability, and Professional Liability, must name the District (and it's elected and appointed officials, officers, agents and employees) as Additional Insured parties on the original policy and all renewals during the term of the Contract.

7.5. Deductibles. A policy may contain deductible amounts only if the District approves the amount and scope of the deductible. Proposer shall assume and bear any claims or losses to the extent of such deductible amount and waives any claim it may ever have for the same against the District, its officers, agents, or employees.

7.6. Cancellation. Each policy must expressly state that it may not be cancelled, materially changed, or non-renewed unless thirty (30) days advanced notice of cancellation is given in writing to the District by the insurance company. Proposer shall give written notice to the District within five (5) days of the date upon which total claims by any party against Proposer reduce the aggregated amount of coverage below the amounts required by the Contract.

7.7. Subrogation. Each policy must contain an endorsement to the effect that the issuer waives any claim or right in the nature of subrogation to recover against the District, its elected and appointed officials, officers, agents or employees.

7.8. Endorsement of Primary Insurance. Each policy must contain an endorsement that such policy is primary insurance to any other insurance available to the Additional Insured with respect to claims arising hereunder and that the insurance applies separately to each insured.

7.9. Delivery of Policies. All of the insurance required to be carried by Proposer hereunder shall be by policies that give thirty

(30) days written notice to the District before they may be cancelled or materially changed. Within such thirty (30) day period, Proposer covenants that it will provide either suitable policy in lieu of those about to be cancelled or materially changed, so as to maintain in effect the coverage required. Failure or refusal of Proposer to obtain and keep in force the above required insurance coverage shall authorize the District, at its opinion, to terminate the Contract at once.

8. INDEMNIFICATION.

8.1. General Indemnification. Vendor agrees to indemnify, defend, and hold-harmless District and its past present and future trustees officers, agents, representatives and employees in their individual and official capacities (“Indemnified Parties”) from and against, any and all claims, causes of action, liability, lawsuits, judgments, costs, liens, losses, damages, expenses, fees (including reasonable attorney’s fees and costs of defense), proceedings, actions, demands of any kind and nature, including but not limited to, personal injury (including death), property damage, or other harm for which recovery of damages is sought, that may arise out of or be occasioned or caused by Vendor’s negligent act, error, or omission, misrepresentation or misconduct by Vendor or any agent, officer, representative, employee, or sub-consultant of Vendor (collectively “Vendor Affiliate”) while in the exercise of performance of the Vendor’s rights or duties under this Contract. The indemnity provided for in this paragraph shall not apply to any liability resulting from the negligence of the Indemnified Parties, in instances where such negligence causes personal injury, death, or property damage. In the event Vendor and/or a Vendor Affiliate and any Indemnified Party are found jointly liable by a court of competent jurisdiction, liability shall be apportioned comparatively in accordance with the laws of the state of Texas; without, however, waiving any governmental immunity available to the District, its employees/officials under Texas law and without waiving any defenses of the District its employees/officials under the Texas Tort Claims Act or other Texas law. Vendor shall promptly advise District, in writing, of any claim or demand against an Indemnified Party, Vendor and/or a Vendor Affiliate known to Vendor, related to or arising out of activities of Vendor and/or a Vendor Affiliate under this Contract. The provisions of this Section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. All obligations as set forth in this paragraph shall survive the completion of or termination of the Agreement. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect.

8.2. Intellectual Property Rights Indemnification. Vendor shall INDEMNIFY, DEFEND, AND HOLD HARMLESS the Indemnified Parties (as defined above) harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and costs of defense) for infringement of any patent, copyright or similar property right including, but not limited to, misappropriation of trade secrets and any infringement, by Vendor and/or a Vendor Affiliate (as defined above) in connection with any license provided, any deliverable or any service furnished hereunder, and used by either District or Vendor and/or a Vendor Affiliate within the scope of this Contract (unless said infringement results directly from Vendor’s and/or a Vendor Affiliate’s compliance written standards or specifications provided by an Indemnified Party). All obligations as set forth in this paragraph shall survive the completion of or termination of the

Agreement.

8.3. Defense Counsel. In connection with any indemnification obligation in this section, District, in its sole discretion shall have the right to approve or select defense counsel to be retained by Vendor in fulfilling its indemnity obligation hereunder, unless such right is expressly waived by District in writing. District reserves the right to provide a portion, or all of its own defense, at its own expense; however, the District is under no obligation to do so. Any such action by the District is not to be construed a waiver of Vendor’s obligation to defend District or a waiver of Vendor’s obligation to indemnify the Indemnified Parties pursuant to this Paragraph. Vendor shall retain District-approved defense counsel within seven (7) business days of the District’s written notice (or that of any other Indemnified Party) that the District, or such other Indemnified Party, is invoking its right to indemnification under this Contract. If Vendor fails to retain counsel within such time period, the District (or such other Indemnified Party) shall have the right to retain defense counsel on its own behalf, and If Vendor fails to retain counsel within such time period, the District shall have the right to retain defense counsel on its own behalf, and Vendor shall be responsible for all costs incurred by the District until such time as the Vendor provides a defense.

8.4. No Third-Party Beneficiaries. The provisions of this section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

9. DELIVERY, PACKAGING AND ACCEPTANCE OF GOODS (to the extent included in the applicable RFP and Purchase Order).

9.1. Delivery. Vendor agrees to provide Goods described in the applicable RFP and in the Purchase Order issued in connection with the award of such RFP for Goods and/or Services, F.O.B. Destination, freight prepaid as requested by the District (“Goods”). MISD may specify various and different locations within the District for destination during the term of the Agreement or any extension thereof, and prices shall make allowance for such freight contingencies. No C.O.D. shipments will be accepted. Delivery shall be made between the hours of 8:00 a.m. and 4:00 p.m. (CST/CDT) unless otherwise specified or approved in writing by the District.

9.2. Packaging. Goods shall be packed in accordance with good commercial practice, conform to common carrier requirements, and comply with any applicable specifications. Each container shall be clearly labeled with:

(a) Vendor’s name and address;

(b) Consignee’s name, address, purchase order number, and bid/RFP number;

(c) Container number and total number of containers; and

(d) Identification of the container bearing the packing slip.

Vendor shall bear packaging costs unless otherwise provided. The District’s count or weight determination shall be final for shipments lacking proper packing documentation. Goods shall include applicable operator, maintenance, and parts manuals where available.

9.3. Inspection and Acceptance. The District assumes no liability for Goods delivered in damaged or unacceptable condition. Vendor shall handle all carrier claims and promptly ship replacements at Vendor’s expense. The District retains the right to inspect Goods prior to acceptance. Acceptance shall occur only upon written acceptance by an authorized District representative. Any warranties commence upon acceptance.

10. DELIVERY OF SERVICES AND STANDARD OF CARE. (to the extent included in the applicable RFP and Purchase Order).

10.1. Delivery of Services. Vendor shall provide Services in accordance with the Scope of Work. The District is not obligated to pay for unsatisfactory Services or Services not performed in compliance with the Agreement.

10.2. Standard of Care. Vendor represents and warrants that Services shall be performed with reasonable care and skill and in a good and workmanlike manner. Professional Services shall be performed in accordance with the standard of care ordinarily exercised by similar professionals under comparable circumstances and in compliance with all applicable laws and industry standards.

11. WARRANTIES FOR GOODS AND SERVICES.

11.1. Express Warranties. Vendor expressly represents, warrants and covenants, that:

11.1.1. Vendor will devote its good faith, best efforts in provision of the Goods and/or Services.

11.1.2. Vendor has and will retain sufficient financial condition, working capital, experience, expertise, personnel, licenses, certifications, and authority to provide the Goods and/or Services, that it will provide copies of its licenses and certifications to the District upon request and will comply with the vendor ethics policies of the District.

11.1.3. The Goods furnished conform with the specifications, drawings, descriptions and that the Services promised will adequately address the Scope of Work set forth in the Contract and its exhibits, the District’s Request for Proposal for the Goods and/or Services contracted for herein, and to any sample(s) furnished by Vendor, if any, in connection with the Contract or in response to the District’s Request for Proposal.

11.1.4. The Goods and/or Services shall be delivered in compliance with all applicable laws, rules, regulations, procedures and consistent with industry standards.

11.1.5. In the event of a conflict between the specifications, drawings and descriptions of Goods to be provided, the specifications shall govern. In the event of a conflict between the Request for Proposal and the Contract, specifications, drawings and descriptions of Goods to be provided shall prevail.

11.1.6. All Goods are new and the quality of the Goods is consistent with or better than industry standard.

11.1.7. Any written warranties will commence upon written acceptance of the Goods by the District.

11.2. Implied Warranties.

11.2.1. The Goods comply with all implied warranties, including but not limited to, the implied warranty of merchantability and fitness for the particular purpose for which they were obtained. The Vendor agrees to provide the Services agreed to herein in a good and workmanlike manner.

11.2.2. No implied warranties for Goods and/or Services or provided in connection with this Contract are waived modified or excluded by any provision of this Contract, or any terms and conditions included in any document prepared by the Vendor, and any provision so intended, or interpreted shall be treated as void ab initio.

11.3. Safety Warranty and MSDS/SDS. Goods must comply with OSHA standards. Vendor shall provide applicable Safety Data Sheets (SDS/MSDS) prior to delivery.

11.4. District Review. District review or approval does not constitute a warranty of legality or suitability.

12. USE OF DISTRICT NAME OR LOGO(S). Vendor may not use the District’s official name or logo, or any phrase associated with the District, without the prior written permission from the Purchasing Coordinator.

13. AUTHORIZATION/PERMITS. The Vendor must have and maintain during the term of the Agreement current licenses, permits, fees and similar authorizations required by the City of Manor, Travis Country, and the Comptroller of the State of Texas, where applicable, to conduct business and provide awarded goods and/or services to the District. Upon the request of the District, Vendor must provide copies of all such licenses, permits and fees as being paid for type of business they are seeking to provide to the District.

14. VENDOR DOCUMENT AUDIT AND INSPECTION/RECORD RETENTION

14.1. Audits Rights. The District, or its authorized representative (including Texas Education Agency and the Comptroller General), shall be given reasonable rights to perform audits by the District’s own personnel and/or an outside firm of consultants/auditors (“Authorized Representatives”), in order to investigate the District’s claims, administration, and services, evaluate the performance of the Vendor and/or to ensure compliance with the Agreement and/or proposal response. Audits may include but are not limited to: checking Vendor’s invoices, authenticating the origin, Material Safety Data Sheet (MSDS), shelf life of products and/or other similar types of documents. The Vendor agrees to furnish the District, in a reasonable time at a mutually agreeable place, documents requested by the District to perform any such reviews or audits.

14.2. Records Retention. MISD, or its Authorized Representatives, shall be afforded unrestricted access to and be permitted to inspect and copy all Vendor’s records, which shall include but not be limited to accounting records (hard copy as well as computer readable data), correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to the Scope of Work or Specifications of the Contract and the Vendor’s performance. Vendor shall preserve all such records for a period of five

(5) fiscal years or for such longer period as may be required by law, after final payment for services or goods supplied under this Contract. . If this project is funded from contract/grant funds provided by the U. S. Government or the State of Texas, all documentation, including books, and records shall be available for review and audit by the Comptroller General of the U. S. and/or the Inspector General of the federal sponsoring agency, or the State of Texas and its duly authorized representatives.

15. CONFIDENTIAL/PROPRIETARY INFORMATION.

15.1. Confidential/ Proprietary Information Protection. Vendor understands that, during the term of this Contract, Vendor will have access to certain information belonging to the District and designated as confidential by the District or not generally known by non-District personnel (collectively, the "Confidential Information"). During the term of this Contract and at all times thereafter, Vendor shall not, without the prior written consent of the District, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than the District; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with performance of this Contract by Vendor. Vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this Contract and at all times thereafter, without the prior written consent of the District. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of the District relating to the Goods and/or Services provided to Vendor during the term of this Contract, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of the District. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with performance of this Contract by Vendor. Upon termination of this Contract, or upon request by the District, Vendor shall promptly return the Materials to the District. The Materials are included within the definition of Confidential Information.

15.2. Intellectual Property Rights. If Vendor, as part of the Scope of Work of this engagement, will be working with the District, [all references to Vendor and District in this Paragraph shall include their respective agents, employees and representatives], to create and/or develop materials or other work products, including visual, audio, written and graphic material, and all of Vendor’s contributions to the creation or development of the Resulting Work Product, (the “Resulting Work Product”), for which the Vendor will receive any consideration provided in this Contract, the Resulting Work Product, and any state or federal trademark rights, copyrights, patents or other intellectual property rights associated with the Resulting Work Product (“Intellectual Property Rights”), will at all times remain the exclusive property of the District. Vendor agrees to assist the District as in any way necessary, including executing any assignments or other documents, required to document the District’s ownership rights in the Resulting Work Product and the associated Intellectual Property Rights, as applicable; including taking any action necessary for the District to secure state or federal registration of its Intellectual Property Rights in the name of the District. No separate or additional consideration, other than the consideration paid under this Contract, will be provided by the District for any provision of any assignments or conveyance the Resulting Work Product, or of Intellectual Property Rights associated with the Resulting Work Product. The Vendor shall assure that its authorized subcontractors or agents, not under its control as employees, are aware of this provision and are contractually bound thereby.

15.3. FERPA Compliance. Vendor acknowledges that the District has a legal obligation to maintain the confidentiality and privacy of student records in accordance with applicable law and regulations, including, but not limited to the Family Educational Rights and Privacy Act (“FERPA”). Vendor agrees that, if it receives information or records concerning any student, it shall not disclose the same, except as permitted by the FERPA Statute. Vendor must comply with said law and regulations and safeguard student information. Vendor shall not disclose student information to a third party without prior written consent from the parent or eligible student. Vendor shall destroy any student information received from the District when no longer needed for the purposes of the Agreement.

16. CRIMINAL BACKGROUND CHECKS.

16.1. Unless otherwise exempt from providing such information by any provision in Texas Education Code, Section 22.0834 (the “Statute”), the Vendor agrees, that prior to commencement of its Services under this Agreement, using the form promulgated by the District or such other form approved by the District, Vendor will arrange with the District to obtain the national criminal history record information (“CHRI”) required by the Statute and provide all information required to obtain such information, including but not limited to fingerprints and photographs if required, on all of the Vendor’s employees or subcontractors’ employees, to the extent any of these persons (1) has or will have continuing duties related to the contracted for services, and (2) said person has or will have the opportunity for direct contact with students in connection with those continuing duties (hereinafter “Covered Employees”, and shall reimburse the District for the costs and expenses associated with obtaining the criminal history information.

16.2. Prior to commencement of its Services the Vendor will provide written certification to the District that either: (1) Vendor does not have any Covered Employees, as defined above or (2) has complied with the statutory and contractual requirements stated in this Section as of that date, and that it:

16.2.1. has provided all information required by the District in order to conduct the required Criminal History Records Check through the District on all Covered Employees and reimbursed the District for same and

16.2.2. has excluded any Covered Employee(s) reported by the District to have been convicted of a felony or misdemeanor offense that would prevent a person from being employed under Tex. Education Code, Section 22.085(a) (“Disqualifying Offense” from any assignment working on District premises.

16.3. Further, the Vendor agrees that if it receives information that a Covered Employee is arrested or convicted of a Disqualifying Offense during the performance of the Work, Vendor will immediately remove the Covered Employee from District’s property and notify the District of said removal within three (3) days of doing so. Vendor understands that any failure to comply with the requirements of this section may be grounds for termination of this Agreement.

17. TEXAS PUBLIC INFORMATION ACT (TPIA). Records relating to this Contract and the associated solicitation documents may be subject to disclosure pursuant to the Texas Public Information Act Section 552.001 et. seq. of the Texas Government Code. To the extent any of the Goods and/or Services under the Contract with the District involves the exchange or creation of Public Information as defined by such Act, the Vendor upon notification by the District shall make any such information, not otherwise exempted from disclosure under such Act, available in writing and electronically in Microsoft Word, Microsoft Excel and or Adobe Acrobat. If the Vendor wishes to assert a claim that any information properly requested is no Public Information subject to the TPIA, it may do so as permitted by the Act, however, the District shall have no duty to protect such information or to make any argument to the Attorney General on the Vendor’s behalf after it has provided notice to the Vendor of the request.

18. WORK MADE FOR HIRE AND OWNERSHIP FOR WORK PRODUCT.

18.1. All work performed for the District under this Contract shall be deemed “Work Made For Hire” as defined by the United States Copyright Law, and MISD retains sole ownership of all proprietary rights in and to all designs, engineering details and other data pertaining to any…