Terms_bid_products_and

GENERAL TERMS AND CONDITIONS

Contract: If selected to provide the Products and Services 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.

Inspection And Out-Of-Box Failures: The Board reserves the right to inspect all Products upon delivery 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 the nonconforming 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 Section shall be one (1) year from the date the repaired or replaced Product is received by the Board.

Standards of Performance: Bidder shall devote, and shall cause all of its staff and subcontractors, if any, to devote, such of their time, attention, best skill and judgment, knowledge and professional ability as is necessary to perform all Services effectively, efficiently and consistent with the best interests of the Board and to the satisfaction of the Chief ____________Officer. Bidder shall retain and utilize sufficient staff to assure the most effective and efficient performance of Services and shall utilize, as required by law or by the Contract, professionals licensed to practice in the State of Illinois in the applicable profession. Bidder shall use efficient business administration methods and perform the Services in the best way and in the most expeditious and economical manner consistent with the best interests of the Board, so as to assure, among other things, that the Services are performed at a reasonable cost to the Board and that Services performed by other entities or persons in connection with the Contract are efficiently and cost-effectively delivered. Bidder acknowledges and accepts a relationship of trust and confidence with the Board and agrees to cooperate with the Board, and all other persons or entities which may be retained by the Board, in performing Services to further the best interests of the Board.

Audit and Document Retention: Bidder shall furnish the Board with such information as may be requested relative to the progress, execution and costs of the Services. Bidder shall maintain all records, correspondence, receipts, vouchers, memoranda and other data relating to Bidder’s Services under the Contract. All records referenced above shall be retained for five (5) years after completion of Services and shall be subject to inspection and audit by the Board. Bidder shall include in all subcontractor agreements for Services, provisions requiring subcontractors to maintain the above-described records and allowing the Board the same right to inspect and audit said records as set forth herein.

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 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 receipt of shipment. 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 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, acceptance, payment and expiration or termination of this Contract.

Events of Default. Events of default (“Events of Default”) include, but are not limited to, the following:

Any material misrepresentation by Bidder in the inducement of the Contract or the performance of Services.

Breach of any agreement, representation or warranty made by Bidder in the Contract.

Failure of Bidder to make delivery of the Products or to perform the Services required hereunder in accordance with the terms and conditions of the Contract, including, but not limited to, the following:

Action or failure to act which affects the safety and/or welfare of students or Board staff;

Failure to perform in accordance with terms, conditions and specifications of the Contract;

Failure to provide any Products or any portion of the Services herein at the time fixed for performance and in the manner specified herein;

Failure to perform the Services with sufficient personnel and equipment or with sufficient material to ensure the performance of the Services due to a reason or circumstances within Bidder’s reasonable control;

Failure to deliver the Products or to perform the Services in a manner satisfactory to the Board, or inability to deliver the Products or to perform the Services satisfactorily as a result of insolvency, filing for bankruptcy or assignment for the benefit of creditors;

Failure to promptly re-deliver Products or re-perform Services, either of which were determined by the Board to be incomplete or unsatisfactory, within a reasonable time;

Discontinuance of the delivery of the Products or performance of the Services for reasons not beyond Bidder’s reasonable control; or

Failure to comply with any term of the Contract, including but not limited to, the provisions concerning insurance and nondiscrimination, and any other acts specifically and expressly stated in the Contract constituting an even of default.

Default by Bidder under any other agreement Bidder may have with the Board.

Assignment by Bidder for the benefit of creditors or consent by Bidder to the appointment of a trustee or receiver or the filing by or against Bidder of any petition or proceeding under any bankruptcy, insolvency or similar law.

Remedies. The occurrence of any Event of Default which Bidder fails to cure within fifteen (15) calendar days after receipt of notice given in accordance with the terms of the Contract and specifying the Event of Default which, if such Event of Default cannot be reasonably cured within fifteen (15) calendar days after notice, Bidder fails to commence and continue diligent efforts to cure in the sole opinion of the Board, may permit the Board to declare Bidder in default. Whether to declare Bidder in default is within the sole discretion of the Chief Purchasing Officer. Written notification of an intention of the Chief Purchasing Officer to terminate the Contract, in whole or in part, shall be provided and shall be final and effective upon Bidder’s receipt of such notice. Upon the giving of such notice as provided in the Contract, the Board may invoke any or all of the following remedies:

The right to take over and complete the Services or any part thereof, by contract or otherwise as agent for and at the cost of Bidder either directly or through others. The Bidder shall be liable to the Board for any excess costs incurred by the Board. Any amount due Bidder under the Contract or any other agreement Bidder may have with the Board may be offset against amounts claimed due by the Board.

The right to terminate the Contract, in whole or in part, as to any or all of the Services yet to be performed effective at a time specified by the Board.

The right to suspend delivery of Products and Services during the fifteen (15) day cure period if the default results from Bidder's action or failure to act which affects the safety and/or welfare of students or Board staff.

The right to specific performance, an injunction or any other appropriate equitable remedy.

The right to receive from Bidder any and all damages incurred as a result or in consequence of an Event of Default.

The right to money damages.

The right to withhold all or part of Bidder’s compensation under the Contract.

The right to deem Bidder non-responsible in future contracts to be awarded by the Board.

Confidential Information, Dissemination of Information, Ownership, Survival:

Confidential Information. In performance of Services to the Board, Bidder may have access to or receive certain information that is not generally known to others (“Confidential Information”). Bidder agrees not to use or disclose any Confidential Information or any records, reports, or documents prepared or generated as a result of this Contract without the prior written consent of the Board or its designee.

Dissemination of Information. Bidder agrees not to use or disclose any Confidential Information or any records, reports or documents prepared or generated as a result of this Contract (“Work Product”) without the prior written consent of the Board. Bidder shall not issue publicity news releases or grant press interviews, except as may be required by law, during or after the performance of the Services, nor shall Bidder disseminate any information regarding Services without the prior written consent of the Board. In the event that Bidder is presented with a request for documents by any administrative agency or with a subpoena duces tucem regarding any records, data, or Work Product which may be in Bidder’s possession as a result of Services under this Contract, Bidder shall immediately give notice to the Board and its General Counsel with the understanding that the Board shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party. Bidder will not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. Bidder agrees to cause its personnel, staff and/or subcontractors, if any, to undertake the same obligations of confidentiality agreed to by Respondent under this Contract.

Ownership. All intellectual property, Work Product, and any and all other records, reports, documents, and materials prepared or generated as a result of this Contract, shall at all times be and remain the property of the Board. All of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of this Contract. In the event any of the above items are lost or damaged while in Bidder’s possession, such items shall be restored or replaced at Bidder’s expense.

Survival. The provisions of this paragraph shall survive the termination or expiration of this Contract.

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.

Licensed Professionals. Services required by law or by this Contract to be performed by professionals shall be performed by professionals licensed to practice by the State of Illinois in the applicable professional discipline.

Financially Solvent. Bidder warrants that it is financially solvent, is able to pay all debts as they mature and is possessed of sufficient working capital to complete all Services and perform all obligations under this Contract.

Technical Accuracy. Bidder warrants that all Services will be technically accurate and correct.

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.

Right of Entry: Bidder, and any of its officers, employees, or agents, performing Services shall be permitted to enter upon the site in connection with the performance of its Services hereunder, subject to the terms and conditions contained herein and those rules established by the Board. The Bidder shall provide advance notice to the Board whenever applicable, of any such intended entry. Consent to enter upon a site given by the Board shall not create, nor be deemed to imply, the creation of any additional responsibilities on the part of the Board. The Bidder shall use, and shall cause each of its officers, employees and agent to use, the highest degree of care when entering upon any property owned by the Board in connection with the Services. In the case of any property owned by the Board, or property owned by and leased from the Board, the Bidder shall comply and shall cause each of its officers, employees and agents, to comply with any and all instructions and requirements for the use of such property, any licenses for which being hereby incorporated by reference. Any and all claims, suits or judgments, costs, or expenses, including attorneys; reasonable fees, arising from, by reason of, or in connection with any such entries shall be treated in accordance with the applicable terms and conditions of this Bid including without limitation the indemnification provisions contained in this section.

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 employers 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.

The Bidder shall require any subcontractors under this Agreement to maintain comparable insurancewhich shall name the Bidder, the Board inclusive of its members, employees and agents, and any other entity designated by the Board as Additional Insureds. The Bidder will maintain a file of subcontractor’s insurance certificates evidencing compliance with these requirements.