5 Day Janitorial Contract Effingham B-40526~1.doc

STATE OF ILLINOIS

CONTRACT

Central Management Services

5 Day Janitorial D0700 Effingham

24-416CMS-BOPM4-P-

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

Contract includes BidBuy Purchase Order? (The Agency answers this question prior to contract filing.)

FORMCHECKBOX

Yes

FORMCHECKBOX

No

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

FORMCHECKBOX

Yes (IPG Certifications and Disclosures including IPG Active Registered Vendor Disclosure)

FORMCHECKBOX

No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD ILLINOIS CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST (IF APPLICABLE)

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “IPG Active Registered Vendor Disclosure (formerly called FORMS B)” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page.

VENDOR

Date:

STATE OF ILLINOIS

Street Address: 313 S Sixth Street

City, State ZIP: Springfield, IL 62701

Printed Name: Raven A. DeVaughn

NOTE: DOCUMENTS SIGNED BY PERSONS OTHER THAN PRESIDENT, CEO, OWNER, or EXECUTIVE DIRECTOR SHOULD SUBMIT A SIGNATURE AUTHORITY LETTER WITH THE BID.

AGENCY USE ONLY

NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 24-416CMS-BOPM4-R-199504

· Project Title: 5 Day Janitorial D0700 Effingham

· Contract #: 24-416CMS-BOPM4-P-

· Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase

· BidBuy / Bulletin Reference #: 24-416CMS-BOPM4-B-40526

· BidBuy / Bulletin Publication Date:

· Award Code: C

· Subcontractor Utilization? Yes FORMCHECKBOX No

Subcontractor Disclosure? Yes FORMCHECKBOX No

· Funding Source:

· Obligation #:

· Small Business Set-Aside? FORMCHECKBOX Yes FORMCHECKBOX No

Percentage:

· Minority Owned Business? Yes FORMCHECKBOX

· Women Owned Business? Yes FORMCHECKBOX

· Persons with Disabilities Owned Business? Yes FORMCHECKBOX No Percentage:

· Veteran Owned Small Business? Yes FORMCHECKBOX

· Other Preferences?

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The State requires janitorial services in various facilities throughout Illinois where State Agencies do not otherwise employ janitorial staff. In most cases, State Agencies occupy facilities that are open to provide services to or conduct business with the general public. Janitorial services are required to maintain the safety, health, and performance of individuals within these facilities. State facilities where services will be provided are permanent buildings tenanted by State officials and employees. Janitorial services are also necessary for the protection of the building and its equipment. Vendor requirements include, but are not limited to, full performance of all specified daily services on the first official working day of the contract period. This contract is for Five-Day Janitorial Service at 400 West Wabash Avenue, Effingham, Illinois 62401.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Vendor must provide/perform – Five Days a Week (Between the hours of 3:30 PM and 10:30 PM Monday thru Friday) A) All restrooms will be thoroughly cleaned, including all walls, floors, toilets, and other fixtures. An ammonia disinfectant is to be utilized in cleaning all rest room fixtures and floors. A stronger acid disinfectant is to be used for bowl cleaning. The upper lip of each bowl is to be cleaned on a continuing basis and the flush outlet under the rim is to be kept open and functional at all times.

B) Extra rolls of toilet paper must be available in each stall daily. Paper towel dispensers, cloth towel dispensers, and soap dispensers are to be checked each day and filled when necessary.

C) The Vendor must replace in a timely manner, an adequate number of consumables (i.e. toilet paper, paper towels, cloth towels for drying hands, and hand soap). These consumable items are furnished by the state.

D) Vendor must mop all floors utilizing a floor cleaning solution and rinse with clean water to avoid streaking. This includes all floor areas under desks and tables as well as first impression areas (e.g. elevators, lobbies, hallways, rest rooms, and major office areas).

E) Vendor must vacuum all carpets. All loose staples are to be removed from the carpet prior to vacuuming, as needed. Carpet must be spot cleaned when needed.

F) Vendor must empty all wastebaskets. Correctly sized plastic liners must be placed in all wastebaskets. Plastic liners are also to be used in all sanitary disposal receptacles. Vendor must replace any soiled liners.

G) Vendor must remove wastepaper and other waste items from the facility each day and place waste in the trash receptacles provided by the State.

H) Vendor must collect and place recyclable waste in designated containers provided by the State. Mixed recyclables (metal, glass, plastic) shall be bagged and placed in the designated recycling container.

I) Vendor must remove all writing and marks from all walls daily with particular attention given to rest room areas.

J) Vendor must wash all tabletops and chairs in lunchroom areas and clean break room sink(s).

K) Vendor must clean all mirrors in a manner that does not leave them streaked.

1.2.2. Vendor must provide/perform – On a Twice Weekly Basis:

A) Vendor must clean all entryway glass (to include public and employee entrances) inside and outside, as needed, but no less than twice weekly.

B) Vendor must pick up outdoor debris and litter in the front and back of the facility, with special attention given to the dumpster area. Sidewalks in front of the building must be swept as needed but no less than twice weekly.

1.2.3. Vendor must provide/perform – On a Weekly Basis:

A) Spray buff all tile areas, so as to provide a recently finished floor appearance.

B) Elevator floors having resilient type flooring are to be damp mopped and spray buffed. If elevator floors are covered with carpet, they are to be spot cleaned.

C) All first impression areas, i.e., elevators, lobbies, hallways, rest rooms and major office areas, are either to be spray buffed, so as to provide a recently finished floor appearance, or as needed apply a new coat of floor finish in order to provide such an appearance.

D) Vendor must dust all windows and ledges to remove cobwebs and clean up any dead bugs.

1.2.4. Vendor must provide/perform – On a Monthly Basis:

A) Wash the inside and outside of all first-floor windows.

B) Wash all partition glass inside office.

C) Dust all blinds.

1.2.5. Vendor must provide/perform – On a Quarterly Basis:

A) Vacuum and thoroughly clean all heating and air conditioning vents.

B) Strip and refinish all tile areas and apply a new coat of floor finish.

1.2.6. Vendor must provide/perform – On an Annual Basis:

A) Vendor must shampoo all carpets.

B) Vendor must wash all blinds.

1.2.7. Vendor must provide/perform – On an As Needed Basis:

A) Vendor will change light bulbs at direction of designated building contact person. Public Act 95-0104 requires the proper disposal of the used bulbs at a certified hazardous waste recycling facility.

B) Vendor will perform on an hourly basis, other janitorial related duties with mutual agreement between Vendor and CMS facility manager.

1.2.8. Other Service Requirements

A) Vendor understands and agrees that it must pay all employees performing [work/services] on this contract at least the prevailing wage rates required by law for the locality in which the [work/services] is performed. Vendor certifies that all employees performing work on this contract are paid at least the prevailing wage rates required by law. (30 ILCS 500/25-60). Information on prevailing wage may be obtained at: Clay County rate as if 11/21/2023 is $18.84/hour.

https://www2.illinois.gov/idol/Pages/default.aspx B) Vendor supplies & equipment: The vendor is to furnish at its own cost, risk and expense, all janitorial equipment required to perform the services herein specified. NOTE: State will provide and Vendor must use the required special non-scented cleaning products for this contract.

C) All necessary cleaning equipment, including power driven floor scrubbing machines, waxing and polishing machines, industrial type vacuum cleaners, vacuum hoses and tools, and all necessary motor trucks, etc., needed for the performance of janitorial services, shall be furnished by the Vendor. Such equipment shall be of the size and type customarily used for janitorial services in commercial facilities and shall be approved by the CMS Facility Manager. Equipment deemed by the CMS Facility Manager to be of improper type or design, or inadequate for the purpose intended, shall be immediately removed from the premises and replaced with equipment approved by the CMS Facility Manager.

D) Electrical power shall be furnished by the State of Illinois to operate janitorial equipment as is necessary to perform janitorial services. Hot and cold water shall also be made available by the State.

E) The State will make space available to the Vendor for Vendor’s storage of supplies and equipment. Storage spaces must be properly cleaned and left in an orderly condition each night. Failure to keep a storage space in a clean condition satisfactory to the State facility manager or designee may result in the withdrawal of the storage space.

F) All trash shall be placed in outside trash receptacles before leaving. If trash receptacles are full, remaining trash shall be placed on top of the trash receptacle in sealed plastic bags. Trash shall never be left in janitor closets, on the loading dock, or in any area of the facility.

G) Janitorial personnel must sign in upon entering the premises and sign out upon leaving. Sign-in and sign-out sheets will be provided by the State Facility Manager.

H) The State Facility Manager and Vendor shall agree upon a written schedule regarding the performance of tasks to be performed on twice weekly, weekly, monthly, quarterly and annual basis.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor shall invoice the State in arrears for services on a monthly basis.

1.3.2. The Vendor shall submit to the State Facility Manager for approval a detailed working plan showing how Vendor proposes to perform the work specified in the contract. This plan shall be submitted five (5) days after execution of the contract and it shall contain a layout of all daily cleaning assignments and annual schedule for accomplishment of all work specified to be performed once a week or less frequently.

1.3.3. Janitorial personnel must sign in upon entering the premises and sign out upon leaving. The Sign-In/Sign-Out sheets will be provided by the Facility Manager and maintained on-site. Verification of work performed will be based upon these sheets and visual inspection. Any days that janitorial personnel are to be on the premises cleaning and they do not sign-in or sign-out, will be considered a day of no work. The State will deduct a per diem rate based upon the monthly fee divided by the number of days to be worked in that month. For Example: If the monthly rate is $2,000 and there are 20 days of work that month, then $2,000 / 20 = $100 per day. That monthly rate of $2,000 will be deducted by $100 for each day the janitorial personnel does not sign-in or sign-out or does not perform the required tasks as outlined in Section 1.2 of the contract.

1.3.4. Fill in the total number of hours anticipated to complete the contract per month: ____________

1.3.5. Fill in the number of employees anticipated to cover the specified hours above: _____________

1.3.6. Please provide contact information of person for contact:

Name: ____Fill in Name______

Number: ___Fill in Number___ Email: ______Fill in Email____

1.4. VENDOR / STAFF SPECIFICATIONS:

1.4.1. Adequate personnel and equipment shall be provided to permit the timely completion of all operations. Regular janitorial services are required after normal business hours.

1.4.2. The State Facility Manager will instruct the Vendor regarding the operation of all locks and security systems. The Vendor will be held responsible for the security of the facility(s) and contents during the time cleaning personnel are on the premises. If the facility has an alarm system, the Vendor will be responsible for activating the alarm when leaving the facility. Expenses caused by the Vendor’s failure to secure the facility will be the Vendor’s responsibility.

1.4.3. Vendor and its employees shall maintain a professional appearance while on site, including wearing company identification and appropriate clothing (I.E. including, but not limited to, clothing with no holes, rips or tears, no shorts, no open-toed shoes). Discretion will reside with the Facility Manager.

1.4.4. Vendor shall be responsible for any and all damage caused by Vendor’s personnel or agents to Government property during the performance of the work. Vendor shall advise the Facility Manager or designee of all damages immediately and shall then follow-up with a written report within twenty-four (24) hours stipulating the following:

· Description of damage, including extent and location

· Cause of damage

· Steps taken by Vendor

1.4.5. The State may conduct at their expense criminal and driver history background checks of Vendor’s officers, employees or agents who would directly supervise or physically perform any of the contract requirements. If the State chooses to conduct a background check, the Vendor’s officers, employees, or agents must be cleared through the background check before entering the premises to commence work. Any officer, employee, or agent deemed unsuitable by the State must be immediately replaced. The Facility manager or designee will contact Vendor regarding the need to replace any permanent or temporary employee.

1.5. TRANSPORTATION AND DELIVERY: Not applicable as Vendor is responsible for providing any required transportation of their employees to and from worksites. There is no allowance for additional mileage charges to and from worksites.

1.6. SUBCONTRACTING

Subcontractors are not allowed.

If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor will be required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered into prior to award of the Contract are done at the sole risk of the Vendor and subcontractor(s).

1.7. SUCCESSOR VENDOR

Yes FORMCHECKBOX No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification-based selection contracts, and professional and artistic services contracts are not subject to this requirement.

1.8. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Vendor shifts any such work outside the United States.

· Location where services will be performed: 400 West Wabash Avenue, Effingham IL 62401

· Value of services performed at this location: 100%

2. PRICING

2.1. FORMAT OF PRICING:

2.1.1. Vendor shall submit pricing in the line items on BidBuy, based on the terms and conditions set forth in section 1 of this Contract.

2.1.2. Pricing shall be submitted in the following format: Priced as per Unit of Measure for each line item in BidBuy.

2.2. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract value is firm or estimated at the time it is submitted for obligation. The total value of this contract is estimated.

2.3. EXPENSES ALLOWED: Expenses are not allowed.

2.4. DISCOUNT: The State may receive a 0% discount for payment within 0 days of receipt of correct invoice.

2.5. VENDOR’S PRICING: Pricing is per the Items Tab in BidBuy.

The State may include in this contract the BidBuy Purchase Order as it contains the agreed pricing.

2.6. PER DIEM CALCULATION FOR MISSED DAYS: Janitorial personnel must sign in upon entering the premises and sign out upon leaving. The Sign-In/Sign-Out sheets will be provided by the Facility Manager and maintained on-site. Verification of work performed will be based upon these sheets and visual inspection. Any days that janitorial personnel are to be on the premises cleaning and they do not sign-in or sign-out, will be considered a day of no work. The State will deduct a per diem rate based upon the monthly fee divided by the number of days to be worked in that month. For Example: If the monthly rate is $2,000 and there are 20 days of work that month, then $2,000 / 20 = $100 per day. That monthly rate of $2,000 will be deducted by $100 for each day the janitorial personnel does not sign-in or sign-out or does not perform the required tasks as outlined in Section 1.2 of the contract.

2.7. MAXIMUM AMOUNT: The total payments under this contract shall not exceed $_____ without a formal amendment. (The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has a term of the last dated signature, for a period of 18 months.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed 10 years.

3.1.2 Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2 RENEWAL:

None.

3.3 TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.4 TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

3.5 AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

4.1.1 Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained on Vendor’s invoices shall have no force and effect.

4.1.2 Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3 Expenses: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4 Prevailing Wage: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. To ensure understanding of prevailing wage requirements, Vendor is responsible for contacting DOL at 217-782-6206 or https://www2.illinois.gov/idol/Pages/default.aspx

4.1.5 Federal Funding: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6 Invoicing: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of the contract, and the amount billed, and expenses incurred are as allowed in the contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency’s state tax exemption number and federal tax exemption information.

4.1.6.2 Vendor shall invoice at the completion of this contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

4.2 ASSIGNMENT: This contract may not be assigned, transferred in whole or in part by Vendor without the prior written consent of the State.

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the subcontractor certifications as shown on the Standard Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract. 30 ILCS 500/20-120.

4.4 AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5 TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning the contract is being resolved unless otherwise directed by the State.

4.6 NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7 FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel the contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8 CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9 USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to confidentiality provisions of this contract.

4.10 INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.12 INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venture with the State. All payments by the State shall be made on that basis.

4.13 SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14 COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15 BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16 APPLICABLE LAW:

4.16.1 PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3 COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4 OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17 ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest in and to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19 EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity

4.20 NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21 MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22 PERFORMANCE RECORD / SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of the contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23 FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

4.24 SCHEDULE OF WORK: Any work performed on State premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.25 WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1 Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.25.2 Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies

4.25.3 Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

4.26 REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this contract.

4.27 EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

The Vendor will be required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) an annual report on the hiring of Veterans and Ex-Offenders, this report must be sent by September 30th of every year. The report shall be attached and sent to the following email address: cms.boss.sourcing@illinois.gov.

5. SUPPLEMENTAL PROVISIONS

5.1.

STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

FORMCHECKBOX

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, and security services, if valued at more than $200 per month or $2,000 per year or printing) 30 ILCS 500/25-60. Information on prevailing wage may be obtained at https://www2.illinois.gov/idol/Pages/default.aspx

Agency Specific Terms and Conditions

Other (describe) 5.2.

VENDOR SUPPLEMENTAL PROVISIONS

I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. person (including a U.S. resident alien).

· If you are an individual, enter your name and SSN as it appears on your Social Security Card.

· If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the business and the owner’s SSN or EIN.

· If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s name on the name line and the D/B/A on the business name line and enter the owner’s SSN or EIN.

· If the LLC is a corporation or partnership, enter the entity’s business name and EIN and for corporations, attach IRS acceptance letter (CP261 or CP277).

· For all other entities, enter the name of the entity as used to apply for the entity’s EIN and the EIN.

Name: Click here to enter text.

Business Name: Click here to enter text.

Taxpayer Identification Number:

Social Security Number: Click here to enter text.

or

Employer Identification Number: Click here to enter text.

Legal Status (check one):

Governmental Individual

Nonresident alien Sole Proprietor

Estate or trust Partnership

Pharmacy (Non-Corp.)

Legal Services Corporation

Pharmacy/Funeral Home/Cemetery (Corp.)

Tax-exempt

Limited Liability Company Corporation providing or billing medical and/or health care services (select applicable tax classification)

C = corporation

Corporation NOT providing or billing medical and/or health care services P = partnership

Signature of Authorized Representative:

Date: Click here to enter a date.

State of Illinois Chief Procurement Office General Services

Contract

V. 23.3