4-IFB Vol 5 Owners General TCs.pdf

Madison County Mass Transit District Fuel – Biodiesel and Unleaded No. 27-1-26700

Owner’s General Terms and Conditions Page 1 of 4

VOLUME 5 OWNER’S GENERAL TERMS AND CONDITIONS

OTC 1 Definitions

The following definitions shall be part of any Contract awarded or order placed:

“ACT” – Agency for Community Transit, Inc., an Illinois not-for-profit corporation qualified under IRC 501(c)(3).

“Addendum” – Written clarification or revision to this solicitation issued by the Owner.

“Approved Equal or Substitution” – An item or service which has been approved by the Owner as equal to the brand name item originally specified.

“Bidder” or “Offeror” – An individual or business entity submitting a bid or offer in response to this solicitation.

“Contract” – This solicitation, any addendum to this solicitation, the bid or proposal submitted in response to this solicitation, and fully executed agreement.

“Contractor” – The bidder or proposer awarded a Contract.

“Executive Director” – Chief executive officer of ACT.

“Managing Director” – Chief executive officer of MCT.

“MCT” – Madison County Mass Transit District; a unit of local government.

“Owner” – The entity receiving the product or service.

“Solicitation” – This document, which establishes the bidding and Contract requirements and seeks bids or proposals to meet the purchase needs as identified herein.

“Subcontractor” – An individual or company hired by the Contractor to perform a specific task as part of the overall project.

OTC 2 Compensation

The Contractor will be compensated for actual services rendered and products delivered in accordance with the Contract and/or purchase order.

OTC 3 Invoicing and Payment

The contract or purchase order number shall be referenced on all packing slips and invoices. Invoices shall be dated and submitted to the Owner no later than the 10th of the month following delivery of products and/or completion of services. Submit invoices to accountspayable@mct.org.

Unless otherwise specified in the Owner’s solicitation or mutually agreed by the parties, payment of the above compensation will generally be made within [45 days for MCT] or [30 days for ACT] purchases of Contractor’s invoice for products and services authorized, accepted and approved by the Owner. The Contractor shall accept this payment as full compensation for all costs and expenses associated with this Contract.

OTC 4 Conflicts and 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 and State grant financial assistance provisions (if required by the contract); (3) Change orders issued after contract issuance; (4) the Owner’s Additional Provisions; (5) the Owner’s General Terms and Conditions; (6) Scope of Work; (7) Instructions to Bidders; (8) Bidder’s bid submittal documents.

OTC 5 Insurance

Upon request, the Contractor agrees to furnish evidence of adequate insurance coverage of general liability, automobile liability, and workmen’s compensation.

OTC 6 Additional Work

Additional work means the furnishing of materials or services not directly or by implication called for by this Contract. If the Owner requires additional work, it may direct the Contractor in writing to do such work at mutually agreed upon lump sum or unit prices. Performance of additional work without the prior written authorization of the Owner shall be at the Contractor's sole expense.

Owner’s General Terms and Conditions Page 2 of 4

OTC 7 Inspections, Acceptance and Approvals

The Owner reserves the right and shall be at liberty to inspect all materials, services, and workmanship during the Contract period and shall have the right to reject all materials, services, and workmanship, which do not conform to specifications and this Contract. However, the Owner is under no duty to make such inspections and no inspection so made shall relieve the Contractor from any obligation to furnish services and products in accordance with this Contract. The Owner may, at its option, require prompt replacement or correction of rejected products or services at the Contractor’s expense.

OTC 8 No Waiver of Warranties and Contract Rights

Conducting of tests and inspections, payment for a product or service, or acceptance of a product or service by the Owner shall not constitute a waiver, modification, or exclusion of any express or implied warranty or any right under this Contract or in law. Failure of the Owner to insist on strict performance by the Contractor of the terms and conditions of this Contract at any time shall not be construed as a waiver by the Owner of such performance in the future.

OTC 9 Independent Contractor

The Contractor shall be an independent contractor. Services performed, and amounts paid pursuant to this Contract are not rendered as an employee of the Owner.

OTC 10 Indemnification

The Contractor agrees that it will indemnify, defend and hold harmless ACT, its board members, officers, officials, employees and agents, and MCT, its trustees, officers, officials, employees and agents from all claims, liabilities, obligations and causes of action asserted against any of the foregoing in connection with the goods or services purchased under this Contract or arising from the act or omission to act of the Contractor or the Contractor’s employees, agents, or representatives with respect to this Contract. Such obligations shall not be construed to waive, negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise exist as to either the Contractor, ACT or MCT.

OTC 11 Warranty of Title

The Contractor warrants that the title to all material, supplies and equipment furnished is free of liens and encumbrances.

OTC 12 Conflict of Interest

The Contractor, by agreeing to provide work, services or materials to the Owner, thereby attests that it has no direct or indirect pecuniary or proprietary conflict of interest arising from or in connection with such agreement, and that it shall not acquire any interest which creates a conflict of interest in any manner or degree with the work required to be performed and/or provided under this Contract, and that it shall not employ any person or agent having any such conflict of interest. In the event that the Contractor, its agents, employees, or representatives hereafter acquire such a conflict of interest, the Contractor shall immediately disclose such conflict of interest to the Owner and immediately take action to eliminate the conflict or to withdraw from this Contract, as the Owner may require.

OTC 13 Law Governing

The Contractor shall recognize that all applicable Federal and State laws, including, but not limited to the Illinois Prevailing Wage Act, certifications, municipal ordinances, and rules and regulations of all authorities having jurisdiction over the services to be provided shall apply to the Contract throughout, and they will be deemed to be included in the Contract the same as though herein written out in full. All matters of law pertaining to this Contract shall be governed by, and construed according to, the laws of the State of Illinois, excluding, however, choice of laws principles.

OTC 14 Contingent Fees and Gratuities

The Contractor, by agreeing to provide work, services, or materials, thereby attests that no person or selling agent except bona fide employees or designated agents or representatives of the Contractor has been employed or retained to solicit or secure this Contract with an understanding that a commission, percentage, brokerage, or contingent fee would be paid; and no gratuities in the form of entertainment, gifts or otherwise were offered or given by the Contractor or any of its agents, employees or representatives, to any official, member or employee of the Owner or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this Contract.

Owner’s General Terms and Conditions Page 3 of 4

OTC 15 Freedom of Information (FOIA)

Access to the Owner’s records is governed by the Illinois Freedom of Information Act (5 ILCS 140/1). The Contractor acknowledges that the Owner is subject to the requirements of FOIA and shall assist and cooperate with Agency for Community Transit and the Owner to comply with its information disclosure obligations. The Contractor shall not charge Agency for Community Transit or the Owner for reasonable costs associated with freedom of information requests.

OTC 16 Use of the Owner’s Name in Advertising or Public Relations

The Contractor shall not, without prior written consent of the Owner, publish, assert, or imply that the Owner endorses the Contractor’s product or service.

OTC 17 Cybersecurity

(a) Baseline security requirements. The Contractor shall maintain reasonable and industry-standard cybersecurity practices appropriate to the size of its business and the sensitivity of the services provided. At a minimum, the Contractor shall follow guidance from recognized frameworks such as the NIST Cybersecurity Framework (NIST CSF) or CIS Critical Security Controls. (b) Access control. The Contractor shall implement multi-factor authentication (MFA) for any remote access or administrative access to systems containing Owner data; enforce unique user accounts; and disable access within one (1) business day of personnel separation. (c) Data security. The Contractor shall encrypt all sensitive data in transit and at rest; retain and dispose of data in accordance with applicable Illinois law; and shall not store or process Owner data outside the United States without prior written approval. (d) System & network practices. The Contractor shall maintain secure configurations, apply security patches in a timely manner, use anti-malware/endpoint protection, and maintain firewalls or secure remote access methods (e.g., VPN). (e) Incident response & notification. The Contractor shall maintain a documented incident response procedure and shall notify Owner of any confirmed or suspected data breach affecting Owner data within forty-eight

(48) hours of discovery. The Contractor shall cooperate fully in any related investigation. (f) Cyber liability insurance. The Contractor shall maintain at least $500,000 in cyber liability or technology errors and omissions insurance (higher limits may be required based on project risk). (g) Subcontractors. The Contractor shall not use subcontractors to process or access Owner data without written approval from the Owner and shall ensure all subcontractors meet the same security requirements. (h) Employee training. The Contractor shall ensure all personnel with access to Owner data complete basic annual cybersecurity awareness training. (i) Business continuity. The Contractor shall maintain a backup strategy and procedures sufficient to recover data and resume services within timelines appropriate to the services provided. (j) Data return and destruction. Upon contract termination, the Contractor shall return all Owner data within thirty

(30) days or securely destroy it at the Owner’s direction and provide written confirmation.

OTC 18 Compliance with OSHA and Applicable Laws

The Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for such matters which include, but are not limited to, health and safety, environmental protection, safety of persons or property or protection of persons or property from damage, injury, or loss. The Contractor shall erect and maintain all necessary safeguards for such safety and protection. It shall be the duty and responsibility of the Contractor and its respective subcontractors to be familiar with and comply with 29 USC Section 651, et seq., the Occupational Safety and Health Act of 1970, as amended (“Act”) and to enforce and comply with all provisions of this Act.

OTC 19 Severability

Any provision or part of this Contract held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Owner and the Contractor, who agree that the Contract shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

Owner’s General Terms and Conditions Page 4 of 4

OTC 20 Subcontracts and Assignment

The Owner shall have the right of prior review and approval of any and all subcontracts entered into by the Contractor with respect to the Contract. The Owner shall indicate its approval in writing prior to execution by the Contractor and subcontractor.

The Contractor shall not assign any interest, obligation, or benefit under or in this Contract or transfer any interest in the same, whether by assignment or notation, without prior written consent of the Owner. This Contract shall be binding upon and inure to the benefit of the successors of the parties.

OTC 21 CIVIL RIGHTS (EEO, Title VI & ADA)

The Contractor shall comply with the civil rights laws pertaining to nondiscrimination and equal employment opportunity as required by 42 U.S.C. § 2000d and et seq. The Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex (including sexual orientation), disability, or age.

OTC 22 Condition of Articles

Articles offered and furnished must be new and previously unused and of manufacturer latest model unless otherwise specified.

OTC 23 Drug and Alcohol Policy

The Contractor shall maintain a drug and alcohol-free workplace environment to ensure worker safety and workplace integrity.

OTC 24 Termination

Refer to State of Illinois Provisions.

OTC 25 Recycled Products

(1) The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. (2) This requirement flows down to all subcontractor tiers where the value of an EPA designated item exceeds $10,000.

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