REQUEST FOR PROPOSAL

Project Title: E-Rate Category 2 – Equipment and Installation

Project Number: RFP 2526-001

Issue Date: November 17, 2025

Proposal Due Date: December 19, 2025, 11:00 AM CST

Point of Contact:

Maricela Arredondo, Procurement Manager maricela.arredondo@kipptexas.org mailto:maricela.arredondo@kipptexas.org

Page 2 of 31 KIPP Texas, Inc. RFP 2526-001

Table of Contents

SECTION 1 - INTRODUCTION 5

1.1 Overview 5

1.2 Specifications 5

1.3 Evaluation and Selection 6

1.4 Discussions/Negotiations; Best and Final Offers 6

1.5 Late Proposals 6

1.6 Reservation of Rights 6

1.7 Sales Tax Exemption 7

1.8 Tax Responsibilities of Vendor and Indemnification for Taxes 7

SECTION 2 - GENERAL INFORMATION 7

2.1 Public Information 7

2.2 Communication Restrictions 7

2.3 Goods and Services 8

2.4 Questions and Clarifications 8

2.5 Financial Resource Stability 8

2.6 No Reimbursement of Proposers’ Costs 8

2.7 Insurance Requirements 8

2.8 Conflict of Interest 9

2.9 Minority & Women’s Business Enterprise (MWBE), Historically Underutilized Business (HUB), and Small Business Enterprise (SBE), and Veteran-Owned, and Labor Surplus Firms participation 10

SECTION 3 - SPECIFIC REQUIREMENTS 11

3.1 Submission of Proposals 11

3.2 Proposers’ References 11

3.3 Interview Representation 11

3.4 Failure to Comply with Requirements 11

3.5 Gratuities 11

3.6 Warranty Price 12

SECTION 4 – TERMS AND CONDITIONS 12

4.1 Terms; Amendment 12

4.2 Assignment 13

4.3 Buy America Act 13

Page 3 of 31 KIPP Texas, Inc. RFP 2526-001

4.4 Recovered Materials 13

4.5 Captions 13

4.6 Catalog Discounts 13

4.7 Compliance with Laws 13

4.8 Confidentiality 14

4.9 Contract Term 14

4.10 Criminal History Review 14

4.11 Customer Support 14

4.12 Entire Agreement 15

4.13 Equal Opportunity 15

4.14 Force Majeure 15

4.15 Governing Law and Venue 16

4.16 KIPP Property 16

4.17 Indemnification 16

4.18 Interpretation 16

4.19 Invoices; Payments 16

4.20 IRS W-9 16

4.21 Multiple Contract Awards; Non-Exclusivity 17

4.22 New Products 17

4.23 No Substitution 17

4.24 No Agency or Endorsements 17

4.25 Non-Appropriation Clause 17

4.26 Notice 17

4.27 Penalties 18

4.28 Performance 18

4.29 Performance and Payment Bonds 18

4.30 Prevailing Wage Rates 18

4.31 Prices 18

4.32 Quantities 18

4.33 Records Retention 18

4.34 Right to Audit 19

4.35 Safety 19

Page 4 of 31 KIPP Texas, Inc. RFP 2526-001

4.36 No Substitution; Product Recall 19

4.37 Appeal/Protest Process 20

4.38 Severability 20

4.39 Shipments 20

4.40 Software Maintenance 20

4.41 Subcontractors 20

4.42 Taxes 20

4.43 Tax Responsibilities of Vendor and Indemnification for Taxes 20

4.44 Termination of Contract 21

4.45 Title and Risk of Loss 21

4.46 Waiver 21

4.47 Warranty 21

4.48 Workforce 22

SECTION 5 – EVALUATION CRITERIA 22

SECTION 6 – SCOPE OF WORK OVERVIEW 23

6.1 Scope of Work 23

6.2 Universal E-Rate Requirements 26

6.3 E-RATE Documentation 27

6.4 Invoice Procedures 27

6.5 E-RATE Discounted Invoicing and Reimbursement Processes: 28

6.6 Invoicing: 28

6.7 Invoice Rejection 28

6.8 Reimbursement Process 29

6.9 Delayed E-RATE Funding Commitment 29

6.10 E-RATE Audit and Document Retention Requirement 29

6.11 Contract Term Modification 30

6.12 Warranties and Penalties 30

SECTION 7 – PROPOSAL FORMS 30

Page 5 of 31 KIPP Texas, Inc. RFP 2526-001

SECTION 1 - INTRODUCTION

1.1 Overview

KIPP Texas, Inc. operates an open enrollment charter school program in accordance with Chapter 12 of the Texas Education Code (TEC). KIPP Texas Public Schools is an open-enrollment, free public charter school network of 54 schools with nearly 31,000 Pre-K – 12 students across the state. Together with our families and communities, we create joyful, academically excellent schools that prepare our students to pursue any path they choose — college, career, and beyond — so they can lead fulfilling lives and build a more just world.

KIPP Texas, Inc., (“KIPP” or “Owner”) is seeking proposals from qualified vendors to provide equipment and services related to E-Rate Category Two Internal Connections and Basic Maintenance of Internal Connections in support of planned hardware lifecycle replacements across nine sites in the Houston areas (“the Project”).

Service Providers are encouraged to review this entire RFP available on KIPP’s Website: Current Bids - KIPP Texas Public Schools.

Any contract resulting from this RFP is non-exclusive. KIPP reserves the right to make no awards or award one or more contracts, in part or in whole, to a single vendor or to multiple vendors, and vendors should take this into account when submitting proposals. If KIPP awards contracts resulting from this RFP to more than one Proposer, the split will be made by individual campus/school or by product/service or regional location, as determined by KIPP to be in KIPP’s best interest and to provide the best value.

Proposal submission instructions: Proposals should be submitted through the Euna, formerly Bonfire, Portal found here: KIPP Texas Procurement Portal.

Proposal questions submission instructions: All questions must be submitted directly through the Euna, formerly Bonfire, Portal. Any questions sent to other KIPP employees may not be recorded or responded to. KIPP will not answer verbal questions. Answers to questions received by the posted deadline will be posted as an addendum on the Euna, formerly Bonfire, Portal found here: KIPP Texas Procurement Portal.

Pre-Proposal Conference and Site Visit information: There will be no on-site visits scheduled.

Project Schedule: This schedule shall govern the RFP process. If modified, an update will be posted as an addendum on the Euna, formerly Bonfire, Portal.

RFP Issued: November 17, 2025 Pre-Proposal Conference: N/A Deadline for Questions: December 3, 2025, by 5:00 pm CST Questions & Answers Posted: December 5, 2025 Proposals Due: December 19, 2025, 11:00 am CST Estimated Award Date: February 27, 2026

1.2 Specifications

Proposer is expected to examine and be familiar with all requirements and obligations of this RFP. Failure to do so will be at the Proposer’s risk. The evaluation criteria for the award of this RFP are set forth in Section 5 – Evaluation Criteria. Owner will not accept Proposals received after the Proposal Due Date and Time. Owner will https://kipptexas.org/current-bids/ https://kipptexas.org/current-bids/ https://kipptexas.bonfirehub.com/portal/?tab=openOpportunities https://kipptexas.bonfirehub.com/portal/?tab=openOpportunities

Page 6 of 31 KIPP Texas, Inc. RFP 2526-001 not accept proposals that do not conform to the requirements of this RFP. Failure to address all aspects of the Project or the requirements of this RFP in a complete and meaningful way might subject a Proposal to rejection.

1.3 Evaluation and Selection

Owner maintains and uses documented procurement procedures, consistent with State, local and tribal laws and regulations and standards of 2 CFR Part 200, for the acquisition of property or services required under a Federal award or subaward as detailed in 2 CFR § 200.318. Owner’s documented procedures for procurement transactions conform to the procurement standards identified in §§ 200.317 through 200.327 of subpart D—Post Federal Award Requirements. Owner shall evaluate and rank each proposal submitted in relation to the published selection criteria and the weighted value for those criteria. Owner shall select the Proposer(s) whose proposal offers the “best value” as determined by Owner.

1.4 Discussions/Negotiations; Best and Final Offers

Discussions/negotiations may be conducted with Proposer(s) who are deemed to be within the final competitive range; however, Owner reserves the right to make one or more contract awards without discussions/negotiations.

The competitive range, if any, will be determined by Owner and will include only those proposals that Owner determines have a reasonable chance of being awarded a contract. If discussions/negotiations are conducted, Proposers may be required to submit a best and final offer. The best and final offer may be required as early as 24 hours after completion of negotiations/discussions. Best and final offers must be received by the date/time provided during discussions/negotiations or the originally submitted proposal will be used for further evaluation and recommendation for contract award.

1.5 Late Proposals

Responses submitted after the due date and time noted in this RFP shall not be considered. It shall be the sole responsibility of the Proposer to ensure that its Proposal is received at the appropriate location by the specified deadline.

1.6 Reservation of Rights

Owner reserves the right in its sole discretion to accept the proposal(s) it considers the best value for KIPP, and the right to waive any and all formalities and minor irregularities in the proposal. Additionally, Owner reserves the right to waive any requirements of the RFP. Owner further reserves the right to reject all proposals and seek new proposals when such action would be deemed in the best interests of the Owner. Owner further reserves the right to accept, reject, or negotiate modifications in any terms of a Proposer’s response or any parts thereof. KIPP also reserves the right as sole judge of quality and equality.

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

Owner makes no representation of any kind that an award will be made as a result of this RFP or for the Project.

Owner reserves the right to accept or reject any or all Proposals, waive any formalities or minor technical inconsistencies in Proposal, or reissue this RFP or delete any items/requirements from this RFP when deemed to be in Owner’s best interest.

Page 7 of 31 KIPP Texas, Inc. RFP 2526-001

Owner reserves the right, in its sole discretion, to conduct personal interviews to assist in a complete and thorough evaluation of the proposals. The number of Proposers interviewed is at the discretion of Owner. If interviews will be conducted, Proposers will be notified by email at a reasonable time in advance of the scheduled interview. The purpose of the interview is for Proposer to demonstrate their qualifications and/or ability to meet Owner’s RFP requirements. Owner will not be liable for any costs incurred by the Proposer in connection with such interview (i.e. travel, accommodation, etc.).

1.7 Sales Tax Exemption

Proposer acknowledges that KIPP claims an exemption from the payment of state sales tax. A copy of the applicable certificate is attached.

1.8 Tax Responsibilities of Vendor and Indemnification for Taxes Proposer and all subcontractor(s) of Proposer shall pay all federal, state, and local taxes applicable to their operation and any persons employed by Proposer and all subcontractors of Proposer. Proposer shall require all subcontractors to hold KIPP harmless from any responsibility for taxes, damages, and interest. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs including, but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation, shall be the sole responsibility of Proposer.

SECTION 2 - GENERAL INFORMATION

2.1 Public Information

Owner is subject to the Texas Public Information Act (“the Act”). Proposals submitted to Owner as a result of this solicitation may be subject to release as public information after contracts are executed or the procurement is terminated. If a proposer believes that its response, or parts of its response, may be exempted from disclosure under Texas law, the Proposer must specify page-by-page and line-by-line the parts of the response which it believes are exempt. In addition, the Proposer must specify which exception(s) to the Act are applicable and provide detailed reasons to substantiate the exception(s). Vague or general claims to confidentiality will not be accepted. KIPP assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Proposers. Owner shall comply with the Act in the event Owner receives an open records request for information relating to proposals submitted in response to this RFP. Proposer waives any claim against and releases from liability Owner, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this RFP or otherwise created, assembled, maintained, or held by Proposer and determined by Owner, the Attorney General of Texas, or a court of law to be subject to disclosure under the Act.

In addition, Proposer and KIPP agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. Proposer and KIPP understand that the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable.

2.2 Communication Restrictions

Owner designates the following person as its representative (the “Point of Contact”) in connection with this RFP:

Maricela Arredondo, Procurement Manager maricela.arredondo@kipptexas.org mailto:maricela.arredondo@kipptexas.org

Page 8 of 31 KIPP Texas, Inc. RFP 2526-001

Proposer shall submit by email any questions which may arise during the preparation of Proposal to the Point of Contact. Until a contract is fully executed, all Proposers’ communications with respect to this RFP must be with the Point of Contact and not with any other employee, officer, Board Member, agent, representative or contractor of Owner.

2.3 Goods and Services

Product(s) considered for award shall equal or exceed the technical, environmental and performance standards and specifications as defined within this RFP and further described in the scope and specification section. The good(s) or service(s) to be purchased under the awarded contract, if any, may be of indefinite delivery and indefinite quantity (IDIQ). Whenever an article or material is defined by Owner in this solicitation by describing a proprietary product or by using the name of a manufacturer or brand name, the term “or equal” if not inserted shall be implied (as applicable). The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design and efficiency (as applicable). Owner makes no guarantee or commitment of any kind concerning quantities that will actually be purchased. Owner makes no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation. Any contract resulting from this solicitation is non-exclusive and shall be awarded with the understanding and agreement that it is for the sole convenience of Owner. Owner is free to have multiple contracts for the awarded goods and services and may initiate other procurement solicitations or purchasing activity with other vendors at any time, in Owner’s sole discretion.

2.4 Questions and Clarifications

All questions and requests for clarification must be submitted via email to the Point of Contact by the date and time specified in Section 1.2 Project Schedule and must reference Project Title and Project Number on the subject line as listed on Page 1.

2.5 Financial Resource Stability

Proposer is required to submit current audited financial statements. In the event the Proposer does not have an audited statement, other information such as a compilation of financial statements or copies of the Proposer’s federal income tax returns, with all amendments, should be submitted in its place.

2.6 No Reimbursement of Proposers’ Costs

Owner will not reimburse or be liable to Proposer for any costs incurred in the preparation, reproduction, or delivery of Proposal or any other materials generated or submitted in connection with this RFP. Additional costs associated with the Proposer’s participating in an interview, or costs associated with negotiations are also the sole responsibility of the Proposer.

2.7 Insurance Requirements

Providing and maintaining insurance coverage is a material term of this solicitation. Proposer shall provide Certificates of Insurance evidencing the Insurance Requirements. Samples of coverage are to be provided.

Conforming Certificates of Insurance must be provided no later than thirty (30) days prior to the start of work and replacement or renewal certificates no less than thirty (30) days prior to the expiration of any such insurance.

Insurance coverages must be written by companies authorized and admitted to do business in the State of Texas and rated A-, VII or better by A.M. Best Company. Contractor shall provide Owner a full and complete copy of any

Page 9 of 31 KIPP Texas, Inc. RFP 2526-001 insurance policy promptly upon request by Owner, and without charge to Owner. For the duration of the agreement, for any renewal terms, and for purposes of indemnification obligations that are specified to survive termination or expiration of the agreement, Proposer shall obtain, at its sole expense and at no cost to Owner, the following coverages and shall maintain such coverage in full force and effect:

• Commercial General Liability Insurance including operations, contractual liability, and products liability in the combined single limit of not less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate;

• Professional Liability or Errors & Omission Insurance (For Professional Services only) of not less than five million dollars ($5,000,000) per occurrence for professional services i.e., Physician, Lawyer, Architect, Engineer, other “Professional” or a Consultant representing his/her own firm;

• Workers' Compensation and Employers Liability Insurance covering all individuals who provide services pursuant to the agreement at the request of the Proposer, at the statutory limits in effect as of the effective date of the contract and as modified from time to time by the regulatory body or insurance carrier charged with administering Workers' Compensation for the State of Texas.

• Employer's Liability in amounts of not less than one million dollars ($1,000,000) per accident, one million dollars ($1,000,000) for disease (policy limit), and one million ($1,000,000) for disease (per person);

• Commercial Automobile Liability Insurance in the combined single limit of not less than one million dollars ($1,000,000) or in the event Proposer does not own automobiles, Proposer agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability Policy or a separate Commercial Auto Liability Policy.

• Crime/Employee Dishonesty in the combined single limit of not less than one million dollars ($1,000,000) for loss or damage resulting from theft to third party client property in the care, custody and control of the Proposer and its employees.

• Insurance Endorsements. Owner shall be listed as an Additional Insured on all relevant policies. A waiver of subrogation must be granted in favor of Owner for all policies. Proposer’s insurance coverage must be primary and non-contributory for all policies. A thirty (30) day notice of cancellation or material changes must be provided to Owner for all policies.

• Effect of Indemnification Obligations. No provision, term, or condition in the contract regarding indemnification obligations shall be construed to limit the application of insurance procured by the Proposer in accordance with requirements set forth in the contract.

2.8 Conflict of Interest

Owner is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. A conflict of interest exists in the following situations:

(1) If the vendor has an employment or other business relationship with a local government officer of Owner or a family member of the officer that results in the officer or family member receiving taxable income, other than investing income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that

• a contract between the local government entity and vendor had been executed; or

• the local government entity is considering entering into a contract with the vendor;

(2) If the vendor has given a local government officer of Owner, or a family member of the officer one or more gifts that have an aggregate value of $100 in the 12-month period preceding the date the officer becomes aware that:

Page 10 of 31 KIPP Texas, Inc. RFP 2526-001

• A contract between the local government entity and vendor had been executed; or

• The local government entity is considering entering into a contract with the vendor.

(3) If the vendor has a family relationship with a local government officer of Owner.

EDGAR Conflict of Interest Requirements: In accordance with federal EDGAR requirements, 2 CFR § 200.318(c)(1), no employee, officer, agent, or board member may participate in the selection, award, or administration of a contract supported by a federal award if they have a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, agent, board member, any member of their immediate family, their partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract.

The officers, employees, agents, and board members of Owner may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, through Owner’s written procedures, Owner has set a de minimis amount of $100 or less in aggregate value during a 12-month period for items that are unsolicited and of minimal value and promotional items.

Violations of this standard by an employee, officer, agent, or board member will be reported to the Chief Executive Officer and addressed through Owner’s personnel policies and procedures. Violations of this standard by an officer or the Chief Executive Officer shall be addressed to the Board President and addressed through Owner’s policies and procedures.

2.9 Minority & Women’s Business Enterprise (MWBE), Historically Underutilized Business (HUB), and Small Business Enterprise (SBE), and Veteran-Owned, and Labor Surplus Firms participation

Owner encourages the use of HUB, MWBE, and SBE both as prime and subcontractors. However, these entities must meet the same minimum standards and requirements as the prime contractor. It will be the responsibility of the prime contractor to pre-qualify any subcontractors offered as HUB, MWBE and SBE participants. Proposers shall indicate on their submitted proposals whether or not they are a HUB, MWBE, or SBE vendor and with whom they are certified, e.g., State, City, Federal.

When federal funds are expended by Owner, Vendor is required ensure when possible, that small, minority, women’s business enterprises, veteran-owned businesses, and labor surplus area firms for any subcontracting opportunities are considered as set forth in 2 CFR 200.321 and below. Such consideration means:

(1) These business types are included in solicitation lists;

(2) These businesses types are solicitated whenever deemed eligible potential sources ;

(3) Dividing procurement transactions into separate procurements to permit maximum participation by these business types;

(4) Establishing delivery schedules (for example, the percentage of an order to be delivered by a given date of each month) that encourage participation by these business types; and

(5) Utilizing organizations such as the Small Business Administration and the Minority Business Development

Agency of the Department of Commerce.

Page 11 of 31 KIPP Texas, Inc. RFP 2526-001

SECTION 3 - SPECIFIC REQUIREMENTS

3.1 Submission of Proposals

Submission instructions will be outlined in the Euna, formerly Bonfire, Portal. Required information to be submitted can be viewed in the “Requested Information” section in Bonfire and is listed below.

1. Bid Table: Enter the unit price for each line item and the installation fee for each location. Vendors have the option to submit an alternate bid.

2. Form A Proposal Response: Fill out form in its entirety.

3. Technical Solution: Provide a description of the proposed equipment and services to be performed.

Provide a description of all costs associated with this project, a timeline/schedule from award to expected project completion, delivery information and your plan to remove and dispose of old equipment. For more details refer to Section 6.1 Scope of Work: Requirements. In addition, include a description of your company’s profile, experience and knowledge with similar projects completed for other ISDs and/or charter schools. Include the qualifications of the personnel assigned to this project, including their individual or combined experience, skills, and knowledge. Provide a description of your company’s familiarity with how the E-Rate program works and what is required by the proposer. (Reference to Section 6.2 Universal E-Rate Requirements.)

4. Audited Financial Statements: Submit required audited financial statements referenced in Financial Surety and Claim Section of Form A.

5. Certificate of Insurance: Refer to Section 2.7 Insurance Requirements.

6. KIPP Texas Vendor Packet: Review, complete and sign all forms. The ACH Authorization is optional.

7. Pricing and Service Affirmation: Review, complete and sign form.

8. Exception Form: Review, complete and sign form.

9. Authorized Signature: Review, complete and sign form.

3.2 Proposers’ References

Proposer shall provide a list of three references where the Proposer provided services or goods similar in size, and scope to the relevant services described herein (within Form A, Proposal Response). Telephone number and email of the contact person must be provided. KIPP is particularly interested in schools within the State of Texas. We will contact these organizations and ask them about Proposer’s capabilities and performance.

3.3 Interview Representation

If required, each Proposer will be represented by a designated person who will be working directly with the Owner, if an interview is required.

3.4 Failure to Comply with Requirements

If Proposer fails to comply with any requirements contained in this RFP, the submission may be considered non-responsive and may be rejected.

3.5 Gratuities

Owner may, by written notice to the Proposer, cancel the contract without liability to Proposer if it is determined that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Proposer, or any agent, or representative of the Proposer to any board member, officer or employee of the Owner with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending or the making or any determinations with respect to the performing of such a contract. In the event this contract is

Page 12 of 31 KIPP Texas, Inc. RFP 2526-001 canceled pursuant to this provision, the Owner shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Proposer in providing such gratuities.

3.6 Warranty Price

The price to be paid by the Owner shall be that contained in the Proposal which the Proposer warrants to be no higher than Proposer’s current prices on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. In the event Proposer breaches this warranty, the prices of the items shall be reduced to the Proposer’s current prices on orders by others, or in the alternative, the Owner may cancel the contract without liability to Proposer for breach or Proposer’s actual expense.

Proposer warrants that no person or selling agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Proposer for the purpose of securing business. For breach or violation of this warranty, the Owner shall have the right in addition to any other right or rights to cancel the contract without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee.

SECTION 4 – TERMS AND CONDITIONS

Proposers must comply with all provisions in the Vendor Packet, including the provisions that apply when federal funds are expended by KIPP for any contract resulting from this RFP.

The words “bids,” “Requests for Proposals,” “quotes,” “RFPs” “solicitation,” “procurement,” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, RFPs, quotes, competitive sealed proposals, and other procurement solicitations to which they are attached. The term “Vendor” means each awarded vendor chosen by Owner. These General Terms and Conditions are part of the final contract in each commodity and/or service contract and are part of the terms and conditions of each purchase order or other bid/response forms issued in connection with this solicitation. Proposers are responsible for identifying any exceptions to these terms and conditions. ANY EXCEPTIONS MUST BE CLEARLY NOTED IN THE PROPOSAL ON EXCEPTION FORM C. Responses that are qualified with conditional clauses, items not called for, or other irregularities may be considered non-responsive by Owner and eliminated from further consideration by Owner.

Proposer, having submitted a response to the RFP issued by KIPP will be expected to agree to the following terms and conditions. All terms and conditions to which Proposer excepts must be noted on EXCEPTION FORM C and included with the Proposal.

4.1 Terms; Amendment

The terms stated herein shall govern all procurements conducted hereunder. No pre-published terms on the Vendor’s order acknowledgments, invoices, or other forms shall have any force or effect. Further, no amendment of these terms shall be permitted unless first approved in writing by KIPP, and no such amendments shall have any effect unless and until a written amendment to the final contract with the Vendor is executed by an authorized representative of KIPP.

Page 13 of 31 KIPP Texas, Inc. RFP 2526-001

4.2 Assignment

Vendor may not assign the contract or any of its rights, duties, or obligations thereunder without the prior written approval of KIPP. Any attempted assignment of the contract by Vendor shall be null and void. Any purchase or work order made as a result of the contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Vendor without the prior written approval of KIPP. Vendor is required to notify KIPP when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

4.3 Buy America Act

KIPP has a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States when spending federal funds. Purchases that are made with non-federal funds or grants are excluded from the Buy America Act.

4.4 Recovered Materials

KIPP has a preference for the purchase, acquisition, or use of products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This includes purchasing compostable items and other products and services that reduce the use of single-use plastic products.

4.5 Captions

The captions herein are for convenience and identification purposes only, are not an integral part hereof, and are not to be considered in the interpretation of any part hereof.

4.6 Catalog Discounts

In the event of a catalog discount type solicitation, Vendor may be allowed to make additions and/or deletions from Vendor’s offerings on an annual basis during the contract renewal period, in KIPP’s sole discretion, provided the item(s) substituted are of a like quality and category. These changes will be compliant with the format of Vendor’s original response (i.e. manufacturer name, product category, or entire catalog discount). KIPP will send notification to Vendor(s) seeking any additions and/or deletions, and Vendor will return these proposed changes on company letterhead within the given timeframe. If KIPP, in its sole discretion, accepts Vendor’s proposed changes, such changes will remain in effect for the entire year until the next renewal period.

4.7 Compliance with Laws

Vendor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations, the Davis-Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5), the Copeland “Anti-Kickback” Act (18 U.S.C. § 874 / 29 CFR Part 5), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), the McNamara-O’Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h, Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15), the Contract Work Hours and Safety Act (40 U.S.C. § 3701-3708; 29 C.F.R. Part 5), the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), the Education Department General Administrative Regulations, 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81 (“EDGAR”), mandatory standards and policies contained in the state energy conservation plan issued in

Page 14 of 31 KIPP Texas, Inc. RFP 2526-001 compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights and those mandated by federal agencies making awards of federal funds to KIPP. Vendor understands that Vendor is ineligible to receive a contract award with KIPP if Vendor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689). For the entire duration of this Contract, Vendor and all subcontractors shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Contract. Vendor must comply with all state and local building code requirements unless otherwise specifically provided in the KIPP’s Purchase Order, and Vendor must pay all fees and charges for connections to outside services and for use of property outside the project site. When required or requested by KIPP, Vendor shall furnish KIPP with satisfactory proof of Vendor’s compliance with this provision.

4.8 Confidentiality

Vendor and KIPP agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. Vendor and KIPP understand that FERPA governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable.

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

4.9 Contract Term

The term of the contract will be as stated in the RFP. The phrase “Term” in the contract shall mean the then-current Term of the contract, whether the initial term or a renewal term. At KIPP’s option, there may be an additional 90-day transitional period added to the end of the initial term or any renewal term. The contract’s prices, terms, and conditions are to remain in force during the transitional period unless mutually agreed upon by both parties. Should the resulting contract with the Vendor terminate during the initial or any renewal term for any reason, KIPP reserves the right to have the same transitional period, prices, terms and conditions as if the contract terminated at the expiration of that term.

4.10 Criminal History Review

Prior to commencing any work under the contract, if Vendor contracts with KIPP to provide services, Vendor must comply with all requirements relating to criminal history information required by TEX. EDUC. CODE Chapter 22.

Vendor must also ensure subcontractors’ compliance with TEX. EDUC. CODE Chapter 22 requirements. Ch. 22 Contractor Certification: Contractor Employees Form must be filled out and returned, if applicable (See Vendor Packet)

4.11 Customer Support

Vendor shall provide timely and accurate technical advice and sales support to KIPP and KIPP staff. Vendor shall respond to requests for customer support within one (1) business day after receipt of the request. Vendor shall provide training to KIPP staff regarding products and/or services supplied by Vendor, at no additional charge, if requested by KIPP.

Page 15 of 31 KIPP Texas, Inc. RFP 2526-001

4.12 Entire Agreement

The contract, the procurement solicitation issued by KIPP, and Vendor’s response submitted in response to KIPP’s procurement solicitation, including the Vendor Packet, and the attached and incorporated addendum or exhibits, if any, will contain the entire agreement of the parties relative to the purpose(s) of the contract and supersede any other representations, agreements, arrangements, negotiations, or understanding, oral or written, between the parties to the contract. In the event of a conflict between the contract and the procurement solicitation issued by KIPP or Vendor’s response to KIPP’s procurement solicitation, the terms of the contract shall control. In the event of a conflict between the procurement solicitation issued by KIPP and Vendor’s response to KIPP’s procurement solicitation, KIPP’s procurement solicitation shall control. The contract will supersede any conflicting terms and conditions on any purchase or work orders, invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which Vendor may issue after the effective date of the contract.

4.13 Equal Opportunity

It is the policy of KIPP not to discriminate on the basis of race, color, National origin, gender, limited English proficiency or handicapping conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of the contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of the contract shall contain a provision requiring non-discrimination in employment herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the contract.

4.14 Force Majeure

Neither KIPP or Vendor shall be deemed to have breached any provision of the contract as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond such party’s control.

The parties to the contract are required to use due caution and preventive measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other party in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the contract has not been terminated. Delay or failure of performance, by either party to the contract, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event.

Neither party shall have any claim for damages against the other resulting from delays caused solely by force majeure. Notwithstanding any other provision of the contract, in the event the Vendor’s performance of its obligations under the contract is delayed or stopped by a force majeure event, KIPP shall have the option to terminate the contract. This section shall not be interpreted as to limit or otherwise modify any of KIPP’s contractual, legal, or equitable rights.

Page 16 of 31 KIPP Texas, Inc. RFP 2526-001

4.15 Governing Law and Venue

The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern the resulting contract.

The mandatory, exclusive jurisdiction for any dispute under the contract is in the state and federal courts located in Houston, Harris County, Texas.

4.16 KIPP Property

In the event of loss, damage, or destruction of any property owned by or loaned by KIPP that is caused by Vendor or Vendor’s representative, agent, employee, or contractor, Vendor shall indemnify KIPP and pay to KIPP the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of Vendor’s receipt of written notice of KIPP’s determination of the amount due. If Vendor fails to make timely payment, KIPP may obtain such money from Vendor by any means permitted by law, including, without limitation, offset or counterclaim against any money otherwise due to Vendor by KIPP.

4.17 Indemnification

VENDOR SHALL INDEMNIFY AND HOLD KIPP HARMLESS FROM ALL CLAIMS, LIABILITIES, COSTS, SUITS OF LAW OR IN EQUITY, EXPENSES, ATTORNEYS’ FEES, FINES, PENALTIES OR DAMAGES ARISING FROM THE ACTS OR OMISSIONS OF VENDOR, VENDOR’S EMPLOYEES, AGENTS, OR SUBCONTRACTORS, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM CLAIMED INFRINGEMENT OF ANY PATENTS, TRADEMARKS, COPYRIGHT OR OTHER CORRESPONDING RIGHT(S) WHICH IS RELATED TO ANY ITEM VENDOR IS REQUIRED TO DELIVER. Vendor’s obligations under this clause shall survive acceptance and payment by KIPP.

4.18 Interpretation

Vendor agrees that the normal rules of construction that require that any ambiguities in the contract are to be construed against the drafter shall not be employed in the interpretation of the contract.

4.19 Invoices; Payments

Invoices shall be directed to KIPP’s Accounts Payable Department at accounts.payable@kipptexas.org All invoices shall be itemized to include the type of good(s) and/or service(s) rendered. Vendor shall submit invoices within a timely manner during KIPP’s fiscal year in which the good(s) and/or services are purchased. Invoices must be submitted within ninety (90) days after services are rendered. In the event Vendor fails to invoice KIPP within the 90-day period, KIPP shall not be required to pay for such services rendered. Payments are due to Vendor within thirty (30) days after the later of the following: (1) the date KIPP receives the goods under the contract; (2) the date the performance of the service under the contract is completed; or (3) the date KIPP receives an invoice for the goods or service. Vendor agrees to pay any subcontractors, if any, the appropriate share of the payment received from KIPP not later than the tenth (10th) day after the date Vendor receives the payment from KIPP.

In addition to all other rights and remedies that KIPP may have, KIPP shall have the right to setoff, against any and all amounts due to Vendor by KIPP, whether due under the contract or any other agreement between KIPP (including any department of KIPP) and Vendor, any sums to which KIPP is entitled under the contract, as determined by KIPP in its sole discretion, including, without limitation, sums due by Vendor to KIPP as a result of indemnification obligations and/or warranty claims, as applicable.

4.20 IRS W-9

In order to receive payment under the contract, Vendor shall have a current I.R.S. W-9 Form on file with KIPP.

mailto:accounts.payable@kipptexas.org

Page 17 of 31 KIPP Texas, Inc. RFP 2526-001

4.21 Multiple Contract Awards; Non-Exclusivity

KIPP reserves the right to award multiple contracts for each commodity category. Commodity categories are established at the sole discretion of KIPP. Nothing in the contract may be construed to imply that Vendor has the exclusive right to provide products and/or services to KIPP. During the Term of the contract, KIPP reserves the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Vendor.

4.22 New Products

New products that meet the specifications detailed in the solicitation may be added to the contract, with prior written approval from KIPP. Pricing of any new products shall be equivalent to the percentage discount or proposed prices for other similar products. Vendor may replace or add products to an existing contract if: the replacing products are equal to or superior to the original products offered; are discounted in a similar or to a greater degree; and the products meet the requirements of the original solicitation. No products may be added to avoid competitive procurement procedures. KIPP may reject any proposed additions, without cause, in its sole discretion.

4.23 No Substitution

Any order issued pursuant to the contract shall conform to the specifications and descriptions identified in the contract and in the solicitation. Unless otherwise agreed to in advance by KIPP, Vendor will not deliver substitutes without prior authorization from KIPP.

4.24 No Agency or Endorsements

KIPP and Vendor are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party. The contract shall not be construed or deemed an endorsement of a specific company or product. It is the intention of the parties that Vendor is independent of KIPP and is not an employee, agent, joint venturer, or partner of KIPP, and nothing in the contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between KIPP and Vendor or KIPP and any of Vendor’s agents. Vendor agrees that KIPP has no responsibility for any conduct of any of Vendor’s employees, agents, representatives, contractors, or subcontractors.

4.25 Non-Appropriation Clause

Renewal of the contract, if any, will be in accordance with Texas Local Government Code § 271.903 concerning non-appropriation of funds for multi-year contracts. Notwithstanding any other provision of the contract or obligation imposed on KIPP by the contract, KIPP shall have the right to terminate the contract without default or liability to Vendor resulting from such termination, effective as of the expiration of each budget period of KIPP if it is determined by KIPP, in KIPP’s sole discretion, that there are insufficient funds to extend the contract. The parties agree that the contract is a commitment of KIPP’s current revenue only.

4.26 Notice

Any notice provided under the terms of the contract by either party to the other shall be in writing and shall be given by hand-delivery or by certified or registered mail, return receipt requested. Notice shall be sufficient if made or addressed to the address listed in the signature line of the contract. Notice shall be deemed effective upon receipt. Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified or registered mail, return receipt requested.

Page 18 of 31 KIPP Texas, Inc. RFP 2526-001

4.27 Penalties

If Vendor is unable to provide the goods or services at the prices quoted in Vendor’s response or if Vendor fails to fulfill or abide by the terms and conditions of the contract, KIPP may take the following action(s), in KIPP’s sole discretion, and Vendor agrees to comply with KIPP’s action(s):

1. insist that Vendor honor the quoted price(s) specified in Vendor’s response;

2. have Vendor pay the difference between Vendor’s price and the price of the next acceptable response (as determined by KIPP);

3. have Vendor pay the difference between Vendor’s price and the actual purchase price of the good or service on the open market;

4. and/or recommend to authorized representative(s) of KIPP that Vendor no longer be given the opportunity to submit a response to KIPP and/or that the contract be terminated.

4.28 Performance

Vendor agrees to use best efforts to provide the good(s) and/or service(s) subject to the contract. KIPP reserves the right to conduct reviews of vendor performance at any time during the contract period.

4.29 Performance and…