Klein ISD Purchasing Terms & Conditions

PART I

DEFINITIONS, TERMS, AND ACRONYMS

Term	Definition
Addendum	A document that has been issued by the District that has made material changes, modifications, or deletions of information or specifications of a Solicitation.
Agreement or Contract	A contract that has been agreed upon and signed by both the District and the Vendor.
Alternate or Substitute	A good or service substituted for another by a Vendor with approval of the Bid Specialist.
Bid	Vendor’s response to an Invitation to Bid or ITB. The term may be used to represent responses to all types of solicitations.
Bid Specialist	The Bid Specialist is the District’s approved business representative for all matters of solicitation, evaluation, award, and administration of a Contract Award. There will be only one appointed Bid Specialist at any time for each purchasing action. Vendors shall address all business/contract issues about a Contract Award to the Bid Specialist.
Conflict of Interest	A Conflict of Interest shall exist when a Vendor or any affiliated person or business entity provides goods or services under a Contract Award involving one or more personal, business, or financial interests or relationships which would cause a reasonable individual with knowledge of the relevant facts to question the integrity or impartiality of those who are or will be acting under a proposed or existing District Contract; or any other facts that exist which cause the District, at its sole discretion, to determine during the Solicitation or the performance of an existing District Contract that the Vendor obtained an unfair competitive advantage favoring the interest of the Vendor or any person with whom the Vendor has or is likely to have a personal or business relationship. Conflicts of interest are further defined in policy and state law.
Contract Award	The acceptance of a Quote, Bid or Proposal; a Purchase Order, District Contract or Agreement, or other formal notification of award issued by an authorized official of the District’s Purchasing Department.
Contract Documents	A set of documents that create an Agreement that has been agreed upon and signed by both the District and the Vendor.
Contract Term	The length of time a Contract or Agreement will be available for use by the District.
Contractor	The awarded Vendor(s) of a specific Solicitation.
CSP	Competitive Sealed Proposal. Allows for the use of the formal evaluation process and, if required by law, use of “best value” determinations for an award. Negotiations are allowed prior to the award.
Debarment	Action taken by the District which prevents a Vendor from participating in the solicitation process for a period of time, usually as a result of improper business practices on the part of the Vendor.
Deliverable	Goods or services which are required by a Contract Award to be provided to the District by a Vendor.
Discount Contract	An awarded Contract where pricing is based on a firm-fixed discount from a Vendor’s published price list, priced catalog, or other document that is published for the majority of the Vendor’s customers.
District	Klein Independent School District
District Business Days	Days the District is officially conducting business (excludes weekends, District observed holidays, etc.)
District Web Site	The official District web site, available at http://www.kleinisd.net/.
ITB	Invitation to Bid. Solicitation method used for acquiring goods or services for one-time purchases or establishing Term Contracts for acquiring goods or services with aggregate values of $50,000 or greater. This solicitation method is formal, and a legal notice is published at time of issuance. This purchasing method is normally used to establish annual contracts for District-wide goods or services, or major one-time purchases.
Klein ISD	Klein Independent School District
Line Item Contract	An awarded Contract where goods or services are specified and individually priced.
Notice of Award	A formal, written document issued by an authorized official of the District’s Purchasing Department via US Mail or Klein ISD’s E-Bid system, informing a Vendor that a Contract has been awarded to their firm based on their Solicitation Response.
Offer	Term used in conjunction with or in place of a Vendor’s Solicitation Response.
Professional Services Contract	A Contract awarded for performance of technical, professional, and/or unique services by Vendors who are typically licensed, such as medical professionals, architects, engineers, or lawyers, as described in Texas Education Code 44.031(f) or Texas Government Code Chapter 2254.
Proposal	Vendor’s response to a Competitive Sealed Proposal (CSP).
Purchase Order	Formal order for goods, materials and/or services from a Vendor; abinding commitment for the District to remit payment to the Vendor after the item(s) and/or services and an invoice are received by the District.
Quote	Vendor’s response to a Request for Quote.
RFQ	Request for Quote. Used for small dollar purchases valued at less than $50,000. Solicitation method is typically informal (e.g., phone, fax or email) and solicitation requirements are minimal (no advertisement, minimal response time, etc.). May be used for one-time purchases, or to establish low-dollar Term Contracts.
School Business Days	Days the District is officially conducting school (excludes weekends, District observed holidays, etc.)
Service Contract	An awarded Contract for performance of a service by a Vendor for a specified period of time.
Solicitation	General term used to refer to an ITB, CSP, or RFQ.
Solicitation Response	Vendor’s response to an ITB, CSP, RFQ, or other Solicitation issued by the District.
Solicitation Tabulation	Official tabulation of Solicitation Responses, issued by the Purchasing Department after Contract Award.
Subcontractor	Company or business that has contracted with the prime contractor to perform services for the District. The prime contractor is responsible to the District for the work performed by the Subcontractor. No contract will exist between the Subcontractor and the District.
Term Contract	An awarded Contract for delivery of goods or performance of services by a Vendor for a specific period of time.
Vendor	Bidder, Vendor, Offeror, Proposer, or Contractor.
Vendors of Record	The compiled bid list of Vendors for a specific Solicitation, that is to include Vendors that were selected to receive the Solicitation, and Vendors that have notified the District that they have interest in the Solicitation and are added to the initial list of Vendors.

PART II
SOLICITATION INFORMATION AND INSTRUCTIONS

1.         TYPES OF CONTRACTS. Each Solicitation will identify the type of Contract being advertised. One of the following contracting methods will typically be used, but KISD reserves the right to use any contracting method it deems to be in the best interest of the District and as permitted by law. Contractors must provide pricing information with their Solicitation Response, including but not limited to catalogs, price lists, information about discounts provided on price lists and catalogs (detail the average discount provided by the Contractor on stated prices), and any pricing examples and pricing discount schedules that need to be submitted to provide KISD with a comprehensive catalog.

1.1.      Firm-Fixed Price.

1.1.1.     All prices shall be firm fixed for the term specified in the Contract, and all extensions exercised by the District.

1.1.2.     No increases will be allowed during the contract term.

1.1.3.     Price decreases are acceptable at any time during the term of the Contract.

1.2.   Fixed-Price with a Price Adjustment Allowance.

1.2.1.     Prices shall be firm for a term specified in the Contract.

1.2.2.     Prices can be adjusted based on escalation provisions as identified in the Contract.

1.2.3.     The District reserves the sole right to evaluate the applicability of any price adjustment and accept or reject any formula included in any Solicitation Response or accept or reject any Solicitation Response containing a price adjustment proposal.

1.3.     Firm-Fixed Discount Percentage, Discount-from-List, or Cost Markup-From-List.

1.3.1.     Discount or cost mark-up shall be firm-fixed for the period specified in the Contract, but prices may vary based upon changes in a District-approved price list or other pricing document, by the method and at the frequency identified in the Contract.

1.3.2.     Used when the pricing is based on a discount or a cost-plus mark-up percentage from an established, publicly recognized price list.

1.3.3.     Prices shall be from a current Vendor’s price list or a cost-plus percentage add-on to a Vendor's distributor/producers price list.

1.3.4.     Vendor's price list shall be the current price list published and available to and recognized by the trade. A price list especially prepared for a given Solicitation will not be accepted. KISD, in its sole discretion, shall determine acceptability of price list.

1.3.5.     Unless otherwise indicated within the Solicitation, the period of acceptance shall be no earlier than ten (10) District Business Days from receipt and approval.

1.3.6.     In order for a price list to be changed, a new or amended price list must be submitted to the KISD Purchasing Department by the Vendor and approved by the KISD Buyer identified in the Solicitation within the Contract time specified prior to the requested price change. Otherwise, the last KISD-approved price list remains in effect until such time that KISD approves the price change.

1.3.7.     Prices for this type of Contract cannot be increased for 30 days after the Contract commences unless otherwise specified in the Solicitation. Price reductions shall be offered to KISD immediately upon becoming available to a Vendor.

2.         CONFLICT OF INTEREST.

2.1.      Disclosure of Certain Relationships with Local Government Officials.

2.1.1.     Any individual or business entity that does business with KISD or seeks to do business with KISD must file a Conflict of Interest Questionnaire (CIQ) with the KISD Purchasing Department in accordance with Texas Local Government Code Chapter 176, whether or not a conflict of interest exists. For more information on when a conflict of interest exists, see Form CIQ and Texas Local Government Code Chapter 176. In addition, in the event of changed circumstances, Vendor must file an updated CIQ no later than the 7th business day after Vendor becomes aware that a conflict of interest exists.

2.1.2.     The term “Vendor” includes an agent of a vendor.

2.1.3.      Forms are available at the Texas Ethics Commission's website at: https://www.ethics.state.tx.us/forms/conflict/.

2.2.      Employee.

2.2.1.     All Vendors must disclose the name of any KISD employee who owns, directly or indirectly, an interest in the Vendor’s firm or any of its branches.

2.2.2.     Failure to provide such information may be grounds for disqualification of the Bid or cancellation of a contract resulting from this Solicitation.

2.2.3.     Purchase of services or equipment from a business owned in whole or in part by a District employee shall be permitted only when approved by the Superintendent and executed through a documented competitive process.

2.2.4.     Services that would be provided by the employee as an extension of the employee's regular job responsibilities are exempted from consideration.

3.          SOLICITATION PRICING.      Vendors must identify all costs, fees, or charges for which KISD may be billed within the Vendors’ Solicitation Responses. Costs, fees, or charges not indicated in Vendors’ Solicitation Responses will not be paid. Vendors are to provide written documentation for any exceptions. KISD requires that the pricing submitted in responses be offered as a quantity one price.  KISD may request the awarded Vendor(s) to provide discounts or other adjustments to the quantity one price for larger orders, on a per-purchase order basis.  If discounts or quantity prices are offered by an awarded Vendor, the Vendor must also offer the same reductions in pricing to be available for orders of similar size. Solicitation Response prices must be firm for 180 days from Solicitation opening/bid closing date until award unless otherwise specified in the Solicitation.

4.          QUANTITIES. Any quantities listed within the Solicitation are a close approximation based on requirements and available funds. This Contract can be accessed on an “as needed” basis from a list of contracts that have been competitively bid and awarded with qualified, high performance Contractors based on the selection criteria set forth herein. Because all commodities, services, and related items will be provided on an “as needed” basis, KISD makes no guarantee, commitment, or representation of any kind, either orally or in writing, concerning quantities or amounts that will actually be purchased or used during the term of the Contract. KISD makes no guarantee or commitment of any kind regarding usage of any Contracts resulting from this Solicitation. KISD reserves the right to purchase more or less than the estimated quantities, at the current Contract price, for the term of the Agreement unless otherwise specified in the Solicitation. The good(s) and/or service(s) to be purchased under the awarded Contract, if any, may be of indefinite delivery and indefinite quantity (IDIQ).

5.           REQUEST FOR EXPLANATION / INTERPRETATION.

5.1.           Any interpretations, corrections, additions, or changes to this Solicitation will be communicated to Vendors by the issuance of an Addendum.  It is the responsibility of the Vendor, prior to submitting its Solicitation Response, to determine whether an Addendum was issued. All Vendors shall comply with the requirements specified in any Addendum issued by KISD.

5.2.           Any explanation desired by a Vendor regarding the meaning or interpretation of this Solicitation, or other questions regarding the requirements specified in this Solicitation, must be submitted in writing to the KISD Buyer identified in the Solicitation at least seven (7) District Business Days prior to the opening date, in order to allow a response to all Bidders before the submission of a Bid.

5.3.           All requests must include Vendor contact information, including email address, and information about the Solicitation to which they pertain. Failure to provide this information may delay a response from the District. The District reserves the right to inform the requester that the response to their request will be submitted through an Addendum to all interested vendors and will not be addressed directly through the requester’s request, nor will KISD answer verbal questions.

5.4.           Once a request is received, a notification of receipt by the District will be forwarded to the contact email address provided.

5.5.           KISD Purchasing Department documents are made available via the KISD eBid System to anyone who wishes to submit a Solicitation Response.  However, it shall be the responsibility of the Vendor submitting a Solicitation Response to make certain that the KISD eBid System has the appropriate company name, authorized representatives, and contact information on file for the purpose of receiving notices, changes, addenda or other critical information. The KISD Purchasing Department website is located at https://kleinisd.net/district/financial_services/Purchasing.

6.           INSURANCE FOR GOODS/SERVICES

6.1          Certificates of Insurance. Certificates of insurance showing the Bid/CSP number for each of the below listed policies, with insurance companies licensed in the State of Texas and acceptable to the District, shall be delivered to Klein ISD with the Bid/CSP documents. Copies of required Waiver of Subrogation, Additional Insured and Cancellation endorsements must be attached to the Certificates of Insurance. Such coverage shall remain in effect at all times during the term of this Contract. The Contractor shall not commence any portion of the work under this Contract until Contractor has obtained the insurance required herein and copies of certificates have been approved by the District and filed in the KISD Purchasing Department. The insurance certificates shall become a part of the Contract documents.

6.1.1          If at any time during the Contract Terms a Certificate of Insurance lapses, the Contractor shall immediately provide to the District an updated certificate.

6.1.2        The District will allow deductible policies. The Contractor shall pay the deductible amount.

6.2           Proof of Insurance. At all times during the term of this Contract, the Contractor shall provide proof of and maintain, at the sole cost of Contractor, not less than the following types and amounts of insurance coverage:

6.2.1        Workers’ Compensation as required by statutory provisions, including all states, U.S. Longshoremen, Harbor Workers, and other endorsements, and Employers’ Liability insurance with limits of $1,000,000.

6.2.2        Comprehensive General Liability providing Products, Completed Operations, Independent Contractors and Contractual Liability coverage with Aggregate, Occurrence and Personal Injury Limits of $1,000,000 each occurrence.

6.2.3         Comprehensive Automobile Liability Insurance to cover all vehicles owned by, hired by, or used on behalf of the Contractor, with combined single limit of $1,000,000 and a Medical Payment limit of $5,000.

6.3.    Waiver of Subrogation Endorsement. Waiver of Subrogation Endorsement in favor of the District, its officers, employees, and agents shall be a part of each policy for coverage listed. Required insurance coverage is specified in the Solicitation.

6.4     Additional Insured Endorsement. Additional Insured Endorsements naming the District shall be a part of each policy for each coverage listed, except for Workers’ Compensation.

6.5      Notice of Cancellation. If the Certificate of Insurance does not include such notice, a Cancellation, Non-Renewal or Material Change endorsement providing 60 days’ notice to the District must be provided, with the endorsement in favor of the District, its officers, employees, and agents.

6.6      Subcontractors. Contractor shall require all Subcontractors performing any work under or relating to this Contract to maintain coverage as specified above.

6.7      No Limitation of Liability. Neither approval of the insurance, nor the requirements shown above, shall relieve or decrease the liability of Contractor.

6.8      Certified Copies. Upon request of KISD, Contractor shall furnish certified copies of original insurance policies to KISD.

6.9      Additional Insurance. KISD reserves the right to require additional insurance should KISD deem additional insurance necessary, in KISD’s sole discretion.

7.       DELIVERY TERMS.

7.1.      All goods and/or products included in the Solicitation shall be F.O.B. (“Free on Board”) destination, unless otherwise indicated within the Solicitation.

7.2.     All goods and/or products will be considered freight prepaid and allowed, with all freight charges included in the unit price.

7.3.     If separation of the delivery costs is a necessity for bidding, the Bidder must provide a “not-to- exceed” shipping price with their response. The District will not accept a “to-be-determined” submittal. Any shipping costs submitted in addition to the unit price will be added to the unit price and considered in the evaluation process.

7.4.     The place of delivery shall be set forth in the block of the purchase order entitled "Ship To".

7.5.     The District expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the Deliverables at delivery before accepting them, and to reject defective or non-conforming Deliverables.

7.6.     Services shall be scheduled and provided/ as specified in the Solicitation or directed by the District.

8.       SAMPLE REQUIREMENTS.

8.1.      The District may require a sample of a product at any time for evaluation and testing, from a Vendor participating in a Solicitation process or a Vendor supplying items to the District under contract.

8.2.     The Vendor should not submit a sample with the Solicitation Response unless directed to do so.

8.3.     Request of Sample.

8.3.1.    If it is determined that a sample is required as part of the Solicitation process, the requirement will be issued in writing to the Vendor by the KISD Buyer.

8.3.2.   Samples must be received by the District’s Purchasing Department within five (5) District Business Days after written notification is issued, unless the notification instructs otherwise.

8.3.3.    A representative sample of the item(s) offered must be provided.

8.3.4.    The Vendor is responsible for all costs of shipping and providing the sample product to the District.

8.3.5.     Failure to provide a requested sample may disqualify the Vendor from further consideration in the awarding of the associated Solicitation.

8.3.6.     If a sample is found to not meet the Solicitation specifications or the intended purpose of the product, the Vendor will be disqualified from further consideration in the awarding of the associated Solicitation.

8.4.        Sending of Samples.

8.4.1.     A sample required by the District must be clearly marked by the Vendor with the following information:

8.4.1.1.   The word "Sample" in large print.

8.4.1.2.    The name of the company submitting the sample; and

8.4.1.3.    The number and title of the Solicitation or Contract.

8.5.       Return of Samples.

8.5.1.     Unless specifically requested by Vendor in writing at the time the sample is provided, all samples provided shall become the property of KISD.

8.5.2     If the sample is required by the Vendor to be returned, Vendor is fully responsible for any and all costs associated with the return of the sample. KISD reserves the right to require that the Vendor prepay shipping costs associated with returning a sample.

PART III
SOLICITATION RESPONSE

 Klein ISD may issue an electronic solicitation requiring an electronic response through our E-Bid system. An electronic signature and responses will be acceptable for electronic solicitations.

1.    PREPARATION OF A SOLICITATION RESPONSE. In preparation of a Solicitation Response, the Vendor shall be required to satisfy the following requirements and shall agree to the following conditions and rules:

1.1.                          Each Vendor shall furnish all information required by the Solicitation. Solicitation Responses shall be direct, concise, complete, and unambiguous. Solicitation Responses should be self-explanatory and should not require any clarification or additional information.

1.2.                          The Vendor is responsible for ensuring that KISD has the appropriate company name, authorized representatives, and contact information on file for the purpose of receiving notices, changes, addenda or other critical information. Please ensure that you respond to all documents and attachments in this Solicitation.

1.3.                          Each Vendor shall include an authorized signature:

1.3.1.         Solicitation Responses must be signed and/or submitted only by representatives of Vendor who have the authority to enter into this Contract on behalf of the Vendor.

1.3.2.        For Solicitations that have been issued in hard copy, the Solicitation Response must be signed by an authorized signer.

1.3.3         For Solicitations that have been issued in electronic form, the Solicitation Response must be electronically signed by an authorized signer. Electronic Signatures are accepted in accordance with these terms and conditions and as set forth on the E-Bid system.

1.4.                          Vendors are required to respond to all requests identified in the Solicitation and indicate their acceptance or objection to the terms of the Solicitation and the terms of the Agreement.  Any exceptions to the terms and conditions in the Solicitation or the Agreement must be clearly indicated in the appropriate section of the Vendor’s Solicitation Response.  Deviations from any terms, conditions and/or specifications shall be conspicuously noted in writing by the Vendor and shall be included with the Solicitation Response. Each Vendor shall have all erasures or other changes initialed by the authorized signer of the Solicitation Response.

1.5.                          Each Vendor, by making its response, represents that the vendor has read and understands the RFP and the Agreement.

1.6.                          Solicitation Responses submitted on other forms or with different terms or provisions may be deemed non-responsive by KISD and disqualified.

1.7.                          Unless otherwise instructed by the Solicitation, Vendors shall submit the lowest and best price,

F.O.B. destination, freight prepaid and allowed, on each item, including packaging and transportation.

1.8.                          Unit price for each solicitation unit shall be shown and such price entered in both the unit price and extended price columns of the solicitation form for each item solicited. In case of error in extension of price, the unit price will govern.

1.9.                          An unsigned Solicitation Response will be deemed non-responsive and disqualified. Solicitation Responses cannot be signed after the Solicitation opening time, even if the Vendor or a representative is present at the Solicitation opening.

1.10.                   All Solicitation Responses and accompanying samples or documents of any kind, once submitted, become the property of the District. The District is under no obligation to return any part of a Solicitation Response to a Vendor.

1.11.                   Prices in Solicitation Responses should not include tax; the District is tax-exempt.

1.12.                   When specified in the Solicitation, bidder must definitively state time of proposed delivery. Time, if stated as a number of days, will include weekends and holidays.

1.13.                   Vendor agrees to provide KISD with the following financial information if requested by KISD at any point during the Solicitation process, including before or after Contract Award: If public, the Vendor’s income statement, balance sheet, and cash flow for the past three (3) years; if private, the Vendor’s audited financial statements for the past two years (if available).  A Vendor’s failure to provide this financial information may impact the KISD administration’s recommendation to the KISD Board of Trustees for the award of the Contract.

2.    BRAND NAME AND PRODUCT NUMBER REFERENCE.

2.1.                          Product(s) considered for award shall equal or exceed the technical, environmental, and performance standards and specifications as defined within this Solicitation and further described in Part V, “Scope & Specifications.”

2.2.                          Whenever an article or material is defined by KISD in this Solicitation by describing a proprietary product or by using the name of a reference manufacturer, brand name, or stock number, the term “or equal” if not inserted shall be implied (as applicable). Any use of a reference manufacturer/ brand/ product is for brevity in establishing minimum specifications and is not intended to be restrictive. The specified article or material shall be understood as indicating type, function, minimum standard of design, efficiency and quality desired and shall not be construed as to exclude other manufactured products or comparable quality, design and efficiency (as applicable).

2.3.                          The District, in its sole discretion, shall make the final determination of acceptable substitutions.

2.4.                          If a Solicitation states the terms “No Alternatives”, “No Substitute” or “Must Match Existing” as to a certain item(s), then the District will not accept any other manufacturer’s products for that item(s).

2.5.                          The alternate manufacturer, trade and/or brand name and number must be indicated for each item bid, unless the Solicitation provides no information regarding a reference manufacturer’s product. The Bidder will be required to forward any illustrations that render the equivalency of the item. Any additional specifications must reference the corresponding line-item number.

2.6.                          Products of inferior quality (as determined in the District’s sole discretion) will be rejected.

3.    ATTACHMENTS.

3.1.                          Vendors may include attachments to describe goods or services being offered and/or to exhibit that product offered meet all written specifications; however, Vendors shall not submit samples unless requested to do so.

3.2.                          Page and paragraph numbers shall properly reference each page/paragraph of an attachment in the Solicitation Response.

3.3.                          The name of the Vendor submitting the attachment shall be prominently displayed on each page of each attachment to the Solicitation Response.

3.4.                          No terms or conditions recorded on any attachment to the Solicitation Response will be considered binding unless specifically made a part of the Solicitation Response in writing.

3.5       WARNING: Any added terms or conditions may result in disqualification of Solicitation Reponses, e.g., Solicitation Reponses subject to laws of a state other than Texas, requirements for prepayment, limitations on remedies, change in venue, etc.

4.    SITE VISITATION.

4.1.                          The Vendor shall be responsible for fully understanding the scope of the Solicitation. If applicable to the goods or services being solicited, the District recommends that Vendors visit the KISD site and make any necessary examinations, for example, examining the space, equipment to be serviced, etc.. Vendors shall obtain prior KISD Buyer approval for any such site visits. Requests for such approval must be made at least five (5) District Business Days prior to the proposed site visit date.

4.2.                          Optional pre-submittal conferences may be established by the District to allow Vendor’s access to the KISD facility that is the subject of the Solicitation. Attendance is not mandatory, but all prospective Vendors are highly encouraged to attend in order to have a better understanding of the requirements of this Solicitation.  Persons with disabilities requiring special accommodations should contact the Buyer listed in the solicitation at the phone number listed, at least two (2) business days prior to the conference.

4.3.                          Prospective Vendors shall carefully examine the venue(s), specifications, and requirements.

4.4.                          If necessary, Vendors shall secure additional information from the KISD Buyer identified in the Solicitation that may be requisite to a clear and full understanding of the work.

5.    REFERENCES.

5.1.                          If required in the Solicitation, the Vendor shall submit references of customers that have contracted with Vendor to provide like products or services. It is recommended that the Vendor submit as references school districts or other local government organizations equal to KISD in size and structure, if possible.

5.2.                          The District reserves the right to use the results of the reference check in the evaluation process. A negative reference or references may cause a Bid to be rejected.

6.    CERTIFICATIONS AND REPRESENTATIONS.

6.1.                          The Vendor shall complete, sign and provide to KISD all documents required by the Solicitation. Bids or responses to CSPs that fail to comply with any or all of the requirements shall be considered incomplete and may be disqualified.

6.2.                          Depending on the type of Solicitation, the forms that may be required include, but are not limited to:

6.2.1.                                        Felony Conviction Notice.

6.2.1.1.                                   Texas Education Code, Section 44.034 requires that a person or business entity (excluding publicly held corporations) that enters into a Contract with the 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.

6.2.1.2.                                   The 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 the Education Code or misrepresented the conduct resulting in the conviction.

6.2.1.3.                                   Vendors shall complete, execute and return as part of the Solicitation Response, the Felony Conviction Notice Form referenced in the Solicitation.

6.2.2.                                        Proposal Certification and Affirmation (Proposals only). This document must be signed by an authorized representative of Vendor who has the authority to enter into this Contract on behalf of Vendor. This document must be included with the Solicitation Response in order for the Solicitation Response to be considered. Failure to sign and submit this document will disqualify the Solicitation Response.

6.2.3.                                        Completed EDGAR certifications (if applicable)

6.2.4.                                        Notice of No-Bid Form (if applicable)

6.2.5.                                        Affidavit of Non-Collusion       

6.2.6.                   Certification of Residency

6.2.7.                   Conflict of Interest Forms

6.2.8.                   Certificate of Interested Parties – Form 1295

6.2.9.                   IRS Form W-9. The Vendor is required to submit with their Solicitation Response a current copy of an IRS Form W-9 Request for Taxpayer Identification Number and Certification to expedite the payment process if awarded a Contract. In addition, the Contractor must keep a current Form W-9 on file with KISD throughout the Term of this Contract in order to receive payment under this Contract. A copy of the form can be found at  https://www.irs.gov/pub/irs-pdf/fw9.pdf.

6.2.10.               Certificates of Insurance providing evidence of all required insurance coverage as listed above must be attached to the Bid or CSP documents.

7.    SUBMISSION OF SOLICITATION RESPONSES.

7.1.                          All Solicitation Responses shall be true and correct statements. Vendors shall have no right to claim omission or error in a Solicitation Response.

7.2.                          If directed by the Solicitation, the Vendor shall provide any and all information, certifications, forms, and documents as stated within the Solicitation. Vendor is solely responsible to ensure that all required information, certifications, forms, and documents are submitted to KISD.

7.3.                          Vendor’s Solicitation Response must contain:

7.3.1.                                        The signed cover page of the Solicitation with Vendor’s Certification (may be completed electronically as set forth on the E-Bid system for electronic Solicitations);

7.3.2.                                        The Solicitation Response form.

7.3.3.                                        Specification documents, if applicable.

7.3.4.                                        The certifications and representations as applicable.

7.3.5.                                        Any additional documents required by the Solicitation.

7.4                                Solicitation Responses shall be submitted electronically through KISD’s E-Bid system for electronic Solicitations, or otherwise enclosed in sealed envelopes and submitted by hand-delivery or by certified or registered mail, return receipt requested, addressed per the instructions in the Solicitation, with the following information on the face of the envelope: the name and address of the bidder, the title and number of the bid, and the date and hour of opening. KISD will only accept Solicitation Responses submitted by these means; Solicitation Responses submitted by any other means, including but not limited to facsimile or e-mail, will not be accepted.

7.5                                In the event that Vendor elects to submit no Solicitation Response, Vendor shall return the Solicitation marked “no bid,” unless otherwise specified in the Solicitation. Notation should be made in Vendor’s “no bid” response as to whether future solicitations for the type of contract covered by the Solicitation are desired.

7.6                                “All-or-None Bids”

 7.6.1           In some instances it is to the advantage of the Klein ISD to award the entire Contract to one vendor. Please review these materials carefully to determine if this is an "all-or-none" Solicitation. If it is, and the entire “all-or-none” document is not completed, the Bid shall be considered incomplete and may be disqualified. Vendors with questions about this requirement shall contact the Klein ISD Director of Purchasing prior to the submission of their Bid.

8.    WITHDRAWAL OF A SOLICITATION.

8.1                               Withdrawal of Bids will not be allowed for a period of 180 days following the Solicitation opening/bid closing date, unless otherwise specified in the Solicitation.

8.2                               Withdrawal of Bids prior to the deadline for submission of Bids is permitted.  A Bid that has been submitted to KISD electronically may be withdrawn in the E-Bid System prior to the submission deadline. All other Bids may be withdrawn by written notice only; such notice must be received by KISD prior to the submission deadline.

9.    SOLICITATION RESPONSE CERTIFICATION. By signing and submitting a Solicitation Response, the Vendor certifies and represents to the District that:

9.1.                          The Solicitation Response has been manually or electronically signed and submitted by an authorized representative of the company or firm submitting the bid, proposal, offer or other Solicitation Response document.

9.2.                          Neither the Vendor’s firm nor any of its individual representatives has not prepared the Solicitation Response in collusion with any other Vendor or individual; and

9.3.                          The contents of the Solicitation Response as to price, terms and conditions or other details of the Solicitation Response have not been communicated by the Vendor or by any employee or agent of the Vendor to any other person engaged in this type of business prior to the official opening of the solicitation.

10.    LATE SOLICITATION RESPONSES.

10.1.                   Potential Vendors must submit Solicitation Responses by the established deadline (day and time). KISD does not accept Solicitation Responses after the due date and time. Late Solicitation Responses will NOT be considered under any circumstances. Any Solicitation Responses received after the submittal deadline date and time will be disqualified.

10.2.                   A Solicitation Response will be considered late if the Solicitation Response is not received at the Purchasing Department Solicitation Response Desk or electronically submitted and received by KISD through its E-Bid system on or before the date and time indicated in the Solicitation.

10.3.                   The Purchasing Department will not be responsible for and no exceptions or allowances will be made for late submission due to actions of Vendor or a third-party or other issues resulting in delay, including but not limited to misrouting of a Solicitation Response within the District, delays caused by or other issues relating to the Post Office or other courier service, or technical delays or problems.

10.4.                   The official deadline date and time is determined by the Purchasing Department.

11.    OPEN RECORDS POLICY. KISD is a governmental body subject to the Texas Public Information Act.  Solicitation Responses submitted to KISD as a result of this Solicitation may be subject to release as public information after Contracts are executed or the Solicitation is terminated.  If a Vendor believes that its Solicitation Response, or parts of its Solicitation Response, may be exempted from disclosure under Texas law, the Vendor must specify page-by-page and line-by-line the parts of the Solicitation Response which it believes are exempt. In addition, the Vendor must specify which exception(s) to the Texas Public Information Act are applicable and provide detailed reasons to substantiate the exception(s).  Vague or general claims to confidentiality will not be accepted.  KISD assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Vendors.

12.    PREFERENCES. KISD may apply applicable preferences for Texas resident Vendors in the event of a tie bid.  Preferences must be explicitly claimed by Vendor and may not be applicable in Solicitations and/or Contracts involving federal funds unless the Solicitation and/or Contract involves unprocessed locally grown or locally raised agricultural products for use by KISD in a Child Nutrition Program.  See Texas Government Code §§ 2252.001 - .004; 2 C.F.R. § 200.319.

13.    RESPONSIBLE VENDOR. A responsible vendor is a Vendor who has adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the items listed herein.

14.    RESPONSIVE SUBMITTALS. Solicitation Responses shall be deemed responsive if they comply with all material and administrative aspects of this Solicitation.

15.    SOLE SOURCE. In order to become a Sole Source Vendor, a Vendor must meet the requirements of Texas Education Code § 44.031 (j) Sole Source, as described below.

15.1.                   Selected purchases may be exempt from competitive procurement if they meet the established criteria for a sole source purchase:

• Identification and confirmation that competition in providing the item or product to be purchased is precluded by the existence of a patent, copyright, secret process or monopoly
• Identification and confirmation that the product is a film, manuscript, book, utility service (including electricity, gas, or water), or a captive replacement part or component for equipment
• Sole source does not apply to mainframe data-processing equipment and peripheral attachments with a single item purchase price in excess of $15,000.

15.2.                   It is incumbent upon the School District to obtain and retain documents from the Vendor which clearly delineate the reasons that qualify the purchase to be made on a sole source basis.   In order to do business with KISD as a Sole Source Vendor, KISD must receive a notarized Sole Source Affidavit along with proof of your company qualifying as a sole source.

15.2.1.                    Please mail this information to: Klein Independent School District, Attn: Purchasing Department, 7200 Spring Cypress Road, Klein, TX 77379.

15.3.                   KISD reserves the right to decide if your company is a qualified Sole Source Vendor.

16.    INTERLOCAL COOPERATION ACT. It is the intent of KISD to allow other governmental entities, including other school districts, to “piggyback” onto any existing contract between KISD and Vendor entered into pursuant to this Solicitation. Vendor expressly agrees that KISD may disclose Vendor’s Solicitation Response, including, but not limited to, pricing information, to other governmental entities. Accordingly, as permitted under the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, and Chapter 271, Subchapter F of the Texas Local Government Code, other governmental entities that have entered into an Interlocal Agreement with KISD are authorized to enter into separate and independent contracts with Vendor that employ the same negotiated terms and conditions contained in an existing contract(s) between KISD and Vendor.  Any such separate, independent contract developed as a result of this Solicitation and/or the Contract is exclusively between such other governmental entity and Vendor and shall have no effect or impact on KISD or KISD’s contract with Vendor.  It is expressly understood that KISD shall in no way be liable for the obligations of any other governmental entity contracting with Vendor pursuant to this section.

PART IV
SOLICITATION RESPONSE EVALUATION AND AWARD

In accordance with applicable laws, rules, and regulations for public purchasing, Contract Award(s) will be made to the responsible Vendor(s) whose Solicitation Response(s) is/are determined, after evaluation by the KISD Purchasing Department, to be the best value to KISD.  To qualify for evaluation, a Solicitation Response must have been submitted on time and must materially satisfy all mandatory requirements identified in these General Provisions.

1.                                     RESERVATIONS. The District expressly reserves the right to:

1.1.    Waive minor deviations from specifications, if the District determines that overall cost of the goods or service will be lower and the overall function is improved or not impaired;

1.2.    Waive any minor formality(ies), technicality(ies), and/or deficiency(ies), including but not limited to Solicitation procedure(s), if deemed in the best interest of KISD.

1.3.    Reject any or all Solicitation Reponses.

1.4.    Cancel the Solicitation, including but not limited to cancelling the Solicitation in whole or in part by issuance of a revised or amended Solicitation.

1.5.    Reissue a Solicitation; Award one or more Contracts, in part or in whole, to a single or to multiple prospective Vendors (The decision to award multiple contracts, award only one contract, or to make no awards rests solely with KISD. KISD may make multiple awards, and this fact should be taken into consideration by each Vendor.);

1.6.    Award contracts for individual products or services as may appear advantageous, and/or to negotiate separately in any manner necessary to serve the best interests of KISD. 

1.7.    Accept, reject, or negotiate modifications in any terms of a Vendor’s Solicitation Response or any parts thereof. 

1.8.    Be the sole judge of quality and equality.

1.9.    Specify approximate quantities.

1.10.   Increase or decrease the quantity specified in the Solicitation.

1.11.   Consider and accept Alternates or Substitutes, if specified in the Solicitation, when it is considered in the best interest of the District.

1.12                      Procure any goods or services by other means; and/or

1.13                      Purchase no goods or services.

2.                                     NO RESPONSIBILITY FOR COSTS. KISD assumes no financial responsibility for any costs incurred by prospective Vendors in developing and submitting a Solicitation Response or any amendments or addenda, participating in Bid conferences, participating in any negotiation sessions or discussions, or any other costs incurred by Vendors prior to award of a Contract pursuant to this Solicitation.

3.                                     COMPETITIVE SELECTION.

3.1.    Solicitation Response Evaluation.

3.1.1.                    Solicitation Responses will be evaluated using the method set forth in Texas Education Code 44.031(b).

3.1.2.                    A committee selected by KISD will review and evaluate all Solicitation Responses and make a recommendation to the KISD Board of Trustees.  By including each of the criteria in Texas Education Code § 44.031(b), below, KISD has fulfilled Section 44.031(b)’s requirement that it “shall consider” the criteria listed in 44.031(b); in accordance with Module 5 of the TEA FASRG, KISD has determined which criteria should be considered most important and has assigned weights/points to each criterion based on how important it is.  KISD will base a recommendation for Contract Award on the following factors, in accordance with Texas Education Code § 44.031:

3.1.2.1.             Purchase price

3.1.2.2.             Reputation of the Vendor and of the Vendor's goods or services

3.1.2.3.             Quality of the Vendor's goods or services

3.1.2.4.             Extent to which the goods or services meet the District's needs

3.1.2.5.             Vendor's past relationship with the District

3.1.2.6.             The impact on the ability of the District to comply with laws and rules relating to historically underutilized businesses

3.1.2.7.             Total long-term cost to the District to acquire the Vendor's goods or services

3.1.2.8.             For a 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: (A) has its principal place of business in this state; or (B) employs at least 500 persons in this state[1] (as applicable) and

3.1.2.9.             Any other relevant evaluation criteria specifically listed in the Solicitation

3.1.3.                    It may be necessary for KISD to establish a competitive range of acceptable Solicitation Responses as part of the evaluation process. Solicitation Responses not in the competitive range are unacceptable and do not receive further consideration.

3.2.    Award.

3.2.1.                    Awards will be made to the successful Vendor(s) for the total line of products and services submitted.  Awards will be based on the criteria set forth within these General Provisions. Award will not necessarily be made to the Vendor submitting the lowest priced Offer. KISD reserves the right to award contracts to multiple Vendors if those Vendors offer items that are unique and have value to KISD.  KISD shall comply with the Texas Public Information Act in the event KISD receives an open records request for information relating to Solicitation Responses submitted in response to this Solicitation.

3.2.2.                    The District will evaluate the Solicitation Responses and may request additional information, including conducting interviews, oral presentations, negotiations, and/or any other measures deemed appropriate, in the sole discretion of the District;

3.2.3.                    After Solicitation Responses are received, KISD may make an Award without discussion with any Vendor. KISD reserves the right to conduct interviews, oral presentations, negotiations, and/or any other measures deemed appropriate, in the sole discretion of the District (if applicable), with only one, with some, or with all Vendors. Solicitation Responses should, therefore, be submitted on the most favorable terms.

4.                                     EVALUATION. The District will evaluate all Solicitations based on the following procedures:

4.1.    Objective. Objective evaluation is:

4.1.1.                    Based on set of pre-determined criteria using formulas and/or sets of ranges; and

4.1.2.                    By normal District processes, does not include the use of an evaluation team to determine the scoring.

4.2.    Subjective. Subjective evaluation is:

4.2.1.                    Based on a set of pre-determined criteria; and

4.2.2.                    By normal District processes, includes the use of an evaluation team to determine the scoring.

4.2.3.                    Discounts

4.2.3.1 Prompt-payment discounts may be included in the evaluation of bids, provided the period within which payment must be made in order to receive the offered discount is sufficient to permit payment within such period in the regular course of District business.

5.                                     AWARD OF CONTRACT.

5.1.    A Vendor’s Solicitation Response is an offer to contract with KISD based upon the terms, conditions, scope of work, and specifications contained in these General Provisions. KISD will indicate acceptance of a Vendor’s Solicitation Response by issuance of a Purchase Order, District Contract, or other form of Notice of Award to awarded Vendor(s) at the completion of the evaluation of Solicitation Responses.

5.2.    No Contract shall be executed until it has been reviewed and approved by the Board of Trustees of Klein Independent School District (“Board of Trustees”) in a duly called and posted meeting of the Board of Trustees (if Board approval is required). No Contract is formed unless and until a Solicitation Response is accepted by KISD and approved by the KISD Board of Trustees or a duly authorized KISD employee. If the Contract is issued in the form of a Purchase Order, the Purchase Order together with any other documents which the KISD Buyer has attached thereto and/or referenced as part of the Purchase Order, constitutes a Contract to purchase from the Vendor the goods and/or services indicated, subject to these General Provisions.

5.3.    No additional terms or modifications to the Purchase Order proposed by the Vendor in any acknowledgement, sales order, or other form of communication (written or oral) shall be binding on the District. The KISD Buyer’s failure to object to provisions or terms contained in any communication from the Vendor shall not be deemed a waiver of the provisions hereof or an approval of the provisions or terms therein.

5.4.    By submitting a Solicitation Response to the District to provide goods or services, Vendor acknowledges its receipt of, acceptance of, and consent to all terms and conditions contained in these General Provisions. KISD expressly objects to and rejects any terms or conditions excluded from or different from those contained in these General Provisions, whether previously or hereafter proposed in any form by Vendor, unless the KISD Buyer has expressly agreed to them in writing.

5.5.    Order of Precedence.

5.5.1.                    In the event of a conflict between or among the Contract documents, the  following hierarchy shall prevail:

5.5.1.1.             These General Provisions;

5.5.1.2.             The original Solicitation;

5.5.1.3.             Any Addenda submitted by the District prior to the opening of the Solicitation;

5.5.1.4.             The portions of the Vendor’s Solicitation Response accepted, in writing, by the District; and

5.5.1.5.             Any subsequent contractual documents agreed upon by both parties.

5.5.2.                    These General Provisions supersede any conflicting terms and/or conditions on any purchase or work orders, invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which may be issued by Vendor after the effective date of the Contract.

5.5.3.                    Vendor’s failure to accept the obligations contained in this paragraph may result in the cancellation of any award;

5.5.4.                    Vendor shall be fully responsible for the payment of any damages suffered by the District as a result of the Vendor’s failure to Contract.

5.6.    Non-Exclusive Contract. Any Contract resulting from this Solicitation is non-exclusive and shall be awarded with the understanding and agreement that it is for the sole convenience of KISD. KISD is free to have multiple Contracts for the awarded goods and services and may initiate other Solicitations or purchasing activity with other vendors at any time, in KISD’s sole discretion.

KISD reserves the right to award multiple contracts for each commodity category.  Commodity categories are established at the sole discretion of KISD.  Nothing in this Contract may be construed to imply that Contractor has the exclusive right to provide products and/or services to KISD.  During the Term of this Contract, KISD reserves the right to use all available resources to procure other products and/or services as needed and doing so will not violate any rights of Contractor.

5.7.    Partnership and/or Subcontracting. If the Vendor has joined with one or more business partners or is subcontracting any work to respond to the Solicitation, KISD reserves the right to:

5.7.1.                    Reject the Vendor’s Offer based on that/those partnerships(s) and/or Subcontractors.

5.7.2.                    Accept, at KISD’s option in its sole discretion, other Offers with partnership(s) and or Subcontractors, whether made by the same Vendor or a different Vendor(s).

5.8.    Texas Hazard Communication Act.

5.8.1.                    Prior to commencing any work, successful bidders must furnish to KISD current safety data sheets (SDS) for any “hazardous chemicals” that will be present on KISD premises in any quantity. A hazardous chemical is defined as any element, compound, or mixture of elements or compounds that is a health hazard or a physical hazard as defined by federal Occupational Safety and Health Administration (OSHA) standards. KISD shall not permit the use or presence on KISD premises of any hazardous chemical for which a current SDS has not been provided by Vendor.

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[1] As a general rule, KISD may not apply geographic preferences for procurements involving federal funds. See 2 C.F.R. § 200.319. However, KISD may apply an optional geographic preference in the procurement of unprocessed locally grown or locally raised agricultural products for use in a Child Nutrition Program. See 7 C.F.R. §§ 210 (National School Lunch Program), 215 (Special Milk Program for Children), 220 (School Breakfast Program), 225 (Summer Food Service Program), 226 (Child and Adult Care Food Program).

PART V
CONTRACT TERMS, CONDITIONS, AND REQUIREMENTS

These terms and conditions apply to all Bids and other Solicitations to which they are attached. These Contract Terms, Conditions, and Requirements are part of the final Contract in each commodity and/or service contract and are part of terms and conditions of each Purchase Order or other Bid/ Solicitation Response forms issued in connection with this Solicitation.

Contractors are responsible for identifying any exceptions to these terms and conditions.  Any exceptions must be CLEARLY noted in the Contractor’s SOLICITATION RESPONSE.  Solicitation Responses that are qualified with conditional clauses, items not called for, or other irregularities may be considered non-responsive by KISD and eliminated from further consideration by KISD. 

This Contract is entered into between Klein Independent School District (“KISD”) and Contractor, having submitted a Solicitation Response to a Solicitation issued by KISD and whose Solicitation Response has been accepted and awarded by KISD.  In consideration of the mutual covenants and conditions contained in this Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KISD and Contractor, intending to be legally bound, and subject to the terms, conditions, and provisions of this Contract, agree as follows:

1.                  GENERAL TERMS.

1.1.                          Titles. The awarded Vendor chosen by KISD shall be hereby known in this Part as “Contractor.”

1.2.                          Term of Contract.

1.2.1.                   The Contract established by the Contract Award shall be in effect from the date of the Contract Award or the commencement date stated in the Contract, whichever is later, through the expiration date stated in the Contract (hereinafter, “Term”). The phrase “Term” in this Contract shall mean the then-current Term of the Agreement, whether the initial term or a renewal term.

1.2.2.                   Any Purchase Orders dated during the Term of the Contract must be honored and fulfilled by Contractor, even if received by Contractor after the Contract expiration date. Contractor may not specify a "final order" receipt date.

1.2.3.                   Pricing is established by the date the order is submitted by KISD, unless otherwise stated in the Contract.

1.2.4.                   Term Extensions.

1.2.4.1.             All extensions will be made in writing prior to the end of the then-current Contract Term.

1.2.4.2.             Extension Types.

1.2.4.2.1.      Sole Option by the District. The choice to extend the Contract for the extension period is based solely on the determination by the District. The Contractor shall be required to honor the extension under the original terms and conditions.

1.2.4.2.2.      Option of Both Parties. The choice to extend the Contract for the extension period is based on the determination of both the District and the Contractor. If either party rejects the extension option, the Contract will be terminated at the end of the then-current Contract Term.

1.2.5.                   Short Term Contract Extension.

1.2.5.1.             If the District, in its sole discretion, determines that additional time is required to avoid a Contract lapse, it may, at its sole option, extend the Contract in 30-day increments, up to three times (for a total of 90 days), under the then-current Contract pricing, terms and conditions.

1.2.5.2.             Such short-term Contract extension will be made in writing prior to the end of the then-current Contract term.

1.2.6.                   Transitional Period. At the District’s option, there may be an additional 90-day transitional period added to the end of the initial term or any renewal term. The Contract prices, terms, and conditions shall remain in force during the transitional period, unless mutually agreed upon by both parties. Should the Contract with the Contractor terminate during the initial or any renewal term for any reason, the District reserves the right to have the same transitional period, prices, terms and conditions as if the Contract terminated at the expiration of that Term.

1.3.                          Captions. The captions herein are for convenience and identification purposes only, are not an integral part hereof, and are not to be considered in the interpretation of any part hereof.

1.4.                          Pricing.

1.4.1.                   Price Escalations. The District shall only allow price escalations within a Contract if such provisions were included by the District within the original Solicitation.  Pricing may be negotiated during the Contract renewal period (if any). In the event Contractor’s prices will be adjusted or escalated upon a renewal (if any) of the fixed-price contract awarded pursuant to this Solicitation, Contractor must indicate such in its proposal. Indicate any list price adjustment Contractor intends on providing during the Term of this Contract and on what it is based. For example: CPI, MSRP, Price List, Website Pricing.

1.4.2.                   Price Change Process. All price changes shall be presented to KISD for acceptance or rejection by KISD, in its sole discretion, using the same format as was accepted in Contractor’s Solicitation Response. All price changes for goods and/or services provided under this Contract must be approved in writing by KISD prior to taking effect. The following documentation shall be provided to support a request for a price change: justification for change/increase; terms and conditions; market conditions; manufacturers’/ distributors’ impact (if any).

1.5.                          Non-Appropriation Clause. Renewal of this Contract, if any, will be in accordance with Texas Local Government Code § 271.903 concerning non-appropriation of funds for multi-year contracts.  Notwithstanding any other provision of this Contract or obligation imposed on KISD by this Contract, KISD shall have the right to terminate this Contract without default or liability to Contractor resulting from such termination, effective as of the expiration of each budget period of KISD if it is determined by KISD, in KISD’s sole discretion, that there are insufficient funds to extend this Contract.  The parties agree that this Contract is a commitment of KISD’s current revenue only.

1.6.                          Conflict of Interest.

1.6.1.                   Any individual or business entity that does business with KISD or seeks to do business with KISD must file a Conflict of Interest Questionnaire (CIQ) with the KISD Purchasing Department in accordance with Texas Local Government Code Chapter 176, whether or not a conflict of interest exists. For more information on when a conflict of interest exists, see Form CIQ and Texas Local Government Code Chapter 176. In addition, in the event of changed circumstances, Contractor must file an updated CIQ no later than the 7th business day after Contractor becomes aware that a conflict of interest exists.

1.6.2.                   The term “Contractor” includes an agent of a Contractor.

1.6.3.                   Forms are also available at the Texas Ethics Commission's website at: https://www.ethics.state.tx.us/forms/conflict/.

1.7.                          Debarment or Suspension. The following shall be applicable to Solicitations that are funded by federal funds:

1.7.1.                   In accordance with the OMB guidelines at 2 C.F.R. 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension,” a Contract Award must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), which contains the names of parties that are suspended, debarred, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

1.7.2.                   When federal funds are expended by the District, Contractor certifies, by signature on this Contract, that during the term of an award for all Contracts by the District resulting from this Solicitation, neither the Contractor nor its principals is presently suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas.

1.7.3.                   Contractor shall immediately provide written notice to the District if at any time Contractor learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. The District may rely upon a certification of Contractor that Contractor is not debarred, suspended, ineligible, or voluntarily excluded from the covered Contract, unless the District knows the certification is erroneous.

1.8.                          Contract Kick-off Meeting.

1.8.1.                   The District reserves the right to require the Contractor(s) to attend a Contract kick-off meeting with District representatives prior to the start of any work under the Contract at a location specified by the District.

1.8.2.                   At the meeting, the District and Contractor(s) shall discuss, at a minimum, the performance requirements; service specifications; expectations of professionalism; District or school campus-specific rules, regulations, and requirements; and access issues, as needed. The District reserves the right to add discussion topics to the meeting agenda, as deemed necessary by the District in its sole discretion.

1.9.                          Periodic Performance Reviews.

1.9.1.                   Contractor agrees to use best efforts to provide the good(s) and/or service(s) subject to this Contract.

1.9.2.                   The District reserves the right to require periodic performance reviews with the Contractor(s) at any time during the Contract period. The District shall determine the format of such performance reviews, whether via in-person meeting at a location specified by the District, telephone call, video conference, or other format.

1.9.3.                   These reviews shall evaluate, at a minimum, the Contractor’s ability to:

1.9.3.1.             Provide goods or perform services within the required specifications and/or performance requirements;

1.9.3.2.             Meet the District’s schedule; and

1.9.3.3.             Perform in a professional manner.

1.9.4.                   The District reserves the right to add evaluation topics to the performance review agenda, as deemed necessary by the District in its sole discretion. Contractor shall provide all information reasonably requested by the District.

1.9.5.                   The representative of Contractor who attends such reviews shall have supervisory authority over the individuals performing work under the Contract, the authority to address District concerns, and knowledge of the Contract and work under the Contract necessary to answer District questions.

1.10.                   Usage Reports.

1.10.1.               The District shall have the right to require the Contractor to provide reports of the usage of goods or services purchased from the Contractor during the Contract Term.

1.10.2.               This right may be extended, at the District’s sole discretion, beyond the end of the Contract Term for a maximum of two years.

1.10.3.               The reports shall be in a mutually agreed upon format that is useful by the District and made available by the Contractor.

1.11.                   Rights to Work Product.

1.11.1.               All work products including any concepts, products, software, research, reports, studies, data, photographs, negatives, or other documents, drawings or materials prepared by Contractor in the performance of its obligations under this Agreement will be deemed works for hire and shall be the exclusive property of the District, the Texas Education Agency, the State of Texas, and/or the federal government, as applicable. This includes, but is not limited to, any copyrights available for the end product for any design, artwork, or custom-made product or service commissioned by the District, whether the Contractor was paid or unpaid for such commissioned work. Contractor hereby assigns all of its rights to, title to, and interest in any and all work product and all drafts thereof, including all copyright ownership rights in the work product, to the District.

1.11.2.               Contractor shall promptly deliver legible and complete versions of any and all such work product materials and any other relevant items, physical or electronic, to the District upon completion, termination, or cancellation of this Agreement, or upon request by the District.

1.11.3.               Any programs, data, or other materials furnished by the District for use by Contractor in connection with the Services performed under this Agreement will remain the District’s property.

1.11.4.               Any pre-existing programs, data, or other materials furnished and owned by Contractor for use by Contractor in connection with the Services performed under this Agreement will remain Contractor’s property.

1.12.                   Intellectual Property.

1.12.1.               Contractor represents and warrants that it has all intellectual property rights necessary to enter into and perform its obligations in this Contract.

1.12.2.               Contractor shall promptly disclose to the District all intellectual property which Contractor or Contractor’s employees, Subcontractors, or Subcontractor’s employees may produce, either solely or jointly with others, during the course of the services performed hereunder. All such intellectual property shall be the property of the District.

1.12.3.               In addition, Contractor shall promptly disclose to the District all intellectual property to which Contractor may acquire rights in connection with the performance of the services hereunder.

1.12.4.               Any disclosure under this paragraph shall contain sufficient technical detail to convey a clear understanding of the intellectual property, and shall identify any publication, sale, public use, or impending publication, as well as any additional information the District may require.

1.12.5.               Modification and Derivative Works.

1.12.5.1.         The District shall have the right, at its sole discretion, to independently modify any intellectual property produced during the course of the services for the District’s own purposes and use, through the services of its own employees or independent contractors.

1.12.5.2.   The District shall own all intellectual property rights to such modifications.

1.12.6.               Contractor shall comply with all laws and regulations relating to intellectual property. Contractor represents and warrants to the District that Contractor shall not infringe upon any intellectual property rights of any third party.

1.12.7.               Contractor shall require its employees, Subcontractors, and suppliers to execute any agreements, assignments, licenses or other instruments, and to provide any and all information related to intellectual property, as may be necessary to effectuate the provisions of this Contract.

1.13.                   Gratuities and Bribes.

1.13.1.               In accordance with federal EDGAR requirements, 2 CFR § 200.318(c)(1), no employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.

1.13.2.               The officers, employees, and agents of the District may neither solicit nor accept gratuities, bribes, favors, or anything of monetary value from Contractors or parties to subcontracts. However, through the District’s written procedures, the District has set a de minimis amount of less than $100 per year, in the aggregate (or less than $50 for any single item) for items that are unsolicited.

1.13.3.               Violations of this standard by a District employee will be reported to the Superintendent’s office and addressed through KISD’s personnel policies. Violations of this standard by a District officer or the District Superintendent shall be addressed to the Board President and addressed through KISD Board policies.

1.13.4.               The District may, by written notice to the Contractor, immediately cancel a Contract without penalty and without further liability or obligation, monetary or otherwise, to the Contractor if it is determined by the District, in its sole discretion, that any gratuity, bribe, favor, or anything of monetary value was offered or given by the Contractor or any principal, agent, or awarding representative of the Contractor to any officer, employee, or agent of the District with a view toward securing the Contract or securing favorable treatment with respect to the amending or the making of any determinations regarding the performance of the Contract.

1.13.5.               In the event the Contract is canceled by the District pursuant to this provision, the District shall be entitled, in addition to all other rights and remedies to which it is entitled, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuity, bribe, favor, or item of monetary value.

1.14.                   Delays by the District. The District shall have the right to delay a scheduled delivery or other service performance date(s) by written notice to the Contractor, if the District deems it is in the District’s best interest.

1.15.                   Delays by the Contractor.

1.15.1.               Contractor shall deliver the goods or services procured on this Contract to the KISD Department issuing a Purchase Order.  If a Contractor foresees the delay of a scheduled delivery of a product or other service performance date, Contractor shall give timely notice to the District. If delivery is not or cannot be made within the proper time period, Contractor must request authorization from the District for the delayed delivery.

1.15.2.               The District may extend the delivery or service date for reasons it deems, in its sole discretion, to be valid and acceptable.

1.15.3.               The Contractor must provide periodic updates to the District regarding the status of the delivery of goods and/or provision of services hereunder. In addition, the Contractor must provide any other information the District reasonably requests.

1.15.4.               If a Contractor delay will create a burden on the District, the District reserves the right to use any other means available to secure the goods or services outside the Contract and may, at the District’s sole option, choose to terminate the Contract pursuant to the terms stated herein.

1.16.                   Warranties and Remedies.

1.16.1.               Price

1.16.1.1.         The Contractor warrants that the prices offered to the District hereunder are no higher than the Contractor's current prices on orders by others for like Deliverables under similar terms of purchase.

1.16.1.2.         The Contractor warrants that the prices in the Solicitation Response have been arrived at independently without consultation, communication, or agreement with any other firm or with any competitor for the purpose of restricting competition. Contractor is required to certify a Non-Collusion Statement in which Contractor is required to state: the party submitting a response; that such response is genuine and not collusive or sham; that Contractor has not colluded, conspired, connived or agreed, directly or indirectly, with an entity or person, to put in a sham response or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person, to fix the response price or of any other contractor, or to fix any overhead, profit or cost element of said response price, or of that of any other contractor, or to secure any advantage against KISD or any person interested in the proposed Contract; and that all statements in said response are true. Contractor may be disqualified before or after the Solicitation Responses are unsealed, upon evidence of collusion with the intent to defraud, or evidence of intent to perform other illegal activities for the purpose of obtaining an unfair competitive advantage.

1.16.1.3.   In addition to any other remedy available, the District may deduct from any amounts owed to the Contractor, or otherwise recover from Contractor, any amounts paid for items or services in excess of the Contractor's current prices on orders by others for like Deliverables under similar terms of purchase.

1.16.2.               Title.

1.16.2.1.   The Contractor warrants that it has valid title to all Deliverables furnished under the Contract, and that the Deliverables are free and clear of all liens, claims, security interests, and encumbrances.

1.16.2.2.         The Contractor shall indemnify and hold the District harmless from and against all adverse title claims to the Deliverables.

1.16.3.               Deliverables.

1.16.3.1.         The Contractor warrants and represents that all Deliverables (including goods and/or services) provided by Contractor under the Contract are free from defects in material, design, workmanship, or manufacture. Contractor warrants that all goods and/or services furnished under the Contract conform in all respects to the terms of this Contract, including any specifications, drawings, standards, or descriptions incorporated herein, including, without limitation, those detailed in the Solicitation issued by KISD; any samples furnished by the Contractor; the terms, covenants and conditions of the Contract; and all applicable State, Federal and local laws, rules, and regulations, and industry codes and standards. In addition, Contractor warrants that the goods and/or services are suitable for and will perform in accordance with the purposes for which they are intended.  Contractor shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the vendor or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Contractor, or the Solicitation issued by KISD.

1.16.3.2.         Unless otherwise stated in the Solicitation, the Deliverables shall be new or recycled merchandise, and not used or reconditioned. Recycled Deliverables shall be clearly identified as such.

1.16.4.               Warranty Period.

1.16.4.1.         Unless otherwise specified in the Contract, the warranty period shall be at least one (1) year from the later of KISD’s acceptance of the goods or services or payment of the applicable invoice.

1.16.4.2.   If the manufacturer’s warranty is less than the required warranty period, the Contractor shall warrant the Deliverable to the full extent for the warranty period provided by the manufacturer.

1.16.4.3.         If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand by KISD resupply the goods or perform the services again in accordance with the above standard at no additional cost to the District.

1.16.4.4.         All costs incidental to such repair, replacement, or re-performance, including but not limited to, all packaging and shipping costs, shall be borne exclusively by the Contractor.

1.16.4.5.         The District will endeavor to give the Contractor written notice of the breach of warranty within thirty (30) days of discovery of the breach of warranty, but failure to give timely notice shall not impair, impede, or limit the District's rights under this section.

1.16.5.               Failure to Repair or Replace. If the Contractor is unable or unwilling to repair or replace defective or non-conforming Deliverables as required by the District, then in addition to any other remedy available to the District, the District may reduce the quantity of Deliverables it is obligated to purchase under the Contract from the Contractor and purchase conforming Deliverables from other sources. In such event, the Contractor shall pay to the District upon demand the increased cost, if any, incurred by the District to procure such Deliverables from other sources.

1.16.6.               Damage Assessment.

1.16.6.1.         If Contractor is in default on an order, the District reserves the right to purchase the goods and/or services in default from other sources and to charge the increase in price, if any, and all additional costs associated with procuring such goods and/or services from other sources, including but not limited to shipping and handling, to the Contractor.

1.16.6.2.         Failure by Contractor to pay such a damage assessment shall be cause for Contract cancellation and/or debarment of the Contractor from the District’s Solicitation list for a minimum of one (1) year, in the District’s sole discretion.

1.16.7.               Transfer of Manufacturer’s Warranty.

1.16.7.1.         If the Contractor is not the manufacturer of the Deliverables, and the Deliverables are covered by a separate manufacturer's warranty, the Contractor shall promptly transfer and assign such manufacturer's warranty to the District.

1.16.7.2.         If, for any reason, the manufacturer's warranty cannot be fully transferred to the District, the Contractor shall assist and cooperate with the District to the fullest extent to enforce such manufacturer's warranty for the benefit of the District.

1.16.8.               Services. The Contractor warrants and represents that all services to be provided to the District under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and Practices; the terms, conditions, and covenants of the Contract; and all applicable Federal, State and local laws, statutes, ordinances, standards, orders, rules, and regulations.

1.16.9.               Limitation of Warranty. The Contractor shall not limit, exclude, or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect.

1.16.10.        Delivery of Goods or Performance of Services. If the Contractor is unable or unwilling to deliver goods and/or perform services in accordance with the terms of the Contract, then in addition to any other remedy available to the District, the District may reduce the amount owed to the Contractor under the Contract and purchase conforming goods and/or services from other sources. In such event, the Contractor shall pay to the District upon demand the increased cost, if any, incurred by the District to procure such goods and/or services from other sources.

1.17.                   KISD Property. In the event of loss, damage, or destruction of any property owned by or loaned by KISD that is caused by Contractor or Contractor’s representative, agent, employee, or contractor, Contractor shall indemnify KISD and pay to KISD the full value of or the full cost of repair or replacement of such property, whichever is greater, within thirty (30) days of Contractor’s receipt of written notice of KISD’s determination of the amount due.  If Contractor fails to make timely payment, KISD may obtain such money from Contractor by any means permitted by law, including, without limitation, offset or counterclaim against any money otherwise due to Contractor by KISD.

1.18.                   Indemnification.

1.18.1.               The District shall not be required to indemnify and hold harmless the Contractor and its agents and employees.

1.18.2.               TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR shall indemnify and hold HARMLESS KISD AND ITS AGENTS, EMPLOYEES, AND TRUSTEES from all claims, LOSSES, liabilities, costs, suits of law or in equity, expenses, INCLUDING BUT NOT LIMITED TO attorneys’ fees, fines, penalties, AND damages arising OUT OF OR RESULTING from the acts or omissions of CONTRACTOR, CONTRACTor’s employees, agents, or subcontractors, in connection with this CONTRACT, REGARDLESS OF WHETHER OR NOT They ARE CAUSED BY A PARTY INDEMNIFIED HEREUNDER AND including, without limitation, those arising from claimed infringement of any patents, trademarks, copyright or other corresponding right(s) which is related to any item CONTRACTor is required to deliver. Contractor’s obligations under this paragraph shall survive acceptance and payment by KISD and shall not be construed to negate, abridge, or otherwise reduce any other obligation of indemnity which Contractor, Contractor’s employees, agents, or Subcontractors would otherwise have.

1.18.3.               In any and all claims against the District or any of its agents, employees, or trustees by any employee of the Contractor, anyone directly or indirectly employed by Contractor, or anyone for whose acts Contractor may be liable, the Contractor’s indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor under workers’ compensation acts, disability benefits acts or other employee benefit acts.

1.19.                   Invoices and Payment. Invoices shall be mailed to KISD’s Accounts Payable at AccountsPayable@kleinisd.net.  All invoices shall be itemized to include the type of good(s) and/or service(s) rendered. Contractor shall submit invoices within a timely manner during KISD’s fiscal year in which the good(s) and/or service(s) are purchased.

1.19.1.               The Contractor shall submit separate invoices in duplicate on each Contract Award after each delivery of goods or completion of service. If the District authorizes partial shipments or deliveries, such authorization will be shown on the Purchase Order, and a separate invoice must be sent for each shipment or delivery made. Invoices must be mailed, not enclosed with merchandise.

1.19.2.               Invoices shall indicate the Purchase Order or Contract number and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, if applicable, shall be attached to the invoice.

1.19.3.               Taxes

1.19.3.1.         Taxes shall not be included in the invoiced amount. The District is tax-exempt, is not liable for taxes, and shall not pay taxes for goods and/or services provided under this Contract. Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, without limitation, any federal, state, or local income, sales, or excise taxes of Contractor or its employees.  KISD shall not be liable for any taxes resulting from this Contract. KISD is a political subdivision of the State. The District will furnish a tax exemption certificate upon request.

1.19.3.2.         Contractor and all Subcontractor(s) of Contractor shall pay all federal, state, and local taxes applicable to their operation and any persons employed by Contractor and all Subcontractors of Contractor. Contractor shall require all Subcontractors to hold KISD harmless from any responsibility for taxes, damages, and interest. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs including, but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation, shall be the sole responsibility of Contractor.

1.19.4.               In accordance with Texas Government Code § 2251.021, payments are due to Contractor within forty-five (45) days after the later of the following:  (1) the date KISD receives the goods under the Contract; (2)  the date the performance of the service under the Contract is completed;  or (3)  the date KISD receives an invoice for the goods or service. All valid and complete invoices received by the District will be paid according to the above-described schedule.

1.19.5.               Contractor agrees to pay any Subcontractors, if any, the appropriate share of the payment received from KISD not later than the tenth (10th) day after the date Contractor receives the payment from KISD. 

1.19.6.               The exceptions to payments made by KISD and/or Contractor listed in Texas Government Code § 2251.002 shall apply to this Contract.

1.19.7.               In addition to all other rights and remedies that KISD may have, KISD shall have the right to setoff, against any and all amounts due to Contractor by KISD, whether due under this Contract or any other agreement between KISD (including any department of KISD) and Contractor, any sums to which KISD is entitled under this Contract, as determined by KISD in its sole discretion, including, without limitation, sums due by Contractor to KISD as a result of indemnification obligations and/or warranty claims, as applicable.

1.20.                   Right to Assurance.

1.20.1.               Whenever one party to the Contract Award in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform.

1.20.2.               In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract Award, which entitles the demanding party to terminate the Contract in accordance with the provisions herein.

1.21.                   Advertising. The Contractor shall not advertise or publish, without the District's prior written consent, the fact that the District has entered into a Contract with Contractor.

2.                  CONTRACT AGREEMENTS.

2.1.                          Inclusions. For purposes of this paragraph, the word “Contract” shall include any and all Contract Awards, Purchase Orders, and/or Service Contracts issued by KISD as a result of this Solicitation, including any attachments thereto and/or documents referenced therein, including these General Provisions.

2.2.                          Entire Agreement. This Contract, the Solicitation issued by KISD, Contractor’s Solicitation Response, and the attached and incorporated addendum or exhibits, including the completed Vendor Packet (including all required state, federal, and/or local certifications and provisions therein), contain the entire agreement of the parties relative to the purpose(s) of the Contract and supersede any other representations, agreements, arrangements, offers, negotiations, exceptions, or understanding, oral or written, between the parties to this Contract. In the event of a conflict between or among the documents that form the Contract, the following order of precedence shall control: (1) this Contract; (2) the completed Vendor Packet (including all required state, federal, and/or local certifications and provisions therein), (3) the Solicitation issued by KISD; (4) Contractor’s Solicitation Response..  These General Provisions supersede any conflicting terms and conditions on any purchase or work orders, invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which may be issued by Contractor after the effective date of this Agreement.

2.3.                          Interpretation.

2.3.1.                   No prior arrangements, past performance, or oral agreements between the Contractor and the District, or any other factors or information, shall be relevant to supplement or explain any term used in the Contract Documents.

2.3.2.                   Contractor agrees that the normal rules of construction that require that any ambiguities in this Contract are to be construed against the drafter shall not be employed in the interpretation of this Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the Contractor and the District that all provisions be construed in a manner that reads no provisions more strictly against one party or the other.

2.4.                          Governing Law and Venue.

2.4.1.                   The laws of the State of Texas, without regard to its provisions on conflicts of laws, govern this Agreement.  The mandatory, exclusive jurisdiction for any dispute under this Agreement is in the state and federal courts located in Houston, Harris County, Texas.

2.4.2.                   The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the District to seek and secure injunctive relief from any competent authority as contemplated herein.

2.5.                          Modifications/Amendments.

2.5.1.                   The Contract shall not be modified or amended unless first approved in writing by KISD, and no such modifications or amendments shall have any effect unless and until: (1) a written amendment to this Contract is executed by KISD’s Superintendent or their designees, after any necessary approvals have been obtained from the KISD Board of Trustees, and (2) such amendment is executed by Contractor.

2.5.2.                   The terms of this Contract shall govern all procurements conducted hereunder. No pre-printed or similar terms on any Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract.

2.6.                          Equal Opportunity. It is the policy of KISD not to discriminate on the basis of race, color, National origin, gender, limited English proficiency or handicapping conditions in its programs. Contractor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry.  Contractor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified, binding upon each Subcontractor.  Breach of this covenant may be regarded as a material breach of the Contract.

2.7.                          Prevailing Wage Rates. Contractor and all Subcontractors of Contractor shall comply with all laws regarding wage rates including, but not limited to, Texas Government Code Chapter 2258 and any related federal requirements applicable to this Contract and to this Solicitation by KISD.

2.8.                          Force Majeure. Neither KISD nor Contractor shall be deemed to have breached any provision of this Contract as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond such party’s control.

The parties to this Contract are required to use due caution and preventive measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. The party seeking relief due to force majeure is required to promptly notify the other party in writing, citing the details of the force majeure event and relief sought, and shall resume performance immediately after the obstacles to performance caused by a force majeure event have been removed, provided the Contract has not been terminated.  Delay or failure of performance, by either party to this Contract, caused solely by a force majeure event, shall be excused for the period of delay caused solely by the force majeure event. Neither party shall have any claim for damages against the other resulting from delays caused solely by force majeure.  Notwithstanding any other provision of this Contract, in the event the Contractor’s performance of its obligations under this Contract is delayed or stopped by a force majeure event, KISD shall have the option to terminate this Contract.  This section shall not be interpreted as to limit or otherwise modify any of KISD’s contractual, legal, or equitable rights.

2.9.                          No Agency or Endorsements. KISD and Contractor are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other party.  This Contract shall not be construed or deemed an endorsement of a specific company or product.  It is the intention of the parties that Contractor is independent of KISD and is not an employee, agent, joint venturer, or partner of KISD, and nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between KISD and Contractor or KISD and any of Contractor’s agents.  Contractor agrees that KISD has no responsibility for any conduct of any of Contractor’s employees, agents, representatives, contractors, or subcontractors.

2.10.                   Severability. In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

2.11.                   Software Maintenance. Maintenance, support, hosting, and other services associated with software purchased pursuant to this Solicitation may be renewed on an annual basis indefinitely, in Klein ISD’s sole discretion, subject to appropriation of sufficient funding for such services in Klein ISD’s annual budget and any necessary approvals by Klein ISD’s administration and Board of Trustees.

2.12.                   Customer Support. Contractor shall provide timely and accurate technical advice and sales support to KISD and KISD staff.  Contractor shall respond to requests for customer support within one (1) business day after receipt of the request. Contractor shall provide training to KISD staff regarding products and/or services supplied by Contractor, at no additional charge, if requested by KISD.

2.13.                   Termination of Contract. This Contract shall remain in effect until (1) the Contract expires by its terms or (2) the Contract is terminated by mutual agreement of KISD and Contractor. 

2.13.1.               Termination for Default. In the event of a breach or default of the Agreement and/or the Solicitation by the Contractor, the District shall have the right to enforce the performance of the Contract and/or the Solicitation in any manner prescribed by law or deemed to be in the best interest of KISD.  The District further reserves the right to terminate the Contract immediately, in whole or in part, for cause, including but not limited to Contractor’s failure to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in this Contract, the Solicitation, and/or a purchase or work order; (2) make any payments owed; or (3) otherwise perform in accordance with this Contract and/or the Solicitation.

2.13.1.1.         The District also reserves the right to terminate the Contract immediately, with written notice to Contractor, if KISD believes, in its sole discretion, that it is in the best interest of KISD to do so.

2.13.1.2.         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 breach or default, including, without limitation, cost of recovery, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate.

2.13.1.3.         Additionally, in the event of a default by the Contractor, the District may debar the Contractor from the District's vendor list.

2.13.1.4.         Contractor agrees that KISD shall not be liable for damages in the event that KISD declares Contractor to be in default or breach of this Contract and/or the Solicitation. 

2.13.1.5.         All rights and remedies under this paragraph are cumulative and are not exclusive of any other right or remedy provided to KISD by law.

2.13.1.6.         Contractor agrees that upon termination of the Contract for any reason, Contractor shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or contractor.

2.13.2.               Termination for Convenience.

2.13.2.1.         The District shall have the right to terminate the Contract, in whole or in part, for its own convenience and without cause at 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, with such exceptions, if any, specified in the notice of termination.

2.13.2.2.         In the event the District terminates this Contract for convenience, the District will pay the Contractor, to the extent possible using funds appropriated or otherwise legally available for such purposes, for all goods delivered and accepted, services performed and accepted, and obligations incurred by KISD prior to the date of termination in accordance with the terms hereof.

2.13.3.               Termination Pursuant to Tex. Gov’t Code 552. If Contractor is not a governmental body and (a) this Contract has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by KISD; or (b) this Contract results in the expenditure of at least $1 million in public funds for the purchase of goods or services by KISD in a fiscal year of KISD, the following certification shall apply; otherwise, this certification is not required.  As required by Tex. Gov’t Code § 552.374(b), the following statement is included in the Contract (unless the Contract is (1) related to the purchase or underwriting of a public security; (2) is or may be used as collateral on a loan; or (3) proceeds from which are used to pay debt service of a public security of loan): “The requirements of Subchapter J, Chapter 552, Government Code, may apply to this RFP and Agreement and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.”  Pursuant to Subchapter J, Chapter 552, Texas Government Code, the Contractor hereby certifies and agrees to (1) preserve all contracting information related to this Contract as provided by the records retention requirements applicable to KISD for the duration of the Contract; (2) promptly provide to KISD any contracting information related to the Contract that is in the custody or possession of the Contractor on request of KISD; and (3) on completion of the Contract, either (a) provide at no cost to KISD all contracting information related to the Contract that is in the custody or possession of Contractor, or (b) preserve the contracting information related to the Contract as provided by the records retention requirements applicable to KISD.

2.14.                   Penalties. If Contractor is unable to provide the goods and/or services at the prices quoted in Contractor’s Solicitation Response or if Contractor fails to fulfill or abide by the terms and conditions of the Contract, KISD may take the following action(s), in KISD’s sole discretion, and Contractor agrees to comply with KISD’s action(s):

(a)    insist that Contractor honor the quoted price(s) specified in Contractor’s response;

(b)    have Contractor pay the difference between Contractor’s price and the price of the next acceptable response (as determined by KISD);

(c)     have Contractor pay the difference between Contractor’s price and the actual purchase price of the good and/or service on the open market; and/or

(d)    recommend to KISD’s Board of Trustees that Contractor no longer be given the opportunity to submit a Solicitation Response to KISD and/or that this Contract be terminated.

 2.15.                   Performance and Payment Bonds. Contractor agrees to provide performance bonds and/or payment bonds as required by Texas law on specified contracts and/or projects, as applicable.  KISD will include the performance and payment bonds requirement in the specifications section of any Solicitation if performance bonds and/or payment bonds are required.

2.16.                   No Assignment or Delegation; No Third-Party Beneficiaries; Material Changes in Operations.

2.16.1.               The Contract shall be binding upon and for the mutual benefit of the District and the Contractor and their respective successors and assigns, provided however, that neither the Contract, nor any right or interest in the Contract, nor any duty or obligation under the Contract, shall be assigned or delegated by the Contractor without the prior written consent of the District.

2.16.2.               Any attempted assignment or delegation by the Contractor shall be null and void unless made in conformity with this paragraph.

2.16.3.               Any purchase or work order made as a result of this Contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by Contractor without the prior written consent of the District.

2.16.4.               The Contract is not intended to confer rights or benefits on any person, firm, or entity not a party hereto; it being the intention of the parties that there are no third-party beneficiaries to the Contract.

2.16.5.               Contractor is required to notify KISD when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) KISD business days of such change. If the Contractor sells its business and the Contract is conveyed to another business entity in the purchase, the Contractor shall provide the District with official documentation of the sale that is legally recognized in a State of Texas court of law, or a public announcement stating the terms of the purchase, within three (3) KISD business days of the sale.

2.17.                   Waiver. No failure on the part of either party at any time to require the performance by the other party of any term hereof shall be taken or held to be a waiver of such term or in any way affect such party’s right to enforce such term, and no waiver on the part of either party of any term hereof shall be taken or held to be a waiver of any other term hereof or the breach thereof.  No waiver, alteration, or modification of any of the provisions of this Contract shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

2.18.                   Notice. Any notice provided under the terms of this Agreement by either party to the other shall be in writing and shall be given by hand-delivery or by certified or registered mail, return receipt requested. Notice shall be sufficient if made or addressed to the address listed in the signature line of this Agreement.  Notice shall be deemed effective upon receipt.  Each party may change the address at which notice may be sent to that party by giving notice of such change to the other party by certified or registered mail, return receipt requested.

2.19.                   Confidentiality. Contractor and KISD agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations.  Contractor and KISD understand that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information and agree to abide by FERPA rules and regulations, as applicable.  Contractor also acknowledges that KISD is subject to the Texas Public Information Act, and Contractor waives any claim against and releases from liability KISD, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created, assembled, maintained, or held by Contractor and determined by KISD, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act.

2.20.                   Records Retention. Contractor shall maintain its records and accounts in a manner that shall assure a full accounting for all goods and/or services provided by Contractor to KISD under this Contract.  These records and accounts shall be retained by Contractor and made available for audit by KISD for a period of not less than three (3) years from the date of completion of the services, receipt of the goods, or the date of the receipt by KISD of Contractor’s final invoice or claim for payment in connection with this Contract, whichever is later.  If an audit has been announced, Contractor shall retain its records and accounts until such audit has been completed.

When federal funds are expended by KISD pursuant to this Contract, Contractor certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334.  Contractor further certifies that Contractor will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

2.21.                   Certificate of Interested Parties (Form 1295) (Must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed, and attached to Contractor’s Solicitation Response).

KISD is required to comply with HB 1295, which amended the Texas Government Code by adding Section 2252.908, Disclosure of Interested Parties. Section 2252.908 applies to a contract of KISD that (1) requires an action or vote by the KISD Board of Trustees before the contract may be signed; (2) has a value of at least $1 million; or (3) is for services that would require a person to register as a lobbyist under Tex. Gov’t Code Chapter 305.  If applicable, the business entity must submit a Disclosure of Interested Parties (Form 1295) to KISD at the time business entity submits the signed contract.  The Form 1295 requirement does not apply to: (1) a contract with a publicly traded business entity or wholly owned subsidiary of the same; (2) an electric utility; or (3) a gas utility. 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:

“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).

“Interested Party” means a person: (a) who has a controlling interest in a business entity with whom KISD 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).

“Controlling Interest” means (1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; (2) 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 (3) 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. Subsection (c) does not apply to an officer of a publicly held business entity or its wholly owned subsidiaries.  Tex. Ethics Comm. Rule 46.3(c).

“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 Contractors must electronically complete, print, sign, and submit Form 1295 with their Solicitation Responses, even if no interested parties exist.

Contractors 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/whatsnew/elf_info_form1295.htm. All Contractors must complete Form 1295, even if no interested parties exist. In Section 2, insert “Klein Independent School District.” In Section 3, insert the KISD Solicitation number to which Contractor is submitting its Solicitation Response. Contractors must print a copy of the completed form, ensuring that it includes a computer-generated certification number in the “Office Use Only” box. The Form 1295 must be signed by an authorized agent of the business entity. The completed Form 1295 must be submitted to KISD by attaching the completed form to the Contractor’s Solicitation Response.

KISD 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 receipt. After KISD acknowledges the Form 1295, the Texas Ethics Commission will post the completed Form 1295 to its website with seven business days after receiving notice from KISD.

2.22.                   Compliance with Laws. Contractor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations, the Davis-Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5), the Copeland “Anti-Kickback” Act (18 U.S.C. § 874 / 29 CFR Part 5), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), the McNamara-O’Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h, Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15), the Contract Work Hours and Safety Act (40 U.S.C. § 3701-3708; 29 C.F.R. Part 5),  the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), the Education Department General Administrative Regulations, 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81 (“EDGAR”), mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), and all applicable requirements and regulations, including those related to reporting, patent rights, copyrights, data rights and those mandated by federal agencies making awards of federal funds to KISD. Contractor understands that Contractor is ineligible to receive a contract award with KISD if Contractor or its principal(s) is listed on the government wide exclusions in the System for Award Management (Debarment and Suspension Orders Executive Orders 12549 and 12689). When required or requested by KISD, Contractor shall furnish KISD with satisfactory proof of Contractor’s compliance with this provision.

3.                  GOODS-RELATED CONTRACTS.

3.1.                          General.

3.1.1.                   After a Contract has been awarded, Contractor shall deliver the goods procured on the Contract to the required destination(s) upon issuance and as outlined in a KISD-issued Purchase Order. The conforming product(s) shall be delivered within the number of District Business Days identified within the Solicitation after receipt of order (ARO).

3.1.1.1.             Contractor shall ship ordered products within seven (7) working days for available goods and within four (4) to six (6) weeks for special-order items after the receipt of the Purchase Order, unless otherwise previously agreed to, in writing, by KISD.  If a product cannot be shipped within that timeframe, Contractor shall notify KISD of the reasons why the product has not shipped and shall provide an estimated shipping date, if applicable.  KISD may cancel the order if the estimated shipping time is not acceptable to KISD, in its sole discretion.

3.1.1.2.             The required destination location within the District may vary from order to order, and some orders may require delivery to multiple destination locations within the District for different items. Contractor agrees to ensure delivery is made to the correct District location for each order and item, as applicable.

3.1.2.                   Whenever KISD is purchasing (and not leasing) an item under this Contract, title and risk of loss shall pass upon the later of KISD’s acceptance of the item or payment of the applicable invoice.

3.1.3.                   All deliveries under this Contract shall be delivered: Freight Prepaid, F.O.B. Destination, Full Freight Allowed (Inside Delivery), Klein Independent School District, Klein, TX unless otherwise specified within the Contract and shall be included in all pricing in Contractor’s Solicitation Response unless otherwise clearly stated in writing in Contractor’s Solicitation Response.

3.2.                          Hours for Delivery.

3.2.1.                   Delivery of all goods shall be made during the normal working hours of the District department where goods are to be delivered, listed below, unless prior approval for after-hours delivery has been obtained from the District.

3.2.1.1.             All Schools. Deliveries shall be made to schools between 9:00 AM and 3:00 PM on District School Days.

3.2.1.2.             District Distribution Center (Warehouse) and Other Facilities. Deliveries shall be made to the District distribution center (warehouse) and other District facilities between 7:30 AM and 4:00 PM on District Business Days.

3.2.2.                   For larger orders or deliveries requiring large trucks, the Contractor shall notify the receiving department at least two (2) District Business Days prior to arrival.

3.3.                          Inside Delivery. The Contractor shall make inside deliveries within a facility to a location determined by the District if required within the Solicitation, Contract, and/or Purchase Order.

3.4.                          Expedited Deliveries.

3.4.1.                   In case of a need for an expedited delivery by the District, the District shall request that the Contractor supply the needed material immediately and using expedited shipping options, if possible.

3.4.2.                   If the Contractor is able to supply the needed material immediately, the Contractor shall promptly provide the District with a quote for the cost of expedited shipping. If the District approves the quote, the Contractor shall proceed with expedited shipping, and the District shall be responsible for paying the expedited shipping cost.

3.4.3.                   If the Contractor cannot provide the needed material on the timeline required by the District or if the District does not approve the expedited shipping quote provided by the Contractor, then the District reserves the right to purchase the emergency requirement from other sources. Such purchase(s) shall not be considered a breach of Contract by the District or the Contractor.

3.5.                          Shipment of Goods under Reservation Prohibited. The Contractor is not authorized to ship goods under reservation, and no tender of a bill of lading will operate as a tender of Deliverables.

3.6.                          Packaging of Goods.

3.6.1.                   The Contractor shall bear all costs of packaging and marking goods. The Contractor shall package all goods in accordance with industry standard commercial practice for such goods, unless otherwise instructed by KISD in writing.

3.6.2.                   Each shipping container shall be clearly and permanently marked as follows:

3.6.2.1.             The Contractor's name and address;

3.6.2.2.             The District's name, address of the District department where goods are to be delivered, and purchase order or purchase release number if applicable;

3.6.2.3.             Container number and total number of containers, e.g. box 1 of 4 boxes; and

3.6.2.4.             The number of the container bearing the packing slip.

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

3.7.                          Safety Data Sheets. A Contractor must provide with each shipment, at no cost to KISD, at least one copy of any applicable manufacturer's Safety Data Sheet(s) (SDS) for each hazardous chemical (as defined by the Texas Hazard Communication Act and/or federal OSHA standards) contained within such shipment, and at other times upon request by KISD during the term of the Contract. If OSHA or Federal or State laws provide for additional requirements relating to hazardous chemicals, those requirements are in addition to this SDS requirement.

3.8.                          Inspection and Testing.

3.8.1.                   The District expressly reserves all rights under law, including but not limited to the Texas Business and Commerce Code, to inspect the Deliverables at delivery before paying for or accepting them, and to reject defective or non-conforming Deliverables.

3.8.2.                   All goods are subject to inspection and testing for compliance with the Contract specifications by District personnel. When products tested fail to meet or exceed all applicable specifications, the cost of the sample(s) used and the cost of any testing shall be borne by the Contractor.

3.8.3.                   As to goods that have been delivered and rejected in whole or in part as defective, incorrect, or for any other reason, KISD may make the determination, in its sole discretion, to return the goods to the Contractor at Contractor's risk and expense (and at no cost to KISD) or to dispose of the goods in accordance with the District’s policies. Contractor agrees to pay all shipping and handling costs for any return shipment. Contractor also shall be responsible for arranging the return of any rejected goods.

3.8.4.                   The Contractor may request that rejected goods be held at Contractor's risk for a reasonable period of time (as determined by the District in its sole discretion) for later disposition at the Contractor's expense.

3.8.5.            Latent defects may result in revocation of acceptance of any product.

3.9.                          Substitutions of Goods.

3.9.1.                   Any order issued pursuant to this Contract shall conform to the specifications and descriptions identified in this Contract and in the Solicitation.  No substitutions of goods are permitted without the prior written approval of the District pursuant to the process outlined in this paragraph, unless otherwise agreed to in advance by the District.

3.9.2.                   The District reserves the right to require the Contractor to offer possible substitutes if any material or equipment becomes unobtainable during the term of the Contract.

3.9.3.                   Any District approval for a substitution of goods is limited to the specific order for which it was requested. Outstanding and future orders are not automatically amended by an approved substitution.

3.9.4.                   During the Contract term, Contractor may request a substitution of an item if the item is no longer manufactured or has been discontinued or superseded by a replacement model, and is no longer available to the Contractor.

3.9.5.                   Substitution Approval Process. Under the foregoing or similar conditions, the Contractor may be granted an allowance of an item substitution, subject to the following conditions:

3.9.5.1.             The Contractor must provide the District Purchasing Department with written verification from the manufacturer that the product is no longer manufactured or has been discontinued or superseded by a replacement model, and is no longer available to the Contractor.

3.9.5.2.             All substitution requests must be submitted within ten (10) District Business Days after the material facts necessitating the substitution request are known.

3.9.5.3.             If the manufacturer has a substitution model, Contractor must provide product specifications for the substitution model, along with a written letter to the District requesting that the substitution model be substituted for the original product.

3.9.5.4.             The proposed substitution must meet or exceed all specification requirements associated with the original product in the Solicitation.

3.9.5.5.             If a substitution is made to an item that has accessories, the Contractor must also provide substitutions for the accessories, as applicable.

3.9.5.6.             The Contractor must supply the substitute item at the same or a lower price than the price Contractor bid for the original product, unless the Solicitation provided a price increase provision and the substitute meets that provision’s requirements.

3.9.5.7.             Any substitution approved by the KISD Purchasing Department will be in effect for the duration of the then-current Term of the Contract, or until another substitution is requested.

3.9.5.8.             All substitutions must be approved in writing by the KISD Purchasing Department prior to substituted goods being provided by Contractor.

3.9.5.9.             The District reserves the right to approve and disapprove substitutions or to cancel the items in their entirety and procure the items by a separate procurement process and/or from other sources.

3.10.                   New Products. New products that meet the specifications detailed in the Solicitation may be added to this Contract, with prior written approval from KISD.  Pricing of any new products shall be equivalent to the percentage discount or proposed prices for other similar products.  Contractor may replace or add products to an existing Contract if:  the replacing products are equal to or superior to the original products offered; are discounted in a similar or to a greater degree; and the products meet the requirements of the original Solicitation.  No products may be added to avoid competitive procurement procedures.  KISD may reject any proposed additions, without cause, in its sole discretion.

3.11.                   Catalog Discounts. In the event of a catalog discount type Solicitation, Contractor may be allowed to make additions and/or deletions from Contractor’s offerings on an annual basis during the Contract renewal period, in KISD’s sole discretion, provided the item(s) substituted are of a like quality and category.  These changes will be compliant with the format of Contractor’s original Solicitation Response (i.e. manufacturer name, product category, or entire catalog discount).  KISD will send notification to Contractor(s) seeking any additions and/or deletions, and Contractor will return these proposed changes on company letterhead within the given timeframe.  If KISD, in its sole discretion, accepts Contractor’s proposed changes, such changes will remain in effect for the entire year until the next renewal period.

3.12.                   Electrical Items. All electrical items furnished shall meet all applicable OSHA standards and regulations and bear the appropriate listing from UL, FMRC or NEMA.

4.                  SERVICE-RELATED CONTRACTS.

4.1.                          Contractor’s Obligations. After a Contract has been awarded, the Contractor shall fully and timely provide all Deliverables described in the Solicitation, in the Contractor’s Solicitation Response, and in the Contract to the required KISD destination(s) in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.

4.2.                          Competence of Contractor.

4.2.1.                   The Contractor warrants it shall have available the necessary personnel, organization, equipment, and facilities to perform all the services and/or provide all the goods required under a Purchase Order and/or the Contract.

4.2.2.                   Only qualified personnel trained in the required services shall be employed by the Contractor.

4.2.3.                   Contractor and all Subcontractors shall comply with all state and local building code requirements, unless otherwise specifically provided in KISD’s Purchase Order, and Contractor shall pay all fees and charges for connections to outside services and for use of property outside the project site.  When required or requested by KISD, Contractor shall furnish KISD with satisfactory proof of Contractor’s compliance with this provision.

4.2.4.                   The Contractor shall employ only orderly and competent workers, skilled in the performance of the services, if any, which shall be performed under the Contract.

4.2.5.                   The Contractor, its employees, Subcontractors, and Subcontractor’s employees may not use or possess any firearms, alcoholic or other intoxicating beverages, tobacco, illegal drugs or controlled substances while on the job or on the District’s property, nor may such workers be intoxicated or under the influence of alcohol or drugs on the job or on the District’s property.

4.2.6.                   The District reserves the right to prevent, forbid, and/or temporarily or permanently bar Contractor, any of Contractor’s employees, Subcontractors, or any of Subcontractor’s employees from any District facility for whatever reason the District determines necessary to maintain the safety, decorum, scheduling, and day-to-day operations of the District, its personnel, students, and the like.

4.3.                          Licensing and Certification.

4.3.1.                   If the services to be provided under the Contract require licensing and/or certification, the Contractor shall provide only qualified licensed and/or certified individuals to perform such tasks.

4.3.2.                   For the entire duration of the Contract, the Contractor and all Subcontractors must obtain and maintain any and all licenses, certifications, permits, and any other documentation required for the performance of the services under the Contract.

4.3.3.                   The District reserves the right to require the Contractor to provide satisfactory proof of licensing, certification, etc. as required by this section at any time during the Contract Term.

4.4.                          Place and Condition of Work.

4.4.1.                   The District shall provide the Contractor access to the sites where the Contractor is to provide the goods or perform the services, as required.

4.4.2.                   The Contractor acknowledges that it has satisfied itself as to the nature of the District’s service requirements and specifications, the location and essential characteristics of the work site(s), the quality and quantity of materials, equipment, labor, and facilities necessary to provide the goods or perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the Contract. The Contractor hereby releases and holds the District harmless from and against any liability or claim for damages of any kind or nature that may arise from any difference between the actual site or service conditions and the expected conditions.

4.5.                          Compliance with Safety Regulations.

4.5.1.                   The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local safety and health laws, ordinances, rules and regulations in the performance of services under this Contract, including but not limited to those promulgated by the District and by the OSHA.

4.5.2.                   In case of conflict, the most stringent safety requirements shall govern. The Contractor shall comply with all other safety guidelines and standards as required by KISD.

4.5.3.                   The Contractor shall indemnify and hold the District harmless from and against all claims, demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph.

4.6              Security and Criminal History Review.

4.6.1.                                        The Contractor shall be responsible for ensuring that the District is protected from potential threats that may be created by the Contractor’s employees.

4.6.2.                                        If directed by the laws of the State of Texas, the Contractor shall adhere to any requirements that may be legislated during the Term of any Contract. In addition, the Contractor shall adhere to any requirements that may be imposed by any District policy enacted during the Term of any Contract.

4.6.3.                                        Criminal History Review (Ch. 22 Contractor Certification: Contractor Employees Form – must be filled out and returned, if applicable). Prior to commencing any work under the Contract, if Contractor contracts with KISD to provide services, Contractor must comply with all requirements relating to criminal history information required by Tex. Educ. Code Chapter 22. Contractor must also ensure Subcontractors’ compliance with Tex. Educ. Code Chapter 22 requirements.  Covered employees with disqualifying criminal history are prohibited from serving at KISD; Contractor and any subcontracting entity may not permit a “covered employee” to provide services at a school if the employee has a “disqualifying criminal history” (as those terms are defined below).  If Contractor receives information that a covered employee has a reported disqualifying criminal history, then Contractor will immediately remove the covered employee from the project/Contract and notify KISD in writing within three (3) business days. If KISD, in its sole discretion, objects to the assignment of a covered employee for any reason, including, but not limited to, on the basis of the covered employee’s criminal history record information and/or insufficient qualifications, lack of experience, and the like, based on information gathered by KISD through the procurement and/or contracting processes, Contractor (and each Subcontractor) agrees to discontinue using that covered employee to provide services on KISD’s project/Contract. “Covered employees” means employees, agents or Subcontractors of Contractor or a Subcontractor who has or will have continuing duties related to the services to be performed on KISD’s project/Contract and has or will have direct contact with KISD’s students. “Disqualifying criminal history” means: (1) For employees of a contracting or subcontracting entity that is providing engineering, architectural, or construction services on a project to design, construct, alter, or repair a public work: (1) a conviction or other criminal history information designated by KISD; (2) a felony or misdemeanor offense that would prevent a person from being employed under Texas Education Code § 22.08341(d), that is: conviction during the preceding 30 years (if at the time of the offense, the victim was under 18 or was enrolled in a public school) of: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense on conviction of which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an offense under federal law or the laws of another state that is equivalent to (a) or (b); (2) For employees of all other contracting or subcontracting entities: (1) a conviction or other criminal history information designated by KISD; (2) a felony or misdemeanor offense that would prevent a person from being employed under Texas Education Code § 22.085(a), that is: (a) conviction of a felony offense under Title 5, Texas Penal Code if at the time of the offense, the victim was under 18; (b) conviction of or placement on deferred adjudication community supervision for an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) conviction of an offense under federal law or the laws of another state that is equivalent to (a) or (b). KISD shall be solely responsible for making the final determination of what constitutes direct contact with KISD’s students and what constitutes a disqualifying criminal history. The criminal history record information review obligation applies if Contractor contracts with KISD to provide services; it does not apply to a contract for the purchase of goods or real estate.

4.6.4.                                        The District reserves the right to prevent, forbid, and/or temporarily or permanently bar Contractor, any of Contractor’s employees, Subcontractors, or any of Subcontractor’s employees from any District facility for whatever reason the District determines necessary to maintain the safety of District employees, students, and operations.

4.7.                          Subcontractors. If Contractor uses Subcontractors in the performance of any part of this Contract, the Contractor shall be fully responsible to the District for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor’s own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the District and any such Subcontractor, nor shall it create any obligation on the part of the District to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law.

4.8.                          District Policy for Work Attire.

4.8.1.                                         The Contractor, its employees, any Subcontractor, and any Subcontractor employees shall meet the minimum requirements of the District’s dress code whenever present on District property.

4.8.2.                                         The District will provide a copy of the manual that includes the dress code to the Contractor upon request.

4.9.                          Right to Audit. The District and any other government agency funding the goods or services purchased from Contractor, upon written notice, shall have the right to audit all of the Contractor's books, records, and accounts relating to this Contract. Records subject to audit shall include, but are not limited to, records which may have a bearing on matters of interest to KISD in connection with Contractor’s work for KISD and shall be open to inspection and subject to audit and/or reproduction by KISD or its authorized representative(s) to the extent necessary to adequately permit evaluation and verification of: (a) Contractor’s compliance with  this Contract and the requirements of the Solicitation; (b) Contractor’s compliance with KISD procurement policies and procedures; (c) Contractor’s compliance with provisions for computing billings to KISD; and/or (d) any other matters related to this Contract. The audit rights described in this paragraph may be exercised during the hours of the normal workday during the Term of this Contract and for a period of five (5) years following the expiration of the Contract, or longer if required under applicable federal law.