ESBD_547785_1786368521046_STANDARD TERMS AND CONDITIONS.pdf

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BELTON INDEPENDENT SCHOOL DISTRICT

STANDARD TERMS AND CONDITIONS

The following terms and conditions are requirements that bind vendors who respond to any district issued procurement solicitation and are applicable on all bids, requests for proposals, quotes, and competitive sealed proposals to which they are attached.

1. DEFINITIONS: May be used interchangeably throughout procurement-related documents.

• Belton Independent School District- also referred to as Belton ISD, Owner, BISD or District

• Vendor- also referred to as Supplier, Seller, Bidder, Proposer or Contractor

• Solicitation- also referred to bids, proposals, competitive sealed proposal, quotes

2. PURCHASING AUTHORITY/STATUE

Belton ISD adheres to Texas Education Code 44.031(a) for district purchases of goods and services by methods described in this statue.

3. ACCEPTANCE

A district issued purchase order constitutes as a binding contract between the vendor and the district to furnish goods/services described in the purchase order.

Under no circumstances is the amount of the order in the purchase order to be exceeded without prior approval from the Purchasing Director or designee.

No substitutions of any kind, changes in product/service ordered, cancellation or exception to the terms and specifications on an approved purchase order shall take place without prior approval from the Purchasing Director or designee.

The district will not be responsible for any purchases made prior to the issuance of an approved and executed purchase order.

4. BID SUBMITTALS

BISD issues procurement solicitations through the electronic bidding system, Ionwave.

Electronic bidding is an acceptable method of receiving bids per Education Code Sec. 44.0313 and Belton ISD policy CH Legal. When filing electronically, do not send a paper copy, as the electronic version will prevail.

Paper bids submittals will be accepted by the indicated closing date and time at the Purchasing Department, located at 1220 Huey Drive, Belton, TX 76513.

BISD is not responsible for late submissions from the proposer or failure of delivery from courier services or any form of delivery chosen by the proposer. Proposal responses received after the published closing date and time may not be considered and returned unopened to the proposer.

No FAXED or EMAILED responses will be accepted.

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5. EXPECTATIONS OF GOODS/SERVICES SOLICITED

Items proposed must be new, unused, and in first‐class conditions unless otherwise requested by the district.

Brands and Models listed are to establish the grade, standard and for specification reference, unless otherwise stated. It is not intended to limit the district’s consideration of an approved equal. Descriptive information or samples may be requested and must be furnished at no cost to the district.

Alternates proposed by a vendor must include specifications, manufacturer, brand, model, etc.

of the product being offered within the proposal’s response. Belton ISD will be the sole determiner if alternates proposed are an approved equal and/or comparable items and reserves that right.

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.

6. DELIVERY

All products/goods delivered shall be packaged to prevent damage during delivery. The district reserves all rights under law, including but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery and to reject defective or non-conforming deliveries.

Products ordered and delivered to the district that are not the requested product/goods ordered shall be promptly picked up by the vendor at no expense to the district. Replacement of product/goods must be made at the same price as bid.

All deliveries shall be delivered Freight Prepaid, F.O.B. Destination (inside delivery) unless otherwise specified herein and shall be included in all pricing in vendor’s response and/or quotes provided to district staff.

Under this agreement, title and risk of loss shall not pass to the district until the district takes possession and acceptance of conforming goods from the vendor.

Material Safety Data Sheets (MSDS): The district requires product verification in the form of MSDS reports submitted with solicitation response on applicable products.

Vendor shall promptly provide written notification to the district of the delays foreseen.

7. CHANGES AFTER AWARD

Pricing: All pricing in vendor response shall be firm for the term of the agreement. Any price changes for goods and/or services must be approved by the district before taking effect. In the event of a price increase, the vendor must submit in writing notification of price increases to include reason for price increase, changes in terms and conditions, market changes affecting the vendor’s ability to hold pricing and any other relevant impacting information.

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Quantities: Because commodities are purchased on an “as needed” basis, BISD makes no guarantee of quantities of goods or services to be purchased during the term of this agreement.

Extension of Award: At its discretion, the district may extend awarded bids for an additional sixty (60) days from the date of expiration, under the same pricing terms and conditions, if determined by the district that additional time is required to avoid a contract lapse.

8. WARRANTY

All goods and/or services provided by awarded vendors must be warranted to be free from defects, material, and workmanship. A vendor warrants those goods and/or services are suitable for and will perform in accordance with the purposes for which they are intended.

Vendor assumes all liabilities incurred within the scope of consequential damages and incidental expenses as set forth in the vendor’s manufacturer's warranty, which result from either delivery or use of product which does not meet the specifications within this agreement.

9. INVOICING AND PAYMENTS

After delivery of goods and/or services, the vendor shall submit an itemized invoice indicating a description of billed goods and/or services to include PO number, quantities, amounts and pricing contract details. Invoices shall be sent to accountspayable@bisd.net .

10. NON-APPROPRIATION CLAUSE

Renewal of this agreement, if any, will be in accordance with Texas Local Government Code

271.903 concerning non-appropriation of funds for multi-year contracts. The district shall have the right to terminate this agreement without fault or liability to vendor if it is determined, at sole discretion of BISD, that there are insufficient funds to extend this agreement.

11. TERMINATION OF CONTRACT/AGREEMENT

This agreement shall remain in effect until 1) the agreement expires, 2) the agreement is terminated by mutual agreement of BISD and the vendor, or 3) breach or default of agreement.

In the event of a breach or default of agreement, BISD reserves the right to enforce performance of the agreement and/or procurement solicitation in any manner as prescribed by law.

Termination causes by the district include but are not limited to:

• Failure of vendor to meet schedules, deadlines and/or delivery of goods and/or services within agreed dates/timeline.

• Vendor’s non-compliance with applicable laws federal, state, and local laws, statues, and ordinances.

• A vendor becomes insolvent or commits an act of bankruptcy.

• Breach of any terms or conditions of the contract/agreement.

mailto:accountspayable@bisd.net

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For Cause or Default

In the event of performance issues or default by the Contractor, the District shall have the right to terminate the Contract Award in whole or in part, by written Notice of Termination. Unless if by specified time limit provided by the district, the contractor cures such default or provides evidence sufficient to prove to the District reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the District will be entitled to recover all actual damages, costs, losses and expenses, incurred by the District as a result of the Contractor's default, including, without limitation, cost of recovery, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the District may debar the Contractor from the District's Vendor Bid Notification list for a minimum of one year. The length of District debarment is to be determined by District Administration based on the reason for default or cause, which may include permanent removal from the notification system. All rights and remedies under the Contract Award are cumulative and are not exclusive of another right or remedy provided by law.

For Convenience

The District and/or contractor shall have the right to terminate the Contract, in whole or in part, for its own convenience and without cause any time upon thirty (30) days prior written Notice of Termination. Upon receipt of a Notice of Termination, the Contractor shall promptly cease all further work pursuant to the Contract Award, with such exceptions, if any, specified in the Notice of Termination. The District will pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of termination in accordance with the terms hereof.

12. ASSIGNMENT AND DELEGATION

This agreement shall not be assigned or delegated without written permission from the district.

Any attempt to assign or delegate shall void this agreement.

13. GOVERNING LAW, VENUE

This agreement shall be construed and governed in accordance with the laws of the State of Texas without regard to its choice of law provisions. Both parties agree that venue for any litigation arising from this contract shall lie in Bell County, Texas.

14. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance due to acts of nature, labor disputes and changes in law, riots, war, fire epidemics, disruption or utility services or other similar occurrences that are beyond its reasonable control. However, to avail itself of such excuse, the party so delayed must act diligently to remedy the cause of and the impact of the delay or failure by providing prompt written notice to the other party and making all efforts reasonably possible to cure the delay and mitigate effects.

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15. INSURANCE

Vendors shall, at their own expense, provide and maintain insurance during the term of this contract and/or agreement. Belton ISD shall be listed as an additional insured on all policies with the limits stated below. Certificates of Insurance shall be sent to the Belton ISD Purchasing Department within 10 days of award and at each renewal, during the term of this contract and/or agreement.

The district reserves the right to require higher limits of coverage depending on the scope of work and nature of certain services that may arise. Certificates of Insurance, acceptable by the district, shall be on file prior to commencement of services.

Types of Insurance Limits of Coverage

Workers’ Compensation Statutory Limits

Employers Liability $1,000,000 each accident $1,000,000 per person $1,000,000 policy limit

General Liability Bodily Injury & Property Damage $1,000,000 each occurrence $2,000,000 general aggregate

Automotive Liability Bodily Injury $1,000,000 each occurrence Property Damage $1,000,000 each occurrence

16. PROHIBITED ITEMS

Possession of firearms, alcohol, drugs, or tobacco products are prohibited on school district property.

17. COMPLIANCE WITH LAWS AND DISTRICT POLICIES

Vendors must comply with ALL applicable federal, state, and local laws and statues to include.

a. Contract Work Hours and Safety Standards Act, 40 U.S.C. 3701‐3708.

b. Equal Employment Opportunity Act.

c. Energy Policy and Conservation Act (P.L. 94‐163).

d. Equal Opportunity and Affirmative Action Employer.

It is the intent and policy of the district that neither party shall discriminate based on race, color, religion, sex, age, national origin, disability, nor in its employment practices. Vendor affirms that it is an equal opportunity and affirmative action employer and shall comply with all applicable federal, state, and local laws and regulations.

In addition, vendors agree to abide and comply with district Board approved policies, rules, and regulations.

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18. CONFIDENTIALITY

Vendor and BISD agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules and regulations and consideration of such shall be given to the following.

a. Family Education Rights and Privacy Act (FERPA)

b. Telephone Consumer Protection Act (TCPA)

c. Protection of Pupil Rights Amendment (PPRA)

d. Children’s Online Privacy Protection Act (COPPA)

Vendor may not disclose information about either district employees or Belton ISD students, unless disclosure is permitted, and written confirmation is obtained from the BISD Superintendent or designee.

19. SAFEGUARD OF DATA

Right to Access: Vendor shall maintain and provide to the district, upon request, all school related data/records retained by the vendor. Retention of such records shall be made by the vendor for a period of three (3) years from the termination of the agreement. Vendors shall notify the district, permitting the district to obtain copies, prior to destroying or removing student specific data from their database or records.

Data Breach: In the event of data breach, vendors shall use federal, state, and local code, and best practices of industry standards to secure and identify any breached data. Vendor shall notify BISD in writing, within 24 hours (one business day) of any suspected or actual breach of security.

Foreign Storage Prohibited: All data maintained by contractor shall be stored and maintained in within United States. Foreign (non-US) storage of any data related to this agreement is prohibited.

20. INDEMNITY

To the fullest extent permitted by applicable law, the Contractor shall indemnify, hold harmless and defend Belton Independent School District and all its officers, agents, employees, architect, architect consultants and owner consultants from and against all suits, actions, or claims of any character, name and description brought for or on account of any injuries or damages received or sustained by any person or property on account of, arising out of, or in connection with, any negligent act or omission of vendor or any agent, employee, subcontractor or supplier of contractor in the execution or performance of this contract.