Purchase and Installation of Artificial Indoor Turf

Irving ISD Standard Terms and Conditions

These terms and conditions apply to all bids, request for proposals, quotes, competitive sealed proposals, and other procurement solicitations to which they are attached. These Standard Terms and Conditions are part of the final Contract in each commodity and/or service contract and are part of the terms and conditions of each purchase order or other bid/proposal forms issued in connection with this solicitation.

Compliance with Applicable Laws and District Policies

The Provider shall comply with any and all federal, state and local laws, statutes, ordinances, standards, orders, rules, regulations and District policies affecting the services covered by this agreement. Such laws may include but are not limited to the following: 

a. Family Education Rights and Privacy Act (FERPA)

b. Protection of Pupil Rights Amendment (PPRA)

c. Health Insurance Portability and Accountability Act of 1996 (HIPPA)

District policies may be obtained at https://pol.tasb.org/home/index/367

e. Education Department of General Administrative Regulations (EDGAR)

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Funding Out Clause

Pursuant to Texas Local Government Code Sec. 271.903, any proposal/offer accepted by Irving ISD and all contracts to be approved are subject to the budgeting and appropriation of then currently available funds. See statue for specifics or consult your legal counsel.

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Loss of funding and commitment of current revenue: Termination of the contract under this paragraph is to be considered Termination for Non-Appropriation of Funds. District shall have the continuing right to terminate this contract at the end of each fiscal year or end of the special revenue fund or grant during term of the contract with regards to any services to be performed after the end of such fiscal year or end of the special revenue fund or grant, without district incurring any liability to vendor as result of such termination, including early termination charges. If district terminates this contract pursuant to this paragraph, vendor will have the right to collect and retain payment for services rendered to district through termination date but shall not be entitled to any early termination charges. 

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Assignment

The successful Vendor may not assign its rights and duties under an award without the written consent of the District. Such consent shall not relieve the assignor of liability in the event of default by its assignee.

Termination

Irving ISD shall have the right to terminate for default all or part of a resulting contract if the firm breaches any of the terms hereof or if the firm becomes insolvent or files any petition in bankruptcy. Such right of termination is an addition to and not in lieu of any other remedies which Irving ISD may have in law or equity, specifically including, but not limited to, the right to collect for damages or demand specific performance. 

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Irving ISD has the right to terminate a resulting contract for convenience, without penalty, for non-appropriation or non-availability of funds by delivery to the vendor of a "Notice of Termination" specifying the extent to which performance here under is terminated and the date upon which such termination becomes effective.

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Irving ISD may terminate a resulting contract and debar the firm from future "bidding" for violations of the federal requirements including, but not limited to, "Contract Work Hours and Safety Standards Act", "Equal Employment Opportunity Act", and "Energy Policy and Conservation Act".

Indemnification

Irving ISD is a Texas Political Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction.

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Except as otherwise expressly provided, vendor shall defend, indemnify, and hold Irving ISD harmless from and against all claims, liability, loss and expenses, including reasonable costs, collections expenses, and attorney's fees incurred, which arise by reason of the acts or omissions of vendor, its agents or employees in the performance of its obligations under a resulting contract. This clause shall survive termination of a resulting contract.

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Remedies

The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit Irving ISD to an arbitration resolution of any disagreement under any circumstances. Any claim arising out of or related to the contract, except for those specifically waived under the terms of the contract, may, after denial of the Board of Trustees, be subject to mediation at the request of either party. Any issues not resolved hereunder must be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated fee equally. Mediation shall be held in Dallas County, Texas. Agreements reached in mediation shall be reduced to writing and will subject to the approval by the District's Board of Trustees, signed by the parties if approved by the Board of Trustees, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. 

Choice of Law

This agreement and any addenda or other additions and all contract or awards resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles.

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Jurisdiction and Service of Process

Any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Dallas County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either one or both of them may file a copy of the paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of the section may be served on any party anywhere in the world.

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Alternative Dispute Resolution

Prior to filing of litigation, the parties may select non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction. The parties agree that if non-binding mediation is chosen as a resolution process, the parties must agree to the chosen mediator(s) and that all mediation venues shall be at a location in Dallas County, Texas agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost.

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Acts or Omissions

The successful vendor will be expected to indemnify and hold harmless Irving ISD, its officers, employees, agents, representatives, vendors, assignee and designee from and against any and all liability, actions, claims, demands or suits, and all related costs, attorney's fees and expenses arising out of, or resulting from any acts or omissions of the vendor or its agents, employees, subcontractors, or contractors in the execution or performance of any agreements ultimately made by Irving ISD and the vendor. 

Contract Governance

Any contract made or entered into by the Irving ISD is subject to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, Irving ISD does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. 

Payment Terms

Irving ISD pays net 30 or at point of sale and complies with the State of Texas payment law, Texas Government Code, Chapter 2251. See statute for specifics or consult your legal counsel. Payment will be made within 30 days after the later of, receipt of goods/services and a properly submitted invoice. The District considers an invoice properly submitted when the following conditions are met: 

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a. All invoices will be sent to: apinvoices@irvingisd.net or Irving ISD/Accounts Payable, PO Box 152637, Irving, TX 75015-2636

b. Invoice is received at the address indicated on the purchase order.

c. Purchase Order Number

d. Pricing on the invoice matches the price on the purchase order.

e. Quantities on the invoice do not exceed those specified on the purchase order.

f. Unique invoice number use for each billing

g. Merchandise has been shipped or service performed.

h. Description of goods and services on the invoice shall match the description on the purchase order.

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Cash/prompt payment discounts offered will not be considered in determining the award but will be taken if earned.

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Purchase orders will serve as the award instrument(s) against this Request for Proposal. Orders will be placed as items are approved for purchase and funds become available. 

Criminal Background Check Requirement

If an employee of a contractor is covered under SB 9 the contractor must bear the burden of obtaining a national, fingerprint-based criminal history check. Under Section 22.0834 of the Education Code, the contractor is then required to certify to the district that the criminal history check has been performed. The contractor, not the district, is responsible for contacting DPS directly to set up an account for the purposes of obtaining criminal history record information. Under the statute SB 9, a contractor is required to conduct a criminal history review on an employee only when the following criteria has been met: •The employer has contracted with the district to provide services. •The particular employee will have continuing duties relating to the contract with the district. •The particular employee will have contact with students. A contractor or sub-contractor may not work on District property or any location the District deems a place where students are regularly present when: •they have been convicted of a felony or misdemeanor involving moral turpitude, as defined by Texas law •they have charges pending, they have been convicted, received probation or deferred adjudication of any of the following: 1. Any offense against a child 2. Any sex offense 3. Any felony offense involving controlled substances 4. Any felony offense against property 5. Any other offense the District believes might compromise the safety of student, staff or property. A Bidder/Proposer’s violation of this section shall constitute substantial failure. If the Bidder/Proposer is the person or owner or operator of the business entity, that individual may not self-certify regarding the criminal history record information and its review and must submit original evidence acceptable to the district with this Agreement showing compliance. Possession of firearms, alcohol and/or drugs, even in vehicles, is strictly prohibited on school property. The use of tobacco products is not allowed on school district property.

Insurance Commitment

The Insurance Requirements in the Attachment Tab apply to this proposal invitation and any resulting award. The Insurance Certificate is not required to be submitted with this proposal; however, if vendor is to receive an award, the certificate must be submitted to the Irving ISD Purchasing Office prior to commencement of work on District Property within ten (10) days of verbal or written request by the Purchasing Office (whichever is earlier). 

Exclusivity of Award

Any awards or contracts resulting from this document and the process described herein are not an exclusive award or a guaranteed quantity or volume and the Irving ISD reserves the right to purchase good or services described herein from other sources, unless the specifications herein and resulting contract expressly provide to the contrary in which case the contract provision will control for this provision. 

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Proposer must include any proposed contract in its response to this RFP. The contract form should already have been used, and approved with other Texas School Districts, other units of local government, and/or State Agencies. This RFP and the Vendor's response shall be added by reference as an addendum to the contract. Add proposed contract to the response attachment tab. 

Independent Contractor

It is understood that in the performance of any services herein provided, for Contractor shall be, and is, an independent contractor, and is not an agent or employee of the District and shall furnish such services in its own manner and method, except as required by this contract. Further, Contractor has, and shall retain the right to exercise full control over the employment, direction, compensation, and discharge of all persons employed by Contractor in the performance of the services here under. Contractor shall be solely responsible for, and shall indemnify, defend, and save the District harmless, from all matters relating to the payment of its employees, including compliance with Social Security, withholding, and all other wages, salaries, benefits, taxes, exactions and regulations of any nature whatsoever. 

Records

Upon request by Irving ISD, any duly authorized representative of Irving ISD shall, until three (3) years after final payment under this agreement, have access and right to examine directly pertinent books, papers, documents, accounts, and records of Seller involving transactions related to this agreement and to examine Seller's place of business as necessary to determine whether the terms of this agreement are being carried out. This audit will be conducted at a location where those business documents are being held at the time of the audit request. Seller shall be required to maintain such records for three years after final payment.

Record Retention

Vendor shall preserve all records relating to this RFP and/or contract for a period of seven (7) Irving ISD fiscal years or for such longer period as may be required by law, after final payment relating to this project. 

Conflict of Interest

No employee, officer, or agent may participate in the selection, award or administration of a contract if h or she has a real or apparent conflict of interest. Irving ISD officers, employees and agents may not solicit nor accept gratuities, favors or anything of monetary value from vendors or parties to subcontract. Irving ISD maintains written standards covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. 

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It is the vendor’s responsibility to notify the school district if there is a conflict of interest. The following website will provide the appropriate form to be completed and submitted with the vendor’s proposal. Website: https://www.ethics.state.tx.us/filinginfo/conflict_forms.htm or see attached CIQ form. By law this questionnaire must be filed with the records administrator of the local government no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. (Ref H.B. 23.)

Warranties

Vendor expressly warrants that all the goods and services covered by the contract resulting from this RFP will be in exact accordance with the requirements of the award of the RFP and the resulting contract and free from defects in material and/or workmanship. Vendor expressly warrants merchantability for all goods provided pursuant to the resulting contract. All warranties shall survive delivery of the goods and completion of the services and shall not be deemed waived either by reason of the district's acceptance of said goods and services or by payment for them. Any deviations from the contract, or any exceptions or alterations must be approved in writing by the District's procurement Director.

Notification of Material Change

Vendor is required to notify Irving ISD when any material change in operations occurs, including 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.

Force Majeure

Neither Irving ISD nor vendor shall be deemed to have breached any provision of this agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly form acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies interruptions in third-party telecommunications or Internet equipment or service, other catastrophes or any other occurrences which are reasonably beyond such part party's control.

Student Confidentiality

Vendor acknowledges that the District has a legal obligation to maintain the confidentiality and privacy of student records in accordance with applicable law and regulations, including, but not limited to the Family Educational Rights and Privacy Act (FERPA). Any student information provided to awarded contract shall be in compliance with the requirements and exceptions outlined in FERPA. Vendor must comply with said law and regulations and safeguard student information. Vendor may not disclose student information to a third party without prior written consent from the parent or eligible student. Vendor must destroy any student information received from the District when no longer needed for provision of services to District.