6-New Braunfels ISD Terms Conditions (Fillable).pdf

New Braunfels ISD Terms & Conditions

1. The use of brand names and catalog numbers does not prohibit the substitution of other brands of equal quality unless "NO SUBSTITUTE" is specified.

2. Exclude Federal, State, City or Excise sales taxes. New Braunfels Independent School District’s tax-exempt form will be furnished upon request.

3. The District reserves the right to waive minor informalities and irregularities and to accept or reject each item separately or as a whole.

4. The vendor must specify make or model even if the vendor is bidding the brand specified or bidding a product “equal”. Do not put “as specified” or “equal”.

5. Complete descriptive and illustrated literature covering the items you propose to furnish should accompany your proposal.

6. Proposals received after the time and date specified will not be considered. Proposals received without proper signature are subject to disqualification and will not be accepted.

7. Payment terms will be net thirty (30) days after acceptance of delivery in full or receipt of correct invoice, whichever comes later, unless a prompt payment discount is offered as this will be considered.

8. During the performance of this contract, the vendor agrees not to discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, disability, political belief, or religion. New Braunfels ISD does not discriminate on the basis of race, sex, age, religion, color, national origin, or disability in providing education services, activities, or programs. It is the intent and policy of this District to conduct its activities in compliance with all Federal and State laws prohibiting discrimination on the basis of race, sex, age, religion, color, national origin or disability.

9. In awarding a contract, the District shall consider: purchase price, the reputation of the vendor and of the vendor’s goods and services, the quality of the vendor’s goods or services, the extent to which the goods or services meet the District’s needs, the vendor’s past relationship with the District, the impact on the ability of the District to comply with laws relating to historically underutilized businesses, the total long-term cost to the District to acquire the goods or services, and any other relevant factor that a private business entity would consider in selecting a vendor. In addition, quality and suitability of the product and not price alone shall be considered in the acceptance of proposals. Consideration may also be given to the bidder’s references and record for responsibility, knowledge of the product, and service.

10. If the vendor fails to deliver either the quality or quantity of items on which award was made by the promised delivery date at the prices specified in this proposal, New Braunfels ISD reserves the right to purchase the specified supplies elsewhere and vendor agrees to allow New Braunfels ISD to deduct the difference in price and cost of handling, if any, from pending invoices of current proposal, as permitted under Article II of the Uniform Commercial Code.

11. Vendors are responsible for notification of changes of address, telephone number, fax number, or email. The District is not responsible for failing to mail/ email a vendor a solicitation or for undelivered or misdirected communications.

12. Successful vendor shall not begin work/services or deliver merchandise without an authorized District Purchase Order or District check. New Braunfels ISD will not be responsible for orders without one of the approved methods of payment listed. Exception to this condition may be for a few Facilities/Maintenance/Transportation transactions (emergencies only), as will be decided by those Departments.

13. No assignment nor transfer of this proposal, in whole or in part, to any other party will be allowed unless the vendor to whom this proposal is awarded receives written approval from New Braunfels ISD. Written approval must be requested and received prior to any assignment or transfer. In the event the vendor fails to comply with this provision, the school district may take actions to require compliance or take any other measures deemed appropriate.

14. The award or agreement resulting from this proposal or proposal may be terminated or cancelled under the following circumstances.

A. District may cancel or terminate the award or agreement for upon written notice.

B. During the term of the agreement, District may terminate the agreement at the expiration of each

District budget period if funds are not appropriated for payment under the agreement.

C. Work under the agreement may be terminated in whole or in part by the District upon delivery to vendor of a notice of termination specifying the extent to which performance of work under the agreement is terminated and the date upon which termination becomes effective. This right of termination is in addition to and not in lieu of District rights to cancel undelivered goods or services under the agreement.

D. District may cancel all or any part of the undelivered goods or services of the agreement if vendor breaches any of the terms of the agreement, including, but not limited to, warranties of vendor, or if vendor becomes insolvent or begins bankruptcy or reorganization proceedings. District’s rights of termination or cancellation are in addition to other remedies District may have in law or equity.

15. Force Majeure – The District shall not be liable for defaults or delays due to acts of God or the public enemy, acts or demands of any governmental agency, strikes, fires, floods, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence.

16. Vendor agrees to indemnify, defend, and hold District harmless from any patent, copyright, trademark, or trade secret infringement claim or cause of action, or any similar intellectual or proprietary rights infringement claim or cause of action, which are based on or related on goods or services sold or used by the vendor in connection with this agreement. Vendor shall defend any such claims or causes of action at its own expense, and the District shall have the right to have such litigation monitored by its own counsel at District expense.

17. Applicable law and venue – This agreement shall be governed by the Texas Business and Commerce Code as applicable and as adopted and amended from time to time by the Texas legislature. Both parties agree that the venue for any litigation arising out of this contract shall lie in New Braunfels, Comal County, Texas.

18. Termination – The performance of work or delivery of goods under this agreement may be terminated in whole or in part by the District in accordance with this provision. Termination of work hereunder shall be affected by delivery to the Vendor of a notice of termination specifying the extent to which performance of work under the order is terminated and the date upon which termination becomes effective. Such right of termination is in addition to and not in lieu of the rights of the District under condition 24 below.

19. Cancellation – The District has the right to cancel for default all or any part of the undelivered portion of this agreement if the Vendor breaches any of the terms hereof including warranties of the Vendor or if the Vendor becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies, which the District may have in law or equity.

20. Right of Inspection – The District has the right to inspect the goods at delivery before accepting them.

If the District is not able to inspect the goods at the time of the delivery, the District still has the right to inspect and approve the material within a reasonable time after delivery. If specifications are not met, material may be returned at seller’s expense and risk for all damages incidental to the rejection.

Payment shall not constitute an acceptance of the material nor impair the District’s right to inspect or any of its remedies.

21. Place of Delivery – The place of delivery shall be that set forth in the purchase order. All deliveries must be inside deliveries, unless other arrangements are made.

22. Title and Risk of Loss- The title and risk of loss of the goods shall not pass to the District until the District actually receives and takes possession of the goods at the point or points of delivery.

23. Out of State Vendors – The “Reciprocity Rule” applies. Vendors whose principal place of business is located in a state which gives preference to residents are subject to the same restrictions when submitting an offer with an entity of the State of Texas.

24. Advertising – Vendor shall not advertise or publish, without the District’s prior consent, the fact that the District has entered into this contract, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state, or local government.

25. The resulting award from this proposal constitutes a contract between the New Braunfels ISD and the awarded vendor. The prevailing party in an action, in state or federal court, to enforce or interpret this contract is entitled to recover its reasonable attorneys' fees and court costs from the other party. Without waiving any rights available to the District for recovery, if the District is the prevailing party, vendor hereby agrees and authorizes the District to deduct the reasonable attorneys' fees and court costs from amounts, if any, owed to vendor under the contract.

26. Right to Assurance – Whenever New Braunfels ISD in good faith has reason to question the vendor’s intent to perform; the district may demand that the vendor give written assurance of their intent to perform. In the event that a demand is made and no assurance is given within five (5) calendar days, the district may treat this failure as anticipatory repudiation of the contract.

27. These general conditions govern the relationship between the District and vendor, and are hereby made part of the agreement between the District and vendor.

28. Interlocal Agreements with other School Districts through the Central Texas Purchasing Alliance:

A. Membership. New Braunfels ISD is a member in good standing of the Central Texas Purchasing

Alliance (CTPA/txctpa.org), an alliance of over 70 school districts in Texas representing over a million students, sharing information, services and contractual opportunities. CTPA is an alliance created in accordance with Section 791.001 of the Texas Government Code through Interlocal agreements.

B. B. Adoption of Awarded Contracts. In support of this collaborative effort, all awards made by New Braunfels ISD may be adopted by other active CTPA member districts. By adopting a contract from another CTPA member district, the adopting district has met the competitive bidding requirements established by the Texas Education Code, Section 44.031(a)(4) and as required by the adopting district’s policies. There is no obligation on either party to participate unless both parties agree. The goods and services provided under the contract will be at the same or better contract pricing and purchasing terms established by the originating district.

C. Adopted Contract Management. The adopting district shall be responsible for the management of the new contract and all payments to the contracted vendor. The originating district shall have not responsibilities under the new contract agreement.

29. SB 943 went into effect Jan. 1, 2020, and amended the Texas Public Information Act (Chapter 552 of the Texas Government Code) including adding new Subchapter J. Contracts that result in the expenditure of $1 million or more in public funds in a governmental body’s fiscal year. The new law imposes significant obligations on vendors, including (1) preserve all contracting information as provided by the records retention requirements applicable to the purchasing governmental entity for the duration of the contract; (2) promptly provide to the governmental entity any contracting information that is in the custody or possession of the vendor upon request; and (3) on completion of the contract, either (a) provide, at no cost to the governmental entity, all contracting information that is in the vendor’s custody or possession, or (b) preserve the contracting information as provided by the records retention requirements applicable to the governmental entity.

30. New Braunfels ISD is required to comply with House Bill 1295, which amended the Texas Government Code by adding Section 2252.908, Disclosure of Interested Parties. Section 2252.908 applies to a contract of New Braunfels ISD that (1) requires an action or vote by the New Braunfels ISD Board of Trustees before the contract may be signed; (2) has a value of at least $1 million; or

(3) is for services that would require a person to register as a lobbyist under Tex. Gov’t Code Chapter 305. If applicable, the business entity must submit a Disclosure of Interested Parties (Form 1295) to New Braunfels ISD at the time business entity submits the signed contract/proposal. The Form 1295 requirement does not apply to (1) a contract with a publicly traded business entity or Wholly owned subsidiary of the same; (2) an electric utility; or (3) a gas utility. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Texas Ethics Commission. As a “business entity”, vendors must electronically complete, print, sign and submit Form 1295 with their proposals even if no interested parties exist.

Proposers must file Form 1295 electronically with the Texas Ethics Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm .

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

31. If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and

(c) this Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Pursuant to Chapter 2270 of the Texas Government Code, the Vendor hereby certifies and verifies that neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the “Vendor Companies”), boycotts Israel, and the Vendor agrees that the Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

32. New Braunfels ISD, per Section 2274.002, may not enter into a contract with a company for goods or Services unless the contract contains a written verification from the company that it does not boycott energy companies and will not boycott energy companies during the term of the contract. The requirement above applies only to a contract that: (a) Is between a district and a company with ten or more full-time employees; and (b) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the district. The requirement above does not apply to a district that determines the requirements are inconsistent with the district’s constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds.

33. New Braunfels ISD, per Section 2274.002, may not enter into a contract with a company for the purchase of goods or services unless the contract contains a written verification from the company that it does not practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. The requirement above applies only to a contract that: (a) is between a district and a company with at least ten full-time employees; and (b) has a value of $100,000 or more that is paid wholly or partly form public funds of the district. The requirement above does not apply to a district that contracts with a sole-source provider or does not receive bids from a company that is able to provide the required written verification.

34. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this bid/contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

35. SB 252 – Certification Regarding Terrorist Organizations. Effective 9/1/2017, Pursuant to Sections 2252.151-154 of the Texas Government Code, the Contractor hereby certifies that it is not a company with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State under federal law.

36. Buy America Act: The Contractor certifies that it is in compliance with the Buy America Act in that each end product purchased under any federally funded supply Contract exceeding $2,500 is considered to have been substantially produced or manufactured in the United States. End products exempt from this requirement are those for which the cost would be unreasonable, products manufactured in the US that are not of satisfactory quality, or products for which the Agency head determines that domestic preference would be inconsistent with the public interest. The Contractor also certifies that documentation will be maintained that documents compliance with this requirement (FAR 25.1-25.2).

37. Federal Funds- if the source of funds for this purchase is federal funds, the following federal provisions apply, as applicable: the Davis-Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5), the Copeland “Anti- Kickback” Act (40 U.S.C. § 874 / 29 CFR Part 3), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), 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), Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), Debarment and Suspension (Executive Orders 12549 and 12689), Rights to Inventions Made Under a Contract or Agreement (37 CFR Part 401), Procurement of Recovered Materials (§ 200.322), 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”), and 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).

38. H.B. 2960 – The heading to Section 272.001, Business & Commerce Code, is amended to read as follows: If a construction contract or an agreement collateral to or affecting the construction contract contains a provision making the contract or agreement or any conflict arising under the contract or agreement subject to another state’s law, litigation in the courts of another state, or arbitration in another state, that provision is void as against public policy. To the extent that a venue provision in a contract is void under Subsection (b), unless the parties stipulate to another venue after the dispute arises, an action arising out of the contract shall be brought only in this state in the county in which the property that is the subject of the litigation is located. (d) This section does not apply to an action if: (1) the agreement described by this section was unconscionable at the time that it was made; (2) the agreement regarding venue is void under Chapter 272, Business & Commerce Code; or (3) venue is established under a statute of this state other than this title.

39. S.B. 33 - Section 2273.001, Government Code, reads as follows: (1-a) “Abortion assistance entity” means a person that procures or facilitates a woman’s procurement of an abortion by engaging in any of the following acts: (A) offering or providing money to pay for, reimburse, or offset the coasts of obtaining an abortion or the costs incurred by or associated with seeking an abortion, regardless of the location at which the abortion occurs; (B) paying for, planning, or executing plans for travel accommodations, including transportation, meals, or lodging, with the intent of facilitating the procurement of an abortion, regardless of the location at which the abortion occurs; (C) offering, providing, or paying for any type of service or logistical support, including child care or abortion doula services, to facilitate the procurement of an abortion; or (D) collecting or distributing an abortion-inducing drug, as that term is defined by Section 171.061, Health and Safety Code, to increase access to those drugs. (2) “Abortion provider” means a person who performs or induces an abortion.

40. S.B. 480 – Relating to the authority of a local government to enter into an interlocal contract with certain governmental entities to participate in water research or planning activities. Subchapter C, Chapter 791, Government Code, is amended by adding Section 791.038 to read as follows: Contract for Water Research or Planning. A local government may contract with another local government, the state, or the federal government to jointly participate in research or planning activities related to water resources.

THIS DISTRICT HAS IMPLEMENTED A “NO CONTACT” PROCEDURE DURING THE BIDDING

PROCESS. THIS MEANS THAT FROM THE DATE THE BID IS ISSUED UNTIL THE DATE THE BID IS

AWARDED BY THE BOARD, THERE SHALL BE NO CONTACT BY ANY VENDOR TO ANY DISTRICT

EMPLOYEE (EXCLUDING THE BUSINESS DEPARTMENT) OR BOARD MEMBER IN RELATION TO

THIS BID, UNLESS AUTHORIZED BY THE EXECUTIVE DIRECTOR OF FINANCE AND OPERATIONS.

Acknowledgment of New Braunfels Independent School District General Conditions I have read and agree to the above conditions and specifications for New Braunfels ISD.

I affirm, to the best of my knowledge, this proposal has been arrived at independently and is submitted without collusion with anyone to obtain information that would in any way limit competition in the award of this proposal.

I affirm, to the best of my knowledge, that the company I represent meets Equal Employment Opportunity Commission standards and Americans with Disabilities Act standards in employment practices.

Signature: Date:

Printed Name:

Name of Company:

THIS DISTRICT HAS IMPLEMENTED A “NO CONTACT” PROCEDURE DURING THE BIDDING PROCESS. THIS MEANS THAT FROM THE DATE THE BID IS ISSUED UNTIL THE DATE THE BID IS AWARDED BY THE BOARD, THERE SHALL BE NO CONTACT BY ANY VENDOR TO ANY DISTRICT EMPLOYEE (EXCLUD...