5-RFQ 26-1-14601 Vol 5 General Terms and Conditions.pdf

Agency for Community Transit Cafeteria Plan Administration Services No. 26-1-14601

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VOLUME 5 GENERAL TERMS AND CONDITIONS

TC 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.

TC 2 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 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 Contractor's sole expense.

TC 3 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 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 Contractor’s expense.

TC 4 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 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.

TC 5 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.

TC 6 INDEMNIFICATION

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 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 Contractor, ACT or MCT.

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TC 7 WARRANTY OF TITLE

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

TC 8 CONFLICT OF INTEREST

Contractor, by agreeing to provide work, services or materials to 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 Contractor, its agents, employees, or representatives hereafter acquire such a conflict of interest, 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.

TC 9 LAW GOVERNING

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.

TC 10 CONTINGENT FEES AND GRATUITIES

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 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 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.

TC 11 FREEDOM OF INFORMATION (FOIA)

Access to MCT’s government records is governed by the Illinois Freedom of Information Act (5 ILCS 140/1).

The Contractor acknowledges that MCT is subject to the requirements of FOIA and shall assist and cooperate with ACT and MCT to comply with its information disclosure obligations. The Contractor shall not charge ACT or MCT for reasonable costs associated with freedom of information requests.

TC 12 USE OF OWNER’S NAME IN ADVERTISING OR PUBLIC RELATIONS

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

TC 13 CYBERSECURITY

(a) Baseline security requirements. 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, Contractor shall follow guidance from recognized frameworks such as the NIST Cybersecurity Framework (NIST CSF) or CIS Critical Security Controls. (b) Access control. 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. 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. 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.

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.

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Contractor shall cooperate fully in any related investigation. (f) Cyber liability insurance. 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. 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. Contractor shall ensure all personnel with access to Owner data complete basic annual cybersecurity awareness training. (i) Business continuity. 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, Contractor shall return all Owner data within thirty (30) days or securely destroy it at the Owner’s direction and provide written confirmation.

TC 14 COMPLIANCE WITH OSHA AND APPLICABLE LAWS

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. 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.

TC 15 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 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.

TC 16 SUBCONTRACTS AND ASSIGNMENT

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

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.

TC 17 CIVIL RIGHTS AND EQUAL OPPORTUNITY

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.

TC 18 CONDITION OF ARTICLES

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

TC 19 DRUG AND ALCOHOL POLICY

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

TC 20 TERMINATION

Termination for Convenience. The Owner may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in the Owner’s best interest. The Contractor shall be paid its costs, including Contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Owner. If the Contractor has any property in its possession belonging to the Owner, the Contractor will account for the same, and dispose of it in the manner the Owner directs.

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Termination for Default [Breach or Cause]. a) If the Contractor does not deliver supplies in accordance with the Contract delivery schedule, or, if the Contract is for services, the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any other provisions of the Contract, such failure or noncompliance shall constitute a breach of the Contract and the Owner may terminate this Contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor, in that case, will only be paid the Contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the Contract, subject to any offset for amounts due to Owner on account of such breach or to compensate Owner for additional costs incurred by Owner by reason of the default. b) If it is later determined by the Owner that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the Owner, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c) In the event of a breach or default on the part of the Contractor, in addition to any and all other remedies, the Owner shall be entitled to actual, incidental, and consequential damages and all court costs, attorney fees, and litigation expenses incurred necessary to enforce this agreement. d) In the event of a default on the part of the Contractor, the Owner reserves the right to purchase any or all items or services in default in the open market, charging the Contractor with any additional costs. The defaulting Contractor shall not thereafter be considered a responsible bidder/proposer until the assessed charge has been satisfied.

Opportunity to Cure. Prior to terminating this Agreement, or any part hereof, for Default, the Owner may allow the Contractor an opportunity to present any facts bearing on the reason for breach or default. In such case, the Owner shall have the right to terminate the Contract without any further obligation if the Contractor fails to provide to Owner’s satisfaction an acceptable remedy for the breach or default.

Waiver of Remedies for any Breach. In the event that the Owner elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver shall not limit the Owner’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract or be construed to as a continuing waiver.

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VOLUME 5 GENERAL TERMS AND CONDITIONS