6-1. RFP 2526-004 Milk Coolers.pdf

REQUEST FOR PROPOSAL

Project Title: Kitchen Equipment, Delivery, and Installation

Project Number: RFP 2526-004

Issue Date: June 25, 2026

Proposal Due Date: July 13, 2026, 10:00 AM, CST

Point of Contact:

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

TABLE OF CONTENTS

TABLE OF CONTENTS 2

SECTION 1 - INTRODUCTION 5

1.1 Overview 5

1.2 Project Schedule 5

1.3 Specifications 6

1.4 Evaluation and Selection 6

1.5 Discussions/Negotiations; Best and Final Offers 6

1.6 Late Proposals 7

1.7 Reservation of Rights 7

1.8 Sales Tax Exemption 8

1.9 Tax Responsibilities of Vendor and Indemnification for Taxes 8

SECTION 2 - GENERAL INFORMATION 8

2.1 Public Information 8

2.2 Communication Restrictions 8

2.3 Goods and Services 9

2.4 Questions and Clarifications 9

2.5 Financial Resource Stability 9

2.6 No Reimbursement of Proposers’ Costs 9

2.7 Insurance Requirements 9

2.8 Conflict of Interest 10

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 11

SECTION 3 - SPECIFIC REQUIREMENTS 11

3.1 Submission of Proposals 11

3.2 Proposers References 12

3.3 Interview Representation 12

3.4 Failure to Comply with Requirements 12

3.5 Gratuities 12

3.6 Warranty Price 12

SECTION 4 – TERMS AND CONDITIONS 13

4.1 Agreement Terms; Amendment 13

4.2 Assignment of Agreement 13

4.3 Buy America Act 14

4.4 Captions 14

4.5 Catalog Discounts 14

4.6 Compliance with Laws 14

4.7 Confidentiality 15

4.8 Contract Term 15

4.9 Criminal History Review 15

4.10 Customer Support 15

4.11 Entire Agreement 15

4.12 Equal Opportunity 16

4.13 Force Majeure 16

4.14 Governing Law and Venue 16

4.15 KIPP Property 16

4.16 Indemnification 17

4.17 Interpretation 17

4.18 Invoices; Payments 17

4.19 IRS W-9 17

4.20 Multiple Contract Awards; Non-Exclusivity 17

4.21 New Products 17

4.22 No Substitution 18

4.23 No Agency or Endorsements 18

4.24 Non-Appropriation Clause 18

4.25 Notice 18

4.26 Penalties 18

4.27 Performance 19

4.28 Performance and Payment Bonds 19

4.29 Prevailing Wage Rates 19

4.30 Prices 19

4.31 Quantities 19

4.32 Records Retention 19

4.33 Right to Audit 20

4.34 Safety 20

4.35 No Substitution; Product Recall 20

4.36 Appeal/Protest Process 20

4.37 Severability 21

4.38 Shipments 21

4.39 Software Maintenance 21

4.40 Subcontractors 21

4.41 Taxes 21

4.42 Tax Responsibilities of Vendor and Indemnification for Taxes 21

4.43 Termination of Contract 21

4.44 Title and Risk of Loss 22

4.45 Waiver 22

4.46 Warranty 22

4.47 Workforce 22

4.48 USDA/TDA Special Terms and Conditions 23

4.48.1 Market Basket Analysis 23

4.48.2 Material Change 23

4.48.3 New Products 23

4.48.4 Bonds 23

4.48.5 Use by Other Governmental Entities 24

4.48.6 No Guarantee of Quantities 24

4.48.7 Buy American Act 24

4.48.8 Records Retention 25

SECTION 5 - EVALUATION CRITERIA 26

SECTION 6 – SCOPE OF WORK OVERVIEW 26

6.1 Scope of Work 26

Requirements must include: 26 Vendor Responsibility 27 KIPP Responsibility 27 Installation Locations 27 Proposals and Awards 28

6.2 Purchase Orders 28

SECTION 7 – PROPOSAL FORMS 29

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 in 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”, “Owner”) is seeking proposals from qualified vendors to provide the equipment, delivery, installation, and start-up of 73 milk coolers for multiple Houston-area campuses. Project completion is expected by August 1, 2026.

Service Providers are encouraged to review this entire RFP available on KIPP’s website:

https://kipptexas.org/public-information/current-bids/

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 at KIPP’s website: https://kipptexas.org/public-information/current-bids/

Proposal questions submission instructions: All questions must be submitted directly through the Euna 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 Bonfire Portal found on our website: https://kipptexas.org/public-information/current-bids/

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

1.2 Project Schedule

This schedule shall govern the RFP process. If modified, an update will be posted as an addendum on the Bonfire Portal found on https://kipptexas.org/public-information/current-bids/.

https://kipptexas.org/public-information/current-bids/ https://kipptexas.org/public-information/current-bids/

RFP Issued: June 25, 2026 Pre-Proposal Conference/Site Visit:

N/A

Deadline for Questions: July 9, 2026 Questions & Answers Posted: July 10, 2026 Proposals Due: July 13, 2026, by 10:00 am CST Opening of proposals: July 13, 2026 at 10:15 am CST via videoconference:

Evaluation: July 14-July 17, 2026 Estimated Award Date: July 20, 2026

1.3 Specifications

Proposer is expected to examine and be familiar with all requirements and obligations of this entire Request for Proposal (RFP). Failure to do so will be at the Proposer’s risk. Owner will 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.

Compliance with Laws

Proposer shall comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations, including, if applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations, 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 C.F.R. 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”). For the entire duration of this Agreement, Proposer shall maintain all required licenses, certifications, permits, and any other documentation necessary to perform this Agreement. When required or requested by KIPP, Proposer shall furnish KIPP with satisfactory proof of Proposer’s compliance with this provision.

When federal funds are expended by KIPP pursuant to this Agreement, Proposer certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. Proposer further certifies that Proposer will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit their final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed if any litigation, claim, or audit is started before the expiration of the three-year period.

1.4 Evaluation and Selection

Owner maintains and uses documented procedures for procurement transactions under a Federal award or subaward, including for the acquisition of property or services required under a Federal award or subaward as detailed in 2 CFR § 200.318. Owner’s documented procurement procedures are consistent with state, local, and tribal laws and regulations and standards identified in §§ 200.317 through 200.327 of subpart D—Post Federal Award Requirements.

1.5 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.

1.6 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 his or her Proposal is received at the appropriate location by the specified deadline.

1.7 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 KIPP. Owner further reserves the right to accept, reject, or negotiate modifications in any terms of a proposed vendor’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 guarantee or commitment of any kind concerning quantities that will actually be purchased under this RFP and the resulting contract, if any. Owner makes no guarantee or commitment of any kind regarding usage of any contract(s) resulting from this RFP. Vendors, however, are expected to carry sufficient inventories to service the needs of Owner and shall furnish all required goods and/or services to Owner at the stated price, when and if required. Because all commodities will be provided on an “as needed” basis, Owner makes no representation either orally or in writing to the amount of commodities, services, or related items Owner will use during the Term of the Contract.

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.

Owner may request clarification from vendor(s) for the purpose of eliminating minor errors, clerical errors, and/or non-substantive irregularities. Clarification does not give a vendor the opportunity to revise, change, or modify its proposal in any way except to the extent of correction of the error. Discussion between Owner and a vendor may also take place after the initial receipt of proposals. owner reserves the right to conduct discussions with all, some, or none of the vendor(s) submitting proposals. Owner will not assist a vendor in the revision or modification of its proposal, nor will Owner assist a vendor in bringing its proposal to the same level of other proposals received by Owner.

Owner reserves the right, in its sole discretion, to conduct interviews to assist in a complete and thorough evaluation of the proposals. 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.

1.8 Sales Tax Exemption

Proposer acknowledges that KIPP claims an exemption from the payment of Texas state sales tax. A copy of the applicable certificate will be provided upon award.

1.9 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. 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 Texas Public Information Act are applicable and provide detailed reasons to substantiate the exception(s). Vague or general claims to confidentiality will not be accepted. KIPP assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Proposers. Owner shall comply with the Texas Public Information 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 Texas Public Information 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

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 mailto:maricela.arredondo@kipptexas.org 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 documentation and information related to financial resource stability. Reference Form A Proposal Response for specific details.

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 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 limit of not less than one million dollars ($1,000,000) for loss of 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:

● 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 with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the federal award. A conflict of interest includes when the employee, officer, agent, board member, or any member of their immediate family, their partner, or an organization that 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.

An employee, officer, agent, or board member 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 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.

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 Euna and is listed below.

1. Bid Table: Enter the unit price for each line item, installation fee, removal and disposal of the old equipment and delivery/shipping fees. Vendors have the option to submit an alternate bid.

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

3. Implementation Plan: Provide a brief description of the proposed equipment and services to be provided.

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.

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

3.3 Interview Representation

If an interview is required, each Proposer will designate a representative to work directly with the Owner.

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 officer or employee of KIPP 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 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 KIPP Texas Vendor Packet, including the provisions that apply when federal funds are expended by KIPP for any contract resulting from this RFP.

The words “bids,” “RFP”, “Request for Proposals”, “quotes”, “solicitation”, “procurement” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions apply to all bids, Request for Proposals, 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.

Proposer, having submitted a response to the RFP issued by KIPP, will be expected to agree to the following terms and conditions. Proposers are responsible for identifying any exceptions to these terms and conditions. ANY

EXCEPTIONS MUST BE CLEARLY NOTED IN THE PROPOSAL ON THE EXCEPTION FORM. 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.

4.1 Agreement Terms; Amendment

The terms of this Agreement 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 this Agreement 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 this Agreement is executed by an authorized representative of KIPP.

4.2 Assignment of Agreement

Vendor may not assign this Agreement or any of its rights, duties, or obligations hereunder without the prior written approval of KIPP. Any attempted assignment of this Agreement by Vendor shall be null and void. Any purchase or work order made as a result of this Agreement 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 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.

4.5 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 Agreement 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.

4.6 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 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.

4.7 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 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. Vendor also acknowledges that KIPP is subject to the Texas Public Information 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 this Agreement 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 Texas Public Information Act.

4.8 Contract Term

The term of the Agreement is as stated in the RFP. The phrase “Term” in this Agreement shall mean the then-current Term of the Agreement, 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 Agreement prices, terms, and conditions are to remain in force during the transitional period unless mutually agreed upon by both parties. Should the Agreement 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 Agreement terminated at the expiration of that term.

4.9 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 Criminal History Records Contractor Certification: Contractor/Subcontractor Employees Form must be filled out and returned, if applicable (See KIPP Texas Vendor Packet).

4.10 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.

4.11 Entire Agreement

This Agreement, the procurement solicitation issued by KIPP, the portion(s) of Vendor’s response submitted in response to KIPP’s procurement solicitation that are accepted by KIPP, Vendor’s completed KIPP Texas Vendor Packet (including all certifications therein) and/or Vendor’s completed bid attributes (including all certifications therein), and the attached and incorporated addendum or exhibits, if any, contain the entire agreement of the parties relative to the purpose(s) of the Agreement and supersede any other representations, agreements, arrangements, negotiations, or understanding, oral or written, between the parties to this Agreement. In the event of a conflict between or among the documents that form this Agreement, the following order of precedence shall apply: (1) Vendor’s completed KIPP Texas Vendor Packet and/or Vendor’s completed bid attributes (including all certifications therein); (2) this Agreement; (3) the procurement solicitation issued by KIPP; (4) the attached and incorporated addendum or exhibits, if any; and (5) the portion(s) of Vendor’s proposal submitted in response to KIPP’s procurement solicitation that are accepted by KIPP. This Agreement supersedes 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 may be issued by Vendor after the Effective Date of this Agreement.

4.12 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 this Agreement, 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 this Agreement 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 Agreement.

4.13 Force Majeure

Neither KIPP or Vendor shall be deemed to have breached any provision of this Agreement 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 this Agreement 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 Agreement has not been terminated. Delay or failure of performance, by either party to this Agreement, 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 this Agreement, in the event the Vendor’s performance of its obligations under this Agreement is delayed or stopped by a force majeure event, KIPP shall have the option to terminate this Agreement. This section shall not be interpreted as to limit or otherwise modify any of KIPP’s contractual, legal, or equitable rights.

4.14 Governing Law and Venue

The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Agreement. The mandatory, exclusive jurisdiction for any dispute under this Agreement is in the state and federal courts located in Houston, Harris County, Texas.

4.15 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.

4.16 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.

4.17 Interpretation

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

4.18 Invoices; Payments

Invoices shall be directed to KIPP’s Accounts Payable Department at accounts.payable@kipptexes.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. Payments are due to Vendor within thirty (30) days after the later of the following: (1) the date KIPP receives the goods under the Agreement; (2) the date the performance of the service under the Agreement 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 this Agreement or any other agreement between KIPP (including any department of KIPP) and Vendor, any sums to which KIPP is entitled under this Agreement, 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.

4.19 IRS W-9

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

4.20 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 this Agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to KIPP. During the Term of this Agreement, 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.

4.21 New Products

New products that meet the specifications detailed in the solicitation may be added to this Agreement, with prior written approval from KIPP. Pricing of any new products shall be equivalent to the percentage discount or mailto:accounts.payable@kipptexes.org 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.

4.22 No Substitution

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

4.23 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. This Agreement 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 this Agreement 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.

4.24 Non-Appropriation Clause

Renewal of this Agreement, 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 this Agreement or obligation imposed on KIPP by this Agreement, KIPP shall have the right to terminate this Agreement 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 this Agreement. The parties agree that this Agreement is a commitment of KIPP’s current revenue only.

4.25 Notice

Any notice provided under the terms of this Agreement 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 this Agreement. Notice shall be deemed effective upon receipt.