8-Sample FBISD Agreement for Services FBISD (6.2.25).pdf

Revised 3/3/25 Dept. of Contracts

Agreement for Services

This Agreement for Services (“Agreement”) is entered into between the Fort Bend Independent School District (“FBISD”) and ____________________________________________ (“Vendor”). FBISD and Vendor may be referred to singularly as a “Party” and collectively as the “Parties.”

1. ORDER OF PRECEDENCE

AGREEMENT DOCUMENTS: This Agreement consists of the following Agreement Documents, which are incorporated by reference for all purposes, and in the event of a conflict or inconsistency between or among the Agreement Documents, except as otherwise provided, the conflict or inconsistency shall be resolved by giving precedence as follows:

• The body of this Agreement;

• The Terms and Conditions of RFP/RFQ XXXX solicitation documents and addenda, if any;

• The proposal document submitted by Vendor in response to RFP/RFQ XXXX, excluding any terms and conditions contained therein;

• Exhibit A – Vendor’s Detailed Description of Services and Payment Schedule;

• Exhibit B – Fort Bend I.S.D. Insurance Requirements;

• Exhibit C – EDGAR Certifications;

• FBISD Data Protection Addendum and;

• FBISD’s General Provisions for Purchasing Solicitations and Contracts https://fortbendisd.com/General_Provisions_for_Purchasing_Solicitations_and_Contracts

In the event and to the extent any provisions contained in multiple documents address the same or the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions.

It is expressly agreed and understood by the Parties that the incorporation of the proposal document submitted by Vendor in response to RFP/RFQ XXXX above shall not include, and shall specifically exclude any terms or conditions contained in such document that conflict with the terms and conditions contained in this Agreement and any other exhibits or documents, including but not limited to FBISD’s General Provisions for Purchasing Solicitations and Contract, referenced herein. In particular, but without limitation, any terms that purport to expand FBISD’s liability to Vendor or that limit or waive Vendor’s liability to FBISD shall have no effect or enforceability.

2. TERM: The terms and conditions of this Agreement shall govern all procurements for goods and services conducted hereunder. No amendment of this Agreement shall be permitted unless and until first approved in writing by FBISD, and no such amendment shall have any effect unless and until a written amendment to this Agreement is executed by the FBISD Superintendent or designee. The initial term of this Agreement (“Term”) will begin on _________ and end on __________, with xxx(x) optional one-year renewal. Prior to expiration of each term, the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 30 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew.

https://www.fortbendisd.com/cms/lib/TX01917858/Centricity/Domain/44/General%20Provisions%20for%20Purchasing%20Solicitations%20and%20Contracts.pdf

3. CONFLICTING OR ADDITIONAL TERM: If conflicting or additional terms in Vendor Software License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of FBISD, such conflicting or additional terms shall not take precedence over the terms of this Service Agreement.

In the event of a conflict, any linked documents, including but not limited to Shrink/Click Wrap Agreements, may not take precedence over the printed or referenced documents comprising this agreement.

FBISD’s agreement to said linked document shall not be effective until reviewed and approved in writing by FBISD authorized signatory. Any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor’s initial response shall apply to that purchase unless Vendor directly informs FBISD of the update before the purchase is consummated. This applies irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order (if applicable). Vendor shall not, without prior written agreement from FBISD authorized signatory, require any document that diminishes the rights, benefits, or protections of FBISD, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of FBISD; or imposes additional costs, burdens, or obligations upon FBISD, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon FBISD.

3.1 If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the agreement between FBISD and Vendor, and Vendor will nonetheless be obligated to perform the agreement without regard to the prohibited documents, unless FBISD elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all agreements, including, but not limited to, agreements between FBISD and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher.

4. LETTER OF AWARD: Notwithstanding anything to the contrary contained in these terms and conditions, upon the District’s acceptance of a response, the Vendor and the District will have entered into a binding contract. The contract is enforceable from the time of acceptance without regard to the time of notification to the Vendor of acceptance. Vendor will be notified by a “Letter of Award” issued by the Director of Materials Management, or a designee from the Purchasing Department. This letter, together with the Vendors signed response forms, purchase order and contract documents will be defined as the “original” contract

5. SERVICES: FBISD agrees to contract with the Vendor and the Vendor agrees to personally perform in a manner satisfactory to the District the following services: (“Services”):

[The Services are more fully detailed in Exhibit ___, which is attached and incorporated by reference for all purposes. In the event of any inconsistency between Exhibit ___ and this Agreement, this Agreement shall prevail.]

6. COMPENSATION: FBISD will engage Vendor on an “as-needed if needed” basis and does not guarantee the purchase of any quantity or dollar amount of Services. The District agrees to pay Vendor for the above services when satisfactorily performed. This is a fixed price contract.

[OR]

FBISD will pay Vendor an amount not to exceed $_________, based on an hourly fee and/or other method of calculation as follows: ______________________________________________

[OR]

This is a fixed price contract and will be performed on a service-order basis. FBISD will pay Vendor an amount not to (based on service order form(s) to be completed and signed by the Parties, a version of which will be provided to Vendor by FBISD).

The payment schedule is detailed in Exhibit A, Payment for Services, which is attached and incorporated by reference for all purposes.

6.1 PAYMENT TERMS: Payment to Vendor shall be made only after services are performed and not before. Advance payment to Vendor is strictly prohibited. Vendor shall submit detailed invoices to FBISD describing the Services rendered, the times when such Services were performed, compensable expenses and the amount due. FBISD will pay undisputed amounts within thirty (30) days of receiving acceptable invoices, and payment may not be deemed overdue until the 31st day after the later of: (1) the date the services are performed under this Agreement or (2) the date FBISD receives an invoice. Payment terms, including the rate of interest that shall accrue on any overdue payments, are subject to Chapter 2251 of the Texas Government Code. For purposes of Texas Government Code §2251.021(a)(1) and §2251.021(a)(2), the date the performance of service is completed, and the date goods are received, is the date when the District's representative approves the invoice.

6.2 INVOICES & PAYMENTS: Vendor shall submit separate invoices, in duplicate, directly to

FBISD’s Account Payable office for processing. Electronic invoices are preferred. Sent Electronic invoices to AccountsPayable.Invoices@fortbendisd.gov , Each invoice shall include FBISD’s purchase order and submitted only after each delivery and/or project completed, or service(s) rendered. Invoices shall indicate the purchase order number and the solicitation number. Invoices shall be itemized. If applicable, a copy of the bill of lading should be attached to the invoice and mailed to FBISD at the address specified on the purchase order. No charge or addition to the accepted price shall be made by the Vendor for delivering, placing, or invoicing product(s). Payment shall not be due until all items on the purchase order have been received by FBISD (unless specified in the specifications) or the project has been completed, the above instruments are submitted, and the invoice has been accepted by FBISD. Invoices are to be submitted to:

Fort Bend ISD ATTN: Accounts Payable

P.O. Box 1004 Sugar Land, Texas 77487-1004

Preferred Method: Send invoices to AccountsPayable.Invoices@fortbendisd.gov

FBISD will reimburse Vendor only for those reasonable travel and miscellaneous expenses incurred as a result of an explicit request by FBISD in rendering the Services. Expenses will be reimbursed in a timely manner upon presentation by Vendor of an invoice with supporting receipts.

mailto:AccountsPayable.Invoices@fortbendisd.com mailto:AccountsPayable.Invoices@fortbendisd.gov

FBISD will make payments directly to Vendor. FBISD shall alone be liable and/or responsible for payment for product(s) and/or service(s) ordered and must be invoiced directly by Vendor.

All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Vendor, unless otherwise stated in the contract terms. During the term of this contract, the District may reimburse the Vendor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of their duties pertaining to the Statement of Work associated with this contract.

Notwithstanding the foregoing, expenses for the time spent by the Vendor in traveling to and from the District facilities shall not be reimbursed, unless otherwise negotiated. Inclusive of the compensation for services as specified in the Compensation Paragraph within the contract, the District agrees to pay documented transportation, per diem, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the District.

Expenses incurred directly in support of completing the work set forth in this contract are reimbursable to the Vendor within the contract amount. All travel, lodging, and per diem expenses in connection with the contract for which reimbursement may be claimed by the Vendor under the terms of the contract will be reviewed against the District’s Travel Policy and the current United States General Services Administration Domestic Per Diem Rates (the “Rates”) as published and maintained on the Internet at: https://www.gsa.gov/travel/plan-book/per-diem-rates. No amounts more than the Travel Policy or Rates shall be paid.

All invoices must be accompanied by copies of itemized receipts (e.g., hotel bills, airline tickets).

No reimbursement will be made for expenses not actually incurred. Airline fares more than coach or economy will not be reimbursed. Mileage charges may not exceed the amount permitted as a deduction in any year under the Internal Revenue Code or Regulation.

Reimbursable administrative expenses include actual charges for long distance telephone calls, facsimile transmissions, reproduction, printing and binding, postage, express delivery, and report processing.

6.3 METHODS OF PAYMENT: Vendors are to select one of the following payment methods:

Vendors are to select one of the following payment methods:

• CARD Virtual Card program (Comdata – FBISD’s preferred method of payment. Card payments are made available to the Vendor immediately after file payment submission.

After Vendor receives an auto-generated email remittance advice notification, Vendor process virtual card payments by the unique number provided in the email. Vendor will accept payments via virtual cards must establish their own Agreements with a merchant card bank to fund their bank accounts. Some banks charge a fee for using virtual cards;

however, FBISD does not charge a fee. Fees are negotiated in the Agreement between the Vendor and their merchant card bank. FBISD processes invoices several times a week for virtual card payments.

• Automated Clearing House (ACH) Electronic fund transfer to Vendor’s bank account.

FBISD processes invoices twice a week for ACH payments.

7. VENDOR’S STATUS AND RESPONSIBILITIES: In performing the Services, Vendor will be deemed an independent contractor and not FBISD’s agent or employee. This Agreement will not be construed to create any partnership, joint venture or other similar relationship between the Parties. As an independent https://www.gsa.gov/travel/plan-book/per-diem-rates contractor, Vendor will be solely responsible for determining the means and methods for performing the Services and shall furnish all tools, materials, transportation and personal incidentals necessary in the performance of the Services. Vendor shall be responsible for any and all applicable social security and personal income taxes which may become due as a result of any payments made by FBISD hereunder and Vendor shall indemnify and hold FBISD harmless in this regard. Before invoicing FBISD for Services, Vendor will complete and submit an Internal Revenue Service (“IRS”) Form W-9. Vendor shall perform the Services in strict accordance with this Agreement and in accordance with the highest standards of care, skill, diligence and professional competence applicable to Vendors engaged in providing similar services.

8. ORDERING PROCEDURES: A purchasing commitment represents an obligation to pay a Vendor for future delivery of goods or services. FBISD’s purchase commitments are made via Purchase Orders. No payments will be made for work performed or goods delivered before a Purchase Order is issued by the Procurement Department. Vendors who commence work before they have received a valid Purchase Order do so at their own risk. Purchase Orders are issued by FBISD and submitted electronically to the Vendor by fax or email.

9. CHANGE ORDERS (IF APPLICABLE): Pursuant to TEX. EDUC. CODE § 44.0411(a), if a change in plans or specifications is necessary after the performance of a Purchase Order has begun or if it is necessary to decrease or increase the quantity of work to be performed or of materials, equipment, or supplies to be furnished, FBISD may approve change orders making the changes. The total Purchase Order price may not be increased because of the changes unless additional money for increased costs is approved for that purpose from available money or is provided for by the authorization of the issuance of time warrants. A Purchase Order with an original Agreement price of $1 million or more may not be increased under TEX. EDUC.

CODE § 44.0411(a) by more than 25 percent. If a change order for a Purchase Order with an original Agreement price of less than $1 million increases the Agreement amount to $1 million or more, the total of the subsequent change orders may not increase the revised Agreement amount by more than 25 percent of the original Agreement price

10. VENDOR PERFORMANCE: Vendor agrees to use commercially reasonable best efforts to provide the product(s) and/or service(s) subject to this Contract. Vendor shall furnish all supervision, labor, tools, equipment, permits, licenses, transportation, insurance, material, and supplies necessary to complete any scope of work or Purchase Order under this Contract. Vendor shall use skilled, trained personnel, who shall be supervised by Vendor.

11. VENDOR NON-PERFORMANCE: If at any time, the Vendor fails to fulfill or abide by the terms and conditions or specifications of the Contract, FBISD reserves the right to:

• purchase on the open market and charge the Vendor the difference between contract price and actual purchase price, or

• deduct such charges from existing invoice totals currently due, or

• cancel within thirty (30) days written notification of intent and remove the Vendor from the active procurement file for a period of time not less than one (1) year.

• re-bid the service/product.

12. NEW PRODUCTS: New products that meet the specifications detailed in the Solicitation may be added to this Contract, with prior written approval from FBISD. 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 the Contract if the replacing products are equal to or superior to the original products offered or discounted in a similar degree or to a greater degree and the products meet the requirements of the

Solicitation. No products may be added to avoid competitive procurement procedures. FBISD may reject any proposed additions, without cause, in its sole discretion.

13. WARRANTY CONDITIONS: All product(s) and/or service(s) provided by the Vendor under this

Contract must be warranted to be free from defects in material, workmanship, and free from such defects in design for a period of one (1) year upon the later of FBISD's acceptance of the product and/or service or payment of the applicable invoice.

13.1 Vendor warrants that all products and/or services furnished under this Contract shall conform in all respects to the terms of this Contract, including any drawings, specifications, and/or standards incorporated herein, including, without limitation, those detailed in the Solicitation and Purchase Order.

13.2 In addition, Vendor warrants that product and/or services are suitable for and will perform in accordance with the purposes for which they are intended.

13.3 Vendor shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the Vendor or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Contract, the Solicitation, or Purchase Order.

14. NOTIFICATION OF MATERIAL CHANGE: Vendor is required to notify FBISD’s Director of

Procurement Services in writing when any material change in operations occurs, including 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.

15. TAX EXEMPT STATUS: FBISD is exempt from payment of Texas State Sales Taxes under TEXAS

TAX CODE§ 151.310 for the purchase of tangible personal property. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from this Agreement, including, without limitation, any federal, state, or local income, sales or excise taxes of Vendor or its employees. FBISD shall not be liable for any taxes resulting from this Contract, except where otherwise required by law.

16. STATE OF TEXAS FRANCHISE TAX: By submitting a response to the Solicitation, Vendor certifies that Vendor is not currently delinquent in Vendor’s payment of any franchise taxes or other taxes owed to the State of Texas. For Corporations, A current "Certificate of Good Standing" from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current, and all Texas Franchise Reports and Taxes are paid.

17. NON-EXCLUSIVE CONTRACT: Any agreement resulting from the Solicitation is non-exclusive and shall be awarded with the understanding that this Agreement is for the sole convenience of FBISD. Nothing in this Agreement may be construed to imply that Vendor has the exclusive right to provide products and/or services to FBISD. During the Term of this Agreement, FBISD 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. FBISD is free to have multiple contracts for the awarded products and/or services and may initiate other procurement Solicitations or procurement activity with other Vendors at any time, at FBISD’s sole discretion.

18. TAX RESPONSIBILITIES OF VENDOR AND INDEMNIFICATION FOR TAXES: Vendor is responsible for complying with the tax laws of states and the federal government. Vendor and all subcontractor(s) of Vendor shall pay all federal, state, and local taxes applicable to Vendor’s operation, any persons employed by Vendor, and all subcontractors of Vendor. Vendor shall require all subcontractors to hold FBISD 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 Vendor.

19. BUSINESS CERTIFICATES: Vendors must adhere to the following applicable Texas laws as they pertain to their individual type of ownership:

19.1 Corporations (domestic or foreign *) shall be properly registered with the Texas Secretary of

State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code.

19.2 Partnerships and Joint Stock Companies, and Limited Liability Partnerships (domestic or foreign*) shall be properly registered with the Texas Secretary of State in accordance with

TITLE 105-- PARTNERSHIPS AND JOINT STOCK COMPANIES, CHAPTER ONE ---

PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED LIMITED

PARTNERSHIP ACT, Article 6132a-1. "Texas Revised Limited Partnership Act." All partners in a partnership must file a "Certificate of Limited Partnership" with the secretary of state, which shall be made available for inspection upon request.

*Note: Foreign means formed under laws of another state; Domestic means formed under Texas laws.

20. FBISD’S PROPERTY: In the event of loss, damage, or destruction of any property owned by or loaned by FBISD that is caused by Vendor or Vendor’s representative, agent, employee, or Vendor, Vendor shall indemnify and pay to FBISD 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 FBISD's determination of the amount due. If Vendor fails to make timely payment, FBISD 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 FBISD.

21. NO AGENCY OR ENDORSEMENTS: It is the intention of the parties to this Agreement that Vendor is independent of FBISD, is an independent contractor, and is not an employee, agent, joint venturer, or partner of FBISD. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between FBISD and Vendor, or FBISD and any of Vendor’s agents. Vendor has no power or authority to assume or create any obligation or responsibility on behalf of FBISD and FBISD has no power or authority to assume or create any obligation or responsibility on behalf of Vendor. This Agreement shall not be construed to create or imply any partnership, agency, or joint venture, nor shall it be construed or deemed an endorsement of a specific company or material. Vendor agrees that FBISD has no responsibility for any conduct of any of Vendor’s employees, agents, representatives, contractors, or subcontractors.

22. INTELLECTUAL PROPERTY: Vendor represents that it has all intellectual property rights necessary to enter into and perform its obligations in this Agreement.

23. OWNERSHIP OF WORK PRODUCT: All work, regarding this project, shall be deemed works for hire as defined by the United States Copyright Law, and FBISD retains for itself sole ownership of all proprietary rights in and to all designs, engineering details and other data pertaining to any discoveries, inventions, patent rights, software, improvements and the like made by the Vendor’s personnel in the course of performing the work. FBISD acknowledges and agrees that:

• Between Vendor and FBISD, Vendor owns all rights, title, and interest in and to Vendor’s intellectual property

• This Agreement does not grant FBISD or any of its affiliates any rights to Vendor 's Intellectual Property, and

• FBISD shall not contest the validity of any Vendors Mark now or in the future.

24. INDEMNITY: To the fullest extent permitted by law, Vendor shall indemnify and hold harmless FBISD and each of its trustees and employees from and against all liability, loss, expense (including reasonable litigation costs and attorney fees), or claims for injury or damages arising out of the performance of this Agreement (collectively, “Claim”) to the extent the Claim arises from the negligence, willful act, breach of contract or violation of law by Vendor, its employees, contractors or subcontractors.

25. INSURANCE: Unless an appropriate FBISD representative agrees to waive the requirements by initialing the designated space near the signature block below, Vendor shall comply with all of FBISD’s insurance requirements, as reflected in the attached document entitled Fort Bend I.S.D. Construction Bond and Insurance Requirements, attached as Exhibit B and incorporated by reference. Vendor shall provide Certificates of Insurance evidencing the Insurance Requirements prior to the start of work.

25.1 Vendor is required to provide FBISD with copies of certificates of insurance, naming FBISD as additional insured for Texas Workers Compensation and General Liability Insurance, prior to the execution of the agreement/commencement of any work under this Contract. Certificates of insurance, name and address of Vendor, the limits of liability, the effective dates of each policy, and policy number. Vendor shall give FBISD a minimum of thirty (30) days' notice prior to any modifications or cancellation of said policies of insurance.

25.2 All policies of insurance shall waive all rights of subrogation against FBISD and its officers, employees and agents. FBISD, as requested, shall be named as an "additional insured" on insurance policies. FBISD reserves the right to require additional insurance should FBISD deem additional insurance necessary, in its sole discretion. FBISD Insurance Requirements for Vendors

26. INSPECTION AND ACCEPTANCE OF SERVICE: FBISD reserves the right to inspect the Services provided under this Agreement at all reasonable times and places during the Term. If any of the Services do not conform to the requirements set forth in this Agreement, FBISD may (i) require Vendor to perform the Services again in conformity with such requirements, with no additional charge to FBISD; or (ii) equitably reduce payment due Vendor to reflect the reduced value of the Services performed. These remedies do not limit other remedies available to FBISD in this Agreement or otherwise available at law.

27. CONFIDENTIALITY; DATA PROTECTION: Vendor and each of the Vendor’s employees must agree to abide by the confidentiality provisions surrounding the use and dissemination of student educational records and information as contained in the federal Family Educational Rights & Privacy Act (FERPA).

Vendor also agrees that he/she may be held professionally and personally liable for violation of this Act.

Subject to the Texas Public Information Act (TPIA) and any similar legal requirements which may require FBISD to release documents and other information, neither Party shall disclose any confidential information obtained from the other Party without such Party’s prior written approval. As applicable, Vendor shall maintain and process all information it receives in compliance with all applicable data protection/privacy laws and regulations and FBISD policies.

27.1 Vendor acknowledges that FBISD is subject to the TPIA. As such, upon receipt of a request under the TPIA, FBISD is required to comply with the requirements of the TPIA. In the event that the request involves documentation that Vendor has clearly marked as confidential and/or proprietary, FBISD will provide Vendor with the required notices under the TPIA. Vendor acknowledges that it has the responsibility to brief the Texas Attorney General's Office on why https://www.fortbendisd.com/cms/lib/TX01917858/Centricity/Domain/44/Insurance%20Requirements_NON-CONSTRUCTION%20Service%20Agreements.pdf https://www.fortbendisd.com/cms/lib/TX01917858/Centricity/Domain/44/Insurance%20Requirements_NON-CONSTRUCTION%20Service%20Agreements.pdf the documents identified as confidential and/or proprietary fall within an exception to public disclosure.

27.2 If applicable, and notwithstanding any provision of this Agreement to the contrary, Vendor shall comply with the requirements of the FBISD Data Protection Addendum with respect to any District electronic data made available to Vendor under this Agreement.

28. PUBLICITY: Vendor shall not use FBISD’s name, logo or other likeness in any press release, marketing material or other announcement without written permission from the Board of Trustees, Superintendent of Schools, or their designee.

29. SUBCONTRACTORS: If Vendor is permitted to subcontract any of the Services, Vendor shall ensure that each subcontractor complies with all provisions of this Agreement. Vendor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the Services.

30. BONDS: If applicable to the Services and this Agreement, Vendor shall secure payment and/or performance bonds in accordance with Section 2253.021 of the Texas Government Code upon executing this Agreement. Vendor agrees to provide performance bonds and/or payment bonds as required by law, based on the amount or estimated amount of any Purchase Order for a public work contract, which is defined as a contract for constructing, altering, or repairing a public building or carrying out or completing any public work. TEX. GOV'T. CODE § 2253.001(4). Pursuant to TEX. GOV'T. CODE § 2253.021, a performance bond is required if a Purchase Order is in excess of $100,000.00 for FBISD; a payment bond is required if a Purchase Order is in excess of $25,000.00 for FBISD. Such bonding shall be executed by a corporate surety duly authorized to do business in this state and be payable to the Fort Bend Independent School District.

31. AUDIT: FBISD, any federal agency that has awarded federal funds/grant(s) to FBISD, and/or any of their authorized representatives, shall, upon written notice, have the right to audit and examine all of Vendor's records and accounts relating to this Agreement. Execution of this Agreement constitutes Vendor’s acceptance of the authority of FBISD’s internal and external auditors, the Texas Education Agency, the Comptroller General of the United States, or any of their duly authorized representatives (collectively, “Auditor”) to conduct audits or investigations in connection with this Agreement. Vendor agrees to cooperate with the Auditor conducting such audits or investigations and to provide the Auditor access to any books, documents, papers, and records of Vendor which are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts, and transcriptions, to the extent necessary to adequately permit evaluation and verification of:

31.1 Vendor's compliance with this Contract and the requirements of the Solicitation

31.2 Compliance with provisions for computing billings to FBISD.

31.3 Any other matter related to this Contract.

32. RECORDS RETENTION: Vendor agrees to maintain all records pertinent to this Agreement for five years after FBISD has made final payment and all other pending matters related to this Agreement are closed.

33. TIME IS OF THE ESSENCE: Time is of the essence in the performance of this Agreement.

34. FUNDING CONTINGENCY: Renewal of this Contract, if any, will be in accordance with TEX. LOCAL GOV'T. CODE 271.903 concerning non-appropriation of funds for multi-year contracts. Notwithstanding any contrary provision of this Agreement, each payment obligation of FBISD created by this Agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of Services. If such funds are not allocated and available, this Agreement may be terminated by FBISD at the end of the period for which funds are available. FBISD shall notify Vendor at the earliest possible time before such termination. No penalty shall accrue to FBISD in the event this provision is exercised, and FBISD shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed so as to permit FBISD to terminate this Agreement in order to purchase similar services from another party.

35. TERMINATION OF AGREEMENT: This Contract shall remain in effect until:

• the Contract expires by its terms, or

• the Contract is terminated by mutual consent of FBISD and Vendor

In the event of a breach or default of this Agreement and/or the Solicitation by Vendor, FBISD reserves the right to enforce the performance of the Agreement in any manner prescribed by law or deemed to be in the best interest of FBISD.

Vendor(s) shall provide the District with ninety (90) days’ written notice of contract termination and either loss or reduction of any coverage.

Vendor further agrees that upon termination of the Agreement for any reason, Vendor, shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or Vendor.

35.1 TERMINATION FOR CAUSE: A Party will be in default of this Agreement if such Party fails to comply with any obligation in this Agreement and such failure continues for ten (10) days after receiving written notice from the non-defaulting Party. In the event of default, the non-defaulting Party, upon written notice to the defaulting Party, may terminate this Agreement for cause as of the date specified in the notice, and may seek other relief as provided by law. In the event of termination prior to completion of the Agreement, the Vendor shall be entitled to just and equitable compensation for any satisfactory work completed to the date of termination.

35.2 NO CAUSE TERMINATION: FBISD reserves the right to terminate this Agreement in writing at any time upon providing at least thirty (30) days written notice to Vendor, if FBISD believes that, in its sole discretion, it is in the best interest of FBISD to do so. It is understood that the District retains the option to terminate this Agreement for any reason at the end of each contract year without pecuniary risk or penalty. The termination will become effective, and this Agreement shall terminate following the written notification of intent. The Vendor will be paid an amount which bears the same ratio to the total compensation as the services actually performed to the total services of this Agreement, less any compensation previously paid.

36. TRANSITION OF SERVICES: Upon request by FBISD prior to expiration or earlier termination of this

Contract or any Services provided in this Contract, Vendor shall provide reasonable and necessary assistance to accomplish a complete transition of the Services from Vendor to FBISD or any replacement provider designated solely by the FBISD without any interruption of or adverse impact on the Services.

Vendor shall cooperate fully with the FBISD or any successor provider and shall promptly take all steps required to assist in effecting a complete transition of the Services designated by the FBISD. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services in this Contract.

If this Contract includes Vendor’s provision of licensed products, Vendor shall take no action to restrict or terminate the use of such licensed products after the date of expiration or termination of the Contract or during any Transition Period, or both. Vendor shall provide all reasonable transition assistance requested by FBISD to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to FBISD.

The transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to transition assistance. Further, any Transition Period will not affect any of FBISD’s rights in regard to any purchased Software perpetual licenses which are paid in full.

37. CUSTOMER SUPPORT: Vendor shall provide timely and accurate technical advice and sales support to FBISD staff. Vendor shall respond to requests for customer support within one (1) business day after receipt of the request.

38. NOTICE: Any notice required or permitted by this Agreement must be in writing and addressed to the Party at the address set forth below, or such other address as is subsequently specified in writing. Notices will be effective as the date: (i) delivered by hand, (ii) delivered by national courier service or Registered/Certified Mail, postage prepaid, return receipt requested, or (iii) received by email.

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 mail, return receipt requested, or email.

39. PARTICIPATION: Vendor acknowledges and agrees that continued participation is subject to FBISD's sole discretion, and that Vendor may be removed at any time, with or without cause, in FBISD's sole discretion. All work resulting from this Contract must cease immediately after completion of the final accepted Purchase Order. Nothing in this Contract or in any other communication between FBISD and Vendor may be construed as a guarantee that FBISD will submit any Purchase Order to Vendor at any time.

40. EQUAL OPPORTUNITY: It is the policy of FBISD 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 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 this Contract shall contain a provision requiring non-discrimination in employment

To Fort Bend ISD

Dept. Name: Purchasing_______________________

Attn: ____Buyer’s Name______________________

Address: __555 Julie Rivers Drive_______________

___Sugar Land, TX 77478____________________

Email: __Buyer’s e-mail address______________

With a copy to:

Legal Services Department 16431 Lexington Blvd.

Sugar Land, TX 77479

To Vendor

Attn: ___________________________________

Address: ________________________________

Email: __________________________________

With a copy to:

Attn: ____________________________________ Address: _________________________________ herein specified, binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract.

41. SEVERABILITY: In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

42. ENTIRE AGREEMENT: This Contract, the Solicitation, Vendor's response to the Solicitation, the attached and incorporated attachments, addendum, and/or exhibits, if any, contain the entire agreement of the parties relative to the purpose(s) of the Contract and supersede any other representations, agreements, arrangements, negotiations, or understandings, oral or written, between the parties to this Contract. In the event of a conflict between this Contract and the Solicitation or Vendor's response to the Solicitation, this Contract shall control. In the event of a conflict between the Solicitation and Vendor's response to the Solicitation, the Solicitation shall control. This Contract supersedes any conflicting terms and conditions on any purchase orders, invoices, checks, order acknowledgements, forms, or similar commercial documents relating hereto, and which may be issued by Vendor after the Effective Date of this Contract.

43. ASSIGNMENT OF CONTRACT: Vendor may not assign this Contract or any of its rights, duties or obligations hereunder without the prior written approval of FBISD. Any attempted assignment of this Contract by Vendor shall be null and void. Any Purchase Order made as a result of this 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 FBISD.

44. NOVATION: If Vendor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. FBISD reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of Vendor.

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

46. INTERPRETATION: Vendor agrees that the normal rules of construction that requires that any ambiguities in this Contract are to be construed against the drafter shall not be employed in the interpretation of this Contract.

47. VENDOR REPRESENTATIONS: If Vendor is a business entity, it represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Texas; (iii) it has all necessary power and has received all necessary approvals to execute and perform its obligations in this Agreement; and (iv) the individual executing this Agreement on behalf of Vendor is authorized to do so.

48. BUSINESS ETHICS AND CONFLICT OF INTEREST DISCLOSURE: Vendor is required to provide FBISD a complete a Conflict-of-Interest Questionnaire with Company Name, Signature and Date. This form must be provided even if the Vendor has no conflict of interest. Prior to and as a condition of doing business with FBISD, Vendor shall disclose any business relationship, past or present, with a sitting Board member or FBISD employee. Any such relationship shall be disclosed on Form CIQ provided by the Texas Ethics Commission and currently available at Form CIQ (Conflict of Interest Questionnaire) (state.tx.us).

48.1 During the course of pursuing contracts, and the course of contract performance, Vendor will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf of interest. No substantial gifts, entertainment, payments, loans, or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of FBISD, its authorized agents and representatives, or to family members of any of them. At any time, Vendor believes there may have been a violation of this obligation, Vendor shall notify FBISD of the possible violation. FBISD is entitled to request a representation letter from Vendor, its subcontractors or Vendors at any time to disclose all things of value passing from Vendor, its subcontractors or Vendors to FBISD’s personnel or its authorized agents and representatives.

48.2 Failure to disclose the existence of any such relationship is grounds for immediate termination of this Agreement. Vendor represents it has attached any conflict-of-interest disclosure required by this section.

49. IRS FORM W-9: To receive payment under this Contract, the awarded Vendor shall have a current I.R.S

Tax Identification Number and W-9 Form on file with FBISD’s Procurement Department.

50. WAIVER: Waiver by either Party of a breach or violation of any provision of this Agreement will not operate as a waiver of any subsequent breach. Nothing in this Agreement shall be construed as a waiver or relinquishment of any governmental immunities or defenses on behalf of FBISD, its trustees, officers, employees, and agents as a result of the execution of this Agreement or performance of the functions or obligations described herein.

51. SURVIVAL: Termination or expiration of this Agreement will not affect the Parties’ rights or obligations that, by their nature and context, are intended to survive termination or expiration.

52. ELECTRONIC DELIVERY: Execution and delivery of this Agreement by exchange of email or fax copy containing the signature of a Party will constitute a valid and binding execution and delivery of this Agreement by such Party.

53. LIMITATIONS: Terms and conditions of this Agreement will only be binding on FBISD to the extent permitted by the Constitution and laws of the State of Texas.

54. GOVERNING LAW; VENUE: This Agreement shall be governed by the laws of the State of Texas without regard to choose of law principles. In the event of any suit or action arising from this Agreement, the Parties consent to mandatory and exclusive jurisdiction of the courts in Fort Bend County, Texas.

55. DISPUTE RESOLUTION: Any claim, dispute, or matter in controversy arising out of or related to this

Agreement (“Dispute”) between the Parties shall be discussed by the parties in good faith, in an attempt to resolve the Dispute. In the event such Dispute cannot be resolved by good faith discussion between the parties, any such Dispute shall be subject to FBISD’s complaint policy (GF Local or other policy designated by FBISD) and the timelines established in the policy. If a party is dissatisfied with the outcome of FBISD’s complaint process, then the Dispute shall be subject to mediation as a condition precedent to litigation.

56. CHANGE OF LAW: If there is a change in any state or federal law, regulation or rule or interpretation thereof, which affects this Agreement or the activities of either party under this Agreement, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that party’s rights or obligations under this Agreement, then that party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of this Agreement. If the parties are unable to reach an agreement concerning the modification of this Agreement within thirty (30) days after the date of the notice seeking renegotiation, then either party may terminate this Agreement by written notice to the other party.

57. MISCELLANEOUS: This Agreement, together with any Attachment(s), constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, representations and understandings made by the Parties relating to such subject matter. This Agreement may not be amended or otherwise modified except by the written agreement of both Parties. Vendor may not assign this Agreement without FBISD’s prior written consent. The invalidity or unenforceability of any provision(s) of this Agreement will not impair the validity and enforceability of the remaining provisions.

Insurance Requirements Vendor must satisfy the Insurance Requirements specified in this Agreement (Exhibit B).

By signing below, Vendor certifies that he or she is not an employee of the District. This includes individuals that are not: (a) currently working due to the District’s break/holiday for students and employees; (b) a substitute employee for the District; or (c) a business owned or operated by a District employee.

As the requestor for these contracted services, I understand and approve the terms of this contract, and assure that contracted services have not begun before a purchase order has been issued.

FORT BEND INDEPENDENT SCHOOL DISTRICT

By: _____________________________ _______________________

Dr. Marcell Smith Date Superintendent of Schools

VENDOR

By: _____________________________ _______________________ Signature Date

Agreement for Services