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I'urchas'cng Program of the Education Service Center,Region 2
Interlocal Participation Agreement for the GoodBuy Purchasing Cooperative
I.
GOODBUY PURCHASING COOPERATIVE
The GoodBuy Purchasing Cooperative("GoodBuy"),is a Purchasing Cooperative authorized by Tex.Gov't Code
§§ 791.001 et seq. as amended, operated by the Education Service Center, Region 2 ("Region 2 ESC"), a state
agency,as authorized by Tex.Educ. Code("TEC")§8.002 and TEC§44.031(a)(4). The purpose of this Agreement
is to facilitate compliance with state bidding requirements,to identify qualified vendors of commodities, goods and
services, to relieve the burdens of the governmental purchasing function, and to realize the various potential
economies, including administrative cost savings, for Program Members. Program Members may purchase goods
and services from any and all GoodBuy vendors, under the same terms, conditions, and price as stated in each
GoodBuy awarded contract. GoodBuy excludes engineering, architectural, land survey, doctors, nurses and
construction services. The purchase of goods through GoodBuy includes the purchase of any services reasonably
required for the installation,operation, or maintenance of purchased goods,where such services are included in the
awarded vendor contract.
H.
MEMBERSHIP
Program Members. Program Members("Members")must be qualifying local governmental entities of the State of
Texas or another State; or qualifying private non-profit entities with tax exempt status under IRS Code Section
501(c)(3), operating private schools or child care facilities. To become a Member requires the approval of this
Agreement by the governing body of the Member,and by the Region 2 ESC Board of Directors.Each Member must
submit a copy of this Agreement signed by an authorized representative of the Member, along with a signed copy
of a resolution approved by the Member's governing body, to Region 2 ESC, as a condition of membership, as set
forth below.
Non-governmental Members. In addition to the membership requirements set forth in Paragraph 2 above, all non-
governmental entities seeking membership in GoodBuy must produce such documents as may be required from
time to time by GoodBuy to demonstrate each such non-governmental entity is eligible to become a Member under
applicable law.
Membership Term. This Agreement shall be for one fiscal year of Region 2 ESC,which shall run from September
1 through August 31 of each calendar year, and shall become effective upon approval by both the Member's
governing body and the Region 2 ESC Board of Directors.This Agreement shall automatically renew for successive
one-year terms, unless sooner terminated as provided in this Agreement. The terms and conditions of this
Agreement shall apply to the initial term of Membership and all renewals, unless the terms and conditions are
modified in writing and approved by the Region 2 ESC Board of Directors. There is no fee for membership.
Termination of Membership. Either the Member or Region 2 ESC may elect not to renew this Agreement by sixty
(60)days advance written notice of non-renewal delivered to the designated representative of the other party,as set
forth below. This Agreement may also be terminated at any time by either party upon thirty(30) days prior written
notice to the designated representative set forth below, with or without cause. If the Member terminates its
2018-031
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GoodBuy Purchasing
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Purchasing Program of the Educatiem Service Center,Region 2
participation during the term of this Agreement or if the Region 2 ESC terminates participation of the Member under
any provision of this Article,the Member shall bear the full financial responsibility for any purchases by the Member
occurring after the termination date.
i. Services Provided by GoodBuy:
GoodBuy shall:
• Provide the organization and administrative structure of the Program, including all staff necessary for the
efficient operation of the Program;
• Solicit requests from Members for adding categories/commodities and relevant specifications and quantity
demands for goods and services that could be included in the GoodBuy Program;
• Prepare specifications for procurement of goods and services to be included in the GoodBuy Program;
• Publish solicitations for prices and bids from potential Vendors of goods and services to be included in the
GoodBuy Program;
• Qualify potential Vendors and their goods or services, based on published bid criteria, and including the
conducting of due diligence of potential Vendors;
• Tabulate price quotes, unit prices, and other information provided by potential Vendors of goods and
services, to determine awarded Vendors for specific goods and services;
• Make all Vendor background research information and bids, and GoodBuy awarded Vendor contract
analysis information available to Members;
• Maintain and publish the list of all GoodBuy awarded contracts, including all relevant information about
the goods and services available under each awarded Vendor contract; and
• Provide Members with procedures for ordering,delivery, and billing for Member purchases from GoodBuy
vendors.
Region 2 ESC is the designated entity that shall supervise the GoodBuy performance of this Agreement.
Any written notice to GoodBuy shall be made by First Class mail, postage prepaid, and delivered to: GoodBuy
Purchasing Cooperative, Education Service Center, Region 2, 209 N. Water St., Corpus Christi, Texas 78401-2528
or by e-mail sent and actually confirmed by GoodBuy to a GoodBuy Relations Representative at
goodbuy %esc2.net. Any written notice to Member must be made by First Class mail postage prepaid, or by email
sent and actually confirmed as received by the Member, to one or both of the Member's designated representatives
and sent to an address designated by Member in this Agreement.
ii. Member Obligations:
• Each Member warrants that all Member payments, or other disbursements required under this Agreement
will be made from current revenues budgeted and available to that Member.
• Members commit to purchase goods and services that become part of the official GoodBuy products and
services list when it is in the best interest of the Member.
• Each Member agrees to prepare purchase orders or provide other documentation issued to the appropriate
Member from the official awarded Vendor list provided by GoodBuy clearly noting contract number on it,
GoodBuy Participation Agreement 2
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Pure!lasing I'rograrn of the Education Service Center,Region 2
as may be required by Member policy and procedures; provide a copy of each such purchase order, or
Member approved order confirmation, Vendor Invoice or other proof of purchase for a purchase to the •
GoodBuy representative no later than 60 business days of the Member purchase from a GoodBuy Member;
• Accept shipments of products or delivery of services ordered from vendors in accordance with standard
GoodBuy purchasing procedures.
• Pay Vendors in a timely manner for all goods and services received.
• Report promptly in writing to GoodBuy any and all instances in which a Member has rejected goods or
services delivered to the Member by any awarded Vendor or has cancelled any previously approved
Purchase Order or invoice Order for goods or services to be provided by any awarded Vendor to the
designated GoodBuy representative.
• It is also a condition precedent to the approval of this Agreement for each Member by the Board of
Directors of Region 2 ESC that each prospective Member shall designate the person or persons who have
express authority to represent and bind the Member in the administration and operation of this Agreement,
with respect to GoodBuy purchasing, and Region 2 ESC will not be obligated to contact any other
individual(s) regarding GoodBuy matters. A Member may change the designated Member representative
listed below at any time by submitting written notice to goodbuy@esc2.net.
Program Member Name: J �c �r iu Chri:oi_LA _
Program Member Designated GoodBuy representative(s):
Name: I : $�Li er Contact Information: n:49 }-( JA
Title: _ r)fsbanf__ ed t._ (Address) I tot Le,op irr4 64-1
Email: itcrnbZ cc.1c 't s.cem City: Cnly puS ChY;�f-c
"Telephone: 3(e►. 8 24,3 t Gq State:
Facsimile: 3((t. aut. 5114
Name: n'1Q,rjfi PertIazz Contact Information: _a-4-4 }4.4„11
Title: Prcaurerr.er r (Address) _t?p 1 Lep/rd SE- 4441 Roof"
Email: Ma.riac C cckacas,cnm City: _ Cs,rpus Chrfco}i
Telephone: 3Cot.S210_, 317G State: —t'g.46Q,S
Facsimile: ?fel. OW. 'tel-I'1
• The Member shall provide proof of goods and services purchased via any GoodBuy contract (purchase
orders, monthly activity reports, order confirmations, invoices, etc.) to GoodBuy (all purchases conducted
through GoodBuy Awarded Vendor contracts). These reports may be modified from time to time as deemed
appropriate by GoodBuy.
Ill.
GENERAL TERMS AND CONDITIONS
Governing Law and Venue. The Member and GoodBuy agree that this Agreement is governed by the law of the State
GoodBuy Participation Agreement 3
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Purchasing Program of the Education Service Cc ntc,Region 2
of Texas and the published policies and procedures of GoodBuy. Any and all suits arising from this Agreement
shall be brought in a court of competent jurisdiction and venue shall lie in Nueces County,Texas.
Cooperation and Access. The Member and GoodBuy agree that they will cooperate in compliance with any
reasonable requests for information and/or records made by GoodBuy or the Member. GoodBuy reserves the right
to audit the relevant purchasing records of any Member,and vice-versa.
Defense and Prosecution of Claims. The Region 2 ESC shall not be responsible or obligated to defend any claims
against the Member or prosecute any claims on behalf of the Member.
Legal Counsel. The Region 2 ESC shall not be responsible or obligated to provide or ac as legal counsel to the
Member with respect to any matter regarding this Agreement.
Purchase Contracts. The Region 2 ESC and GoodBuy shall not be a party to any contracts made by the Member
for the purchase of goods or services with any vendor through the GoodBuy Program.
No Warranty. The Region 2 ESC and GoodBuy do not warrant, sponsor, or endorse the goods or services of any
GoodBuy Vendor.
1. It is the responsibility of the Member purchasing from GoodBuy vendors to ensure that the applicable
purchasing requirements for the Member are met in accordance with all applicable local, state and federal
procurement laws, rules, and regulations.
Mediation. All claims and disputes arising under this Agreement shall be submitted to non-binding mediation
before a neutral mediator in Nueces County,Texas,with the party demanding mediation of a claim being obligated
to pay all costs and expenses of mediation.
Compliance with Procurement Laws, Rules, and Regulations. GoodBuy shall use its best efforts to solicit prices
for goods and services in compliance with all applicable laws and regulations governing purchase contracts by
Members and will keep a record of its procurement methodology for inspection by any Member. Each Member
is responsible for determining,in consultation with its legal counsel,whether purchasing through this cooperative
will satisfy the requirements of any applicable law or regulation governing the Member.
This Agreement contains the entire agreement of the parties hereto with respect to the matters covered by its
terms, and it may not be modified in any manner without the express written consent of the parties.
If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect.
No party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its directors,
officers, employees, representatives, or agents as a result of its execution of this Agreement and performance of
the functions and obligations described herein.
GoodBuy Participation Agreement 4
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Purchasing Program of(he Iclucation Service Center.Region 2
THE REGION 2 ESC GOODBUY PURCHASING COOPERATIVE, ITS ENDORSERS, AND SERVICING
CONTRACTORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN
REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED UNDER THIS AGREEMENT
INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE PARTIES AGREE THAT IN REGARD TO ANY AND ALL CAUSES OF ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER
ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ESC REGION 2 GOODBUY'S ENDORSERS AND SERVICING CONTRACTORS DO NOT WARRANT THAT
THE OPERATION OR USE OF PROGRAM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Merger: The Interlocal Participation Agreement, Board Resolution,Terms and Conditions, and General Provisions
represent the complete understanding of the GoodBuy Purchasing Cooperative,and Member electing to participate
in the Program.
Representation of Authorization: By the execution and delivery of this Agreement, the undersigned individuals
warrant that they have been duly authorized by all requisite administrative action required to enter into and perform
the terms of this Agreement.
TO BE COMPLETE I ' GOODBUY PURCHASING COOPERATIVE,as acting on behalf ofall other
Membe s: /
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B :if F Date: .3/t/I
GoodBuy Relations Representative,Region 2 ESC
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Printed name
Email: she c \ ..V4-1_9r`C..tc_ 2SCOASfelephone: 5w— sed- g-1
Facsimile:
Ck-\-u\ of (nN` k-S NYI e41
(Name ofJProgram Member) •
TO BE COMPLETED BY PROGRAM MEMBER
By C' L' f Date: I -- (a — J
(Signature of authorized r entative of Pr am Member) Approved as to form: i/311� ides D I v)�I
ATTEST: �� id.i ..AUTHURILt
RE ECCA HUERTA�
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FIETARY IL" 0" 3Y COUNCILl I8
GoodBuy Participation Ar �rtIeicf 5
Assistant City Attorney
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Goodbuy Purchasing Cooperative General Terms and Conditions
A. General Provisions
1. Bid Preparation and Submission Procedures
Sealed (encrypted) bids will be received until the deadline indicated in the Notice of
Invitation to Bid. Each bid must be submitted via the Program's bid submission
software. Bids received by any other method will not be considered. A representative
of the Bidder who is authorized to enter into contracts on behalf of the Bidder must
create an account on the Program's online bid submission software. Failure to respond
to requested information as part of the bid may result in the rejection of the entire bid.
Bidders or their authorized representatives are expected to fully educate themselves as
to the terms, conditions, requirements, and specifications of the Bid Invitation, including
these General Terms and Conditions, before bid submittal. Failure to do so will be at
the Bidder's own risk. The law makes no allowance for errors of omission or
commission on the part of Bidders; furthermore, the Bidder cannot secure relief on the
plea of error or ignorance concerning any requirement included in the Bid Invitation.
Bidders are welcomed to attend the bid opening at the date and time indicated in the
Notice of Invitation to Bid, but Bidder presence is not required, and no weight or other
consideration toward any award decision will be given to any Bidder's attendance or
absence at the bid opening. Recaps of the details of the bids received will be available
to any interested party upon WRITTEN request. The form and content of the bid recaps
will be at the sole discretion of the management and staff of the Program and may be in
electronic form.
Unless otherwise specified, you may bid on any or all items. Answer all questions
related to each item on which you wish to bid. For items you do not wish to bid on, you
may simply leave the questions for that item unanswered (blank), or you may enter"No
Bid" or "NIB." Items will be considered individually and awards will be made on each
item independently, except for"related" items for which "compatibility"will be an element
of consideration. In such cases, small groups of items will be considered as a unit.
Small and Minority Firms, Women's Business Enterprises, and Labor Surplus Area firms
are especially encouraged to submit bids.
2. Statement of Inclusion/Applicability
These General Terms and Conditions are applicable to all Bid Invitations issued by the
Program, and by this inclusion, they become an integral part of any contract which is
awarded, or Purchase Order which is issued in association with this Bid Invitation.
3. General Provisions and Definitions
The term "Program" means the Goodbuy Purchasing Cooperative and its management
and staff.
The term "Member" means any member of the Program and the member's management
and staff.
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The term "Bidder" means the business or entity submitting a bid to the Program and, if
awarded, providing goods and services through the Program to Members.
The term "Parties" means the Program and the Bidder.
The term "contract" means the comprehensive collection of:
a) the General Terms and Conditions, including any attachments and or amendments,
and all other forms and information collection pages included with this Bid Invitation;
b) the Item Specifications included in the Bid Invitation and any subsequent addenda
thereto;
c) the Bidder's response to the Bid Invitation;
d) the Bidder's Notice of Award document; and
e) any additional terms, conditions, or instructions contained in each individual
Purchase Order issued by any member(s)of the Program.
Collectively, these documents represent the entire agreement between the Parties.
The term "Purchase Order" means a purchase order issued by a Member to the Bidder
to order goods or services pursuant to this contract.
The section titles contained in this General Terms and Conditions document are for
convenience and reference only, and in no way define, describe, extend, or limit the
scope or intent of the provisions of any section of this document.
Unless otherwise stated, any listing of factors or criteria in this document does not
constitute an order of preference or importance.
4. Contract Time Period and Successors and Assigns
The time period for purchases covered by any contract resulting from any award under
this bid is stated in the Notice of Invitation to Bid. Unless otherwise indicated in these
General Terms and Conditions, all bid pricing will be firm through the entire contract
period.
In the event this contract expires before another bid is awarded, upon the mutual written
agreement of the Parties, this contract may be extended on a month to month basis
beyond the expiration of the contract time period.
The transfer, assignment, or subcontracting of contracts is prohibited, and the Bidder
agrees not to sell, assign, transfer, convey, or subcontract any portion of any contract
resulting from this Bid Invitation without the prior written consent of the Program. Any
contract resulting from any award under this bid shall be binding upon and shall inure to
the benefit of the parties and their successors and permitted assigns. If the Bidder is
acquired, sold, merged, or otherwise reorganized, the Bidder shall provide notice of
such change to the Program in writing.
5. Addendum
In the event that any changes to this Bid Invitation occur, the changes or corrections to
this Bid Invitation will be made by addendum, and any updated information contained in
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any addendum will prevail over the information contained in the original Bid Invitation or
any previous addendum. Each entity who received a copy of this Bid Invitation will be
notified of any addendum to this Bid Invitation via our online bid submission software.
The Program is the sole authority for the issuance of any addendum related to this bid.
Any communications from any person or entity other than the Program regarding any
matters related to this bid are invalid and will have no influence on this Bid Invitation.
6. Specifications (line item bids only, not applicable on catalog discount bids)
Catalog numbers, brand names, or manufacturer's product or reference numbers used
in the item specifications are intended to be descriptive, not restrictive. These
references, as well as "approved brands" listed, are intended to identify and indicate the
type of product being sought, and establish the level of quality desired. If any conflict
exists in the item specifications between the product descriptions and any brand names
or model or reference numbers used, the product descriptions will override the brand
names or model number references.
In most cases, bids on brands of equivalent nature and quality will be considered,
provided they are regularly produced products from a reputable manufacturer.
However, in some cases, the Program may find it advantageous to standardize
equipment and/or supplies by manufacturer in order to achieve efficiencies in
procurement, repair, and operation, to match existing stock, or to satisfy other
requirements. In these cases, preference will be given to the specific products identified
as"approved brands," especially if all other evaluation factors are deemed to be equal.
For this reason, where specific brands or models are identified, it is preferable for the
Bidder to bid on the exact item specified, in addition to an alternate brand or model
where desired.
All bids must identify the manufacturer, brand, model, etc. of the article being offered.
For bids on "or equal/equivalent" items other than any "approved brand" specified, the
Bidder must supply a complete description and sufficient data for the Program to
properly analyze the product being bid. Samples may be requested for items other than
"approved brands."
If the Bidder fails to identify the manufacturer, brand, model, etc. for any item being bid
on, the Program will assume the Bidder is bidding on the exact brand and model
identified in the specification, and if awarded, the Bidder will be required to supply the
exact brand names, models, etc. as specified. Substitutions will not be allowed.
The apparent silence of the specifications as to any detail or the apparent omission from
any specification of a detailed description concerning any point shall be regarded as
meaning that only the best commercial practices shall prevail. All interpretations of the
specifications shall be made on the basis of this statement.
If the Bidder discovers or suspects an error in the item specifications in this Bid
Invitation, please note it as part of the Bidder's bid response. The Program will attempt
to correct errors for future Bid Invitations.
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7. Bid Evaluation and Award
All bids received in response to this Bid Invitation which are submitted in accordance
with the instructions and restrictions contained in section #1 of this General Terms and
Conditions document entitled "Bid Preparation and Submission Procedures" will initially
be considered for award; however, initial consideration of any bid will not constitute an
assessment of its meeting the necessary qualifications, and any bid may be disqualified
at any time during the process of evaluating bids for failure to meet any other terms or
conditions contained anywhere else in the Bid Invitation.
The Program reserves the right to waive any or all bidding irregularities, formalities, or
other technicalities, to be the sole and independent judge of quality and suitability of any
products offered, and may accept or reject any bid in its entirety, or may reject any part
of any bid without affecting the remainder of that bid, and may award the individual
items on this bid in any combination or in any way to best serve the interests of its
members as it perceives those interests to be in its sole discretion.
It is not the policy of the Program to purchase on the basis of low bid price alone. All bid
items are subject to evaluation and approval by a committee composed of Members. In
evaluating the bids received and determining to which bidder(s) (if any) to award a
contract, the Program may consider any combination of the following criteria: (1) the
purchase price; (2) the reputation of the Bidder and of the Bidder's goods and/or
services; (3) the quality of the Bidder's goods and/or services; (4) the extent to which
the goods and/or services meet the needs of the Members; (5)the Bidder's location and
service and delivery capabilities; (6) the Bidder's past performance with the Members;
(7) student preferences; (8) the warranties offered and the Bidder's warranty service
history; (9) the probability of continuous availability of the goods and/or services offered;
(10) the impact on the ability of the Members to comply with any applicable laws or
rules, including those relating to the utilization of historically underutilized businesses;
(11) the total long-term cost to the Program Members to acquire the Bidder's goods
and/or services; and (12) any other relevant factor that a public or private entity could
consider in selecting a vendor.
The Program, through its management and/or its Members, may use all means at their
collective disposal to evaluate the bids received on these criteria, and the final decision
as to the best overall offer, both as to price and to suitability of the products and/or
services offered to fit the needs of the Members, will rest solely with the Board of
Directors for Education Service Center, Region 2, which may be delegated at the
Board's discretion.
Unless otherwise indicated in this Bid Invitation, "all or nothing" bids are not acceptable
and will be rejected. The Bidder must be willing to accept a partial award for any
combination of the items and/or services bid, and must be willing to share the business
with any other successful bidders.
The successful bidder(s) will be notified by "Notice(s) of Award" issued by the
management of the Program.
The Program and/or its members, as a whole or individually, reserve the right to require
a performance bond as it is deemed necessary.
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B. Performance
8. Quantities
Quantities reflected in this Bid Invitation are estimates based upon the combined
projected needs for participating Members during the contract period. Quantities are the
best estimate of anticipated needs available at the time of publication of this Bid
Invitation, but the accuracy of these estimated quantities may be affected by numerous
factors including, but not limited to, budgetary adjustments, student participation,
availability of government commodities or other subsidies, changing market forces,
unintentional errors or omissions, and changes in Program participation. Actual needs
may be greater or less than the estimated quantities provided.
Unless otherwise specified by the bidder, the Program as a whole, and its individual
Members, will be allowed to purchase up to twenty-five percent (25%) more or up to
twenty-five percent (25%) less than the estimated quantities for any item and still obtain
the item at the bid price.
The Bidder will be notified of significant changes in the estimated quantities as they
become known throughout the contract period.
The Bidder will be required to monitor consumption rates and bring any exceptions to
the attention of the Program management as soon as possible. The Program will
communicate slow-moving items to its members if notified by the Bidder. Except for
conditions discussed within section #23 of this document entitled "Force Majeure," the
Bidder is required to maintain sufficient inventories to cover the needs of Members with
only minimal, occasional, and temporary inability to provide products on a timely basis.
The Bidder at the close of the contract period agrees not to hold the Program or its
Members liable for any inaccuracies in estimated quantities or for any products on hand.
9. Packaging
Unless otherwise provided for in this Bid Invitation, all products supplied under any
contract resulting from this Bid Invitation must be packaged in containers that are new,
appropriately designed for the products involved, and sturdy enough to protect the
products involved in loading, transit, unloading, and storage. Any products supplied
under any contract resulting from this Bid Invitation for which palletizing is appropriate
must be delivered on standard 48"4-way pallets in good, serviceable condition.
10. Pricing
All "Line Item" Bids must be for a specific price for the unit of measure specified for that
item. The Bidder is responsible for clearly noting any differences in proposed
packaging and/or units of measure in the bid response, and the Bidder shall
understand that if the item in question is awarded to the Bidder, the quantity specified
for that item will be adjusted to achieve an approximately equivalent amount of the
product.
In cases where another price is requested for comparison purposes (e.g., "portion
price" or"price per ounce"), such price is for comparison purposes only. Purchases will
be made in increments of the unit of measure specified. In the case of any
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discrepancy or error in comparison price calculations, the price for the unit of measure
specified will prevail. Excessive errors in comparison price calculations will be
sufficient grounds for rejection of the entire bid.
"Discount from Catalog" Bid Invitations are percent of discount offered on list price for
items in the Bidder's published catalog and/or price list listed in the bid response.
"Cost Plus" bids will not be accepted unless otherwise requested in this Bid Invitation.
Bid prices must be firm for acceptance for at least 90 days from bid opening date,
unless otherwise specified in this Bid Invitation or in the Bidder's response.
If during the term of the contract, the Bidder's net prices to any or all of its other
customers in similar market circumstances for any of the same items awarded under
this Bid Invitation are reduced below the contracted price, it is understood and agreed
that the benefits of such price reduction shall be extended to all Members.
11. Sales Tax
The Members are, for the most part, public entities that are exempt from sales, excise,
and use taxes. Tax Exemption Certificates will be provided by each Member upon
individual requests from the Bidder. Unless otherwise specified in this Bid Invitation,
sales tax will not be included in any bid response or invoice submitted by the Bidder
unless the Bidder has requested a Tax Exemption Certificate from the individual
Member in writing and failed to receive the same within a reasonable period of time.
The Limited Sales, Excise, and Use Tax Laws recognize the inclusion of tax exemption
information as part of a Purchase Order to be as binding as if it had been submitted
separately, and by responding to this Bid Invitation, the Bidder agrees to accept tax
exemption information in such form.
12. Delivery and Transportation
Unless otherwise noted in these General Terms and Conditions or the Purchase Order,
or unless prior approval has been obtained from the Member placing the order, all
deliveries shall be made between the hours of 8:00 A.M. through 11:30 A.M. and 1:30
P.M. through 3:30 P.M. (4:30 P.M. for members other than school districts), Monday
through Friday, holidays excepted.
Unless otherwise noted in this Bid Invitation or in the Purchase Order, the Bidder must
deliver products awarded under this Bid Invitation within ten (10) working days after
receipt of a Purchase Order. The Bidder must immediately notify the primary contact
person at the Member placing the order, by telephone and/or fax, if any delays occur.
The Member placing the order will have the option to cancel the order if it is unable to
accept the delay. At the discretion of the Member placing the order, items received
after the due date, for which the Member has not been notified regarding the delay,
may be returned at the Bidder's expense with no penalty to the Member.
Repeated failure to meet delivery dates will constitute a breach of contract by the
Bidder, and may result in the initiation of actions covered in section #22 of this General
Terms and Conditions document entitled "Remedies for Non-Performance of Contract,
and Contract Termination" and the associated financial impacts attached thereto, as
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well as jeopardize any future business from the Program.
All freight, delivery, and handling charges are the responsibility of the Bidder, and all
bid prices must be quoted freight prepaid, F.O.B. destination, and shall include all
freight, delivery, and handling charges, including unloading and inside deliveries where
required.
Cartons must be marked as indicated on the Purchase Order. Each shipment must
include a packing list and waybill or delivery ticket.
If the Bidder is delivering products out of more than one warehouse or distribution
center, all warehouses or distribution centers involved in the distribution plan MUST
carry or have timely access to all awarded items and MUST be able to respond to
orders in a timely manner. Unless otherwise specified in this Bid Invitation, product
substitutions are not allowed, and the involvement of multiple distribution centers will
not be construed as to alter the restrictions against product substitutions. In the event
the Bidder uses multiple distribution centers, the Program and its Members will have
ONE CONTACT PERSON for overall contract management relative to any contract
resulting from any award under this Bid Invitation, and the Program and its Members
WILL NOT be required to deal with multiple contacts from the Bidder for overall
contract management.
When the needs of the Member require immediate response, the right to pick up
products awarded under this Bid Invitation on an "over the counter basis must be
available for the majority of the items awarded to a Bidder. Under such circumstances,
the Member's personnel may pick up products at the Bidder's warehouse location at
the bid price with no minimum purchase required.
Except for items that have hidden defects or that do not meet specifications, title to all
products shall pass to the Member upon receipt and acceptance at the time of delivery.
13. Quality
Unless otherwise indicated in the Bid Invitation, all items bid must be new and in first
class condition and must conform to the highest standards of manufacturing practice,
including containers suitable for shipment and storage. Unless otherwise requested,
the Program will not accept "factory seconds" or otherwise inferior goods, and reserves
the right to return any such item(s) within thirty (30) days of receipt at Bidder's
expense.
All electrical items must meet all applicable OSHA standards and regulations, and must
bear the appropriate listing from US, FMRC, NEMA, or U L Laboratories.
Materials Safety Data Sheets (MSDS) on chemicals or any other products customarily
requiring MSDS Sheets must be provided for each ordering Member. MSDS Sheets
must be delivered along with the first shipment to each individual Member within the
contract period. Additional MSDS Sheets must be provided in a timely manner at no
charge upon request from any participating member of the Program.
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Purchasing Program of the hIx'ation SMvie:e Center Region 2
14. Product Inspection, Testing, and Defective Items
All products supplied under this contract should arrive in the best possible condition
and will be subject to inspection, testing, and approval by the Program and/or its
Members. Tests may be performed on any samples submitted as part of the bidding or
evaluation process, or on samples taken from any regular shipment.
In the event any product tested fails to meet or exceed all requirements of the bid item
specifications or the General Terms and Conditions of the Bid Invitation, the cost of the
samples used and the cost of the testing shall be borne by the Bidder, and upon
notification to the Bidder, the defective product(s)will be picked up and replaced by the
Bidder within five (5) business days or on the next service date, whichever is sooner,
without charge for the replacement(s) or delivery. Defective products which are not
picked up and replaced by the Bidder as outlined above may be disposed of by the
Member without expense to the Program or its Member. Repeated incidents of
delivery of products that fail to pass product inspection and/or testing by the Bidder will
warrant cancellation of the contract in addition to the remedies outlined above.
Furthermore, future business from the Program could be jeopardized.
Products damaged in shipment will be considered as defective products and will be
subject to the same remedies outlined above.
The failure of any consumable products (food items) to meet specifications or
acceptable chemical or bacterial levels may result in cancellation of the contract in
addition to the remedies outlined above. Furthermore, future business from the
Program could be jeopardized. All products in the Member's warehouse at the time of
any such cancellation must be picked up and credit issued to the Member.
Latent defects discovered after delivery and acceptance of any products may result in
revocation of the acceptance.
The Program shall have access to the Bidder's place of business during normal
business hours for the purpose of inspecting merchandise.
15. Samples
If samples are needed for bid evaluation, they will be requested as part of the Bid
Invitation or in a separate communication. Unless otherwise indicated in the request
for the samples, the samples must be received by the Program within 72 hours from
the time of the request.
Samples must be furnished free of expense to the Program. Samples must be labeled
with Program Bid Name and Number, Item Number, Product Identification Number(s),
and the name of the Bidder. Do not include samples with the bid response unless
otherwise instructed in the Bid Invitation.
All samples will be retained by the Program for a sufficient length of time for proper
evaluation. If not destroyed or consumed during examination or testing, samples will
be returned to the Bidder at the Bidder's expense, but only upon written request
submitted with the samples at the time the samples were submitted. However,
notwithstanding the above, samples from the successful Bidder may be retained
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Purchasing Program of the Friur anon Se w e Center Re gk n 2
permanently by the Program for the purpose of determining that the quality and
workmanship of the delivered items are comparable to the samples. The Program
shall incur no liability for any samples that are damaged, destroyed or consumed
during examination or testing.
Failure by the Bidder to submit samples when requested will result in the items in
question not being considered for award to the Bidder.
16. Warranties
By submission of a bid, the Bidder warrants that the Bidder is an authorized dealer,
distributor, or manufacturer for the product(s) being offered, that all items being bid
conform to the specifications for which the items are being offered, and that all items
supplied under any contract related to this Bid Invitation will be free from all defects in
material, workmanship, and title.
A minimum of ninety (90) days product guarantee or the manufacturer's standard
commercial warranty, whichever is greater, shall apply to all products purchased under
this Bid Invitation. This warranty shall provide for replacement of defective
merchandise, parts, and labor, and shall include pick-up of the defective merchandise
from the specified Member's location and delivery of the replacement(s) to the same
location. The warranty shall be effective from the date of acceptance of the
merchandise.
17. Withdrawal or Modification of Bid
Subject to the restrictions discussed below, a bid submitted to the Program can be
withdrawn ONLY IN ITS ENTIRETY, and ONLY UNTIL THE DUE DATE AND TIME
FOR BID SUBMISSION as stated in the Notice of Invitation to Bid included with this Bid
Invitation. A representative of the Bidder who is authorized to enter into contracts on
behalf of the Bidder must log on to our online bid submission software to withdraw. No
bid may be withdrawn after the date and time that bids are due as specified in the
Notice of Invitation to Bid.
If the Bidder withdraws a bid, the Bidder may resubmit the bid, or submit a new bid, up
until the due date and time for bid submission as stated in the Notice of Invitation to Bid
included with this Bid Invitation, provided any new submission meets all the
qualifications of bid submission included in these General Terms and Conditions.
All bids in the possession of the Program at the time bids are due shall be deemed
final, conclusive, and irrevocable, and no bid shall be subject to withdrawal,
amendment, or correction after the due date and time for bid submission as stated in
the Notice of Invitation to Bid included with this Bid Invitation.
18. Substitutions
The Program will not accept any substitutes after item(s) have been awarded as
specified, unless such substitutions are deemed to be in the best interest of the
Members, and unless prior agreements have been reached and reduced to writing
regarding such substitutions. Substituting without the prior approval of the Member
placing the order will constitute a breach of contract by the Bidder which may result in
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Porchasiy;I'r nrarn of the hk cation Service Center,Re n 2
the initiation of actions covered in section #22 of this General Terms and Conditions
document entitled "Remedies for Non-Performance of Contract, and Contract
Termination" and the associated financial impacts attached thereto, and may
jeopardize any future business from the Program.
19. Deviations from Item Specification or General Terms and Conditions
Any and all limitations, exceptions, qualifications, special conditions, or deviations from
these General Terms and Conditions or any of the item specifications, including the
offering of any alternate to the "approved brand and/or model" (where identified) must
be clearly noted in detail by the Bidder at the time of submissions of the bid. The
absence of such limitations, exceptions, qualifications, special conditions, or deviations
being submitted in detail with the Bidder's response will hold the Bidder accountable to
the Program and its members to perform in strict accordance with all these General
Terms and Conditions and all the item specifications as written, including any
"approved brands and/or models" identified. The Bidder should be aware that the
submission of any such limitations, exceptions, qualifications, special conditions, or
deviations with the bid response may place the Bidder at a competitive disadvantage or
otherwise prevent the Program from considering the bid on the affected item(s).
Any deviation from any of the item specifications, including the delivery of any product
other than the specific brand and model of the product awarded, will be grounds for
rejection of the product(s) when delivered, and will expose the Bidder to the remedies
identified in section #22 of this General Terms and Conditions document entitled
"Remedies for Non-Performance of Contract, and Contract Termination" and may
jeopardize future business from the Program.
20. Contracts and Purchase Orders
A response to this Bid Invitation is an offer to contract with the Program and its
Members based upon the Item Specifications and the General Terms and Conditions
contained in the Bid Invitation. Bids do not become contracts unless and until they are
both accepted by the Program through an Award Notice to the Bidder, and put into
effect by the issuance of a Purchase Order(s) signed by an authorized representative
of a participating Member. Purchase Orders will be delivered directly to the Bidder. All
deliveries and financial transactions will occur directly between the Bidder and the
Members.
21. Invoices, Packing Lists, and Payment
Packing lists or other suitable shipping documents must accompany each shipment
and must identify (a) the name and address of the Bidder, (b)the name and address or
delivery location of the receiving entity, (c) the Purchase Order number, and (d)
detailed descriptive information identifying the item(s)delivered, including quantity, item
number, product code, item description, number of containers, etc.
All invoices must reflect (a) the name and address of the Bidder, (b) the name and
address or delivery location of the receiving entity, (c) the appropriate Purchase Order
number, and (d) detailed descriptive information identifying the item(s) delivered,
including quantity, item number, product code, item description, etc., and must include
a properly signed copy of the delivery receipt. Invoices must be mailed directly to the
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P rchasi+g R gram of the Education Sow( Center,Regi n 2
ordering Member.
The Members will not be held responsible for any products delivered or invoiced
without a valid current Purchase Order number.
The Program cannot control the payment terms adopted and/or followed by its
individual members; however, the Program does attempt to remind its members of the
importance of following prompt payment policies. Notwithstanding the above, the
payment terms stated on each individual Purchase Order will be the controlling factor in
the determination of payment terms. Each Invoice should include the Bidder's normal
payment terms in the event that any Purchase Order fails to address the subject.
In any case, payment will be made only after satisfactory delivery and acceptance of
merchandise in good order, including the necessary documentation indicated above,
and only after receipt of a correct Invoice from the Bidder, including the necessary
information indicated above.
At the option of the Member, invoices with incorrect prices or other errors or
inconsistencies will not be paid until corrected, whether by credit memo(s) or issuance
of a corrected invoice. At the option of the Member, invoices may be corrected upon
receipt and payment may be made based upon their corrections.
No term in this contract shall be construed to conflict with the Texas Prompt Payment
law, Texas Government Code, Chapter 2251, which shall govern the payment by
Members to Bidders, to the extent such Members are covered by the law.
22. Remedies for Non-Performance of Contract, and Termination of Contract
If the Bidder cannot comply with the terms and conditions in fulfilling its contract as
anticipated, the Bidder must supply the same products or services contracted from
other sources at the contract price. The Bidder's delay in the above will constitute the
Bidder's material breach of contract, whereupon the Program may terminate the
Bidder's contract for cause as provided by the remainder of this section.
Unless this contract is extended by mutual agreement of the Parties on a month to
month basis beyond the expiration of the contract time period as stated in the Notice of
Invitation to Bid, this contract shall terminate upon the expiration of the contract term as
stated in the Notice of Invitation to Bid.
If any delay or failure of performance is caused by a Force Majeure event as described
in section #23 of this General Terms and Conditions document entitled "Force
Majeure," the Program may, in its sole discretion, terminate this contract in whole or
part, provided such termination follows the remaining requirements of this section.
Except as otherwise provided for within the General Terms and Conditions of this
document, this contract may be terminated in whole or in part by either Party in the
event of substantial failure by the other Party to fulfill its obligations under this contract
through no fault of the terminating Party; provided that no such termination may be
implemented unless and until the other Party is given (1) at least ten (10) days written
notice (delivered by certified mail, return receipt requested) of intent to terminate, and
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Purchasing Program of the Education Service Center Rep 2
(2) an opportunity for consultation with the terminating Party, followed by a reasonable
opportunity, of not more than ten (10)working days, to rectify the defects in products or
performance, prior to termination.
Valid causes for termination of this contract will include, but are not limited to:
a) the Bidder's failure to adhere to any of the provisions of the General Terms and
Conditions of this Bid Invitation;
b) the Bidder delivering any product(s) that fails to meet the Item Specifications
included in this Bid Invitation relating to the awarded product(s);
c) the Bidder delivering any substitution(s) of product(s) different than those originally
bid and awarded without the prior written approval of the Member placing the order;
d) the Bidder's failure to meet the required delivery schedules as identified in the
contract documents; or
e) the Bidder's violation of any other provision contained within these General Terms
and Conditions or any attachment thereto which provides for contract termination
as a remedy.
Notwithstanding anything contained in this section, in the event of the Bidder's breach
of any provision in this contract, the Program reserves the right to enforce the
performance of this contract in any manner prescribed by law or deemed to be in the
best interest of its Members, including, but not limited to, the purchase of other
products of like type and quality from other sources in the open market. In the event
the Program elects to purchase other products from other sources, the Program will
invoice the Bidder for any increased costs to the Program or its Members, and the
Bidder agrees, by submission of a bid response, to promptly pay any such charges
invoiced. In the event the Program terminates this contract, in whole or in part, for any
reason provided for within the contract, the Program reserves the right to award the
canceled contract, or any portion thereof, to the next lowest or best bidder as it deems
such award to be in the best interest of its Members.
Any contract termination resulting from any cause other than a Force Majeure event
will be deemed valid reason for not considering any future bids from the defaulting
Bidder.
In the performance of this contract, time is of the essence and these General Terms
and Conditions are of the essence.
23. Force Majeure
The term Force Majeure shall include, but is not limited to, governmental restraints or
decrees, provided they affect all companies in the Bidder's industry equally and are not
actions taken solely against the Bidder; acts of God (except natural phenomena, such
as rain, wind or flood, which are normally expected in the locale in which performance
is to take place); work stoppages due to labor disputes or strikes; fires; explosions;
epidemics; riots; war; rebellion; or sabotage.
The Parties to this contract will be required to use due caution and preventive
measures to protect against the effects of Force Majeure, and the burden of proving
that Force Majeure has occurred shall rest on the Party seeking relief under this
section. The Party seeking relief due to Force Majeure will be required to promptly
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I u c1 asi Prr)grarn of Ih'Iliticabon Service Center,Region 2
notify the other Party in writing, citing the details of the Force Majeure event, and will
be required to use due diligence to overcome obstacles to performance created by the
Force Majeure event, and shall resume performance immediately after the obstacles
have been removed, provided the contract has not been terminated in the interim.
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, provided the affected Party has promptly notified the other party
in writing. Neither Party shall have any claim for damages against the other resulting
from delays caused solely by Force Majeure.
Neither the Program nor its Members will be responsible for any costs incurred by the
Bidder because of the Force Majeure event unless the Program or its Member has
requested, in writing, that the Bidder incur such costs in connection with any delay or
work stoppage caused by the Force Majeure event, and the Program has agreed in
such writing to incur such additional costs.
Notwithstanding any other provision of this section, in the event the Bidder's
performance of its obligations under this contract is delayed or stopped by a Force
Majeure event, the Program shall have the option to terminate this contract in
accordance with section #22 of this General Terms and Conditions document entitled
"Remedies for Non-Performance of Contract, and Contract Termination." Furthermore,
this section shall not be interpreted as to limit or otherwise modify any of the Program's
rights as provided elsewhere in this contract.
24. Non-Collusion Certification
By signing this bid, the Bidder certifies that, to the best of his/her knowledge:
a) neither the Bidder nor any business entity represented by the Bidder has received
compensation for participation in the preparation of the item specifications or the
General Terms and Conditions related to this Bid Invitation;
b) this bid or proposal has been arrived at independently and is submitted without
collusion with any other bidder, with any competitor or potential competitor, or with
any other person or entity to obtain any information or gain any special treatment or
favoritism that would in any way limit competition or give any bidder an unfair
advantage over any other bidder with respect to this bid;
c) the Bidder has not accepted, offered, conferred, or agreed to confer, and will not in
the future accept, offer, confer, or agree to confer, any benefit or anything of value
to any person or entity related to the Program or Members in connection with any
information or submission related to this bid, any recommendation, decision, vote,
or award related to this bid, or the exercise of any influence or discretion
concerning the sale, delivery, or performance of any product or service related to
this bid;
d) neither the Bidder, nor any business entity represented by the Bidder, nor anyone
acting for such business entity, has violated the Federal Antitrust Laws or the
antitrust laws of this State with regard to this bid, and this bid or proposal has not
been knowingly disclosed, and will not be knowingly disclosed to any other bidder,
competitor, or potential competitor prior to the opening of bids or proposals for this
project; and
e) no attempt has been or will be made to induce any other person or entity to submit
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Purchasing Program of the Education Service Center,Region 2
or to not submit a bid or proposal.
The person signing this bid or proposal certifies that he/she has fully informed
himself/herself regarding the accuracy of the statements contained in this certification.
25. Assignment- Delegation
No responsibility or obligation created by this contract shall be assigned or delegated
by the Bidder without written permission from the Program. Any attempted assignment
or delegation by the Bidder shall be wholly void and totally ineffective for all purposes
unless made in conformity with this paragraph.
26. Certifications Regarding Legal, Ethical, and Other Matters
By signing this bid, the Bidder certifies that:
a) the Bidder has read and understands all the General Terms and Conditions in this
document, and agrees to be bound by them, and the person signing this bid is
authorized to submit bids on behalf of the Bidder;
b) the Bidder has noted any and all relationships that might be conflicts of interest and
included such information with his/her bid response;
c) the bid submitted conforms with all item specifications, these General Terms and
Conditions, and any other instructions, requirements, or schedules outlined or
included in this Bid Invitation;
d) if this bid is accepted, in whole or in part, the Bidder will furnish any item(s)
awarded to them under this Bid Invitation to the Members at the price bid, and in
accordance with the item specifications and the terms and conditions contained in
this Bid Invitation;
e) the Bidder has, or has the ability to obtain, such financial and other resources,
including inventories, as may be required to fulfill all the responsibilities associated
with this bid;
f) the Bidder has a high degree of integrity and business ethics, and a satisfactory
record of performances, and has not been notified by any local, state, or federal
agency with competent jurisdiction that its standing in any matters whatsoever
would preclude it from participating in this bid, it would in no other way whatsoever
be disqualified to bid or receive any award or contract related to this bid, and the
Bidder will comply with any reasonable request from the Program to supply any
information sufficient to substantiate the Bidder's ability to meet these minimum
standards;
g) concerning paragraph "f)" above, the Bidder has identified and disclosed in this
written bid response any and all known or suspected matters that would disqualify it
from participating in this bid or receiving any award or contract related to this bid,
recognizing that the Bidder's failure to identify and disclose any such matters
constitutes its affirmation that no such matters exist;
h) the Bidder has obtained, and will continue to maintain during the entire term of this
contract, all permits, approvals, or licenses, necessary for lawful performance of its
obligations under this contract;
i) the prices, prompt payment discount terms, delivery terms, distribution allowances,
and the quality and/or performance of the products offered in the bid response are
and will remain the same or better than those offered to the Bidder's most favored
customer under equivalent circumstances;
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—Purchasing Program of the tax ation w a Center,Retic n 2
j) the Bidder will comply with all laws relating to intellectual property, will not infringe
on any third party's intellectual property rights, and will indemnify, defend, and hold
the Program and its Members harmless against any claims for infringement of any
copyrights, patents, or other infringements related to its activities under this
contract;
k) the bid submitted complies with all federal, state, and local laws concerning these
types of products or services, and the Bidder will continue to comply with any
applicable federal, state, and local laws related to the Bidder's activities in
connection with this contract;
I) the Bidder will maintain, at the Bidder's expense, any insurance necessary to
protect the Program and its Members from all claims for bodily injury, death, or
property damage that might arise from the performance by the Bidder or the
Bidder's employees or its agents of any service required of the Bidder under this
contract; however, the existence of such insurance will not relieve the Bidder of full
responsibility and liability for damages, injury, death, or loss as described or as
otherwise provided for by law;
m) neither the Program nor any of its Members shall be liable to the Bidder for any
damages (including, but not limited to, loss of profits or loss of business, or any
special, consequential, exemplary, or incidental damages) in the event that the
Program declares the Bidder in default; and
n) the Bidder understands that the inclusion of any false statement in this bid
application may result in bid disqualification and, if awarded, such false
statement(s) constitute a material breach of contract which will void the submitted
bid or any resulting contracts, and subject the Bidder to removal from all bid lists,
and possible criminal prosecution.
Unless otherwise provided for in this Bid Invitation, any written notice or other
communication required by this bid or by law will be conclusively deemed to have been
given and received on the second business day after such written notice has been
deposited in the U. S. Mail, properly addressed, and with sufficient postage affixed
thereto, provided such notice shall not prevent the giving of actual notice in any other
manner.
27. Equal Employment Opportunity(EEO) Disclosures
The Bidder agrees that during the period of any contract resulting from any award
under this Bid Invitation, the Bidder will comply with all applicable equal employment
opportunity laws and regulations, including, but not limited to an agreement not to deny
any benefit to, exclude from any opportunity, or discriminate in any way against, any
applicant, employee, or any other person because of age, color, creed, gender,
handicapping condition, marital status, national origin, political affiliation or belief, race,
religion, or veteran status.
The Bidder further agrees that the Bidder is and, during the period of any contract
resulting from any award under this Bid Invitation will remain, in compliance with
Executive Order 11246, entitled "Equal Employment Opportunity" as amended by
Executive Order 11375, and as supplemented in Department of Labor Regulations
(41CFR Part 60).
The occurrence of any prohibited discrimination will constitute the Bidder's breach of
contract due to a substantial failure by the Bidder to fulfill its obligations, whereupon the
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Purchasing Program of the Education Service C enter,Region 2
Program may terminate the Bidder's contract for cause as provided by section #22 of
this General Terms and Conditions document entitled "Remedies for Non-Performance
of Contract, and Contract Termination."
28. Venue
This contract will be construed and governed according to the laws of the State of
Texas. Both parties agree that venue for any litigation arising from this contract shall
lie in Nueces County, Corpus Christi, Texas.
29. Waiver
No claims or rights arising out of a breach of this contract can be discharged in whole
or part by a waiver or renunciation of the claim or right unless the waiver or
renunciation is supported by consideration and is in writing signed by the aggrieved
party.
30. Interpretation— Parol Evidence
This contract is intended by the parties as a final expression of their agreement and a
complete and exclusive statement of the terms of their agreement. No course of prior
dealing between the parties and no usage of the trade shall be relevant to supplement
or explain any terms used in this contract. Acceptance or acquiescence in a course of
performance rendered under this contract shall not be relevant to determine the
meaning of this contract even though the accepting or acquiescing party has
knowledge of the performance and opportunity for objection. Whenever a term defined
by the Texas Business & Commerce Code is used in this contract, the definition
contained in the Code shall be controlling.
31. Right to Assurance
Whenever one Party to this contract in good faith has reason to question the other
Party's intent to perform he may demand that the other Party give written assurance of
his intent to perform. In the event that a demand is made and no assurance is given
within five (5) days, the demanding Party may treat this failure as an anticipatory
repudiation of the contract.
32. Extension /Non-Appropriations Clause
This contract may be renewed for(1) one additional year if the Bidder and the Program
mutually agree and no increases in costs are incurred. Non-appropriations for renewal
of contract will also be in accordance with the Local Government Code 271.005 (b)
concerning non-appropriation clauses for multi-year contracts. Each participating local
government member reserves the right to rescind the contract at the end of the fiscal
year if it is determined that funding is not available to extend the contract.
33. Proposal Acceptance
The period for acceptance of this proposal will be sixty (60) calendar days unless a
different period is indicated by the Bidder.
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-Purchasing Program of the Education Service Center,Region 2
34. Financing of the Program
The cost of the Program is funded through a ten-percent(10%) vendor participation fee
paid to the Program by participating vendors. This fee is based on actual invoiced
sales to Members from vendors.
35. Invoicing Participation Fees
The Program will invoice the Bidder on a monthly basis for the two-percent (2%)
participation fee. The invoice will be based on total sales made through the Program.
The Bidder will remit payment to the Program on a net thirty(30) day term.
36. Promotion of Contract:
It is agreed that the Bidder will encourage all eligible Members to purchase from
Program's awarded contracts and vendors.
37. Questions Regarding Bid
Questions or requests for additional information concerning this bid or the
specifications SHALL be in writing and addressed to:
Goodbuy Purchasing Cooperative
do Education Service Center, Region 2
209 N. Water Street, Room 2-022
Corpus Christi, TX 78401-2528
Telephone: 800-891-6403 or 361-561-8452
Email: Melanie.canedo@esc2.us or purchasing@esc2.us
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