ADDITIONAL TERMS AND CONDITIONS

REGARDING BIDS SUBMITTED TO

THE PUBLIC SCHOOLS OF THE CITY OF ANN ARBOR

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1.    Bids Received – Bids are considered received by the Public Schools of the City of Ann Arbor (“AAPS”) when they are date/time-stamped either by the Purchasing and Business Support Services Office, the department responsible for issuing the bid, or the Balas Administration Building Reception Desk. Bidders are responsible for making sure that bid proposals arrive at the specified location on or before the bid-opening deadline.  Facsimile bids and electronic transmittals (emails) shall not be accepted.  No bid received after the bid-opening deadline will be considered.
2.    Warranty – Specific warranty information on parts, material and labor must be included with any bid submitted by Bidder.  All equipment and supplies shall be warranted by the bidder for a period of at least one (1) year against defects in design, manufacture, materials and workmanship.  The warranty period shall start on the later of the date of the completion of delivery or the date of completion of installation, and during such warranty period all costs for parts and labor for repairs shall be borne by the Bidder.
3.    Condition of Equipment – All equipment, supplies and materials shall be new and free from corrosion, scratches, or other such defects which present an other than new appearance and functionality. The following shall be considered defects, without being limited thereto:
•    Permanent etching, corrosion, staining, discoloration, fading and other deterioration of finishes.
•    Operational failures, bidding, and the like.
•    Deformation, warpage, opening up of joints, telegraphing of cores, or other finishing materials, failures in fastening and anchorage.
•    Or other such defects which present an other than new appearance and functionality.
4.    Equipment Quantities – AAPS, in its sole discretion, reserves the right to increase or decrease reasonable quantities by ten percent (10%) without affecting the bid price per unit.
5.    Equipment Design – Unless otherwise agreed in writing by the parties, all equipment shall be of current design and manufacture and shall reflect the latest advances in the state of the art to insure against early obsolescence.  All equipment shall meet latest OSHA and MI-OSHA standards.
6.    Equipment, Supplies and Materials Standards – Where one certain kind, type, or brand of manufacturer of equipment or materials is referenced; it is done to indicate the type of equipment desired and to establish the minimum acceptable standards of quality, performance, design, and efficiency.  This shall not be construed to mean that the certain type or brand indicated is the only one acceptable.  Other goods meeting or exceeding these standards will be given equal consideration unless otherwise noted. All same pattern and color fabrics must be supplied from the same dye lot.
7.    Instruction & Operation – Appropriate instruction manuals, service manuals, maintenance manuals and cleaning instructions, and parts lists (collectively, “materials literature”) for all equipment furnished by Bidder will be required at such time as any equipment is delivered to AAPS.  On-site instruction by Bidder for Ann Arbor Public School personnel who shall use the equipment will be required within one week of delivery of such equipment.  Bidder shall provide two (2) follow-up instructional visits, if requested by AAPS, within 120 days of acceptance of the equipment.  AAPS shall not be charged for any materials literature or instruction service.
8.    Delivery – In the event a good or service to be supplied by the Bidder is not delivered on the date specified on AAPS purchase order, such failure shall entitle AAPS to refuse acceptance of further deliveries of goods or to cancel its contract with Bidder in whole or in part.  All goods provided by Bidder must be delivered to AAPS between the working hours of 8:00 a.m. and 3:00 p.m.
9.    Freight Terms – F.O.B. delivered to stated location in Ann Arbor.  The exact quantities of the various goods to be delivered to each location will be covered by separate purchase order for each location to be issued to Bidder.
10.    Payment Terms.  Payment shall be made by AAPS within thirty (30) days of the latest of the date of the completion of delivery, the date of completion of installation of Bidder’s goods, or the date of the receipt of an original invoice at P.O. Box 1188, Ann Arbor, MI 48106.
11.    Bid Selection – Bidder acknowledges that AAPS shall select those bids by item that it considers to be in AAPS’ best interest.  AAPS reserves the right to (1) award a bid by line item, (2) accept or reject a bid in whole or in part, (3) qualify or disqualify bidders on the basis of available information pertaining to the suitability of the goods bid, and (4) delete a Bidder from the AAPS list of approved vendors if the Bidder does not comply with these Additional Terms and Conditions or does not respond to a Request for Quotation (“RFQ”) with either a bid or a “no bid” response. It is the intent of AAPS to award a contract to the lowest responsible bidder provided the bid has been submitted in accordance with the requirements of the bid document and does not exceed the funds available. The bidder acknowledges the right of AAPS to reject any or all bids and to waive any informality or irregularity in any bid received.
12.    Meeting Specifications & Alternate Bids – Bidder shall submit bids which meet the bid specifications.  Bids, which do not meet specifications, must be marked “Alternate”.   Any deviations from AAPS’ bid specifications must be noted in order for the Alternate Bid to receive consideration. Voluntary Alternates must be adequately detailed to allow acceptance or rejection as presented. The AAPS reserves the right to award this Contract on the basis of any combination of Mandatory or Voluntary Alternates, if in their best interest to do so. Voluntary Alternates will be considered if the item is equal in construction, materials, aesthetics and quality. Voluntary Alternates are subjected to review by AAPS who will determine if the alternate specified is equal to the specified item.
13.    Bid Bond – Security in the form of a certified check, cashier’s check, or bid bond is required in the amount of at least 5% of the total amount of construction bids in excess of the amount specified in M.C.L § 380.1267 or the comparable provision of future law.  For non-construction bids, it is applicable only when the “Bid Bond Required” box is checked on page 1 of the RFQ.  All bond surety companies utilized by Bidder must be licensed in the State of Michigan.
14.    Non-Collusion – Bidder certifies that its bid has not been made or prepared in collusion or cooperation with any other bidder, or representative thereof, and the prices, terms, or conditions of the bid have not been communicated by or on behalf of Bidder to any other bidder or potential bidder and will not be so communicated to any other bidder or potential bidder prior to the official opening of this bid.  This certification may be treated for all purposes as if it were a sworn statement made under oath, subject to the penalties for perjury. 
15.    Compliance with Regulations.  Bidder shall comply with the following:
(a)    Nondiscrimination.  Bidder, Bidder’s contractors and subcontractors may not discriminate against any employee or applicant for employment because of race, creed, color, gender, national origin, or age except where based on a bona fide occupational qualification. 
(b)    Disclosure of Conflicts of Interest.  Bidder must disclose in writing whether, to its actual knowledge, any member of the AAPS Board of Education or any AAPS employee or member of the immediate family of a member of the AAPS Board of Education or the AAPS employee possesses a Financial Interest in Bidder or receives a benefit, bonus, commission, payment, consideration, or item of value from Bidder as a result of the transaction of business with AAPS.  Such written disclosure must be submitted to AAPS by Bidder with its initial bid.  If such conflict of interest is discovered subsequent to the submission of Bidder’s bid, written disclosure must be submitted to AAPS within seven (7) business days of discovery.  AAPS reserves the right to immediately terminate any contract with a Bidder upon the notification of a conflict of interest.  Upon such termination, AAPS shall compensate Bidder only for the value of any goods or services provided to AAPS prior to such termination.
Addendum:

    Competitive bids for construction of a new school building, or addition to or repair or renovation of an existing school building, shall be accompanied by a sworn and notarized statement disclosing any familial relationship that exists between the owner or any employee of the bidder and any member of the board of education or the superintendent.  The board of education shall not accept a bid that does not include this sworn and notarized disclosure statement (Refer to the Revised School Code Section 1267 effective July 21, 2004). (MCL 380.1217)

(c)    Definitions.  For purposes of this Section 15, the following definitions apply:
                 A “Financial Interest” shall be defined as a relationship wherein (1) an AAPS employee or a member of his or her immediate family is a partner, member, director, or officer of the Bidder or (2) the AAPS employee or his or her family member owns not less than one percent (1%) of any class of stock in the Bidder or an amount of stock having a total market value in excess of $25,000.00.
                                   (ii)    “Domestic Partner” shall be defined as provided in Chapter 110 of the City Code of the City of Ann    Arbor, as the same may be amended from time to time.
                                   (iii)    “Immediate family” shall be defined as a spouse, the in-laws of a spouse, parent, the in-laws of a parent, child, the in-laws of a child, sibling, the in-laws of a sibling, grandparent, the in-laws of a grandparent, aunt, the in-laws of an aunt, uncle, the in-laws of an uncle, first cousin, the in-laws of a first cousin, the domestic partner, or any of the foregoing familial relations listed herein of the domestic partner of an AAPS employee.
16.    Purchase Order Requirements.  Any contract arising out of the bidding process shall become operative only upon the issuance of a written purchase order containing the signatures of the then current AAPS Director of Purchasing and Business Support Services and Finance Director.  Every purchase order over the then existing State Bid Index Limit, as defined under the applicable state law and as the same may be amended from time to time, must be in writing and include a valid AAPS Board of Education annex number which may be obtained from the Board of Education Office.
17.    Invoices.  All original invoices sent by Bidder to AAPS must reference the identification number from the corresponding purchase order.  All of Bidder’s original invoices shall be sent to AAPS at:  P.O. Box 1188, Ann Arbor, Michigan 48106.
18.    Taxes. AAPS is a federally constituted government body and is not subjected to Michigan state or Federal excise tax. If requested by bidder, AAPS will provide a signed Michigan Sales and Use Tax Certificate of Exemption form.
19.    Force Majeure – If the performance of any obligation of AAPS is prevented, delayed or in any way interfered with by force majeure, act of God, natural disaster, fire, flood, explosion, earthquake, epidemic, quarantine, restriction, serious accident, any act of government, insurrection, riot, strike, labor trouble, shortage of material or any other cause beyond the control of AAPS, AAPS may, at its sole option, suspend performance or cancel its obligations without liability for loss, provided AAPS informs the Bidder immediately in writing of its inability to carry out the terms of its obligations.  In no event will AAPS be responsible for consequential or special damages on account of such suspension of performance or canceling of obligations.
20.    Default by Bidder and Ann Arbor Public Schools Remedies.  In the event that Bidder defaults by failing, at any time, to comply with its obligations under the terms of any contract with AAPS, then AAPS reserves the right to immediately terminate any and all contracts with Bidder in whole or in part upon failure of Bidder to correct such default(s) within ten (10) days after written notice by AAPS to Bidder reasonably identifying such default(s) and the action(s) needed to correct such defaults.  Such right of termination is in addition to any other rights provided to AAPS under law or equity.
21.    Preemption.  In the event of conflicting provisions among the purchase order, AAPS’ bid specifications, the RFQ, these Additional Terms and Conditions, or Bidder’s bid documents, provisions from the following documents will control in the order listed herein: (a) the purchase order, (b) the bid specifications, (c) the RFQ, (d) these Additional Terms and Conditions, and (e) the Bidder’s bid documents. 
22.    Effect of Price Quotes.  Any price quotes provided by Bidder for its goods/services shall be treated as for informational purposes only and not as an offer.  AAPS shall be treated as the offeror in all contracts between AAPS and Bidder.
23.    Assignment.  Bidder shall not have the right to assign or otherwise transfer its rights and obligations under the RFQ, these Additional Terms and Conditions, the purchase order, or the bid specification, except with the prior written consent of AAPS.  Any prohibited assignment shall be null and void.
24.    Notices.  Notices permitted or required to be given hereunder shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties at first above written or at such other addresses as the respective parties may designate by like notice from time to time.  Unless specified otherwise herein in connection with any particular notice, notices so given shall be effective upon receipt by the party to which notice is given. 
25.    Amendment.  The RFQ, these Additional Terms and Conditions, the purchase order, the bid specifications, or the Bidder’s bid documents shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written amendment signed by the parties hereto.  Such amendment shall be effective only upon issuance by AAPS of a revised purchase order and the conveyance of the same to the Bidder.
26.    Severability.  In the event that any of the provisions of the RFQ, these Additional Terms and Conditions, the purchase order, the bid specifications, or the Bidder’s bid documents are in conflict with any rules of law or statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such provisions shall be deemed stricken.
27.    Governing Law. Each contract between AAPS and the Bidder shall be governed under the laws of the State of Michigan.





Revised:  June, 2008
Reviewed by: D. Comsa, HRS
LND