3-IFB Sec3. Special Conditions.pdf

Madison County Transit Fuel – Biodiesel and Unleaded No. 26-1-24700

SECTION 3. SPECIAL CONDITIONS

3.1 Financial Assistance

This contract may be partially funded by the Illinois Department of Transportation (IDOT) and/or the Federal Transit Administration (FTA) and is therefore subject to applicable state and federal laws, executive orders, regulations, and requirements. The Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any Owner requests that would cause the Owner to be in violation of the terms and conditions of the grant agreements it has with FTA and IDOT for goods or services.

3.2 Compensation and Payment Terms

Compensation - Contractor shall be compensated for actual services rendered and products delivered in accordance with this contract, or any subsequent written contract modifications.

Invoicing - Invoices shall be dated and submitted to the Owner following completion of delivered products and services, but no later than the 10th of the following month, in accordance with this contract. Invoices should be e-mailed to accountspayable@mct.org or mailed to:

Madison County Transit District Attn: Accounts Payable 1 Transit Way Pontoon Beach, IL 62040

Payment - Payment of the above compensation shall be made within 45 days of Contractor’s invoice for products and services authorized, accepted, and approved by the Owner.

3.3 Resolution of Contract Inconsistencies

All inconsistencies and ambiguities among the documents which constitute this Contract shall be resolved by giving effect to the relevant position in the document which first appears in the following list: (1) Solicitation, Offer and Award Form; (2) Federal Provisions; (3) State of Illinois Provisions; (4) Special Conditions; (5) Scope of Work; (6) Introduction and Bid Summary; (7) General Terms and Conditions; (8) Bid Submittal Documents.

3.4 Breaches and Dispute Resolution

Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Owner's chief executive officer. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the chief executive officer. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of his/her position. The decision of the chief executive officer shall be binding upon the Contractor and the Contractor shall abide by the decision, subject only to dispute resolution as provided herein.

Performance During Dispute - Unless otherwise directed by the Owner, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents, or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to this contract or its breach will be decided by arbitration administered by the United States Arbitration and Mediation (USA&M) unless the parties agree to a different arbitration tribunal or to conduct the arbitration without the use of an arbitration tribunal. In the event that any suit is brought in connection with this contract, including a suit to compel arbitration or to enforce any arbitration decision, it shall be brought in the Circuit Court of the Third Judicial Circuit, Madison County, Illinois, which forum shall have sole and exclusive jurisdiction and venue of the parties and the matter and each of the parties does consent to personal jurisdiction in that court. Prior to the initiation of any dispute resolution procedure, the parties agree to confer in good faith to resolve the matter in dispute. If agreed to by both parties, disputes may be resolved by a mutually agreed-to alternative dispute resolution process that may include structured negotiations different from the remedies herein, mediation or arbitration.

mailto:accountspayable@mct.org

Madison County Transit Fuel – Biodiesel and Unleaded No. 26-1-24700

Rights and Remedies - The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder, except as otherwise provided herein, shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

3.5 Insurance Requirements

Contractor and subcontractors shall maintain the following types of insurance until the expiration or termination of this contract.

a) Comprehensive General Liability with policy limits of not less than $1,000,000 for each occurrence and $2,000,000 in the aggregate for bodily injury and property damage.

b) Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor with policy limits of not less than $1,000,000 per accident for bodily injury, death of any person, and property damage arising out of ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage.

c) Workers Compensation at statutory limits and Employers Liability with not less than $500,000 each accident, $500,000 each employee, and $500,000 policy limit.

d) Pollution Liability Insurance with policy limits not less than $2,000,000 for each pollution condition and $2,000,000 general aggregate. This insurance shall be maintained for completed operations for a minimum of two (2) years following the acceptance of work. This will cover third-party injury and property damage claims, including coverage for clean-up costs, defense costs, defense costs, contractual liability, transportation, and owned and non-owned disposal sites, as a result of pollution conditions arising from the Contractor's operations and completed operations.

The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required stated above, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through actual payment by the underlying insurers.

Prior to beginning work, the Contractor shall provide the Owner with a Certificate of Insurance complying with this section and naming the Owner as an additional insured.

3.6 Notices

Any notice required under this contract shall be in writing, dated and signed by the party giving such notice or by a duly authorized representative of such party. Notices shall not be effective unless transmitted by any method that provides confirmation of transmission and delivery.

3.7 Entire Contract

This Contract constitutes the complete and entire agreement between the Owner and Contractor and supersedes any prior representations, understandings, communications, commitments, agreements or proposals, oral or written, that are not incorporated as a part of the Contract.

3.8 Estimated Quantities

The estimated number of tank deliveries used for bidding purposes are the Owner’s estimated 12-month requirement based on current usage and anticipated needs. The Owner does not guarantee, either expressed or implied, to purchase these quantities, but the right is reserved to purchase any greater or lesser quantities.

3.9 Purchase Contingency

The Owner reserves the right to purchase products in small quantities from non-contract providers when the Contractor is unable to supply parts as required or to expedite a repair.