RICHARDSON INDEPENDENT SCHOOL DISTRICT

STANDARD TERMS AND CONDITIONS

The words “bids,” “request 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 quotes, and other procurement solicitations to which they are attached. The term “vendor” means each awarded vendor chosen by

RICHARDSON INDEPENDENT SCHOOL DISTRICT (RISD).

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

Contracts awarded pursuant to this RFP comply with the Education Department General Administrative Regulations (EDGAR), 2 C.F.R. § 200.318-326. It is the intent of RISD to comply with the most restrictive federal (EDGAR) or state rule or regulation, and RISD intends to conduct a cost or price analysis in connection with every procurement action using federal funds.

This Agreement is entered into between RISD and the Vendor having submitted a proposal in response to a procurement solicitation issued by RISD and whose proposal has been accepted and awarded by RISD. 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, RISD and Vendor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Agreement, agree as follows:

1. PROCUREMENT METHOD: RISD is utilizing the Request for Proposals (RFP) method of procurement in accordance with Texas Education Code Section 44.031(a)(3) Purchasing Contracts, Request for Proposals for services other than construction services.

2. ESTIMATED QUANTITIES: The good(s) and/or service(s) to be purchased under the awarded agreement, if any, may be of indefinite delivery and indefinite quantity (IDIQ). The services requested are common to d i s t r i c t operations and prices will be used to determine best value. RISD makes no guarantee or commitment of any kind concerning quantities or services that will actually be purchased. RISD makes no guarantee or commitment of any kind regarding usage of any agreements resulting from this solicitation.

Quantities specified are per building locations as listed in the proposal solicitation.

3. AWARD OF CONTRACT: In accordance with applicable laws, rules, and regulations for public procurement, award(s) will be made to the responsible Vendor(s) whose proposal(s) is/are determined after evaluation by RISD to be the best value. To qualify for evaluation, a proposal must have been submitted on time and must materially satisfy all mandatory requirements identified in this document. Copyrighted proposals are unacceptable and may be disqualified. RISD uses a “Market Basket” award method that 1.) analyzes the total/aggregate cost, 2.) analyzes by line-item totals, 3.) analyzes a representative sample of all products.

4. RIGHTS RESERVED BY RISD AND RESTRICTIONS ON RFP PROCESS:

a. RISD reserves the right to cancel this solicitation in whole or in part by issuance of a revised or amended Request for Proposals.

b. Accept, reject, or negotiate modifications in any terms of the Vendor’s proposal or any parts thereof.

c. Conduct oral interviews/discussions or presentations necessary to select the best value Vendor and/or to obtain competitive pricing.

d. RISD reserves the right to reject and/or disqualify any and all proposals, to award contracts for individual products and/or services as may appear advantageous, and to negotiate separately in any manner necessary to serve the best interests of RISD.

e. Waive any formalities, technicalities, or other defects if deemed in the best interest of RISD;

request clarification and/or correction of the Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities.

f. RISD also reserves the right to be the sole judge of quality and equality.

g. RISD further reserves the right to award one or more contracts, in part or in whole, to a single or to multiple prospective vendors or proposers. The decision to award multiple contracts, award only one contact, or to make no awards, rests solely with RISD. RISD may make multiple awards, and this fact should be taken into consideration by each proposer.

h. Make all decisions regarding this RFP, including, without limitation, the right to decide whether a proposal substantially complies with the requirements of this RFP.

5. FINANCIAL RESPONSIBILITY: RISD assumes no financial responsibility for any costs incurred by prospective vendors in developing and submitting a proposal or any amendments or addenda, participating in pre-bid conferences, interviews, participating in any negotiation sessions or discussions, or any other costs incurred by proposers prior to award of a Contract/Agreement pursuant to this RFP.

6. AGREEMENT TERMS: The terms of this Agreement shall govern all procurements conducted hereunder.

No pre-established 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 from RISD, and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by RISD.

7. 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 RISD.

8. CLARIFICATIONS: RISD may request clarification from Vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give a Vendor the opportunity to revise, change or modify its proposal in any way except to the extent of correction of the error.

Discussion between RISD and Vendor can also take place after the initial receipt of proposals. RISD reserves the right to conduct discussions with all, some or none of the Vendors submitting proposals. RISD will not assist the Vendor in the completion, revision or modification of its proposal.

9. ASSIGNMENT DELEGATION: Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of RSID. 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 RISD. Vendor is required to notify RISD 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.

10. PROHIBITION AGAINST CONTACT: Vendors shall restrict all contact with RISD, and direct all questions regarding this RFP to the Point of Contact specified in this solicitation. Do not contact members of the Board of Trustees, Superintendent of Schools, the Executive Director or other employees of the Richardson Independent School District representative. Contact with any of these prohibited individuals after issuance of the RFP and before execution of a contract, may result in disqualification of your Proposal.

11. CONFLICT OF INTEREST: No employee, officer, or agent may participate in the planning, advertising, selecting, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest, see 2 CFR § 200.318(c)(1). Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her 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 consideration for a contract. Chapter 176 of the Texas Local Government Code requires any Vendor that does business with RISD to complete a Conflict of Interest Questionnaire (Form CIQ) in the following situations:

The vendor has a business relationship with a local governmental entity and:

1. Has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer;

2. Has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with an aggregate value of more than $100 in the 12-month period (excludes food);

3. Has a family relationship with a local government officer of that local governmental entity; or

4. The amount of a contract that is either executed or under consideration between the vendor and that local governmental entity exceeds $1 million.

The completed conflict of interest questionnaire must be filed with the RISD Purchasing Department not later than the seventh business day after the later of:

1. The date that the vendor:

a. Begins discussions or negotiations to enter into a contract with the local governmental entity; or

b. Submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or

2. The date the vendor becomes aware of:

a. An employment or other business relationship with a local government officer, or a family member of the officer;

b. Giving one or more gifts, as defined above; or

c. A family relationship with a local government officer.

The vendor filing the questionnaire must:

1. Describe each employment or business and family relationship the vendor has with each local government officer of the local governmental entity;

2. Identify each employment or business relationship with respect to which the local government officer receives, or is likely to receive, taxable income, other than investment income, from the vendor;

3. Identify each employment or business relationship with respect to which the vendor receives, or is likely to receive, taxable income, other than investment income, that:

a. Is received from, or at the direction of, a local government officer of the local governmental entity;

and

b. Is not received from the local governmental entity; and

4. Describe each employment or business relationship with a corporation or other business entity with respect to which a local government officer of the local governmental entity:

a. Serves as an officer or director; or

b. Holds an ownership interest of one percent or more.

If no conflict of interest exists, you must certify your response in the Bonfire program.

The RISD Purchasing Department shall:

1. Maintain a list of local government officers of the local governmental entity and shall make that list available to the public and any vendor who may be required to file a conflict of interest questionnaire; and

2. Maintain the statements and questionnaires that are required to be filed under this chapter in accordance with the local governmental entity's records retention schedule.

In addition, Chapter 176 of the Local Government Code requires a local government officer to file a Conflict of Interest Disclosure (Form CIS) with respect to a Vendor if:

1. The Vendor enters into a contract with the local government entity or the local governmental entity is considering entering into a contract with the vendor, AND

2. The Vendor has:

a. An employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family receiving taxable income, other than investment income, that exceeds $2,500 during the 12-months preceding the date that the officer becomes aware that:

i. A contract between the local governmental entity and Vendor has been executed; or

ii. The local governmental entity is considering entering into a contract with the Vendor;

b. Has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that:

i. A contract between the local governmental entity and Vendor has been executed; or

ii. The local governmental entity is considering entering into a contract with the Vendor; or

iii. A family relationship with the local government official.

c. RISD current Board of Trustees include: Chris Poteet, Rachel McGowan, Debbie Renteria, Regina Harris, Megan Timme, Eric Eager, Vanessa Pacheco, Tabitha Branum – Superintendent.

Failure to comply with Chapter 176 of the Local Government Code requirements is a:

1. Class C misdemeanor if the contract amount is less than $1 million;

2. Class B misdemeanor if the contract amount is at least $1 million but less than $5 million; or

3. Class A misdemeanor if the contract amount is at least $5 million.

The governing body of a local governmental entity may, at its discretion, declare a contract void if the governing body determines that a violation of Chapter 176 of the Local Government Code has occurred.

12. NON-COLLUSION: By submitting an offer, Vendor affirms that the Contractor, including its officers, employees, or agents, has not prepared its submitted offer in collusion with any other bidder participation in this procurement solicitation and that the contents of their submittal have not been communicated by the proposer nor by any employee, officer or agent of the proposer to any other person engaged in this type business prior to the official submission deadline. The vendor, by submitting this proposal, certifies and represents to RISD that the Vendor has not offered, conferred or agreed to confer any pecuniary benefit, or any other thing of value, as consideration for the receipt of information or any special treatment or advantage relating to this procurement solicitation; the Vendor also certifies and represents that Vendor has not offered, conferred or agreed to confer any pecuniary benefit or other things of value as consideration for the recipient's decision, opinion, recommendation, vote or other exercise of discretion concerning this procurement solicitation; the Vendor certifies and represents that the Vendor has neither coerced nor attempted to influence the exercise of discretion by any officer, trustee, agent or employee of the RISD concerning this bid on the basis of any consideration not authorized by law; the Vendor also certifies and represents that the Vendor has not received any information not available to other Vendors so as to give the undersigned a preferential advantage with respect to this bid; the Vendor further certifies and represents that Vendor has not violated any state, federal or local law, regulation or ordinance relating to bribery, improper influence, collusion or the like and that the Vendor will not in the future offer, confer, or agree to confer any pecuniary benefit or other thing of value to any officer, trustee, agent or employee of RISD in return for the person having exercised the person's official discretion, power or duty with respect to this bid; the Vendor certifies and represents that it has not now and will not in the future offer, confer, or agree to confer a pecuniary benefit or other thing of value to any officer, trustee, agent or employee of the RISD in connection with information regarding this procurement solicitation, the submission of this RFP, the award of this RFP or the performance, delivery or sale pursuant to this RFP.

13. DISQUALIFICATION: A Vendor may be disqualified before or after the proposals 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.

14. DEVIATIONS AND EXCEPTIONS: All proposals must include a detailed statement of exceptions taken to any part of the request. Any deviations from this procurement solicitation must be noted on the Deviations and Exceptions Form. Deviations or exceptions stipulated in a Vendor’s response may result in disqualification. Any language to the effect that the Vendor does not consider this RFP to be part of a contractual obligation may result in the Vendor’s proposal being disqualified.

15. SPECIFICATIONS: Specifications may be those developed by the RISD to represent items of regularly manufactured products or services.

a. RISD specifications have been developed by the Buyer to show minimal standards as to the usage, materials, and contents based on their needs.

b. Manufacturer's specifications, when used by the RISD, are to be considered informative to give the bidder information as to the type and kind requested. Proposals on any reputable manufacturers regularly produced product of such items similar and substantially equivalent will be considered,

c. If any conflict exists, the written specification will override any referenced brand.

Compliance with all specifications and conditions is required. All proposals must include a detailed statement of exceptions taken to any part of the request.

16. EQUIVALENT CLAUSE: Whenever an article or material is defined in this solicitation by describing a proprietary product, or by using the name of a manufacturer, brand name or vendor, 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).

17. SAMPLES: Samples may be requested, and are to be delivered by the bidder to the attention of the

Purchasing Department, 1123 S. Greenville Avenue, Richardson, Texas 75081, or other location designated by the Purchasing Department, for examination of such samples.

a. Notification of sample delivery must be sent to the Purchasing Department via email and provide estimated delivery date, delivery tracking information, if applicable, actual delivery date, and who signed to accept delivery.

b. Samples needed for a proposal to be evaluated properly must be delivered within ten (10) business days from the time the vendor is notified.

c. Each sample must be clearly marked to show the bidder’s name, address, proposal title and proposal item number for which the sample is being proposed.

d. Sample items from the successful bidder may be retained for the purpose of determining that the quality and workmanship of the delivered items comparable to the sample.

18. RESPONSIVE PROPOSAL: Proposals shall be deemed responsive if they comply with all material and administrative aspects of this procurement solicitation. Responsive proposals must include pricing for written specifications included in this proposal.

19. RESPONSIBLE VENDOR: A Vendor with 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 products and/or services herein, and have an adequate number of trained personnel to ensure quality and performance and completion of contract within the specified time period. Vendors having a history of inconsistent service and unreliability will not be considered by the RISD to be a responsible bidder.

20. 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, RISD may take the following action(s):

a. Insist that Vendor honor the quoted price(s) specified in the Vendor’s proposal;

b. Have Vendor pay the difference between Vendor’s price and the price of the next acceptable proposal, as determined by RISD;

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 that Vendor no longer be given the opportunity to submit a proposal to RISD and/or that this Agreement be terminated.

21. 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 RISD under this Agreement. These records and accounts shall be retained by Vendor and made available for review and copying by RISD for a period of not less than five (5) years from the date of completion of the services, receipt of goods, or the date of the receipt by RISD of Vendor’s final invoice or claim for payment in connection with this Agreement, whichever is later. If an audit or compliance review has been announced, Vendor shall retain its records and accounts until such audit or compliance review has been completed. When federal funds are expended by RISD Vendor further certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333.

22. RIGHT TO AUDIT: RISD, any federal and/or state agency that has awarded federal and/or state funds/grant(s) to RISD, shall upon written notice, have the right to audit and examine all of Vendor’s records and accounts relating to this Agreement and inspect any project performed by Vendor relating to this Agreement. Records subject to audit shall include, but are not limited to, all Purchase Orders resulting from this Agreement and records which may have a bearing on matters in connection with Vendor’s work for RISD and shall be open to inspection and subject to audit/review and/or reproduction by RISD or its/their authorized representative(s) to the extent necessary to adequately permit evaluation and verification of:

a. Vendors compliance with this Agreement and the requirements of the solicitation;

b. Compliance with procurement laws, policies, and procedures, including without limitation, reviewing/comparing pricing on invoices for RISD;

c. Compliance with provisions for computing billings to RISD, and/or

d. Any other matters related to this Agreement

23. OPEN RECORDS/PUBLIC INFORMATION: RISD is a governmental entity subject to the Texas Public

Information Act. RISD considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure under the Texas Public Information Act, (Texas Government Code, Chapter 552.001, et seq.,) after a contract/agreement is awarded or the procurement terminated.

Proposers are hereby notified that RISD strictly adheres to all statutes, court decisions, and opinions of the Texas Attorney General with respect to disclosure of information. Any information deemed to be confidential by Proposer should be clearly noted on the page(s) where confidential information is contained, page-by-page and line-by-line the parts of the response which it believes are exempt; however, RISD cannot guarantee that it will not be compelled to disclose all or part of any public record under the Texas Public Information Act, since information deemed to be confidential by Proposer may not be considered confidential under Texas law, or pursuant to a Court order. Vague or general claims to confidentiality will not be accepted. RISD assumes no obligation or responsibility related to the disclosure or nondisclosure of information submitted by proposers. Vendor waives any claim against and releases from liability RISD, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in the Agreement or otherwise created, assembled, maintained, or held by Vendor and determined by RISD, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act.

24. CONFIDENTIALITY: Vendor and RISD agree to secure the confidentiality of all information and records in accordance with the applicable federal and state laws, rules, and regulations. Vendor and RISD 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.

25. INSPECTION AND ACCEPTANCE: Awarded Vendor(s) shall deliver the goods or services procured on this contract/agreement to the RISD department issuing a purchase order. If delivery cannot be made within the proper time period, the awarded vendor must receive authorization from the issuing RISD department for the delayed delivery. RISD shall have the right to inspect the goods at delivery before accepting them. If defective, incorrect, or items not meeting specification are delivered, RISD may make the determination, in its sole discretion, to return the good(s) to the vendor at no cost to RISD. The vendor shall be responsible for arranging the return of defective or incorrect good(s). The vendor agrees to pay all shipping and handling costs for any such return shipment. If goods are not picked up within one (1) week after notification, the good(s) will become a donation to the RISD for disposition, at RISD’s discretion.

26. TITLE AND RISK OF LOSS: Whenever RISD is purchasing (and not leasing) an item under this

Agreement, title and risk of loss shall pass upon the later of RISD’s acceptance of the item or payment of the applicable invoice.

27. DELIVERIES: All deliveries under this Agreement shall be freight prepaid, Free on Board (FOB) destination, Full Freight Allowed, Inside Delivery and shall be included in all pricing in Vendors proposal unless otherwise clearly stated in writing in Vendor’s proposal. The RISD assumes no liability for goods delivered damaged or unacceptable condition. The successful bidder will handle all claims with carriers, and in case of damaged goods, will ship replacement goods immediately upon notification by RISD of damage. Proposal prices will include all freight and delivery charges.

28. HOURS OF DELIVERY: Deliveries shall be made between 7:00 AM and 3:00 PM, at the designated RISD contact's’ administration facility, unless prior approval for after-hours delivery has been obtained from RISD.

For RISD school nutrition program locations, deliveries will only be accepted between 6:30 AM and 2:00 PM, unless otherwise specified by RISD.

29. 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 RISD. If a product cannot be shipped within that timeframe, Vendor shall notify RISD of the reasons why the product has not shipped and shall provide an estimated shipping date, if applicable. RISD may cancel the order if the estimated shipping time is not acceptable in RISD’s sole discretion. Consistent failure of a Vendor to meet delivery promises without a valid reason is cause for termination of contract.

30. LEAD-TIME: Time of delivery is part of the proposal consideration and must be stated in definite terms and must be adhered to completely. Proposals must show the number of calendar days required to place the materials in possession of RISD. Do not quote shipping dates. Failure to specify the lead-time may result in disqualification from consideration. Unrealistic short or long delivery promises may cause the bid to be disregarded.

31. SHORTAGES: Vendor and/or sales agents acting on the Vendors behalf, shall give 72-hour prior notice to the ordering entity of any anticipated shortages, back orders, and/or out-of-stock items prior to delivery. The Vendor must keep the ordering entity informed at all times on the status of the order. Default in promised delivery, without acceptable reason, authorizes RISD to purchase goods elsewhere, and charge any increase in cost and handling to the defaulting Vendor. No substitutions are accepted without prior written approval by RISD.

a. Vendors must notify RISD of any known shortages, back orders, out-of-stock items, etc. that could affect multiple ordering entities for any extended period.

32. FORMATION OF A CONTRACT (DECLARATION OF COMPLIANCE): A response to this solicitation is an offer to contract with RISD based upon the terms, conditions, scope of work, and specifications contained in this procurement solicitation. A solicitation/proposal does not become a contract/agreement unless and until it is accepted by RISD after approval by the RISD Board of Trustees or their Designee. Policy CH (Local) requires that all contracts or agreements be signed by RISD’s Superintendent, or their designee. No other personnel are authorized to execute or enter into contracts on behalf of the RISD.

33. NON-EXCLUSIVE CONTRACT: RISD reserves the right to award multiple contracts/agreements for each category. Categories are established at the sole discretion of RISD. Nothing in this agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to RISD. Any contract resulting from this solicitation is non-exclusive and shall be awarded with the understanding and agreement that it is for the sole convenience of RISD. RISD is free to have multiple contracts for the awarded goods and services, and may initiate other procurement solicitations or purchasing activity with other vendors at any time, at RISD’s sole discretion. During the term of this Agreement, RISD 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. Additionally, the District may have a need to purchase additional items within this category that are not listed on the bid. Vendor is to make these items available to RISD through this Contract/Agreement at the same discounted pricing awarded by the Board of Trustees. Bids may be awarded to primary and secondary vendors on an item by item basis or by categories. End users may go to the secondary vendors to compare items for best value. In the event that a Vendor has an existing RISD Agreement, in the same Agreement title, upon award, the new Agreement will immediately supersede the older contract.

34. PRICING: All prices in Vendor’s proposal should remain firm for the term of the Agreement. Any price changes shall be presented to RISD, for acceptance or rejection by RISD, 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 the RISD prior to taking effect. The following documentation shall be provided to support a request for price change: justification for change/increase using a known market index/market condition, terms and conditions, and/or manufacturers/distributors’ impact (if any).

a. Proposal price must be submitted on cases and/or units of quantity specified and extended to show total if applicable.

b. Case price must be shown “to the penny” in 2 decimals unless otherwise indicated. Unit price must be shown with a minimum of 4 decimal places.

c. In the event of discrepancies in extension, the unit price will govern.

d. Vendors are encouraged to provide pricing on specified items, even if no estimated quantity is provided.

e. Discount from List quotations are not considered acceptable unless requested.

f. Proposer shall not include sales tax with any pricing. RISD is exempt from Federal Excise Tax, State Tax, and Local Tax. Tax exemption certificates will be furnished upon request by each participating entity.Proposer agrees, upon issuance and acceptance of this proposal, to furnish awarded items or services at the bid price and all other conditions contained in the Terms and Conditions, Specifications, and other bid documents within this Proposal.

g. Title to all supplies and equipment shall pass to Member District upon receipt except where hidden defects or other bid requirements or specifications are not met.

h. RISD retains the right to request Special Pricing for the remaining contract period for products or services not specifically identified in this Proposal, but purchased with sufficient movement as identified by mutual agreement of the Vendor and RISD.

i. Profit as a Separate Element of Price:

i. For purchases using federal funds in excess of $150,000, 2 CFR 200.323(b) states a non-

Federal entity must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work.

35. DISCOUNTS: Any discounts available to RISD for early payment should be noted in the proposal. Vendor(s) may propose volume discounts or other adjustments to the price for large orders. Discounts may be considered in determining low proposal.

36. CATALOG BID: Prices on this type of contract are based upon an approved price list or other approved method as identified in the procurement solicitation. This type of contract provides for discounts from a current manufacturer's price list, a percentage add-on to a manufacturer's distributor/producers type price list or a custom price list. Current price list means the latest price list in effect between the "contract term" as shown on the RFP and the RFP opening date. Manufacturer's price list means a price list published in some form by the manufacturer of a product and available to and recognized by the trade. Custom price list means a price list especially prepared for a given bid. RISD shall be the sole determinate as to acceptability. Price reductions shall be offered immediately upon becoming available to a vendor at any time after award.

37. SPECIAL TOOLS AND TEST EQUIPMENT: If the price includes the cost of any special test equipment fabricated or required by the Vendor for the purpose of filling this order, such special tooling and/or test equipment and any related items shall become the property of RISD and shall be identified by the Vendor as such.

38. PRICE CHANGES: During the life of a contract only industry-wide published price changes as reflected in a manufacturer's printed price list, published documentation, or other approved method in a proposal may be submitted to the RISD for price adjustment consideration. RISD will accept or reject increases after receipt of a properly submitted request from the Vendor, which includes documentation as to the nature of the change substantiated by, but not limited to, the following indexes: The Food Institute Report, Urner Barry Market Indexes, Producer Price Index (PPI), Consumer Price Index (CPI) and any other relevant commodity price indexes. Price changes must be measurable and auditable, and supported by a published index, and supporting documentation must be submitted for review. The Producers Price Index is an accurate index for basing product price escalations and de-escalations. The monthly “PPI Detailed Report”, “Table 9: Producer price indexes and percent changes for commodity and service groupings and individual items, not seasonally adjusted” can be used as a reference for price adjustments, both up and down. (This table begins roughly on page 29 of the monthly report). RISD will respond to such requests by: 1) granting the request; 2) reassigning the item(s) to another awarded vendor; 3) rebidding the item(s); 4) taking any other action as deemed necessary. If a properly submitted increase is rejected, the vendor may cancel such items from the contract by giving RISD written notice. Cancellation will not go into effect for thirty (30) working days after receipt of the written request. Old prices must be honored on orders dated up to the official date of cancellation. Vendors are required to immediately implement any industry wide price decreases that become available. RISD must be notified in writing of any decrease for file updating purposes and notice to cooperative members.

39. PRODUCT SUBSTITUTION: Any and all substitutions require prior written approval by RISD. If applicable, food substitution request must be accompanied with CN Label or Nutritional Analysis information, and/or other product information. RISD reserves the right to require the Vendor to offer possible substitutes if any material or equipment becomes unobtainable during the term of contract.

Outstanding orders are not automatically amended by an approved substitution. The Vendor must contact the qualified ordering entity 72-hours prior to shipment of the approved substitution.

a. If substitutions are made without prior written approval of the ordering entity, under Uniform

Commercial Code, the entity shall retain the Right to Remedy and purchase the product(s) from another supplier, charging the difference of the bid price to the Vendor.

b. Bid pricing for the product substituted will apply to the substitute product unless substitute product is of a lesser price.

40. ADDITIONAL GOODS AND/OR SERVICES: RISD may request special pricing for new goods and/or services throughout the term of this contract. New goods and/or services must have prior written approval from RISD. Only goods and/or services not specified elsewhere in the contract may be considered new. The additional goods and/or services allows RISD to order items under the umbrella of a “catalog bid”, see definition above. Pricing will be accepted as a percent (%) discounted from list/catalog price. 1) “Additional Goods and/or Services” shall cover all items carried by the successful Vendor that are not specifically on the Item specifications. 2) Vendor shall identify categories and percent (%) discount from list/catalog. RISD retains the right to add new goods and/or services at the time of each one-year extension option, if all parties are in agreement, for the following reasons: 1) allows for the replacement of items that were discontinued during the contract year; 2) allows for the replacement of goods and/or services that no longer meet the needs of the RISD; 3) allows for the addition of new goods and/or services introduced by existing awarded Vendors that may better serve RISD’s needs. Goods and/or services may not be added to avoid competitive procurement procedures. The addition of new goods and/or services cannot materially change the contract between RISD and the Vendor. RISD may reject any proposed additions, without cause, in its sole discretion.

41. MATERIAL CHANGE: If a material change occurs to a contract entered into between RISD and Vendor, the contract will not be renewed upon the conclusion of its term. Upon the expiration of the term, RISD may issue a new RFP for the goods or services procured under the previously existing contract. Material change means a modification that substantially exceeds and/or alters the terms of the original contract between RISD and Vendor, and/or the total contract value greater than 10%. The following anticipated and unanticipated changes are to be considered as well do not qualify as a material change: 5% upward or downward trend in student enrollment and/or participation to allow flexibility for program growth or decline;

unanticipated program and/or regulation changes.

42. CUSTOMER SUPPORT: Vendor shall provide timely and accurate technical advice and sales support to

RISD.

43. COMPLIANCE WITH LAWS: Vendor shall comply with all federal, state and local laws, statutes, ordinances, rules, and regulations, including, if applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. For the entire duration of this contract/agreement, Vendor shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Agreement. When required or requested by RISD, Vendor shall furnish RISD with satisfactory proof of Vendor’s compliance with this provision.

44. CIVIL RIGHTS/DISCRIMINATION: It is the policy of RISD not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or disability 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 hiring, 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), color, disability national origin, race, or gender. Vendor further agrees that every subcontractor 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. Title VI of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Program Activities: Applicable to contracts using Federal funds - Prohibits the discrimination to all eligible program participants on a basis of age, color, disability, national origin, race, and gender.

45. CERTIFICATION REGARDING EMPLOYMENT ASSISTANCE PROHIBITED - 20 USC 7926: Vendor certifies and agrees that it shall not assist an employee, contractor, or agent of RISD 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.

46. NO ISRAEL BOYCOTT: In accordance with Texas Government Code section 2270.002, if Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, RISD is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Vendor hereby verifies that it does not boycott Israel and agrees that, during the term of this Agreement, shall not boycott Israel. Vendor further agrees and acknowledges that this Agreement shall be null and void should facts arise leading RISD to believe that Vendor’s verification herein is inaccurate or should Vendor engage in activity reasonably reflecting that it is boycotting Israel during the term of this Agreement.

47. COMPANIES ENGAGED IN BUSINESS WITH IRAN, SUDAN, OR A FOREIGN TERRORIST

ORGANIZATION: In accordance with Texas Government Code, Chapter 2252, Subchapter F, RISD are prohibited from entering into a contract with a company that is identified on a list prepared and maintained by the Texas Comptroller or the State Pension Review Board under Texas Government Code Sections 806.051, 807.051, or 2252.153. By execution of this Agreement, Vendor certifies to RISD, that it is not a listed company under any of those Texas Government Code provisions. Vendor hereby voluntarily and knowingly acknowledges and agrees that this Agreement shall be null and void should facts arise leading RISD to believe that the Vendor was a listed company at the time of this procurement.

48. ABORTION PROVIDER/AFFILIATE -Vendor acknowledges that Chapter 2273 of the Government Code prohibits RISD from entering into a taxpayer resource transaction with an abortion provider or an affiliate of an abortion provider. Vendor certifies that it is not an abortion provider or an affiliate of an abortion provider as defined by Chapter 2273.

49. ENERGY COMPANY BOYCOTT - If Contractor is a company with 10 or more full-time employees and if this

Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity’s constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing or investment of funds.

50. DISCRIMINATION AGAINST FIREARM COMPANIES - If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association.

51. SAFETY: Vendors, 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 RISD and by the Occupational Safety and Health Administration (“OSHA”). All items must meet all applicable OSHA standards and regulations and all electrical items must bear the appropriate listing from UL, FMRC or NEMA. In case of conflict, the most stringent safety requirements shall govern. Vendor shall comply with all other safety guidelines and standards as required by RISD. Vendor shall indemnify and hold RISD harmless from all claims, demands, suits, actions, judgements, fines, penalties, and liability of every kind arising from the breach of Vendor’s obligations under this provision.

52. SAFETY DATA SHEETS: Vendor must provide, at no cost, at least one copy of any applicable

Manufacturer's Safety Data Sheet(s) (SDS) with each shipment during the term of the contract. If OSHA or Federal or State laws provide for additional requirements, those requirements are in addition to the SDS requirement.

53. RECYCLED MATERIAL: Texas state law requires that a purchasing preference be given to any product made from recycled material if the product meets written specifications as to quality and quantity. If a product bid on this solicitation contains recycled material, identify the item number and report the percent of all recycled material in the product and the percent of post-consumer material used in the product. "Post-consumer" means material that has been recycled after sale to a consumer as opposed to reuse of manufacturing waste material prior to sale. In addition, identify any products that meet the criteria of "Environmentally Sensitive."

a. Send information on any products not listed in this contract that are related and available through your company which contain recycled material along with the percent of post- and pre-consumer content to: ATTN: PURCHASING DEPT. RICHARDSON INDEPENDENT SCHOOL DISTRICT, 400 S. GREENVILLE AVENUE, RICHARDSON, TEXAS, 75081.

b. Packing & Packaging: Use of the minimum amount of packing and packaging material consistent with assuring no damage to product in transit. The use of recyclable and recycled material content packing and packaging material is preferred.

c. New or Un-used: The terms shall not be interpreted to exclude the use of recycled content materials in products supplied. Nothing in a solicitation shall be construed to preclude the use of recycled content materials in a product regardless of any referenced specifications such as ANSI, ASTM, or Federal specifications so long as the material meets the performance requirements of such specifications and all required laws and regulations.

54. WORKFORCE/DRUG-FREE WORK ENVIRONMENT: Vendor shall employ only orderly and competent workers, skilled in the performance of the services, if any, which shall be performed under this Agreement.

Vendor, its employees, subcontractors, and subcontractor’s employees may not use or possess any firearms, alcoholic or other intoxicating beverages, illegal drugs or controlled substances while on the job or on RISD property, nor may such workers by intoxicated or under the influence of alcohol or drugs on RISD’s property.

55. FORCE MAJEURE: The term Force Majeure as employed herein, shall mean acts of God, strikes, lockout, or other industrial disturbances, network failures, energy crisis, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, arrests, restraint of government and people, civil disturbances, explosions, acts of war, 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 preventative 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.