9-Appendix 3 - Sample Master Purchasing Agreement.pdf

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Page 1 of 10 MPA Revision # 6 , December 4, Solicitation #:

Solicitation Name:

Master Purchase Agreement between Austin Independent School District and

This AGREEMENT is entered into on the day all parties fully execute this agreement by and between herein called “Contractor” and the Austin Independent School District, herein called

“District.” The parties hereto agree as follows:

GENERAL PROVISIONS:

1. GOODS AND SERVICES: The Contractor agrees to provide goods and related services as described in “Specifications and Statement of Work”, Exhibit A which summarizes the scope of work to be completed in a prompt, timely and professional manner. Quantities shown are the District’s best estimate of its requirements for the agreement term, but should not be construed as guaranteeing a minimum purchase quantity or establishing a ceiling. The Contractor agrees services will not begin and payments will not be made by the District until the agreement is fully executed. Per District policy, contracted services provided by District employees or their immediate family members are prohibited without prior approval from the Superintendent or designee.

TERM OF AGREEMENT: The term of this agreement shall start upon full execution and ends on

RENEWAL OPTIONS: Provided that the agreement is still in effect, the District shall have the option to renew the term of agreement for ( ) additional one-year periods commencing at the expiration of the term as defined in Provision 2 and upon the same terms and provisions set forth herein. Renewal options shall be made by amendment to this agreement, in writing and signed by authorized representatives of the Contractor and District.

COMPENSATION: The District agrees to compensate the Contractor for services related to the performance of this agreement based upon work actually performed not to exceed the total amount of $ . The basis of compensation and/or payment schedule will be detailed in the “Basis of Pricing and Compensation” Exhibit B. There is no minimum guarantee of service and thus there is no minimum guarantee of payment to any singular company. The Contractor shall not receive reimbursement for travel, meals and lodging related to services rendered in fulfilling the obligation of this agreement unless expressly authorized by the District.

5. CAMPUS SECURITY REQUIREMENTS FOR

CONTRACTORS: At all times when the Contractor, sub-contractor, staff, and volunteers enter a District facility, each individual must go to the front office of the campus and provide valid identification and justification of their presence on the campus.

6. ENTIRE AGREEMENT; AMENDMENT:

This agreement constitutes the entire agreement of the parties hereto and it may not be altered or amended except in writing and signed by authorized representatives of the Contractor and District.

7. FORCE MAJEURE: Neither party shall be liable for any delay or failure in performance due to acts of nature, terrorism, labor disputes, riots, war, fire, epidemics, disruption of utility services or other similar occurrences that are beyond its reasonable control (“Force Majeure”). However, in order to avail itself of such excuse, the party must act diligently to remedy the cause of and to mitigate the impact of the delay or failure.

8. DISPUTE RESOLUTION: In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

9. ASSIGNMENT OR DELEGATION: Contractor retains the right to assign or delegate these duties to another individual within his or her employ, but such assignment may only occur after first receiving advance written approval from the District.

10. TERMINATION OF AGREEMENT: Contractor shall have completed all work covered by this agreement and this agreement shall terminate unless extended by written mutual agreement of the District and the

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Contractor at the time final service is completed. The District may terminate the agreement for any reason if the Contractor fails to fulfill the obligations in a timely and proper manner. The District may terminate the agreement by giving written notice of such termination and the effective date of the termination. In the event of termination prior to completion of the agreement, the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed to the date of termination. The District may also terminate this agreement at any time without cause by the furnishing of a thirty (30) day written notice from an authorized District representative to the Contractor, but the Contractor 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.

11. INVOICES: The Contractor shall submit separate invoices on each purchase order after each delivery.

Invoices shall indicate the purchase order number, shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight weigh bill when applicable, should be attached to the invoice. Mail to: AISD, ATTN: Accounts Payable, 4000 S IH35 Frontage Rd., Floor 8, Austin, Texas 78704-7420. Payment shall not be due until the above instruments are submitted after delivery and made as per the District’s Comptrollers Payment schedule.

The District’s obligation is payable only and solely from funds available for the purpose of the purchase. Any purchase order resulting from this solicitation is contingent upon the continued availability of appropriations and is subject to cancellation, without penalty, either in whole or in part, if funds are not appropriated by the AISD Board of Trustees or otherwise not made available to the District. Lack of funds shall render this agreement null and void to the extent funds are not available and any delivered but unpaid for the District will return goods to Contractor.

12. TAXES: Do not include federal excise, state or city sales tax. The District shall furnish tax exemption certificate, if required.

13. HOLD HARMLESS AND INSURANCE

REQUIREMENTS: It is agreed that the Contractor is an Independent and shall be solely responsible for payment of employees and shall provide, if required, workers' compensation and public liability insurance to protect the Contractor from liability for injuries or damages to employees and shall further be solely responsible for the withholding and/or payment of any taxes or contributions imposed by any federal, state or local governmental entity by the reason of employment.

The Contractor agrees to hold the District harmless from any and all liability that the District may incur, including without limitation, damages of every kind and nature, out-of-pocket costs and legal expenses, incurred by reason of the Contractor’s negligence or breach of this agreement.

14. GOVERNING LAW, VENUE: The Texas Uniform Commercial Code shall govern this agreement.

Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the state of Texas as effective and in force on the date of this agreement and both parties agree that venue for any litigation arising from this agreement shall lie in Austin, Travis County, Texas. Contractor agrees to abide by all local ordinances, state and federal laws in the provision of its services, activities or programs to the District, including but not limited to, the Americans with Disabilities Act, 42 USC §12111, et seq., 29 CFR §1630, et seq.; Section 504 of the 1973 Rehabilitation Act, 34 CFR §104.1, et seq.; the Family Educational Rights and Privacy Act, 20 USC §1232g, et. seq., 34 CFR §99.1, et seq.; Title IX of the Education Amendments of 1972, 20 USC §1681 et seq., 34 CFR §106.1 et seq. and any applicable federal, state, local and private grant requirements.

15. WAIVER: No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

16. CONTRACTOR TO PACKAGE GOODS: The Contractor will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently packed as follows: (i) the Contractor’s name and address; (ii) the consignee’s name, address and purchase order or purchase release number and the supply agreement number if applicable;

(iii) the container number and total number of containers, e.g. box 1 of 4 boxes; and (iv) the number of the container bearing the packing slip. The Contractor shall bear cost of packaging unless otherwise provided.

Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. The District’s count or weight shall be final and conclusive on shipments not accompanied by packing lists.

17. SHIPMENT UNDER RESERVATION PROHIBITED:

The Contractor is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods.

18. TITLE, RISK OF LOSS and RIGHT OF INSPECTION:

The title and risk of loss of the goods shall not pass to the District until the District actually receives, accepts and takes possession of the goods. The District shall have the right to inspect the goods at delivery before accepting them.

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19. DELIVERY TERMS AND TRANSPORTATION

CHARGES: F. O. B. destination freight prepaid for inside delivery unless terms are specified otherwise in solicitation. The District shall have the right to designate what method of transportation shall be used to ship the goods.

20. PLACE OF DELIVERY: The place of delivery shall be that set forth on the purchase order. Any change thereto shall be effected by modification as provided for in Provision 33, “Modifications,” hereof. The terms of this agreement are no arrival, no sale.

21. NO PLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of goods must fully comply with all provisions of this agreement as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender provided, where the time for performance has not yet expired, the Contractor may reasonably notify the District of his intention to cure and may then make a conforming tender within the agreement time but not afterward.

22. RIGHT TO ADDITIONAL COMPETITION: District occasionally purchases very large quantities of specific items and expressly reserves the right to purchase these and other similar items via other competitive methods if deemed in the best interest of District.

23. GRATUITIES: The District may, by written notice to the Contractor, cancel this agreement without liability to the Contractor if it is determined by the District that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Contractor, or any agent, or representative of the Contractor, to any officer or employee of the District with a view toward securing a agreement 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 agreement. In the event the District cancels this agreement pursuant to this provision, the District shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities.

24. SPECIAL TOOLS AND TEST EQUIPMENT: If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the District and to the extent feasible shall be identified by the Contractor as such and will be returned immediately to the District upon request.

25. COPYRIGHTS AND PATENTS: In the event the Contractor develops materials or products resulting in a copyright or patent while in the performance of this agreement, the rights from those materials will accrue to the District.

26. WARRANTY PRICE: The price to be paid by the District shall be that contained in Contractor’s bid which Contractor warrants to be no higher than the Contractor’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. The method of payment used by the District shall have no bearing on the purchase price. In the event the Contractor breaches this warranty, the prices of the items shall be reduced to the Contractor’s current prices on orders by others, or in the alternative, the District may cancel this agreement without liability to the Contractor for breach or the Contractor’s actual expense.

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

27. WARRANTY PRODUCT: The Contractor shall not limit or exclude any implied warranties and any attempt to do so shall render this agreement voidable at the option of the District. The Contractor warrants that the goods furnished will conform to the specifications, drawings and descriptions listed in the solicitation and/or product description and to the sample(s) furnished by the Contractor, if any. In the event of a conflict between the specifications, drawings and descriptions, the specifications shall govern.

28. SAFETY WARRANTY: The Contractor warrants that the product sold to the District shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970. In the event the product does not conform to OSHA standards, the District may return the product for correction or replacement at the Contractor’s expense.

In the event the Contractor fails to make the appropriate correction within a reasonable time, correction made by the District will be at the Contractor’s expense.

Additionally, no asbestos in any form may be used in manufacture or processing of any product purchased by the District. If any product called for by name in this specification should contain any asbestos material, the

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Contractor must notify the purchasing agent immediately for the name of a suitable substitute asbestos –free product.

29. HAZARDOUS MATERIALS: If services require or items include hazardous materials, as defined by relevant local, state and federal law, Contractor represents and warrants that Contractor understands the nature of the hazards associated with the use, handling and transportation of such hazardous materials, as applicable to Contractor. Prior to bringing hazardous materials on District’s property, Contractor shall review the use of the hazardous materials and obtain approval from the District Site/Environmental/Health/Safety organization. Contractor will be fully responsible for any liability resulting from Contractor’s actions in connection with the use of such hazardous materials in providing services to District. Contractor will supply District with material safety data sheets and any other documentation reasonably necessary to enable District to comply with applicable laws and regulations.

30. NO WARRANTY BY DISTRICT AGAINST

INFRINGEMENTS: As part of this purchase agreement the Contractor agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement or the like. The District makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall the District be liable to the Contractor for indemnification in the event that the Contractor issues a claim on the grounds of infringement or the like. If the Contractor is of the opinion that an infringement or the like will result, he will notify the District in writing within two weeks after the signing of this agreement or at point of discovery. If the District does not receive notice and is subsequently held liable for the infringement or the like, the Contractor will hold the District harmless. If the Contractor in good faith ascertains that production of the goods in accordance with the specifications will result in infringement or the like, this agreement shall be null and void except that the District will pay the Contractor the reasonable cost of his search as to infringements.

31. CONFIDENTIALITY: All data in District’s facilities and on AISD’s equipment, including all data relating to District’s employees, administrators, teachers and students, is the sole and exclusive property of the District. Contractor acknowledges that it is familiar with the obligations of the District and its agents, including Contractor, under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and under related applicable federal and state privacy laws, rules and requirements regarding the protection and security of non-public personal, medical and financial information, and that Contractor is familiar with the Federal Educational and Privacy Rights Act, 28 USC 1232(g)

(“FERPA”) which requires that certain information, including, without limitation, education records of students and any personally identifiable information contained therein (other than directory information) be held strictly confidential. During and after the term of this agreement, Contractor shall not directly or indirectly use or disclose any such information unless such use or disclosure is: (i) to an employee of District who has a need to know the information and is under a duty of confidentiality; (ii) authorized in writing by District’s Legal Counsel; or (iii) required by any order of a court or administrative agency. Upon the termination of this agreement for any reason, Contractor shall promptly (i) return all property, records, files, documents, materials and copies relating to District which came into the possession of Contractor during the term of this agreement, (ii) destroy all such information stored on computers or disk storage not belonging to District, and

(iii) within five days of District’s written request, provide District with a sworn affidavit verifying that all such materials have been returned to District or destroyed.

32. CANCELLATION: The District shall have the right to cancel for default all or any part of the undelivered portion of this order if the Contractor breaches any of the terms hereof including warranties of the Contractor or if the Contractor becomes in-solvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies that the District may have in law or equity.

33. TERMINATION: The District reserves the right to terminate all or any part of the undelivered portion of any order resulting from this bid solicitation or performance of work under this order in whole or in part in accordance with this provision. Termination of work hereunder shall be affected by the delivery to the Contractor with a thirty (30) day written notice of termination specifying the extent to which performance of work under the order is terminated and the date upon which such termination takes effect.

34. MODIFICATIONS: This agreement can be modified or rescinded only by in writing and signed by both of the parties or their duly authorized representative.

35. INTERPRETATION OF PAROLE EVIDENCE: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Texas Uniform Commercial Code is

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Page 5 of 10 MPA Revision # 6 , December 4, 2019 used in this agreement, the definition contained in the Code is to control.

36. ADVERTISING: The Contractor shall not advertise or publish, without the District’s prior consent, the fact that the District has entered into this agreement, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state or local government. Neither party may use the other’s name or other distinguishable iconography in advertisements without the other’s prior written consent.

37. RIGHT TO ASSURANCE: Whenever one party to this agreement in good faith has reason to question the other party’s intent to perform, he/she may demand that the other party give written assurance of their intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of this agreement.

38. PROHIBITION AGAINST PERSONAL INTEREST IN

AGREEMENTS: Any District Board Member who has any substantial interest, either direct or indirect, in any business entity seeking an agreement with the District, shall, before any vote or decision on any matter involving the business entity, file an affidavit stating the nature and extent of interest and shall abstain from any participation in the matter. This is not required if the vote or decision will not have any special effect on the entity other than its effect on the public. However, if a majority of the governing body are also required to file, and do file similar affidavits, then the member is not required to abstain from further participation.

39. RETENTION OF RECORDS: The Contractor shall retain any books, documents, papers, and records that are directly pertinent to the agreement. The Contractor shall make the said materials available for audit, examination, excerpt, and transcription to the District, sub-grantee or grantee of funds, or their authorized representatives, for a period of seven (7) years following termination of agreement.

40. INDEMNIFICATION: To the fullest extent permitted by law, the Contractor and it’s agents, partners, employees, and consultants (collectively “Indemnitors” ) shall and do agree to indemnify, protect, defend with counsel approved by the District, and hold harmless the District and its affiliated enterprises, representatives of the District and their respective officers, directors, members of the Board, partners, employees and agents (collectively “Indemnitees”) from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including attorney compensations, of any nature, land, or description (collectively “Liabilities”) of any person or entity whomsoever arising out of, caused by, or resulting from the performance of services, or provision of goods, by Contractor pursuant to this agreement, or any part thereof, which are caused in whole or part by any negligent act or omission of the Contractor or, anyone directly or indirectly employed by it or anyone for whose acts it may be liable even if it is caused in part by negligence or omission of any Indemnities, so long as it is not caused by the sole negligence or willful misconduct of any Indemnitees. In the event more than one of the Indemnitors are connected with an accident or occurrence covered by this indemnification, then each of such indemnitors shall be jointly and severally responsible to the Indemnitees for the indemnification and the ultimate responsibility among such Indemnitors for the loss and expense of any such Indemnitors for the loss and expense of any such indemnification shall be settled by separate proceedings and without jeopardy to any Indemnitees. The provisions of this article shall not be construed to eliminate or reduce any other indemnification or right which the District or any of the Indemnities has by law. Contractor shall protect and indemnify the District from any and all claims, damages, judgments and loss arising from infringement or alleged infringement of any United States patent, or copyright, arising by or out of any of the services or goods provided hereunder by the Contractor or by the District at the direction of Contractor of any article or material, provided that upon becoming aware of a suit or threat of suit for patent or copyright infringement, the District shall promptly notify the Contractor and Contractor shall be given full opportunity to negotiate a settlement.

Contractor does not warrant against infringement by reason of the District’s design of articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, the District agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with such litigation, to be represented by counsel at their own expense. The indemnitees contained herein shall survive the termination of any agreement or purchase order that for any reason becomes effective. Such right of termination is in addition to and not in lieu of rights of the District set forth in Provision 32, herein.

41. LIMITATION OF LIABILITY: Except as otherwise expressly provided in this master agreement, contractor disclaims all warranties, express or implied, except for gross negligence, willful misconduct, fraud, a breach of the confidentiality provisions, a breach of the ownership warranty, or indemnification obligations, (1) neither party shall be liable to the other for any indirect or exemplary damages, whether in contract or tort, arising out of the use of the licensed software, and (ii) neither party shall be liable to the other on any amount exceeding three times the total fees AISD has paid to contractor.

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42. SPECIAL PROVISIONS: Please note that changes or additions to the provisions will be made only upon approval of the District’s Legal Counsel.

Approved by Legal Counsel:

Signature Date

(Will not proceed without District Legal Counsel approval)

43. NOTICES: Any notices required or permitted by this agreement shall be in writing and delivered to the parties as set forth :

DISTRICT INFORMATION CONTRACTOR INFORMATION

Contact name: Contact name:

Title: Title:

Department: Department:

Mailing Address: Mailing Address:

City, State, Zip: City, State, Zip:

Contact Number: Contact Number:

Email Address: Email Address:

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EXHIBIT A

SPECIFICATIONS AND STATEMENT OF WORK

OWNERSHIP OF WORK: Contractor recognizes that the District will have perpetual, non-exclusive, non-transferrable license to use any work product or deliverables developed by the Contractor in the performance of the services and delivered to the District, upon the District’s payment in full of all amounts due hereunder. The Contractor retains ownership of all information, software and other property owned by it prior to this agreement or which it develops independently of this agreement and all work products compiled or developed by the Contractor in the performance of this agreement.

CONFIDENTIALITY: The Contractor shall maintain strict confidentiality of all information, dates or records relating to students of the District and shall not disclose information except as required to the implementation of services in accordance with the terms of this agreement, or as may be required by law.

INCORPORATION BY REFERENCE: All Invitation for Bids (IFB), Bids, Request for Proposals (RFP), Proposals, Request for Quotes (RFQ), and Quotes associated with this agreement hereunder shall be incorporated by reference.

INSTRUCTIONS:

Statement of Work will include a detailed description of required services that will be p by the Contractor including actual tasks, deliverables, direct methodologies to be used, qualitative and quantitative designs, performance requirements and timelines (start and end dates) according to specifications and expectations of the agreement:

Description of service :

Special Instructions to the District (what the District will provide i.e. Space, equipment, materials & supplies).

MPA Revision # 6 , December 4, Products and related services to be provided pursuant to the following documents included as part of this agreement:

• Appendix 1: AISD Scope of Services and Performance Requirements of

• Appendix 2: The Vendor’s Financial Cost Summary

• Appendix 3: EDGAR Certifications Addendum for Contract Funded by U.S. Federal Grant

• ATTACHMENT 1 – Austin ISD Texas Government Code Verification Form

TERM OF SERVICES: School year 2022-23 ending on June 30, 2024 with optional renewal years by written amendment to this agreement through June 30, 2028.

AISD - FOR INTERNAL USE - FUND:

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EXHIBIT B

BASIS OF PRICING AND COMPENSATION

INSTRUCTIONS:

Note: $25,000 and above requires the completion of the Debarment, Suspension and Ineligibility Certification form in Exhibit C.

You may attach a COMPENSATION SCHEDULE/QUOTE or complete the pricing information below:

Payment will be made according to the District Comptroller’s published Accounts Payable schedule.

$ Per Hour x Hours = $ $ Per Day x Days = $ $ Per Participant x Participants = $ $ Per Month x Months = $ $ Materials* x = $ $ Other** x = $

Agreement Total $

Compensation Rate of Compensation # of units QTY Subtotal

Example:

$ 25.00 Per Hour x Hours 4 = $ 100.00

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Revision 02-22-23

ATTACHMENT 1

AUSTIN INDEPENDENT SCHOOL DISTRICT VERIFICATION FORM

FOREIGN TERRORIST ORGANIZATIONS: In accordance with Texas Government Code, Chapter 2252, Subchapter F, Vendor herby represents and warrants that it is not a company identified on the lists prepared and maintained under the Texas Government Code §§806.051 (companies with business operations in Sudan), 807.051 (companies with business operations in Iran), or 2252.153 (companies know to have contracts with or provide supplies or services to a foreign terrorist organization). Notwithstanding the foregoing, a company that the United States government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or to a foreign terrorist organization, is not subject to contract prohibition under this clause. A company claiming such exemption must submit the official copy of the declaration in its response. In accordance with Section 2252.153 of the Texas Government Code, Comptroller of Public Accounts (CPA) has posted on its website a list of companies known to have contracts with or provide supplies or services to a foreign terrorist organization, Divestment Statute Lists. Vendor hereby voluntarily and knowingly acknowledges and agrees that the Agreement shall be null and void should facts arise leading Austin ISD to believe that the Vendor was a listed company at the time of this solicitation.

ENTITIES THAT BOYCOTT ISRAEL. Texas Government Code Chapters 2271 and 2274 prohibit the District from entering into a contract for goods or services that (a) has a value of $100,000 or more that is to be paid wholly or partly from public funds and (b) is with a company that has 10 or more full time employees unless the contract contains written verifications from the company that it does not boycott Israel, does not boycott energy companies, or discriminate against a firearm entity or firearm trade association; and will not boycott Israel, will not boycott energy companies, or discriminate against a firearm entity or firearm trade association during the term of the contract.

The following definitions apply to this verification:

(1) "Boycott Israel" means 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 specifically 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; and

(2) "Company" means a for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. State law requires any firm entering into an agreement or contract with the Authority to complete the foregoing verification. “Company” does not include a sole proprietorship.

(3) "Discriminate against a firearm entity or firearm trade association": (A) means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing

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Revision 02-22-23 or selling of ammunition, firearms, or firearm accessories; and (ii) a company ’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or

(bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity ’s or association ’s status as a firearm entity or firearm trade association.”

(4) “Boycott energy company" means, without an ordinary business purpose, 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 a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A).”

By signing below, the authorized representative hereby verifies that the company:

(Texas Government Code 2271)

(1) Does not, and will not for the duration of the contract, boycott Israel; or

(2) The verification required by Texas Government Code 2271.002 does not apply to the contract.

(Texas Government Code 2274)

(1) Does not, and will not for the duration of the contract, boycott energy companies;

or

(2) The verification required by Section 2274.002 of the Texas Government Code that the company does not, and will not for the duration of the contract, boycott energy companies does not apply to the contract.

(3) Does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; or

(4) The verification required by Section 2274.002 of the Texas Government Code that the company does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association does not apply to the contract.

Exemption from verification criteria includes the following:

1. Company employs less than 10 full-time employees; AND

2. Value of the contract is less than $100,000.

SIGNED BY: ______________________________________________

Print Name & Title: ______________________________________________

Company Name: ______________________________________________

Date Signed: ______________________________________________

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APPENDIX

EDGAR CERTIFICATIONS

2 CFR SECTION 200 REQUIRED PROVISIONS

ADDENDUM FOR CONTRACT FUNDED BY U.S. FEDERAL GRANT

This EDGAR Certifications addendum (“Addendum”) is made a part of a contract (“Contract”) between the Austin Independent School District (“Austin ISD” or “District”) and the vendor (“Vendor”), where such contract and Vendor are referenced on the last page of this Addendum. The following certifications and provisions are required and apply only when the District expends federal funds for any contract resulting from this procurement process. Accordingly, the parties agree that the following terms and conditions apply to the Contract between the District and vendor (“Vendor”) in all situations where Vendor has been paid or will be paid with federal funds, and only to the extent applicable to the contract type or dollar amount:

REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS

APPENDIX II TO 2 CFR PART 200

(A) [Applicable ONLY to contracts in excess of $250,000.] Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when the District expends federal funds, the District reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

(B) [Applicable ONLY to contracts in excess of $10,000.] Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be affected and the basis for settlement.

Pursuant to Federal Rule (B) above, when the District expends federal funds, the District reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Vendor in the event Vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. The District also reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if the District believes, in its sole discretion that it is in the best interest of the District to do so. Vendor will be compensated for work performed and accepted and goods accepted by the District as of the termination date if the contract is terminated for convenience of the District. Any award under this procurement process is not exclusive and the District reserves the right to purchase goods and services from other vendors when it is in the District’s best interest.

(C) [Applicable ONLY to federally assisted construction contracts.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Pursuant to Federal Rule (C) above, when the District expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

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(D) [Applicable ONLY to prime construction contracts in excess of $2,000 where federal funds are being used for the project] 3

(E) [Applicable ONLY to contracts in excess of $100,000 involving mechanics or laborers.] Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.

3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.

These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when the District expends federal funds, Vendor certifies that Vendor will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by the District resulting from this procurement process.

(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by the District, Vendor certifies that during the term of an award for all contracts by the District resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

(G) [Applicable ONLY to contracts in excess of $250,000.] Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $250,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to Federal Rule (G) above, when federal funds are expended by the District, Vendor certifies that during the term of an award for all contracts by the District resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

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Pursuant to Federal Rule (H) above, when federal funds are expended by the District, Vendor certifies that during the term of an award for all contracts by the District resulting from this procurement process, Vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

(I) [Applicable ONLY to contracts in excess of $100,000] Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by the District, Vendor certifies that during the term and after the awarded term of an award for all contracts by the District resulting from this procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C.

1352). The undersigned further certifies that:

(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

(J) Procurement of Recovered Materials – When federal funds are expended, the District and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;

(2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

Pursuant to Federal Rule (J) above, when federal funds are expended by the District, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the vendor certifies, by signing this document, that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the contract will be…