2-APPENDIX F -SAMPLE Services Goods Agreement -RFP 25-042 -FINAL.pdf

APPENDIX F – Sample Agreement RFP #25-042: Snack, Micro-Market Vending and Office Coffee Services Tarrant County College District

Vendor RFP Name

APPENDIX F – SAMPLE AGREEMENT

SERVICES & GOODS AGREEMENT

CONTRACT NO.

EFFECTIVE DATE:

THIS SERVICES AGREEMENT (this "Agreement") is made and entered as of the Effective Date as stated above, by and between TARRANT COUNTY COLLEGE DISTRICT (referred to herein as “TCCD” or as "Owner"), having a mailing address of 300 Trinity Circle, Fort Worth, Texas 76102 and ________ ("Contractor"), having a mailing address of ________________________________

The Owner and Contractor agree for and in consideration of the mutual promises and covenants herein, and for other good and valuable consideration to the following as set forth below:

1. REPRESENTATIVES OF THE PARTIES

The representatives of the parties to whom all communications pertaining to this contract shall be directed are:

For TARRANT COUNTY COLLEGE DISTRICT:

Name of Buyer Name of Representative Darren King, Construction Purchasing Manager Ray Allison Purchasing Department Contract Administrator 300 Trinity Campus Circle 300 Trinity Campus Circle Fort Worth, TX 76102 Fort Worth, TX 76102 Telephone: 817-515-1508 Telephone: 817-515-9009 Email: darren.king@tccd.edu Email: ray.allison@tccd.edu

All Legal Notices:

General Counsel 300 Trinity Campus Circle Fort Worth, TX 76102

All Legal Notices:

General Counsel 300 Trinity Campus Circle Fort Worth, TX 76102

For Vendor:

Telephone__________________ Email: _____________________

All communications shall be sent certified mail with return receipt or receipted overnight courier.

2. CONTRACT DOCUMENTS.

The Contract Documents shall include:

2.1 This Agreement plus all attachments listed below, which are attached hereto and incorporated herein for all purpose’s incident to this Agreement:

• Exhibit A – Scope of Services

• Exhibit B – Pricing Schedule

• Exhibit C – “If Needed”

• Exhibit D – Standard Terms and Conditions

• Exhibit E – Insurance Requirements

2.2 TCCD’s Request for Proposals (“RFP”) RFP #25-042: Snack, Micro-Market Vending and Office

Coffee Services, which is incorporated herein by reference for all purpose’s incident to the Agreement;

2.3 _________________ response to that RFP which is incorporated herein by reference for all purposes incident to this Agreement; In the event of a conflict between the contract documents, the order of precedence is as follows: (i) this Agreement plus all attachments (ii) RFP No. #25-042(iii) the response.

2.4 Scope of Services, _________________ (hereafter, “Vendor” or “Contractor”), to provide professional editing and proofreading services for news releases, op-eds, magazine articles, marketing materials, social media content, internal communications, annual reports, video scripts, and key messages from College leaders.

3. TERM OF CONTRACT AND RENEWAL.

3.1 This Agreement shall commence upon the date that both TCCD and Contractor have executed this

Agreement (“Effective Date”) and shall continue in full force and effect until __August 31, 2030, unless terminated earlier in accordance with the provisions of this Agreement. There is an option for five (5) one

(1) year renewals available upon approval of both parties.

3.2 There are no automatic renewals associated with this Agreement. Renewals are predicated upon performance and value provided to TCCD.

4. COMPENSATION.

4.1 The Contractor shall be compensated for satisfactory services provided in accordance with pricing/rates/fees provided in the RFP, which pricing shall be based upon the price and fees as proposed in Exhibit “B”. Contractor acknowledges that the Owner will fund this project through the general fund.

Contractor shall submit statements/invoices for products delivered/services rendered and invoices shall be due and payable within (thirty) (30) calendar days.

4.2 Prices shall remain firm for the term of the Agreement; provided, however, after the first year of the agreement, if costs have decreased for some or all of the equipment/services, Contractor may pass those savings onto the college in the form of reduced unit pricing. Under no circumstances shall prices increase during the term of this agreement above the pricing provided in the RFP.

4.3 At the end of the initial contract period, both parties can request a contract review to discuss functions, features, enhancements, and pricing. The rate may be adjusted at the District’s discretion for the effective change in Consumer Price Index (CPI) or Product Price Index (PPI) as appropriate.

5. ELIGIBILITY TO RECEIVE PAYMENT.

By entering into and performing under this Agreement, Contractor certifies that under Section 231.006 of the

Texas Family Code and under Section 2155.04 of the Texas Government Code, it is not ineligible to receive the specified payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. Contractor also certifies that it is in good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas. Payments made by TCCD are governed by the requirements of Chapter 2251 of the Texas Government Code, and to the extent of the terms of the Agreement regarding payment, including payment due dates and payment of interest, conflict with the aforementioned statute, the terms of the statute shall control.

6. TAXES.

Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from this

Agreement, including, but not limited to, any federal, State, or local income, sales or excise taxes of Contractor or its employees. TCCD shall not be liable for any taxes resulting from this Agreement.

7. TERMINATION.

7.1 Non-appropriation of Funds

In the event no funds or insufficient funds are appropriated by the TCCD in any fiscal period for any payments due hereunder, TCCD will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Contractor of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated

7.2 Duties and Obligations of the Parties

In the event that this Agreement is terminated prior to the Expiration Date, TCCD shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide TCCD with services requested by TCCD and in accordance with this Agreement up to the effective date of termination.

Upon termination of this Agreement for any reason, Contractor shall provide TCCD with copies of all completed or partially completed documents prepared under this Agreement.

7.3 Termination for Convenience

The performance of work, services, or provision of goods under this Agreement may be terminated by TCCD with one hundred twenty (120) days notice in accordance with this clause in whole or in part, whenever TCCD shall determine that such termination is in the best interest of TCCD. Any such termination shall be effected by delivery by TCCD to the Contractor of a Notice of Termination, specifying the extent to which performance of the work under this Agreement is terminated and the date upon which termination becomes effective.

7.4 Termination for Default

By written notice, TCCD may terminate this Agreement, in whole or in part, for failure of the Contractor to perform any of the provisions of this Agreement. In such event, the Contractor shall be liable for damages including the excess cost of re-procuring similar services provided that if (1) it is determined for any reason that the Contractor was not in default, or (2) failure to perform was beyond Contractor's control, fault or negligence, the termination shall be considered a termination for convenience.

8. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.

Contractor hereby warrants to TCCD that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to TCCD in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by TCCD as confidential and shall not disclose any such information to a third party without the prior written approval of TCCD. Contractor shall store and maintain TCCD Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt TCCD

Information in any way. Contractor shall notify TCCD immediately if the security or integrity of any TCCD information has been compromised or is believed to have been compromised.

9. RIGHT TO AUDIT.

Contractor agrees that TCCD shall, until the expiration of three (3) years after final payment under this

Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the

Contractor involving transactions relating to this Agreement at no additional cost to TCCD. Contractor agrees that

TCCD shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.

TCCD shall give Contractor reasonable advance notice of intended audits.

Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that TCCD shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that TCCD shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. TCCD shall give subcontractor reasonable notice of intended audits.

10. INDEPENDENT CONTRACTOR.

It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of TCCD. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between TCCD, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between TCCD and Contractor. It is further understood that TCCD shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from TCCD. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors.

11. LIABILITY AND INDEMNIFICATION.

A. LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY

LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL

PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT

CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL

MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.

B. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD

HARMLESS AND DEFEND TCCD, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND

AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR

ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS

TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND OR PERSONAL INJURY,

INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR

MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.

12. ASSIGNMENT AND SUBCONTRACTING.

Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of TCCD. If TCCD grants consent to an assignment, the assignee shall execute a written agreement with TCCD and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If TCCD grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this

Agreement as such duties and obligations may apply. The Contractor shall provide TCCD with a fully executed copy of any such subcontract.

13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.

Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this

Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If

TCCD notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation.

14. NON-DISCRIMINATION COVENANT.

Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend TCCD and hold TCCD harmless from such claim.

15. SOLICITATION OF EMPLOYEES.

Neither TCCD nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer.

16. CONFLICT OF INTEREST.

16.1 No TCCD staff or Board Member shall have any conflict of interest or potential conflict of interest with the

Contractor or its agents, including a financial interest, in this Agreement, either currently, within the past two (2) years, or within one (1) year following separation from the District.

16.2 The Contractor covenants that the Contractor has no existing interest and will not acquire any interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement and that no person having any such interest shall be employed by the Contractor.

Neither the Contractor nor the Owner shall have any conflict of interest or potential conflict of interest, including a financial interest, with any TCCD Staff, Board Member, contractor, subcontractor, vendor or supplier affected by this Agreement either currently or within the past two (2) years. This is not to include interest unknown due to involvements in retired accounts and/or investments that regularly acquire new stocks or bonds not under the direct control of the Contractor or its agent.

16.3 No member or delegate of the Texas Legislature shall be admitted to any share or part of this

Agreement, or to any benefit therefrom.

16.4 The Contractor agrees that neither the Contractor nor its member companies nor their affiliated companies nor company principals nor their family members shall perform any direct design services in connection with projects in which the Contractor has participated. The Contractor agrees that neither the

Contractor nor its member companies nor their affiliated companies nor company principals nor their family members shall have any financial interest in a firm which performs any part of the design services in connection with Projects in which the Contractor has participated. The provisions of this Article are not intended to prevent the Contractor from performing follow-up work for others during subsequent phases of work at a particular site, but rather the Contractor is prohibited from activities which create conflicts of interest or apparent conflicts of interest as a result of work performed by the Contractor under this

Agreement.

16.5 Any such conflict or potential conflict of interest shall be disclosed to the Owner by the party having such conflict before the execution of this Agreement or within ten (10) days after discovering the conflict.

Owner representatives not affected by the conflict or potential conflict shall determine the severity of the conflict, if any, and recommend the appropriate remedial action to resolve the conflict without adversely affecting the interest of the Owner and its project schedule. Such remedial action could include cancellation of this Agreement for the conflicting party.

17. PUBLICITY.

Contractor agrees that it shall not publicize this Agreement or disclose, confirm or deny any details thereof to third parties or use any photographs or video recordings of TCCD’s name in connection with any sales promotion or publicity event without the prior express written approval of TCCD.

18. FERPA.

Contractor represents and warrants that it will protect the privacy of students’ educational records in compliance with the requirements of the federal Family Educational Rights and Privacy Act (20 U.S. C. Sec.

1232g, 34 CFR Par 99) and will indemnify, defend and hold harmless TCCD from any loss, damage, cost, expense, or cause of action TCCD may suffer or incur as a result of a breach by Contractor of the foregoing representation.

19. DATA.

TCCD reserves the right to access any and all data related to student information held in Contractor’s databases at any time. Any provisions in the Agreement granting access to TCCD’s network, databases or technology infrastructure or granting any other rights with respect thereto are specifically subject, in each case, to the prior written consent of TCCD, which may be granted or withheld in TCCD’s sole discretion. At the expiration or earlier termination of this Agreement, all TCCD student information will be returned to TCCD and removed from

Contractor’s database.

20. NO WAIVER.

The failure of TCCD or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of TCCD's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion.

21. GOVERNING LAW / VENUE.

This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort

Worth Division.

22. SEVERABILITY.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

23. FORCE MAJEURE.

TCCD and Contractor shall exercise their good faith, diligent efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes.

24. HEADINGS NOT CONTROLLING.

Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this

Agreement, and are not intended to define or limit the scope of any provision of this Agreement.

25. REVIEW OF COUNSEL.

The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.

26. AMENDMENTS.

No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party.

27. ADDITIONAL CONTRACTUAL PRODUCTS AND SERVICES.

TCCD reserves the right to purchase products and services of a related or similar nature and kind from the

Contractor. Such services and products, if purchased, shall be on an as needed basis at Contractor’s then prevailing prices; provided that such prices are deemed reasonable by TCCD.

28. ENTIRETY OF AGREEMENT.

This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between TCCD and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written

Agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement.

29. SIGNATURE AUTHORITY.

The person signing this Agreement hereby warrants that he/she has the legal authority to execute this

Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement.

30. IMMIGRATION NATIONALITY ACT.

TCCD actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the

Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide TCCD with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide TCCD with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify TCCD from any penalties or liabilities due to violations of this provision. TCCD shall have the right to immediately terminate this Agreement for violations of this provision by Contractor.

31. INFORMAL DISPUTE RESOLUTION.

Except in the event of termination pursuant to Section 8.2, and subject to the requirements of Chapter 2260 of the

Texas Government Code, if either TCCD or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant

County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry

Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.

The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney’s fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Notwithstanding the foregoing, disputes arising under this contract shall be resolved in accordance with the dispute resolution process provided in

Chapter 2260 of the Texas Government Code.

32. INSURANCE.

32.1 The Contractor shall carry general public liability insurance covering all duties, services, or work to be performed under the contract. Insurance shall provide limits of $1,000,000 each occurrence, $1,000,000 products/completed operations aggregate, $1,000,000, personal injury liability, $50,000 property damage liability, $5,000 medical payments coverage, $2,000,000 policy aggregate. Automobile liability insurance of $500,000 each person, $1,000,000 per accident for bodily injury, and $100,000 per accident for property damage.

32.2 The Contractor must also maintain Workers’ Compensation insurance, providing the statutory benefits for the State of Texas and employers’ liability in the amount of $500,000 for each person, $500,000 in the aggregate, and $500,000 for each person for occupational disease.

32.3 Tarrant County College District shall bear no financial responsibility for Contractor's insurance coverage.

32.4 Each policy of required insurance shall provide for 30 days’ notice of cancellation to TCCD and shall name Tarrant County College District as additional insured and shall include the following provision:

It is a condition of this policy that the Company shall furnish written notice to the Purchasing Office, Tarrant County College District, 300 Trinity Campus Circle, Fort Worth, Texas 76102, 30 days in advance of the effective date of any reduction in, or cancellation of, this policy.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this _____ day of

______________, 2025

ACCEPTED AND AGREED:

TARRANT COUNTY COLLEGE DISTRICT:

By:

Date: _________________________

VENDOR

Date: ____________________________

ATTEST:

EXHIBIT A

Scope of Services

EXHIBIT B

Price Schedule

EXHIBIT C

“If Needed”

EXHIBIT D

STANDARD TERMS AND CONDITIONS

Below are Tarrant County College’s Standard Terms and Conditions. Exceptions to these Terms and Conditions must be noted in your response to this RFP in order to be considered.

1. SUPPLIER TO PACKAGE GOODS: Seller will package goods in accordance with good commercial practice.

Each shipping container shall be clearly marked with: (a) Seller’s name, address and phone number (b) Buyer’s name, address and purchase order number (c) container number referenced to the total number of containers (d) the number of the container with the packing slip. Supplier shall bear the cost of packaging unless otherwise provided. Seller will secure the lowest transportation costs and conform to the requirements of common carriers and applicable specifications. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing lists.

2. SHIPMENT UNDER RESERVATION PROHIBITED: Seller is not authorized to ship goods under reservation and no tender of a bill of lading shall operate as a tender of goods.

3. TITLE AND RISK OF LOSS: The title and risk of loss of goods shall not pass from Seller to Buyer until Buyer receives and takes possession of goods at the point(s) of delivery.

4. DELIVERY TERMS AND TRANSPORTATION CHARGES: Terms shall be Destination Freight prepaid (F.O.B., destination) unless specified otherwise. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller’s bid, or actual costs, whichever is lower. If Seller’s quoted delivery terms do not include transportation costs, Buyer shall have the right to designate the method of transportation to be used.

5. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender of delivery of goods must fully comply with all provisions of this agreement regarding time of delivery, quality and the like. A tender which does not fully conform shall be deemed a breach of agreement and Seller shall not have the right to substitute a conforming tender, except where the time for performance has not yet expired, Seller may reasonably notify Buyer of intent to cure and may then make a conforming tender within the agreement time, but not afterwards.

6. PLACE OF DELIVERY: The place of delivery shall be that set forth in the block of the purchase order entitled “Ship To”. Any change thereto shall be affected by modification as provided for in Clause 20, “Modifications” herein. The terms of this agreement are “no arrival, no sale”.

7. INVOICES & PAYMENTS: Seller shall submit separate invoices, in duplicate, for each purchase order subsequent to actual delivery. Invoices shall reference the applicable purchase order number. Invoices shall be itemized and transportation charges must be listed separately. Invoices shall not include federal excise, state or city sales tax and Buyer shall furnish tax exemption certifications. A copy of the bill of lading and freight waybill, if any, shall be attached to invoices. Mail invoices to: Tarrant County College, Attn: Accounts Payable, 1500 Houston Street, Fort Worth, TX 76102. Payment shall not be due to Seller until the above instruments are submitted subsequent to actual delivery. Seller shall advise Buyer’s Accounts Payable Department of any change to remittance address.

8. GRATUITITES: The Buyer may, by written notice to Seller, cancel this agreement without liability to Seller if Buyer shall determine that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by Seller, or any agent or representative of Seller, to any officer or employee of Buyer with a view toward securing an agreement or securing favorable treatment with respect to the awarding, amending or making determinations with respect to the performing of such agreement. In the event this agreement is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities.

9. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of performing under this agreement, such special tooling equipment and any process sheets related thereto shall become the property of Buyer and, to the extent feasible, shall be identified by Seller as such.

10. WARRANTY PRICE: (a) The price to be paid by Buyer shall be that contained in Seller’s bid which Seller warrants to be no higher than Seller’s current prices on orders by others for goods of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of goods under this agreement shall be reduced to Seller’s current prices on order by others. Should Seller fail to do otherwise, Buyer shall have the option to cancel this agreement without liability to Seller. (b) Seller warrants that no person or selling agency has been employed or retained to solicit or secure this agreement upon an understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by Seller for the purpose of securing business. In case of breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights, to cancel this agreement without liability and to deduct from the agreement price, or otherwise recover the full amount of such aforementioned commission, percentage, brokerage or contingent fee.

11. WARRANTY PRODUCT: Seller shall not limit or exclude any implied warranties and an attempt to do so shall render this agreement voidable at the option of the Buyer. Seller warrants that goods furnished hereunder will conform to the specifications, drawings and descriptions listed herein and to the sample(s) furnished by Seller, if any. In the event of conflict between specifications, drawings, and descriptions, the specifications shall govern.

12. SAFETY WARRANTY: Seller warrants that goods sold to Buyer shall conform to standards set by the U.S.

Department of Labor under the Occupational Safety and Health Act of 1970. In the event goods do not conform to OSHA standards, Buyer may return goods for correction or replacement at Seller’s expense. In the event Seller fails to make appropriate correction(s) within a reasonable time, correction(s) made by Buyer, if any, shall be at Seller’s expense.

13. RIGHT OF INSPECTION: Buyer shall have the right to inspect goods at delivery before accepting them.

14. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS: As part of this agreement, Seller agrees to ascertain whether goods manufactured in accordance with specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement or the like. Buyer makes no warranty that production of goods according to the specification will not give rise to such a claim and in no event shall Buyer be liable to Seller in the event Seller is sued on the grounds of infringement or the like. If Seller is of the opinion an infringement or the like will result, Seller shall notify Buyer to this effect, in writing, within two weeks after acknowledgement of this agreement.

If Buyer does not receive notice and is subsequently held liable for infringement or the like, Seller will hold Buyer harmless. If Seller, in good faith, ascertains that production for the goods in accordance with the specifications will result in infringement or the like, this agreement shall be null and void, except that Buyer will pay Seller reasonable costs associated with the search as to infringement.

15. CANCELLATION: Buyer shall have the right to cancel for default any or all the undelivered portion of this agreement if Seller shall breach any of the terms hereof, including warranties of Seller, or if Seller shall become insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies to which Buyer may have in law or equity.

16. TERMINATION: The performance of work under this agreement may be terminated in whole or in part by Buyer in accordance with this provision. Termination of work hereunder shall be effected by delivery to Seller a “Notice of Termination” specifying the extent to which performance of work under this agreement is terminated and the date upon which such termination shall become effective. Such right of termination is in addition to and not in lieu of the rights of Buyer set forth in Section 14, herein.

17. FORCE MAJEURE: If by reason of Force Majeure, either party hereto shall be rendered unable, wholly or in part, to carry out obligations under this agreement, then such party shall give notice, with the full particulars of such 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 hereinafter provided, but not for a longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, 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, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipeline, or canals or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

18. ASSIGNMENT – DELEGATION: No right or interest in this agreement shall be assigned or delegated by Seller without the written permission of Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

19. WAIVER: No claim or right arising out of a breach of this agreement can be discharged in whole or in part by waiver or renunciation of the claim unless the waiver or renunciation is supported by consideration, in writing, by the aggrieved party.

20. MODIFICATIONS: This agreement can be modified or rescinded only by a written instrument, signed by both parties.

21. INTERPRETATION – PAROLE EVIDENCE: This writing is intended by the parties as the final expression of agreement and is intended also as a complete and exclusive statement of the terms of agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control.

22. APPLICABLE LAW: This agreement shall be governed by the Uniform Commercial Code. Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted by the State of Texas and as is effective and in force on the date of this agreement.

23. ADVERTISING: Seller shall not advertise or publish, without Buyer’s prior written consent, the fact that Buyer has entered into this agreement, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state, or local government.

24. RIGHT TO ASSURANCE: When one party to this agreement, in good faith, has reason to question the other party’s intent to perform, it may demanded that the other party give written assurance of the intent to perform.

In the event such a demand is made and no assurance is provided within five (5) calendar days of the demand, the demanding party may treat this failure as an anticipatory repudiation of the agreement.

25. VENUE: Both parties agree that venue for any litigation arising from this agreement shall be in Fort Worth, Tarrant County, Texas.

26. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer or employee of Buyer shall have a financial interest, direct or indirect, in any agreement with Seller, or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or service, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office and any officer or employee guilty thereof shall be subject to removal from office or position. Any violation of this section by Seller, with knowledge of the same, expressed or implied, shall render the contract voidable by Buyer authority.

27. INSURANCE REQUIREMENTS: Form part of this agreement and are found at www.tccd.edu (Click “Business and Community” then click “General Information” found under the caption “Doing Business with TCCD”, then click “Insurance Requirements”).

http://www.tccd.edu/

EXHIBIT E

INSURANCE REQUIREMENTS

Minimum insurance requirements are (proof of insurance is required before work):

All Companies to be rated A or better by A M Best’s Rating Guide All limits may be met by a combination of Liability and Follow Form Umbrella

COMMERCIAL GENERAL LIABILITY

Limits:

$1,000,000 General aggregate per this location/use $1,000,000 Products-Completed Operations aggregate per this location/use $1,000,000 Personal & Advertising Injury per this location/use $1,000,000 Each Occurrence per this location/use $ 100,000 Fire Damage (any one fire) per this location/use $ 5,000 Medical Expense (any one person) per this location/use

Include 30 Day Notice of Cancellation and/or material change.

TCCD to be named Additional Insured.

AUTOMOBILE LIABILITY

$ 500,000 Combined Single Limit

TCCD to be named Additional Insured.

WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY

Workers’ Compensation - Statutory Limits

Employer’s Liability:

$ 100,000 Each Accident $ 300,000 Disease-Each Employee $ 300,000 Disease-Policy Limit

Include Waiver of Subrogation in favor of TCCD.