4-6. DISD General Terms and Conditions (02-2024).pdf

Dallas ISD – 120123 ‐ VII. Page 1

Standard General Terms and Conditions

Dallas ISD has adopted Standard General Terms and Conditions, which govern purchases made by Dallas ISD and the relationship between the District and Offeror and are hereby made part of the Agreement/Contract between the parties. "Offeror'' refers to the firm/company submitting a re-sponse to a solicitation by the District. After acceptance of the Offer and a resulting Contract, "Offeror'' will become synonymous with "Vendor", "Con-tractor'', "Provider'', or similar title. "Offer" refers to a response to a solicitation for an Offer-i.e., "Bid" for an IFB/RFB; "Proposal" for RFP/RFQ; "Offer'' for RFO; or "PO" for Purchase Order. These terms apply as incorporated by reference into solicitations, contracts, and purchase orders.

The District is exempt from Texas State and Local Sales Tax and Federal Excise Tax in accordance with Article 20.04 (F) 3, Chapter 20, Title 122a, Taxation, General, RCS, 1925, as amended by the 57th Legislature, First Called Session, 1961- DO NOT INCLUDE TAX IN BIDS OR PRO-

POSALS OR CONTRACTS.

Sales Tax Exemption.

a. The Vendor shall be held to have studied all tax laws for the State of Texas, the County of Dallas, Texas, and the City of Dallas or other municipality having jurisdiction and shall pay all taxes for which the Vendor may be held liable as a consumer or user of goods, or other-wise without addition to the Agreement price. The Vendor shall pay all sales, consumer, use, and other similar taxes required by law.

b. The District is an exempt organization as defined by the Limited Sales and Excise Use Tax Act of Texas. The Vendor may provide an ex-emption certificate in lieu of sales tax on the purchase, rental, or lease of all materials, supplies, equipment used or consumed, and other tangible personal property incorporated into the property being improved by virtue of this Agreement, as well as all materials, supplies, equipment, another tangible personal property used or consumed by the Vendor in performing this Agreement with the District. The Vendor may issue exemption certificate(s) to its suppliers in lieu of said sales tax for all of said materials and supplies. The uses of said materials and supplies for which an exemption from the said sales tax is claimed and any exemption certificate(s) shall comply with the applicable rulings of the State Comptroller.

Title to all items purchased under a resale certificate shall vest in the District at the time of initial possession by the Vendor and shall only be used in the performance of this Agreement. The vendor shall cause such items to promptly be marked, labeled, or otherwise physically labeled as District's property. The vendor shall cause items purchased under a resale certificate to send the receiving ticket to the District to be added to inventory before use by the Vendor. Any tangible personal property purchased under a resale certificate as described above and not fully used up in the performance of the Agreement shall remain with the District

The District is afforded a degree of sovereign immunity under various statutes. The District does not intend to surrender or reduce any of its sover-eign or contractual rights provided under Federal and/or Texas statute(s) and any attempt at any time during the Contract process, or Contract effec-tive dates, by the Offeror or any third-party to do so is null and void.

The District is an equal opportunity educational provider and employer and does not discriminate based on race, color, religion, sex, national origin, disability, sexual orientation, gender expression, gender identity, and/or age in educational programs or activities that it operates or in employment decisions. The District is required by Title VI and Title VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act, and the Age Discrimination Act of 1975, as amended, as well as Board Policies not to discriminate in such a manner. (Not all prohibited bases apply to all programs).

1. The following subparagraphs apply generally to solicitations, responses to solicitations (i.e., Offers), evaluation, and Contract award;

however, remedies, representations, and performance-type requirements apply during Contract performance:

a. SUBMISSION OF OFFER. Submission of a response to an RFP, IFB, RFO, or similar solicitation document shall be considered as the representation that the Offeror has carefully read all aspects of the solicitation document and has investigated all past, present, and re-quired conditions, including material and labor markets, of the goods or services being offered in the solicitation and freely submits an Of-fer. Failure of Offeror to examine the specifications, standard provisions, and/or all instructions will be at Offeror's risk.

b. RESPONSIVENESS. It is the Offeror's responsibility to read and comply with the information provided. Failure to complete and submit the bid/proposal according to the information and instructions may result in Offeror being declared "non-responsive" and being disqualified from further consideration.

c. SEALED SUBMISSION OF OFFER. The offeror may submit its Offer online through our electronic system or manually. If the Offer is sub-mitted manually, the offeror should submit its Offer in a sealed envelope, plainly marked with Offeror's name, Bid/Proposal number, re-

Dallas ISD – 120123 ‐ VII. Page 2 ceipt/opening date, and time. Offers may be mailed or delivered; however, the Offers should be in an envelope as noted above regardless of delivery method.

d. LATE SUBMISSION. Offers received after the time and date specified will not be accepted. Offers must be submitted in sufficient time to be received and time-stamped at the Procurement Services Department on or before the Offer Receipt/Opening Time and Date. The Dis-trict will not be responsible for delivering mail from the post office.

e. SIGNATURE BLOCK. Offers received without a proper signature will not be accepted. Signatures of the Parties transmitted by facsimile, pdf, or other electronic means shall be deemed to be their original signatures for all purposes.

f. FACSIMILE (FAX) OFFERS. Facsimile (fax) bids/proposals will not be accepted unless otherwise noted elsewhere in the solicitation.

g. PRICES/COMMENTS IN INK AND UNIT PRICE EXTENSIONS. All prices and comments must be typed or written in ink. Offers written in pencil will not be accepted. Mistakes may be crossed out, and corrections inserted and initialed by Offeror. Unit prices should include ex-tended prices. The unit price will prevail in the resolution of mathematical errors in the extended price or the total. The offeror must submit prices and other information required in the proper spaces on the offer forms provided. The deviation may result in disqualification of the Offer.

h. ESTIMATE OF REQUIREMENT. The quantities stated elsewhere in the solicitation documents (IFB, RFP, RFO, etc.) are an estimate of use ONLY unless clearly stated in the Statement of Work. The District makes no express or implied warranties whatsoever that any partic-ular quantity or dollar amount of products and related services will be procured through the Contract unless stated in the Statement of Work. Specific quantities will be noted on subsequent Purchase/Delivery Orders or equivalent documents issued under this Contract. If the District's requirements do not result in orders in the quantities described as "estimated" in the minimum specifications, that fact shall not constitute the basis for an equitable price adjustment. The District is not required to purchase requirements in excess of the estimated quantity on any item from the Offeror.

i. DISCOUNT PURCHASES. If the solicitation is for discount purchases instead of fixed prices, zero (0) percent discounts will generally not be considered for contract award. The District may select 3 to 5 of the most qualified/responsive submissions offering the most competitive pricing. Offerors must submit a catalog or price list, if applicable, with the Offer for evaluation purposes. Failure to submit a catalog may re-sult in disqualification. Contracts/Agreements shall be awarded to the Offerors, as determined by the District, offering the most competitive pricing based upon a comparative analysis of each Offeror's manufacturer/catalog pricing.

j. IDENTICAL OFFERS. In the event, identical Offers (i.e., tied "bids") are received, based on the best value, responsible, responsive Offer price, and other factors considered, the Dallas ISD will select one Offeror as the successful Offeror. If one of the Offerors submitting the identical proposal is a resident of the District, that Offeror shall be selected. If two or more such Offerors are residents of the District, one shall be selected by the casting of lots. In all other cases, one of the identical Offers shall be selected by casting of lots.

k. CONTRACT RIDERS. All School Districts, with a Board-approved inter-local agreement with the District expressing an interest in riding the contract resulting from this solicitation, may do so with written notification. Please indicate if contract pricing and terms will NOT be extend-ed to these districts. The District may assess a nominal administrative fee to the interested parties upon request. The district assumes no responsibility in the evaluation and award of any contract that results from this rider. Any contract resulting from this rider is strictly between the individual School Districts and the Offeror.

l. ACKNOWLEDGEMENT OF AMENDMENTS/ADDENDA. Changes to the solicitation document (IFB, RFP, RFO, etc.), statement of work, specifications, or similar substantial changes, prior to award, may be made in the form of an addendum. Each addendum must be returned with the signed Offer and with any other addendum at the time and date of the solicitation opening or prior to that time. If the addendum is not returned, the Offer may be disqualified.

m. ALTERNATIVE BIDS. This subparagraph is specific to a "Bid" (i.e., an Offer to an IFB or RFB). No alternate Bid will be accepted unless otherwise stated in the solicitation. Submission of an alternate or taking exceptions to the IFB/RFB (including, but not limited to, the State-ment of Work; Specifications; and General Terms and Conditions) may result in the Offer being declared "non-responsive" and not being further considered for award.

n. CHANGES IN NAME, ADDRESS, OR PHONE NUMBER. Offerors are solely responsible for notifying the District's Procurement Services Department of any changes, in writing, to the company's name, address, and telephone number. If an Offeror fails to notify the District of any changes in their contact information, the Offeror may be suspended from transacting business with the District until the changes have been made.

o. SUBSTITUTIONS. The use of brand names and catalog numbers does not prohibit the substitution of other brands of equal quality unless "NO SUBSTITUTE" is specified; however, the determination of an acceptable "substitute" is at the sole discretion of the District. No substi-tutions or cancellations are permitted after award without written approval by the District's Purchasing Executive Director or equivalent po-sition.

p. BRAND NAME OR EQUAL. The use of brand/models in the solicitation document (IFB, RFP, RFO, etc.) is to establish a standard of quali-ty, workmanship, performance, etc. Offerers may bid/propose brands/models they deem equivalent or equal to those shown on the bid/proposal. The burden of proof of equivalency or "Equal or" is upon the Offerer; however, the final determination of "Equal" is at the sole discretion of the District. For line items, the Offerer must specify the make or model of each line item, even if offering the brand specified.

DO NOT state "As Specified" or "Equal" rather clearly and completely list the brand/make/model. Offerer (s) submitting brands or models other than those specified may be requested to furnish samples, at Offerer's expense, of their offerings for evaluation by the District. These samples will generally NOT be returned and may be destroyed or consumed in testing/evaluation.

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q. DEMONSTRATIONS/SAMPLES. In order for the District to determine an acceptable "substitute" or to determine "as equal" for "brand name or equal", a demonstration or sample of the products/goods may be requested.

i. Offerer shall provide the demonstration version or sample at no cost to the District. The offerer shall bear all expenses for trans-portation, installation, removal, operational supplies, and repair parts of the demonstration/sample.

ii. Offerer understands that this evaluation is without monetary consideration for the use of the equipment. It is for evaluation only and does not obligate the District to purchase the products or goods at the present or any future time.

iii. The District agrees to use the demonstration version/sample for evaluation only and to use the product/good in an environment and under circumstances substantially consistent with the product's/good's design and intended use. The District agrees to pro-vide reasonable care and safeguard of the demonstration version/sample while it is in the District's possession; however, Offerer acknowledges that the demonstration version/sample may be damaged/consumed, destroyed during the evaluation. The offerer understands that the results of the evaluation may not be used as an endorsement by the District or for promotional purposes us-ing the District's name, logo, or other identifying information.

iv. Offerer will indemnify, save harmless and defend the District from and against any claims, actions, debts, liabilities, and attorney fees arising out of, claimed on account of, or in any manner predicated upon loss of, or damage to the demonstration ver-sion/sample, or injuries to, or death of any persons whatsoever, in any manner caused by or attributed to Offerer or Offerer's agents, servants, representatives, consultants, or employees while in the District's possession or attributed to the failure or mal-function of the demonstration version/sample provided by the Offerer during the District's use, test, or evaluation of the demon-stration version/sample.

r. FACILITY MODIFICATIONS. If any part of the Offer will necessitate any existing facility modifications including, but not limited to, the re-moval or relocation of any physical elements, the Offerer shall provide a detailed list of every modification necessary and associated cost to address each item. Further, if there is an increase of existing electrical, plumbing, or mechanical load(s) to the existing facility that will necessitate additional electrical outlets, water sewer, air conditioning, etc., the Offerer shall provide a comprehensive list of such, the nec-essary details and associate cost to address such item. The Offerer shall comply with all applicable codes, regulations, statutes.

s. INFORMALITIES AND IRREGULARITIES. The District reserves the right to waive minor irregularities and/or informalities and to accept or reject any bids/proposals in whole or in part or to negotiate separately in any manner necessary and/or to terminate the procurement solici-tation process in its entirety provided that the action is in the best interest of the District. The Purchasing Director shall reject the Offer of the Offerer who is deemed non-responsive. The unreasonable failure of an Offerer to promptly provide information with respect to respon-sibility may be grounds for a determination of non-responsibility.

t. OFFER WITHDRAWAL. An Offerer may withdraw its Offer upon written request at any time prior to the receipt/opening date and time.

"Bids" cannot be amended or altered, except to correct price extension errors, after the opening date and time; however, "Proposals" or "Offers" may be amended or altered IF the District initiates discussions.

u. COMMUNICATION WITH THE DISTRICT

VENDOR CONTACT WITH DALLAS ISD BOARD MEMBERS:

Dallas ISD Board Policies CHE (LOCAL) and CAA (REGULATION) forbid vendors from contacting Board members individually at any time during the procurement process or during the performance of any contract. Below are excerpts of Board Policy CHE (LOCAL), for General Procurement process and CAA (REGULATION) for Technology Purchases eligible for E-Rate funding, which detail this restriction:

CAA (REGULATION):

"Contracts with vendors participating in the District's E-Rate Program will include the following provisions:"

"The vendor will refrain from contacting individual members of the Board regarding any aspect of the vendor's E-Rate business, whether current or anticipated. Communications with the Board, if required, will be in writing addressed to all members of the Board."

The vendor will comply with all state and local laws and District policies regarding conflicts of interest and gifts of things of value, including the FCC's rules and requirements regarding "fair and open competition." The vendor will complete all affidavits and questionnaires required by the District relating to conflicts of interest and gifts completely and truthfully. A vendor that violates any of these provisions may have a pending bid or proposal rejected, be excluded or barred from receiving future contracts, and/or have an existing contract canceled. CAA

(REGULATION)

Dallas ISD Board Policy CAA (REGULATION) may be viewed in its entirety from the Dallas ISD website.

CHE (LOCAL):

"Persons conducting commercial business with the District shall refrain from contacting individual members of the Board regarding any as-pect of the business during the restricted contact period. Communications with the Board regarding any aspect of the business shall be in writing and addressed to all Board members."

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"Conducting business" shall include participation in a pending procurement, the negotiation of any contract, the performance of any con-tract, the selling of any product, and the performance of any services."

Dallas ISD Board Policy CHE (LOCAL) may be viewed in its entirety from the Dallas ISD website.

VENDOR PROHIBITION FROM USE OF FORMER DALLAS ISD EMPLOYEES:

Dallas ISD Board Policies CHE (LOCAL) and DBD (LOCAL) prohibits vendors from using former Dallas ISD employees to work on, or have any involvement, in District-related business performed or provided by that vendor for a period of two years, for the Superintendent of Schools, Chiefs, Executive Directors, and Directors or equivalents, and 18 months for all other former employees. Below are excerpts from Board Policies CHE (LOCAL) and DBD (LOCAL), which detail these restrictions:

CHE (LOCAL):

"The District vendors, consultants, and contractors shall not employ any employee or former employee for 18 months after the termination of such employee's employment relationship with the District unless the former employee will not provide services to the District, work on, or have any involvement in District-related business of the contractor."

Dallas ISD Board Policy CHE (LOCAL) may be viewed in its entirety from the Dallas ISD website. DBD (LOCAL): "Former senior level em-ployees, including the Superintendent of Schools, Chiefs, Executive Directors, and Directors or equivalents thereto shall not make any communication to or appearance before a current committee, Superintendent of Schools, principal, or employee of the District before the two-year anniversary of the date the former employee ceased to be the Superintendent of Schools, Chief, Executive Director or Director if the communication is made:

With the intent to influence; or On behalf of any person in connection with any matter on which the former Superintendent of Schools, Chiefs, Executive Directors, and/or Directors, seeks action by the District. [See CHE(LOCAL) and CH(LOCAL)]

Any person who has been employed as a full-time employee of the District may not perform services for the District for compensation as a vendor or consultant or on behalf of a vendor or consultant for 18 months after the termination of the person's employment relationship with the District. This restriction does not apply to former employees who are hired as classroom teachers; campus-based professional employ-ees, or campus principals."

Dallas ISD Board Policy DBD (LOCAL) may be viewed in its entirety from the Dallas ISD website.

Neither the execution of this Agreement by the District nor any other conduct of any representative of the District relating to the Agreement shall be considered a waiver of governmental immunities available to the District.

v. PROHIBITION AS SUBCONTRACTORS. No Offeror who is permitted to withdraw a proposal shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn proposal was submitted.

w. PUBLIC INFORMATION ACT. Texas Public Information Act (TPIA). The vendor acknowledges that the Dallas ISD is subject to the Texas Public Information Act (TPIA). As such, upon receipt of a request under the TPIA, Dallas ISD is required to comply with the requirements of the TPIA. For purposes of the TPIA, "public information" is defined as information that is written, produced, collected, assembled, or main-tained under a law or ordinance or in connection with the transaction of official business:

i. by Dallas ISD; [or]

ii. for Dallas ISD and Dallas ISD

A. owns the information; [or] B. has a right of access to the information; or C. spends or contributes public money for the purpose of writing, producing, collecting, assembling, or maintaining the in-formation; or

iii. by an individual officer or employee of Dallas ISD in the officer's or employee's official capacity and the information pertains to the official business of the Dallas ISD.

The vendor is expected to fully cooperate with the Dallas ISD in responding to public information requests. This includes, but is not limited to, providing the Dallas ISD with requested documentation. In the event that the request involves documentation that Vendor has clearly marked as confidential and/or proprietary, Dallas ISD will provide the Vendor with the required notices under the TPIA. The vendor acknowledges that it has the responsibility to brief the Attorney General's Office on why the documents identified as confidential and/or proprietary fall within an exception to public disclosure.

x. PROPRIETARY INFORMATION. With the exception of prior copyrighted or trademarked materials of the Vendor, the Vendor agrees that all reports, studies, plans, models, drawings, specifications, and any other information or data of any type relating to its activities hereun-

Dallas ISD – 120123 ‐ VII. Page 5 der, whether or not any of the same is accepted or rejected by District, shall remain the property of District and shall not be used or pub-lished by Vendor or any other party without the express prior consent of District. In the implementation of the foregoing, Vendor hereby grants and assigns to District all rights and claims of whatever nature and whether now or hereafter arising in and to any and all of such reports, studies, plans, models, drawings, specifications, and other information or data and shall cooperate fully with District in any steps District may take to obtain copyrights, trademark or like protections with respect thereto. All information owned, possessed, or used by Dis-trict which is communicated to, learned, developed, or otherwise acquired by Vendor in the performance of consulting services for District, which is not generally known to the public, shall be confidential, and Vendor shall not, beginning on the date of first association or commu-nication between District and Vendor and continuing through the term of this Agreement and any time thereafter, disclose, communicate or divulge, or permit disclosure, communication or divulgence, to another or use for Vendor's own benefit or the benefit of another, any such confidential information, unless required by law.

Except when defined as part of the Work, Vendor shall not make any press releases, public statements, or advertisements referring to the Work or the engagement of Vendor as an independent vendor of District in connection with the Work or release any information relative to the Project for publications, advertisement or any other purpose without the prior written approval of District. The vendor shall obtain as-surances similar to those contained in this subparagraph from persons, vendors, and subcontractors retained by Vendor. The vendor acknowledges and agrees that a breach by the Vendor of the provisions hereof will cause District irreparable injury and damage. The ven-dor, therefore, expressly agrees that District shall be entitled to injunctive and/or other equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a breach of this Agreement.

y. DISCOUNTS. Offerors are encouraged to offer discounts for quantity buys, timeliness of buys, and/or prompt payment incentives as "val-ue-adds". The conditions for earning the discount may be indicated by the item being offered or by submitting a separate page with the in-formation. These discounts may be considered in determining the low Offer and will be part of any contract issued.

z. ECONOMIC PRICE ADJUSTMENT (EPA). The offeror may include an EPA (price increase or decrease) in its Offer; however, the offered price increases are to be capped by the appropriate Consumer Price Index (CPI) or Producer Price Index (PPI) that should be identified by the Offeror. EPA price increases are not automatic, are not cumulative, and must be justified by the Offeror, in writing, and may be contin-gent upon District approval. The District reserves the right to terminate a Contract, without prejudice to the District, if a proposed price in-crease is not reasonable as determined by the sole discretion of the District.

aa. COMPETITION INTENDED. It is the District's intent to maximize competition for all solicitations. It shall be the Offeror's responsibility to advise the District's Executive Director for Procurement Services, in writing, if any language, requirement, specification, etc., or any combi-nation thereof, inadvertently restricts or limits the requirements stated in this solicitation to a single source. Such notification must be re-ceived no later than five (5) days prior to the date set for receipt/opening.

bb. OFFEROR'S EXPERTISE. By submitting an Offer and/or accepting a purchase/delivery order, Offeror represents that he/she is knowl-edgeable in the goods or services being offered including historical, current, and future market conditions, and that the District can rely on this representation. Offerors will deliver products, goods, and services per specifications.

cc. SOLICITATION DOCUMENT PART OF CONTRACT. The contents of the Offer submitted by the successful Offeror, solicitation document, and General Terms and Conditions will become part of any Contract awarded. The successful Offeror will be expected to perform and honor a Contract awarded by the District as a result of the Offeror's Offer.

dd. F.O.B. DESTINATION (FREE ONBOARD). F.O.B. destination for all competitive Offers is the District's standard for Offers and inside de-livery.

ee. RECEIPT AND OPENING OF OFFERS. (1) Bids (i.e., Offers from IFBs/RFBs) will be publicly opened, Offerors identified, and prices read aloud immediately following the Receipt/Opening Date/Time. Bidders are invited to be present at the opening of the bids on the date and hour specified. (2) Proposals (i.e., Offers from RFPs, RFOs, and RFQs) will be opened by the District in a non-public forum. Names of Of-ferors and prices will NOT be disclosed until after evaluation and award. (3) All Offers received in response to solicitation documents (IFBs, RFPs, RFOs, RFQs, etc.) will be forwarded to an applicable Evaluation Committee for evaluation and recommendation.

ff. NON-CONFORMING TERMS AND CONDITIONS. Offerors submitting a non-conforming response or an Offer that includes corporate forms, brochures, or sample contract forms that do not conform to the solicitation document may be requested to withdraw non-conforming terms and conditions that do not affect the price, quality, or delivery of goods/services. If the response is to an RFB/IFB AND price, quality or delivery is affected, the Offer will be deemed "non-responsive" and will not be considered for further evaluation and/or award.

gg. OFFEROR DOCUMENTATION. The Offeror's "binder'', cover letter, and/or standard statement of work template, etc. may become a part of the Contract Documents, but the Terms and Conditions (General and Special) and Statement of Work (SOW) of the District's solicitation document (RFP, IFB, RFO, RFQ, etc.) take precedence unless Offeror's deviations/exceptions are specifically identified in a separate doc-ument (substantially titled "Exceptions to Terms, Conditions, and/or SOW') that is executed by Offeror and the District's Purchasing Execu-tive Director and incorporated into the Award Letter.

hh. EXCEPTIONS FROM TERMS, CONDITIONS, and/or SCOPE OF WORK. If there is any proposed exception from that prescribed in the scope of work/services, the appropriate line in the scope of work/services shall be ruled out and the exception clearly stated or the excep-tion clearly and completely noted on the Exceptions to Terms, Conditions, and/or Statement of Work Form. The District reserves the right to determine the responsiveness of any such deviation. If the District determines any such deviation is unacceptable, the Offer may be deemed "non-responsive" and not be considered for further evaluation and/or award. The District's determination of non-responsive is at the District's sole discretion and is not subject to dispute.

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ii. DEBARMENT. By submitting a proposal, the Offeror certifies that it is not currently listed as debarred on the Texas Comptroller's website, by the District, or similar State/Federal Agency.

Debarment. In accordance with the provisions of Appendix A to 49 CFR (Code of Federal Regulations), Part 29, Vendor by signing this Agreement shall certify that to the best of the Vendor's knowledge and belief, that it and its principals:

i. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered trans-actions by any Federal, State, or Local Government department or agency, including the Universal Service Administration Com-pany (USAC) for the administration of the E-rate Rules.

ii. have not within a three (3) year period preceding this offer been convicted of or had a civil judgment rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

iii. are not presently indicted for otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with the commission of any of the offenses enumerated in (a)(2) above; and

iv. have not within a three (3) year period preceding this offer had one or more public transactions (Federal, State, or local) termi-nated for cause or default.

jj. SUBCONTRACTORS. The offeror shall include a list of all subcontractors anticipated to be used in fulfilling the Offer. The offeror shall al-so include a statement of the Subcontractor's qualifications. The District reserves the right to reject the Offeror's selection of any or all Subcontractors. The Vendor shall contract with each of its subcontractors, at a minimum, with the same contractual provisions and respon-sibilities as indicated in this Agreement

kk. USE OF FORMER DISTRICT EMPLOYEES. The offeror will comply with current Board Policies impacting on Offeror using former District employees in any capacity on a Contract/Agreement with District. Essentially, former District superintendents, assistant/deputy superinten-dents, chiefs, executive directors, and directors (or equivalent) cannot be used for a period of two years after leaving the District. Other former District personnel cannot be used for eighteen months on any Contract/Agreement with the District.

ll. EXPENSES INCURRED IN OFFER PREPARATION. The District will not be liable in any way for any costs incurred by any Offeror in the preparation of its Offer, nor for the presentation of its Offer and/or participation in any discussions and/or negotiations.

mm. REQUIREMENT FOR INTERPRETATION. Requests by the District's Purchasing staff for clarification of Offers shall be in writing unless the clarification does not impact on price, delivery, quality, or a specific portion of the Statement of Work. Applicable requests shall not alter the Offeror's pricing information contained in its price proposal

nn. TAXES. Because fiscal responsibility is an evaluation criterion, in the event that an Offeror is, or subsequently becomes, delinquent in the payment of school ad Valorem taxes, such fact may be grounds for rejection of the Offer, or if already awarded the Contract/Agreement, for termination of the contract without prejudice to the District. However, the District reserves the right to deduct any amounts owed for de-linquent taxes from pending payments that the District may owe to the Offeror as a result of such Contract.

oo. PAYMENT OF TAXES. All Offerors located or owning property in Dallas County shall assure that all real and personal property taxes are paid. The District will verify payment of all real and personal property taxes due by the Offeror prior to award of any contract award or re-newal.

pp. INDEPENDENT CONTRACTOR RELATIONSHIP. In any resulting contract/agreement, the Offeror is being engaged as an independent contractor and the District will have no responsibility or obligation to provide transportation, insurance, workers' compensation, or employee benefits normally associated with employee status. Offeror covenants and agrees to conduct itself consistent with independent contractor status and that it will neither hold itself out as nor claim to be an officer, partner, employee, or agent of the District. The offeror will disclose any relationship that could be construed as a conflict of interest or potential conflict of interest or prejudice the independent relationship of the District and the Offeror.

qq. RELIANCE ON OFFEROR ASSURANCES. In the performance of the services hereunder, Offeror represents that it, its owner, and em-ployees have all licenses and permits to (if required) work in the state of Texas and that Offeror is a business either fully incorporated in the state of Texas or recognized and allowed to operate in the state of Texas. The offeror represents that it, its owner, and employees have the knowledge, abilities, skills, and resources to provide the technical assistance and support services specified in this agreement as required by the District. Further, Offeror represents that it has the competence and qualifications to render such services with little or no guidance from the District and has experience in providing said goods, products, commodities, and/or services, and in reliance on such as-surances, the District may enter into an agreement with the Offeror. The offeror shall comply with all applicable federal, state, and local laws, executive regulations, and orders.

rr. EVALUATION CRITERIA. In awarding a Contract, Offers may be evaluated on: the purchase price, the reputation of the vendor and of the vendor's goods and services, the quality of the vendor's goods or services, the extent to which the goods or services meet the District's needs, the vendor's past relationship with the District, the impact on the ability of the District to comply with laws relating to historically un-derutilized businesses, the total long-term cost to the District to acquire the goods or services, and vendor's references, the record for fiscal and contracting responsibility, knowledge of the product/good/service and any other relevant factor specifically listed in the solicitation "Other relevant factors" are identified elsewhere in the solicitation. Quality and suitability of the product and not price alone shall be con-sidered in the acceptance of Offers.

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ss. ACTIONS REGARDING OFFERS TO SOLICITATIONS/CONTRACTS. The District expressly reserves the right, without prejudice, to:

i. Reject or cancel any or all proposals.

ii. Waive any defect, irregularity, or informality in any response to a solicitation procedure allowed by statute or policy.

iii. Waive as an informality, minor deviations from specifications at a lower price than other proposals meeting all aspects of the specifications if it is determined that total cost is lower, and the overall function is not impaired.

iv. Reissue solicitation (i.e., RFP/IFB/RFO/RFQ).

v. Consider and accept an alternate proposal as provided herein when most advantageous to the District;

vi. The District has the right to cancel the contract with a thirty-day written notice, without prejudice, for factors including, but not lim-ited to, non-availability or non-appropriation of funds; and/or

vii. Procure any item or services by other means to meet time-sensitive requirements.

tt. OUT-OF-STATE OFFERORS. The "Reciprocity Rule" applies. Offerors whose principal place of business is located in a state which gives preference to residents are subject to the same restrictions when submitting an Offer with an entity of the State of Texas.

uu. WARRANTY. The products, goods, or services furnished under this Contract shall be covered by the most favorable commercial warran-ties available to any customer for the same or similar products, goods, or services.

vv. ENVIRONMENT OF DISTRICT. The District is a tobacco-free, drug-free, weapon-free, and alcohol-free environment. It is the responsibility of the Offeror to ensure that Offeror's employees, agents, subcontractors, etc. are not under the influence and/or possession of drugs, to-bacco, alcohol, or weapons. If an employee, agent, subcontractor, etc. of Offeror is found to be under the influence and/or in possession of drugs/tobacco and/or alcohol and/or weapons at the time of service, the Offeror will be notified at once by the District that the individual(s) must be immediately restricted from all District campuses/departments. Repeated offenses by Offeror could result in Contract termination for default.

ww. FIRM PRICE OFFER PERIOD. Offer pricing shall be firm for a minimum period of one hundred and twenty (120) calendar days following the date established for the receipt/opening date to allow time for the District to evaluate, accept, and/or reject Offers.

xx. AWARD TO MULTIPLE VENDORS. The District reserve the right to award to a single vendor or multiple vendors i.e., primary, secondary, and tertiary suppliers, etc. The Contract is not exclusive to one Offeror unless so stated in the Statement of Work, or Offeror states "all or none" in its response/Offer and Offer is accepted by District. This Agreement shall be binding upon and insure to the benefit of the parties hereto another respective permitted assigns and successors.

yy. VENDOR FILE UPDATE BY OFFEROR. Within seven (7) working days of notification of award of Contract/Agreement, the Offeror must update the vendor information in District's Vendor Management Database database. Failure to update the database may result in termina-tion of Contract/Agreement for default.

zz. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE. Contract Documents are the documents that comprise the basis of the con-tractual agreement between the District and the successful Offeror. In the simplest contracts, Contract Documents include the District's so-licitation document (RFP, IFB, RFO, RFQ, etc.); the Offeror's response to the solicitation document; and the notice of award or acceptance by the District. In more complex contracts, Contract Documents may be identified in the District's notice of award or acceptance and may include the District's solicitation document (RFP, IFB, RFO, RFQ, etc.); the Offeror's response to the solicitation document; the District's request for Best and Final Offer (BAFO); the Offeror's response to the BAFO; any other documents impacting on the Agreement as deemed necessary by the District; and the notice of award or acceptance by the District.

i. Offeror will ensure the District's terms and conditions, statement of work, and Contract Documents order of precedence flow down to Offeror's subcontractors, agents, and/or third-party business "partners".

ii. Regardless of the documents comprising the Contract Documents, the District's solicitation document (to include the Statement of Work (SOW) and Terms and Conditions) take precedence over other Contract Documents (regardless of date) unless specifi-cally identified in a separate document (substantially titled "Exceptions to Terms, Conditions, and/or SOW") executed by Offeror and the District's authorized signator and incorporated into the Award Letter. Phrases embedded in supporting documents sub-mitted in response to a solicitation document that attempts to limit, change, restrict, or replace the precedence over the District's solicitation document may be declared null and void by the District unless such "changes" are specifically identified in a separate document (substantially titled "Exceptions to Terms, Conditions, and/or SOW") executed by Offeror and the District's authorized signator and included as an attachment/addendum to the Contract.

iii. After contract award, the successful Offeror, its sub-contractors, and/or other third parties to the Contract may provide additional information and/or documentation to facilitate the accomplishment of the Contract's SOW in the form of administrative proce-dures, processes, flow charts, templates, etc.; however, these additional documents (especially embedded comments or general references terms, conditions, SOW) do not change nor replace existing Contract language nor do they supersede or change the precedence of the Contract Documents unless specifically identified in a separate document (substantially titled "Exceptions to Terms, Conditions, and/or SOW') executed by Offeror and the District's authorized signator and included as an attach-ment/addendum to the Contract. Any attempt by the Offeror and/or its subcontractors, agents, third parties, etc. to submit or in-troduce documents that supersede or take precedence over the Contract Documents may be declared null and void by the Dis-trict.

iv. Supporting and/or backup information and/or documentation to include, but not limited to, administrative procedures, workflow charts, templates, third-party documents, end-user license agreements, "shrink-wrap" and/or "click-wrap" licenses, etc. may be

Dallas ISD – 120123 ‐ VII. Page 8 used to define processes, procedures, or performance expectations; however, this supporting/backup information/documentation does not take precedence over the solicitation document and/or documents identified as Contract Documents unless specifically identified in a separate document (substantially titled "Exceptions to Terms, Condition, and/or SOW") that is executed by Offeror and the District's authorized signator and included as an attachment/addendum to the Contract.

2. PROTEST and/or APPEAL PROCESS. A protest shall be in writing and shall be filed with the District's Chief Financial Officer (CFO). A protest of a solicitation shall be received by the CFO before the receipt/opening date. A protest of a proposed award or an award or notice of termination or default shall be filed within ten (10) working days after the protester knows or should have known the basis of the protest. A protest received after the ten (10) working day period will not be considered and will be returned. A protest must include:

a. The name, address, and telephone number of the protestor;

b. The signature of the protestor or its representative;

c. Identification of the solicitation or contract number;

d. A detailed statement of the legal and factual grounds of protest including copies of relevant documents;

e. The form of relief requested.

The CFO will respond to all protests no later than ten (10) working days of receipt. Offerors are reminded that the restricted contact period require-ments remain applicable. The protesting party may appeal the determination within fifteen (15) district business days of the receipt of the notice of determination.

3. OFFICIAL CORRESPONDENCE. All official Contract related correspondence must be mailed to the District's Executive Director for Procurement Services and/or the District's Director for Contracts Management as noted on the cover page of the solicitation document.

4. PURCHASE ORDERS/DELIVERY ORDERS. A Purchase Order serving as a Delivery Order will be issued after awarding of a Contract and will cite the IFB/RFP/RFO/RFQ number, a brief explanation of the goods and/or services being purchased under the Contract and required delivery dates of deliverables under the Contract.

a. The terms and conditions of the applicable IFB/RFP/RFO/RFQ take precedence over the General Terms and Conditions associated with a "normal" Purchase Order. The purchase order/delivery order also serves as the tracking document to facilitate payments; therefore, the successful vendor shall not begin work/services or deliver merchandise without a signed purchased order/delivery order.

b. Any Purchase/Delivery Order issued during the effective period of this Contract, and not completed within the effective period of the Con-tract, will be completed by the Offeror under the terms and conditions of this Contract. Texas School finance law outlines that purchase or-ders are valid only for the term outlined and agreed upon by both parties. The purchase order does not typically “carry over” through school fiscal years and should be closed at this time unless otherwise notified by the district.

5. DISPUTES.

a. Pre-Litigation Mediation. Any claim, dispute, or other matter in question arising out of or related to this Agreement (collectively, "Claim" or "Claims") shall be subject to non-binding mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall share the mediators fee and any filing fees equally, and the mediation shall be held in Dallas, Texas. Agreements reached in mediation must be approved by the Board of Trustees and shall thereafter be enforceable as settlement agreements in any court having jurisdiction thereof. Mediation shall be conducted by a mediator selected jointly by the District and Vendor. Except for injunc-tive relief, neither party may commence litigation relating to any Claim arising under this Agreement without first submitting the Claim to mediation.

b. Claims for Consequential Damages. The Vendor and District waive Claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termina-tion in accordance with this Agreement. Nothing contained in this paragraph 5 shall be deemed to preclude an assessment of liquidated damages, in accordance with the requirements of the Agreement Documents.

c. Texas Tort Claims Act. The owner does not waive any of its immunities from lawsuit or damages, or both, as provided by the Texas law, as a public institution, whether granted by the constitution, common law, or statute and nothing contained in the Agreement Documents, or any action required of the Owner by the Agreement Documents shall be interpreted to be such a waiver.

NEITHER THIS AGREEMENT, NOR ANY PART THEREOF, NOR ANY DISPUTE ARISING HEREUNDER, IS SUBJECT TO ARBITRATION.

6. UNAUTHORIZED PURCHASES. Offeror understands and acknowledges that during the term of the Contract any shipment or delivery of goods and services made to District's campuses and departments without a properly approved purchase order/delivery order constitutes an unauthorized purchase and financial obligation. The District does not assume any responsibility for these products, goods, and services. The offeror understands and accepts full responsibility and will not seek payment for unauthorized purchases. The offeror further understands and acknowledges that the District will not issue payment for products, goods, and services delivered without a properly approved purchase order/delivery order.

Dallas ISD – 120123 ‐ VII. Page 9

7. ASSIGNMENT/DELEGATION. This Agreement is a personal service contract for the services of Vendor, and Vendors interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a third party unless consented to in writing by District (which con-sent may be withheld in District's sole and absolute discretion). The benefits and burdens of this Agreement are, however, assignable by District. The Vendor shall not subcontract any portion of the work required by this Agreement without the prior written approval of the District except for any sub-contract work identified herein.

8. PLACE OF DELIVERY. The place of delivery shall be that set forth in the purchase order. All deliveries must be inside deliveries unless other arrangements are made. All PRICES- F.O.B. DESTINATION -SHIPPING and HANDLING CHARGES PREPAID.

9. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to the District until the District actually receives and accepts possession of the…