2-General Provisions RFP 002-26.pdf

TEMPLE INDEPENDENT SCHOOL DISTRICT

GENERAL PROVISIONS

For Purchasing Solicitations and

Contracts

October 12, 2023

The following General Provisions are hereby issued in accordance with the laws, rules, and policies set forth through the Texas Government Code, Title 10 and T e m p l e Independent School District (TISD or “District”) policy, and may be amended as required by TISD. Prospective Vendors are cautioned to read and understand the General Provisions set forth in this document prior to responding to a TISD Solicitation. Any exceptions to or failure to follow these General Provisions unless otherwise directed within the Solicitation, may be cause for a Vendor’s Solicitation Response to be deemed non-responsive and disqualified by TISD. These General Provisions will take precedence over the terms and conditions within the Solicitation when they are in conflict unless specific exception is noted within the Solicitation.

INDEX

PART I Definitions, Terms and Acronyms……………………………….………………………………….....…… Page 2

PART II Solicitation Information and Instructions…………………………………...…………..…….................... Page 4

PART III Solicitation Response …………………………………………………………………….…..……….…..... Page 7

PART IV Solicitation Evaluation and Award………………………..………………..…………………………….… Page 10

PART V Contract Terms, Conditions and Requirements…...………..…………..……….……………………….. Page 12

October 12, 2023

PART I

DEFINITIONS, TERMS AND ACRONYMS

The following terms may be found in this document or may be used in the normal operations of the District’s Purchasing Department.

Term Definition Addendum…………………………… A document that has been issued by the District that has made material changes, modifications, or deletions of information or specifications of a Solicitation.

Agreement/ Contract………………………

A contract that has been agreed upon and signed by both the District and the Vendor.

Bid……………………………………. Vendor’s response to a Request for Bid or RFB. The term may be used to represent all types of solicitations.

Buyer………………….................…. The Buyer (TISD Buyer) is the District’s approved business representative for all matters of solicitation, Alternate or Substitute.................… evaluation, award, and administration of a Contract Award. There will be only one appointed Buyer at any time for each purchasing action. Vendors shall address all business/contract issues about a Contract Award to the Buyer.

A good or service substituted for another by a Vendor with approval of the TISD Buyer.

Conflict of Interest…..….….………. A Conflict of Interest shall exist when a Vendor or any affiliated person or business entity provides goods or services under a Contract Award whereby one or more personal, business, or financial interests or relationships exist which would cause a reasonable individual with knowledge of the relevant facts to question the integrity or impartiality of those who are or will be acting under a proposed or existing Contract;

or any other facts that exist which may cause the District, at its sole discretion, to determine during the Solicitation or the performance of an existing Contract that the Vendor obtained an unfair competitive advantage favoring the interest of the Vendor or any person with whom the Vendor has or is likely to have a personal or business relationship. Conflicts of interest are further defined in TISD policy and state law.

Contract Award…………….….….. The acceptance of a Quote, Bid, Proposal or Offer; a Purchase Order, District Contract Agreement, or other formal notification of award issued by an authorized official of the District’s Purchasing Department.

Contract Documents……………… A set of documents that create an Agreement that has been agreed upon and signed by both the District and the Vendor. Contract Documents shall include, without limitation, these General Provisions, the Contract, Purchase Orders, and Service Contracts

Contract Term……………………… The length of time a Contract or Agreement will be available for use by the District.

Contractor…………………………. The Vendor(s) who receive a Contract Award for a specific Solicitation.

Debarment……………..….….…… Action taken by the District which prevents a Vendor from participating in the solicitation process for a

Deliverable………………….……..

Discount Contract………….….……

District…………………...….….…..

District Business Day…………….….

District Web Site……………………

TISD………………………………...

Line Item Contract……..….…..……

Notice of Award………...….….…… period of time, usually as a result of improper business practices on the part of the Vendor.

Goods or services which are required by a Contract Award to be provided to the District by a Vendor.

An awarded Contract where pricing is based on a firm-fixed discount from a Vendor’s published price list, priced catalog, or other document that is published for the majority of the Vendor’s customers.

TISD

Days the District is officially conducting business (excludes weekends, District observed holidays, etc.).

The official District web site, available at http://www.tisd.org

Temple Independent School District

An awarded Contract where goods or services are specified and individually priced.

A formal, written document issued by an authorized official of the District’s Purchasing Department informing a Vendor that it has been selected for the Contract Award based on its Solicitation Response.

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Offer……………………..….…….… Term used in conjunction with or in place of a Vendor’s Solicitation Response.

Professional Services Contract…… A Contract awarded for performance of technical, professional, and/or unique services by Vendors which are typically licensed such as medical or medical arts professionals, architects, engineers, or lawyers, as described in Texas Government Code, Section 2254.

Proposal………………..….….….… Vendor’s response to a Request for Proposal (RFP).

Purchase Order…………………….. Formal order for goods, materials and/or services from a Vendor; a binding commitment for the District to remit payment to the Vendor after the specified goods and/or services, and an invoice for the same are received by the District.

Quote…………………….….….…… Vendor’s response to a Request for Quote.

RFB…..………………….….….…… Request for Bids. Solicitation method used for acquiring goods or services for one-time purchases or establishing Term Contracts for acquiring goods or services with aggregate values of $50,000 or greater.

This solicitation method is formal, and a legal notice is published at time of issuance. This purchasing method is normally used to establish annual contracts for District-wide goods or services, or major one-time purchases. Award is based on Best Value Determination.

CSP…………………..….….…… Request for Competitive Sealed Proposal. Solicitation method used primarily for construction projects.

Allows for the use of the formal evaluation process and uses the Best Value Determinations for an award.

Negotiations are allowed prior to the award.

RFO……………………..….….….… Request for Offer. Used solely for technology purchases issued through the State of Texas / Department of Information Resources (DIR) procurement processes.

RFQ……………………..….….….… Request for Quote. Used for small dollar purchases valued at less than $50,000. Solicitation method is typically informal (e.g., phone, fax or email) and solicitation requirements are minimal (no advertisement, minimal response time, etc.). May be used for one-time purchases, or to establish low-dollar Term Contracts.

RFP………………………….….…… Request for Proposal. Solicitation method used to acquire highly technical, negotiated goods or services.

Standard RFPs will allow for evaluations based on specific criteria established within the RFP. Used primarily for higher dollar valued purchases, but may be used for smaller purchases where requirements warrant this Solicitation method. Negotiations are allowed prior to the award.

School Business Days..….….…… Days the District is officially conducting school (excludes weekends, District observed holidays, etc.)

Service Contract …..….….….….… An awarded Contract for performance of a service by a Vendor for a specified period of time.

Solicitation………………….….…… General term used to refer to an RFB,CSP, RFO, RFQ or RFP.

Solicitation Response….….….…… Vendor’s response to an RFB, CSP, RFO, RFQ, RFP or other Solicitation issued by the District

Solicitation Tabulation…….….….… Official tabulation of Solicitation Responses, issued by the Purchasing Department after Contract Award.

Subcontractor…………………….. Company or business that has contracted with the prime contractor for performing services for the District.

The prime contractor is responsible to the District for the work performed by its subcontractor(s). No contract will exist between the subcontractor and the District.

Term Contract…………..….….….. An awarded Contract for delivery of goods or performance of services by a Vendor for a specific period of time.

Vendor………………..…..….….….. Bidder, Vendor, Offeror, Proposer, or Contractor.

Vendors of Record………………….. The compiled bid list of Vendors for a specific Solicitation, that is to include Vendors that were selected to receive the Solicitation, or have notified the District that they have an interest in the Solicitation and are added to the initial list of Vendors.

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GENERAL PROVISIONS Reference

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PART II

SOLICITATION INFORMATION AND INSTRUCTIONS

1. DISTRICT OVERVIEW.

1.1.

1.2.

Temple Independent School District is a public school district based in Temple, Texas. It is the largest employer in Temple, with 1300 employees.

The District currently has sixteen (16) plus campuses and six (10) other sites for administration, athletics, agriculture, and support services.

2. TYPES OF CONTRACTS. Each Solicitation will identify the type of Contract being advertised. One of the following contracting methods will typically be used, but TISD reserves the right to use any contracting method it deems to be in the best interest of the District:

2.1. Firm-Fixed Price.

2.1.1. Prices shall be firm-fixed for the term specified in the Contract, and all extensions exercised by the District.

2.1.2. No increases will be allowed during the Contract term.

2.1.3. Price decreases are acceptable at anytime during the term of the Contract.

2.2. Fixed-Price with a Price Adjustment Allowance.

2.2.1. Prices shall be firm for a term specified in the Contract.

2.2.2. Prices can be adjusted based on escalation provisions as identified in the Contract.

2.2.3. The District reserves the sole right to evaluate the applicability of any price adjustment and accept or reject any formula included in any Solicitation Response or accept or reject any Solicitation Response containing a price adjustment proposal.

2.3. Firm-Fixed Discount Percentage, Discount-from-List, or Cost Markup-From-List.

2.3.1.

2.3.2.

2.3.3.

2.3.4.

2.3.5.

2.3.6.

2.3.7.

Discount or cost mark-up shall be firm-fixed for the period specified in the Contract but prices may vary based upon changes in a District approved price list or other pricing document, by the method and frequency as identified in the Contract.

Used when the pricing is based on a discount or a cost plus mark-up percentage from an established, publicly recognized price list.

Prices shall be from a current Vendor’s price list or a cost-plus percentage add-on to a Vendor's distributor/producers price list.

Vendor's price list shall be the current price list published and available to and recognized by the trade. A price list specially prepared for a given Solicitation will not be accepted. TISD, in its sole discretion, shall determine the acceptability of such price lists.

Unless otherwise indicated within the Solicitation, the period of acceptance shall be no earlier than ten (10) District Business Days from receipt and approval.

In order for a price list to be changed, a new or amended price list must be submitted to the District’s Purchasing Department by the Vendor and approved in writing by the TISD Buyer within the Contract time specified prior to the requested price change. Otherwise the last TISD approved price list remains in effect until such time that TISD approves the price change.

Prices for this type of Contract cannot be increased for 30 days after the Contract commences unless otherwise specified in the Solicitation. Price reductions shall be offered immediately upon becoming available to a Vendor at any time after award.

3. CONFLICT OF INTEREST.

3.1. Disclosure of Certain Relationships with Local Government Officials.

3.1.1.

3.1.2.

3.1.3.

Any individual or business entity that contracts or seeks to contract for the sale or purchase of property, goods, or services with TISD must file a Vendor Conflict of Interest Questionnaire with the TISD Purchasing Office in accordance with Texas Local Government Code Chapter 176, whether or not a conflict exists, and in the event that a conflict arises, no later than the 7th business day after the recipient becomes aware of facts that require filing.

This requirement applies to a person who is an agent of a vendor in the Vendor's business with the District.

Forms and additional information are available at www.fortbendisd.com/finance/purchasing.cfm. The Texas Ethics Commission's website at: www.ethics.state.tx.us/whatsnew/conflict_forms.htm.

3.2. Employee.

3.2.1.

3.2.2.

3.2.3.

Pursuant to TISD Policy CH (Local) Purchasing and Acquisition, and DBD (Local) Employment Requirements and Restrictions, all Vendors must disclose the name of any TISD employee who owns, directly or indirectly, an interest in the Vendor’s firm or any of its branches.

Failure to provide such conflict of interest information may be grounds for disqualification of the Solicitation Response or cancellation of a contract resulting from this Solicitation.

Purchase of services or equipment from a business owned in whole or in part by a District employee shall be permitted only when approved by the Superintendent and executed through a documented competitive process.

4. SOLICITATION PRICING. Solicitation prices must be firm for ninety (90) days from Solicitation opening/bid closing date until award unless otherwise specified in the Solicitation.

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5. QUANTITIES. Any quantities listed within the Solicitation are a close approximation based on requirements and available funds, but TISD reserves the right to purchase more or less than the estimated quantities, at the current Contract price, for the term of the agreement unless otherwise specified in the Solicitation.

6. REQUEST FOR EXPLANATION / INTERPRETATION.

6.1. Any explanation desired by a Vendor regarding the meaning or interpretation of this Solicitation must be submitted in writing to the Buyer identified in the Solicitation via email within seven (7) business days prior to the opening date, in order to allow a response to all interested Proposers before the submission of a bid.

6.2. The District has provided an email address intended for interested Proposers to direct requests for clarification, interpretations, and/or questions of current Solicitations in each respective solicitation.

6.3. All requests must include all contact and Solicitation information to be considered. Failure to provide this information may delay a response from the District. Any interpretations, corrections, additions, or changes to the Solicitation will be communicated to all interested Vendors though the issuance of an Addendum. It is the responsibility of the Vendors, prior to submitting their Solicitation Response, to determine whether an Addendum has been issued. All Vendors shall comply with the requirements specified in any Addendum(a) issued by the District.

6.4. Once a request is received, a notification of receipt by the District will be forwarded to the Vendor’s contact email address.

7. DELIVERY TERMS.

7.1. All goods or products included in the Solicitation shall be F.O.B. (“Free on Board”) destination full freight allowed, unless otherwise indicated within the Solicitation.

7.2. All goods or products will be considered full freight prepaid and allowed, and included in the unit price.

7.3. The place of delivery shall be set forth in the block of the purchase order entitled "Ship To".

7.4. The District expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the

Deliverables at delivery before accepting them, and to reject defective or non-conforming Deliverables.

7.5. Services shall be provided/scheduled as specified or directed by the District.

8. SUPPLIER DIVERSITY PROGRAM. The TISD Supplier Diversity Program (SDP) ensures that the District will use its best efforts to encourage small, minority and women-owned businesses to participate in current and future purchasing of all goods and services.

8.1. Program Definitions.

8.1.1. "Small Business" is defined as a business entity which is independently owned and operated, and which is not dominant in its field of operation. The business employs less than 50 employees and/or has less than $3 million in annual business volume from this local operation.

8.1.2. "Minority Business" is a business entity which is at least 51% owned by one or more minority individual(s) or, in the case of any publicly owned business, at least 51% of the stock is owned by one or more of the minority individual(s) and whose management and daily business operations are controlled by one or more of the minority individual(s) who own it. Minority individuals means residents of the United States who are members of one of the following groups:

8.1.2.1. African Americans;

8.1.2.2. Hispanics;

8.1.2.3. American Indians;

8.1.2.4. Asian Americans;

8.1.2.5. Alaska Natives;

8.1.2.6. Pacific Islanders; and

8.1.2.7. Other individuals found to be economically and socially disadvantaged by the Small Business Administration under section 8(a) of the Small Business Act.

8.1.3. “Woman Business Enterprise” means a business entity which follows the same guidelines as a Minority Business Enterprise but which is at last 51% owned by one or more women, or in the case of any publically owned business, at least 51% of the stock is owned by one or more of the women owners and whose management and daily business operations are controlled by one or more of the women who own the entity.

8.2. Certification.

8.2.1. Any business wishing to be identified by TISD as a small, women-owned or minority business shall be certified as such either:

8.2.1.1. By the State of Texas or Texas Local Government which conducts a certification program; or

8.2.1.2. By “self-certification” of a business entity under one of the definitions listed above.

9. SAMPLE REQUIREMENTS.

9.1. The District may require a sample of a product at any time for evaluation and testing, from a Vendor participating in a Solicitation process or a Vendor supplying items to the District under contract.

9.2. The Vendor should not submit a sample with the Solicitation Response unless directed to do so.

9.3. Request of Sample.

9.3.1. If it is determined that a sample is required as part of the Evaluation Process, the requirement will be issued in writing to the Vendor by the Buyer.

9.3.2. Samples must be received by the District’s Purchasing Office within five (5) District Business Days after written notification is issued, unless the notification instructs otherwise.

9.3.3. A representative sample of the item(s) offered must be provided. Award recommendations will be based on samples and any future items ordered will be of the same quality and grade of the sample submitted.

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9.3.4. The Vendor will cover all costs in shipping and providing the sample product to the District.

9.3.5. Failure to provide a requested sample may disqualify the Vendor from further consideration in award of the associated

Solicitation item.

9.3.6. If a sample is found to not meet the Solicitation specifications or the intended purpose of the product, the associated

Solicitation item will be disqualified.

9.4. Sending of Samples.

9.4.1. If a sample is required by the District, samples must be clearly marked with the following information:

9.4.1.1. The word "Sample" in large print;

9.4.1.2. The name of the company submitting the sample; and

9.4.1.3. The number and title of the Solicitation or Contract.

9.5. Return of Samples.

9.5.1.

9.5.2.

Unless specifically requested, all samples provided shall become the property of TISD.

If the sample is required by the Vendor to be returned, any and all costs associated with the return of the sample will be the responsibility of the Vendor.

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PART III

SOLICITATION RESPONSE

1. PREPARATION OF A SOLICITATION RESPONSE. In preparation of a Solicitation Response, each Vendor shall:

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

1.7.

1.8.

Furnish all information required by the Solicitation;

Authorized Signature.

1.2.1. Solicitation Responses must be signed and/or submitted only by individuals who have been given authority to bind the

Vendor under contract.

Have all erasures or other changes initialed by the signer of the Solicitation Response;

Solicitation Responses submitted on other forms or with different terms or provisions may be deemed non-responsive by TISD and disqualified;

Unless otherwise instructed by the Solicitation, Vendors shall submit the lowest and best price, F.O.B. destination, freight prepaid and allowed, on each item, including packaging and transportation.

An unsigned Solicitation Response will be deemed non-responsive by TISD and disqualified. Solicitation Responses cannot be signed after the Solicitation opening time even though the Vendor or a representative is present at the Solicitation opening.

All Solicitation Responses and accompanying samples or documents of any kind become the property of TISD. The District will be under no obligation to return any part of a Solicitation Response to a Vendor.

Vendors are required to respond to all requests identified in the Solicitation and indicate their acceptance or objection to the terms of the Solicitation and these General Provisions. Any exceptions to the Solicitation or these General Provisions must be clearly indicated in Vendor’s Solicitation Response.

2. ADDENDA. Should an addition or correction become necessary after a Solicitation is issued, an Addendum or notice of the availability of such an Addendum on-line will be sent to all Vendors of Record with TISD and will be posted on the District Web Site. Vendors of Record with TISD are those Vendors having received a copy of the initial Solicitation or notice of the availability of a copy on-line.

2.1. Vendors who have not obtained a Solicitation directly from TISD shall be responsible for immediately notifying the listed TISD Buyer in order to receive all written Addenda on a timely basis. Vendors who do not so notify TISD, and subsequently submit a Solicitation response without receipt of all Addenda issued, may be deemed non-responsive by TISD and disqualified.

2.2. Vendors shall acknowledge an Addendum by returning the Addendum in a separate response, or with the Solicitation, or by physically noting the change or addition on the Solicitation Response with a notation acknowledging the Addendum.

2.3. Failure to return or acknowledge an Addendum may be deemed non-responsive by TISD and result in disqualification.

3. BRAND NAME AND PRODUCT NUMBER REFERENCE.

3.1. If applicable to the Solicitation, the use of referenced brand/stock numbers in a Solicitation are for brevity in establishing minimum specifications and are not intended to be restrictive.

3.2. “Buyers approved equal” indicates that the District will consider other manufacturer’s product that meets or exceeds the published specifications. The District shall make the final determination of acceptable substitutions.

3.3. All items stating the terms “No Alternatives”, “No Substitute” or “Must Match Existing” shall mean that the District will not accept any other manufacturer’s products.

3.4. Unless no exception is made to the reference manufacturer’s product, the alternate manufacturer, trade and/or brand name and number must be indicated for each item bid. The Bidder will be required to forward any illustrations that render its equivalency. Any additional specifications must reference the line item number that it corresponds to.

3.5. Products of inferior quality will be rejected.

3.6. If the bid space is left blank, the District will consider the bid to be as specified.

4. ATTACHMENTS.

4.1. Vendors may include attachments to describe goods or services being offered and/or to exhibit that products offered meet all written specifications; however, Vendors shall not submit samples unless requested to do so.

4.2. Page and paragraph numbers shall properly reference each page of an attachment in the Solicitation Response.

4.3. The name of the Vendor submitting the attachment shall also be prominently displayed on each page of the attachment.

4.4. No terms or conditions recorded on any attachment will be considered binding unless specifically made a part of the Solicitation

Response in writing.

4.5. WARNING: Any added terms or conditions may result in disqualification of a Solicitation Reponse, e.g., Solicitation

Reponses subject to laws of a state other than Texas, requirements for prepayment, limitations on remedies, waiver of immunities, change in venue, etc.

5. SITE VISITATION.

5.1.

5.2.

5.3.

The Vendor shall be responsible for fully understanding the scope of the Solicitation, and if considered applicable to the goods or services being solicited, the District recommends that Vendors visit the TISD site and examine the space and/or equipment to be serviced. Vendors to shall obtain prior TISD Buyer approval for any site visit.

Pre-submittal conferences may be established by the District to allow Vendors access to the associated facility.

The prospective Vendor shall carefully examine the venue(s), specifications, and requirements.

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5.4. If necessary, Vendors shall secure additional information from the TISD Buyer that may be requisite to a clear and full understanding of the work.

6. REFERENCES.

6.1.

6.2.

If required in the Solicitation, the Vendor is to submit references that have contracted with their company to provide like products or services. It is recommended that the Vendor include school districts or other local government organizations similar to TISD in size and structure as references, if possible. References should include the company name, address, contact name, phone number and email address.

The District reserves the right to use the results of the reference check in the evaluation process. A negative reference or references may cause a Solicitation Response to be rejected.

7. CERTIFICATIONS AND REPRESENTATIONS.

7.1. The Vendor shall complete, sign and provide all documents as required by the Solicitation.

7.2. Based on the type of Solicitation, the forms that may be required are:

7.2.1. Felony Conviction Notice.

7.2.1.1. State of Texas Education Code, Section 44.034 requires that a person or business entity (excluding publicly-held corporations) that enters into a Contract with the District give advance notice to the District if the person or an owner or operator of the business entity has been convicted of a felony.

7.2.1.2. The District may terminate a Contract with a person or business entity if the District determines that the person or business entity failed to give notice as required by the Education Code or misrepresents the conduct resulting in the conviction.

7.2.2. Vendors shall complete, execute and return as part of the Solicitation Response, the Felony Conviction Notice information referenced in the Solicitation.

7.2.3. Proposal Submission Form (Proposals only). This document must be signed by an authorized representative who may legally bind the company and is to be included with the Solicitation Response for the response to be considered. Failure to sign and submit this document may disqualify the Solicitation Response.

7.2.4. W-9 Certificate. The Vendor is required to submit with its Solicitation Response a copy of a W-9 Vendor Identification Number Certificate to expedite the payment process if awarded a Contract. A copy of the form can be found at http://www.irs.ustreas.gov/pub/irs-pdf/fw9.pdf.

8. SUBMISSION OF SOLICITATION RESPONSES.

8.1. A Solicitation Response shall represent a true and correct statement and shall contain no cause for claim of omission or error.

8.2. If directed by the Solicitation, the Vendor shall provide any and all certifications, forms, and documents as stated within the Solicitation.

8.3. Responses

8.3.1. Solicitation Response must contain:

8.3.1.1. The signed cover page of the Solicitation with Vendor’s Certification;

8.3.1.2. The Solicitation Response Form;

8.3.1.3. Specification documents, if applicable;

8.3.1.4. The certifications and representations as applicable;

8.3.1.5. IRS Form W-9;

8.3.1.6. Any additional documents required by the Solicitation.

9. WITHDRAWAL OF A SOLICITATION. Any Vendor who, in TISD’s sole discretion, is extended the privilege of withdrawing a Bid because of having proven mechanical error in the Solicitation Response may not be considered for an Award on similar items for a length of period deemed appropriate by the District, usually considered to be one (1) year.

10. SOLICITATION RESPONSE CERTIFICATION. By signing and submitting a Solicitation Response, the Vendor certifies and represents to

TISD that:

10.1. The Solicitation Response has been reviewed by an authorized representative of the company or firm submitting the bid, proposal, offer or other Solicitation Response document;

10.2. The Vendor’s firm or any of its individuals have not colluded, conspired, connived or agreed, directly or indirectly, with an entity or person, to put in a sham Solicitation Response or bid or to refrain from responding to the Solicitation, and have not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person, to fix its Solicitation Response price, or that of any other vendor, or to fix any overhead, profit or cost element of said Solicitation Response price, or of that of any other Vendor, or to secure any advantage against TISD or any person interested in the Solicitation, and that all statements in its Solicitation Response are true;

10.3. The contents of the Solicitation Response as to price, terms and conditions or other details of the Solicitation Response have not been communicated by the Vendor or by any employee or agent to any other person engaged in this type of business prior to the official opening of the Solicitation; and

10.4. Vendor has read and understands the Solicitation and these General Conditions (including without limitation, the Contract Terms, Conditions, and Requirements set forth in Part V, below).

11. LATE SOLICITATION RESPONSES.

11.1. Late Solicitation Responses will NOT be considered under any circumstances.

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11.2. A Solicitation Response will be considered late if the Solicitation Response is not received at the Purchasing Department Solicitation Response Desk by the deadline provided in the Solicitation.

11.3. The Purchasing Department will not be responsible for and no allowances will be made for misrouting of a Solicitation Response within the District, delays caused by the Post Office, technical delays or problems, courier services, or any other delays.

11.4. The official deadline date and time is determined by the Purchasing Department.

12. THE DISTRICT IS TAX-EXEMPT

12.1. TISD is tax-exempt. Proposal prices should not include taxes.

13. OPEN RECORDS POLICY

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

14. INTERPRETATION

14.1. A Solicitation represents the basis for any Award and supersedes all prior offers, negotiations, exceptions and understandings

(whether orally or in writing). Submitted Solicitation Responses should be self-explanatory and should not require any clarification or additional information.

15. SOLE SOURCE

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

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

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

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

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

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

16. GENERAL CORPORATE AND CONTACT INFORMATION

Vendors are required to attach all of the following in the Solicitation Response:

• Describe the company’s official registered name and its principals.

• Provide a brief history of the company, including the year it was established.

• Provide the company’s organizational chart.

• Provide the company’s Dun & Bradstreet (D&B) number.

• Provide a description of the company’s relevant market and the company’s position within it.

• State whether the Vendor or the Vendor’s ultimate parent company or majority owner: (A) has its principal place of business in this state; or (B) employs at least 500 persons in this state.

• Vendor agrees to provide the District with the following financial information if requested by TISD at any point during the procurement process, including before or after contract award: If public, the Vendor’s income statement, balance sheet, and cash flow for the past three (3) years; if private, the Vendor’s audited financial statements for the past two years (if available).

A Vendor’s failure to provide this financial information may impact the TISD administration’s recommendation to the TISD’s Board of Trustees for the award of the contract.

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PART IV

SOLICITATION EVALUATION AND AWARD

1. RESERVATIONS. The District expressly reserves the right to:

1.1. Waive minor deviations from specifications, if the District determines that overall cost of the goods or service will be lower and the overall function is improved or not impaired;

1.2. Waive any minor informality or deficiency in any Solicitation procedure;

1.3. Accept, reject, or negotiate modifications in any terms of a proposed Vendor’s Solicitation Response, or any parts thereof;

1.4. Waive any formalities or technicalities if deemed in the best interest of the District;

1.5. Reject any or all Solicitation Reponses;

1.6. Cancel the Solicitation;

1.7. Reissue a Solicitation;

1.8. Extend the Solicitation opening time and date, the Contract Award date, or both;

1.9. Specify approximate quantities;

1.10. Increase or decrease the quantity specified in the Solicitation;

1.11. Consider and accept alternate Solicitations, if specified in the Solicitation, when it is considered in the best interest of the District;

1.12. Procure any goods or services by other means;

1.13. Purchase no goods or services;

1.14. Award one or more contracts, in part or in whole, to a single or to multiple prospective Vendors. The decision to award multiple contracts, award only one contract, or to make no awards rests solely with TISD. TISD may make multiple awards, and this fact should be taken into consideration by each Vendor;

1.15. Award contracts for individual products or services as may appear advantageous;

1.16. Negotiate separately in any manner necessary to serve the best interests of the District; and

1.17. Be sole judge of quality and equality.

TISD assumes no financial responsibility for any costs incurred by prospective Vendors in developing and submitting a Solicitation Response, participating in bid conferences (if any), participating in any negotiation sessions or discussions, or any other costs incurred by Vendors prior to award of a contract pursuant to any Solicitation.

2. COMPETITIVE SELECTION USING BEST VALUE.

2.1. Solicitation.

2.1.1.

2.1.2.

2.1.3.

2.2. Award.

2.2.1.

2.2.2.

All formal Solicitations will be evaluated using the Best Value method as defined in Texas Government Code, Section 2269.

The Solicitation will usually indicate the criteria and ranking to be used to determine Best Value. In the absence of criteria in the Solicitation, the criteria in 2.1.3 will be used.

In determining Best Value the District will consider any or all of the following:

2.1.3.1. Purchase price;

2.1.3.2. Offeror’s experience and reputation;

2.1.3.3. Quality of the offeror’s goods or services;

2.1.3.4. Impact of the ability of the governmental entity to comply with rules relating to historically underutilized businesses;

2.1.3.5. The offeror’s safety record;

2.1.3.6. Offeror’s proposed personnel;

2.1.3.7. Whether the offeror’s financial capability is appropriate to the size and scope of the project; and

2.1.3.8. Any other relevant factor specifically listed in the request for bids, proposals, or qualifications

Award will not necessarily be made to the Vendor submitting the lowest priced offer.

After Solicitation Responses are received, TISD may make an Award or Awards without discussion with any Vendor.

TISD reserves the right to conduct interviews, oral presentation, negotiations if applicable, or any other requirements deemed appropriate with only one, with some, or with all Vendors, in compliance with applicable procurement laws.

Solicitation Responses should, therefore, be submitted on the most favorable terms.

3. EVALUATION. The District will evaluate all Solicitations based on the following procedures:

3.1. Objective. Objective evaluation is:

3.1.1. Based on a set of pre-determined criteria using formulas and/or sets of ranges; and

3.1.2. By normal District processes, does not include an evaluation team.

3.2. Subjective. Subjective evaluation is:

3.2.1. Based on a set of pre-determined criteria; and

3.2.2. By normal District processes, includes the use of an evaluation team to determine the scoring.

4. AW ARD OF CONTRACT.

4.1. TISD will indicate acceptance of a Vendor’s Solicitation Response by issuance of a Purchase Order, Contract, or other form of Notice of Award to awarded Vendor(s) at completion of the evaluation of Solicitation Responses.

Temple Independent School District General Provisions – October 12, 2023

Document Date of October 12, 2023

4.2.

4.3.

4.4.

If the Contract is issued in the form of a Purchase Order, the Purchase Order together with any other documents which the TISD Buyer has attached thereto and/or referenced as part of the Purchase Order, constitutes an offer by the TISD Buyer to purchase from the Vendor the goods and/or services indicated, subject to these General Provisions. The Purchase Order, together with these General Provisions, and their attachments and/or referenced documents, is the sole and complete Contract between the District and Vendor with respect to the goods and services ordered, and supersede all prior oral and written understandings. No additional terms or modifications to the Purchase Order proposed by the Vendor in any acknowledgement, sales order, or other form of communication shall be binding on the District. The TISD Buyer’s failure to object to provisions contained in any communication from the Vendor shall not be deemed a waiver of the provisions hereof or an approval of the terms therein.

Acceptance of the Purchase Order is conditional on Vendor’s consent to the terms and conditions in these General Provisions. TISD expressly objects to and rejects any terms or conditions in addition to or different from those contained in these General Provisions, whether previously or hereafter proposed in any form from Vendor unless the TISD Buyer has expressly agreed to them in writing. By submitting a Solicitation Response to the District to provide goods or services, Vendor acknowledges receipt and willingness to accept all terms and conditions contained in these General Provisions.

Order of Precedence.

4.4.1. If a formal Contract, Agreement or Purchase Order is issued, the terms and conditions of the Contract shall be governed in the following order of importance/precedence:

4.4.1.1. These General Provisions;

4.4.1.2. Any Addenda to the Solicitation submitted prior to the opening of the Solicitation;

4.4.1.3. The original Solicitation;

4.4.1.4. The accepted portions of the Vendor’s Solicitation Response; and

4.4.1.5. Any subsequent contractual documents agreed upon by both parties.

4.4.2. Failure to accept this obligation may result in the cancellation of any award;

4.4.3. Any damages suffered by the District as a result of the Vendor’s failure to Contract shall be recovered from the Vendor.

4.5. Partnership and/or Subcontracting. If the Vendor has joined with one or more business partners or is Subcontracting any work to respond to the Solicitation, TISD reserves the right to:

4.5.1. Reject the Vendor’s offer based on that/those partnerships(s) and/or Subcontractors.

4.5.2. Accept, at its option, subsequent offers with new partnership(s) and or Subcontractors, should the Subcontracting Vendors in the initial offer be unacceptable for any reason.

4.6. Multiple Vendors. TISD reserves the right to award Contracts to multiple Vendors if such Vendors offer items that are unique and have value to TISD.

4.7. Formation of Contract. A response to a Solicitation is an offer to contract with TISD based upon the terms, conditions, scope of work, and specifications contained in the Solicitation and in these General Provisions. A Solicitation Response does not become a contract unless and until it is accepted and executed by TISD.

Document Date of October 12, 2023

PART V

CONTRACT TERMS, CONDITIONS, AND REQUIREMENTS

1. GENERAL TERMS.

1.1. Titles. The awarded Vendor shall be hereby known in the section as “Contractor”.

1.2. Term of Contract, Renewals and Extensions.

1.2.1.

1.2.2.

1.2.3.

1.2.4.

1.2.5.

The Contract established by the Contract Award shall be in effect from date of award or the commencement date, whichever is later, and shall continue for the term stated in the Contract. Typically, the base term is one year.

Any Purchase Orders dated during the term of the Contract must be honored even if received after the Contract expiration date. Contractors may not specify a "final order" receipt date.

Pricing is established by the date the order is placed unless otherwise stated in the Contract.

Renewal Contracts. In addition to the initial base contract term, the District shall have the right to renew the contract for a period described in the official solicitation. Typically, renewals may be offered for up to four (4) additional one-year terms (for example, one-year base term + 4 one-year renewals = 5/yrs total) provided both TISD and Vendor are in mutual agreement.

Short Term Contract Extension.

1.2.5.1. If the District determines that additional time is required to avoid a Contract lapse, it may, at its sole option, extend the Contract in 30-day increments, up to 180 days, under the current Contract pricing, terms and conditions.

1.2.5.2. Such extension will be done in writing prior to the end of the current Contract term.

1.3. Price Escalations. The prices in Contractor’s Solicitation Response shall be firm for the term of the Contract. The District shall only allow price escalations within a Contract if such provisions were identified within the original Solicitation. Contract renewals will allow for escalation only at the time of renewal and contractor must submit price escalation, along with a justification for such increase, on manufacturer’s letterhead, using the same format used in Contractor’s Solicitation Response. District shall review escalation amount and determine if escalation is acceptable or not. All price changes shall be subject to the District’s prior written approval.

1.4. Availability of Funds.

1.4.1. Any Purchase Order resulting from a Solicitation is contingent upon the continued availability of appropriations and is subject to cancellation by the District, without penalty, either in whole or in part, if funds are not appropriated by Temple ISD’s Board of Trustees or otherwise not made available to the District.

1.4.2. The District's payment obligations are payable only and solely from funds appropriated and available for the purpose of the purchase.

1.4.3. The absence of appropriated or other lawfully available funds may render the Contract Award null and void to the extent funds are not appropriated or available and any Deliverables delivered but unpaid shall be returned to the Contractor.

1.4.4. The District shall provide the Contractor written notice of the failure of the District to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract Award, or the reduction of any appropriation to an amount insufficient

1.5.

1.6.

to permit the District to pay its obligations.

Confidentiality. Subject to the Texas Public Information Act and any legal requirements, neither TISD nor the Contractor shall disclose any confidential information without prior written approval. As applicable, Contractor shall maintain and process all information it receives from the District in compliance with all applicable data protection/privacy laws and regulations and TISD policies.

Contractor and TISD 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. Contractor also acknowledges that TISD is subject to the Texas Public Information Act, and Contractor waives any claim against and releases from liability TISD, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created, assembled, maintained, or held by Contractor and determined by TISD, the Attorney General of Texas, or a court of law to be subject to disclosu re under the Texas Public Information Act.

Debarment or Suspension. The following shall be applicable to Solicitations that are funded by federal funds:

1.6.1. Federal Law (A-102) Common Rule and (A-110) OMB Circular prohibits non-federal entities, including school districts, from contracting with or making sub-awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred.

1.6.2. Covered transactions include procurement Contracts for goods or services equal to or in excess of $100,000 and all non-procurement transactions (e.g., sub-awards to sub-recipients).

1.6.3. Contractors receiving individual awards for $100,000 or more and all sub-recipients must certify that the organization and its principals are not suspended or debarred. By signature of the Solicitation, the Contractor affirms that neither it nor its principals are suspended or debarred by a federal agency.

1.7. Contract Kick-off Meeting.

1.7.1. The District reserves the right to require the Contractor(s) to meet with District representatives prior to the start of the

Contract.

1.7.2. The meeting, if any, shall include, at a minimum, discussion of the performance requirements, service specifications, expectations of professionalism, and access issues, if necessary.

1.8. Periodic Performance Reviews.

1.8.1. The District reserves the right to require periodic performance reviews with the Contractor(s).

1.8.2. These reviews shall evaluate at a minimum, the Contractor’s ability to:

1.8.2.1. Provide goods or perform services within the required specifications and/or performance requirements;

Document Date of October 12, 2023

1.8.2.2. Meet the District’s schedule; and

1.8.2.3. Perform in a professional manner.

1.9. Usage Reports.

1.9.1. The District will have the right to require the Contractor to provide usage reports of the goods or services purchased from the

Contractor during the Contract Period. Usage reports will be computer generated format and made available in 5-7 business days after request.

1.9.2. This right may, at the…