Standard Terms & Conditions
- Acceptance of Purchase Order. This Purchase Order shall be effective when Seller executes it, otherwise indicates its acceptance, or delivers to the City of Bloomington ("Owner") any of the goods ordered herein or renders for the Owner any of the services ordered herein. If this Purchase Order has been issued by the Owner in response to an offer, then the issuance of this Purchase Order by the Owner shall constitute an acceptance of such offer subject to the express condition that the Seller assent to any additional or different terms contained herein. Any additional or different terms or conditions contained in any acknowledgement of the purchase by the Seller shall automatically be deemed objected to by the Owner and shall not be binding upon the Owner unless specifically accepted by the Owner in writing.
- Entire Agreement. Upon acceptance of this Purchase Order, this Purchase Order and all specifications, drawings, and data submitted to the Seller with this Purchase Order or the solicitation for this Purchase Order shall constitute the entire contract between the Owner and the Seller (the "Contract"). The Contract replaces, supersedes, and merges all prior discussions, agreements, or understandings between the parties and shall be changed only by written agreement of the parties.
- Indemnification. The goods or services to be furnished under this Contract shall be provided at the sole risk and cost of the Seller until final payment therefore. The Seller shall, promptly and without charge to the Owner, repair, replace, or pay for, any damage or loss suffered as a result of the work of this Contract. The Seller shall indemnify, keep, and hold harmless the Owner and its agents, officials, and employees from and against all injuries, losses, damages, claims, suits, liabilities, costs, and expenses (including attorneys' fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of the Seller, its agents, employees, or subcontractors. This indemnification and hold harmless shall be in addition to the warranty obligations of the Seller.
- Default. Time is of the essence of this Contract and if delivery of acceptable items or rendering of services is not completed by the time promised, the Owner reserves the right, without liability and in addition to its other rights and remedies, to terminate this Contract by notice effective when received by the Seller and to purchase substitute items or services elsewhere and to charge the Seller with any and all losses incurred.
- Transportation Charges. Transportation expense for all shipments shall be prepaid, F .O.B. point of destination. No charges will be allowed by the Owner for transportation, packing, cartage or containers unless otherwise authorized in this Contract.
- Unavoidable Delay. If the Seller is delayed in delivery of goods purchased under this Contract by a cause beyond its control, then the Seller, upon receiving knowledge of such delay, must give written notice immediately to the Owner and request an extension of time or such extension shall be waived. An extension shall be granted at the sole and absolute discretion of the Owner.
- Warranty. The Seller warrants that the prices for the goods or services sold to the Owner under this Contract are not less favorable than those currently extended to any other customer for the same or like goods or services in equal or less quantities. In the event the Seller reduces its price for such goods or service during the term of this Contract, the Seller agrees to reduce the prices hereof correspondingly. The Seller warrants that all goods and services furnished hereunder will be new and will conform in all respects to the terms of this Contract and that they will be free from latent and patent defects in materials, workmanship, title, and design. In addition, the Seller warrants that said goods and services are suitable for the purposes for which they are purchased, manufactured, and designed or for such other purposes as are expressly specified in this Contract. The Owner may return any nonconforming or defective items to the Seller or require correction or replacement of the item at the time the defect is discovered, all at the Sellers risk and expense. No inspection, test, acceptance, payment, or use of the goods or services furnished hereunder shall affect the Seller's obligation under these warranties and such warranties shall survive such inspection, test, acceptance, payment, and use. The Seller's warranties shall run to the Owner and its successors and assigns.
- Regulatory Compliance. The Seller represents and warrants that the goods or services furnished hereunder (including all labels, packages, and containers for said goods) will have been produced in compliance with, and the Seller agrees to be bound by, all applicable Federal, State, and local laws, standards, rules, and regulations. Without limiting the generality of the foregoing, the Seller shall furnish "'Material Safety Data Sheets” in compliance with the Illinois Toxic Substances Disclosure to Employees Act.
- Payment. Payments will be made in accordance with the terms on the face of this Contract, or the Seller's invoice, whichever are more favorable to the Owner and payment date therefore shall calculated from the receipt of invoice or receipt or final acceptance of the goods or services, whichever is later. All claims for money due or to become due from the Owner shall be subject to deduction or setoff by the Owner by reason of any counterclaim arising out of this or any other transaction with the Seller. The acceptance by the Seller of final payment shall operate as a full and complete release of the Owner. No payment for goods or services shall constitute acceptance of any defective or nonconforming goods or services by the Owner.
- Termination. The Owner may, at any time, suspend or terminate this Contract, in whole or in part, by written notice. Upon suspension or termination for convenience of the Owner, the Owner shall reimburse the Seller for expenses (which shall not include lost profits) resulting directly from any such termination or suspension, which amount shall in no event exceed the applicable pro rata portion of the Contract Price. The Seller shall not be paid for any work done after receiving notice of such suspension or termination for convenience nor for any expenses incurred which could have been reasonably avoided. Any and all services, property, publications, or materials provided during or resulting from the Contract shall become the property of the Owner. The foregoing states the Owner’s entire liability and the Seller's exclusive remedy for any termination or suspension of all or any part of this Contract for convenience of the Owner. If, however, termination is occasioned by the Seller's breach of any condition hereof, including breach of warranty, or by the Seller's delay, except due to circumstances beyond the Seller's control and without the Seller's fault or negligence, the Seller shall not be entitled to any claim or costs or to any profit and the Owner shall have against the Seller all remedies provided by the law and equity.
- Taxes. The Owner is exempt from State and Local taxes.
- Limit of Liability. In no event shall the Owner be liable for anticipated profits, incidental or consequential damages, or penalties of any description. The Owner's liability on any claim arising out of or connected with or resulting from this Contract or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim.
- Assignments and Subcontracting. Neither this Contract, nor any interest herein, shall be assigned or subcontracted by the Seller except upon the prior written consent of the Owner.
- Remedies. The Owner's remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payment therefore shall not waive any breach.
- Law Governing. The Contract shall be governed by and construed according to the internal laws, but not the conflict of law rules, of the State of Illinois.
- Inspection. NO Substitutions will be accepted by the Owner without prior written approval. The Owner reserves the right to inspect goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of goods at time of delivery. Damaged goods or materials will be rejected and returned to seller.
- Non-Discrimination. The Seller shall comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (2000), as amended and any rules and regulations promulgated in accordance therewith, including, but not limited to the Equal Employment Opportunity Clause, 5 IL Admin Code 750 Appendix A. Seller shall also comply with the Public Works Employment Discrimination Act, 775 ILCS 10/0.1 et seq. (2000) as amended and the Civil Rights Act of 1964, 42 U.S.C. sec 2000 et seq. (2000) as amended.
- Prevailing Wage. All contractors for the construction of public works are subject to the Illinois Prevailing Wage Act (820 ILCS 130/1-12) SUBSTANCE ABUSE PREVENTION ON PUBLIC WORKS PROJECTS ACT. The successful bidder must be in compliance with State of Illinois HB-1855 (Public Act 095-0635), which amends the Prevailing Wage Act and requires public works contractors, before work commences, to file with the City of Bloomington, written certification that they have a substance-abuse program and provide drug testing.
- Insurance. Certificate of Insurance naming City of Bloomington as additional insured must be provided to City Clerk and a copy to Procurement Services. Following is a copy of current insurance requirements under normal conditions:
Prior to the commencement of work governed by any contract between the CITY and the vendor/contractor, the contractor shall provide the CITY satisfactory evidence of insurance coverage. A Certificate of Insurance AND any contract stating the CITY, its employees and officials as additional named insureds will be required and will also denote the description of the job. The vendor’s/contractor's insurance shall be primary and non-contributory.
All insurance coverage should be placed with a solid carrier who has no less than an A- VIII Best’s Rating. The Contractor’s program shall hold the CITY, its employees and officials harmless from and against all loss, cost, expense, damage, liability or claims, whether groundless or not, arising out of the bodily injury, sickness or disease (including death resulting at any time therefrom).
All coverage, as follows shall be maintained through the life of the contract and include, as a minimum:
General Liability - $1,000,000 Bodily Injury and Property Damage (Combined Single Limit) with $2,000,000 GL annual aggregate and will include:
Medical payments - $5,000
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage
Workers’ Compensation and Employer’s Liability –
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
Automobile Liability - $1,000,000 Bodily Injury and Property Damage (CSL)
(Owned, Non-owned and Hired vehicles should be included) and include $10,000 medical pay per passenger.
Umbrella Liability Coverage - $2,000,000 each occurrence, $2,000,000 aggregate
(These limits will be excess over all underlying coverage documents and would be the minimum required). Increased limits may be required on “larger contracts” and would be at the discretion, and approval of the, CITY’S legal counsel.
All Liability (General Liability/Auto) insurance certificates should include a “blanket additional insured” endorsement, must specify that should described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.