ESBD_399645_1740777120287_PLANO ISD STANDARD TERMS AND CONDITIONS 1.22..pdf

PLANO ISD STANDARD TERMS AND CONDITIONS

Terms and conditions are requirements that are binding upon the Supplier that is awarded a bid or proposal and they communicate the District's expectations in regard to the Supplier's performance in connection with the District's purchase.

Plano Independent School District may also be referred to as Plano ISD or the District throughout this and related documents.

The words “bids, proposals, competitive sealed proposal, quotes” and their derivatives may be used interchangeably in these terms and conditions. These terms and conditions are applicable on all bids, requests for proposals, quotes, competitive sealed proposals, etc. to which they are attached.

1. Contractors or sub-contractors may not work on District property where students are present when they have charges pending, have been convicted, received probation or deferred adjudication for the following:

A.Any offense against a child B.Any sex offense C.Any crimes against persons involving weapons or violence D.Any felony offense involving controlled substances E.Any felony offense against property F.Any other offense the district believes might compromise the safety of students, staff or property.

2. Possession of fire arms, alcohol and/or drugs, even in vehicles, is strictly prohibited on school district property. The use of tobacco products are not allowed on school district property. DISTRICT is a tobacco-free, drug-free, weapon-free and alcohol-free environment. It is the responsibility of the VENDOR to ensure that its employees, agents, and subcontractors are not under the influence of drugs or alcohol and/or in possession of drugs, tobacco, alcohol, or weapons.

If an employee, agent, or subcontractor of VENDOR is found to be under the influence and/or in possession of drugs/tobacco, alcohol, or weapons at the time of service, the VENDOR will be notified at once by DISTRICT that the individual(s) must be immediately restricted from all DISTRICT campuses/departments. Repeated offenses by VENDOR could result in contract termination for default.

3. All items bid must be new, unused, and in first-class condition. Materials sold to or installed in any Plano ISD facility are not to contain any asbestos material. Any vendor who sells or installs asbestos containing material in any Plano ISD facility will be required to bear the burden of any or all expenses in removal and replacement of the material.

4. Seller of Package Goods: Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently packed as follows: (a) Seller's name and address; (b) Consignee’s name, address and purchase order number; (c) Container number and total number of containers, e.g. box 1 of 4 boxes; and (d) the number of the container bearing the packing slip. Seller 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. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing lists.

5. Shipment Under Reservation Prohibited: Seller is not authorized to ship goods under reservation and no tender of a bill of lading will operate as a tender of goods.

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

7. Delivery Terms and Transportation Charges: F.O.B. Destination. All freight/delivery charges are to be included in line item bid prices. No additional freight or delivery charge for line items will be paid on invoice unless agreed to by Plano ISD. No tailgate or Page 1 of 6 curbside deliveries will be permitted; shipment must arrive at destination with proper equipment to make delivery inside customer's building. No additional freight or delivery charges will be paid on invoice.

8. No Placement of Defective Tender: Every tender or delivery of goods must fully comply with all provisions of this contract 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 Seller shall not have the right to substitute a conforming tender provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward.

9.Place and Time of Delivery: The place of delivery shall be that set forth on the purchase order in the “Ship To” section.

The terms of this agreement are “no arrival, no sale". All Deliveries shall be made during normal business hours unless prior approval had been obtained from authorized District personnel.

10. Invoices and Payments:

A. Seller 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 weight bill when applicable, should be attached to the invoice. Mail to:

Plano Independent School District, ATTN: Accounts Payable, 2700 W. 15th Street, Plano, Texas 75075. Or, you may email to acctpay@pisd.edu. Payment shall not be due until the above instruments are submitted after delivery. Payments will be made within thirty (30) days. Suppliers should keep Accounts Payable advised of any changes in remittance addresses.

B. Do not include Federal Excise, State or City Sales Tax. As a political subdivision of the State of Texas, the

District hereby certifies it is exempt from the payment of property, sales, use, franchise, excise, or other taxes for property or services purchased for its use. Tax exemption certificate is affixed to the back of all purchase orders or will be provided by the Purchasing Services Department upon request.

11. Gratuities: The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Seller, or any agent, or representative of the Seller, to any officer or employee of the school district with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer, pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities.

12. 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 Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and, to the extent feasible, shall be identified by the Seller as such.

13. Warranty Price:

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

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

14. Warranty Products: Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specifications, drawings and descriptions listed in the bid invitation and to the sample(s) furnished by Seller, if any. In the event of a conflict between the specifications, drawings and descriptions, the specifications shall govern.

15. Safety Warranty: Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at Seller's expense.

16. No Warranty by Buyer Against Infringements: As part of this contract for sale Seller 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. Buyer 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 Buyer be liable to Seller for indemnification in the event that Seller is sued on grounds of infringement or the like. If Seller is of the opinion that an infringement or the like will result, the Seller will notify Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will hold Buyer harmless. If Seller in good faith ascertains that production of the goods in accordance with the specifications will result in infringement or the like, this contract shall be null and void.

17. Right of Inspection: Buyer shall have the right to inspect the goods at delivery before accepting them.

18. Cancellation: Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies that Buyer may have in law or equity.

19. Termination: The performance of work under this contract may be terminated in whole or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery to the Seller of a “Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of rights of buyer set forth in Clause 15, herein. Valid causes for termination of this contract will include, but are not limited to:

A. The vendor’s failure to adhere to any of the provisions of the Standard Terms and Conditions and SpecificTerms and Conditions of the Bid Document.

B. The vendor delivering any product(s) that fails to meet the Item Specifications included in this Invitation to Bid relating to the awarded product(s)

C. The vendor delivering any substitution(s) of product(s) different than those originally bid and awarded without the written approval of the District.

D. Vendor’s noncompliance to any additional terms, conditions, or instructions contained in each individual Purchase Order.

20. Force Majeure: If by reason of Force Majeure, either party shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure, as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, land sinkage, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

21. Assignment Delegation: No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer, provided that Buyer shall not unreasonably withhold permission. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

22. Waiver: No claim or right arising out of a breach of this contract 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.

23. Interpretation 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 Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control.

24. Applicable Law: This agreement shall be governed by the Uniform Commercial Code. 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.

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

26. Right to Assurance: Whenever one party to this contract in good faith has reason to question the other party's intent to perform, he may demand that the other party give written assurance of his 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 the contract.

27. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Collin County, Texas.

28. Prohibition Against Personal Interest in Contracts: Any School Board member which has any substantial interest, either direct or indirect, in any business entity seeking to contract 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. Vernon's Texas Codes Annotated, Local Government Code, Ch. 171.

29. Penalties for Non-Performance: If, at any time, the contractor fails to fulfill or abide by the terms, conditions, or specifications of the contract, Plano Independent School District reserves the right to:

A. Purchase on the open market and charge the contractor the difference between contract and actual purchase price, or

B. Deduct such charges from existing invoice totals due at the time, or C. Cancel the contract within thirty (30) days by written notification of intent.

30. Material Safety Data Sheets (MSDS): The school district requires product verification in the form of MSDS reports submitted at the time of the bid opening and on any product offered by a vendor if applicable.

31. All contractors bidding this work shall comply with prevailing wage rates in accordance with the civil statutes of the State of Texas.

32. Plano ISD is a participating member of the Educational Purchasing Cooperative of North Texas, Collin County Governmental Purchasers Forum, and other cooperatives. As such, the Plano ISD has executed Interlocal Agreements, as permitted under Chapter 791 of the Government Code with certain other governmental entities authorizing participation in cooperative purchasing programs. The successful vendor(s) agrees to provide products/services, based upon bid or proposal price, to any other participant in the Forum.

33. Modifications: This contract can be modified or rescinded only in writing signed by both parties to the contract or their duly authorized agents. [TEA]

34. Unless specified otherwise, any catalog, brand name or manufacturer’s reference used in the bid is descriptive; not restrictive; it is intended to indicate the type and quality desired. Bids on brands of like nature and quality will be considered. If bidding on other than referenced specifications, your bid must show the specifications, manufacturer, brand, model, etc. of the product being offered. If other than brand(s) specified is offered, complete descriptive information of each product being bid must be included with your bid. If bidder takes no exception to specifications or reference date, the bidder will be required to furnish brand names, models, etc. as specified. Products delivered that are determined by the District not to be of equal or comparable quality to the requested articles, shall be picked up by the vendor, at no expense to the District, and replaced with the product specified at the same price as bid.

35. Products or services bid and provided under any subsequent orders must conform to appropriate local, State and Federal ordinances, statutes and regulations governing the manufacture, sale, safety & installation of the products or provision of services.

36. Subject to verification of the same or lower prices and conditions as bid, the District reserves the right to purchase additional quantities of products or services as listed on this bid for the same or additional locations.

37. Any purchase order or contract resulting from this bid request is a commitment by the District of funds in its current budget. The District will exercise its best efforts to obtain and appropriate funds for subsequent budget periods. Provided however, the District reserves the right to terminate any outstanding purchase order or contract at the end of the budget period.

38. Liens: All goods delivered or labor performed under this contract shall be free of all liens and upon request, a formal release of all liens will be delivered to the District.

39. Although we are legally required to accept paper bids, we strongly request that bidders submit this bid electronically.

Please feel free to call us if you require any assistance with this submittal. Electronic bidding eliminates errors, eliminates unnecessary work, and is more friendly to the environment. When filing this bid electronically, please do not send us a paper copy, as the electronic version will prevail. Your cooperation is appreciated. Please confirm that you have read and understand this instruction. No faxed or emailed bids will be accepted.

40. LATE BIDS: LATE BIDS WILL NOT BE CONSIDERED. Bids should be completed and submitted online. The electronic bidding system will automatically stop accepting bids at the Close Date and Time indicated on the bid document. In those rare instances when bids cannot be completed online, they must be delivered to the Plano ISD Purchasing Department, 6600 Alma Drive, Suite A, Plano, TX 75023 by the Close Date and Time. Plano ISD is not responsible for lateness of mail, carrier, etc., and time/date stamp clock in Plano ISD Purchasing Department shall be the official time of receipt. If mailed or delivered, bid must be submitted in a sealed envelope with the vendor’s name, bid name and bid number clearly written on the front of the outer envelope.

41. FIREARM ENTITY/TRADE ASSOCIATION NONDISCRIMINATION: If VENDOR is not a sole proprietorship, has ten (10) or more employees, and the value of VENDOR’s bid or proposal has a value of $100,000 or more, VENDOR certifies by submitting VENDOR’s bid or proposal that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined by Texas Government Code Ann. Chapter 2274, and will not during the term of any contract with the DISTRICT, unless excepted from that law.

42. ENERGY COMPANY BOYCOTT: As required by Texas Government Code Ann. Chapter 2274, if VENDOR has ten (10) or more employees, is not a sole proprietorship, and if the value of VENDOR’s bid or proposal has a value of $100,000 or more, VENDOR certifies by submitting VENDOR’s bid or proposal that it does not boycott energy companies and will not during the term of any contract with the DISTRICT, unless excepted by that law.

43. PROTEST PROCEDURE: Plano ISD maintains protest procedures to handle and resolve disputes relating to procurements made with federal funds and, in all instances, discloses information regarding the protest to TEA or other awarding agency. 2 CFR § 200.318 (k). The protestor must exhaust all administrative remedies with Plano ISD before pursuing a protest with a federal agency. Reviews of protest by Plano ISD will be limited to:- Violations of federal law or regulations and procurement standards established by federal regulations (violations of state or local law will be under the jurisdiction of state or local authorities)-Violations of the Contractor's or subcontractor's protest procedures for failure to review a complaint or protest The Director of Purchasing in Plano ISD is the primary office responsible for handling and coordination any disputes relating to procurements. In the event of a timely protest, the Purchasing Specialist shall take any action reasonably necessary to resolve a protest of an aggrieved bidder/offer concerning procurement. The Purchasing Specialist shall promptly issue a determination to the protestor which states the reason for action taken, and inform the protestor of the right to appeal to the Director of Purchasing. The Director shall promptly issue a determination to the protestor and inform the protestor of the right to appeal to the Board.

44. Prohibition on Telecommunications/Video Services or Equipment, 2 C.F.R. §200.216. All recipients of federal funding are prohibited from procuring, obtaining, extending, or renewing a contract to procure or obtain any equipment, system, or service that uses prohibited telecommunications equipment services as a substantial or essential component of any system, unless an exception is made in the regulation. The prohibited equipment is any telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of those entities OR video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company, or any subsidiary or affiliate of such entities.

Revised January 2022