HomeMy WebLinkAbout058973-A2R3 - General - Contract - CDW Government LLCCSC No. 58973-A2 R3
SECOND AMENDMENT AND THIRD RENEWAL
TO
FORT WORTH CITY SECRETARY CONTRACT NO. 58973
This Second Amendment and Third Renewal is entered into by and between the City of
Fort Worth ("City,") a Texas home rule municipality, and CDW Government LLC ("Vendor").
City and Vendor are each individually referred to herein as a "parry" and collectively referred to
as the "parties."
WHEREAS, City and Vendor entered into an Agreement identified as City Secretary
Contract No. 58973 beginning March 5, 2023 (the "Agreement"), utilizing OMNIA Partners
("Omnia") Contract No. R210401 (the "Cooperative Agreement");
WHEREAS, on March 1, 2026, Omnia and Vendor executed a replacement to the
Cooperative Agreement, Omnia Contract No. R250601 (the "Successor Contract");
WHEREAS, the current term of the Agreement expires on May 31, 2026; and
WHEREAS, it is now the collective desire of the parties to amend the Agreement to
incorporate and align the terms of the Successor Contract; and
WHEREAS, the parties further desire to clarify the renewal options available and renew
the Agreement for a renewal term to begin June 1, 2026 and set to expire February 28, 2027 in
alignment with the Successor Contract.
NOW, THEREFORE, the parties, acting herein by the through their duly authorized
representatives, enter into the following agreement:
I. AMENDMENTS
1. The Agreement is hereby amended to incorporate the Successor Contract, Omnia
Contract No. R250601, attached hereto to this First Amendment and Fifth Renewal as Exhibit A-
1 and Exhibit B-1 of the Agreement. In the event of conflict between the Successor Contract and
or any Amendments, the Vendor contract shall prevail.
2. The total annual amount of the Agreement will remain at an amount not to exceed
$100,000.00
H. RENEWALS
The Agreement is hereby renewed for a one-year Renewal Term beginning June 1, 2026
and set to expire February 28, 2027 in alignment with the Successor Contract. Pursuant to the
Successor Contract, four (4) additional one-year renewal options remain available.
III. MISCELLANEOUS
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment and Third Renewal to Fort Worth City Secretary Contract No. 58973 Page 1 of 5
All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
[Signature Page Follows]
Second Amendment and Third Renewal to Fort Worth City Secretary Contract No. 58973 Page 2 of 5
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
By:
Dianna Giordano (Apr 28, 2026 11:51:32 CDT)
CDW Government LLCAUVWj-;&k— -#—
By:
Name:
Title:
Date:
Dianna Giordano
Assistant City Manager
04/28/2026
Name:
Anup Sreedharan
Title:
Senior Manager
Date:
04/22/2026
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name:
Kevin Gunn
Title:
Director, IT Solutions
Approved as to Form and Legality:
%�"ZI-12i+an� _ &a-Ae
By: nd— Pagliara (Apr 27, 2026 7:42:41 T)
Name: Candace Pagliara
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: N/A
Approval Date: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: aP&a
Name: Jeff Park
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name:
Title:
A -'Zs 1
Jannette Goodall
City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment and Third Renewal to Fort Worth City Secretary Contract No. 58973 Page 3 of 5
Exhibit A-1
Omnia Contract No. R250601 Pricing
(Attached)
Second Amendment and Third Renewal to Fort Worth City Secretary Contract No. 58973 Page 4 of 5
CDW Government - Region 4 ESC - Contract Pricing Structure & Management
CDW Government Pricing Offer
Accessories (A)
7.50 %
Power, Cooling & Racks (B)
5.00%
Desktop Computers (C)
3.25%
Data Storage/Drives (D)
6.00%
Enterprise Storage (E)
6.00%
Point of Sale/Data Capture (F)
4.25%
Servers & Server Management (H)
5.00%
Services (CDW Delivered) (J)*
0.00%
Notebook/Mobile Devices (L)
4.00 %
Chromebooks (CBK)
0.00%
NetComm Products (N)
7.00%
Carts and Furniture (0)
6.00%
Printing & Document Scanning (P)
3.00 %
Services (Partner Delivered) (Q)*
5.00%
Client Configure -to -Order (R)
3.25%
Software (S)
4.00%
Collaboration Hardware (T)
6.00%
Video & Audio (V)
5.00%
Cables (W)
15.00 %
Apple (All Categories)
0.50%
CDW Government is pleased to offer Region 4 ESC a discount off CDW Government Nationally Advertised
Pricing (NAP) structure.
Cloud offerings are constantly evolving and increasingly complex, with a range of subscription and consumption -
based offerings; SaaS, IaaS, PaaS, among others. CDW Government's pricing is based on Discount 0% off
MSRP. where available to CDW Government. In cases, where MSRP pricing is not available and/or the offering is
unique, pricing will be based on CDW Government invoiced price. This structure provides the necessary flexibility,
to enable Region 4 ESC Members/participating entities to make purchases offerings, as cloud offerings evolve,
through life of our contract.
Region 4 ESC and its members/participating entities acknowledge that CDW Government is not the provider of
the Cloud Services and in purchasing the Cloud Services, Region 4 ESC, and its members/participating entities
rely only on the Cloud Service. Provider's service descriptions and the terms and conditions set forth in the Cloud
Provider's Services Terms and Conditions. Accordingly, Region 4 ESC shall consider the Cloud Service Provider
to be the party responsible for providing the Cloud Services and Region 4 ESC and its members/participating
entities, may be required to execute additional agreements, prior to provisioning/purchase of certain cloud offering.
CDW Government will provide Region 4 ESC with a discount as a percentage off of CDW Government's
Nationally Advertised Price (NAP) for the CDW Government defined Product Categories listed above, provided
that Region 4 ESC references this Agreement when placing an order with CDW Government.
Prices include lowest ground freight within the 48 contiguous United States when referencing this Agreement. All
orders are subject to CDW Government's standard shipping policies in effect at the time of order placement. In
those instances that call for express or overnight delivery, shipping costs will be pre -paid by CDW Government
and added to the customer invoice.
Clarifications
*These are services tied to CDW Government internal taxonomy J and Q, which includes subset of offerings such
as configurations, warranty, and specific installation services, and are not subject to a Statement of Work. These
do not include the services broken out in the individual tabs, including other professional services, which require a
mutually executed Statement of Work between CDW Government and Region 4 ESC.
For Services, CDW Government has included rate cards with hourly rates/services pricing for the following
categories:
Di ital Velocitv Services
ServiceNow Services
Amplified IT Services
Staff Aucimentation Services
Mana ed Services
Other Professional Services
For all hourly rates proposed by CDW Govemment in this pricing file and contained within our proposal, our offer is
contingent on a 5 % year over year escalation, on the contract's annual anniversary date, which will act as a not to
exceed rate.
CDW Government has been very successful in managing labor rates during unstable market conditions including
taking advantage of our vast in-house, in -market resources and certified, approved subcontract pool while also
leveraging remote services, where practical and applicable. During the contract term, CDW Government reserves
the right to propose changes to labor rate categories to reflect extraordinary market conditions which might impact
labor rates and present to Region 4 ESC for review and approval. Region 4 ESC will review and approve such
rates through a mutually agreed upon amendment no later than 30 calendar days upon presentation.
Services requiring a specific Statement of Work (SoW) must be mutually executed between the customer and
CDW Government before work begins. We have provided a sample SoW in Appendix A.
For any service engagement, if there are applicable Travel and Expenses (T&E) charges, they will be agreed and
mutually executed upon in a comprehensive Statement of Work. However, CDW Government will utilize its
national footprint of service providers and in -market engineers. We also utilize remote technologies and services
where applicable to mitigate such expenses.
Digital
Role
DVS F-CTO
Hourly Rate
$350.00
DVS Digital Strategy Consultant
$305.00
DVS Digital Product Strategist
$270.00
DVS Principal Engineer/Tech Lead
$350.00
DVS Architect
$300.00
DVS Senior Engineer
$250.00
DVS Engineer
$225.00
DVS Associate Engineer
$200.00
DVS Program Manager
$245.00
DVS Sr. Technical Project Manager
$230.00
DVS Technical Project Manager
$205.00
DVS Project Coordinator
$165.00
ServiceNow Solutions Services
Role
ServiceNow Associate Project Manager
Hourly Rate
$165.00
ServiceNow Associate Consulting Engineer
$170.00
ServiceNow Engagement Manager
$235.00
ServiceNow Business Process Consultant
$255.00
ServiceNow Principal Consultant
$275.00
ServiceNow Organizational Change Management Consultant
$275.00
ServiceNow Integration Expert
$250.00
ServiceNow Quality Assurance Expert
$200.00
ServiceNow Solution Architect
$255.00
ServiceNow Technical Consultant/Developer
$220.00
ServiceNow Trainer
$235.00
SupportManaged Services
Managed Service
Basic Service - $0 to 10K
Monthly Price*
Fees are based on a percentage of
AWS, GCP, Azure services
As Invoiced
Basic Service - $10K to $250K
As Invoiced
Basic Service - $250K+
As Invoiced
Essential Service - $0 to $35K
As Invoiced
Essential Service - $35 to $75K
As Invoiced
Essential Service - $75K+
As Invoiced
Premium Service - $0 to $100K
As Invoiced
Premium Service - $100K to $250K
As Invoiced
Premium Service - $250K+
As Invoiced
*If CDW Government is billing the customerfor Basic consumption, no pricing uplift is applied.
Pricing
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OptionAmplified Services
Google for Educations (GFE)
GFE Audit - K-12
2%
GFE Audit - Higher Ed
2%
GFE KickStart Package
2%
GFE Support - Support Hours
2%
GFE Support - 20 Support Hours
2%
GFE Support - 40 Support Hours
2%
GFE Support - Adhoc Support Hours
2%
North American GFE Technical Collaborative
2%
GFE Training/Consultancy - Full Day Onsite
2%
GFE Chrome Checkup
OptionAmplified IT Training
Amplified IT Admin Level 1 Certification Training - Setf-Paced
2%
2%
Amplified IT Admin Level 2 Certification Training - Self -Paced
2%
Amplified IT Admin Security Specialist Certification Training - Self -Paced
2
Amplified IT Admin Security Bundle
2%
*These services are available to education entities only.
Staff
Role
Infrastructure Architects
Augmentation Services
Standard
$170.00
Mid -Level
$180.00
Senior
$195.00
Solutions Architects
$175.00
$195.00
$215.00
Site Reliability Engineers
$185.00
$195.00
$205.00
Network Administrators
$100.00
$115.00
$125.00
Network Engineers
$135.00
$150.00
$165.00
Network BAs/BSAs
$130.00
$135.00
$140.00
Systems Administrators
$115.00
$130.00
$145.00
Systems Engineers
$140.00
$155.00
$170.00
Systems BAs/BSAs
$135.00
$145.00
$155.00
Storage Engineers
$165.00
$160.00
$195.00
Virtualization Engineers
$135.00
$155.00
$180.00
Salesforce Administrators
$125.00
$155.00
$185.00
Salesforce Engineers
$175.00
$195.00
$215.00
Salesforce Developers
$165.00
$175.00
$185.00
ServiceNow Administrators
$155.00
$165.00
$175.00
ServiceNow Engineers
$165.00
$180.00
$195.00
ServiceNow Developers
$150.00
$165.00
$180.00
SolarWinds Engineers
$165.00
$180.00
$205.00
AWS Engineers
$185.00
$205.00
$225.00
AWS Developers
$170.00
$175.00
$180.00
Azure Engineers
$180.00
$195.00
$215.00
Azure Developers
$135.00
$145.00
$160.00
GCP Engineers
$200.00
$235.00
$265.00
GCP Developers
$200.00
$235.00
$265.00
Front-end Developers
$165.00
$170.30
$175.00
Back -end Developers
$170.00
$180.00
$185.00
Scala Developers
$200.00
$215.00
$225.00
Project Managers
$135.00
$150.00
$165.00
Scrum Masters
$165.00
$180.00
$195.00
DevOps Engineers
$165.00
$175.00
$190.00
Software Development Engineer in Test
$170.00
$180.00
$195.00
InfoSec Analysts
$145.00
$160.00
$175.00
Quality Assurance Analysts
$140.00
$150.00
$160.00
Quality Assurance Engineers
$140.00
$150.00
$160.00
Managed Services Application
Item
Microsoft System Center Configuration Manager (SCCM) -Gold
Rate
$517.50
Microsoft Active Directory - Small Environment 2-10 DCs - Gold
$545.10
DHCP Support add to MS AD above
$155.94
Microsoft Active Directory - Medium Environment 11-20 DCs - Gold
$828.00
Microsoft Active Directory - Large Environment 21+ DCs - Gold
$1,587.00
Microsoft Active Directory Federation Services (ADFS) - Gold
$745.20
Mimix/iTERA for iSeries - Gold (Priced PER "a" and "b" side)
Managed Services Backup
Item
IBM Tivoli Storage Manager Gold
$207.00
Rate
$2,070.00
Commvault RMS Backup Environment SM: 1-250 VMs - Gold
$1,138.50
Cohesity RMS SM: 1-250 VMs - Gold
$1,138.50
Commvault RMS Backup Environment Med: 251-600 VMs - Gold
$1,656.00
Commvault RMS Backup Environment Large: 601-1000 VMs - Gold
$2,070.00
Commvault RMS Backup Environment XL: 1000+ VMs - Gold
$2,622.00
Veeam RMS SM: 1-250 VMs - Gold
$1,138.50
Veeam RMS Med: 251-600 VMs - Gold
$1,656.00
Veeam RMS Lrg: 601-1000 VMs - Gold
$2,070.00
Veeam RMS XL: 1000+ VMs - Gold
$2,622.00
EMC Avamar RMS SM: 1-250 VMs - 7old
$1,138.50
EMC Avamar RMS Med: 251-600 VMs - Gold
$1,656.00
EMC Avamar RMS Lrg: 601-1000 VMs - Gold
$2,070.00
EMC Avamar RMS XL: 1000 VMs - Gold
$2,622.00
EMC Data Domain - Gold
$2,070.00
Microsoft System Center DPM - SM <100 - Gold
$1,656.00
Microsoft System Center DPM - Med 100 - 500 - Gold
$2,070.00
Microsoft System Center DPM - Lrg >500 Gold
$2,622.00
Microsoft System Center DPM - XL - Gold
$3,312.00
Managed
Item
Windows -Gold
Services
Rate
$77.63 O/S
Linux O/S (Red Hat/SUSE) - Gold
$155.94
AIX O/S - Gold
$295.32
IBM System I - Gold
Managed Services
Item
Cisco ASA - Gold
$1,242.00
Rate
$560.28
Cisco Firepower Services (Per Sensor) - Gold
$313.26
Cisco Firepower Threat Defense - Gold
$614.10
Palo Alto Firewall wo Panorama - Gold
$523.02
Palo Alto Firewall w Panorama - Gold
$523.02
Palo Alto Panorama - Gold
$253.92
Cisco Identity Services Engine (ISE) - Gold
$513.87
Fortinet Firewall wo FortiManager- Gold
$523.02
Fortinet Firewall w FortiManager- Gold
$523.02
Fortinet FortiManager - Gold
$253.92
Fortinet FortiAnalyzer- Gold
$77.28
Cisco Umbrella -Gold (Per User)
Managed Services
Item
VMware ESXi -Gold
$0.84
Virtualization
Rate
$200.10
Nutanix AHV - Gold
$200.10
Microsoft Hyper-V - Gold
$200.10
Managed Services Storage
Item
Controller: IBM Storage Virtualization (priced per controller) - Gold
Rate
$1,035.00
Storage: Disk per 1 TB Raw [For first 100 TB] - Gold
$16.56
Storage: Disk per 1 TB Raw [For TBs over 100 TB] - Gold
$2.21
SAN Switch - Gold
$227.70
Controller: NetApp (Priced per controller) - Gold
$1,035.00
Controller: EMC (Priced per controller) - Gold
$1,035.00
Controller: IBM (Priced per controller) - Gold
Managed Services
Item
Call Control: Cisco Analog Voice Gateway- Gold
$1,035.00
Rate
$18.63
Call Control: Cisco CUCM/IM&P Server - Gold
$517.50
Call Control: Cisco Unity Connection (UCONN) - Gold
$379.50
Call Control: Cisco Voice Gateway - Gold
$69.00
Call Control: Cisco Business Edition 6000 Lifeline - Gold
$772.39
Call Control: Cisco Attendant Console (CUxAC) - Gold
$517.50
Call Control: VistaPoint Attendant Console - Gold
$517.50
Call Control: Cisco Call Manager Express - Gold
$172.50
Call Control: Cisco Unified Border Element (CUBE) - Gold
$172.50
Call Control: Cisco Prime License Manager (ELM/PLM) - Gold
$138.00
Call Control: Cisco Prime Collaboration Deployment - Gold
$138.00
911: Cisco Emergency Responder (CER) - Gold
$379.50
Voice Mail: Cisco Unity Express - Gold
$172.50
Notification: InformaCast from Singlewire - Gold
$379.50
Call Experience Testing - 2CPH - Gold
$472.10
Managed Services Contact Center
Item
Contact Center: Exony Virtual Integration Manager (VIM) - Gold
Rate
$450.00
Contact Center: Unified Contact Center Enterprise Server (UCCE) - Gold
(Includes: CVP Call Server, CVP Reporting Server, CVP VXML Server,
Call Server, Data Server. Administration Server (AW-HDS-DDS), Historical
Data Server (HDS), Client Administrative WorkStation (Client AW), Central
Controller, Dialer, Logger, CUIC, Rogger, and Peripheral Gateway (PG). )
$434.70
Contact Center: Cisco / Calabrio Quality Management (QM) - Gold
$434.70
Contact Center: Cisco / Calabrio Workforce Management (WFM) - Gold
$386.40
Contact Center: Virtualized Voice Browser (VVB) - Gold
$103.50
Contact Center: UCC Express (UCCX) / Finesse - Gold
(Contact Center Express, Cisco Finesse, or IPIVRNRU)
$434.70
Contact Center: Cisco Unified Intelligence Center - Gold
$432.54
Contact Center: SocialMiner - Gold
$434.70
Contact Center: 2Ring Dashboards and Wallboards - Gold
$434.70
Contact Center: Email Interaction Manager (EIM/WIM/CIM) - Gold
$434.70
Contact Center: Enterprise Chat and Email (ECE) - Gold
$434.70
Contact Center: eGain Analytics - Gold
$386.40
Contact Center: ESNA Cloudlink - Gold
$138.00
CVP: CVP Operations Console - Gold
$386.40
CVP: SIP Proxy (CUSP) - Gold
$193.10
CVP: Ingress Gateway - Gold
$103.50
CVP: VXML Gateway - Gold
$103.50
Bucher and Suter (Connector for Salesforce.com) - Gold
Managed Services LIC Video
Item
Cisco WebEx Meetings Server (CWMS) - Gold
$138.00
Rate
$379.50
Cisco WebEx Cloud Connected Audio - Gold
$424.81
Cisco Meeting Place Express - Gold
$379.50
UC Video: Cisco Meeting Server (CMS) - Gold
$207.00
UC Video: Cisco Meeting Manager (CMM) - Gold
$207.00
UC Video: Cisco Telepresence Content Server - Gold
$379.50
UC Video: Expressway-C / Expressway-E - Gold
$207.00
UC Video: Telepresense Management Suite (TMS) - Gold
$517.50
Cisco Webex Hybrid Directory Connector - Gold
$207.00
UC Video: PEXIP Infinity / Infinity Connect Management Node - Gold
$207.00
UC Video: PEXIP Infinity / Infinity Connect Conferencing Node - Gold
$207.00
UC Video: MSE Chassis - Gold
$138.00
UC Video: MCU MSE Blade - Gold
$103.50
UC Video: Gateway (GW) MSE Blade - Gold
$103.50
UC Video: Endpoint Management - Gold
$69.00
UC Video: Telepresense Server Blade - Gold
$103.50
UC Video: Telepresense MCU - Gold
$103.50
Bucher and Suter (Connector for Salesforce.com) - Gold
AdditionalManaged
Item
Managed Services Engineering and Consulting
$138.00
Rate
$240.00
I hese rates are subject to re-evaluation atter the initial contract base term.
Time and materials support - out of scope services
Hourly price is $240
Recurring services are subject to monthly minimum fees and time and materials support is subject to additional
terms
Unscheduled after hours support is 2x hourly rate with a 2 hour minimum requirement
Managed Services Application requires a specific Statement of Work executed between the customer and CDW
Government.
Other Professional Services
Role
Associate Consulting Engineer
Hourly Rate
$175.00
Consulting Engineer
$215.00
Senior Consulting Engineer
$225.00
Technical Lead / Principal Consulting Engineer
$255.00
Enterprise Consulting Architect
$255.00
Business Consulting Analyst
$245.00
Project Administrator
$165.00
Project Manager
$210.00
Senior Project Manager
$215.00
Enterprise Project Manager, PMO Lead
$230.00
Program Manager
$230.00
Technical Architect
$350.00
Incident Responder/Forensic Analyst
$350.00
Exhibit B-1
Omnia Contract No. R250601
(Attached)
Second Amendment and Third Renewal to Fort Worth City Secretary Contract No. 58973 Page 5 of 5
J OMNIA
Technology Solutions, Products and Services
Executive Summary
Lead Agency: Region 4 ESC
RFP Issued: June 18, 2025
Response Due Date: August 7, 2025
Solicitation: 25-06
Pre -Proposal Date: July 9, 2025
Proposals Received: 76
Awarded to: CDW Government LLC, Central Technologies, Inc., Education Analytics, GovConnection
dba Connection Public Sector, HP, Inc., Insight Public Sector, ODP Business Solutions, LLC,
ThunderCat Technology, LLC, World Wide Technology LLC
The Region 4 Education Service Center (ESC) Department of Procurement] issued RFP # 25-06 on June
18, 2025, to establish a national cooperative contract for Technology Solutions, Products and Services.
The solicitation included cooperative purchasing language in Sections Section I. Scope of Work,
National Contract and Attachment A, Exhibit A:
The Region 4 Education Service Center (ESC), as the Principal Procurement Agency, defined in ATTACHMENT
A, has partnered with OMNIA Partners, Public Sector, Inc., a Delaware corporation ("OMNIA Partners') to make
the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from
this solicitation available to other public agencies nationally, including 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'), through OMNIA Partners' cooperative purchasing program. The Region 4 ESC is acting as
the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the
Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating
Public Agency') and by using the Master Agreement, any such Participating Public Agency agrees that it is
registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative
Purchasing Agreement, a form of which is attached hereto on ATTACHMENT A, or as otherwise agreed to.
ATTACHMENT A contains additional information about OMNIA Partners and the cooperative purchasing
program.
Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
• Region 4 ESC website
• OMNIA Partners website
• USA Today, nationwide
• Arizona Business Gazette, AZ
• San Bernardino County Sun, CA
• Honolulu Star -Advertiser, HI
• The Herald -News — Will County
(IL)
• The Advocate — New Orleans,
LA
Version 0801202S
• The New Jersey Herald, NJ
• Albany Times Union, NY
• Daily Journal of Commerce, OR
• The State, SC
• Deseret News, UT
• Richmond Times -Dispatch, VA
• Seattle Daily Journal of
Commerce, WA
• Houston Community
Newspapers, TX
• Helena Independent Record, MT
• Las Vegas Review -Journal
• Kennebec Journal, ME
Socio-economic Outreach: To encourage participation of small businesses, minority owned businesses
and women owned businesses were notified of the Request for Proposal.
On August 7, 2025 proposals were received from the following offerors:
• 22nd Century Technologies, Inc.
• AirTera (NATA Compliance Services, LLC)
• Alchemy Technology Group
• APC Scientific Consultants & Associates LLC
• App Maisters Inc
• Avaya LLC
• Avid Systems LLC
• BenQ America Corp.
• BerryDunn (Berry, Dunn, McNeil & Parker, LLC)
• Bright World Technologies Inc. (Bright World
Technologies Inc)
• Business Management Associates, Inc
• BuzzClan, LLC
• CAFHE LLC
• CDW Government LLC
• Central Technologies Inc
• C1earSpace Design (n/a)
• Climatec, LLC
• CompuNet, Inc.
• Concourse Tech Inc.
• Consultadd Inc
• Core+ World Group, LLC
• Data Meaning Services Group
• Diversified Data Processing and Consulting, Inc
(DivDat)
• DLT SOLUTIONS (DLT SOLUTIONS LLC)
• Docufree Corporation
• Dowley Security Systems, Inc.
• Dream Ranch Office Supplies (Dream Ranch LLC)
• E6 Audiovisual LLC
• Education Analytics
• Encore Data Products, Inc.
• Enterprise Solutions
• FedTec, LLC
• Fortinet Inc.
• FTG International
• GovConnection, Inc. (Connection- Public Sector
Solutions)
• IIP Inc
• Infojini Inc.
• innoSoul, Inc.
• Insight Public Sector, Inc.
• Inspira Enterprise, Inc. (Inspira Cybersecurity and IT
Solutions Inc.)
• Intech Southwest Services, LLC.
• iTl Source LLC
• Kira Learning, Inc.
• Knightscope, Inc
• LanceSoft, Inc.
• LeamingMate Solutions Inc.
• Magic School Inc
• Merlin International
• My Fav Electronics, Inc. DBA Second Life Mac
• Netsync (Netsync Network Solutions)
• ODP Business Solutions, LLC
• OneScreen (NZS Inc.)
• Paratum Solutions (Paratum Solutions, LLC)
• QnA Tech (Quality and Assurance Technology)
• Quantum Creations LLC
• Radix U.S. LLC
• Raise 3D Technologies, Inc
• Ruckus Wireless LLC
Version 0801202S
• rusd solutions (RAJ SOMAS dba/ RUSD SOLUTIONS) •
• Sergeant Laboratories •
• Softdocs SC LLC •
• Southern Computer Warehouse •
• Spacestor Inc •
• SVAM International, Inc. •
• TDS Computers LLC •
• Tessera Technology Group •
• The Commons (The Commons, Inc.) •
The Manhattan Strategy Group LLC
ThunderCat Technology LLC
Unicon, Inc.
United Data Technologies
URBEGO INC
vCloud Tech Inc
Vijay Thirumalai
World Wide Technology, LLC
Wytec International Inc
The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in
the RFP, the committee elected to enter into negotiations with CDW Government LLC, Central
Technologies, Inc., Education Analytics, GovConnection dba Connection Public Sector, HP, Inc., Insight
Public Sector, ODP Business Solutions, LLC, ThunderCat Technology, LLC, World Wide Technology
LLC and proceeding with contract award(s) upon successful completion of negotiations.
Geographic Preferences: No geographic preferences were included in the evaluation of the responses
The Region 4 ESC, OMNIA Partners and the following offerors successfully negotiated a contract:
CDW Government LLC, Central Technologies, Inc., Education Analytics, GovConnection dba
Connection Public Sector, HP, Inc., Insight Public Sector, ODP Business Solutions, LLC, ThunderCat
Technology, LLC, World Wide Technology LLC. The Region 4 ESC executed the agreements, each
with a contract effective date of March 1, 2026.
Diversity Certifications:
• ThunderCat Technology, LLC — DOB, VOB, and SBE
• World Wide Technology, LLC - MOB
Contract includes: The suppliers provided federal funds certifications which are available on the
OMNIA Partners website for review.
Term:
Initial three-year agreement from March 1, 2025 through February 28, 2028 with the option to
renew for two (2) additional one-year periods through February 28, 2031.
Pricing/Discount:
Please refer to each Suppliers' dedicated microsite for contract pricing
Version 0801202S
Docusign Envelope ID: DB7AD2BD-9791-402B-AC92-12C19E80B426
REG04,,
— L0W.A11UN SLRVU CLNTLR —
March 1, 2026
Dario Bertocchi
VP Contracting Operations
CDW Government LLC
230 N. Milwaukee Avenue
Vernon Hills, IL 60061
dariber@cdw.com
Re: Award of Contract # R250601
Dear Dario Bertocchi:
Per official action taken by the Board of Directors of Region 4 Education Service Center
on February 24, 2026, we are pleased to announce that CDW Government LLC has
been awarded a three (3) year contract, contingent upon successful negotiations, if
needed, for the following, based on the online proposal RFP# 25-06 opened on August
7, 2025:
Commodity/Service
Supplier
Technology Solutions, Products, CDW Government LLC
And Services
This contract is effective March 1, 2026, and will expire on February 28, 2029. As
indicated above, your contract number is R250601. This contract may be renewed
annually for an additional two (2) years if mutually agreed upon by Region 4 ESC and
CDW Government LLC.
Your participation in the proposal process is appreciated and we look forward to a
successful partnership. Please feel free to provide copies of this letter to your sales
representative(s) to assist in their daily course of business.
If you have any questions, please contact our Procurement Department at 713-462-
7708 orguestions(aD-esc4.net.
Sincerely,
Signed by:
.� k&kS
184FDFD39CD840F,.,
Enrique Kladis
Procurement Director
Region 4 Education Service Center • 7145 West Tidwell Road • Houston, Texas 77092-2096
Phone: 713.462.7708 • Fax: 713.744.6514 • esc4.net
Rodney Watson, PhD, Executive Director
Region 4 Education Service Center
Contract # R250601
for
Technology Solutions, Products and Services
with
CDW Government LLC
Effective: March 1, 2026
The following documents comprise the executed contract effective:
March 1, 2026
I. Vendor Contract and Signature Form
II. Supplier's Response to the RFP, incorporated by reference
III. Original RFP
APPENDIX A
CONTRACT
This Contract ("Contract') is made as of February 24, 2026 by and between CDW Government
LLC ("Contractor) and Region 4 Education Service Center ("Region 4 ESC') for the purchase
of Technology Solutions, Products and Services("the products and services').
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number 25-06 for ("UP"), 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. (Refer to Deviation Form) 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. (REFER TO DEVIATION FORM) 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.
34) Cloud Services.
a) Region 4 ESC acknowledges it is receiving the Cloud Services directly from the Cloud
Service Provider pursuant to the Cloud Service Provider's standard terms and conditions, or
such other terms as agreed upon by Region 4 ESC and the Cloud Service Provider ("Cloud
Services Terms and Conditions"). Accordingly, Region 4 ESC considers the Cloud Service
Provider to be the contracting party and the Cloud Service Provider shall be the party
responsible for providing the Cloud Services and Region 4 ESC will look solely to the Cloud
Service Provider for any loss claims or damages arising from or related to the provision of such
Cloud Services.
b) On occasion, Contractor may be required by the Cloud Service Provider to execute a
separate agreement (each a "Cloud Service Order") with Region 4 ESC, which will be provided
to Region 4 ESC in advance of purchase.
c) Region 4 ESC shall be solely responsible for reconstructing data (including but not limited
to data located on disk files and memories) and software that may be lost damaged or
corrupted during the performance of Cloud Services.
d) CONTRACTOR IS HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED
FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE, OR CORRUPTION OF
DATA AND SOFTWARE AND REGION 4 ESC ASSUMES ALL RISK OF LOSS, DAMAGE,
OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING
FROM THE CLOUD SERVICES.
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
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.
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.
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.
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
https://region4esc.ionwave.net 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.
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.
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)'s
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
' 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's 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 Refer to Deviation Form for Additional Bullet
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 (41CFR 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 41S 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 AND 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
.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
PROCUREMENT SOLICITATIONS PAGE 21 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.
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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.
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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
PROCUREMENT SOLICITATIONS PAGE 21 OF 24
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.
STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 22 OF 24
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, or a 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 NOGAfrom
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, 81-82, 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
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: CDW Government LLC
Subject of the Agreement:
Second Amendment and Third Renewal to CSC 58973 for CDW Government LLC
M&C Approved by the Council? * Yes ❑ No M
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 0 No ❑ 58973-A2R3
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: June 1, 2026
If different from the approval date.
Expiration Date: February 28, 2027
If applicable.
Is a 1295 Form required? * Yes ❑ No 21
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.