4-REQUIRED FORMS-9.30.25.pdf

StandardTerms&Conditions Governing the Purchase of Goods & Services

These Standard Terms & Conditions (“Standard Terms & Conditions”) are requirements that are binding upon the firm, organization, agent, or individual (the “Offeror”, “Proposer”, “Vendor” or “Contractor”) awarded a District contract (“Contract” or “Agreement”) for goods or services through either (i) participation in a competitive procurement process (“Bid Process”) (i.e. Invitation to Bid, Request for Proposals, or Request for Qualifications) or (ii) receipt of a duly authorized District Purchase Order.

Unless agreed to otherwise in writing between authorized representatives of Elgin ISD and the Vendor, these Standard Terms & Conditions communicate the District’s expectations in regards to the Vendor’s performance in connection with the District’s purchases.

NOTE: Any terms, specifications, or requirements that are specific to a Bid Process shall apply only to a Vendor who is awarded a Contract as a result of the Vendor’s participation in such process.

1. SOLICITATION INSTRUCTIONS, TERMS, AND CONDITIONS

1.1. POINTS OF CONTACT: Unless specified otherwise, the District’s sole point of contact for questions regarding solicitations is listed below. Unless otherwise indicated on a specific solicitation, any communication regarding a solicitation, including questions and requests for clarification, must be e-mail to:

Carrie Arnold, Purchasing Coordinator carnold@elginisd.net

1.2. SUBMISSION OF PROPOSALS:

shall be mailed or delivered to the following address by

Elgin ISD Business Office Attention: Carrie Arnold 1002 N. Ave C Elgin, TX 78621

1.3. ERRORS AND OMISSIONS: Due care and diligence have been used in the preparation of the specifications and information contained in the solicitation and is believed to be substantially correct.

However, the responsibility for determining the full extent of the exposure and the verification of all information presented herein shall rest solely on the respondent. The District and its representatives will not be responsible for any errors and omissions in the Specifications nor the failure on the part of the Proposer to determine the full extent of the exposures.

1.4. WITHDRAWAL OF RESPONSES: Reponses may be withdrawn for any reason prior to the Submission Deadline. After the Submission Deadline, no Proposals may be withdrawn.

1.5. ADDENDA TO SOLICITATION: Any additions, deletions, modifications, corrections, clarifications, or changes made to this Solicitation shall be . An addendum may include a notification regarding the addition, modification, clarification, or omission of Solicitation documents. It shall be the sole responsibility of each Proposer to ensure review of all Addenda issued in connection to this Solicitation prior to submitting a response. By submitting an Offer, the Proposer herby affirms that such Offer is made in compliance with the terms, conditions, and specifications referenced within such Addenda.

1.6. TERM OF OFFERS: Unless otherwise specified, all competitive sealed bids/proposals or price quotations (“Proposal” or “Quotation”) submitted by Vendor in response to a Solicitation or other District-initiated request are to be considered an offer (“Offer”) by the submitting Vendor. Unless specified otherwise by Elgin ISD, all Offers, including pricing, terms, and conditions referenced in the Offer must remain in effect for a minimum of ninety (90) calendar days from either the date of the Submission Deadline (“Bid Opening”) referenced in a Solicitation or the date referenced in a Quotation. This allows the District time to review and evaluate all Offers until a decision is made on which Offer(s) to recommend for contract award.

1.7. EQUAL OPPORTUNITY: Elgin ISD is committed to fair and equal competition among vendors.

The District does not discriminate against any otherwise qualified vendor because of the vendor’s race, color, national origin, age, religion, sex, or disability.

1.8. RESPONDENTS FULLY RESPONSIBLE FOR COST OF PROPOSALS: The District accepts no financial responsibility for any costs incurred by the Vendor in the course of responding to a Solicitation.

1.9. AFFIRMATION OF AUTHORITY TO BIND INTO A CONTRACT: All Proposals submitted in response to a request originated by the District must be made by a responsible officer, employee, or agent (the “Authorized Agent” or “Respondent”) authorized to bind its firm or organization into a legal contract, subject to the terms, conditions, and obligations contained in the Solicitation and/or Purchase Order. By submitting a Proposal, the Authorized Agent hereby acknowledges its understanding of all terms, conditions, and obligations and affirms to having authority to bind the Proposer/Contractor to the obligations stated in the Solicitation and/or Purchase Order.

1.10. NON-COLLUSION STATEMENT: By submitting an Offer, Respondent affirms that the Respondent and Proposer’s officers, employees, or agents, have not prepared its submitted Offer in collusion with any other entity participating on a Solicitation and that the contents of the Offer as to prices, terms, or conditions have not been communicated by the Respondent or any of the Proposer’s officers, employees, or agents to any other person or firm engaged in this type of business prior to the official opening of the Solicitation.

1.11. ANTI-LOBBYING STATEMENT: By submitting an Offer, Respondent and Proposer certifies that no attempt has been or will be made by the Contractor’s officers, employees, or agents to lobby, directly or indirectly, the Elgin Independent School District Board of Trustees or other Local Government Officer between the Solicitation’s Submission Deadline and the date of contract award by the District’s Board. For a listing of the names of the Elgin ISD Board of Trustees, Proposers may visit the District’s website at www.elginisd.net.

1.12. DEBARMENT OR SUSPENSION: The following shall be applicable to Solicitations that are funded by federal funds:

1.12.1. The Proposer who submits a Proposal on behalf of its organization hereby affirms that neither the individual nor their firm or principals of the firm are listed on the Federal Government’s “List of Parties Excluded from Federal Procurement and Non-Procurement Programs” published by the U.S. General Services Administration (GSA) effective as of the date of opening (bid/proposal submission deadline) of the Proposal.

1.12.2. The District will use the Federal Government’s System for Award Management (SAM) system managed by the GSA, found at www.sam.gov, to determine Contractor’s eligibility prior to contract award.

1.13. TEXAS LAW REGARDING FOREIGN OGANIZATIONS AND ISREAL BOYCOTTS: Contractor hereby certifies that it is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State (the “Foreign Organization List”). In the event that Contractor is added to the Foreign Organization List at any time during the term of the Agreement, Contractor shall promptly provide notice to Elgin ISD. Elgin ISD may, at its discretion, terminate the Agreement immediately upon receipt and verification of information, by any means, that Contractor has been added to the Foreign Organization List. Contractor further certifies if (a) Contractor is not a sole proprietorship; (b) Contractor has ten (10) or more full-time employees; and (c) this Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this Pursuant to Chapter 2271 of the Texas Government Code, the Contractor hereby certifies and verifies that neither the Contractor, nor any affiliate, subsidiary, or parent company of the Contractor, if any (the “Contractor Companies”), boycotts Israel, and the Contractor agrees that the Contractor and Contractor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

1.14. CERTIFICATION REGARDING BOYCOTTING CERTAIN ENERGY COMPANIES: If (a) Contractor is not a sole proprietorship; (b) Contractor has ten (10) or more full-time employees; and (c) this Agreement has a value of $100,000 or more that is to be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not required. Pursuant to TEX. GOV’T CODE Ch. 2274 of SB 13 (87th session), the Contractor hereby certifies and verifies that the Contractor, or any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of these entities or business associations, if any, does not boycott energy companies and will not boycott energy companies during the term of the Agreement. For purposes of this Addendum, the term “company” shall mean an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, which exists to make a profit. The term "boycott energy company" shall mean "without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (a) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law, or (b) does business with a company described by paragraph (a)".

1.15 CERTIFICATION PROHIBITING DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES:

If (a) Contractor is not a sole proprietorship; (b) Contractor has at least ten (10) full-time employees;

(c) this Agreement has a value of at least $100,000 that is paid wholly or partly from public funds;

(d) the Agreement is not excepted under TEX. GOV’T CODE § 2274.003 of SB 19 (87th leg.); and (e) governmental entity has determined that Contractor is not a sole-source provider or Elgin ISD has not received any bids from a company that is able to provide this written verification, the following certification shall apply; otherwise, this certification is not required. Pursuant to TEX. GOV’T CODE Ch. 2274 of SB 19 (87th session), the Contractor hereby certifies and verifies that the Contractor, or association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary parent company, or affiliate of these entities or associations, that exists to make a profit, does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. For purposes of this Agreement, “discriminate against a firearm entity or firearm trade association” shall mean, with respect to the entity or association, to: “(1) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (2) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (3) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association. See TEX. GOV’T CODE § 2274.001(3) of SB 19. “Discrimination against a firearm entity or firearm trade association” does not include: “(1) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (2) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency, or for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association.” See TEX. GOV’T CODE § 2274.001(3) of SB 19.

1.16. CERTIFICATION REGARING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH

CRITICAL INFRASTRUCTURE:

Elgin ISD is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the Contractor direct or remote access to o r c o n t r o l of critical infrastructure in this state, excluding access specifically allowed by the Elgin ISD for product warranty and support purposes. Contractor, certifies that neither it nor its parent company nor any affiliate of Contractor or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this Addendum, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See TEX. GOV’T CODE § 2274.0101(2) of SB 1226 (87th leg.). The Contractor verifies and certifies that Contractor will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

2. COMPETITIVE PROCUREMENT PROCEDURES, GENERAL EVALUATION CRITERIA,

AND CONTRACT AWARD

2.1. COMPETITIVE PROCUREMENT METHOD: The procedures used by the District in awarding a contract through a competitive procurement process shall be in accordance with the procedures set forth in Texas Education Code 44.031 and any other criteria referenced in a Solicitation (as applicable).

2.2. CONTRACT AWARD:

2.2.1. AWARD RECOMMENDATION: Upon evaluation of a Solicitation, the District will submit to the Elgin ISD Board of Trustees, as an Agenda Item, its recommendation for awarding a contract to the Vendor(s) whose Proposal was deemed to offer the best value to the District. Unless otherwise specified in the Solicitation, the Board of Trustees reserves the right to award to a single proposer or multiple proposers to best meet the needs of the District.

2.2.2. RIGHT TO ACCEPT/REJECT OFFERS: The District Board reserves the right to accept or reject any or all Offers, accept or reject all or any part of a proposal, waive any minor formalities and/or technicalities in the solicitation process, and award the contract in a manner that best serves the interests of the District. The District Board also reserves the right to No-Award or re-bid a solicitation for any reason.

2.2.3. NON-RESIDENT BIDDERS: The District shall not award a governmental contract to a proposer whose principal place of business is not in Texas, unless the nonresident underprices the lowest proposal submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident Proposer would be required to underprice a nonresident proposer to obtain a comparable contract in the state in which the nonresident’s principal place of business is located. [This requirement does not apply to a contract involving federal funds.]; Texas Government Code, Title 10, Section 2252.002.

2.3. EVALUATION: The District will generally award contracts on the basis of “best value”. Award will be made to the best responsive, responsible offer, price and other factors considered.

Criteria: The following criteria shall be considered by Elgin ISD when evaluating vendor responses for contract award:

a. Purchase price or discount,

b. Long term costs (service, supplies, maintenance, etc.), total cost of ownership,

c. Quality of services or products,

d. Extent to which the good or service meets District’s needs,

e. Vendor reputation,

f. Vendor’s past relationship with the District,

g. The impact on the ability of the District to comply with laws and rules relating to historically underutilized businesses,

h. For a contract for goods and services, other than goods and services related to telecommunication and information services, building construction and maintenance, or instructional materials, whether the vendor or the vendor’s ultimate parent company or majority owner (i) has its principal place of business in this state; or (ii) employs at least 500 persons in this state; and

i. Any other relevant factor specifically listed in the solicitation.

NOTE: Although all evaluation criteria listed above shall be considered by the District, the District will decide which criteria will determine the successful bidder(s) to be considered for contract award.

2.4. SAMPLES: Unless indicated otherwise within the Solicitation, and when required as specified in the Solicitation, product samples and/or layout drawings of fabricated items (collectively, “Samples”) must be furnished free of expense to the District within ten (10) days of the date of request, or as otherwise stipulated in the Solicitation. Samples must be tagged with the bidder’s company name and sent to the District at the address indicated on the Solicitation. Unless otherwise specified by the Proposer at the time of submitting Samples, the Samples will become property of the District upon receipt into a District facility and such Samples may be used, consumed, or destroyed in testing by the District, as necessary, without any further duty or obligation to the Proposer.

2.5. VENDOR CREDIBILITY: Vendors may be required to furnish evidence in writing that they maintain permanent places of business and the items offered satisfactorily and expeditiously and that they are authorized dealers and can provide necessary warranties for items they propose to furnish.

2.6. PRODUCT ALTERNATES: When an article of a particular make or trade name is specified, this is done to establish a quality standard and is not intended to eliminate competition by alternate products of equal quality standards, specifications, and/or performance (“Product Alternates”), unless such Product Alternates are specifically not allowed in the Solicitation. In some cases, the District may limit, restrict, or not accept the offer of Product Alternates due to one or more factors which may include, but are not limited to, (i) the District’s desire to maintain uniformity of products already deployed in the District, (ii) the District’s desire to accept only products which it deems acceptable based on certain product specifications, life expectancy, total cost of ownership (TCO) projections, performance history, reputation, service/maintenance requirements, safety specifications/history, (iii) or other relevant product attributes of interest and/or concern to the District. If not indicated, vendors may quote alternate products and provide catalogues and specifications of each alternate item. If alternates are not identified in the vendor response, the District will assume that quotation is based on our specifications.

2.7. DELIVERY LEAD TIMES: In Solicitations associated with the purchase and delivery of goods to a designated District facility, the standard delivery lead times proposed by the Proposer may be considered as an evaluation criteria. Any delivery lead times indicated by Proposer must be stated in definite terms and must be adhered to completely. In the event that delivery lead times fluctuate consistently and/or are not properly communicated to the District at the time of receipt of a Purchase Order, the District shall reserve the right to cancel any undelivered Purchase Order(s) for a full refund and/or terminate the Agreement without penalty or further obligations to Contractor. The District shall pay Contractor for any product delivered through the date of termination.

2.8. PRICING ERRORS: In case of pricing errors, the smallest unit price requested will be considered to be the price bid.

2.9. SOLE SOURCE CERTIFICATION: If the proposer professes to be the exclusive source of the item(s) or service(s) requested herein, the proposer must provide with its proposal a written statement to the fact that the sole source claim is due to one or more of the following, as applicable:

2.9.1. A patent, copyright, secret process, or monopoly;

2.9.2. A film, manuscript, or book;

2.9.3. A utility service (i.e. electricity, gas, or water); or

2.9.4. A captive replacement part or component for equipment

Such statements must be issued on a letter signed by the owner or an authorized agent of the firm submitting a Proposal.

3. GENERAL CONTRACT TERMS & CONDITIONS

Upon award of a District contract, the following terms and conditions shall be legally binding of both District and Contractor and shall remain in full force during the term of the Contract, unless such Contract is amended in writing and executed by both parties, terminated prior to the expiration of the contract term, or replaced by a subsequent contract.

DEVIATIONS OR EXCEPTIONS: Any exceptions or deviations (“Deviations”) from these Standard Terms & Conditions, or any other special terms, conditions, or specifications referenced in a Solicitation document or District Purchase Order must be disclosed in writing by the proposing Vendor and submitted along with the Vendor’s Offer for consideration by the District. The District, at its sole discretion, reserves the right to accept, reject, or negotiate the Deviations to ensure the resulting Contract offers the best value to the District.

3.1 OFFER, ACCEPTANCE, AND CONTRACT FORMATION:

3.1.1. Offer: An offer shall exist when one of the following circumstances exists:

3.1.1.1. Offer through Competitive Bid Process: A Vendor’s proposal or quotation submitted to Elgin ISD in response to a request for competitive sealed bids, proposals or qualifications shall be considered an offer by the vendor (“Offer”).

3.1.1.2. Offer through Non-Competitive Bid Process: A duly authorized District Purchase Order issued to a Vendor through a non-competitive bid process shall be considered an offer by the District (“District Offer”). Normally, the Purchase Order will be made in accordance with the pricing, terms, and conditions disclosed by the Vendor through a pricing proposal or pricing quotation.

3.1.2. Acceptance of Offer by Elgin ISD: Acceptance by Elgin ISD of an Offer shall exist when one of the following circumstances occur:

3.1.2.1. Acceptance through Competitive Bid Process: In the event of a competitive bid process, Acceptance of the Offer will occur when all the following criterion have been met:

a. The District’s recommendation to award a contract to the selected Offeror(s) is authorized by the Elgin ISD Board of Trustees;

b. A Notice of Award message/letter, Contract Award Acknowledgement letter, or other similar notification has been issued to the selected Offeror(s) by the District’s Purchasing department;

c. A written contract is executed between the Offeror(s) and the District (if such written agreement is required by the District); and

NOTE: In the absence of a separate written agreement executed by all parties involved, the Contractor’s Offer, these Standard Terms & Conditions, any Special Terms & Conditions referenced in the Solicitation or any related accompanying documents (“Exhibits” or “Attachments”) included or referenced within the Solicitation, and the District’s Purchase Order, together, shall constitute a contract equally binding between the awarded Contractor and Elgin ISD.

d. A duly authorized District Purchase Order is issued to the selected Offeror(s).

3.1.2.2. Acceptance through Non-Competitive Bid Process: In the event that the engagement with a vendor is formed through a non-competitive bid process, then acceptance of the Offer will occur when the following criterion have been met:

a. A written contract is executed between the Offeror(s) and the District (if such written agreement is required by the District); and

b. A duly authorized District Purchase Order is issued to the selected Offeror(s).

3.1.3. Acceptance of Offer by Vendor/Offeror: Acceptance by Vendor/Offeror shall exist when the Vendor/Offeror fulfills an order and/or renders services in accordance with the mutual written agreement between Elgin ISD and Vendor/Offeror and/or in accordance with the District’s Purchase Order.

3.1.4. Contract Formation: A binding agreement (“Contract” or “Agreement”) between the parties shall be formed when the elements of Acceptance and Offer have occurred, as described above.

3.2. TERM: Term shall be specified within the solicitation documents or within the "Contract" or "Agreement"

3.3. MULTI-YEAR CONTRACTS: The following terms and conditions shall apply to any multi- year contract executed by the District and Contractor.

3.3.1. The District may enter into a multi-year contract for goods and/or services to be provided by Contractor beyond the first fiscal school year covered by the Contract.

3.3.2. The District’s fiscal school year extends from September 1 to August 31.

3.3.3. Goods and/or services to be provided by Contractor in years subsequent to the first fiscal school year will be dependent upon the appropriation and allotment of funds, as stipulated in Section 4 below (Appropriation and Allotment of Funds).

3.3.4. Under a multi-year contract, authorization for Contractor to provide goods and/or services must be evidenced by a separate District Purchase Order for each fiscal school year covered by the contract. If a Purchase Order is not issued by the District to the Contractor for a consecutive fiscal year, the contract shall be considered terminated. In such termination event, the Contractor shall not provide any additional goods or render any additional services, and the District shall pay Contractor for such goods delivered and/or services rendered under the last duly authorized Purchase Order.

3.4. APPROPRIATION AND ALLOTMENT OF FUNDS: Performance by Elgin ISD under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the “Legislature”) and/or allocation of funds by the Board of Education of Elgin ISD (the “Board”). If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then Elgin ISD will issue written notice to Vendor and Elgin ISD may terminate this Agreement without further duty or obligation under this Agreement. Vendor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of Elgin ISD.

3.5. PRICING: Unless otherwise specified by the Offeror’s Proposal and accepted by the District, the pricing, incentives, and or discounts offered by the Proposer shall remain firm for the Initial Term of the Contract. Price increases may only be considered at the renewal points, at which time such price increase requests shall be followed by proper justification (e.g. Letter from manufacturer).

The District shall then have the opportunity to negotiate any price increase requests, but shall not be obligated to accept any price increases. Unless specific market conditions exist which may have a significant impact on the Proposer’s costs associated with providing the products and/or services under this contract, any price changes shall be no greater than a maximum per unit increase over the previous year of 3% or Consumer Price Index (CPI), whichever the greater.

3.6. AUTHORIZED METHOD OF ORDER (PURCHASE ORDERS): District orders to the awarded Contractor shall be made through a duly written and signed District purchase order (“Purchase Order”), and Contractor shall not fulfill any orders or render any services without receipt of such document of authorization. Failure of a Contractor to withhold delivery of goods or rendering of services until a Purchase Order is received shall create an invalid contract and may lead to return of the goods for a full refund (including return shipping, handling, and restocking fees) or non-payment for unauthorized services.

3.7. PAYMENT TERMS: As allowed by Government Code 2251.021 (b), payment terms under this contract for products that have been delivered and/or services rendered shall be Net 30 days from receipt of Vendor’s invoice. The District will consider early payment discounts. Unpaid invoices past the due date will accrue interest at a rate not to exceed that which is allowed by laws of the State of Texas.

3.8. LINE ITEMS The District’s Board of Education (the “Board”) reserves the right to award a competitively bid contract by individual items or combination of items, whichever is to the best interest of the District.

3.9. ORDER QUANTITIES: The District reserves the right to place orders at quoted prices above or below the estimated quantities referenced in a Solicitation, or other form of District-initiated request for pricing, without the consent of the Contractor. Quantities may be increased or decreased to meet the actual needs of the District and such quantities shall be referenced in the District’s Purchase Order. Fulfillment of an order (i.e. order processing, shipment, or providing access to goods) by a Vendor in accordance with the quantities referenced on a Purchase Order shall signify acceptance by the Vendor of such quantities at the price referenced on the Purchase Order.

3.10.INVOICES: Vendors shall submit a separate invoice for each purchase order, and invoices shall indicate the respective purchase order number.

Unless otherwise specified in the respective Solicitation or Purchase Order, invoices shall be itemized and mailed to:

Accounts Payable Elgin ISD 1002 N. Ave C Elgin, TX 78621 invoices@elginisd.net

3.11.TERMINATION: The District reserves the right to terminate the Contract under any of the following circumstances:

a. The District may cancel or terminate all or any undelivered part of the Contract for convenience and without penalty, for any reason or for no reason, upon thirty (30) days written notice to Contractor.

b. The District reserves the right to terminate this Contract, without penalty, for non- appropriation or non-availability of funds, as referenced herein.

c. The District reserves the right to immediately terminate all or any part of the Contract for default if the awarded Vendor becomes insolvent or files any petition in bankruptcy. Such right of termination is in addition to and not in lieu of any other remedies which District may have in law or equity, specifically including, but not limited to collect for damages or demand specific performance.

d. The District reserves the right to terminate for default all or any part of the Contract upon proving vendor written notice and 30 days to cure such breach to the reasonable satisfaction of Elgin ISD for failure of the awarded Vendor to perform as per conditions listed but not limited to those given below:

•Failure to perform as per terms of the corresponding solicitation (excluding any exceptions disclosed by Vendor and accepted by the District upon contract award).

•Failure to perform as per terms and conditions of an awarded contract executed in writing by both the District and Contractor, if applicable.

•Failure to perform as per usual and customary industry practices.

•Failure to perform as per guarantees and performance standards submitted.

•Failure upon breach of any federal, state, or local laws, rules and regulations or District policies

3.12. DELIVERY:

3.12.1. All prices are to be firm, including shipping and handling charges, shipped F.O.B Destination, Freight Allowed and are to include all charges noted on the Solicitation specifications. All shipments shall be delivered to the Elgin Independent School District Warehouse, 805 W.

10th St., Elgin, TX 78621.

3.12.2. Delivery must be accompanied by a packing list that itemizes the items included. Boxes will be plainly labeled as to destination.

3.13. TAXES: The District is exempt from all Federal Excise, Texas State and Local taxes.

Exemption Certificate may be furnished to Vendor upon request.

3.14. WARRANTY FOR GOODS AND SERVICES: Goods procured by Elgin ISD from awarded Vendor shall carry a minimum Manufacturer’s warranty. Any defective merchandise shall carry a manufacturer’s warranty and vendor shall authorize either an exchange at no additional cost or return for full credit within 30 days following the purchase. Vendor warrants that any services rendered by Vendor will be fully and timely performed in a professional and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State, and local laws, rules, or regulations.

3.15. LIMITATION OF WARRANTY: The Contractor shall not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect.

3.16. WARRANTY PERIOD:

3.16.1. Unless otherwise specified, the warranty period shall be at least one year from acceptance of the goods or services.

3.16.2. If the manufacturer’s warranty is less than the required warranty period, the Contractor shall warrant the product/service to the full extent as provided by the manufacturer.

3.16.3. The District will endeavor to give the Contractor written notice of the breach of warranty within thirty (30) days of discovery of the breach of warranty, but failure to give timely notice shall not impair the District’s rights under this section.

3.17. PRODUCT SUBSTITUTIONS, ADDITIONS, OR CANCELLATIONS:

In the event that the needs of the District change during the effective term of an awarded contract, the District may decide to either (i) substitute a previously awarded item with another product that meets new requirements, (ii) add a new product to the awarded contract, or (iii) cancel/remove a product from the contract. Elgin ISD will reserve the right to take any of these actions at any time and at its sole discretion with prior written notice to the affected vendor(s), as stated herein:

3.17.1. Product Substitutions. Product substitutions may be either negotiated directly with the vendor awarded the original item or quotes may be requested from any of the other awarded vendors.

If the product substitute recommended by any given vendor is not acceptable to Elgin ISD for any reason, then Elgin ISD reserves the right to purchase the product substitute through a vendor on a Purchasing Cooperative or another vendor of its choice.

3.17.2. Product Additions. Related products not originally listed in this solicitation that the District expects to order on an ongoing basis over the term of the contract may be added to the contract of an awarded vendor, as needed, and Elgin ISD reserves the right to either negotiate pricing for such product(s) directly with one or more of the awarded vendors, to obtain price quotes from one or more of the awarded vendors and then negotiate final pricing with any of the awarded vendors, or to purchase such product(s) from a Purchasing Cooperative.

3.17.3. Product Cancellations. Products no longer desired or required by the District may be cancelled/removed from any awarded contract at any time and for any reason by not placing any additional reorders for such product and by notifying the affected vendor(s) of such decision. In such instances, the District will be liable only for any

3.18. RETURNS: Merchandise received by Elgin ISD in defective or damaged condition will be returned Vendor for either replacement or full credit at no charge to Elgin ISD, including freight & handling and any restocking charges. Prior to returning the product to the Vendor, Elgin ISD will contact the Vendor to process a proper Return Material Authorization, if applicable.

3.19. INSURANCE: Awarded vendor represents and agrees that it shall provide and maintain certain insurance requirements as required by Elgin ISD, including but not limited to, professional liability, general liability, automobile liability, and worker’s compensation insurance in amounts that are satisfactory to Elgin ISD. Upon contract award, awarded Vendor(s) shall provide to Elgin ISD original certificates of insurance indicating proof of any such required insurance. All such policies of insurance shall contain a provision that they shall not be cancelled or altered, nor the amount of coverage reduced, until at least thirty (30) days after notice of such cancellation, alteration, or reduction has been delivered to the District.

Certificates of Insurance and/or notices regarding a cancellation, alteration, or reduction in limits shall be submitted to the District, as follows:

Purchasing Department Elgin Independent School District 1002 N. Ave C Elgin, TX 78621

3.20. TRANSPORTATION DAMAGE CLAIMS: Unless otherwise agreed to in writing by Elgin ISD, Vendor shall be responsible for filing claims with the respective transportation carriers for damage to goods occurring in-transit to the ship-to location specified by Elgin ISD.

3.21. EXCEPTIONS TO SOURCING FROM CONTRACTED VENDORS: In certain cases it may be necessary for the District to purchase products covered by the awarded Contract from a vendor or vendors other than the originally contracted vendor(s).

Those exceptions may include but are not limited to the following:

3.21.1. Need of a good or service is acute and delay in obtaining it would adversely affect the District.

3.21.2. A contracted vendor cannot (i) render the necessary services when required by the District or

(ii) supply the necessary goods and cannot special order the goods (at no additional charge to District) in a timely manner or under the original terms and conditions of the Contract.

3.21.3.The goods and/or services offered by an awarded contractor may be obtained through an authorized Purchasing Cooperative under better terms (i.e. Lower pricing, shorter lead time, better quality, etc.).

3.21.4. Deviation in pricing and/or product or service requirements originally agreed to by Contractor and Elgin ISD.

3.22. SUBCONTRACTORS: If any services to be rendered by Contractor under the Contract will be (or may be) performed by individuals other than the Contractor’s own employees (hereinafter referred to as “Subcontractors”), then Contractor must inform District of such Subcontractor engagement and shall describe the extent of the work to be performed by the Subcontractor. Contractor shall disclose to District the name of the firm and/or individuals Subcontracted and any other information the District may require to ensure the Subcontractor is qualified to perform such services in connection with the Contract. Subcontractors shall operate under, and shall be bound by, the same terms and conditions of the Contract. Compensation and supervision of Subcontractors shall be the sole responsibility of the Contractor. The District reserves the right to, at any time, to reject services provided by a Subcontractor and reserves the right to interview the Subcontractor prior to accepting any services from such.

3.23. THE RIGHT TO AUDIT: The District, upon written notice, shall have the right to audit all documents relating to the services and work provided by the awarded vendor under the contract.

Records subject to audit shall include, but not be limited to records which may have a bearing on matters of interest to the District in connection with products and/or services and work for the District and shall be open to inspection and subject to audit and/or reproduction by the District to the extent necessary to adequately permit evaluation and verification of (i) Vendor’s compliance with contract requirements; (ii) compliance with the District’s procurement policies and procedures;

(iii) compliance with provisions for computer billings to the District; and (iv) any other matters related to the contract between the District and Vendor.

3.24. GOVERNING LAW AND VENUE: Respondent agrees that this solicitation and any contract that may result thereof will be governed by and construed in accordance with the laws of the State of Texas without regard to conflict to law principles. Respondent agrees that the exclusive venue of any dispute or legal proceeding relating to this solicitation or any related written contract awarded to the successful respondent will be Bastrop County, Texas.

3.25. TEXAS LAWS: All Contracts shall adhere to Texas laws regarding the purchase of goods and services, including but not limited to the Texas Education Code regarding school district contracts and the Texas Business and commerce code.

3.26. COMPLIANCE WITH APPLICABLE LAWS: Vendor assumes fill responsibility and liability for compliance with any and all local, state, and federal laws and regulations applicable to the Vendor and its employees.

3.27. NO ARBITRATION: There will be no agreement for binding arbitration in any written contract between Elgin ISD and Respondent relating to a dispute involving the services, products or goods made the subject of this bid.

3.28. RELATIONSHIP OF PARTIES: It is understood and agreed that Vendor is an independent contractor and that neither it nor any employees (paid or volunteer) or agents contracted by it, or otherwise performing duties of Vendor, shall be deemed for any purposes to be employees or agents of Elgin ISD. This contract does not create a joint venture, business partnership, agency, franchise, or employment relationship, under Texas law. Vendor assumes full responsibility for the actions of any such persons while performing any services incident of this contract, and Vendor shall remain solely responsible for their supervision, daily direction and control, payment, if any, of salaries (including withholding of income taxes and social security),

3.29. TITLE AND RISK OF LOSS: Title and risk of loss pass to Elgin ISD either (a) on delivery to Elgin ISD’s delivery location as designated on the corresponding Purchase Order or (b) if Elgin ISD is unable to take delivery of product at the time of order and requests that seller store product, on the date of storage.

3.30. DELIVERY AND INSTALLATION:

3.30.1. If applicable, delivery and installation of goods ordered by Elgin ISD must be coordinated with the respective Elgin ISD staff ordering such goods. This will ensure that Elgin ISD personnel are on hand to receive the shipment and coordinate the installation. Failure to meet this requirement may result in refusal to receive goods.

3.30.2. The job site will be clean and free of debris prior to delivery and installation. It is responsibility of Elgin ISD to clear the area and move computers and other related equipment prior to the start of the installation. It is the Vendor’s responsibility to remove all debris resulting from work done.

3.31. LIMITATION OF LIABILITY: Elgin ISD will not contractually agree to limit in any manner the District’s rights to recover damages against Vendor as otherwise provided by applicable law relating to or arising from Vendor providing the goods or services made the subject of this bid.

The District will seek damages to the extent authorized by the Constitution and laws of the State of Texas.

3.32. GENERAL LIABILITY: Elgin ISD does not waive or relinquish any immunity of defense on behalf of itself, trustees, officers, employees (paid or volunteer) and agents as a result of this solicitation and performance of the functions or obligations described in the solicitation.

3.33. STATUTE OF LIMITATIONS: Elgin ISD does not agree to limit or modify the statute of limitations for potential claims as otherwise provided by applicable law.

3.34. RESPONSIBILITY: Each party represents and warrants to the other that any contract resulting from this solicitation has been duly authorized and this contract constitutes a valid and enforceable obligation of such party according to its terms.

3.35. NO WAIVER: No waiver of a breach of provision of any contract resulting from this solicitation shall be construed to be a waiver of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of any such breach.

3.36. INDEMNIFICATION:

3.36.1. To the fullest extent authorized by law, the Contractor agrees at all times to defend, indemnify, and hold harmless Elgin ISD, its trustees, officers, employees, and agents from any and all claims for damages or injuries and other losses, including but not limited to costs and attorney’s fees, resulting directly or indirectly from any act or omission of Vendor’s officials, employees, agents, subcontractors or volunteers arising out of the performance of this contract, whether such claims are asserted before or after termination of this contract.

3.36.2. The District, in accordance with the Texas Constitution, shall not indemnify and hold harmless the Contractor and its agents and employees.

3.37. ASSIGNMENT: No assignment of this contract or any duty or obligation of performance here under shall be made in whole or in part by any party without prior consent from all parties hereto.

3.38. CONFLICT OF INTEREST DISCLOSURES:

3.38.1. Conflict of Interest Questionnaire (FORM CIQ). Chapter 176 of Texas Local Government Code requires vendors seeking to contract with the District to disclose certain business relationships, affiliations, and gifts made to Local Government Officers of the District. By law, this questionnaire (FORM CIQ) must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1).

3.38.2. Certificate of Interested Parties (Form 1295). In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties (Form 1295) to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency.

a. Contracts Requiring a Form 1295: The law applies only to a contract of a governmental entity or state agency that either:

(1) requires an action or vote by the governing body of the entity or agency before the contract may be signed; or

(2) has a value of at least $1 million.

Gov’t Code § 2252.908. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

NOTE: A contract does not require an action or vote by the governing body of a governmental entity or state agency if:

(1) the governing body has legal authority to delegate to its staff the authority to execute the contract;

(2) the governing body has delegated to its staff the authority to execute the contract; and

(3) the governing body does not participate in the selection of the business entity with which the contract is entered into.

b. Vendor Instructions for Completing Form 1295: The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. A business entity must file Form 1295 using the Texas Ethics Commission’s online filing application the following website:

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

c. Vendor Instructions for Submitting a Notarized Copy of Form 1295 to Elgin ISD: A business entity who was required to file a Form 1295 electronically on the Texas Ethics Commission website is also required to submit a notarized copy of the form to Elgin ISD's Purchasing office via email (preferred method) at carnold@elginisd.net (Reference “Form 1295” on the Subject line of your email). Otherwise you may also submit the notarized form via U.S. First Class Mail with Certified Mail and Return Receipt to the following address: Elgin Independent School District, Purchasing Office, Attn: Certificate of Interested Parties, 1002 N. Ave C, Elgin, TX 78621.

3.39. EMPLOYMENT PRACTICES: The District does not discriminate on the basis of race, color, national origin, gender, religion, age, or disability in employment or the provision of services. By entering into a contract with the District, the contracted Vendor hereby affirms that it meets Equal Employment Opportunity Commission (EOC) standards and American Disability Act (ADA) standards in employment practices.

3.40. PUBLIC INFORMATION: The District is a public entity subject to the Texas Public Information Act (Tex. Govt. Code Ch. 552). Responses to this invitation are subject to release as public information unless the response or specific parts of the response are exempted from public disclosure under such Act. Respondents should consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information before responding to this invitation.

3.41. FORCE MAJEURE: The parties to this contract may be excused from performance here under during the time and to the extent that they are prevented from performance due to work…