ESBD_File_354114_RFP FS Generators.docx

Respondent Initials _______

RFP MUST BE RECEIVED AT THE DESIGNATED LOCATION SPECIFIED IN THIS SOLICITATION ON OR BEFORE:

May 2, 2024 at

10:00 AM CST

MAIL, COURIER, or HAND DELIVER PROPOSAL TO:

Center ISD ATTN: Tina Byrnes Food Service Director RFP #24-21-03 Kitchen Generators 107 PR 605, P O Box 1689 Center, Texas 75935 Show RFP Number, Opening Date and Time on Return Envelope

NOTES TO POTENTIAL RESPONDENTS:

It is the Respondent’s sole responsibility for preparing, submitting, and delivering a response with all required materials to the designated location on or before the published submittal deadline. Courier or delivery services may not deliver directly to the specified location. It is strongly recommended that the response be hand carried to insure receipt at the proper location:

· If mailing or sending by courier, the Respondent (Offeror) is cautioned to allow sufficient time for delivery prior to the published deadline to the location specified above.

· Failure to deliver, for whatever reason, may not be grounds for disputing the procurement solicitation process or any resulting contract award.

All questions relating to the RFP shall be in writing via e-mail as provided below. All requests for information shall result in written responses attached as Addendum to the RFP posting on The District website.

REFER INQUIRIES IN WRITING TO SOLICITATION CONTACT:

ATTN: Tina Byrnes Food Service Director Email: tina.byrnes@centerisd.org

Sealed responses will be accepted until the date and time established for receipt. After receipt of responses, the names of Respondents will be made in accordance with the laws and regulations applicable to Center ISD. All responses submitted shall become the property of Center ISD upon receipt.

Failure to formalize the terms of the response by signing the RFP and completely submitting the required information may result in disqualification of the offer contained within the response. The Respondent must indicate exceptions to the contract terms and conditions in the body of their response and offer alternative language to any contract terms and conditions when they submit a response to this solicitation. If a response is signed and submitted without including specific exceptions to the General Contract Terms included in this solicitation, Center ISD will not negotiate and reserves the right to start negotiations with other respondents. Respondent must review this solicitation in its entirety. Failure to do so can result in missing required information and will result in rejecting a response for failure to follow instructions.

Table of Contents

Respondent Initials _______ Click on section/term to direct to that page

1 | Page Region

4 | Page Center ISD RFP 24-21-03 GENERATORS

SECTION 1: INTRODUCTION

1.1 STATEMENT OF WORK

Center ISD is seeking responses to this solicitation from qualified individuals or firms (Respondents) to perform the services described below (Work): To sell and install generators at 4 locations - FL Moffitt Primary, 294 Stadium Drive, Center, TX 75935, Center Elementary, 621 Roughrider Drive, Center, TX 7593, Center Middle School, 624 Malone Drive, Center, TX 75935, and Center High School Cafeterias, 658 Roughrider Drive, Center, TX 75935, based on the available specifications provided by the Child Nutrition Department of Center ISD.

1.1.1 BACKGROUND

The purpose of this solicitation is to award a Respondent that can meet the requirements listed in this RFP. The Child Nutrition Department reserves the right to award the Respondent in the best interest of the District.

1.1.2 GENERAL REQUIREMENTS

The below requirements are the minimum specifications to be offered by Respondent. Additional services are amendable and acceptable by Center ISD. For the purpose of this solicitation items that are brand-labeled, or which may contain proprietary information are to be considered 'or equal’. Brand name and proprietary information will not affect award selection. The District shall determine an award based on the most responsible and responsive proposals. Respondent must provide manufacturer and model information in submission.

Due to the complexity and need for expedience of installation, a scheduled walk-through must be attended by all potential respondents. Failure to attend the walk-through may result in disqualification of a respondent’s submission.

Walk-through: April 18, 2024, 9:00 am.

FL Moffitt Primary, 294 Stadium Drive, Center, TX 75935, Center Elementary, 621 Roughrider Drive, Center, TX 7593, Center Middle School, 624 Malone Drive, Center, TX 75935, and Center High School Cafeterias, 658 Roughrider Drive, Center, TX 75935

· Additional Response Inclusions:

· Respondent’s hours of normal business operation.

· Process of requesting and scheduling preventive maintenance and emergency repair.

1.1.3 SCOPE OF BID

1.2 FAIR AND OPEN COMPETITION

The Request for Proposal (RFP) meets the competitive proposal requirements as described in 2 CFR 200.320(b)(2) and creates full and open competition as the statement of work within the proposal is modifiable/amendable by Respondent. Items that are brand-labeled are to be considered 'or equal’. Brand name will not affect award selection.

1.3 PRICING OPTIONS

· Response to include pricing breakdown of:

· All associated costs as required for each campus.

· Optional:

· Extended maintenance agreement costs for one-year.

· After-hour maintenance or repair costs.

· Multi-year price of five (5) year maintenance agreement to be paid once per year.

Center ISD shall not be liable to any Respondent, person or entity for any losses, expenses, costs, claims or damages of any kind:

Arising out of, or by reason of, or attributable to, the Respondent responding to this RFP.

As a result of the use of any information, error or omission contained in this RFP document or provided during the RFP process.

The selected Respondent(s) as provider of the Work to Center ISD shall:

· Be expected to maintain a high degree of confidentiality throughout the process.

· Be subject to the State’s “open records” laws.

1.4 COMMODITY CODES

The corresponding NIGP commodity codes of this RFP includes but is not limited to the below, as found at: https://mycpa.cpa.state.tx.us/commbook/:

285-39

981-43

1.5 PROPOSAL EVALUATION

Proposals shall be evaluated based on the weights assigned below to each evaluation criteria. If additional information or proposal clarification is required, the RFP evaluation team shall make written requests to the appropriate Respondent(s) and require all responses to be made in writing. To request clarification of evaluation criteria, contact the Child Nutrition Department at tina.byrnes@centerisd.org.

The following factors may be considered in addition to the aforementioned PROPOSAL EVALUATION criteria: (a) Unit price, (b) total bid price, (c) delivery date, (d) results of testing samples, (e) quality of goods, (f) vendor’s past performance record, (g) technical assistance present and past, (h) vendor’s follow up of problems once notified.

Factors which may be considered by the Committee in making the award include: (a) The quality, availability, and adaptability of contractual services to the particular use required; (b) The number and scope of conditions, if any, attached to the bid response; (c) the ability, capacity, and skill of the Respondent to perform to the contract or provide the associated service required; (d) whether the Respondent can perform the contract or provide the service promptly, or within the time required, without delay or interference; (e) the character, responsibility, integrity, reputation, and experience of the Respondent; (f) The quality of performance of previous contracts (and associated services); (g) the previous and existing compliance by the Respondent with the United States Department of Agriculture laws relating to the contract (or associated services); (h) the sufficiency of the financial resources and ability of the Respondent to perform the contract or provide the service; (i) the ability of the Respondent to provide future maintenance, repair parts, and associated service for the equipment provided by the contract; (j) the successful Respondent for technology related line-item bids must have a minimum of three (3) trained and certified computer technicians available for training and assistance to Center ISD employees, as applicable. Copies of additional, required certification shall be submitted to Center ISD upon award of bid.

1.6 RFP TIMELINE

1.7 AWARD PROCESS

The District shall be the sole judge in making this determination and it shall be done if it is determined to be in Center ISD’s best interest. Contracts shall only be awarded to responsible contractors possessing the ability to perform successfully under the terms and conditions· of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources.

During the review period, Respondents shall refrain from contacting any Center ISD employee, agent, representative, assignee, designee, or client of Center ISD regarding open solicitations, unless expressly requested by solicitation contact.

Proposals and pricing shared in any form of communication, other than in the Respondent’s submitted proposal, will void Respondent’s submission, unless expressly requested by the solicitation contact during the review period.

1.7.1 Administrative Review

The District will review timely received responses to determine if mandatory requirements are met and to verify that the proposals meet such requirements. Compliant responses will be approved for subsequent evaluation steps.

1.7.2 Initial Ranking

A committee will review and rank compliant responses, without consideration of cost, from best to least qualified. The evaluation team will use detailed evaluation and weighting guidelines to carefully review and assign a score to each section of each response. Upon completion of the evaluation and scoring, the next step of this evaluation will be performed.

1.7.3 Cost Proposal Evaluation

Cost proposals will be opened and reviewed by evaluation team members. Scores for cost will be based on pre-determined guidelines and weightings. These scores will be added to those assigned in the Initial Ranking process.

1.7.4 Reference Checks, Clarification, and Product Demonstration/Presentation Center ISD will perform reference checks and seek further information as needed from all Respondents whose responses meet qualifications, based on the initial evaluation and scoring. Respondents may be asked to discuss their responses or provide written clarification.

In the course of seeking additional information, The District will:

· Control all discussions;

· Attempt to resolve any uncertainties concerning a Respondent’s response;

· Attempt to resolve any suspected mistakes by calling them to a Respondent’s attention as specifically as possible without disclosing information concerning other Respondent’s responses or confidential aspects of the evaluation process.

1.7.5 Final Evaluation

The District intends to make the contract award to the Respondent whose response best meets the evaluation criteria and reflects the “best value” to Center ISD. In determining “best value”, the Evaluation Committee will be instructed to consider all information contained in the initial responses; the initial evaluation; Best And Final Offer responses (if necessary); and information obtained from references, site visits, Respondent presentations or demonstrations, and any other information obtained during this procurement solicitation process.

1.8 TERM OF AGREEMENT

The term of any resulting agreements will be to sell and install generators at 4 locations - FL Moffitt Primary, Center Elementary, Center Middle School, and Center High School Cafeterias, based on the available specifications provided by the Food Service Department of Center ISD, meeting the aforementioned requirements.

1.9 CENTER ISD BACKGROUND INFORMATION

Center ISD is a K-12 public education school district et in the heart of the East Texas Piney Woods. Located at the geographical center of Shelby County, Center is the county seat and Center ISD is the largest school district in the county. Center ISD has 5 campuses and over 2500 students.

1.10 COMPLIANCE WITH Center ISD POLICIES AND PROCEDURES

Respondent is notified that in the event of an award the following procedures, at a minimum, shall apply to contractor’s employees and subcontractors while on The District property:

a. Visible name badge must be worn while on the property;

b. Prohibition on smoking or tobacco use;

c. Fire safety;

d. Hazardous Materials;

e. Drug-free workplace; and,

f. Prohibition of sexual harassment, or harassment or discrimination based on race, color, national origin, age, sex, religion, disability or sexual orientation.

1.11 INSURANCE REQUIREMENTS

Respondent must provide valid proof of General Liability Insurance and Workers Compensation.

1.12 FINANCIAL OVERSIGHT

The Center ISD Food Service Department, with assistance of The Business Office, will oversee the financial obligations of any resulting awards or contracts. Contracts will be paid upon the terms set forth in mutual agreement with selected award Respondent.

SECTION 2: RESPONSE SUBMITTAL AND INQUIRIES

0. SUBMITTAL DEADLINE AND LOCATION

2.1.1 All proposals must be received by Center ISD at the designated location indicated on the cover page of the solicitation no later than the time and date specified.

2.1.2 It is the Respondent’s sole responsibility for preparing, submitting, and delivering a response with all required materials to the designated location on or before the published submittal deadline.

Late offers properly identified will be returned to Respondent unopened. Late offers will not be considered under any circumstances.

0. SUBMITTAL INSTRUCTIONS

2.2.1 SIGNATUREE

Proposals must be signed by Respondent’s company official or representative authorized to commit such proposals and bind the Respondent in the event of a contract award. Failure to sign the submitted proposal may be basis for disqualification.

2.2.2 MULTIPLE RESPONSES

An original, four (4) copies excluding prices of your complete proposal and 1 (one) electronic copy via USB, submitted in response to this solicitation are required. Copies #1 -#4 must be an exact copy of the original excluding prices.

2.2.3 PACKAGING

Proposal package (envelope/box/carton) must indicate on the lower left-hand corner:

the Respondent’s company name, the proposal opening date, RFP number and title

2.2.4 RESPONSE CONTACT

Cover page of proposal must include:

· Company name

· Proposal contact

· Contact phone

· Contact e-mail.

2.2.5 RESPONSE INCLUSION

Proposal must include:

· Tab A – RFP

· Initialed RFP

· Completed 2024 dated W-9 or equivalent

· Completed Exhibit A: Authorized Key Personnel

· OPTIONAL ONLY: Additional certifications/documentation (e.g., HUB, certifications).

· Tab B – Finance

· Financial Capability Statement from Financial Institution

· Respondent Insurance(s) As Applicable

· Commercial General Liability

· Workers’ Compensation

· Tab C – Company Information

· Executive summary of Respondent to include:

· Experience:

· Available details, storyboards, and/or printouts of past projects with a similar scope of work.

· Qualifications:

· Education and certification (if applicable) of personnel involved in the scope of work if awarded.

· Three references with contact information.

· Tab D – Proposed Services

· GENERAL REQUIREMENTS to include:

· Manufacturer,

· Model,

· Available warranty, and

· Timeline of installation.

· Methodology of

· Preventative maintenance,

· Emergency repairs.

· Tab E – Pricing

· Response to include pricing breakdown of:

· All associated costs as required for adherence to the GENERAL REQUIREMENTS.

· Support/Maintenance costs agreement for one-year.

· All non-recurring and recurring costs, as applicable.

· After-hour support costs.

· Repeated annual funding is contingent upon funds availability. See 3.2 Funding.

· Payment terms

Telephone and/or facsimile (Fax) and/or e-mail responses to this RFP are not acceptable. All costs and expenses related to the preparation and submittal of a response to this solicitation shall be borne by the Respondent.

Upon receipt, all submittals shall become property of Center ISD.

0. INQUIRIES AND INTERPRETATIONS

Any questions or inquiries regarding the specifications or any other aspect of this solicitation must be received by email to solicitation contact: Tina Byrnes – tina.byrnes@centerisd.org.

Responses to inquiries which directly affect an interpretation or change to this RFP will be issued in writing by addendum (amendment) posted to The District website. All such addenda issued prior to the time that proposals are received shall be considered part of the RFP, and the Respondent shall consider and acknowledge specific receipt of each in his/her proposal response. Only those replies to inquiries, which are made by formal written addenda, shall be binding. Oral and other interpretations or clarification will be without legal effect.

SECTION 3: GENERAL TERMS AND CONDITIONS

Any Contract awarded as a result of this RFP will contain the General Contract Terms listed below in Section 3.2. Subcontractors are obliged to comply with these provisions. A Sample contract to perform is provided in 3.1 for your reference.

3.1 SAMPLE: CONTRACT TO PERFORM

1. BETWEEN

Center ISD AND _________________________________

Contract No. 24-21-03

This agreement (“Contract”) is entered into by The District (“Center ISD”), located at 107 PR 605, Center, Texas, 75935 and_____________ (the “Contractor” or “Respondent”) located at ____________________, ________, ________.

Recitals Whereas, on March 21, 2024 Center ISD issued a Request for Proposal from qualified, independent respondents to ________ and on ________, 20XX issued its official response to questions (collectively “RFP”); and Whereas, Contractor submitted a proposal (Proposal) dated ____________, 20XX, in response to Center ISD RFP; and Whereas, Contractor was selected to _________________ (online student software for Center ISD).

Now Therefore, The District and Contractor hereby agree as follows:

Authority This Contract is entered into pursuant to CRF 200.320 (b)(2)(i) and Center ISD Board policy CH(LOCAL).

Services, Standards of Performance and Contract Administration Contractor shall provide the services and the deliverables described herein in the manner required by all the following documents:

1. This Contract

2. The Statement of Work

3. Exhibit A: Authorized Key Personnel List

4. Completed Proposal All the above are attached to and incorporated as part of this Contract for all purposes. All these documents constitute the Standards of Performance for this Contract.

In the case of conflicts between this Contract and any of the above exhibits, the following shall control in this order of priority:

1. This Contract

2. The Statement of Work

3. Exhibit A: Authorized Key Personnel List

4. Completed Proposal Contractor shall provide all of the above services and all reasonably related services in accordance with applicable professional standards of a Contractor providing similar services in The District geographical area. Contractor represents and warrants that it has the requisite qualifications, experience, personnel and other resources to perform in the manner required by this Contract. Center ISD shall designate a Project Manager for this Contract. The Project Manager will serve as the point of contact between The District and Contractor. Center ISD Project Manager shall supervise Center ISD’s review of Contractor’s technical work, deliverables, draft reports, the final report, payment requests, schedules, financial budget administration and similar matters. The Project Manager does not have any express or implied authority to vary the terms of the Contract, amend the Contract in any way or waive strict performance of the terms or conditions of the Contract.

3.2 General Contract Terms

1. Funding All obligations of The District is subject to the availability of legislative appropriations and, for The District expending federal funds, to the availability of the federal funds applicable to the Contract. The Respondent acknowledges that the ability of Center to make payments under the Contract is contingent upon the continued availability of funds. The Respondent further acknowledges that funds may not be specifically appropriated for the Contract and continual ability to make payments under the Contract is contingent upon the funding levels appropriated for each particular appropriation period. The District will use all reasonable efforts to ensure that such funds are available. The Respondent agrees that if future levels of funding for Center ISD are not sufficient to continue operations without any operational reductions, Center ISD, in its discretion, may terminate the Contract or a pending order under the Contract, either in whole or in part. In the event of such termination, Center ISD will not be considered to be in default or breach under the Contract, nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. Center ISD shall make best efforts to provide reasonable written advance notice to the Respondent of any such Contract or order termination. In the event of such a termination, the Respondent shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination, either on the particular order if an order is being terminated, or the Contract, if the Contract is being terminated. Center ISD shall be liable for payments limited only to the portion of work The District authorized in writing and which the Respondent has completed, delivered to The District, and which has been accepted by Center ISD. All such work shall have been completed, per the Contract requirements, prior to the effective date of termination.

2. NOGA All contracts, agreements, and lease purchases that are to be paid with federal awards for each participating party shall strictly adhere to the regulations set forth in the Financial Accountability System Resource Guide (FASRG) of the Texas Education Agency (TEA), and the Education Department General Administrative Regulations (EDGAR) of the U.S. Department of Education. These requirements include but are not limited to (RE: Code of Federal Regulations [CFR Appendix II Part 200]):

· Contract is effective upon receipt by The District of the Notice of Grant Award (NOGA)

· Awardee must maintain an award status for the duration of the grant period of availability.

· All services must be completed in the duration of the grant period of availability.

· Services must be invoiced monthly after services are received

3. NON-EXCLUSIVE CONTRACT In an effort to promote fair and open competition, The District reserves the right to award multiple contracts.

4. Personnel Contractor shall assign only qualified personnel to this Contract. On the date of Center ISD execution of this Contract, Center ISD project manager shall authorize the key personnel listed in Exhibit A of this Contract to provide services under this Contract. Contractor, in its reasonable discretion, reserves the right to substitute appropriate key personnel to accomplish its duties so long as the substituted personnel are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required. Contractor shall provide to Center ISD prior written notice and obtain written approval from Center ISD prior to any change in key personnel involved in providing services under this Contract.

5. Invoices shall be sent directly to Center ISD. Payments are processed after business office has been notified that the items have been received in good condition and installation is complete. Invoices must detail the items delivered and must reference the purchase order number for speed in processing.

6. Contract Monitoring All pricing provided in the proposal should include a specific deliverable or a set of deliverables that demonstrate successful completion of activities. All activities must have documentation to support their completion. Center ISD reserves the right to reject goods or services which do not address the deliverables stated in the contract and do not meet Center ISD quality review. Monitoring may include, but is not limited, to reviewing invoices to ensure the receipt and acceptance of goods and services per contract requirements and monitoring contracts for certain administrative reporting activities stated in the contract terms and conditions or in any special provisions. These include contractor reporting of any litigation, lobbyist activities, changes in ownership or financial status, and key changes on personnel, and monitoring agency compliance with statutes, rules, and regulations governing state agency contract and procurement activities. Center ISD expects the contractor to be responsive to requests for documentation for purposes of monitoring.

7. Vendor Performance Deficiency Non-performance of the award vendor in terms of specifications shall be a basis for the termination of award. Cancellation by The District may be made upon thirty (30) calendar days’ written notice to the awarded vendor. The District shall not pay for work, equipment, or supplies which are unsatisfactory. Vendor shall be given a reasonable opportunity (30 calendar days) before termination, to correct the deficiencies. This, however, shall in no way be construed as negating the basis for termination for non-performance.

8. Subcontractors providing services under the Contract Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Contractor. No subcontract under the Contract shall relieve Contractor of responsibility for ensuring the requested services are provided. If Contractor uses a subcontractor for any or all of the work required, the following conditions shall apply: (a) Contractors planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors. (b) Subcontracting shall be solely at Contractor’s expense. (c) Center ISD retains the right to check subcontractor’s background and approve or reject the use of submitted subcontractors. (d) Contractor shall be the sole contact for Center ISD. Contractor shall list a designated point of contact for all Center ISD inquiries.

9. Payments Prior to authorizing payment to Contractor, Center ISD shall evaluate Contractor’s performance. Contractor shall provide invoices to Center ISD for Commodities/Services provided/performed. Invoices must be submitted not later than the 15th day of the month after the Services are completed. No payment whatsoever shall be made under this contract without the prior submission of detailed, correct invoices. Subject to the foregoing, Center ISD must make all payments in accordance with the Texas Prompt Payment Act, Government Code, Chapter 2251. Payments under this Contract are subject to the availability of appropriated funds. Contractor acknowledges and agrees that payments for services provided under this Contract are contingent upon Center ISD receipt of funds appropriated by the Texas Legislature.

10. Guarantee A minimum of ninety (90) days guarantee or standard commercial warranty, whichever is greater, shall be provided on all materials. In the event of failure, the vendor agrees to repair or replace such units at no cost to Center ISD, within ten (10) working days.

11. Term and Termination This Contract shall become effective on the date signed by the appropriate official of Center ISD. Notwithstanding the termination or expiration of this Contract, the provisions of this Contract regarding confidentiality, indemnification, transition, records, right to audit and independent audit, property rights, dispute resolution, invoice and fees verification, and default shall survive the termination or expiration dates of this Contract. Center ISD may, in its sole discretion, terminate this Contract upon thirty (30) days’ written notice to Contractor. Such notice may be provided by facsimile or certified mail return receipt requested and is effective upon Contractor’s receipt. In the event of such termination, the Respondent shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. The District and/or other Customers shall be liable only for payments for any goods or services ordered from the Respondent before the termination date.

12. Rights to Invention 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.

13. 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 $150,000 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).

14. Energy Policy and Conservation Act Respondent certifies it is in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

15. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid with CFR 202 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. The Respondent represents and warrants that ordering entities’ payments to the Contractor and Contractor’s receipt of appropriated or other funds under any of this or any resulting agreement are not prohibited by Government Code §556.005 or §556.008.

16. Recovered Materials A non-Federal entity that is a state agency or agency of a political subdivision of a state 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 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; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the guidelines. 2 CFR § 200.323; 40 CFR §247

17. Prohibition of Certain Telecommunications and Video Surveillance Services and or Equipment In accordance with Public Law 115-232, Section 889(f)(1) The District is prohibited from using federal funds to procure, obtain or enter contracts for certain telecommunication and video surveillance services or equipment. Vendor certifies that it does not use any covered telecommunication equipment or services per FAR 52.204-25. If it is discovered the Vendor does use prohibited telecommunications equipment, the Vendor must follow the reporting requirements. The District reserves the right to terminate any contract any contract in whole or, from time to time, in part if The District determines that a termination is in Center ISD’s best interest. 2 CFR § 200.216

18. Termination for Convenience Pursuant to 48 CFR 52.249.2 when federal funds are expended by Center ISD reserves the right to immediately terminate any Agreement in excess of $10,000 in the event of a breach or default of the Agreement by Vendor, in the event vendor fails performance of work under any contract in whole or, from time to time, in part if The District determines that a termination is in Center ISD’s best interest. The District may terminate any resulting contract for convenience by providing (1) a statement that the contract is being terminated for the convenience of the district, (2) the effective date of termination, (3) the extent of termination, (4) any special instructions, and (5) the steps the contractor is to take to minimize the impact on personnel. Upon any notification of termination for convenience, the contractor is to (1) stop work immediately on the terminated portion of the contract, (2) terminate all subcontracts related to the terminated portion of the prime contract, (3) advise The District of any special circumstances precluding stoppage of work, (4) perform the continued portion of the contract if the termination is partial, (5) take any action necessary to protect property in the contractor’s possession in which The District has an interest, (6) notify The District of any legal proceedings growing out of any subcontract, (7) settle any subcontractor claims arising out of the termination, and (8) dispose of termination inventory as directed by the district. FAR 52.249-5

19. Termination for Cause/Default If Contractor is found to be in default under any provision of this contract, The District may cancel the contract without notice and either re-solicit or award the contract to the next best responsive and responsible Respondent. In the event of abandonment or default, Contractor will be responsible for paying damages to Center ISD including, but not limited to, re-procurement costs, and any consequential damages to The District resulting from contractor’s non-performance. The defaulting contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work unless the specification or scope of work is significantly changed. The District expressly does not waive any rights, remedies, privileges, or immunities available to it as an agency of the State of Texas or otherwise available to it under the referenced contract and under applicable law among other things, The District reserves the right to refer this matter to the Office of the Attorney General of the State of Texas for handling.

20. Termination for Non-Appropriations The award contract is subject to the appropriation of funds each fiscal year by Center ISD. The District cannot guarantee purchases obligated with federal awards. Pursuant to 2 CFR 200.339-346, the funding grant may be suspended or terminated. In the event of a termination, the Respondent will be paid for services rendered and the contract terminated effective upon notice of termination.

21. Conflict of Interest Dealings with Public Servants Affirmation: Respondent has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted response. TGC §§ 572.051(a)(1), 2155.003; 34 TAC § 20.157; 31 U.S.C. 503; 2 CFR § 200.112; 2 CFR § 200.318(c)(1)

22. E-Verify Program Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system during the term of the contract to determine the eligibility of: 1. all persons employed by Contractor to perform duties within Texas; and 2. all persons, including subcontractors, assigned by Contractor to perform work pursuant the contract within the United States of America. The Contractor shall provide, upon request of Center ISD, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed. If it is determined that Contractor has violated the certifications set forth in this Section, then (1) Contractor shall be in breach of contract, (2) Center ISD shall have the option to terminate the contract for cause without prior notice, and (3) in addition to any other rights or remedies available to Center ISD under the contract, Respondent shall be responsible for all costs incurred by Center ISD to obtain substitute services to replace the terminated contract. Executive Order RP-80: Federal E-Verify System

23. Survival of Terms Termination of the Contract for any reason shall not release the Respondent from liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including the provisions regarding confidentiality, indemnification, transition, records, audit, property rights, dispute resolution, invoice and fees verification.

24. Confidentiality and Public Information Notwithstanding any provisions of this Contract to the contrary, Contractor understands that Center ISD will comply with the Texas Public Information Act, Government Code, Chapter 552 as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. Center ISD agrees to notify Contractor in writing within a reasonable time from receipt of a request for information related to Contractor’s work under this contract. Contractor will cooperate with Center ISD in the production of documents responsive to the request. Center ISD will make a determination whether to submit a Public Information Act request to the Attorney General. Contractor will notify Center ISD within twenty-four (24) hours of receipt of any third party requests for information that was provided by The District for use in performing the Contract. This Contract and all data and other information generated or otherwise obtained in its performance may be subject to the Texas Public Information Act. Contractor agrees to maintain the confidentiality of information received from Center ISD during the performance of this Contract, including information which discloses confidential personal information particularly, but not limited to, social security numbers.

25. Insurance and Other Security Contractor represents and warrants that it will, within five (5) business days of executing this agreement, provide Center ISD with current certificates of insurance and bonding information or other proof acceptable to Center ISD of the following insurance coverage: Standard Workers Compensation Insurance covering all personnel who will provide services under this Contract; Commercial General Liability Insurance, personal injury and advertising injury with, at a minimum, the following limits: $500,000 minimum each occurrence; $1,000,000 per general aggregate. Contractor represents and warrants that all of the above coverage is with companies licensed in the state of Texas, with “A” rating from Best, and authorized to provide the corresponding coverage. Contractor also represents and warrants that all policies contain endorsements prohibiting cancellation except upon at least thirty (30) days prior written notice to Center ISD. Contractor represents and warrants that it shall maintain the above insurance coverage during the term of this Contract, and shall provide Center ISD with an executed copy of the policies immediately upon request.

26. Indemnification Acts or Omissions Contractor shall indemnify and hold harmless Center ISD, the State of Texas and any Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Contractor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE LEGAL COUNSEL FOR CENTER ISD WHEN CENTER ISD IS NAMED DEFENDANT IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM CENTER ISD. CONTRACTOR AND The District AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

27. Infringements

a. Contractor shall indemnify and hold harmless Center ISD, the State of Texas and any Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT. CONTRACTOR AND The District AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH LEGAL COUNSEL FOR CENTER ISD WHEN CENTER ISD IS NAMED DEFENDANT IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM CENTER ISD.

b. Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by:

i. use of the product or service for a purpose or in a manner for which the product or service was not designed,

ii. any modification made to the product without Contractor’s written approval,

iii. any modifications made to the product by the Contractor pursuant to Center ISD specific instructions,

iv. any intellectual property right owned by or licensed to Center ISD, or

v. any use of the product or service by Center ISD that is not in conformity with the terms of any applicable license agreement.

c. If Contractor becomes aware of an actual or potential claim, or Center ISD provides Contractor with notice of an actual or potential claim, Contractor may (or in the case of an injunction against Center ISD, shall), at Contractor’s sole option and expense;

i. procure for The District the right to continue to use the affected portion of the product or service, or

ii. modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Center ISD’s use is non-infringing.

28. Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity

a. CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR’S AND CONTRACTOR'S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. CENTER ISD, ANY CUSTOMER, AND/OR THE STATE SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO AN Center ISD EMPLOYEE OR AN EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.

b. CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS CENTER ISD, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE LEGAL COUNSEL FOR CENTER ISD, AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM CENTER ISD. CONTRACTOR AND The District AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

29. Changes In Law and Compliance with Laws Any alterations, additions, or deletions to the terms of the contract that are required by changes in federal or state law or regulations are automatically incorporated

30. Taxes Purchases made by Center ISD are exempt from the State Sales Tax and Federal Excise Tax. Center ISD will furnish Tax Exemption Certificates to Contractor prior to purchase as requested by Contractor. Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from the contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Contractor or its employees. Center ISD shall not be liable for any taxes resulting from the contract.

31. Dispute Resolution The dispute resolution process provided for in Texas Government Code, Chapter 2260 shall be used by Center ISD and Contractor to resolve any dispute arising under the Contract. The dispute resolution process provided for in Chapter 2260 shall be used, as further described herein, to attempt to resolve a claim for breach of contract asserted by the Respondent under the Contract. If the Respondent’s claim for breach of Contract cannot be resolved by the Parties in the ordinary course of business, it shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Respondent shall submit written notice, as required by Chapter 2260, to the Deputy Comptroller or his or her designee. The notice shall also be given to the individual identified in the Contract for receipt of notices. Compliance by the Respondent with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260. The contested case process provided in Chapter 2260 is the Respondent’s sole and exclusive process for seeking a remedy for an alleged breach of Contract by The District if the Parties are unable to resolve their disputes as described above. Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the Contract by The District nor any other conduct of any representative of The District relating to the Contract shall be considered a waiver of sovereign immunity to suit. For all other specific breach of contract claims or disputes under the Contract, The District and the Respondent shall first attempt to resolve them through direct discussions in a spirit of mutual cooperation. If the Parties’ attempts to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable third party to be chosen by The District and the Respondent within fifteen (15) days after written notice by one them demanding mediation under this Section. The Respondent shall pay all costs of the medication unless The District in its sole good faith discretion, approves its payment of all or part of such costs.