Terms for Service and Software

Elgin Community College
Terms and Conditions (Service or Software)
Exhibit A

Legal Entity: The “Buyer” is legally described as “The Board of Trustees of Community College District 509, counties of Kane, Cook, DuPage, McHenry and DeKalb, and State of Illinois, commonly known as Elgin Community College.”

Authorized Persons: No purchase shall be made except as provided by Illinois law and any contract, verbal or written, made in violation is void. No officer or employee of the Legal Entity not expressly authorized under Illinois law, shall make any purchase on behalf of the Board, or enter into any contract of purchase, verbal or written, for any apparatus, equipment, suppliers, service, repairs, goods, wares or merchandise of any kind or description, or accept any of them on approval or otherwise. Vendor is directed to applicable Illinois law as contained in the Illinois Constitution and the Illinois Compiled Statutes to verify the authority of any person purportedly signing on behalf of the Legal Entity.

Governing Law: This Agreement shall be governed and construed in accordance with the Constitution and laws of the State of Illinois. It is the intent of the parties that arbitration and mediation shall not be a remedy or prerequisite required by this contract, and any reference to “arbitration” or “mediation” contained in any contract or agreement executed by the Buyer is void and of no legal effect. The parties waive any right to demand a trial by Jury and agree that litigation arising from these Agreement or any Contract or Agreement entered into subsequent to the execution of this Agreement shall be heard only by a Judge sitting without a jury in Kane County, Illinois regardless of the place of business or residence of Seller. The parties agree that this venue is convenient for all of them. In the event of any litigation Buyer shall have the right to recover its reasonable attorney’s fees and costs.

Warranty: Seller warrants that their service/material/product will work as represented to the Buyer. In the event their service/material/product does not work as represented Seller will at no cost to buyer either, repair or replace service/material/product or refund Buyer its costs paid.

Cancellation:

1. In addition to all other rights and remedies provided for hereunder or under law (including without limitation, damages) Buyer may cancel all or any part of this purchase order:
   1. if Seller breaches any of the terms, warranties or provisions hereof,
   2. if any insolvency proceeding is instituted by or against Seller,
   3. if Seller provides material false information to Buyer.

Affirmative Action/Equal Opportunity: Elgin Community College is an Affirmative Action/Equal Opportunity Employer and does not discriminate against any employee or service provider because of race, sex, color, age, religion, national origin, marital status, veteran's status, physical or mental disability or any other protected status under federal or state law.

Patents and Copyrights: Seller warrants that there is no violation of patent rights or copyrights in manufacturing, producing, or selling the material or equipment covered by this order or in the use of such material or shipment by the Buyer in the usual or intended manner. Seller assumes liability for, indemnifies against and shall protect, defend, save and hold harmless Buyer from and against any and all claims, damages and liabilities including reasonable attorneys’ fees resulting from any claim of infringement of any Intellectual Property Right or any claim of misappropriation of a trade secret asserted against Buyer by a third party based upon Buyer’s authorized use of the Seller’s material or equipment or any other of Seller’s products or services. Seller will provide written notice of such claim, will fully cooperate and assist to defend or settle such claims. Seller will not settle any claim where Buyer is required to admit any guilt, provide an apology or admits wrongdoing or where Buyer is required to pay any type of fees or costs.

Taxes: Elgin Community College is exempt from Federal Excise and State Sales Taxes and such taxes shall not be included in prices. Federal Excise Tax Exception Certificate will be furnished upon request.

No Liability Limitations: Elgin Community College will not accept any limitation on liability clauses or clauses that limit damages with the exception of limiting punitive damages. Any reference in any contract that Elgin Community College has to limitation of liability or damages (with the exception of punitive damages) is expressly deleted.

Nonwaiver: Nothing herein shall be construed as an express or implied waiver, relinquishment or release of any common law or statutory privileges and/or immunities of Elgin Community College or any of its Trustees, officers, employees, attorneys, volunteers or agents, including without limitation those privileges and immunities existing under the Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101, et. seq.

Entire Agreement: These terms and conditions, together with any written documents incorporated by reference, constitutes the entire agreement between Buyer and Seller with respect to this transaction and supersedes all previous communications. Any additional or different terms by the Seller or Seller’s acknowledgement are rejected by the Buyer unless expressly agreed to in writing by an authorized representative of the Buyer.

Issue Date: 10/19/16