Terms & Conditions

Contractor’s Duties
The Contractor shall be an independent contractor and not an employee of Grinnell College, and shall be responsible for the reporting and remittance of all state and federal taxes. The Contractor shall perform the services/provide the products as outlined here. The Contractor’s services/products will be provided in a manner that is satisfactory to Grinnell College in its sole discretion.
Termination for Convenience
Grinnell College may terminate the contract, without cause, by providing notice thereof to the Contractor at least 30 days prior to the intended date of termination, which shall be set forth in the written notice, at the addresses set forth above, or at such other addresses as may be later designated by the parties in writing. In the event of termination, without cause, the Contractor shall be paid for services rendered in a manner satisfactory to Grinnell College through the date of receipt set forth in the written termination delivered to the non-terminating party.
Default
The term “Default” as used in this RFP and the contract shall mean the occurrence or happening, from time to time, of any one or more of the following:
  1. Representations and Warranties: Any representation or warranty, express or implied, contained in this RFP and the contract shall prove at any time to be incorrect or misleading in any material respect either on the date when made or on the date when reaffirmed.
  2. Compliance with Covenants and Conditions: Contractor shall fail to comply with the terms of any covenant, condition, agreement or any express or implied warranty contained in the RFP and the contract.
  3. Progress of Eligible Activities: Progress of Services and/or Delivery of Goods is not being made in good faith and, in a manner acceptable to Grinnell College
  4. Conditions Precedent to Any Disbursement: Contractor shall be unable to satisfy any condition precedent to its right to receive a disbursement.
Remedies for Default
Grinnell College shall have the right upon the happening of any Default, without providing notice to the Contractor:
  1. To terminate the contract immediately, in whole or in part, and, in addition to any other available rights or remedies:
  2. To suspend the Contractor’s authority to receive any undisbursed funds
  3. To proceed at any time or from time to time to protect and enforce all rights and remedies available to Grinnell College, by suit or any other appropriate proceedings, whether for specific performance or any covenant, term or condition set forth in the RFP and the contract, or for damages or other relief or proceed to take any action authorized or permitted under applicable law or regulations.

Upon termination of the contract for Default, Grinnell College may pay the Contractor for satisfactory performance of the services and/or delivery of the goods, less the amount of damages caused by the default, all as determined by Grinnell College in its sole discretion. If the damages exceed the compensation, Grinnell College may pursue any and all remedies available under this section as well as any remedies at law or in equity.

Confidential Information
The term “confidential information” shall include all non-public documentation and information disclosed to the Contractor in the course of its performance of duties hereunder with respect to the past, present and future Grinnell College business, services and clients. The Contractor hereby agrees to maintain such confidential information to any person, firm, corporation or entity during or after the terms of this RFP and the contract, except with the express consent of Grinnell College.
Indemnification
The Contractor shall indemnify and hold harmless Grinnell College, its Board of Trustees, its employees, agents and officials, from any and all claims, suits, or demands including attorney fees which may be made against Grinnell College resulting from any act or omission committed in the performance of the duties imposed upon and performed under the terms of this Contract by the Contractor or anyone under contract to the Contractor to perform duties under this Contract. The Contractor shall not be responsible for acts of gross negligence or willful, misconduct committed by Grinnell College, its Board of Trustees, employees, agents and officials.
Integration
This RFP and the contract set forth the entire agreement between the parties relative to the subject matter hereof. No representation, promise or condition, whether oral or written, not incorporated herein shall be binding upon either party to the contract. No waiver, modification or amendment of the terms of this RFP and the contract shall be effective unless made in writing and signed by an authorized representative(s) of the party sought to be bound thereby.
Governing Law
This RFP and the contract shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of Iowa.
Venue
The state and federal courts located in Iowa shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the RFP and the contract. Each party consents to the exclusive jurisdiction of such courts.
Term of Contract
Grinnell College intends to enter into a contract with the selected vendor for an initial one year term. Grinnell College shall have the option to extend the contract for 2 additional one year terms, said option(s) to be exercised at the sole discretion of Grinnell College.

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