ESBD_574520_1793979776985_RFP 2026.07 Brand Identity Services Standard Terms and Conditions.pdf

RFP 2026.07 Terms and Conditions 1

STANDARD TERMS AND CONDITIONS

RFP 2026.07 Brand Identity Services

The following terms and conditions are applicable to all vendors responding to RFP 2026.07 – Brand

Identity Services.

Quantities and Services Any quantities, deliverable counts, production volumes, or other estimates provided in the RFP are estimates only and are provided for proposal and pricing purposes. Actual requirements shall be established in the executed agreement and approved Contract Exhibit A. Brazosport College will only be responsible for payment for products and/or services properly authorized by the College in accordance with the resulting contract and applicable purchase order(s).

In accordance with applicable law, the College is not obligated to purchase any products and/or services in the event that the State of Texas or the Brazosport College Board of Trustees does not allocate funds.

Interpretations of the RFP Only interpretations or corrections to the specifications provided in writing by the Brazosport College

Purchasing Manager or Brazosport College RFP designee shall be binding. Prospective vendors are advised that no other source is authorized to provide information concerning, or explain or interpret, the

RFP documents.

All requests for such interpretation or correction must be in writing addressed to Purchasing Department, Brazosport College, 500 College Drive, Lake Jackson, Texas 77566 or by email:

purchasing@brazosport.edu or via the online bidding software. All such interpretations and supplemental instructions will be issued through the College’s electronic bidding system through an addendum to the

RFP documents prior to the proposal deadline.

Vendor Obligations Vendor proposal documentation must be received by the Brazosport College Purchasing Department prior to the RFP submission deadline. In addition to the completed RFP requirements, a company officer or representative attesting to acknowledgment, understanding, and compliance with all applicable terms, conditions, and requirements must sign all required proposal documentation. The individual signing the documentation must have the authority to commit and obligate the company to all terms and conditions as stated.

All requests for clarification or requests to deviate from the RFP requirements must be submitted in writing by the Questions Deadline identified in the RFP.

Vendors and their representatives are prohibited from contacting College personnel regarding this RFP during the solicitation and evaluation process without approval from the Vice President of Financial

Services and CFO or the Purchasing Department.

It is understood and agreed that pricing, implementation schedules, and/or other commitments identified in the vendor’s proposal will not vary from the information provided to the College unless otherwise agreed to in writing by the College. In its evaluation and acceptance of a proposal, the College may rely upon the proposed pricing, implementation schedule, and other material commitments provided by the vendor. In the event the vendor fails to perform in accordance with the resulting contract, the College reserves all rights and remedies available under the contract and applicable law.

RFP 2026.07 Terms and Conditions 2

Vendor must provide all information requested in the RFP documents. Proposals lacking required documentation may be considered non-responsive.

All required proposal documentation must be complete and signed by an appropriate, authorized company officer or representative, as applicable.

College Obligations The College reserves the right to separate and accept and/or eliminate any item(s) or service(s) included in this RFP that it deems necessary to accommodate budgetary and/or operational requirements.

The College reserves the right to reject any and/or all proposals submitted, to waive any formalities or technicalities, and to make whatever award it deems to be in the best interest of the College.

Under section 44.031 of the Texas Education Code when determining what the best value is, Brazosport

College shall consider (reference Texas Education Code, SEC 44.031(b)).

o The purchase price o The reputation of the vendor and of the vendor’s goods or services o The quality of the vendor’s goods or services o The extent to which the goods or services meet the college’s needs o The vendor’s past relationship with the college o The impact on the ability of the college to comply with laws and rules relating to historically under-utilized businesses o The total long-term cost to the college to acquire the vendor’s goods or services o For contract for goods and services, other than goods and services related to telecommunications and information services, building construction and maintenance, or instructional materials, whether the vendor or the vendor’s ultimate parent company or majority owner:

▪ Has its principal place of business in the state of Texas; or

▪ Employs at least 500 persons in the state of Texas o Any other relevant factor specifically listed in the request for bids or proposals.

State of Texas Law Requirement The following information is included in the terms and conditions of all proposals in accordance with applicable Texas law. Each vendor must respond to this section as a requirement of the law. On May 30, 1995, Senate Bill 1 was signed by Governor George Bush and made effective as follows:

• Senate Bill 1, section 44.034, Notification of Criminal History of Contractor

(a) A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony.

(b) A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by

Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before termination of the contract.

(c) This section does not apply to a publicly held corporation.

RFP 2026.07 Terms and Conditions 3

State of Texas Government Codes State of Texas Government Code 2270 (HB 89) prohibits governmental entities from contracting with companies who boycott Israel. The District will review Texas Comptroller website list of companies known to have contracts with or provide supplies or services to a foreign terrorist organization.

State of Texas Government Code 2252 Contracting with Governmental Entities prohibits governmental entities from contracting with Iran, Sudan, or any known terrorist organization. The District will review

Texas Comptroller website list of companies known to have contracts with or provide supplies or services to a foreign terrorist organization

Debarment Any Respondent or any principals of a Respondent that are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State

Government entity shall be considered ineligible to be awarded a contract by Brazosport College.

Conflict of Interest The following information is included in the terms and conditions of all proposals in accordance with applicable State of Texas Government Code Chapter 176:

On May 23, 2005, the Texas Senate passed House Bill No. 914, adding Chapter 176 to the Local

Government Code and imposing new disclosure and reporting obligations on vendors and potential vendors to local government entities beginning January 1, 2006. Vendors doing business with

Brazosport College are subject to Chapter 176 found in the Local Government Code. Failure to abide by these new statutory requirements can result in possible criminal penalties as a Class C misdemeanor.

(a) An individual or business entity that contracts or seeks to contract for the sale or purchase of property, goods, or services with the college must complete and submit a CIQ

(Conflict of Interest Questionnaire).

(b) The CIQ form must be filed within seven days of beginning contract negotiations, or submitting an application, bid, response to a request for proposal, correspondence, or other writing related to a potential agreement with the college.

(c) Upon completion, CIQ forms should be returned to Brazosport College, Purchasing

Department, 500 College Drive, Lake Jackson, TX 77566.

State of Texas Government Code 2252.908 Brazosport College is required to comply with House Bill 1295, which amended the Texas Government

Code by adding Section 2252.908, Disclosure of Interested Parties. Section 2252.908 prohibits

Brazosport College from entering into a contract resulting from this sealed bid/proposal with a business entity unless the business entity submits a Disclosure of Interested Parties (Form 1295) to Brazosport

College at the time the business entity submits the signed bid/proposal/contract. The Texas Ethics

Commission has adopted rules requiring the business entity to file Form 1295 electronically with the

Texas Ethics Commission. The following definitions apply:

(1) “Business Entity” means an entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation. TEX. GOV’T CODE § 2252.908(1).

(2) “Interested Party” means a person: a) who has a controlling interest in a business entity with whom Brazosport College contracts; or b) who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity. TEX. GOV’T CODE § 2252.908(3).

RFP 2026.07 Terms and Conditions 4

(3) “Controlling interest” means: a) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; b) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. TEX. ETHICS

COMM. RULE 46.3(c).

(4) “Intermediary” means a person who actively participates in the facilitation of the contract or negotiating the contract, including a broker, adviser, attorney, or representative of or agent for the business entity who: a) receives compensation from the business entity for the person’s participation; b) communicates directly with the governmental entity or state agency on behalf of the business entity regarding the contract; and c) is not an employee of the business entity. TEX.

ETHICS COMM. RULE 46.3(e).

As a “business entity”, all vendors must: Complete Form 1295 electronically with the Texas Ethics

Commission using the online filing application, which can be found at https://www.ethics.state.tx.us/filinginfo/1295/

- All vendors must complete Form 1295, even if no interested parties exist

- In Section 2, insert “Brazosport College”

- In Section 3, insert the “Brazosport College RFP 2026.07” for this RFP

Brazosport College must acknowledge the receipt of the filed Form 1295 by notifying the Texas Ethics

Commission of the receipt of the filed Form 1295 no later than the 30th day after the Board of Trustees approved award date that the contract binds all parties to the contract. After Brazosport College acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website within seven business days after receiving notice from Brazosport College.

Form 1295, received from the Texas Ethics Commission with the certificate number in the upper right-hand corner, shall be completed and submitted in accordance with applicable requirements and instructions provided by Brazosport College. The form may be mailed to the previously stated address or scanned and emailed to purchasing@brazosport.edu.

Awarded contractor will be responsible for complying with Texas Government Code 2252.908 in regards to House Bill 1295 relating to the disclosure of research, research sponsors, and interested parties by persons contracting with governmental entities and state agencies, which applies to a contract entered into on or after January 1, 2016. A governmental entity or state agency may not enter into a contract with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency.

Texas Public Information Act The Public Information Act, formerly known as the Open Records Act, is located at chapter 552 of the

Government Code. Any information collected, assembled, or maintained by or for Brazosport College is subject to the Public Information Act. Brazosport College is required to release information that is not confidential by law. Confidential (non-releasable) information includes social security numbers, e-mail addresses and reference statements. Non-confidential (releasable) information includes addresses, dates of birth, phone numbers, branches and employment information.

https://www.ethics.state.tx.us/filinginfo/1295/

RFP 2026.07 Terms and Conditions 5

General Conditions Vendors are notified that although the College is required to submit purchases of $100,000 or greater to competitive bidding or proposals, it is not required to accept the lowest-priced proposal. In such purchasing, the lowest-priced proposal may be rejected if the Brazosport College Board of Trustees, in the exercise of its best judgment, determines that the proposal of a vendor other than the lowest-priced

Respondent will best serve the interests of the College by providing the best value. The College shall consider the price; reputation of the vendor and the vendor’s goods or services; the quality of the goods or services; the extent to which the goods or services meet the College’s needs; the vendor’s past relationship with the College; the long-term cost to the College to acquire the vendor’s goods or services;

and any other relevant factor specifically listed in the RFP.

Brazosport College reserves the right to accept or reject any and/or all proposals, in whole or in part, and to waive all technicalities. This RFP implies no obligation on the part of the College, nor does the

College’s silence imply any acceptance or rejection of any proposal.

Price Quotations Proposal pricing may not be withdrawn for a period of sixty (60) days after the proposal submission deadline.

Respondents must provide all pricing in accordance with the Cost Proposal requirements of this RFP.

Pricing shall include all costs necessary to complete the proposed branding, research, creative development, production-ready assets, training, and handoff services, except for items specifically identified as optional. Any assumptions, exclusions, third-party licensing charges, travel costs, or other charges that may affect the College’s total cost must be clearly identified.

Pricing submitted in response to this RFP shall remain firm for the agreed project scope and payment milestones unless otherwise approved in writing by Brazosport College through an authorized contract amendment.

Applicable Texas law requires that businesses operating outside the State of Texas give a percentage cost added to a bid, if the state will reciprocate a percentage increase in a Texas bid. This information is to be provided on the Vendor Information form.

Respondents must provide pricing in the manner requested in the Pricing Form. Proposals not priced in the manner requested may be considered non-responsive.

Price Guarantees Pricing shall remain firm for the contracted project scope. Any proposed adjustment resulting from an approved change in scope shall be documented and subject to prior written approval and mutual agreement. Exceptions require specific written approval through the College's established contract procedures.

Warranties Respondents shall provide documentation of applicable warranties or guarantees for the proposed professional services and final deliverables, including any proposed correction or remediation commitments.

Proposal Delivery To be considered a responsive offer, proposals may be submitted electronically using the current electronic bidding system utilized by Brazosport College.

RFP 2026.07 Terms and Conditions 6

Proposals may also be mailed, delivered by courier, or hand-delivered by a vendor representative.

Regardless of delivery method, the proposal must be received by the Brazosport College Purchasing

Department, 500 College Drive, Room C127, Lake Jackson, Texas 77566, prior to the RFP submission deadline. Proposals received after the deadline will not be opened, evaluated, or considered and will be returned to the vendor unopened, as applicable.

All paper proposals must be received in a sealed package clearly marked “RFP 2026.07 – Brand Identity

Services” and must contain separately identified Technical and Cost Proposals as required by the RFP.

Email or fax submission of proposals will not be accepted.

Force Majeure Force Majeure means a delay encountered by a party in the performance of its obligations under this agreement that is caused by an event beyond the reasonable control of that party. Without limiting the generality of the foregoing, “Force Majeure” shall include, but not be restricted to, the following types of events: acts of God or public enemy; acts of governmental or regulatory authorities; fires, floods, epidemics, or serious accidents; unusually severe weather conditions; strikes, lockouts, or other labor disputes; and defaults by subcontractors.

In the event of Force Majeure, the affected party shall not be deemed to have violated its obligations under this agreement, and the time for performance of any obligations of that party shall be extended by a period of time necessary to overcome the effects of the Force Majeure, provided that the foregoing shall not prevent this agreement from terminating in accordance with the termination provisions.

If any event constituting a Force Majeure occurs, the affected party shall notify the other party in writing within twenty-four (24) hours and disclose the estimated length and cause of the delay.

Should an RFP submission deadline be compromised due to inclement weather or another situation in which Brazosport College offices are closed, proposals will be accepted on the next open business day at the same time as the originally scheduled submission deadline.

Awarding the RFP The successful Respondent will be selected based on the evaluation criteria identified in this RFP.

Brazosport College reserves the right to accept or reject any or all proposals, in whole or in part, and to make an award that is determined to be in the best interest of the College.

Brazosport College reserves the right to award the RFP to a single Respondent or, if determined to be in the best interest of the College, to make no award.

Purchase Orders All orders will be initiated by a Brazosport College purchase order. A valid, numbered purchase order will be provided to the vendor by the Brazosport College Purchasing Department. Orders will not be placed by telephone, except in emergency circumstances.

Brazosport College will not be responsible for any goods delivered or services performed without a valid purchase order issued by an authorized representative.

Authorized Brazosport College Purchasing Department personnel will notify the vendor of all adjustments and cancellations to any purchase order.

RFP 2026.07 Terms and Conditions 7

Tax Exemption Brazosport College is exempt from federal excise taxes as well as all state and local sales taxes. These taxes are not to be included in the proposal or on any invoices for goods or services. If taxes are included in the vendor proposal, they will not be included in the evaluation or award. Tax exemption certificates shall be furnished upon request.

Delivery and Performance Expectations The vendor shall provide the services and deliverables in accordance with the requirements, project schedule, and other commitments established in the RFP, the vendor’s proposal, and the resulting contract.

The vendor shall promptly notify Brazosport College of any actual or anticipated delay that may affect project milestones, delivery of services or creative assets, or other contractual obligations. Such notification shall include the reason for the delay, its anticipated duration, and the vendor’s proposed corrective action.

Itemized Deliverables and Contract Exhibit A The final professional services agreement shall include a completed and mutually approved Itemized

Deliverables and Acceptance Matrix, incorporated as Contract Exhibit A and made an enforceable part of the agreement.

The exhibit shall identify the definitive inventory of required work products for the institutional brand identity, athletics brand identity, 60th-anniversary branding and activation, and applicable shared technical services and project-wide requirements. It shall specify deliverable descriptions, quantities, file formats, technical specifications, completion milestones, acceptance requirements, and associated payment milestones.

The selected vendor’s proposed matrix shall be reviewed and finalized during contract negotiations and shall include all required RFP deliverables and any additional deliverables agreed upon by the parties.

Deliverables shall not be considered complete solely because preliminary concepts, progress reports, or draft artwork have been submitted. Completion requires delivery of applicable final materials and documented College acceptance.

Any material changes to Contract Exhibit A shall require written authorization in accordance with the resulting agreement and the College’s established contract procedures.

The selected vendor shall perform all work in accordance with the executed agreement, approved scope of services, itemized deliverables matrix, project schedule, and applicable acceptance requirements. No work shall begin before execution of an authorized written agreement and issuance of any required

College purchase order.

Acceptance and Rejection

Brazosport College reserves the right to review and evaluate products and/or services provided under the resulting contract to determine compliance with the RFP requirements, the vendor’s proposal, and the resulting contract.

The College reserves the right to reject products and/or services that do not meet applicable requirements or reasonable standards of quality and to require the vendor to correct deficiencies within a reasonable period of time. The College reserves all rights and remedies available under the resulting contract and applicable law in the event the vendor fails to correct identified deficiencies.

RFP 2026.07 Terms and Conditions 8

For this Brand Identity Services project, final acceptance shall be based on completed and approved deliverables identified in Contract Exhibit A. As applicable, these include approved brand strategies and identity systems; primary and supporting brand assets; brand standards manuals and anniversary toolkit;

marketing and operational templates; production-ready uniform, apparel, signage, and merchandise artwork; editable native/source files; technical and color specifications; applicable licensing documentation; organized digital asset libraries; implementation materials; and required training and handoff resources.

Approval of preliminary concepts, completion of research activities, or submission of draft materials shall not constitute final acceptance. The College shall document acceptance through designated representatives and applicable procurement procedures. Deliverables requiring correction remain subject to the College’s Acceptance and Rejection provisions.

Ownership and Intellectual Property Upon payment and as specified in the executed agreement, Brazosport College shall own the exclusive rights to approved custom final deliverables to the extent legally transferable. The vendor shall provide all required editable native/source files, final production artwork, and documentation necessary for the

College to use, reproduce, modify, maintain, and implement the approved brand identities.

Any pre-existing creative assets, licensed fonts, stock imagery, software, or other third-party materials incorporated into the deliverables shall be identified and accompanied by appropriate licensing and usage documentation. Ownership and permitted use of unselected preliminary concepts shall be governed by the executed agreement. The vendor shall disclose any restrictions that could limit the

College’s intended use or future modification of approved deliverables.

Originality and Trademark Considerations The vendor shall represent that custom work developed under the agreement is original or lawfully licensed and shall disclose any material third-party intellectual property restrictions. The vendor shall provide appropriate trademark clearance research recommendations for proposed institutional, athletics, and anniversary brand identities. Legal trademark registration, final clearance determinations, and decisions regarding intellectual property protection remain with the College and its legal counsel.

Confidentiality and Publicity The vendor shall maintain appropriate confidentiality regarding nonpublic College information, research participants, project materials, and branding concepts not approved for public release. The vendor shall not issue public announcements, publish project materials in its portfolio, or use the College’s name, logos, or branding materials for promotional purposes without prior written College approval. Nothing in this provision limits the College’s obligations under the Texas Public Information Act or other applicable law.

Changes to Scope and Deliverables Material changes to the contracted scope of services, project cost, schedule, deliverables, or payment milestones require prior written authorization through the College’s established contract procedures.

Approved changes affecting the matrix, milestones, or payment terms shall be documented in a formally approved revision to Contract Exhibit A or an authorized contract amendment. The vendor shall not proceed with additional or modified work resulting in increased costs or material contractual changes without prior written authorization.

RFP 2026.07 Terms and Conditions 9

Termination and Transition of Services Termination rights, notice requirements, and any applicable cure periods shall be established in the executed agreement.

Upon termination or expiration of the agreement, the vendor shall cooperate with Brazosport College to facilitate an orderly transition of services and shall deliver all completed and partially completed work products, research materials, project documentation, and other materials to which the College is entitled under the executed agreement.

Payment for services performed prior to termination shall be subject to the terms of the executed agreement, documented performance, applicable acceptance requirements, and any rights or remedies available to the College.

The vendor shall provide reasonable transition assistance as specified in the executed agreement to minimize disruption to the College's branding initiative.

Complaint and Dispute Resolutions The dispute resolution process provided for in Chapter 2260, State of Texas Government Code, must be used by Brazosport College and the vendor to attempt to resolve any dispute arising under any contract resulting from this RFP.

• Written notification, including a description of the complaint or dispute, shall be provided in writing to all applicable parties via email or USPS mail.

• Negotiation and mediation must begin no later than the 30th day after the date the claim is received in an effort to resolve the dispute.

Insurance Requirements The selected vendor will be required to supply an insurance certificate naming the College as an additional insured if services are performed on site.

• Commercial General Liability- $1,000,000 bodily injury, $1,000,000 property damage.

• Automobile Liability- $1,000,000 bodily injury, $1,000,000 property damage.

• Worker Compensation- Each accident- $1,000,000, disease policy limit- $1,000,000, disease each employee- $1,000,000.

The insurance requirements also apply to any sub-contractor(s) in the event that any work is sublet. The vendor is responsible to insure that the sub-contractors meet the minimum insurance requirement limits according to the law.

Should any of the policies be canceled before the expiration date, the issuing company will mail thirty

(30) days written notice to the certificate holder, Brazosport College.

The vendor shall be required to waive all right of subrogation against the College, its officials, employees and volunteers for losses arising from work performed by vendor.

The vendor shall be required to hold the College harmless from, and indemnify it against, all liability, including attorney’s fees, which may arise from and accrue directly from the performance of the work or any obligation of the vendor or failure of the vendor to perform any work or obligation provided for in this agreement.

RFP 2026.07 Terms and Conditions 10

Invoice and Payment Terms

Vendor must submit invoices for each purchase order after delivery of applicable products and/or services. Invoices must be itemized, indicate the Brazosport College purchase order number, and separately identify any additional charges authorized under the resulting contract.

Invoices without reference to the purchase order may delay payment to the vendor. Invoices should be emailed to accounts.payable@brazosport.edu or mailed to the Accounts Payable Department, Brazosport

College, 500 College Drive, Lake Jackson, Texas 77566.

Upon receipt of a properly executed invoice, verification, and approval of products and/or services by the applicable department, payment will be processed net thirty (30) days from the invoice date, unless otherwise stated on the invoice.

For Brand Identity Services, payment milestones shall correspond to completion and documented acceptance of the applicable deliverables or approved groups of deliverables under Contract Exhibit A, subject to the executed agreement and College payment procedures.

Vendor should inform the Brazosport College Accounts Payable Department of any changes involving the remittance address.

Purchase of products and/or services awarded as a result of this RFP is subject to the availability of current budgeted funds and actual College requirements. Brazosport College will only be responsible for payment for products and/or services properly authorized by a valid purchase order and provided in accordance with the resulting contract.

Long-Term Brand Stewardship Following project completion, the Brazosport College Department of Marketing and Communications shall serve as institutional steward of the approved brand identities, responsible for ongoing implementation, standards administration, asset management, and approved future adaptations. The vendor shall provide documentation, editable files, technical specifications, training, and other required resources necessary for the College to maintain and extend the identities without requiring an ongoing professional services agreement, except for separately negotiated post-launch services.

Where to Ask Questions Brazosport College

Purchasing Department

E: purchasing@brazosport.edu