R26-0762
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RESOLUTION NO. R26-076
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
BEACH, FLORIDA, APPROVING A PIGGYBACK AGREEMENT WITH TO
SYNNEX CORPORATION FOR CYBER SECURITY SOLUTIONS AND
SERVICES, FOR AN AMOUNT NOT TO EXCEED $400,000.00
ANNUALLY; AND FOR ALL OTHER PURPOSES.
WHEREAS, Region 4 Education Service Center ("Region 4 ESC") conducted a competitive
solicitation and issued Request for Proposal Number 25-03 for Cyber Security Solutions and
Services; and
WHEREAS, following a competitive procurement process, Region 4 ESC awarded Contract
No. R250307 (the "Master Agreement") to TD SYNNEX Corporation ("Vendor") for Cyber Security
Solutions and Services, effective October 1, 2025, through September 30, 2028, with two (2) one-
year renewal options, which is administered through OMNIA Partners and made available to state
and local governmental entities upon registration; and
WHEREAS, the City of Boynton Beach is an eligible Public Agency under the Master
Agreement and has registered with OMNIA Partners to participate; and
WHEREAS, the Master Agreement permits the Vendor to utilize authorized resellers and
dealers approved pursuant to the terms of the Master Agreement, and the City desires to also
procure Goods and/or Services through such authorized resellers, subject to the pricing and terms
of the Master Agreement,, and
WHEREAS, pursuant to the City's Purchasing Policy, Section X — Alternatives to Formal
Sealed Bids, the City is authorized to procure goods and services by piggybacking another
governmental entity's competitively awarded contract, and the Region 4 ESC competitive
solicitation satisfies the City's procurement requirements and is consistent with Florida law; and
WHEREAS, the City Commission, upon the recommendation of staff, has determined it is
in the best interests of the City's citizens and residents to approve a Piggyback Agreement with
TO SYNNEX Corporation for Cyber Security Solutions and Services in an annual amount not to
exceed Four Hundred Thousand Dollars ($400,000.00).
RESOLUTION NO. R26-076
33 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
34, BEACH, FLORIDA, THAT:
35 SECTION 1. The foregoing "Whereas' clauses are hereby ratified and confirmed as
36 being true and correct and are hereby made a specific part of this Resolution upon adoption.
37 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
38 approve the Agreement between Vendor and the City for Cyber Security Solutions and Services
39 in an annual amount not to exceed Four Hundred Thousand Dollars ($400,000.00) (the
40 "Agreement'), in form and substance similar to that attached as Exhibit A.
41 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
42 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
43 ancillary documents required under the Agreement or necessary to accomplish the purposes of
44 the Agreement, including any term extensions as provided in the Agreement, provided such
45 documents do not modify the financial terms or material terms.
46 SECTION 4. The City Clerk shall retain the fully executed Agreement as a public record
47 of the City. A copy of the fully executed Agreement shall be provided to Stephanie Brown to
48 forward to the Vendor.
49 SECTION S. This Resolution shall take effect in accordance with the law.
50 [SIGNATURES ON THE FOLLOWING PAGE]
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RESOLUTION NO. R26-076
PASSED AND ADOPTED this 5 day of Nno-G 2026.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor -Rebecca Shelton (1.�eYN-
Vice Mayor - Thomas Turkin ✓
Commissioner -Angela Cruz
Commissioner - Mack McCray JG
Commissioner -Aimee Kelley ✓
ATTEST:
(/.IQ,
Tammy Stan lone
Interim City Clerk
(Corporate
VOTE 11'D
Rebecca 51 elt nT4t,pr�.c�S
-Mayor-Jia-e.\ s\
APPROVED AS TO/I\FORM:
1 O
Shawna G. Lamb
City Attorney
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E
PIGGYBACK AGREEMENT BETWEEN
THE CITY OF BOYNTON BEACH AND TD SYNNEX
CORPORATION FOR CYBER SECURITY SOLUTIONS AND
SERVICES
This Piggyback Agreement is made as of this 5 day of MSS • 2026 (the "Effective
Date"), by and between TO Synnex Corporation, a California Corporation registered to do
business in the State of Florida, with a principal address of 5350 Tech Data Drive, Clearwater, FL
33760, hereinafter referred to as "Vendor," and the City of Boynton Beach, a municipal
corporation organized and existing underthe laws of Florida, with a business address of 100 East
Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City."
RECITALS
WHEREAS, on March 5, 2025, the Region 4 Education Service Center ('Region 4 ESC")
Department of Procurement issued " Request for Proposal" (RFP) 25-03, Contract Number
R250307 as the Principal Procurement Agency, which partnered with OMNIA Partners to
establish a Master Agreement for Cyber Security Solutions & Services ("Services") for which they
received twenty-nine (29) responses; and
WHEREAS, the Region 4 Education Service Center ('Region 4 ESC') and OMNIA Partners
found Sunbelt Rentals, Inc. to be the lowest responsive, responsible bidder, and awarded it a
three-year (3) agreement commencing October 1, 2025, with a termination date of September
30, 2028, with an option to renew for two (2) additional one-year periods through September 30,
2030; or for a lesser period of time as determined by Region 4 ESC Master Agreement; and
WHEREAS, the City of Boynton Beach is a member of OMNIA Partners Member ID
4002822;and
WHEREAS, OMNIA Partners instituted a cooperative purchasing program under which
member Participating Agencies may reciprocally utilize competitively solicited Master
Agreements awarded by the Principal Procurement Agency, a copy of the Master Agreement is
attached hereto as Exhibit "A"; and
WHEREAS, the City desires to obtain the Good and/or Services from Vendor; and
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WHEREAS, the Master Agreement permits Vendor to utilize authorized resellers and
dealers and the City desires to also procure Goods and/or Services through such authorized
resellers; and
WHEREAS, the City's Purchasing Polity Section X — Alternatives to Formal Sealed Bids,
provides authority forthe City to acquire or contract for goods/services without utilizing a sealed
competitive method orthe written quotations method where the desired services are the subject
of an agreement that utilizes another government entity's contract, provided that the contract
was awarded based strictly on competitive bidding; and
WHEREAS, the City and Vendor have agreed to allow the City to piggyback the Master
Agreement, a copy of which is attached as Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for
other valuable consideration received, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The foregoing recitals are true and correct and are hereby incorporated into this
Agreement.
2. TERM: The term of this Agreement commences on the Effective Date, and will remain in
effect until September 30, 2028, with two (2) one-year renewal options (collectively the
'Term"). The initial term and any subsequent renewals of this Agreement are subject to
the renewal or extension of the Master Agreement. The Mayor is authorized to execute
amendments to renew the Agreement on behalf of the City.
3. CONTRACT TERMS: The Vendor agrees to provide Goods and/or Services to the City, on
an as -needed basis as requested by the City through purchase orders, on the same terms
and in the same manner outlined in the Master Agreement, except as otherwise provided
herein. For purposes of this Agreement, "Goods" includes any hardware, software,
licenses, subscriptions, and related products procured under this Agreement and
"Services" includes any cybersecurity professional services, managed security services,
implementation services, configuration services, assessments, and any other services
performed by Vendor under this Agreement. The City has no obligation to purchase any
minimum quantity of Goods or Services. All recitals, representations, and warranties of
Vendor made by Vendor in the Master Agreement are restated as if set forth fully herein,
made for the benefit of the City, and incorporated herein, except that all references to
the "Region 4 Education Service Center (Region 4 ESC") and OMNIA Partners" are hereby
replaced with the "City of Boynton Beach." Vendor represents and warrants that all Good
delivered and Services performed shall conform to the specifications, descriptions, and
quality standards set forth in the Master Agreement. All Services performed under this
Agreement shall be performed by personnel with qualifications, certifications, and
experience appropriate to the cybersecurity services being provided. Vendor shall,
without additional compensation, promptly repair or replace any defective, damaged, or
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non -conforming Goods. Vendor warrants all Goods and Services provided under this
Agreement for a period of one (1) year from the date of delivery and acceptance by the
City with respect to Goods, and one (1) year from the date of completion and acceptance
by the City with respect to Services. This warranty period is in addition to, and does not
limit or replace, any manufacturer's warranty or any warranty provided under the Master
Agreement, whichever is longer or more favorable to the City. Vendor shall be responsible
for all costs associated with warranty repairs or corrections, regardless of when the
deficiency is discovered during the warranty period. Failure to correct deficiencies within
a reasonable time, as determined by the City, shall constitute a material breach of this
Agreement. The City shall compensate Vendor pursuant to the rates outlined in the
Master Agreement in an annual amount not to exceed FOUR HUNDRED THOUSAND
DOLLARS ($400,000.00) per year.
4. NOTICES: All Notices to the City shall be in writing by certified mail return receipt
requested, or customarily used overnight transmission with proof of delivery, sent to:
City: Daniel Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010 / Facsimile: (561) 742-6090
Copy: Shawna G. Lamb, City Attorney
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010 / Facsimile: (561) 742-6090'
Vendor Contact: TD Synnex Corporation
Attn: Randy Finley, Sr. Director, Business Development
5350 Tech Data Drive
Clearwater, FL 33760
Telephone: (510) 402-7058
Email: Randy.FinloL@tdsynnex.com
S. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed
to:
Boynton Beach Finance Department
Attn: Accounts Payable
P.O. Box 310
Boynton Beach, FL 33425
Invoices shall show the nature of the service and dates(s) of service. Invoices based on
hourly rates shall show the actual hours worked, the person performing services, the
nature of the service, the hourly rate, and the dates(s) of service. Invoices may be
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submitted no more frequently than monthly. However, all services rendered before
September 30th of any given year must be invoiced by September 30th of that year.
Vendor shall provide a W-9 with the first invoice.
The fee shall be paid based on receipt of a proper invoice in accordance with the invoice
schedule indicated above. Payment will be made within 45 days of receipt of a proper
invoice in accordance with the Local Government Prompt Payment Act, Section 218.70,
et al., Florida Statutes. No payment made under this Agreement shall be conclusive
evidence of the performance of this Agreement by Vendor, either wholly or in part, and
no payment shall be construed to be an acceptance of or to relieve Vendor of liability for
the defective, faulty, or incomplete rendition of the services.
6. TAX EXEMPT: Prices applicable to the City do not include applicable state and local sales,
use, and related taxes. The City is exempt from state and local sales and use taxes and
shall not be invoiced for them. Upon request, the City will provide the Vendor with proof
of tax-exempt status.
7. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall
be considered nor construed to waive City's rights and immunities under the common law
or section 768.28, Florida Statutes, as may be amended.
B. ATTORNEY'S FEES: If either Party brings suit for enforcement of the Agreement, each
Party shall bear its own attorney's fees and court costs.
9. PUBLIC RECORDS: The City is a public agency subjectto Chapter 119, Florida Statutes. The
Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor shall:
A. Keep and maintain public records required by the City to perform the service;
B. Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt orthat are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and, following completion of the contract,
Vendor shall destroy all copies of such confidential and exempt records remaining
in its possession once the Vendor transfers the records in its possession to the City;
and
D. Upon completion of the contract, Vendor shall transferto the City, at no cost to the
City, all public records in Vendors possession. All records stored electronically by
Vendor must be provided to the City, upon request from the City's custodian of
public records, in a format compatible with the City's information technology
systems.
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E. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
10. DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF
CONCERN. Vendor represents that it has not been placed on the "discriminatory vendor
list" as provided in Section 287.134, Florida Statutes, and that it is not a "scrutinized
company" under Sections 215.473 or 215.4725, Florida Statutes. Vendor represents and
certifies that it is not, and for the duration of the Term, will not be, ineligible to contract
with City on any of the grounds stated in Section 287.135, Florida Statutes. Vendor
represents that it is and will remain in compliance with Section 286.101, Florida Statutes,
for the duration of the Term.
11. E -VERIFY. Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility,"
including registering and using the E -Verify system to verify the work authorization status
of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination
of this Agreement. Any challenge to termination under this provision must be filed in the
Circuit Court no later than 20 calendar days after the termination date. If this Agreement
is terminated for Vendor's violation of the statute, Vendor may not be awarded a public
contract for one (1) year after the termination date.
12. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or
any subcontractor will have access to an individual's personal identifying information
under this Agreement. Vendor represents and certifies: (i) Vendor is not owned by the
government of a foreign country of concern; (ii) the government of a foreign country of
concern does not have a controlling interest in Vendor; and (III) Vendor is not organized
under the laws of and does not have its principal place of business in, a foreign country
of concern. On or before the effective date of this Agreement, Vendor and any
subcontractor that will have access to personal identifying information shall submit to
City executed affidavits) under penalty of perjury, in a form approved by City, attesting
that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.
Compliance with the requirements of this section is included in the requirements for a
proper invoice, as outlined in Section 6. Terms used in this section that are not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in Section
287.138, Florida Statutes.
13. ANTI-HUMAN TRAFFICKING. On or before the effective date of this Agreement, Vendor
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shall provide City with an affidavit attesting that the Vendor does not use coercion for
labor or services, in accordance with Section 787.06(13), Florida Statutes.
14. PUBLIC ENTITY CRIME ACT. Vendor represents that it is familiar with the requirements
and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
that its entry into this Agreement will not violate that Act. Vendor further represents that
there has been no determination that it committed a "public entity crime" as defined by
Section 287.133, Florida Statutes, and that it has not been formally charged with
committing an act defined as a "public entity crime" regardless of the amount of money
involved or whether Vendor has been placed on the convicted vendor list.
15. DISPUTES: Any disputes that arise between the parties regarding the performance of this
Agreement that cannot be resolved through negotiations shall be submitted to a court of
competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
16. EXECUTION OF THE AGREEMENT: This Agreement will take effect once signed by both
parties. This Agreement may be signed by the parties in counterparts, which together
shall constitute one and the same agreement among the parties. A facsimile signature
shall constitute an original signature for all purposes. Each person signing this Agreement
on behalf of either Party individually warrants that he or she has full legal power to
execute the Agreement on behalf of the Party for whom he or she is signing and to bind
and obligate such Party concerning all provisions contained in this Agreement.
17. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by the City for
convenience upon fourteen (14) calendar days of written notice by the terminating party
to the other party for such termination, in which event the Vendor shall be paid its
compensation for services performed to the termination date, including services
reasonably related to termination. If the Vendor abandons the Agreement or causes it to
be terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
18. TERMINATION FOR CAUSE: In addition to all other remedies available to the City, this
Agreement shall be subject to cancellation by the City for cause should Vendor neglect or
fail to perform or observe any of the terms, provisions, conditions, or requirements herein
contained, if such neglect or failure continues for thirty (30) calendar days after receipt
by Vendor of written notice of such neglect or failure.
19. INDEMNIFICATION: Vendor shall indemnify and hold harmless the City, its elected and
appointed officers, agents, assigns and employees, consultants, separate vendors, any of
their subcontractors, or sub -subcontractors, from and against claims, demands, or causes
of action whatsoever, and the resulting losses, damages, costs, and expenses, including
but not limited to attorneys' fees, including paralegal expenses, liabilities, damages,
orders, judgments, or decrees, sustained by the City arising out of or resulting from (A)
Vendor's performance or breach of Agreement, (B) acts or omissions, negligence,
recklessness, or intentional wrongful conduct by Vendor's, its agents, employees,
subcontractors, participants, and volunteers, and (C) Vendors failure to take out and
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maintain insurance as required under this Agreement. Vendor shall pay all claims and
losses in connection therewith and shall investigate and defend all claims, suits, oractions
of any kind or nature in the name of the City, where applicable, including appellate
proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue
thereon. The obligations of this section shall survive indefinitely regardless of termination
of the Agreement.
20. INSURANCE: At the time of execution of this Agreement, the Vendor shall provide the
City with a copy of Its Certificate of Insurance reflecting the insurance coverage required
by the Master Agreement. The Certificate of Insurance shall name the City of Boynton
Beach and its officers, employees, and agents as additional insured.
21. BONDING: If required by applicable Florida law, Vendor shall furnish performance and/or
payment bonds as required by Florida Statutes, regardless of whether such bonding was
required underthe Master Agreement. Vendor shall provide proof of bonding to the City
prior to commencement of Services if bonding is required by law for the type of services
being provided under this Agreement.
22. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is
applicable, City shall not be liable or responsible to Vendor beyond the amount remaining
due to Vendor under the Agreement, regardless of whether said liability be based in tort,
contract, indemnity or otherwise; and in no event shall City be liable to Vendor for
punitive or exemplary damages or lost profits or consequential damages.
23. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer
relationship between the Parties. The Parties intend that Vendor is an independent
contractor pursuant to the Agreement and shall not be considered the City's employee
for any purpose.
24. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times material
to the Agreement, Vendor shall perform its obligations in compliance with all applicable
federal, state, and local laws, rules, and regulations, including section 501.171, Florida
Statutes. Non-compliance may constitute a material breach of the Agreement.
25. CONFIDENTIAL INFORMATION; GENERATIVE ARTIFICIAL INTELLIGENCE; AND DATA
SECURITY.
A. Confidential Information and Generative Artificial Intelligence. Unless expressly
authorized in this Agreement, or in writing in advance by the City, Vendor is strictly
prohibited from disclosing, uploading, or otherwise making available to third
parties, directly or indirectly, including but not limited to through utilization of
generative artificial intelligence tools, any exempt, confidential, sensitive security,
or personal information of the City. Vendor must ensure that any use of generative
artificial intelligence tools by Vendor or its subcontractors does not involve the
disclosure of exempt, confidential, sensitive security, or personal information,
including, without limitation, for large language model learning or training. Vendor
must implement and maintain appropriate technological and operational
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safeguards to ensure compliance with the obligations of this section.
B. Data Security: Cvbersecurity Requirements. Vendor shall implement and maintain
administrative, technical, and physical safeguards that comply with industry best
practices and all applicable laws to protect City data from unauthorized access,
disclosure, alteration, and destruction. Vendor shall notify the City in writing within
24 hours of discovering any actual or suspected security incident, breach, or
unauthorized access involving City data. Vendor shall cooperate fully with the City
in investigating, mitigating, and remediating the incident at Vendors sole cost.
Vendor shall ensure that all subconsultants comply with the requirements of this
section.
26. ASSIGNMENT: If this Agreement and any interests granted herein shall be assigned,
transferred, or otherwise encumbered under any circumstances by Vendor, Vendor must
gain prior written consent from City thirty (30) business days before such transfer. For
purposes of this Agreement, any change of ownership of Vendor shall constitute an
assignment that requires the City's approval. Notwithstanding the foregoing, Vendor
may, without City's consent, assign this Agreement in whole or in part as part of a
corporate reorganization, consolidation, merger, or sale of substantially all of its assets
related to this Agreement. Vendor shall provide City with written notice of any such
corporate reorganization, consolidation, merger, or sale of substantially all of its assets
related to this Agreement within thirty (30) calendar days of such event.
27. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect
only as long as the expenditures provided for in the Agreement have been appropriated
by the City Commission of the City of Boynton Beach in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding. Early
termination by the City due to loss of funding shall obligate the Vendor to refund any
prepaid fees.
28. ENTIRE AGREEMENT. The Agreement, including the Master Agreement, sets forth the
entire Agreement between the City and the Vendor concerning the subject matter of this
Agreement. This Agreement supersedes all prior and contemporaneous negotiations,
understandings, and agreements, written or oral, between the parties. This Agreement
may not be modified except by the parties' mutual agreement set forth in writing and
signed by the parties.
29. SEVERABILITY. If any provision of this Agreement or application thereof to any person or
situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement and the application of such provisions to persons or situations other than
those as to which it shall have been held invalid or unenforceable, shall not be affected
thereby and shall continue in full force and effect, and be enforced to the fullest extent
permitted by law.
Signature Page to follow
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and
year last set forth below.
CITY OF BOYNTON BEACH, FLORIDA TD SYNNEX CORPORATION
[Le�pnyJn.na�}er`'0`'y
*ebuM73hettomffty r (Signature) TO Synnex Corporation
�or+�aS Twi�h.n � V•cF, Yharoe'
Randy Finley
Print Name of Authorized Official
Approved as to Form:
Shawna G. Lamb, City Attorney
Attested/Authenticated:
r
Tammystanzl ne,lnterh tyclerk
Title
Sr. Director, Public Sector
Attest/Authenticated:
(Signature), Witness
Print Name
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EXHIBIT A
MASTER AGREEMENT BETWEEN REGION 4 EDUCATION SERVICE CENTER (ESC) AND TO
SYNNEX CORPORATION CONTRACT X R250307
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Region 4 Education Service Center (ESC)
Contract # R25O3O7
for
Cyber Security Solutions and Services
with
TID SYNNEX Corporation
Effective: October 1, 2025
The following documents comprise the executed contract between the
Region 4 Education Service Center and TID SYNNEX Corporation, effective
October 1, 2025:
I. Vendor Contract and Signature Form
II. Executed Offer and Signature Form
III. Supplier's Response to the RFP, incorporated by reference
I�1,»►�I �1►:I�I
CONTRACT
This Contract ("Contract') is made as of June 24, 2025 by and between TD SYNNEX
Corporation. ("Contractor') and Region 4 Education Service Center ("Region 4 ESC') for
the purchase of Cyber Security Solutions ("the products and services').
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number 25-03 for ("RFP"), to which
Contractor provided a response ("Proposal"); and
WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in
providing the services/materials described in the RFP and Proposal;
WHEREAS, both parties agree and understand the following pages will constitute the Contract
between the Contractor and Region 4 ESC, having its principal place of business at 7145 West
Tidwell Road, Houston, TX 77092.
WHEREAS, Contractor included, in writing, any required exceptions or deviations from these
terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4
ESC, said exceptions or deviations are incorporated into the Contract.
WHEREAS, this Contract consists of the provisions set forth below, including provisions of all
attachments referenced herein. In the event of a conflict between the provisions set forth below
and those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Contract will provide that any state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and agencies for the
public benefit ("Public Agencies") may purchase products and services at prices indicated in the
Contract upon the Public Agency's registration with OMNIA Partners.
1) Term of agreement. The initial term of the Contract is for a period of three (3) years unless
terminated, canceled, or extended as otherwise provided herein. Region 4 ESC shall have
the right in its sole discretion to renew the Contract for additional terms up to two (2) years
after the end of the initial term or for a lesser period of time as determined by Region 4 ESC
by providing written notice to the Contractor of Region 4 ESC's intent to renew thirty (30) days
prior to the expiration of the original term. Contractor acknowledges and understands Region
4 ESC is under no obligation whatsoever to extend the term of this Contract. In the event the
proposal term, including renewals, ends before another proposal is executed, proposal prices
and discounts may be extended on a month-to-month basis by mutual consent. Extensions
are limited to the lesser of: a) six (6) additional monthly terms, or b) the time which is required
to complete a new solicitation for the goods and services provided for in this solicitation.
Notwithstanding the foregoing paragraph, the term of the Contract, including any extension of
the original term, shall be further extended until the expiration of any Purchase Order issued
within the Contract term for a period of up to one year beyond the Contract term.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this
agreement, and described in the RFP, incorporated herein by reference as though fully set
forth herein.
3) Form of Contract. The form of Contract shall consist of this Contract, any Purchase Order (or
other similar document agreed to in writing by Region 4), Region 4's Standard Terms and
Conditions for Procurement Solicitations, the RFP and any Addenda, Region 4's Electronic
Bid Certifications, the Offeror's Best and Final Offer(s), as accepted by Region 4, and the
Offeror's Proposal, as accepted by Region 4, each instrument incorporated herein by
reference.
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted
by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract,
ii. Any Purchase Order (or other such similar document agreed to in writing by Region 4),
iii. Region 4's Standard Terms and Conditions for Procurement Solicitations,
iv. RFP and any Addenda,
V. Region 4's Electronic Bid Certifications,
vi. Offeror's Best and Final Offer, as accepted by Region 4, and
vii. Offeror's proposal, as accepted by Region 4.
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or
provide any material or service under this Contract until Contractor receives a purchase order
for such work or is otherwise directed to do so in writing by Region 4 ESC.
6) Entire Agreement (Parol evidence. The Contract, as specified above, represents the final
written expression of agreement. All agreements are contained herein and no other
agreements or representations that materially alter it are acceptable.
7) Assignment of Contract. No assignment of Contract may be made without the prior written
approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material
change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.).
8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to
perform this Contract, a successor in interest must guarantee to perform all obligations under
this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of
name agreement will not change the contractual obligations of Contractor.
9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding
unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional
distributors or dealers, other than those identified at the time of submitting their proposal, to
sell under the Contract without notification and prior written approval from Region 4 ESC.
Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or
dealer. Purchase orders and payment can only be made to the Contractor unless otherwise
approved by Region 4 ESC. Pricing provided to members by added distributors or dealers
must also be less than or equal to the Contractor's pricing.
11) TERMINATION OF CONTRACT
a) Cancellation for Non -Performance or Contractor Deficiency. Region 4 ESC may terminate
the Contract if purchase volume is determined to be low volume in any 12 -month period.
Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to
failure by Contractor to carry out any obligation, term or condition of the contract. Region
4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any
of the following:
i. Providing material that does not meet the specifications of the Contract;
ii. Providing work or material was not awarded under the Contract;
iii. Failing to adequately perform the services set forth in the scope of work and
specifications;
iv. Failing to complete required work or furnish required materials within a reasonable
amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC
reason to believe Contractor will not or cannot perform the requirements of the
Contract; or
vi. Performing work or providing services under the Contract prior to receiving an
authorized purchase order.
Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide
a satisfactory response to Region 4 ESC. Failure to adequately address all issues of
concern may result in Contract cancellation. Upon cancellation under this paragraph, all
goods, materials, work, documents, data and reports prepared by Contractor under the
Contract shall immediately become the property of Region 4 ESC.
b) Termination for Cause. Conditions of cancellation are addressed in the General Terms
and Conditions set forth by Region 4 ESC in the section titled "NON-PERFORMANCE
/TERMINATION OF CONTRACT".
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or
within a reasonable time period as interpreted by the purchasing agent or failure to make
replacements or corrections of rejected articles/services when so requested shall
constitute grounds for the Contract to be terminated. In the event Region 4 ESC must
purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a
reasonable time period, for all expenses incurred.
d) Force Majeure. Conditions of Force Majeure are addressed in the General Terms and
Conditions set forth by Region 4 ESC in the section titled "FORCE MAJEURE".
e) Standard Cancellation for Convenience. Region 4 ESC may cancel this Contract in whole
or in part for convenience and without cause by providing written notice. Such cancellation
will take effect 30 calendar days after Region 4 sends the notice of cancellation. After the
30th calendar day all work will cease following completion of final purchase order, provided
that when Region 4 may in its sole discretion direct Contractor to cease performance of
the contract at any time during the 30 day notice period, in which case Contractor shall
discontinue any further charges to Region 4.
12) Licenses. Maintenance of licenses are addressed in the General Terms and Conditions set
forth by Region 4 ESC in the section titled "LICENSES AND PERMITS; PERFORMANCE".
13) Survival Clause. Conditions of survival are addressed in the General Terms and Conditions
set forth by Region 4 ESC in the section titled "SURVIVAL".
14) Delivery. Conforming products shall be shipped within 7 days of receipt of Purchase Order. If
delivery is not or cannot be made within this time period, the Contractor must receive
authorization for the delayed delivery. The order may be canceled by Region 4 if the estimated
shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and
shall be included in all pricing offered unless otherwise clearly stated in writing.
15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may
make the determination to return the material to the Contractor at no cost to Region 4 ESC.
The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be
responsible for arranging the return of the defective or incorrect material.
16) Payments. Payment shall be made after satisfactory performance, in accordance with all
provisions thereof, and upon receipt of a properly completed invoice.
17) Price Adjustments. Proposal prices must remain firm for at least one (1) calendar year from
the proposal opening date, unless a deviation from this standard and purpose for the deviation
is noted in the Vendor's response. Such deviations are subject to Region 4 ESC approval..
Price increases requested during the term of the contract may be granted at the sole discretion
of Region 4 ESC. Should it become necessary or proper during the term of this Contract to
make any change in design or any alterations that will increase price, Region 4 ESC must be
notified immediately. Price increases must be approved by Region 4 ESC and no payment for
additional materials or services, beyond the amount stipulated in the Contract shall be paid
without prior approval. All price increases must be supported by manufacturer documentation,
or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days
after approval and written notification from Region 4 ESC. It is the Contractor's responsibility
to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided
to Region 4 ESC, using the same format as was provided and accepted in the Contractor's
proposal.
Price reductions may be offered at any time during Contract. Special, time-limited reductions
are permissible under the following conditions: 1) reduction is available to all users equally;
2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original
price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published
price reduction during the Contract term.
18) Audit Rights. Audit rights are addressed in the General Terms and Conditions set forth by
Region 4 ESC in the section titled "RIGHT TO AUDIT".
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor
may substitute a new product or model if the replacement product meets or exceeds the
specifications and performance of the discontinued model and if the discount is the same or
greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be
added to the Contract. Pricing shall be equivalent to the percentage discount for other
products. Contractor may replace or add product lines if the line is replacing or supplementing
products, is equal or superior to the original products, is discounted similarly or greater than
the original discount, and if the products meet the requirements of the Contract. No products
and/or services may be added to avoid competitive procurement requirements. Region 4 ESC
may require additions to be submitted with documentation from Members demonstrating an
interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject
any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at
the time they become available under the following conditions: 1) the option is priced at a
discount similar to other options; 2) the option is an enhancement to the unit that improves
performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's
minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in
writing. Longer warranty periods and other specifications may be required if indicated herein
or through supplemental terms by Region 4.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their
work as required or directed. Upon completion of the work, the premises shall be left in good
repair and an orderly, neat, clean, safe and unobstructed condition.
24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared,
unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the
cost of site preparation in a purchase order. Site preparation includes, but is not limited to
moving furniture, installing wiring for networks or power, and similar pre -installation
requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor
agrees no employee or employee of a subcontractor who has been adjudicated to be a
registered sex offender will perform work at any time when students are or are reasonably
expected to be present. Contractor agrees a violation of this condition shall be considered a
material breach and may result in the cancellation of the purchase order at Region 4 ESC's
discretion. Contractor must identify any additional costs associated with compliance of this
term. If no costs are specified, compliance with this term will be provided at no additional
charge. This requirement is in addition to other provisions contained in this RFP related to
criminal history information.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees
on the worksite and shall erect and properly maintain all necessary safeguards for protection
of workers and the public. Contractor shall post warning signs against all hazards created by
its operation and work in progress. Proper precautions shall be taken pursuant to state law
and standard practices to protect workers, general public and existing structures from injury
or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.
Smoking will only be permitted in posted areas or off premises.
28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC,
payment may be made for materials not incorporated in the work but delivered and suitably
stored at the site or some other location, for installation at a later date. An inventory of the
stored materials must be provided to Region 4 ESC prior to payment. Such materials must be
stored and protected in a secure location and be insured for their full value by the Contractor
against loss and damage. Contractor agrees to provide proof of coverage and additionally
insured upon request. Additionally, if stored offsite, the materials must also be clearly identified
as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be
allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite,
as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's
responsibility to protect all materials and equipment. Contractor warrants and guarantees that
title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.
29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal
property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the
right to terminate the Contract at the expiration of each budget period during the term of the
Contract.
30) INDEMNITY. CONTRACTOR SHALL PROTECT, INDEMNIFY, AND HOLD HARMLESS
BOTH REGION 4 ESC AND ITS ADMINISTRATORS, EMPLOYEES AND AGENTS
AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES ARISING OUT OF OR
RESULTING FROM THE ACTIONS OF THE CONTRACTOR, CONTRACTOR EMPLOYEES
OR SUBCONTRACTORS IN THE PREPARATION OF THE SOLICITATION AND THE
LATER EXECUTION OF THE CONTRACT. ANY LITIGATION INVOLVING EITHER
REGION 4 ESC, ITS ADMINISTRATORS AND EMPLOYEES AND AGENTS WILL BE IN
HARRIS COUNTY, TEXAS.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within
website, marketing materials and advertisement. Any use of Region 4 ESC name and logo
or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must
have prior approval from Region 4 ESC.
32) Certificates of Insurance. Should the original or addended proposal solicitation identify
insurance is required to perform a work, certificates of insurance shall be delivered to the
Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a
minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The
Contractor shall require all subcontractors performing any work to maintain coverage as
specified.
33) Legal Obligations. It is Contractor's responsibility to be aware of and comply with all local,
state, and federal laws governing the sale of products/services and shall comply with all laws
while fulfilling the Contract. Applicable laws and regulation must be followed even if not
specifically identified herein.
REGION 4 EDUCATION SERVICE CENTER
STANDARD TERMS AND CONDITIONS FOR PROCUREMENT SOLICITATIONS
These Standard Terms and Conditions for Procurement Solicitations ("Terms and Conditions" or "General Terms
and Conditions"); the terms and conditions specified in REGION 4 EDUCATION SERVICE CENTER'S Contract
with VENDOR; any Purchase Order (or other similar document agreed to in writing by Region 4); the
procurement solicitation and any addenda, exhibits or forms to same ("RFP") (if any); the REGION 4 ESC
Electronic Bid Certifications; and the portions of VENDOR'S proposal submitted in response to the RFP, including
any best and final offers, that were accepted by REGION 4 ESC represent the basis for VENDOR to deliver the
required goods and/or services. In the event of a conflict or inconsistency between or among the documents that
form the entire agreement, the following order of precedence shall control: (1) the Contract; (2) any Purchase
Order (or other similar document agreed to in writing by Region 4); (3) these Terms and Conditions; (4) the
RFP and any Addenda; (5) Region 4's Electronic Bid Certifications; (6) VENDOR's Best and Final Offer, as
accepted by Region 4; and (7) the portions of VENDOR'S proposal submitted in response to the RFP that were
accepted by REGION 4 ESC. The Contract supersedes all prior offers, negotiations, exceptions, and
understandings, whether oral or in writing.
GENERAL TERMS AND CONDITIONS
1 PROPOSAL PREPARATION
.1 Contract for Purchase
The Contract(sometimes referred to as "Contract" or "Agreement") constitutes a binding contract between
REGION 4 Educational Service CENTER ("REGION 4 ESC", "REGION 4" or "CENTER") and the VENDOR
("VENDOR"), having submitted a proposal in response to a procurement solicitation issued by REGION 4
ESC and whose proposal has been accepted and awarded by REGION 4 ESC, to furnish the goods and/or
services specified on the face of the Agreement. This Agreement shall govern each purchase by REGION 4
ESC from VENDOR and is part of the terms and conditions of any purchase order or other similar document
agreed to in writing by Region 4 issued in connection with this solicitation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY VENDOR FORM, PROPOSAL AND/OR
OTHER DOCUMENTATION, THE TERMS AND CONDITIONS OF THE AGREEMENT AS INTEGRATED
HEREIN SHALL BE CONTROLLING IN ALL INSTANCES. No pre -published terms on VENDOR'S order
acknowledgments, invoices, or other forms shall have any force or effect. Acceptance of the VENDOR'S
goods and/or services does not equal acceptance of any of the terms and conditions or other contractual
provisions which may be stated in the VENDOR'S forms, proposals, and/or other documentation, except as
specifically provided herein.
Notwithstanding anything to the contrary contained in these Terms and Conditions, upon the CENTER'S
acceptance of a proposal, the VENDOR and the CENTER will have entered a binding contract. A
solicitation/proposal does not become a contract unless and until it is accepted in writing by REGION 4 ESC
after all necessary approvals, including any required approval by the REGION 4 ESC Board of Directors. The
Agreement is enforceable from the time of the CENTER'S acceptance, without regard to the time of notification
to the VENDOR of such acceptance.
.2 Waiver of Preparation Costs and Claims
By submitting a proposal, Offeror expressly agrees to waive any claim it has or may have against REGION 4
ESC, its directors, officers, its trustees, or agents arising out of or in connection with (1) the receipt, handling,
administration, evaluation, recommendation of any proposal; (2) any requirements under the solicitation,
proposal package, or related documents; (3) the rejection of any proposal or any part of any proposal; and/or
(4) the award of a Contract, if any.
REGION 4 ESC shall not be responsible or liable for any costs incurred by Offerors or the successful Offeror
in connection with responding to the RFP, preparing for oral presentations, preparing and submitting a
proposal, entering or negotiating the terms of a Contract, or any other expenses incurred by an Offeror. The
Offeror is wholly responsible for any such costs and expenses and shall not be reimbursed in any manner by
REGION 4 ESC.
.3 Confidentiality
Trade secrets and confidential information in the proposals must be clearly identified. If a VENDOR believes
that a proposal is, or parts of a proposal are confidential, then the business organization must specify. The
VENDOR must stamp in bold letters or watermark the term "CONFIDENTIAL" on that part of the proposal that
the bidder believes to be confidential. The successful proposal may be considered public information even
though parts are marked confidential. Copyrighted proposals are unacceptable and will be disqualified as
unresponsive.
.4 Preparation Guidance
A representative of the proposing entity authorized to enter into contracts on behalf of the proposing entity
must manually sign proposals in ink or electronically, as applicable. The person signing the proposal must
indicate their title along with their signature. Proposals received without proper signatures will not be
considered. At times, more readily editable versions of documents will be provided where necessary to
facilitate the ease of providing information back to the CENTER for all VENDORS. ALL DOCUMENTS SET
FORTH IN THIS PROPOSAL SOLICITATION SHALL REIGN OVER ALTERED VERSIONS PROVIDED BY
THE PROPOSER UNLESS SUCH DEVIATIONS OR MODIFICATIONS ARE DOCUMENTED AND SWORN
TO ON THE PRESCRIBED AND PROVIDED DEVIATION/COMPLIANCE/ACKNOWLEDGEMENT FORM
INCLUDED IN THE PROPOSAL REQUEST AND ACCEPTED IN WRITING BY REGION 4.
VENDORS or their authorized representatives are expected to fully inform themselves of the terms,
conditions, requirements, and specifications of this invitation before submitting proposals. Failure to do so will
be at the VENDOR's own risk. The law makes no allowance for errors of omission or commission on the part
of the proposal companies; furthermore, the VENDOR cannot secure relief on the plea of error or ignorance
concerning any requirement included in the proposal invitation.
If a pre -proposal meeting is held, that information will be indicated on page one (1) of the Notice to Propose
or indicated explicitly in the electronic bidding portal. VENDORS are welcome to attend the proposal opening
via Zoom at the date and time indicated in this proposal solicitation; however, VENDOR presence is not
required, and no weight or other consideration toward any award decision will be given to any VENDOR s'
attendance or absence at the proposal opening. The form and content of the proposal recaps will be at the
sole discretion of the management and staff of REGION 4.
Proposals shall be submitted only on the forms provided by REGION 4. Deviations from the General
Conditions and Specifications shall be conspicuously noted in writing by VENDOR and included in the
proposal.
Small and Minority Firms, Women's Business Enterprises, and Labor Surplus Area firms are especially invited
to submit proposals.
2 STATEMENT OF INCLUSION/APPLICABILITY
These General Terms and Conditions apply to all proposal invitations issued by REGION 4. By this inclusion,
they become an integral part of any contract awarded or purchase order issued in association with this
proposal invitation.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 2 OF 24
3 GENERAL TERMINOLOGY
Throughout this document, the terms "Member," "Participating Member," etc., are used interchangeably to
mean "the collective, cooperative association and the related activities of the management and staff of
REGION 4 and any one or all of its participating school entity or other cooperative members and their
management and staff."
The section titles contained in these 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.
No number listing of factors, or organization of subject matter or criteria in this document constitutes an order
of preference, precedence, or importance unless specifically stated to the contrary.
4 CONTRACT PERIOD
The term length for any contract resulting from any award under this proposal is stated in the Contract, RFP,
Purchase Order or other Contract document, as applicable. Unless otherwise indicated in these Terms and
Conditions, all proposal pricing will be firm throughout the Contract period.
5 ADDENDUMS
REGION 4 reserves the right to revise and amend the specifications before the date set for the bid opening.
It is the responsibility of each VENDOR, before submitting their proposal, to review
li�wr li iwlii wig to determine if any addendums have been issued.
If any changes to this proposal invitation occur after the original proposal invitation, the changes or corrections
to this invitation will be made by addendum, and any updated information contained in any addendum will
prevail over the information contained in the original proposal invitation or any previous addendum.
Each addendum will be sent to all entities that have received a copy of this proposal invitation. REGION 4 or
their appointed representative is the sole authority for issuing any addendum related to this proposal. Any
communications from any person or entity other than REGION 4 regarding any matters related to this proposal
are invalid and will not influence this proposal invitation.
Each addendum must be acknowledged and signed by the VENDOR. The addendum acknowledgment form
must be submitted along with the proposal submission before the bid opening date and time indicated the
proposal solicitation.
6 CHANGES AND AMENDMENTS
This Agreement may be changed or amended only by the mutual agreement of the parties, in writing to be
attached to and incorporated in this Agreement. No such changes or amendments shall have any effect unless
and until a written amendment to this Agreement is executed by REGION 4 ESC's Executive Director (or
designee) after any necessary approvals have been obtained from the REGION 4 ESC Board of Directors.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 3 OF 24
7 REQUESTS FOR EXPLANATION/INTERPRETATION
Any explanation desired by a prospective VENDOR regarding the meaning or interpretation of any part of the
proposal documents must be requested in writing to the REGION 4 ESC Procurement Contract Specialist
identified in this solicitation at least five (5) REGION 4 ESC business days prior to the date set to receive
proposals, in order to allow a response to reach all prospective VENDORS s before the submission of their
proposals. Any REGION 4 ESC response, interpretation, correction, approval, supplemental instruction or
change to the proposal documents will be made in the form of a written addendum and will be posted at the
location where the original bid solicitation was accessed. Sole authority for issuing addenda shall be vested
in the REGION 4 ESC Procurement Department. All interpretations and/or clarifications considered necessary
by and approved by the CENTER in response to a prospective VENDOR'S written request will be issued by
such addenda; verbal requests for clarification or additional information will not be addressed.
Receipt of any addenda issued by the CENTER shall be acknowledged by all prospective VENDORS s with
their proposal submissions. The CENTER reserves the right to reject any proposal due to its failure to
incorporate addenda, and the CENTER further reserves the rights: to waive any and/or all formalities,
irregularities, and/or technicalities; to be the sole judge of quality and suitability; and to accept any proposal
and/or to reject any or all proposals or part(s) of a proposal, without reason or cause. The issuance of the
procurement solicitation in no way obligates REGION 4 ESC to award, enter into an agreement, or purchase
any goods and/or services.
8 SPECIFICATIONS
Specifications have been developed by REGION 4 and are intended to give information on the type and kind
of service requested. 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 s VENDOR specifications between the product descriptions
and any brand names, models, or reference numbers used, the product descriptions will override the brand
names or model number references.
Most proposals on brands of equivalent nature and quality will be considered, provided a reputable
manufacturer regularly produces them. However, in some cases, REGION 4 may find it advantageous to
standardize equipment and supplies by the manufacturer to achieve efficiencies in procurement, repair, and
operation, match existing stock, or satisfy other requirements. In these cases, the specific products identified
as "approved brands" will be preferred, especially if all other evaluation factors are equal. For this reason,
where particular brands or models are identified, the VENDOR should propose the specified item and an
alternate brand or model where desired.
The apparent silence of the specifications as to any detail or the evident 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 based on this statement.
If you discover or suspect an error in the item specifications in this proposal invitation, please note it as part
of your response. We will attempt to correct errors for future proposal invitations.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 4 OF 24
9 CONTRACTOR'S RESPONSIBILITY
Before submitting a proposal, VENDORS shall carefully examine the specifications and related documents,
visit the site(s) of the work and fully inform themselves as to all existing conditions and limitations, and shall
include in the proposal a sum to cover the cost of all items included in the contract. The VENDOR, if awarded
the contract, shall be allowed no extra compensation by reason of any matter or thing which the VENDOR
might have or should have fully informed himself prior to the deadline. The submission of a bid indicates that
the contractor has visited the site(s), familiarized themselves with the local conditions under which the work
is to be performed, and correlated their observations with the requirements of the contract documents.
Supervise and direct the work and be solely responsible for all methods, techniques, procedures, and
coordination of the work under this contract.
Initiate, maintain, and supervise safety precautions in connection with the work. The contractor shall obtain
approval from the Facility Director for the location of equipment, supplies, and access during the work.
Take all precautions necessary for the safety of and provide protection to prevent damage, injury, or loss to:
• All employees on the premises and all other people who may be affected thereby.
• All the work and all materials to be incorporated therein, whether in storage on or off the site.
• All property at and adjacent to the sites, including trees, shrubs, lawns, walks, pavements, roadways,
structures, and utilities. All property damaged due to work operations shall be restored by the
contractor to its original condition at no charge.
• Please comply with all applicable laws, ordinances, rules, regulations, and orders of all public
authorities having jurisdiction for the safety of persons and property to protect them from damage,
injury, and loss.
• Secure all necessary licenses and permits required to perform the work.
• All work shall take place in accordance with the contract documents, be completed in all parts, and
be in accordance with approved practices and customs.
10 SUBCONTRACTORS
The VENDOR shall not subcontract services provided in this solicitation without prior written approval by
REGION 4 ESC. If the CENTER gives written permission for VENDOR to use subcontractor(s) in the
performance of any part of this Agreement, VENDOR shall ensure that each subcontractor complies with all
provisions of this Agreement and shall be fully responsible to REGION 4 ESC for all acts and omissions of
the subcontractors, just as VENDOR is responsible for VENDOR'S own acts and omissions. VENDOR shall
require each subcontractor to maintain and to furnish VENDOR with satisfactory evidence of Workers
Compensation, Employer's Liability, and such other forms and amounts of insurance which VENDOR deems
reasonably adequate. VENDOR shall remain liable for the acts and omissions of such subcontractor(s) and
the proper performance and delivery of all goods and services under this Agreement. Nothing in this
Agreement shall create for the benefit of any such subcontractor any contractual relationship between
REGION 4 ESC and any such subcontractor, nor shall it create any obligation on the part of REGION 4 ESC
to pay or to see to the payment of any moneys due any such subcontractor except as may otherwise be
required by law.
11 INSURANCE REQUIREMENTS
VENDOR shall comply with all of the CENTER'S insurance requirements. VENDOR shall carry and maintain
in full force and effect, for the duration of this Agreement, the following insurance coverages, in the amount(s)
set out in the sub -sections that follow and with responsible insurer(s) (rated A or better by A.M. Best)
acceptable to the CENTER: Workers' Compensation; Employers' Liability; Commercial General Liability;
Automobile Liability; and Umbrella Liability. VENDOR'S insurance coverage shall be in accordance with the
following requirements:
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 5 OF 24
.1 REGION 4 ESC shall be designated as an Additional Insured on the Commercial General Liability,
Automobile Liability, and Umbrella Liability policies. In addition, REGION 4 ESC shall be named as an
alternate employer on the workers' compensation policy.
.2 VENDOR shall cause the insurance policies to: provide that any losses will be payable notwithstanding
any act or negligence of the CENTER or any other person; provide that the insurer will have no right of
subrogation against REGION 4 ESC; and be reasonably satisfactory to the CENTER in all other respects.
.3 All of VENDOR'S insurance coverage shall be primary and non-contributory.
.4 All insurance policies required under this Agreement shall contain a provision that at least thirty (30) days'
prior written notice shall be given to REGION 4 ESC in advance of the effective dates of any cancellation,
reduction, modification, termination, material change, or non -renewal of such insurance policies.
.5 VENDOR shall maintain insurance coverage in the amounts specified by the CENTER. The VENDOR
shall not commence any portion of the work under this Agreement until all the insurance required herein
and certificates of such insurance have been filed with and approved in writing by REGION 4 ESC.
.6 There shall be a hold harmless agreement in which the VENDOR assumes liability on the Agreement and
holds REGION 4 ESC harmless.
.7 The VENDOR shall purchase and maintain in force the following types and amounts of insurance for the
performance of all of its obligations under this Agreement and provide REGION 4 ESC with a certificate(s)
of insurance as evidence. Certificates of Insurance on the current ACORD form shall be issued to the
CENTER prior to the start of work showing all required insurance coverage. Copies of such insurance
documents shall be part of the Agreement documents, and the VENDOR shall maintain such in force
throughout the term of its Agreement with the CENTER.
.8 Casualty Insurance and Securities -Minimum Requirements:
a. Successful VENDOR must maintain workers' compensation coverage for employees as required by
all applicable Federal, State, Maritime, and local laws, as well as Employer's Liability with required
statutory limits per accident.
b. Comprehensive -General Liability Insurance (Occurrence basis only - Bodily Injury and Property
Damage): Each Occurrence - $1,000,000; Aggregate - $2,000,000
c. Comprehensive Automobile Liability Insurance- Business (Commercial) Automobile Liability
Insurance*: Bodily Injury and Property Damage covering all owned, non -owned and hired vehicles:
d. Bodily Injury and Property Damage Combined Single Limit: $1,000,000
e. Umbrella Liability Insurance (Excess): $1,000,000
No deletions/exclusions from standard coverage form shall be allowed without the prior written consent of
REGION 4 ESC's CHIEF FINANCIAL OFFICER, or designee. The VENDOR shall have ten (10) REGION 4
ESC business days from the date of the award of the Agreement to furnish the REGION 4 ESC Procurement
Department the required insurance certificates. No work shall commence until a copy of VENDOR'S current
insurance certificate(s) is/are received at and approved in writing by the REGION 4 ESC Procurement
Department, 7145 West Tidwell Road, Houston, Texas 77092.
When insurance is required, the above limits are the minimum required by REGION 4 ESC. REGION 4 ESC
reserves the right to require additional coverages and/or higher limits to be carried by VENDOR as specified
in the procurement solicitation documentation, as deemed desirable by REGION 4 ESC, depending on the
type of project.
12 PROPOSAL EVALUATIONS AND AWARDS
All proposals received in response to this proposal invitation, which are submitted in accordance with the
instructions and restrictions contained in the section entitled "Proposal Preparation," will initially be considered
for award; however, initial consideration of any proposal will not constitute an assessment of its meeting the
necessary qualifications, and any proposal may be disqualified at any time during the process of evaluating
proposals for failure to meet any other terms or conditions contained anywhere else in the proposal invitation.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 6 OF 24
REGION 4 reserves the right to waive any or all proposing 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 proposal in its entirety, or may reject any part of any proposal without affecting the remainder of that
proposal, and may award the individual items on this proposal 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.
REGION 4 reserves the right to award contracts to multiple VENDORS. The fact that REGION 4 may make
multiple awards should be taken into consideration when responding to this proposal. This is a non-exclusive
contract; REGION 4 reserves the right to obtain goods and services from another source as the CENTER
deems most advantageous.
REGION 4 ESC does not purchase on the basis of low prices alone. REGION 4 ESC represents that it has
considered each of the criteria in Texas Education Code § 44.031(b), thereby fulfilling Section 44.031(b)Is
requirement that it "shall consider" the criteria listed in 44.031(b); in accordance with Module 5 of the TEA
FASRG and applicable federal laws,' REGION 4 ESC has determined which criteria should be considered
most important and has assigned weights/points to each criterion based on its importance as outlined in the
procurement solicitation. In considering a contract for award, the CENTER may evaluate aspects of the
following, as permitted by applicable law:
• Purchase price;
• the reputation of the VENDOR and of the VENDOR'S goods or services;
• the quality of the VENDOR'S goods or services;
• the extent to which the goods or services meet the CENTER'S needs;
• the VENDOR'S past relationship with the CENTER;
• the impact on the ability of the CENTER to comply with laws and rules relating to historically
underutilized businesses;
• the total long-term cost to the CENTER to acquire the VENDOR'S goods or services;
• 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:
o has its principal place of business in this state; or
o employs at least 500 persons in this state; and
• any other relevant factor specifically listed in the request for bids or proposals.
The CENTER may choose to contract with a single or multiple VENDORS as necessary to obtain the contract
mix that is most advantageous. It may be necessary for REGION 4 ESC to establish a competitive range of
acceptable responses as part of the evaluation process, or to establish weights for criteria. Such additions,
subtractions, or changes to evaluation criteria would be declared elsewhere in the proposal and would
supersede this section. If a competitive range is established, responses failing to score in the competitive
range may not receive further award consideration.
It is understood that REGION 4, through its management and its Members, may use all means at their
collective disposal to evaluate the proposals received on these criteria and the final decision as to the best
overall offer, both as to price and to the suitability of the products and services offered to fit the needs of the
members of REGION 4, will rest solely with the Board of Directors of REGION 4.
The successful VENDOR(s) will be notified by "Notice(s) of Award" issued by the management of REGION 4.
1 As a general rule, ESCs and LEAs may not apply geographic preferences for procurements involving federal funds. See 2
C.F.R. § 200.319.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 7 OF 24
13 QUANTITIES
Quantities reflected in this proposal invitation are estimates based upon the projected needs for REGION 4
during the contract period. Quantities are the best estimate of anticipated needs available at the time of
publication of this proposal invitation, but the accuracy of these estimated quantities may be affected by
numerous factors including, but not limited to, budgetary adjustments, changing market forces, unintentional
errors or omissions, and new construction. Actual needs may be greater or less than the estimated quantities
provided.
REGION 4 reserves the right to increase or decrease the order at the same unit price or decrease quantities
as funding and needs vary throughout the contract term. VENDORS at the close of the contract period agree
not to hold REGION 4 liable for any inaccuracies in estimated quantities.
14 PRICING/ESCALATION/DE-ESCALATION
The request for proposal process provides for full competition among proposals and allows for negotiation
with the supplier(s) to obtain the best product and service at the best price. Under requests for proposals,
changes in the nature of a proposal and in prices may be negotiated after proposals are opened.
REGION 4 will evaluate proposals and select the VENDOR offering the most advantageous proposal. Since
proposal pricing can be negotiated and is subject to change, no pricing information will be revealed at the
public opening. All participating VENDORS will be given the same opportunity if negotiations are started
unless otherwise directed by law. The REGION 4 evaluation committee will be the only deciding body in
making the decision to negotiate or not to negotiate.
Proposal prices must remain firm for at least one (1) calendar year from the proposal opening date, unless a
deviation from this standard and purpose for the deviation is noted in the Vendor's response. Such deviations
are subject to Region 4 ESC approval. Price increases requested during the term of the contract may be
granted at the sole discretion of Region 4 ESC.
No escalation of cost changes in contracted prices or increased rates will be added during the contract period.
Exceptions will be considered at Region 4's discretion if there are state -mandated increases that will
affect all applicable VENDORS equally. The awarded VENDOR agrees not to sell the same product or
service at a lower cost to another customer without offering the same pricing discount to REGION 4. In the
event that a lower price is provided through any other RFP in the state, REGION 4 will receive that lower price
as well.
New technology and products that meet the scope of work may be added to the existing contract. Pricing shall
be equivalent to the percentage discount of other products offered. VENDOR may replace or add product
lines to an existing contract if the line is replacing or supplementing products on contract, is superior to the
original products offered, is discounted in a similar or to a greater degree, and if the products meet the
requirements of the original solicitation. No products may be added to avoid competitive procurement
procedures. REGION 4 may reject any additions without cause.
If there is a discrepancy between the unit cost and the total price, the unit cost will stand as the proposal price.
The unit cost will be considered the price by weight or the cost whichever is applicable. The unit cost will only
be the case price if the package quantity throughout the industry is standardized.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 8 OF 24
15 TAX
REGION 4 and Participating Members are public jurisdictions that are exempt from sales, excise, and use
taxes. REGION 4 and Participating Members, upon individual requests, will provide tax exemption certificates
for the VENDOR. Unless otherwise specified in this proposal invitation, sales tax will only be included in any
proposal response or invoice submitted by any VENDOR if the VENDOR has requested a tax exemption
certificate from the CENTER 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 document to be as binding as if it had been submitted separately, and by responding to this
proposal invitation, the VENDOR agrees to accept tax exemption information in such form.
16 WITHDRAWALS OR MODIFICATION OF PROPOSAL
Subject to the restrictions discussed below, REGION 4 will consider a written request from any VENDOR that
the VENDOR be allowed to withdraw any proposal submitted, but only in its entirety, and only until the due
date and time for proposal submission as stated in the request for proposal included with this proposal
invitation. A representative of the proposing entity who is authorized to enter into contracts on behalf of the
proposing entity must manually sign any request for the withdrawal of any proposal in ink, and the person
signing the request must indicate their title along with their signature. No proposal may be withdrawn after the
date and time that proposals are due as specified in the RFP. Only proposals that have been submitted
consistent with the instructions relating to packaging and labeling of the proposal will be considered for
withdrawal.
If there is any question in the mind of the management or staff of REGION 4 regarding the identity of the
proposal or the identity of the VENDOR relating to any request for the withdrawal of any proposal, REGION
4 will refuse to allow the withdrawal of the proposal. Withdrawal of any proposal allowed by REGION 4 will
require the completion and signature of a written receipt by the VENDOR 7s representative satisfactory to the
management or staff of REGION 4 before the proposal is released. The decision of the management or staff
of REGION 4 relating to any matters concerning proposal withdrawal will be final.
If a VENDOR requests to withdraw a proposal and REGION 4 allows the withdrawal of the proposal, the
VENDOR may resubmit the proposal, or submit a new proposal, up until the due date and time for proposal
submission as stated in the RFP included with this proposal invitation, provided any new submission meets
all the qualifications of proposal submission included in these General Terms and Conditions.
If a VENDOR resubmits a proposal that was withdrawn and makes changes to any document in the proposal
package, an authorized agent of the proposing entity must indicate alterations made to any proposal
document.
All proposals in the possession of REGION 4 at the time proposals are due shall be deemed final, conclusive,
and irrevocable, and no proposal shall be subject to withdrawal, amendment, or correction after the due date
and time for proposal submission as stated in the RFP included with this proposal invitation.
17 DEVIATIONS FROM SPECIFICATIONS OR TERMS/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 VENDOR at the time of submission of
the proposal. The absence of such limitations, exceptions, qualifications, special conditions, or deviations
being submitted in writing with the VENDOR'S response will hold the VENDOR accountable to REGION 4
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 VENDOR should be
aware that the submission of any such limitations, exceptions, qualifications, special conditions, or deviations
with the proposal response may place the VENDOR at a competitive disadvantage or otherwise prevent
REGION 4 from considering the proposal on the affected item(s).
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 9 OF 24
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 VENDOR to the remedies identified in the section entitled "Non-Performance/Termination of
Contract" and may jeopardize future business from the CENTER.
18 CONTRACTS AND PURCHASE ORDERS
A response to this proposal invitation is an offer to contract with REGION 4 and its Members based on the
item specifications and the General Terms and Conditions contained in the proposal invitation. Proposals do
not become contracts until they are accepted by REGION 4 through an award notice to the VENDOR and put
into effect by the issuance of a purchase order(s) signed by an authorized representative of REGION 4.
Purchase orders will be delivered by facsimile, emailed or mailed to the VENDOR. All deliveries and financial
transactions will occur directly between the VENDOR and REGION 4.
All contracts and agreements between vendors and REGION 4 shall strictly adhere to the statutes as set forth
in the Uniform Commercial Code as last amended.
19 NON-PERFORMANCE/TERMINATION OF CONTRACT
Termination of this Agreement will take place under the following conditions:
• Termination by REGION 4 ESC, if the VENDORS refuses or fails to comply, or proceeds in a manner
that does not comply, with the Agreement, or otherwise breaches any provision of the Agreement, and
fails to cure the default as set forth below.
• Termination by REGION 4 ESC, if the VENDOR does not carry out the provisions of this Agreement in
its true intent and meaning as specified in the scope of work and fails to cure the default as set forth below.
• Termination by REGION 4 ESC, if the VENDOR does any of the following and fails to cure the default
as set forth below: fails to make progress; fails to provide the goods or perform the services within the
time period specified or any written extension thereof; breaches any provision of the Agreement , the
procurement solicitation, and/or a purchase or work order; fails to make payment(s) owed; or defaults in
whole or in part.
• Termination by REGION 4 ESC, if the VENDOR charges increased rates that are not agreed to in
advance or as specified herein.
• Termination by REGION 4 ESC, if the VENDOR becomes insolvent, enters voluntary or involuntary
bankruptcy or receivership proceedings, or makes an assignment for the benefit of creditors.
• Termination by REGION 4 ESC, if the VENDOR is in violation of any federal, state, or local law.
• Termination by REGION 4 ESC due to budgetary requirements, including, but not limited to, as set forth
in the section of these terms and conditions entitled "Funding Out Clause."
• Termination by Region 4 for Convenience - Unless specifically stated otherwise in the procurement
solicitation, this Agreement may be terminated for any reason, with or without cause, by Region 4 by
giving thirty (30) business days' written notice to the VENDOR. Region 4 may further direct VENDOR to
cease providing all products and services during the interim notice period prior to such termination, and
upon receipt of such written notice from Region 4, VENDOR shall immediately discontinue same and
Region 4 shall incur no additional charges from the time forward.
In the event of a breach or default of the Agreement and/or the procurement solicitation by VENDOR, REGION
4 ESC reserves the right to enforce the performance of the Agreement and/or the procurement solicitation in
any manner prescribed by law or deemed to be in the best interest of REGION 4 ESC. REGION 4 ESC's right
to require strict performance of any obligation in the Agreement will not be affected by any previous waiver,
forbearance, or course of dealing.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 10 OF 24
Upon VENDOR'S default of obligation to the Agreement, VENDOR will be served notice to provide satisfactory
compliance to the Agreement without penalty. If the VENDOR neglects or refuses to follow such notice and
fails to cure the default within ten (10) business days, REGION 4 ESC will have the right (without limiting any
other rights or remedies that it may have in the Agreement or by law) to terminate the Agreement with five (5)
calendar days' prior written notice to VENDOR. REGION 4 ESC will then be relieved of all obligations, except
to pay for VENDOR'S prior acceptable performance as set forth below. In the event of VENDOR'S default,
REGION 4 ESC is expressly authorized to obtain the goods and/or services that would have been provided
by VENDOR under this Agreement from an alternative source. VENDOR shall be held liable to REGION 4
ESC for all losses, costs, and/or expenses (including those exceeding the Agreement price) sustained by
REGION 4 ESC as a result of VENDOR'S failure to conform to this Agreement, including, but not limited to,
those losses, costs, and expenses that REGION 4 ESC incurs in completing or procuring the services and/or
goods as provided for in the Agreement. In the event the Agreement is terminated, REGION 4 ESC reserves
the right to award the Agreement to another VENDOR at its sole discretion, and/or to obtain comparable goods
and/or services elsewhere and either deduct the costs of obtaining such services from any amount owed
VENDOR or VENDOR shall reimburse the CENTER for such costs incurred by the CENTER.
In the event of early termination, including for convenience, the CENTER will make payment only for goods
and services rendered and accepted by the CENTER through the effective date of the Agreement's
termination, at a cost not exceeding the Agreement rate and subject to any claims, costs and expenses
incurred by REGION 4 ESC as a result of VENDOR'S default. The CENTER will be responsible for payment
for only those goods and services that have been accepted by the CENTER up to the termination date. The
CENTER is entitled to a pro -rata refund for any goods and/or services for which the CENTER has paid but
which have not yet been provided by VENDOR or accepted by the CENTER.
In the event this Agreement is terminated because of a violation or breach of the Agreement's terms by the
VENDOR, the CENTER shall be entitled to all administrative, contractual, and legal remedies, including
sanctions and penalties.
VENDOR agrees that REGION 4 ESC shall not be liable for damages in the event that REGION 4 ESC
declares VENDOR to be in default or breach of this Agreement and/or the procurement solicitation. VENDOR
further agrees that upon termination of the Agreement for any reason, VENDOR shall, in good faith and with
reasonable cooperation, aid in the transition to any new arrangement and/or VENDOR.
20 FORCE MAJEURE
The parties to this Agreement may be excused from performance hereunder during the time and to the extent
that they are prevented from performance due to an act of God, fire, strike or lockout, or other occurrences
which are reasonably beyond such party's control, when satisfactory evidence thereof is presented to the
other party and provided that such non-performance is not due to the fault of the non-performing party. The
parties to this Agreement 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. 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 Agreement,
in the event the VENDOR'S performance of its obligations under this Agreement is delayed or stopped by a
force majeure event, REGION 4 ESC shall have the option to terminate this Agreement. This section shall not
be interpreted as to limit or otherwise modify any of REGION 4 ESC's contractual, legal, or equitable rights.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 11 OF 24
21 NON -COLLUSION CERTIFICATION
By signing this proposal, the VENDOR certifies that, to the best of their knowledge:
• Neither the VENDOR nor any business entity represented by the VENDOR has received
compensation for participation in the preparation of the item specifications or the General Terms and
Conditions related to this proposal invitation.
• This proposal has been arrived at independently and is submitted without collusion with any other
VENDOR, 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 VENDOR an unfair advantage over any other VENDOR with respect to this proposal.
• The VENDOR 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 REGION 4 or any of its Members in connection with any information or submission related to this
proposal, any recommendation, decision, vote, or award related to this proposal, or the exercise of
any influence or discretion concerning the sale, delivery, or performance of any product or service
related to this proposal.
• Neither the VENDOR, nor any business entity represented by the VENDOR, nor anyone acting for
such business entity, has violated the Federal Antitrust Laws or the antitrust laws of this State with
regard to this proposal, and this proposal has not been knowingly disclosed, and will not be knowingly
disclosed to any other VENDOR, competitor, or potential competitor prior to the opening of proposals
or proposals for this project.
• No attempt has been or will be made to influence any other person or entity to submit or to not submit
a bid or proposal response.
• The person signing this bid proposal agrees to the accuracy regarding the statements contained in
this document.
22 NO ASSIGNMENT
Neither this Agreement nor any right, interest, duty, obligation, or responsibility of VENDOR to furnish the
goods and/or services specified in this Agreement shall be subcontracted, assigned, transferred, mortgaged,
pledged, or otherwise delegated, disposed of, or encumbered in any way by the VENDOR without the prior
written acknowledgment and approval of REGION 4 ESC. Any attempted assignment of this Agreement by
VENDOR shall be null and void. In the event REGION 4 ESC approves of any assignment, VENDOR shall
have full responsibility for the completion and performance of all services and the delivery of all goods awarded
to VENDOR pursuant to this Agreement.
No purchase or work order made as a result of this Agreement may be transferred, assigned, subcontracted,
mortgaged, pledged, or otherwise disposed of or encumbered in any way by VENDOR without the prior written
approval of REGION 4 ESC.
VENDOR is required to notify REGION 4 ESC 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) business days of such change.
23 CERTIFICATIONS REGARDING LEGAL AND ETHICAL MATTERS
.1 VENDOR has read and understands all the General Terms and Conditions in this document, and agrees to
be bound by them, and is authorized to submit proposals on behalf of their entity.
.2 The VENDOR has noted any and all relationships that might be conflicts of interest and included such
information with their proposal response.
.3 The proposal submitted conforms to all item specifications, these General Terms and Conditions, and any
other instructions, requirements, or schedules outlined or included in this proposal invitation.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 12 OF 24
.4 If this proposal is accepted, in whole or in part, the proposing entity will furnish any item(s) awarded to them
under this proposal invitation to REGION 4 at the price proposal, and in accordance with the item
specifications and the terms and conditions contained in this proposal invitation.
.5 The proposing entity 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 proposal.
.6 The proposing entity 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 proposal, it would in no other
way whatsoever be disqualified to proposal or receive any award or contract related to this proposal, and the
VENDOR will comply with any reasonable request from REGION 4 to supply any information sufficient to
substantiate the proposing entity's ability to meet these minimum standards.
.7 The VENDOR has not given, offered to give, nor intends to give at any time hereafter any economic
opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant
in connection with the submitted bid.
.8 The VENDOR is not currently delinquent in the payment of any franchise tax owed to the State of Texas.
.9 The proposing entity has identified and disclosed in this written proposal response any and all known or
suspected matters that would disqualify it from participating in this proposal or receiving any award or contract
related to this proposal, recognizing that the VENDORS failure to identify and disclose in this proposal
response any such matters which do exist is a material breach of contract which will void the submitted
proposal or any resulting contracts, and subject the proposing entity to be removed from all proposal lists, and
possible criminal prosecution.
.10 The proposing entity has obtained and will continue to maintain, during the entire term of this contract, all
permits, approvals, or licenses necessary for the lawful performance of its obligations under this contract.
.11 The prices, prompt payment discount terms, delivery terms, distribution allowances, and the quality and/or
performance of the products and services offered in the proposal response are and will remain the same or
better than those offered to the VENDOR's most favored customer under equivalent circumstances.
.12 The proposing entity 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 REGION 4 and its Members harmless
against any claims for infringement of any copyrights, patents, or other infringements related to its activities
under this contract.
.13 The proposal submitted complies with all federal, state, and local laws concerning these types of products or
services, and the proposing entity will continue to comply with any applicable federal, state, and local laws
related to the proposing entity's activities in connection with this contract.
.14 The proposing entity will maintain, at the proposing entity's expense, any insurance necessary to protect
REGION 4 and its Members from all claims for bodily injury, death, or property damage that might arise from
the performance by the proposing entity or the proposing entity's employees or its agents of any service
required of the proposing entity under this contract; however, the existence of such insurance will not relieve
the proposing entity of full responsibility and liability damages, injury, death, or loss as described or as
otherwise provided for by law.
.15 Neither REGION 4 nor any of its Members shall be liable to the VENDOR 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 REGION 4 declares the VENDOR in default.
.16 VENDOR understands that signing the proposal with any false statement is a material breach of contract
which will void the submitted proposal or any resulting contracts and subject the VENDOR to removal from all
proposal lists, and possible criminal prosecution.
.17 Unless otherwise provided for in this proposal invitation, any written notice or other communication required
by this proposal 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. Such notice shall also be deemed to be delivered to Vendor upon sending an email to the
Vendor's email address provided in the Vendor's response to the RFP or at such other email address provided
by Vendor.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 13 OF 24
24 EQUAL EMPLOYMENT OPPORTUNITY (EEO) DISCLOSURES
By submission of a proposal, the VENDOR agrees that in the performance of any contract resulting from any
award under this proposal, the proposing entity 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 proposing entity agrees that during the period of any contract resulting from any award under this proposal
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 (41 CFR Part
60).
The occurrence of any prohibited discrimination will constitute VENDOR's breach of contract due to a
substantial failure by the VENDOR to fulfill its obligations, whereupon REGION 4 may terminate the
VENDOR's contract for cause as provided by section entitled "Non-Performance/Termination of Contract."
25 OWNERSHIP OF AND RIGHTS TO USE COPYRIGHTED MATERIALS
The VENDOR hereby covenants and warrants that the VENDOR is the owner of and/or has full right and
authority to use all of the copyrights incorporated in the scope of the work. The VENDOR agrees that the
VENDOR will not contest REGION 4's right to use any copyrighted material within the scope of work and that
the VENDOR will not contest the validity of any copyright arising out of the scope of work performed in
accordance with this agreement. VENDOR SHALL INDEMNIFY REGION 4 FOR ANY CLAIMS OR
DAMAGES ARISING FROM ANY THIRD -PARTY ALLEGATION THAT REGION 4'S USE OF ANY SUCH
MATERIALS ARE A BREACH OF SUCH PARTIES INTELLECTUAL PROPERTY RIGHTS.
26 DISPUTES/VENUE/ATTORNEYS' FEES
This contract shall be governed by REGION 4 ESC and VENDOR shall have all remedies afforded each by
the Uniform Commercial Code, as adopted in the State of Texas, except as otherwise provided in this contract
or in statutes pertaining specifically to the State. This contract shall be governed by the laws of the State of
Texas, and suits pertaining to this contract may be brought only in the courts of the State of Texas in Harris
County.
The prevailing party in any adjudication relating to or arising out of this Agreement shall be awarded all
reasonable and necessary attorneys' fees and costs.
27 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.
28 INTERPRETATION — PAROLE EVIDENCE
The parties intend this writing 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 agreement. Acceptance of acquiescence in
a course of performance rendered under this agreement shall not be relevant to determine the meaning of
this agreement 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
agreement, the definition contained in the Code shall be controlling.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 14 OF 24
29 RIGHT TO ASSURANCE
Whenever one party to the 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.
30 FUNDING OUT CLAUSE (NON -APPROPRIATION)
Renewal of this Agreement or continuation beyond the current fiscal year, 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 Agreement or obligation imposed on REGION 4 ESC by this
Agreement, REGION 4 ESC shall have the right to terminate this Agreement without default or liability to
VENDOR resulting from such termination, effective as of the expiration of each budget period of REGION 4
ESC if it is determined by REGION 4 ESC, in REGION 4 ESC's sole discretion, that there are insufficient
funds to extend this Agreement. The parties agree that this Agreement is a commitment of REGION 4 ESC's
current revenue only. Notwithstanding anything to the contrary in this Agreement, the CENTER is obligated to
make payments only as approved each year by the CENTER'S Board of Directors. The CENTER'S Board of
Directors retains the right to terminate this Agreement at the expiration of each budget period of the CENTER.
To the extent that the CENTER will use federal grant funds to fulfill its obligations under this Agreement,
VENDOR acknowledges that federal funds will be used to pay for all or a portion of funds due under this
Agreement and that this Agreement is only effective upon receipt of the Notice of Grant Award ("NOGA") by
the CENTER from the awarding agency. As such, if the CENTER does not receive sufficient funding for the
services provided in this Agreement, the CENTER may terminate this Agreement without penalty or further
obligation to VENDOR, at any time upon written notice to VENDOR.
31 RELATIONSHIP OF PARTIES
It is the intention of the parties that VENDOR be an independent contractor and not an employee, agent, joint
venturer, or partner of the CENTER. REGION 4 ESC and VENDOR acknowledge that they do not have a
continuing relationship, and that this Agreement is intended only to create a limited relationship for the specific
purposes of providing the goods and/or services referenced in this Agreement. Neither party shall have any
power or authority to bind or commit, or to assume or create any obligation or responsibility on behalf of, the
other party in any respect, contractually or otherwise, to any third party. In the event this Agreement requires
the VENDOR'S performance of services by VENDOR'S employees, or persons under contract to VENDOR,
to be done on REGION 4 ESC property, the VENDOR agrees that all such work shall be done as an
independent contractor and that the persons doing such work shall not be considered employees of REGION
4 ESC. In no event shall either party, or any of its respective officers, agents, or employees, be considered
the officers, agents, or employees of the other party. Nothing in this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee, a joint venture, merger, or
any business partnership between the CENTER and either VENDOR or any employee or agent of VENDOR.
VENDOR agrees that the CENTER has no responsibility for any conduct of any of VENDOR'S staff,
participants, visitors, employees, agents, representatives, personnel, contractors, subcontractors, invitees, or
licensees. VENDOR assumes full responsibility for the actions of its staff, participants, visitors, employees,
agents, representatives, personnel, contractors, subcontractors, invitees, and licensees while performing any
services incident to this Agreement and shall remain solely responsible for their supervision, daily direction
and control, payment of salary (including withholdings), workers' compensation, disability benefits, and like
requirements and obligations. As an independent contractor, VENDOR will be solely responsible for
determining the means and methods for performing the Services and shall furnish all tools, materials,
transportation, and personal incidentals necessary in the performance of the Services. VENDOR shall be
responsible for any and all applicable social security and personal income taxes that may become due as a
result of any payments made by the CENTER hereunder and VENDOR shall indemnify and hold the CENTER
harmless in this regard.
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32 INTELLECTUAL PROPERTY
This Agreement shall not be constructed to convey any rights of ownership or any other license, right, title or
interest in the other Party's trademarks, copyrights, video programs, curriculum, documents, patents or any
other intellectual property.
33 RIGHT TO AUDIT
REGION 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such
purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year
from the effective date of termination. REGION 4 ESC shall have the authority to conduct random audits of
VENDOR'S pricing that is offered at REGION 4 ESC's sole cost and expense. Notwithstanding the foregoing,
in the event that REGION 4 ESC is made aware of any pricing being offered that is materially inconsistent
with the pricing under this agreement; REGION 4 ESC shall have the ability to conduct an extensive audit of
VENDOR'S pricing at VENDOR'S sole cost and expense. REGION 4 ESC may conduct the audit internally
or may engage a third -party auditing firm. In the event of an audit, the requested materials shall be provided
in the format and at the location designated by REGION 4 ESC.
34 PROPOSAL ACCEPTANCE
The period for acceptance of this proposal will be sixty (60) calendar days unless the VENDOR indicates a
different period.
35 PAYMENT
Prior to authorizing payment to Contractor, REGION 4 shall evaluate Contractor's performance using the
performance standards set forth in all documents constituting this Contract. Contractor shall provide invoices
to REGION 4 for Commodities/Services provided/performed. Invoices must be submitted not later than the
15th day of the month after the Services are completed. No payment whatsoever shall be made under this
contract without the prior submission of detailed, correct invoices. Subject to the foregoing, REGION 4 must
make all payments in accordance with the Texas Prompt Payment Act, Texas Government Code, Chapter
2251. Payments under this Contract may be subject to the availability of appropriated funds. Contractor
acknowledges and agrees that payments for services provided under this Contract may be contingent upon
REGION 4's receipt of funds appropriated by the Texas Legislature.
36 LAWS AND REGULATIONS
VENDOR agrees to comply and certifies compliance with, on behalf of itself and any subcontractors (if
approved by the CENTER in accordance with this Agreement), and their respective employees, agents, and
representatives, all federal, state, and local laws, acts, rules, regulations, and ordinances, as applicable,
including, but not limited to the Education Department General Administrative Regulations ("EDGAR"), 2
C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81, and Texas Government Code Chapter 2258.
If applicable, VENDOR certifies compliance with all provisions, laws, acts, regulations, rules, and ordinances
as detailed in the "Contract Provisions for Non -Federal Entity Contracts under Federal Awards" in Appendix II
to 2 C.F.R. Part 200, which is incorporated by reference herein. VENDOR further certifies compliance with all
applicable provisions, laws, acts, regulations, rules, and ordinances, including but not limited to those
referenced in the CENTER'S Bid Attributes completed by VENDOR, which is incorporated by reference
herein. Further, VENDOR agrees to and shall comply with all rules, regulations, policies, procedures, and
other requirements of the CENTER and the school campus(es) on which any work is to be performed under
this Agreement. VENDOR shall indemnify and hold REGION 4 ESC harmless from and against all claims,
demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of
VENDOR'S obligations under this provision.
37 LAW AN D WAGE RATES
In the execution of this contract, the VENDOR shall comply with all applicable local, state and federal laws.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 16 OF 24
38 DAMAGES
The successful VENDOR will be held responsible for and required to make good, at his own expense, all
damages to persons and property caused by carelessness or neglect on the part of their employees.
39 VENDOR ASSURANCE
The VENDOR must supply assurance which warrants that the prompt payment discount terms, delivery terms,
distribution allowance, quality and performance of product/services, prices and other conditions/provisions
offered in this proposal are the same or better than those offered by the proposing entities most favored
customer.
40 VENDOR EXPERIENCE
The VENDOR must be fully prepared with the necessary personnel, materials, machinery and equipment to
begin the work promptly and to conduct the work as required in the terms, conditions and specifications of
this proposal.
REGION 4 may make investigations as deemed necessary to determine the ability of the VENDOR to perform
the work, and the VENDOR shall furnish to the CENTER all information and data as requested. REGION 4
reserves the right to reject any proposal if the evidence submitted by, or investigation of, a VENDOR fails to
satisfy REGION 4 that the VENDOR is properly qualified to carry out the obligations of the contract and to
complete the work contemplated therein.
41 PROPRIETARY INFORMATION OR TRADE SECRETS
If any of the information requested is considered to be proprietary or a trade secret belonging to the VENDOR,
that information should be filed with the proposal in a separate envelope appropriately designated.
42 SURVIVAL
Expiration or termination of the contract for any reason does not release VENDOR from any liability or
obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that
by its nature would be intended to be applicable following any such expiration or termination, or that is
necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding
warranty, indemnification, confidentiality, and rights and remedies upon termination.
All applicable software license agreements, warranties or service agreements that are entered into between
VENDOR and REGION 4 ESC under the terms and conditions of the Contract shall survive the expiration or
termination of the Contract. All Purchase Orders issued and accepted by VENDOR shall survive expiration
or termination of the Contract. All quotations issued by VENDOR shall survive expiration or termination of the
Contract where such quotation is furnished inside of the Contract Period or subsequent renewal.
43 SEVERABILITY
In the event that any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained in it.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 17 OF 24
44 EDUCATIONAL RECORDS
VENDOR agrees that VENDOR and its employees, agents, and/or representatives may receive access to
student information for certain students of the CENTER or its Participating Member pursuant to this
Agreement. VENDOR shall secure the confidentiality of all information and records in accordance with
applicable federal and state laws, rules, and regulations, including but not limited to all privacy laws. VENDOR
understands 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 VENDOR agrees to abide by FERPA rules
and regulations, as applicable. Pursuant to the FERPA, the VENDOR must protect the confidentiality of the
CENTER, or its Participating Member, student records and shall not release any information without written
consent from the CENTER, or its Participating Member, the student's parent/guardian, or eligible student
unless required to do so by applicable law. VENDOR further acknowledges that to the extent VENDOR,
including but not limited to, VENDOR'S staff, employees, and/or representatives, receives confidential
CENTER, or its Participating Member, student information during the performance of duties under this
Agreement, VENDOR is considered a "school official" in accordance with FERPA and shall not disclose
confidential student information or education records except as otherwise permitted by applicable law.
VENDOR shall require its employees and other agents to execute written agreements requiring that such
information be kept confidential. The Parties agree to enter into a Data -Sharing Addendum (or similarly titled
and intended document) in the event confidential student information is to be shared, as required by applicable
law. VENDOR and its employees/ representatives shall at all times abide by applicable laws, including FERPA
and the Health Insurance Portability and Accountability Act (HIPAA). VENDOR must destroy any student
information received from the CENTER, or its Participating Member when no longer needed for the purposes
of the Agreement. VENDOR shall immediately provide notice to the CENTER, or its Participating Member of
any violation of the terms of this section. VENDOR shall be solely responsible for any breach of the obligations
of this section by any of its employees, agents, representatives, or subcontractors or their employees, agents,
or representatives.
45 CENTER'S CONFIDENTIAL INFORMATION
In the course of performing duties under this Agreement, VENDOR may view, obtain, or have access to
financial, accounting, statistical, personnel, and other information of a confidential nature concerning students
and schools being served by the CENTER and employees of the CENTER or its Participating Member. All
such information is confidential and shall not be disclosed, directly or indirectly, to any person other than
authorized officials of the CENTER or its Participating Member, either during or after the effective period of
this Agreement. VENDOR acknowledges that the CENTER or its Participating Member would be irreparably
injured if VENDOR were to disclose such information to third parties not entitled to receive such information
or to misappropriate such confidential information for VENDOR'S own purposes or benefit and that money
damages would not compensate the CENTER or its Participating Member for such irreparable injury.
46 INVOICING AND PAYMENT
Itemized invoices shall be mailed to the CENTER and directed to the CENTER'S Accounts Payable
Department. VENDOR shall submit invoices within a timely manner during the CENTER'S fiscal year in which
the good(s) and/or services are purchased, as applicable. Invoices received more than 60 days after the date
the work was performed will not be paid by the CENTER. The following requirements apply to invoices
submitted for payment:
.1 One invoice shall be submitted per CENTER Purchase Order.
.2 Invoice shall bear the following: (a) date of invoice; (b) date(s) of service, if applicable; (c) name of
VENDOR; (d) brief description of the item(s), quantity, unit price(s), and extended price(s); (e) if applicable,
dates of service(s), including list of services provided daily including dates and amount of time spent
performing each service and detailed descriptions of the services provided on each of the dates listed
including location where services were provided; (f) VENDOR'S complete mailing address and telephone
number.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 18 OF 24
.3 Invoice submission shall include any necessary substantiating documentation or information as required
by the Agreement; and certification of goods and/or services provided through a signature by a VENDOR
company representative.
.4 Invoice shall reference the CENTER Purchase Order Number.
.5 Invoice shall be in duplicate.
.6 Invoice shall only be paid for goods/products/equipment/services delivered and accepted by CENTER
.7 Advance payment to VENDOR is strictly prohibited unless otherwise determined on a case-by-case basis.
.8 VENDOR is required to submit to the CENTER a completed IRS Form W-9 for the current tax year and
all other forms required by the CENTER (e.g., Felony Conviction Notice, Conflict of Interest Questionnaire,
etc.) before payment is rendered.
.9 In accordance with Texas Government Code §2251.021, payments are due to VENDOR within forty-five
(45) days after the later of the following: (1) the date CENTER receives the goods; (2) the date the
performance of the service is completed; or (3) the date CENTER receives an invoice for the goods and/or
services.
In the event VENDOR presents the CENTER with invoices, statements, reports, etc. that are incomplete,
inaccurate or in need of substantial internal research, such action could result in delay of payment. The
CENTER will not be responsible for any interest charges and/or late fees because of delayed payment due to
time delays caused by inadequate or incomplete information provided in invoices by VENDOR.
VENDOR agrees to pay any subcontractors, if any, the appropriate share of the payment received from the
CENTER not later than the tenth (10th) day after the date VENDOR receives the payment from the CENTER.
VENDOR shall be responsible for satisfaction of all applicable IRS standards concerning reporting of income
and payments to VENDOR'S subcontractors and/or employees, if any. The exceptions to payments made by
the CENTER and/or VENDOR listed in Texas Government Code § 2251.002 shall apply to this Agreement. In
the event that VENDOR'S personnel begin work before VENDOR receives a valid purchase order and/or the
signing of this Agreement, VENDOR agrees that the CENTER is not liable for payment of such services
rendered.
In addition to all other rights and remedies that the CENTER may have, the CENTER shall have the right to
setoff, against any and all amounts due to VENDOR by the CENTER, whether due under this Agreement or
any other agreement between the CENTER (including any division of the CENTER) and VENDOR, any sums
to which the CENTER is entitled under this Agreement, as determined by the CENTER in its sole discretion,
including, without limitation, sums due by VENDOR to the CENTER as a result of indemnification obligations
and/or warranty claims.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 19 OF 24
47 INDEMNIFICATION, REMEDIES, AND GOVERNING LAW/VENUE
.1 TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AGREES TO PROTECT, DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE CENTER, ITS DIRECTING BOARD MEMBERS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM AND AGAINST
ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, FINES, PENALTIES, AND
EXPENSES (INCLUDING REASONABLE LITIGATION COSTS AND ATTORNEY'S FEES, INCLUDING
APPEALS), FOR WHICH THE CENTER, ITS DIRECTING BOARD MEMBERS, TRUSTEES,
OFFICERS, EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES, CAN OR MAY BE HELD LIABLE
AS A RESULT OF INJURY (UP TO AND INCLUDING DEATH) TO A PERSON OR PERSONS OR
DAMAGE TO PROPERTY, ARISING OUT OF, OCCASIONED BY, OR IN ANY WAY CONNECTED,
DIRECTLY OR INDIRECTLY, WITH THE VENDOR'S PERFORMANCE UNDER THIS AGREEMENT
(COLLECTIVELY, "CLAIM"), WHETHER OR NOT THE CLAIM ARISES FROM THE NEGLIGENCE,
WILLFUL ACT, BREACH OF CONTRACT, OR VIOLATION OF LAW BY VENDOR, ITS EMPLOYEES,
AGENTS, CONTRACTORS, OR SUBCONTRACTORS, EXCEPT FOR CLAIMS ARISING ENTIRELY
FROM THE WRONGFUL ACTS, OMISSIONS, OR NEGLIGENCE OF THE CENTER, OR ITS AGENTS,
EMPLOYEES OR REPRESENTATIVES. ALL OBLIGATIONS AS SET FORTH IN THIS SECTION
SHALL SURVIVE THE EXPIRATION, COMPLETION, OR TERMINATION OF THIS AGREEMENT.
.2 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or
enforceability of the aforementioned indemnification obligation, such legal limitations are made a part of
the indemnification obligation to the minimum extent necessary to bring the provision into conformity with
the requirements of such limitations, and as so modified, the indemnification obligations shall continue in
full force and effect.
.3 Nothing in this Agreement shall be construed to create a claim or cause of action against the CENTER
for which it is not otherwise liable, to waive any immunity or defense to which the CENTER may be entitled,
or to create an impermissible deficiency debt of the CENTER.
.4 REGION 4 ESC and VENDOR shall have all remedies afforded each by the Uniform Commercial Code,
as adopted in the State of Texas, except as otherwise provided in this Agreement or in statutes pertaining
specifically to Texas governmental entities.
.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas,
without regard to its provisions on conflicts of laws. The mandatory and exclusive venue for the
adjudication or resolution of any dispute arising out of or relating to this Agreement shall be a court of
competent jurisdiction in Harris County, Texas.
.6 VENDOR hereby assigns the CENTER any and all claims for overcharges associated with this Agreement
under the antitrust laws of the United States, 15 USCA Section 1, et seq., and which arise under the
antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et. seq.
48 QUALITY, WARRANTY, AND SUBSTITUTIONS
In addition to the guarantees and warranties provided by law, by accepting this Agreement, VENDOR hereby
expressly guarantees, warrants, and represents that:
.1 all products/goods and/or services supplied and/or furnished under this Agreement are of high quality,
free from all defects in material and workmanship, free from defects in design, meet or exceed and exactly
conform in all respects to all terms and requirements of this Agreement (including any drawings,
specifications, and/or standards incorporated herein, including, without limitation, those detailed in the
procurement solicitation issued by the CENTER) and all applicable REGION 4 ESC specifications and
requirements, and are suitable for and will perform in accordance with the ordinary, intended purpose(s)
as well as any special purposes specified by REGION 4 ESC, for a period of one (1) year from the date
of the CENTER'S acceptance of the goods and/or services or payment of the applicable invoice,
whichever is later. All warranties shall survive delivery of the goods and completion of the services; neither
the CENTER'S acceptance of, nor payment for, said goods and services shall constitute a waiver or
modification of any of the warranties of VENDOR, or the rights of REGION 4 ESC;
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 20 OF 24
.2 any goods delivered to the CENTER will be new (i.e., previously unused, non -floor model, in their original
packaging, and have not been reconditioned, remanufactured, repackaged, returned, damaged, or
refurbished), unless otherwise specified;
.3 all services performed by VENDOR or its subcontractors and all material used on REGION 4 ESC's
behalf, will be completely paid for and that there are no materialman's or other liens attached to the goods,
products, merchandise, materials, or services which are provided to REGION 4 ESC;
.4 the goods to be delivered hereunder will not infringe on any valid intellectual property right, including any
patent, trademark, trade name, or copyright, and that VENDOR will, at VENDOR'S expense, defend any
and all actions or suits charging such infringement and will save REGION 4 ESC, its trustees, agents, and
employees, harmless in case of any such action or suit;
.5 the goods to be delivered hereunder will be manufactured, sold, and/or installed in compliance with the
provisions of all applicable federal, state, and local laws and regulations;
.6 VENDOR shall uphold the manufacturer's standard warranty on any products. This warranty shall provide
for replacement of defective merchandise, parts and labor, and include pick-up and delivery from the
specified CENTER location effective from the date of delivery. VENDOR 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 Agreement or the procurement solicitation, if any;
.7 Substituting without the prior approval of a REGION 4 Member placing the order will constitute a breach
of contract by the vendor, which may result in the initiation of actions covered in the section entitled "Non-
Performance/Termination of Contract" and the associated financial impacts attached thereto and may
jeopardize any future business from the CENTER.; and
.8 nothing contained herein shall exclude or affect the operation of any implied warranties otherwise arising
in favor of REGION 4 ESC.
.9 All products provided or installed under this contract must be in the best possible condition and will be
subject to inspection, testing, and approval by REGION 4 and its Members.
49 LICENSES AND PERMITS; PERFORMANCE
For the entire effective period of this Agreement, VENDOR represents and warrants that VENDOR (and, if
approved by the CENTER, any and all subcontractors): (1) has the experience, qualifications, licenses, and
certifications required to provide the goods and/or services pursuant to this Agreement; and (2) shall maintain
all required licenses, certifications, permits, and any other documentation and/or authorization(s) necessary
to perform this Agreement, including, without limitation, authorizations required by any governing entity(ies),
including, but not limited to, the City of Houston, Harris County, the State of Texas, and the like. VENDOR
must comply with all state and local building code requirements unless otherwise specifically provided in the
REGION 4 ESC's purchase or work order, and VENDOR must pay all fees and charges for connections to
outside services and for use of property outside the project site. When required or requested by REGION 4
ESC, VENDOR shall furnish REGION 4 ESC with satisfactory proof of VENDOR'S compliance with this
provision.
Further, VENDOR agrees that VENDOR'S goods will be provided, and/or services will be performed, with
reasonable care, skill, judgment, and experience in a professional business -like manner, with no direct
supervision from the CENTER. VENDOR shall employ only orderly and competent workers, skilled in the
performance of the services, if any, which shall be performed under this Agreement. If VENDOR is unable to
complete the work in this manner based on the mutually agreed upon timeline, VENDOR shall notify the
CENTER'S Director of Procurement in writing.
STANDARD TERMS AND CONDITIONS FOR
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50 SUPPORT
VENDOR shall provide timely and accurate technical advice and sales support to REGION 4 ESC and
REGION 4 ESC staff. VENDOR shall respond to requests for customer support within one (1) business day
after receipt of the request. VENDOR shall promptly provide training to REGION 4 ESC staff regarding
products and/or services supplied by VENDOR, at no additional charge, if requested by REGION 4 ESC.
51 NO WAIVER OF BREACH
Failure of REGION 4 ESC to insist upon strict performance of any of the terms and conditions hereof, or failure
or delay to exercise any rights or remedies provided herein or by law or to properly notify successful VENDOR
in the event of breach, or the acceptance of or payment for any goods hereunder shall not release VENDOR
from any of the warranties or obligations of this Agreement, and shall not be deemed to waive any right of
REGION 4 ESC to insist upon strict performance hereof or any of its rights or remedies as to any such goods,
regardless of when shipped, received or accepted, or as to any prior or subsequent default hereunder; nor
shall any purported oral modification or rescission of an Agreement, contract or service agreement by
REGION 4 ESC operate as a waiver of any of the terms hereof.
52 NO WAIVER OF IMMUNITY
The execution of this Agreement and the performance by the CENTER of any of its obligations hereunder do
not, and are not intended to, waive or relinquish, and the CENTER shall not waive or relinquish, any
governmental, sovereign immunity or defense from or to liability or prosecution available to the CENTER, its
trustees, officers, employees, or agents under federal or Texas laws. Nothing in this Agreement shall be
constructed as creating any personal liability on the part of any trustee, officer, employee, or representative
of REGION 4 ESC.
53 PRODUCT RECALLS
VENDOR shall notify the REGION 4 ESC's PROCUREMENT CONTRACT SPECIALIST immediately if a
product recall is instituted on any good and/or service VENDOR has delivered or if VENDOR discovers or
becomes aware of any quality or other deficiency in the delivered goods and/or services. This requirement
shall survive payment and acceptance of the goods and/or services.
54 TEXAS HAZARD COMMUNICATION ACT
It is the policy of REGION 4 ESC to comply with applicable federal law and the Texas Hazard Communication
Act, Texas Health and Safety Code Chapter 502. Therefore, it is necessary to require that all suppliers provide
REGION 4 ESC with a current and accurate Safety Data Sheet (SDS), if applicable, for all items sold to
REGION 4 ESC, including, but not limited to: products which may contain hazardous substances, create
hazardous substances as a by-product, cause harmful physical effects, or otherwise be considered
hazardous. VENDOR shall be solely responsible to promptly obtain and provide to REGION 4 ESC all
necessary SDSs from suppliers of items under this Agreement, as applicable. A separate sheet shall be
provided for each individual item (if required) when purchase is made, as well as when the proposal is
submitted. The SDSs must conform to the most current requirements of the Hazard Communication Standard
issued by the Occupational Safety and Health Administration (OSHA) and codified as 29 CFR Section
1910.1200.
55 HAZARDOUS MATERIALS
In the performance of VENDOR'S services, VENDOR shall not cause any release of hazardous substances,
including but not limited to asbestos, or contamination of the environment, including the soil, the atmosphere,
or any water course or ground water. VENDOR shall be liable for any claims or damages resulting from such
release of or exposures to any such substances as a result of VENDOR'S activities.
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56 TEXAS PUBLIC INFORMATION ACT
.1 The Parties acknowledge that REGION 4 ESC is obligated to strictly comply with the Texas Public
Information Act (TPIA), Chapter 552, Texas Government Code, in responding to any request for public
information pertaining to this Agreement, as well as any other disclosure of information required by
applicable Texas law. All VENDOR Agreements shall be in compliance with the TPIA.
.2 All documents exchanged or created in connection with and communications regarding this solicitation or
any Agreement with the CENTER are governed by the TPIA.
.3 Documents submitted and communications regarding a VENDOR'S proposal response to a solicitation
may be deemed confidential during the evaluation process, as provided in Texas Government Code,
Subchapter C, Section §552.104, "Exception: Information Related to Competition or Bidding."
.4 The requirements of Subchapter J, Chapter 552, Government Code, may apply to this bid and Agreement,
and the contractor or VENDOR agrees that the Agreement can be terminated if the contractor or VENDOR
knowingly or intentionally fails to comply with a requirement of that subchapter.
.5 Upon the written request of the CENTER, VENDOR will promptly provide specified contracting information
exchanged or created under this Agreement. VENDOR waives any claim against and releases from
liability the CENTER, its trustees, officers, employees, agents, and attorneys with respect to disclosure of
information provided under or in this Agreement or otherwise created, assembled, maintained, or held by
either party and determined by the CENTER, the Attorney General of Texas, ora court of law to be subject
to disclosure under the Texas Public Information Act, Chapter 552, Texas Government Code.
.6 VENDORS should consult with their legal counsel regarding disclosure issues and take the appropriate
precautions to safeguard trade secrets, or any other proprietary information before responding to this
procurement solicitation. Should VENDOR'S response to this procurement solicitation include trade
secrets or proprietary information, or other technical information, documentation and/or expertise that the
VENDOR considers confidential, VENDOR must either (1) conspicuously mark such information as being
confidential or, (2) if the information is delivered in oral form, summarize the information in writing within
ten (10) REGION 4 ESC business days and identify it as being confidential ("Confidential Information").
REGION 4 ESC shall not be held liable for disclosure of information that is not conspicuously marked or
identified as Confidential Information in accordance with the aforementioned process. All requests to
secure trade secrets must be accompanied by factual evidence of potential loss of competitive or
economic harm.
.7 VENDOR shall immediately notify the CENTER if VENDOR receives from any third -party a request for
information (including, but not limited to, a subpoena), which pertains to the documentation and records
maintained by VENDOR on behalf of the CENTER pursuant to this Agreement. VENDOR shall provide a
copy of such request to the CENTER, unless otherwise prohibited by law.
57 NO THIRD -PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed or construed to create any third -party beneficiaries or otherwise
give any third party any claim or right of action against any party to this Agreement.
58 NOTICE
Any notice provided under the terms of this Agreement by either party to the other shall be in writing and may
be effected by certified mail, return receipt requested. Notice to either party shall be sufficient if made or
addressed to the address listed in the signature line of this Agreement. Each party may change the address
to which notice is to be sent to that party by giving notice of such change to the other party by certified mail,
return receipt requested.
59 NON -EXCLUSIVITY
Nothing in this Agreement may be construed to imply that VENDOR has the exclusive right to provide the
CENTER with goods and/or services. During the effective period of this Agreement, the CENTER reserves
the right to use all available resources to procure other goods and/or services as needed, and doing so will
not violate any rights of VENDOR. In addition, nothing in this Agreement may be construed to require that the
CENTER purchase any specific amount, quantity, or quota of goods and/or services from VENDOR.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 23 OF 24
60 INTELLECTUAL PROPERTY
VENDOR represents and warrants that it has all intellectual property rights necessary to enter into and perform
its obligations in this Agreement.
61 INDEBTEDNESS
VENDOR represents that to the best of its knowledge it is not indebted to the CENTER. Indebtedness to the
CENTER may be grounds for termination of this Agreement.
62 FEDERAL GRANT REQUIREMENTS
.1 All contracts under federal awards must meet federal, state and local requirements.
.2 The Agreement shall only be effective upon receipt by the CENTER of the Notice of Grant Award (NOGA)
from the federal/state awarding agency.
.3 The Agreement term/period shall be aligned to the grant period of availability, as stated on the NOGA from
the federal/state awarding agency (period of availability).
.4 All services shall be completed during the effective dates of the Agreement.
.5 All services shall be invoiced monthly after services are received (rather than paid lump sum at the
beginning of the period of availability before services are rendered) and shall only be paid upon verification
of receipt of services.
.6 The regulations for procurement in 2 CFR § 200.317-327 shall be followed by REGION 4 ESC in issuing
the Agreement.
.7 All professional services provided under the Agreement will follow the provisions of 2 CFR § 200.459
Professional service costs.
.8 The Agreement shall identify the funding sources that will be used for the goods and/or services to be
provided, including the specific amount and/or percentage of the total contract amount to be charged to
each funding source.
.9 The Agreement shall identify and lists only reasonable, necessary, and allocable services to be provided
during the period of availability of the funding sources listed in the Agreement.
.10 The administrative costs charged to the grant in the Agreement must comply with any limitations for
administrative costs for funding sources (if applicable).
.11 The Agreement shall specify that the invoice provided by the VENDOR will include the list of services
provided, dates of services, and location(s) where services were provided during the billing period.
.12 If the source of funds for this purchase is federal funds, the following federal provisions apply, as
applicable: 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), Byrd Anti -Lobbying
Amendment (31 U.S.C. 1352), Debarment and Suspension (Executive Orders 12549 and 12689), 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, 79, 81-821 84, 86, and 97-99 ("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 federal certifications and other requirements of
federal law, including but not limited to those included within REGION 4 ESC's Bid Attributes and those
mandated by federal agencies making award(s) of federal funds to REGION 4 ESC. Without limitation to
the forgoing, Region 4 has and will comply with all requirements related to contracting with small and
minority businesses, women's business enterprises, and labor surplus area firms, as set forth in 2 C.F.R.
§ 200.321. Region 4 has and does solicit all qualified small and minority businesses and women's
business enterprises. VENDOR shall comply with 2 C.F.R. § 200.321 in its own sub -contracting practices.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 24 OF 24
Ict
The
rees t undersigned hereby offers, and if' awarded ag, o furnish goods andlor services; in str'
compliance with; the �terms, specifications and conditions at the prices, proposed within, respoinse unless
i
noted in writing on, the Deviation Form submitted with the requestfor proposal.
Company Namle TD SYNNEX Corporation
Address 5350 T'ech, Data Drive
City/,Sta,tle/Zip Cleairwater, FL 33760
Telephone N. 510-407058
Email Address Rand,y.Fin,ley@tdsynnie,x.com
Printed Name Randy Finley
Sr. Director BuSiness Development
Title
R2503017
Contract No,.
Initial Contract Term 10/ 1 /21025
Fun ffl " -w, 111! rM 0 RME M 74
Re
orized, Board Member
[on J g* 4 �Uth
to 9/30/2G218
6/24/2025
Date
6/24/2025
Date
APPENDIX A* CONTRACT' PAGE 7 OF 7
Event Information
-4umber: 25-03 Addendum
Title: CYBER SECURITY SOLUTIONS
Type'. Request for Proposal - Region 4 ESC
Issue Date: 3/5/2025
Deadline: 4/24/2025 02:00 PM (CT)
Notes: Oral communications concerning this RFP shall not be binding and
shall in noway excuse an Offeror of the obligations set forth in this
proposal.
Only online proposals will be accepted. Proposals must be submitte*_
via Region 4 ESC's online procurement system:
region4esc. ionwave. net.
Ofrerors are strongly encouraged, but not required to participate in a
pre -proposal conference with the Procurement Contract Specialist.
1z=11-01 =110111
Page 1 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
Address: Finance and Operations
7145 West Tidwell Road
TX 77092
Email: questions@esc4.net
Page 2of31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Contact:
Janie Frandsen
Address:
39 Pelham Ridge Drive,
Greenville, SC., SC 29615
Phone:
(864) 349-4390
Email:
e.frandsen@tdsynnex.com
Web Address:
TDSYNNEX.com
111
At Ow A I M
1k, - "Q"_ F4 0 , =, 'M ' to m
'Z111 W ELI"
41
Signature
Submitted at 412312025 08.-53.-15 AM (CT)
Janie.frandsen@tdsynnex.com
Email
The TD SYNNEX team recognizes the value your program brings to customers procuring through the Omnia
Partners contract. We will continue to leverage our network of order fulfillment partners to grow this program
with incremental revenue from other contract vehicles. We look forward to continuing our long-term partnership
with the Region 4 ESC and Omnia Partners. We will be pleased to answer any questions you may have as you
review and consider the merits of our response.
Requested Attachments
Offer and Contract Signature Form Offer—and—Contract—Signature—F
orm.pdf
Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed
document here.
Dev'lat'lon Form 32725 Deviation Form FINAL.pdf
Please complete the Deviation Form, located on the Attachments tab, and upload the completed document here.
If a conflict exists that requires the submission of a Conflict of Interest Questionnairecomplete and upload the
,iocument here. (REQUIRED ONLY IF A CONFLICT EXISTS, see Attribute titled "CONFLICT OF INTEREST
0-WESTIONNAIRE" for additional information.)
Palo Alto and TD SYNNEX
Products and Services Pricing.xlsx
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of
line. Describe the full line of products and services offered by supplier.
Provide any additional information related to products and services the Offeror proposes to enhance and add value to
the Contract. For example, a proposal for furniture may include additional value-added selections such as installation,
white glove delivery options, setup/cleaning, classroom design/layout, special orders, etc. (OPTIONAL)
0, 1
1W �iw* fl 71" =4
If your firm holds a cercation from certifying agencies related to M/WBE, DBE, HUB, or other diverse business
*�esignations, you may upload the certificate here. (OPTIONAL)
Page 3 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
TD SYNNEX has received many prestigious Awards from OEM's conducting business with our company. This supports
our reputation and standing in the industry as we conduct business with over 2,500 OEM's.
TD Synnex Corporation-NJI-Cert Copy of Application Certi-pdf
This Certification is referenced in Exhibit "G" as Document #8 as a mandatory requirement.
ISO -9001-51 00 Liberty Way, Alliance Gateway Park, Fort Worth, TX, 76177-4008.pdf
ISO 9001-5100 Listing for TD SYN N EX Warehouses.
13 25-03 Cyber Security Solutions Addendum 1.pdf
Signed Proposal Addendum to extend due date to April 24, 2025
OMNIA Partners - Exhibit A Response for National Cooperative Contract FINAL-pdf
Extended descriptions of the responses in Exhibit A, 3.0 "Supplier Response" beginning on page 15 of the proposal,
plus additional information supporting responses found in the portal.
Janie Frandsen
3 HOW MANY YEARS HAS YOUR BUSINESS OPERATED UNDER ITS PRESENT NAME
1 44
4 WHAT IS YOUR CURRENT NUMBER OF CUSTOMER ACCOUNTS?
L— 1 o=800
00 AM to 6:00 PM
6
IS 30 DAYS AFTER RECEIPT OF INVOICE AN ACCEPTABLE PAYMENT SCHEDULE FOR YOUR
If No, describe your payment schedule in the field provided.
YES
Page 5of31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
8 ACCOUNT MANAGER NAME
Please indicate the name of the account manager we should speak to with concerns about the products and/or
services in this proposal.
Evans Coleman
9 ACCOUNT MANAGER EMAIL
OM
Levans.coleman@tdsynnex.c::]
1 ACCOUNT MANAGER PHONE
0 1(864) 305-7446
Payments are sent directly to the Partners/Resellers
1 PAYMENT REMITTANCE PHONE
2
1 CONTRACT/PURCHASE ORDER/QUOTE EMAIL
3 Vendors may choose to have purchase orders emailed to them in PDF format in lieu of having them faxed or mailed.
To elect this option, please offer the preferred email address in the accompanying field. This email address will
apply to any purchases from your company, so the use of a generic email address is suggested, such as
bids@companyname.com or purchaseorders@businessname.com.
No response
1 CONTRACT/PURCHASE ORDER/QUOTE FAX NUMBER, IF APPLICABLE
4 If applicable, please provide a fax number to send orders and quote requests.
I
WHAT IS THE STANDARD LEAD TIME FOR RECEIPT OF PRODUCTS AFTER ORDER IS RECIEVED
(ARO), IN DAYS?
Provide your answer in number of DAYS after receipt of order (ARO).
45
1110 tG G '40
8 ACCOUNT MANAGER NAME
Please indicate the name of the account manager we should speak to with concerns about the products and/or
services in this proposal.
Evans Coleman
9 ACCOUNT MANAGER EMAIL
OM
Levans.coleman@tdsynnex.c::]
1 ACCOUNT MANAGER PHONE
0 1(864) 305-7446
Payments are sent directly to the Partners/Resellers
1 PAYMENT REMITTANCE PHONE
2
1 CONTRACT/PURCHASE ORDER/QUOTE EMAIL
3 Vendors may choose to have purchase orders emailed to them in PDF format in lieu of having them faxed or mailed.
To elect this option, please offer the preferred email address in the accompanying field. This email address will
apply to any purchases from your company, so the use of a generic email address is suggested, such as
bids@companyname.com or purchaseorders@businessname.com.
No response
1 CONTRACT/PURCHASE ORDER/QUOTE FAX NUMBER, IF APPLICABLE
4 If applicable, please provide a fax number to send orders and quote requests.
I
COMPANY WEBSITE ADDRESS, IF APPLICABLE
https://www.tdsynnex.com/na/us/td-synnex-public-sector/contracts/
HOW WERE YOU NOTIFIED OF THIS BID OPPORTUNITY?
0311 IMISINK41111i 14 LOU Lo
1110 tG G '40
Contract number to receive a quote from the partner/reseller will be assigned upon award. The current contract to
receive quotes is #R200803.
COMPANY WEBSITE ADDRESS, IF APPLICABLE
https://www.tdsynnex.com/na/us/td-synnex-public-sector/contracts/
Page 6 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
HOW WERE YOU NOTIFIED OF THIS BID OPPORTUNITY?
In order to verify the efficiency of communication tools used to notify vendors of bidding opportunities, we ask that
you provide us with the manner in which you received notification of this request for bid/proposal.
I we currently are awarded the OMNIA PARTNERS #R200803
Page 6 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
1 REFERENCE 1 EMAIL
9
[Lupe@wwpcinc.=
dit
K4 U90403 'I'D
IT, Lei "11111711Q 1161111"drol *wool 11 L
Westwind Computers Montoya-VPJefferson % , Main
St NE Suite B, Albuquerque, NM
5655
number: 505) 345-4720
1 REFERENCE 1 EMAIL
9
[Lupe@wwpcinc.=
2 REFERENCE 2 EMAIL
1
cpalmer@co.augusta.va.us
dit
K4 U90403 'I'D
IT, Lei "11111711Q 1161111"drol *wool 11 L
rystal Palmer Technical Support Manager 540-245-5058 18 Government Center Lane Verona, VA 24482 United
r eS
2 REFERENCE 2 EMAIL
1
cpalmer@co.augusta.va.us
2 REFERENCE 3 EMAIL
3
Lcoleta@montgomerycountyva.gov]
2 THE U.S. STATE YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED.
South Carolina
2 RECIPROCITY
5 For Businesses not located in Texas: Does your state of residence or incorporation require out-of-state bidders to
underbid vendors residing in your state by a prescribed amount or percentage to receive a comparable contract? If
Yes, please input that percentage;
If No, please leave the adjacent field blank.
2 PARTIAL AWARD ACCEPTANCE
6 REGION 4 ESC retains the right to award this contract in such a manner that it receives the best overall value for
the goods and/or services requested in this request for proposal or bid, which may include awarding to multiple
vendors.
2 PURCHASE ORDER POLICY
7 REGION 4 ESC purchases tangible goods and services through the use of approved Purchase Orders. Vendors
are highly discouraged from sending products, and/or performing services without prior receipt of an approved
District Purchase Order. While campuses and departments may call for quotes and information, please be advised
the District is not obligated to pay for any services and/or products ordered via telephone or email in without the
presence of a properly executed Purchase Order.
Z I understand.
Page 7 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
IT, Lei "11111711Q 1161111"drol *wool 11 L
Troy Cole County of Montgomery, VA Information Technology Director (540) 394-2120 ext. 54098 755 Roanoke
,u ,rs w" 24073
2 REFERENCE 3 EMAIL
3
Lcoleta@montgomerycountyva.gov]
2 THE U.S. STATE YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED.
South Carolina
2 RECIPROCITY
5 For Businesses not located in Texas: Does your state of residence or incorporation require out-of-state bidders to
underbid vendors residing in your state by a prescribed amount or percentage to receive a comparable contract? If
Yes, please input that percentage;
If No, please leave the adjacent field blank.
2 PARTIAL AWARD ACCEPTANCE
6 REGION 4 ESC retains the right to award this contract in such a manner that it receives the best overall value for
the goods and/or services requested in this request for proposal or bid, which may include awarding to multiple
vendors.
2 PURCHASE ORDER POLICY
7 REGION 4 ESC purchases tangible goods and services through the use of approved Purchase Orders. Vendors
are highly discouraged from sending products, and/or performing services without prior receipt of an approved
District Purchase Order. While campuses and departments may call for quotes and information, please be advised
the District is not obligated to pay for any services and/or products ordered via telephone or email in without the
presence of a properly executed Purchase Order.
Z I understand.
Page 7 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
170 M, 0=1 OIUIZ�I
To the extent the orders are Defense Priority Allocation System, those will be handled in accordance with the
Defense Priorities and Allocations System.
Iwo I
Currently, the TD SYNNEX inventory fill rate is -80%. TD SYNNEX has recently incorporated a new automated tool
which has increased our fill -rate by 65% from the closest warehouses. This has improved Service Level
Agreements and returned higher customer satisfaction.
Fft
170 M, 0=1 OIUIZ�I
To the extent the orders are Defense Priority Allocation System, those will be handled in accordance with the
Defense Priorities and Allocations System.
Page Oof31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Iwo I
Currently, the TD SYNNEX inventory fill rate is -80%. TD SYNNEX has recently incorporated a new automated tool
which has increased our fill -rate by 65% from the closest warehouses. This has improved Service Level
Agreements and returned higher customer satisfaction.
Page Oof31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Ap
TD SYNNEX Logistics follows the "Five Rights": the right product, in the right condition, with the right quantity,
delivered at the right time with the right documentation: On-time delivery is 98.5% depending on weather related
issues. Warehouse order accuracy is 99.6% for same-day ship
Page Oof31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Ap
TD SYNNEX has defined our return and restocking policy based on Return Types. They include 1) DOA/Defective
Credit 2) Advance Swap 3) Damaged Shipments 4) Kit Returns 5) Stock Balance 6) TD SYNNEX Errors 7)
Manufacturer Exception Returns 8) Return Refusal and Discrepancy Policy. Details are found in Exhibit A.
Page Oof31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
TID SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab,
"Other Attachments".
lI lipil III Jill Iiiiiiii I � ��Il 1
S oervices and warranties are offered both through OEMs and through the TID SYNNEX ServiceSolv ecosystem of
authorized service providers. This allows OMNIA Partner members to determine the best provider for their service
nd warranty needs. There is a ServiceSolv Brochure added under the "Response Attachment" tab "Other
Attachments
TID SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab,
"Other Attachments".
11 11 11 , " 11, 1 1111 1 � 11�111 11 1 - r�il 1111!111 1111111 1 111
Customer Care offers post -sales product support including returns and RMA processing. Telephone: 800-237-
1
8931 option 3 Email: CSHelp@tdsynnex.com; Core hours are 8AM to 5 PM EST with limited converge to 8PM EST.
eRMA through EcExpress is available 24/7.
reseller/partners to execute a new agreement stating the updated contract number.
TID SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab,
"Other Attachments".
11 11 11 , " 11, 1 1111 1 � 11�111 11 1 - r�il 1111!111 1111111 1 111
us Wo
partner/reseller community assigned. The new contract number will be posted on our OMNIA Partner website and
will be referenced on the product quotes provided to the agency end users. TID SYNNEX will require the
reseller/partners to execute a new agreement stating the updated contract number.
TID SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab,
"Other Attachments".
11 11 11 , " 11, 1 1111 1 � 11�111 11 1 - r�il 1111!111 1111111 1 111
TID SYNNEX will communicate the updated contract terms and contract number via a webinar for the current
partner/reseller community assigned. The new contract number will be posted on our OMNIA Partner website and
will be referenced on the product quotes provided to the agency end users. TID SYNNEX will require the
reseller/partners to execute a new agreement stating the updated contract number.
TID SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab,
"Other Attachments".
TID SYNNEX Total Case Incident rate (TCIR) in 2024 was 0.8909, our Lost Time Injury rates (LTI) frequency was
2.088 and LTI Severity was 0.095.
HIUM 'r
TID SYNNEX has a Customer Care Website to address Product Return Guidelines:
https://www.tdsynnex.com/na/us/td-synnex-customer-care/. For quoting, ordering and reporting, there is a website
specifically assigned to OMNIA Partners: OMNIA Partners@tdsynnex.com
TID SYNNEX Total Case Incident rate (TCIR) in 2024 was 0.8909, our Lost Time Injury rates (LTI) frequency was
2.088 and LTI Severity was 0.095.
Page 0of31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
HIUM 'r
Page 0of31pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
and directors.
I None
Provide Offeror's expertise in working with public sector and understanding of the unique technical
regulatory requirements.
TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states.
5 Indicate 'if Offeror is licensed to do business min all 50 states.
El No
Page 1Uof31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
11 ril 111rill 1,
"T n''Imm"n, a
TD SYNNEX Corporation is a Fortune 100 broad -line computer products distributor with an exceptional reputation
delivering products and services globally. With over 2,500 Original Equipment Manufacturers (OEM) listed on our
line card,
work directly with our reseller partners to ensure timely quoting, sales, and delivery.
distributor, TD SYNNEX will onboard our partners/resellers to the OMNIA contract and update the affiliate list
on a monthly basis. All Authorized Reseller participation will be in accordance with the Terms and Conditions set
forth in the OMNIA Master Agreement. TD SYNNEX currently has over 500 flaffiliatesig utilizing the OMNIA Partners
contract we currently hold and we verify compliance of our affiliates based on performance to the contract.
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
and directors.
I None
Provide Offeror's expertise in working with public sector and understanding of the unique technical
regulatory requirements.
TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states.
5 Indicate 'if Offeror is licensed to do business min all 50 states.
El No
Page 1Uof31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
"T n''Imm"n, a
TD SYNNEX Corporation is a Fortune 100 broad -line computer products distributor with an exceptional reputation
delivering products and services globally. With over 2,500 Original Equipment Manufacturers (OEM) listed on our
line card,
work directly with our reseller partners to ensure timely quoting, sales, and delivery.
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
and directors.
I None
Provide Offeror's expertise in working with public sector and understanding of the unique technical
regulatory requirements.
TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states.
5 Indicate 'if Offeror is licensed to do business min all 50 states.
El No
Page 1Uof31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
At TD SYNNEX, we bring a wealth of experience and a proven track record in owning and managing Public Sector
contracts. We owe our success to our strategic approach to sales and demand generation, tailored to maximize
the reach of these contracts. We have over 800 sales representatives located throughout the US and Canada who
work directly with our reseller partners to ensure timely quoting, sales, and delivery.
distributor, TD SYNNEX will onboard our partners/resellers to the OMNIA contract and update the affiliate list
on a monthly basis. All Authorized Reseller participation will be in accordance with the Terms and Conditions set
forth in the OMNIA Master Agreement. TD SYNNEX currently has over 500 flaffiliatesig utilizing the OMNIA Partners
contract we currently hold and we verify compliance of our affiliates based on performance to the contract.
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
and directors.
I None
Provide Offeror's expertise in working with public sector and understanding of the unique technical
regulatory requirements.
TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states.
5 Indicate 'if Offeror is licensed to do business min all 50 states.
El No
Page 1Uof31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
At TD SYNNEX, we bring a wealth of experience and a proven track record in owning and managing Public Sector
contracts. We owe our success to our strategic approach to sales and demand generation, tailored to maximize
the reach of these contracts. We have over 800 sales representatives located throughout the US and Canada who
work directly with our reseller partners to ensure timely quoting, sales, and delivery.
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers
and directors.
I None
Provide Offeror's expertise in working with public sector and understanding of the unique technical
regulatory requirements.
TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states.
5 Indicate 'if Offeror is licensed to do business min all 50 states.
El No
Page 1Uof31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
pContracts are Firm Fixed Price with No Per Diem offered.
For Non -Normal Working Hours, indicate if there is a minimum charge of hours and what the number of
hours is.
There are no additional charges or a minimum charge of hours for outside of regular working hours.
Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to
guide price adjustments. If offering a catalog contract with discounts by category, while changes in
Irdil7sc
TD SYNNEX is providing out entire line card of OEM's and their services. There are over 2,500 OEM's listed for
access to all OMNIA Partner agencies to procure product and services from. We have uploaded our ServiceSolv
line card under Response Attachments, and our OEM/Vendor line cards under the "Response Attachments" tab
"Other Attachments".
pContracts are Firm Fixed Price with No Per Diem offered.
For Non -Normal Working Hours, indicate if there is a minimum charge of hours and what the number of
hours is.
There are no additional charges or a minimum charge of hours for outside of regular working hours.
SShi ping charges are included in the price of the products unless there are additional circumstances involved
pr
uch as overnight deliveries.
JEWarran!tfie!sa!re'i'included standard warranties applied from OEM's
Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to
guide price adjustments. If offering a catalog contract with discounts by category, while changes in
Irdil7sc
ci
Yes. Pricing and discounts are included in the response under the files uploaded "Products and Pricing". There is
- Pri !th
g7
a ISO .
also a pricing and discount matrix assed to the "Response Attachments" tab under "Other Attachments" that
utline!s e TD SYNNEX OEM's and their pricing discounts.
policy. Check with your TD SYNNEX salesperson to verify specific eligibility.
SShi ping charges are included in the price of the products unless there are additional circumstances involved
pr
uch as overnight deliveries.
JEWarran!tfie!sa!re'i'included standard warranties applied from OEM's
IDescribe any additional discounts or rebates available. Additional discounts or rebates may be offered
for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.
I TD SYNNEX can offer special discounts and incentives on a case-by-case basis. I
Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to
guide price adjustments. If offering a catalog contract with discounts by category, while changes in
Irdil7sc
As the distributor of manufacturer branded products, TD SYNNEX must adhere to the manufacturer's return
olicies. These policies include adhering to final dates of return or restocking fees for returns. At a minimum, TD
SYNNEX agrees to a 30 day return policy for unopened product. Not all product lines are eligible for this return
policy. Check with your TD SYNNEX salesperson to verify specific eligibility.
IDescribe any additional discounts or rebates available. Additional discounts or rebates may be offered
for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.
I TD SYNNEX can offer special discounts and incentives on a case-by-case basis. I
4,
Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to
guide price adjustments. If offering a catalog contract with discounts by category, while changes in
Irdil7sc
SY
TD SYNNEX has a defined quoting process for our authorized partner/resellers. These fees are based off the
MNIA contract catalog prices with the discounts included and will be quoted by a dedicated OMNIA contract
uot
quoting group.
OEM's, the prices are updated in our database and reflected in the catalog quotes.
4,
Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to
guide price adjustments. If offering a catalog contract with discounts by category, while changes in
Irdil7sc
individual pricing may change, the category
discounts should not change over the term of the Contract.
TD SYNNEX does not expect the pricing structure to change, however as we receive new price files from the
OEM's, the prices are updated in our database and reflected in the catalog quotes.
Page 11of31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Irdil7sc
All discounts provided within this response will be valid for the contract duration. New products will be added at
ounted rate per category as found in the "Response Attachments" tab, "Products and Pricing" I
Page 11of31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
6 Minority Women Business Enterprise Certification
3 If yes, list certifying agency.
N/A
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification
Lu
If yes, list certifying agency.
N/A
6 Historically Underutilized Business (HUB) Certification
5 If yes, list certifying agency.
N/A
6 Historically Underutilized Business Zone Enterprise (HUBZone) Certification
6 If yes, list certifying agency.
N/A
6 1 Other recognized diversity certificate holder
7 If yes, list certifying agency
I N/A
Describe any diversity programs or partners supplier does business with and how Participating
Agencies may use diverse partners through the Master Agreement.
Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide
a list of diversity alliances and a copy of their certifications.
TD SYNNEX has a strong Diversity Alliance Program which includes partners in support of government agencies.
Please find the Program Details in the "Response Attachments Tab", under "Other Attachments"
6 Minority Women Business Enterprise Certification
3 If yes, list certifying agency.
N/A
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification
Lu
If yes, list certifying agency.
N/A
6 Historically Underutilized Business (HUB) Certification
5 If yes, list certifying agency.
N/A
6 Historically Underutilized Business Zone Enterprise (HUBZone) Certification
6 If yes, list certifying agency.
N/A
6 1 Other recognized diversity certificate holder
7 If yes, list certifying agency
I N/A
Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provid(-i;
permission for reproduction of such logo in marketing communications and promotions.
Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
❑D Yes
❑ No
Page 12 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
JI!
Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provid(-i;
permission for reproduction of such logo in marketing communications and promotions.
Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
❑D Yes
❑ No
Page 12 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies
nationwide and the timely follow up to leads established by OMNIA Partners.
All sales materials are to use the OMNIA Partners logo. At a minimum, the Offeror's sales initiatives should
communicate:
• Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
• Best government pricing
• No cost to participate
• Non-exclusive
Confirm Offeror will train its national sales force on the Master Agreement. At a minimum, sales training
should include:
• Key features of Master Agreement
® Working knowledge of the solicitation process
® Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
® Knowledge of benefits of the use of cooperative contracts
7
Provide the name, title, email and phone number for the person(s), who will be responsible for:
2
TD SYNNEX has dedicated Business Development Contract Specialists supporting OMNIA as the main contacts for
• Executive Support
• Marketing
• Sales
• Sales Support
• Financial Reporting
• Accounts Payable
• Contracts
Executive Support- Randy Finley -Sr. Director Public Sector randy.finley@tdsynnex.com- * (800) 2378931
x4001887; Marketing- Melissa Tomberg, Sr. Marketing Program Manager, Melissa.Tomberg@tdsynnex.com, (800)
2378931 x4102582- Sales, Sales Support and Financial Reporting- OMNIA@TDSYNNEX.com; Financial
® Contracts: ContractsAdmin@tdsynnex.com;
Page 13 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
oil
TD SYNNEX has dedicated Business Development Contract Specialists supporting OMNIA as the main contacts for
the Sales Teams across the U.S. As these contacts are geographically assigned, similar to the OMNIA Partners
contract we currently support, our experts work in conjunction with OMNIA personnel to assist in closing
opportunes. Please refer to the Public Sector Coverage Map under "Response Attachment" "Other Attachments"
to see the coverage.
Page 13 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
Year 1 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration
Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three
years of the Master Agreement ("Guaranteed Contract Sales").
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the
greater of the actual Contract Sales and the Guaranteed Contract Sales.
Year 2 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration
Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three
years of the Master Agreement
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the
greater of the actual Contract Sales and the Guaranteed Contract Sales.
Page 14of31 pages Vendor: Tu8YNNExCorporation 25-03 Addendum 2
il, RJI Alk 2W) if
Year 1 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration
Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three
years of the Master Agreement ("Guaranteed Contract Sales").
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the
greater of the actual Contract Sales and the Guaranteed Contract Sales.
Year 2 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration
Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three
years of the Master Agreement
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the
greater of the actual Contract Sales and the Guaranteed Contract Sales.
Page 14of31 pages Vendor: Tu8YNNExCorporation 25-03 Addendum 2
Year 3 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration
Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three
years of the Master Agreement
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the
greater of the actual Contract Sales and the Guaranteed Contract Sales.
8 Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate
0 your review and acceptance.
8 Oral Communications concerning this RFP shall not be binding and shall 'in no way excuse an Offeror of
the obligations set forth min this proposal.
Yes
8 Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab.
2 Indicate your review and acceptance.
Z Yes
Am WWI
If
WWI 41
Page 15of31 pages Vendor: Tu8YNNExCorporation 25-03 Addendum 2
8 Not to Exceed Pricing
4 Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust
submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower
pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is
not acceptable.
Provide the number, size and location of Supplier's distribution facilities, warehouses and retail
network as applicable.
TD SYNNEX has 11 Distribution Facilities and Warehouses across the U.S. The total square footage is 4,758,6
Page 16 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
7 1
Executive Leadership will promote the award of the OMNIA Partners contract during OEM and partner calls and
promote recruitment of Dealers using the Public Sector Contract Specialists dedicated to assist in onboarding new
partners/resellers. Internal messaging will include Webinars and marketing tools for the sales force access via the
Website.
Page 16 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
8 GENERAL TERMS AND CONDITIONS
8 Respondent agrees to comply with the Contract and General Terms and Conditions provided as an attachment to
this online bid event. Any deviations to the Contract and General Terms and Conditions may be provided using the
procedures set forth in the attribute pertaining to deviations.
Z I certify compliance with this attribute.
Page 17 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
0"
-OWN
8 GENERAL TERMS AND CONDITIONS
8 Respondent agrees to comply with the Contract and General Terms and Conditions provided as an attachment to
this online bid event. Any deviations to the Contract and General Terms and Conditions may be provided using the
procedures set forth in the attribute pertaining to deviations.
Z I certify compliance with this attribute.
Page 17 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
FELONY CONVICTION NOTIFICATION
State of Texas Legislative Senate Bill No. 1 Section 44-034, Notification of Criminal History, Subsection (a), states fig a
person or business entity that enters into an agreement with a school district must give advance notice to the
district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must
19
include a general description of the conduct resulting in the conviction of a felony .
Subsection (b) states 66 a school district may terminate the agreement with a person or business entity if the district
determines that the person or business entity failed to give notice as required by Subsection (a), or misrepresentel#-
the conduct resulting in the conviction. The district must compensate the person or business entity for services
95
performed before the termination of the contract .
Subsection (c) states "this section does not apply to a publicly held corporation".
Use the list of values associated with this item to identify your status as it relates to this legal requirement.
Rom
9
NAME OF FELON AND NATURE OF FELONY, IF APPLICABLE
If response to previous attribute was "Felon - person/owner IS a convicted felon", vendor shall give the name of the
felon and details of conviction.
If you did not answer "Felon - person/owner IS a convicted felon" in the previous question, type "N/A" in the
respective field.
N/A
-As
jy-
OPTION 13-. 1 certify that my business has been certified as a Historically Underutilized Business (HUB), and I
have/will upload the certification information into the "Response Attachments" Tab located in this online bidding
event.
I OPTION A - Not H
Page 18 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
DISCLOSURE OF INTERESTED PARTIES
Texas state law requires the Disclosure of Interested
centers and school districts, for any contract which:
(1) requires an action or vote by the governing body;
(2) has a value of $1 million or more; or
Parties be filed with a public entity, including regional servici
M
(3) for any services provided that would require an individual to register as a lobbyist under TX Gov't Code Chapter
305.
NOTE: This form is not required if the vendor is a publicly -traded business entity, including a wholly-owned
subsidiary of the business entity (a company in which ownership is dispersed among the general public via shares
0 stock which are traded via at least one stock exchange or over-the-counter market).
If you are required by law to submit this form, it must be completed online at the Texas Ethics Commission website.
Obtain a numbered certificate and click the link below to access the instructions and to complete this required form.
Upon completion, vendors required to submit the form must attach it to the proposal via the "Response
Attachments" Tab.
Clicls heime to coin !'!2 ............ ! be foi�-in oiri tlie rex as Coiii niiia iiissiiioiiiq's,1295 ���,-orin wejbj�&,
.................................................................................................................................................................................................................................. . ............................................................................................................................................................................................................................................................................................... = ................................................................................................................................................................................................................................................................................................................................................................................................................................................. ...............
THE FOLLOWING CONTRACTS ARE EXEMPT FROM THE REQUIREMENTS OF TEXAS DISCLOSURE OF
INT STED PA R TIES LAWS;
a sponsored research contract of an institution of higher education,-
• an interagency contract of a state agency or an institution of higher education;
• a contract related to health and human services if; -
the value of the contract cannot be determined at the time the contract is executed,- and
• any qualified vendor is eligible for the contract,-
• a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity,-
• a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code,- or
• a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code,
9 1 certify compliance with this attributj
Page 19 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
"Vendor" means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term
includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a
state agency except for Texas Correctional Industries. Texas Local Government Code 176.001(7).
"Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a
connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal,
state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease ofgoods or
services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Loca-
MMIliMl!
"Family relationship" means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity,
as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a).
"Local government officer" means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator,
president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercise
discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4).
For additional information ®n Conflict of Interest Questionnaire, and the statutes that mandate it, please visit the
following links:
I exas I .......... ocal Goverili-neiltCode..,, ........... 0 . ................. 1. K
...............6.1
...................................................................................................................................................................................................................................................................................................................................................................................... ............... ................ .. ...in . .......... . ............
I
ex I .......... louse 23
If your firm is required to return a completed Conflict of Interest Questionnaire with your proposal submission, use
the "Response Attachments" Tab to upload the completed document.
is/1r--71
I certify compliance with this attribute.
Page 20 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) Respondent is not a sole proprietorship.- (ii) with 10 or
more full-time employees; and (iii) with a contract to be paid a value of $100, 000 or more wholly or partially from public funds of the governmental entity.
YJ I certify compliance with this attributd
FOREIGN TERRORIST ORGANIZATIONS
Section 2252.152 of the Texas Government Code prohibits Region 4 ESC from awarding a contract to any person
who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas
Government Code. Respondent certifies that it not ineligible to receive the contract.
9 1 certify compliance with this
APPLICABILITY: This clause applies only to a contract that: (1) is between a governmental entity and a company with at least 10 full-time employees; antlo
(2) has a value of at least $100, 000 that is paid wholly or partly from public funds of the governmental entity. I
EXCEPTIONS: This clause is not required when a state Agency- (1) contracts with a sole -source provider, or (2) does not receive any bids from a company
that is able to provide the written verification required by Section 2274.002(b) of the Texas Government Code.
Z I certify compliance with this attribute.
ENERGY COMPANY BOYCOTT PROHIBITED
Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott
energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not
apply to the contract. If circumstances relevant to this provision change during the course of the contract,
Respondent shall promptly notify Region 4 ESC.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) a "company" within the definitions of Section
2274.001(2) of the Tex. Gov't Code; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100, 000 or more wholly or
partially from public funds of the governmental entit
9 1 certify compliance with this attribut
CRITICAL INFRASTRUCTURE AFFIRMATION
Pursuant to Government Code Section 2274.0102, Respondent certifies that neither it nor its parent company, nor
any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental
entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government
Code Section 2274.0103, or (2) headquartered in any of those countries.
EXCEPTION- Clause only applies to solicitations and contracts in is the contractor would be granted direct or remote access to or control of critical
infrastructure, as defined by Section 2274. 0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty
and support purposes.
The Governor of the State of Texas may designate countries as a threat to critical infrastructure under Section 2274.0103 of the Texas Government Code.
Agencies should promptly add any country that is designated by the Governor to this clause."
Z I certify compliance with this attribute.
Page 21 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
'01
11111,1101 Al MOMIUM -W,
Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESCY s Open Records
Policy below -
OPTION A: We acknowledge Region 4 ESC's Open Records Policy and declare that no information submitted with
this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.
OPTION B: We declare the following information to be a trade secret or proprietary and exempt from disclosure
under the Public Information Act and these requested exemptions are uploaded into the "Response Attachments"
Tab located in this online bidding event.
(Note: Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt.
In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confidential and will
not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood
that failure to identify such information, in strict accordance with the instructions, will result in that information being
considered public information and released, if requested under the Public Information Act.)
Page 22 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
1 CONTRACTING INFORMATION
0 If Vendor is not a governmental body and
3 (a) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of goods or
services by REGION 4 ESC; or
(b) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or
services by REGION 4 ESC in a fiscal year of REGION 4 ESC, 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 RFP and the Agreement
(unless the Agreement 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 Vendor hereby certifies and agrees to
(1) preserve all contracting information related to this Agreement as provided by the records retention
requirements applicable to REGION 4 ESC for the duration of the Agreement,
(2) promptly provide to REGION 4 ESC any contracting information related to the Agreement that is in the
custody or possession of the Vendor on request of REGION 4 ESC; and
(3) on completion of the Agreement, either
(a) provide at no cost to AISD all contracting information related to the Agreement that is in the custody
or possession of Vendor, or
(b) preserve the contracting information related to the Agreement as provided by the records retention
requirements applicable to REGION 4 ESC.
❑D I certify compliance with this attribute.
1 ANTI-TRUST CERTIFICATION STATEMENT
0 Vendor affirms under penalty of perjury of the laws of the State of Texas that -
4
(1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation,
firm, partnership or individual (Company) listed below,
(2) In connection with this bid, neither I nor any representative of the Company have violated any provision of
the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15,
(3) In connection with this bid, neither I nor any representative of the Company have violated any federal
antitrust law; and
(4) Neither I nor any representative of the Company have directly or indirectly communicated any of the
contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or
individual engaged in the same line of business as the Company.
I certify compliance with this attribute.
FEDERAL RULE (A) - CONTRACT TERM VIOLATIONS
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000 (2 CFR §200.320), which
is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition
Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal
remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and
penalties as appropriate.
Pursuant to Federal Rule (A) above, when federal funds are expended by Region 4 ESC, Region 4 ESC reserves
all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of
breach of contract by either party.
Z I certify compliance with this attribute.
Page 23 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
0
Pursuant to Federal Rule (D) above, when federal funds are expended by REGION4 ESC, during the term of an
award for all contracts and subgrants for construction or repair, the vendor will be in compliance with all applicable
Davis -Bacon Act provisions.
M I certify compliance with this attribute.
W,
WKWE
Pursuant to Federal Rule (E) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act.
9 1 certify compliance with this attribute.
Pursuant to Federal Rule (F) above, when federal funds are expended by REGION 4 ESCY the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.
9 1 certify compliance with this attribute.
Page 25 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
A'M'q lip
JW I
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the
vendor certifies that the vendor will be in compliance with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process ir
excess of $100,000, the vendor certifies that the vendor is in compliance with all applicable standards, orders,
regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)),
Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental
Protection Agency Regulation, 40 CFR Part 15.
Pursuant to Federal Rule (G) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that
during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor
agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.
9 1 certify compliance with this attribute.
Page 20of31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
Pursuant to Federal Rule (1) above, when federal funds are expended by REGION 4 ESC, the vendor certifies th
during the term and after the awarded term of an award for a// contracts by REGION 4 ESC resulting from this
procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti -
Lobbying Amendment (31 U.S. C. 1352). The undersigned further certifies that:
11111p iq�� 11 111111
it W'W
AM
9 1 certify compliance with this attributj
Pursuant to Federal Rule (J) above, when federal funds are expended REGION 4 ESC, as required by the
Resource Conservation and Recovery Act of 1976 (42 U. S. C. § 6962(c)(3)(A)(i)), the vendor certifies, by signing
this document, that the percentage of recovered materials content for EPA -designated items to be delivered or used
in the performance of the contract will be at least the amount required by the applicable contract specifications or
other contractual requirements.
9 1 certify compliance with this attributj
Page 27of31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2
JEWARKILWA-mr,
'XV
FEDERAL RULE - PROFIT NEGOTIATION
9 For purchases using Federal funds in excess of $250,000, REGION 4 ESC may be required to negotiate profit as a
separate element of the price. (See 2 CFR 200.324(b)).
When required by REGION 4 ESC, Vendor agrees to provide information relating to profitability of the given
transaction and itemize the profit margin as a separate element of the price.
Fs -/1 I certify compliance with this attribute.
1�111 grij
ir
Pursuant to this federal rule, when federal funds are expended by REGION 4 ESC, the vendor certifies that during
the term of all contracts resulting from this procurement process, the vendor agrees to comply with all applicable
requirements as referenced in this paragraph.
Z I certify compliance with this attribute.
1 APPLICABLITY TO SUBCONTRACTORS
2
Vendor agrees that all contracts it awards pursuant to this procurement action shall be bound by the terms and
conditions of this procurement action.
0 I certify compliance with this attribute.
COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT
When REGION 4 ESC expends federal funds for any contract resulting from this procurement process, Vendor
certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
9 1 certify compliance with this attributj
Page 29 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
9 1 certify compliance with this attributJ
1 EXCESS OBLIGATIONS PROHIBITED
2 Proposer understands that all obligations of Region 4 ESC under the contract are subject to the availability of state
4
funds. If such funds are not appropriated or become unavailable, the contract may be terminated by Region 4 ESC.
Z I certify compliance with this attribute.
suspended,1 SUSPENSION AND DEBARMENT
2 Respondent certifies that neither it nor its principals are debarred, 5 ineligible, or otherwise excluded from participation in the contract by any state or federal agency.
proposed for debarment, declared
Z I certify compliance with this attribute.
Page 30 of 31 pages Vendor: TD SYNNEX Corporation 25-03 Addendum 2
Page 31of31 pages Vendor: nzGYNNExCorporation 25-03Addendum 2