GENERAL TERMS AND CONDITIONS

Contract: If selected to provide the Products herein, the Bidder shall adhere to the terms and conditions contained in this bid solicitation. The term “Contract” hereinafter refers to this bid solicitation, the Bidder’s response to this bid solicitation, and acceptance of the Board of such bid.

Term of Contract: The term of the Contract shall commence on the date of award of contract as stated on the Bid Execution Page and end ____ months thereafter, with the Board having the option to extend the Contract for ____ additional ___ year periods, or any shorter period of time as determined by the Board.

Quantity: The Board assumes no obligation hereunder to purchase any quantity of Products other than those identified on a purchase order issued by the Board. Forecast quantities are included on the Bid Tabulation Pages for bidding purposes only. Any forecast of quantities represents the Board’s best estimate of requirements for planning purposes only and shall not be construed as an obligation to buy any quantity of Products.

Price: The prices indicated on the Bid Tabulation Pages shall be firm for the duration of this Contract and any renewals thereof.

Taxes Included: Federal excise tax does not apply to the Board by virtue of Exemption Certificate No. 36-600584 and State of Illinois Sales Tax does not apply by virtue of Exemption No. E9997-7109. The amounts to be paid to Bidder hereunder are inclusive of all other taxes that may be levied or based upon this Contract, including without limitation sales, use, nonresident, value-added, excise, and similar taxes levied or imposed upon the Products to be provided under this Contract, but excluding taxes levied or imposed upon the income or business privileges of Bidder. Bidder shall be responsible for any taxes levied or imposed upon the income or business privileges of Bidder.

Packaging And Shipment; Risk of Loss: Bidder shall package and ship all Products in a commercially reasonable manner. All shipments shall be F.O.B. destination (as indicated on the Board’s purchase order or some other notification) with freight prepaid. Bidder shall purchase insurance to cover the shipping period. It is understood and agreed that the Board will have no liability for any shipping or insurance charges not included in the prices quoted on the Bid Tabulation Pages. The Board may adjust the purchase order or shipping destination any time up to five (5) business days prior to shipment. Bidder shall invoice the Board, and the Board shall pay, Bidder’s actual shipping charges upon presentation of evidence that Bidder paid such charges. The risk of loss and damage to Products ordered by the Board shall pass to the Board only after delivery to the destination designated by the Board. Time is of the essence to the delivery of all Products ordered hereunder. The provisions of this Section shall survive the expiration or termination of the Contract.

Installation, Inspection and Out-of-Box-Failures: Bidder will install the Products at the Board facility identified on the purchase order issued by the Board. Upon installation, the Board reserves the right to inspect all Products and to perform any test the Board deems necessary to adequately demonstrate that the Products meet all of the Specifications, as more particularly described in Section IV herein. Products which do not conform to the Specifications or that are otherwise damaged may, at the Board’s option, be returned to Bidder (at Bidder’s expense) for replacement, or the Board may cancel that portion of the purchase order relating to non-conforming Products at no charge to the Board. For any such returned defective Product, the Board shall either debit Bidder the cost of said Product plus freight, or request a refund for said amounts. The warranty period for any Product repaired or replaced pursuant to this paragraph shall be one (1) year from the date the repaired or replaced Product is received by the Board.

Compensation And Payment: The value of this Contract shall not surpass the not-to-exceed amount specified by the Board on the Bid Execution Page. The value during any renewal term shall be established by the Board. Unless the Board has requested that Products ordered before the effective termination or expiration date, be delivered after the effective date of termination, the Board shall not have any liability for any Products delivered after the effective expiration/termination date. Bidder shall submit invoices referencing this Contract with such supporting documentation as may be requested by the Board, including but not limited to, proof of delivery. The Board shall process payments in its normal course of business.

Non-Appropriation: Expenditures not appropriated in the current fiscal year budget are deemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal year budgets. In the event sufficient funds are not appropriated in a subsequent fiscal year by the Board for performance under this Contract, the Board shall notify Bidder and this Contract shall terminate on the last day of the fiscal period for which funds were appropriated. In no event shall the Board be liable to the Bidder for any amount in excess of the current appropriated amount.

Warranty: Bidder hereby warrants that all Products furnished hereunder and all installation thereof shall conform to the Specifications, shall be of merchantable quality and in good working order, and shall be free from defects in material, workmanship and design for a period of one year from date of installation. The Board shall have the option to require Bidder to repair or replace defective Products without charge or expense, or to reject any defective Products and obtain a full refund or credit for any payment therefor. Repaired Products, excluding Out-of-Box Failures that are covered in paragraph 7 above, shall be warranted for a minimum period of six (6) months from completion of repairs or the remainder of the Product’s original warranty, whichever is longer. Bidder shall be responsible for transportation charges for all warranty shipments. This warranty shall survive inspection, installation, acceptance, payment and expiration or termination of this Contract.

Events of Default: Events of default include, but are not limited to, any of the following: (i) Any material misrepresentation by Bidder in the inducement of this Contract or the performance under this Contract; (ii) Breach of any agreement, representation or warranty made by Bidder in this Contract; or (iii) Failure of Bidder to make delivery of the Products or to perform in accordance with or comply with the terms and conditions of this Contract.

Remedies: In the event Bidder defaults under this Contract and such default is not cured within fifteen (15) calendar days after written notice is given by the Board, the following actions may be taken by the Board in addition to those remedies stated elsewhere in this Contract: (i) This Contract may be terminated immediately; (ii) The Board may procure, upon the terms and in the manner as the purchasing agent may deem appropriate, products similar to those contemplated in this Contract, and Bidder shall be liable to the Board for any excess costs for such similar products, and (iii) The Board may deem Bidder non-responsible for future contract awards. The remedies stated herein are not intended to be exclusive and the Board may pursue any and all other remedies available at law or equity.

Assignment: This Contract shall be binding on the parties and their respective successors and assigns, provided however, that Bidder may not assign this Contract or any obligations imposed hereunder without the prior written consent of the Board.

Representations And Warranties Of Bidder: Bidder represents and warrants that the following shall be true and correct as of the effective date of this Contract and shall continue to be true and correct during the Term of this Contract:

Warranty of Title: Bidder warrants title to the Products and that the Products are free and clear from all liens, contracts, chattel mortgages or other encumbrances; that the Bidder has the lawful right to dispose of and sell the Products and that the Bidder shall warrant and defend its title against all claims.

Compliance with Laws: Bidder is and shall remain in compliance with all local, state and federal laws, City of Chicago ordinances, and regulations relating to this Contract. Further, Bidder is and shall remain in compliance with all Board policies and rules.

Authorization: Bidder represents that it has taken all action necessary for the approval and execution of this bid, and execution by the person signing on behalf of Bidder is duly authorized by Bidder and has been made with complete and full authority to commit Bidder to all terms and conditions of this Contract which shall constitute valid, binding obligations of Bidder.

Gratuities: No payment, gratuity or offer of employment was made by or to Bidder in relation to this Contract or as an inducement for award of this Contract.

Contractor’s Disclosure Form: The disclosures in the Contractor’s Disclosure Form submitted by Bidder are true and correct. Bidder shall promptly notify the Board in writing of any material change in information set forth therein, including but not limited, to change in ownership or control, and any such change shall be subject to Board approval which shall not be unreasonably withheld.

Indentification: Bidder agrees to indemnify and hold harmless the Board, its members, employees, agents, officers and officials, from and against any and all liabilities, taxes, tax penalties, interest, losses, penalties, damages and expenses of every kind, nature and character, including costs and attorney fees, arising out of, or relating to, any and all claims, liens, damages, obligations, actions, suits, judgments, settlements, or causes of action of every kind, nature and character, in connection with or arising out of the acts or omissions of Bidder or its employees or its subcontractors under this Contract. The indemnities set forth herein shall survive the expiration or termination of this Contract.

Notices: All notices required under this Contract shall be in writing and sent to (1) Bidder at the address and to the person set forth on the Bid Execution Page, or to such other address or person as may be designated by the Bidder in writing, and (2) to the Board at the address set forth on page 3 of this Bid Solicitation to the attention of the Chief Purchasing Officer. All notices shall be deemed received when (i) delivered personally; (ii) sent by confirmed telex or facsimile (followed by the actual document); or (iii) one (1) day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt.

Uniform Commercial Code: In the absence of a governing provision under this Contract or should any provision of this Contract be construed by the court as vague, the corresponding provision of the Uniform Commercial Code, Article 2 shall apply.

Entire Agreement And Amendment: This Contract, including all attachments and referenced documents, constitutes the entire agreement of the Board and Bidder with respect to the matters contained herein. All attachments are incorporated into and made a part of this Contract. No modification of or amendment to this Contract shall be effective unless such modification or amendment is in writing and signed by the Board and Bidder. Any prior agreements or representations, either written or oral, relating to the subject matter of this Contract are of no force or effect.

Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State of Illinois without regard to any conflict of law or choice of law principles.

Conflict Of Interest: This Contract is not legally binding on the Board if entered into in violation of the provisions of 105 ILCS 5/34-21.3, which restricts the employment of, or the letting of contracts to, former Board members within a one year period following expiration or other termination of their office.

Indebtedness: The Bidder agrees to comply with the Board’s Indebtedness Policy (95-0726-EX3) as may be amended from time to time, which is hereby incorporated by reference into and made a part of this Contract as fully set forth herein.

Ethics: No officer, agent or employee of the Board is or shall be employed by the Bidder or has or shall have a financial interest, directly, or indirectly, in this Contract or the compensation to be paid hereunder except as may be permitted in writing by the Board’s Ethics Policy (95-0927-RU3) as may be amended from time to time, which is hereby incorporated by reference into and made a part of this Contract as if fully set forth herein.

Inspector General: Each party to this Contract hereby acknowledges that in accordance with 105 ILCS 5/34-13.1, the Inspector General of the Chicago Board of Education has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations.

Waiver: No delay or omission by the Board to exercise any right hereunder shall be construed as a waiver of any such right and the Board reserves the right to exercise any such right from time to time and as often as may be deemed expedient.

Severability: In the event that any one or more of the provisions contained herein will for any reason be held to be unenforceable or illegal, such provision will be severed; and the entire Contract will not fail, but the balance of the Contract will continue in full force and effect. In such event, the parties agree to negotiate in good faith a substitute enforceable and legal provision that most nearly effects the intent of the parties in entering into this Contract.

Non-Liability of Board Officials: Bidder agrees that no Board member, employee, agent, officer or official shall be personally charged by Bidder, its members if a joint venture, or any subcontractors with any liability or expense under the Contract or be held personally liable under the Contract to Bidder, its members if a joint venture, or any subcontractors.

Insurance: Bidder, at its own expense, shall procure and maintain insurance covering all operations under the Contract, whether performed by Selected Bidder or by subcontractors. All insurers shall be licensed by the State of Illinois and rated A-VII or better by A.M. Best or comparable rating service or be an authorized Risk Retention Group acceptable to the Board. At any time following contract award, Selected Bidder shall submit to the Board satisfactory of insurance coverage upon request. Minimum insurance requirements are:

Workers' Compensation and Employers' Liability Insurance affording compensation benefits for all employees required by law and employer’s liability insurance with limits of Five Hundred Thousand and 00/100 dollars ($500,000) for accident and disease.

Commercial General Liability Insurance with a combined single limit of One Million and 00/100 dollars ($1,000,000) per occurrence and Two Million and 00/100 dollars ($2,000,000) in the aggregate for personal injury and property damage liability inclusive of independent contractors, contractual liability for this insured contract and products/completed operations coverage maintained for not less than two [2] years following termination of this agreement or completion of the services.

Commercial Automobile Liability Insurance with a combined single limit of One Million and 00/100 dollars ($1,000,000) per accident for bodily injury (including wrongful death) and property damage liability arising from owned, non-owned and hired automobiles is required when any motor vehicle is used in connection with Services to be performed under this Agreement.

Additional Insureds. The Bidder shall have its general and automobile liability insurance endorsed to provide that the Board of Education of the City of Chicago, a body politic and corporate, and its members, employees and agents, and any other entity as may be designated by the Board are listed as "ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS - on a primary basis, without recourse or right of contribution.

Insurance Certificate. The Bidder shall require its insurer(s) to submit insurance certificate(s) evidencing coverage maintained by the Bidder indicating that the Board, and its members, employees and agents, the Public Building Commission of Chicago and its commissioners, officers, employees and agents and such other parties as may be designated by the Board are additional insureds on the general and automobile liability insurance and must evidence sixty (60) days prior written notice of material change, cancellation, or non-renewal be given to:

Sean P. Murphy, Chief Purchasing Officer
Board of Education of the City of Chicago
125 South Clark Street 10th Floor
Chicago IL 60603
Attention: _____________________________________________

Bidder's failure to carry or document required insurance shall constitute a breach of this Agreement and any failure by the Board to demand or receive proof of insurance coverage shall not constitute a waiver of Bidder's obligation to obtain the required insurance. The Board will not pay the Bidder for any work if satisfactory proof of insurance is not provided before the commencement of services. The Board reserves the right to obtain copies of insurance policies and insurance records by written request at any time from the Bidder or its subcontractors and to modify, delete, alter or change insurance requirements at any time.