A response to a Smith County ESD2 solicitation and/or Contractor’s fulfillment of the Purchase order constitutes the Contractor’s acceptance of the PO and its terms and conditions. The contract shall be governed, construed, and interpreted under the laws of the State of Texas. Any legal actions must be filed in Smith County, Texas.
New and Unused:
Unless otherwise specified, items ordered shall be new and unused and of current production. Items shall be free from all material defects and shall conform to the requirements of their intended purpose.
Substitutions:
No substitutions or cancellations are permitted without the written approval of Smith County ESD2.
Freight:
Quote FOB destination, freight prepaid, and allowed unless otherwise stated within the purchase order.
Title & Risk of Loss
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery.
Delivery:
Show the number of days required to place material in receiving agency’s designated location under normal conditions. Delivery days mean calendar days unless otherwise specified. Failure to state delivery time obligates Contractor to deliver in 14 calendar days. Unrealistic delivery promises may cause solicitation to be disregarded.
If a delay is foreseen, the Contractor shall give written notice to the Smith County ESD2. The contractor must keep Smith County ESD2 advised at all times of the status of the order.
Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Smith County ESD2 to purchase supplies elsewhere and charge a full increase, if any, in cost and handling to defaulting Contractor.
Substitutions: No substitutions are permitted without the written approval of Smith County ESD2.
Delivery shall be made during normal working hours only unless prior approval has been obtained from the ordering agency. Normal working hours are 8:00 AM until 5:00 PM Monday through Friday except for State and National holidays.
Testing and Inspection:
Smith County ESD2 may test and inspect goods and services purchased under the Contract to ensure compliance with the specifications of this solicitation and the Contract. Smith County ESD2 may also test and inspect goods and services before they are purchased under the Contract. Authorized Smith County ESD2 personnel shall have access to the Contractor’s place of business for the purpose of inspecting the goods. To the extent practical, Smith County ESD2 inspections will not disrupt the Contractor’s daily operations. Tests shall be performed on samples submitted with the Bid/Proposal or on samples taken from regular shipments. All costs of testing and inspection shall be borne by the Contractor. In the event the goods tested fail to meet or exceed all conditions and requirements of the solicitation and Contract, the goods will be rejected in whole or in part, at the District’s option, and returned to the Contractor or held for disposition at the Contractor’s expense. Latent defects may result in the cancellation of the Contract at no expense to the District.
If the material fails to meet specifications, the Contractor will be notified by fax/mail or e-mail. The Contractor will have ten (10) working days after receipt of the notification to remove the rejected material from state property. The material will be removed at the Contractor’s expense. Material not removed in the allotted time period will be disposed of by Smith County ESD2. The Contractor will be charged for all disposal expenses conducted by Smith County ESD2.
Invoicing:
Contractors must submit an invoice to the location listed in the AGENCY TO INVOICE box of the Purchase Order. The invoice must include the following information:
the Contractor name as shown on the purchase order and correct “Remit to:” address:
a valid Texas Identification Number (T.I.N.) issued by the Comptroller of Public Accounts;
the purchase order number and requisition number, if applicable;
a description of each item for the goods or services listed on the purchase order in sufficient detail to identify the order that relates to the invoice. Item numbers shown must correspond with the item numbers on the purchase order.
quantity delivered, unit and total price of each item must be shown and all prices extended on the invoice. All extensions on the invoice must be totaled and a grand total shown;
discounts, if applicable, must be stated, extended, and deducted to arrive at a Net Total for the invoice;
shipment date of merchandise;
other relevant information supporting and explaining the payment requested or identifying a successor organization to an original Contractor, if necessary.
Payment:
Payment normally will be made to the Contractor within 30 days after receipt of a properly prepared invoice or the receipt and acceptance of goods ordered or services rendered, whichever is later. Government agencies are required by state law to pay properly submitted invoices within 30 days or the Contractor will receive a late payment fee established by law.
Partial payments are an exception but may be made with prior written approval.
If a purchase order extends beyond an ESD2 budget year, payments for consumable merchandise delivered or services completed after the end of the budget are contingent upon the continued availability of appropriations to make such payments.
Taxes:
Smith County ESD2 is exempt from the State Sales tax and Federal Excise tax. Do not include tax in your invoice. Excise Tax Exemption Certifications are available upon request
General Terms:
Succession: These Standard Terms and Conditions do not supersede any terms and conditions that accompany an IFB or a request for quotes unless stated or any Texas Statewide Procurement Division terms and conditions that may apply.
Packaging and Labeling: All items shipped must be properly labeled showing the brand name, package quantity, lot number (if applicable), and any other necessary identifying information used by the Contractor.
Packing & Packaging: Use of the minimum amount of packing and packaging material consistent with assuring no damage to the product in transit. The use of recyclable and recycled material content packing and packaging material is preferred. For quantities requiring palletized shipping, Smith County ESD2 prefers pallets to be constructed of 100% post-consumer plastic lumber or corrugated board with a minimum of 40% post-consumer content.
Material Safety Data Sheets:
The contractor must provide, at no cost, at least one copy of any applicable Manufacturer’s Material Safety Data Sheet(s) (MSDS) with each shipment during the term of the purchase order. If OSHA or Federal or State laws have additional requirements, those requirements must be met in addition to the MSDS requirement.
OSHA:
All items must meet all applicable OSHA standards and regulations and all electrical items must bear the appropriate listing from UL, FMRC or NEMA.
Cancellation of Purchase Orders:
Purchase orders are canceled in writing. Orders may be canceled without the consent of the Contractor for failure to meet contractual obligations. If cancellation is requested by Smith County ESD2 for some other reason, through no fault of the Contractor, the Contractor’s permission to cancel is required except for funding and budgeting reasons.
Advertisement: Contractors are prohibited from using award information, sales, and/or values/volumes, in sales brochures or other promotions, including press releases, unless prior written approval is obtained from Smith County ESD2.
Indemnification Clause:
The Contractor shall defend, indemnify, and hold harmless Smith County Emergency Services District 2, all of its officers, agents, and employees from and against all claims, actions, suits, demands, proceedings, costs, damages, and liabilities, arising out of, connected with, or resulting from any acts or omissions of Contractor or any agent, employee, subcontractor, or supplier of Contractor in the execution or performance of this contract.
Damage to Government Property:
The contractor shall be liable for all damage to government-owned, leased, or occupied property and equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the contract. The contractor shall notify Smith County ESD2 in writing of any such damage within one (1) calendar day. The contractor is responsible for the removal of all debris resulting from work performed under the contract.
Dispute Resolution.
The dispute resolution process provided for in Chapter 2260 of the Texas Government Code will be used by Smith County ESD2 and the Contractor to attempt to resolve all disputes arising under this contract.
18. Right to Audit:
The contractor understands that acceptance of funds under this contract acts as acceptance of the authority of Smith County ESD2 or any successor agency, to conduct an audit or investigation in connection with those funds. The contractor further agrees to cooperate fully with the above parties in the conduct of the audit or investigation, including providing access to any information the state auditor considers relevant to the investigation or audit. The contractor shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards.
Records Retention:
The contractor shall maintain and retain all records relating to the performance of the contract including supporting fiscal documents adequate to ensure that claims for contract funds are in accordance with applicable Smith County ESD2 requirements. These records will be maintained and retained by the Contractor for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later.
Conflict of Interest:
The contractor represents and warrants that the provision of goods and services under the contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.
Vendor Performance:
Contractor performance may be used as a factor in future awards.
Force Majeure:
Neither Contractor nor Smith County ESD2 shall be liable to the other for any delaying, or failure of performance, of any requirement in the contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed, provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, fires, explosions, hurricanes, floods, epidemics or pandemics, a national or regional emergencies, failures of transportation, or other causes that are beyond the reasonable control of either party and that by the exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. The burden of proof for the need for such relief shall rest upon the Contractor. To obtain release based on force majeure, the Contractor shall file a written request with Smith County ESD2 reasonably promptly from the time the force majeure event occurs.
Assignment of Purchase Order or Contract:
The contractor shall not assign its rights under the contract or delegate the performance of its duties under the contract without prior written approval from the Smith County ESD2. Any attempted assignment in violation of this Section is void and without effect.
Funding:
The contract is subject to termination or cancellation, without penalty to Smith County ESD2, either in whole or in part, subject to the availability of district funds. Smith County ESD2 is a local government agency whose authority and appropriations are subject to the actions of its board. If Smith County ESD2 becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render Smith County ESD2’s or Contractor’s delivery or performance under the contract impossible or unnecessary, the contract will be terminated or canceled, and be deemed null and void. In the event of a termination or cancellation under this Section, Smith County ESD2 will not be liable to the Contractor for any damages, which are caused or associated with such termination, or cancellation and Smith County ESD2 will not be required to give prior notice.
Public Disclosure / News Releases:
No public disclosures or news releases pertaining to this solicitation shall be made without the prior written approval of Smith County ESD2.
Drug-Free Workplace:
The contractor represents and warrants that it shall comply with the applicable provisions of the Drug-Free workplace Act of 1988 (41 U.S.C. 701 et seq) and maintain a drug-free work environment.
Equal Employment Opportunity:
The contractor represents and warrants that it will comply with all applicable duly enacted state and federal laws governing equal employment opportunities.
Human Trafficking Prohibition:
Under Section 2155.0061 of the Texas Government Code, the Contractor certifies that the individual or business entity named in this Response or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.
Immigration:
The contractor represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act and all subsequent immigration laws and amendments.
Buy Texas:
In accordance with §2155.4441, Gov’t Code, the Contractor agrees that during the performance of a contract for services it shall purchase products and materials produced in Texas when they are available at a price and time compared to products and materials produced outside Texas.
Prevailing Order:
In the case of conflicts between the contract documents, the following shall control in this order of priority:
Signed Contract/Purchase Order (or Notice of Award)
Attachments to the Contract/Purchase Order (or Notice of Award)
Contractor’s Response to the Solicitation and Contractor’s Best and Final Offer, if applicable
Accessibility Standards:
Under Texas Government Code, Chapter 2054, Subchapter M, Smith County ESD2 must procure products that comply with the Accessibility Standards defined in the Texas Administrative Code, 1 TAC 206 and 1 TAC 213, when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. Accordingly, the Contractor must provide electronic and information resources and associated product documentation and technical support that complies with these Accessibility Standards (in the form of a Voluntary Product Accessibility Template, or “VPAT”) in its response to this RFO. Contractors who do not already have accessibility documentation should complete the form located here: http://www.itic.org/policy/accessibility/. Contractors that claim their products are exempt from accessibility requirements must present that position to Smith County ESD2 as a question during the question and answer period of the solicitation.
Certification Regarding Debarment, Suspension, Ineligibility, And Voluntary Exclusion:
The contractor certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity and the Contractor is in compliance with the State of Texas statutes and rules relating to procurement and that Contractor is not listed on the federal government’s terrorism watch list as described in Executive Order 13224.
E-Verify Program:
The contractor certifies that utilizes and will continue to utilize the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:
All persons employed to perform duties within Texas during the term of the contract; and
all persons, including subcontractors, assigned by the purchase order Contractor to perform work pursuant to the contract within the United States of America.