Alarm Monitoring and Install CMS Statewide Contract .doc

STATE OF ILLINOIS

CONTRACT

Central Management Services Alarm Monitoring and Installation CMS Locations Statewide

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 Contractor affirms that the Certifications and if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Contractor’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.)

XXX☐ Yes ☐ No

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including FORMS B) ☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. SUPPLEMENTAL PROVISIONS

6. STANDARD CERTIFICATIONS

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

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “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

City, State ZIP: Springfield Illinois 62706

Printed Name:

Official’s Title:

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

Fiscal’s Printed Name: Click here to enter text.

Fiscal’s Title: Click here to enter text.

AGENCY USE ONLY

NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #: B-5232 Project Title: Alarm Monitoring and Installation CMS Statewide Contract #:

Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase IPB Reference #:

IPB Publication Date:

Award Code:

Subcontractor Utilization? Yes No

Subcontractor Disclosure? Yes No Funding Source:

Obligation #:

Small Business Set-Aside? Yes No

Percentage:

Minority Owned Business? Yes No

Women Owned Business? Yes No

Persons with Disabilities Owned Business? Yes No

Veteran Owned Small Business? Yes No

Other Preferences?

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The State of Illinois is seeking a burglar and fire alarm vendor to perform 24-hour monitoring, maintenance, repair and replacement of burglar and fire alarm systems throughout the State, including but not limited, to all locations identified in Attachment A.

1.2. SUPPLIES AND/OR SERVICES REQUIRED: Vendor will provide the following services:

1.2.1 Burglar and fire alarm monitoring 24 hours per day by a monitoring center that has built-in redundancies for its power, computer and phone lines.

1.2.2 Repair and replacement of faulty system components.

1.2.3 Cellular communication back-up, including installation and 24-hour monitoring.

1.2.4 Monthly open/close reports.

1.2.5 Vendor is not permitted to use proprietary codes in the programming of these systems or to install proprietary equipment.

1.2.6 Vendor will provide the State with one point of contact for services and billing issues.

1.2.7 Vendor will provide installation and/or upgrades of new systems if needed in current or future facilities if/when they are added to the contract.

1.2.8 CMS Facilities can be removed or added throughout the State to this contract at any time as leases and ownership of buildings change.

1.3 Other Specifications: The vendor will provide general and emergency service for repair and maintenance to the burglar and fire alarm systems installed in various State facilities as directed by CMS Facility Manager or his or her designee. The Vendor agrees to furnish all labor, materials, tools, equipment, sub-contractors and any other cost related to providing the service as detailed herein.

1.3.1 The contractor shall, if required, furnish satisfactory evidence as to the kind and quality or materials.

1.3.2 Contractor’s per hour labor rate shall include the prevailing basic wage rate; fringe benefits (Health and Welfare, pension or others) also shall include all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance and any other city, State or federal requirements regarding employees. Per hour labor rate shall also include all cost and expenses for trucks and/or vehicles, tools and equipment associated with trade, travel, pick-up and delivery of materials, estimating, call-backs, supervision, administrative, overhead and profit.

1.3.3 The contract shall not use any State property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning materials etc. Contractor shall supply all necessary items needed for each job. The State shall provide electricity, hot and cold water. The State will not be responsible to provide storage for the contractor’s material, tools, equipment, etc. or be liable for the same. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools and equipment, etc. at the end of each working day.

1.3.4 Contractor shall be familiar with the equipment and system to be serviced and maintain adequate inventor for repair parts, accessories and supplies. CMS may purchase materials and parts direct from suppliers. Replacement parts may be new or reconditioned, at the discretion of the CMS Facility Manger or his or her designee.

1.3.5 Replacement parts and other materials shall be sold at cost. CMS May request contractor to provide copies of material suppliers’ invoices to verify cost. CMS may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

1.3.6 Contractor shall report the existence of any defective equipment, controls, instruments and/or accessories which may require replacement or repair. This information shall be given to CMS Facility Manger or his or her designee in writing and include the following information:

Defective Item

Location of Defective Item

Nature of defect and impact on building operation

Detailed breakdown of material and labor cost for replacing The replacement shall be made at once if authorized by CMS Facility Manager or his or her designee. If the replacement item is not in stock, contractor shall order it at once and make installation as soon as possible.

1.3.7 The contractor shall, as requested, furnish all supplies, materials, parts, etc. for routine and/or preventative maintenance, repairs, replacement, etc. by Staff Engineers, tradesmen and maintenance personnel.

1.3.8 The contractor shall, as necessary, instruct CMS Personnel in the use and maintenance of equipment and systems installed pursuant to this Contract.

1.3.9 Contractor must provide CMS a list of all trades to be used in performance of the terms and conditions of this contract.

1.3.10 All work, materials, parts, etc. shall be guaranteed for one year to be free of defects. Defective items shall be replaced during the first year of operation without cost (including labor cost) to CMS

1.3.11 The contractor shall promptly remove from the premises all material condemned by CMS as failing to conform to the contract, and the contractor shall promptly replace and re-execute their work in accordance with the contract and without expense to the Department. CMS will not pay for “call-backs” to re-do the original job, repair and/or service.

1.3.12 Contractor’s employees will comply with the building security procedures as may be required.

1.3.13 The contractor and contractor’s employees are prohibited from disturbing papers on desks, opening desk drawers or cabinets, use of telephones and/or office equipment or anything provided for official State of Illinois use.

1.3.14 Contractors are advised that asbestos contained materials and or suspected asbestos contained materials may be present in the facilities. Contractor and employees are cautioned not to disturb, remove or damage any material which may contain asbestos in performing the required service. The contractor and his/her employees acknowledge that they are fully aware of the health hazards associated with asbestos exposures and will not engage in any work activities which may disturb and/or damage said material creating a potential hazard. Any removal and/or repair of asbestos contained materials and/or suspected asbestos contained materials that is necessary for repairs, maintenance and replacement of materials and equipment under this contract shall be provided by the licensed asbestos abatement contractor under contract with the Illinois Department of Central Management Services. Should there be an accidental disturbance or damage to asbestos contained materials by the contractor or his/her employees, said disturbance shall be immediately reported to the facility manager and/or engineer.

1.4

TIME AND MATERIAL REQUIREMENTS

1.4.1 The Department of Central Management Services may request a written estimate and/or proposal on any repairs, replacements and/or work exceeding $500.00.

1.4.1.1 Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material, labor and other cost and priced as per contract agreement.

1.4.1.2 If said work is authorized by CMS Facility Manager or his/her designee then work shall be performed on a time and material basis (as per contract agreement) not to exceed the estimate or proposal.

1.4.1.3 Central Management Services reserves the right to obtain additional estimates and/or proposals.

1.4.1.4 Contractor shall be required to perform said services with his/her own employees and maintain, or have the source to obtain, adequate personnel to fulfill the contract requirements. There will be no subcontracting of labor.

1.4.2 The Contractor and his employees shall report to and sign in and out with the Building Manager or his/her designee indicating times of arrival and departure with a brief description of the services rendered, work order number and/or location in the facility. Sign in and out times shall be indicated on contractor's job invoice and/or ticket.

1.4.3 The contractor shall not commence any work under this contract until he has obtained the approval and been issued a CMS job work authorization order and/or purchase order number from CMS Facility Manager or his/her designee. This number must appear on all the contractor's job invoices and/or tickets, and billings.

1.4.4 At the completion of each job, the contractor's employees shall report to the Building Manager/Engineer or his/her designee for approval

1.4.4.1. Contractor's job work order/ticket shall be signed by CMS designee.

1.4.4.2. Contractor shall leave signed copy with CMS designee.

1.4.4.3 A separate work order/ticket will be written for each individual job or service performed. Required information on all contractors’ work orders/tickets are as follows:

· Facility name and/or job location, date order received, start and completion date, with time in and out.

· CMS work authorization and/or purchase order number.

· Detailed description of work performed.

· Breakdown and individual listing of all materials and quantity used

· Listing of each employee, date and hours worked.

· Other charges listed.

· Labor hours (straight and overtime). There will be no lumping of hours or materials.

1.4.5 The Contractor shall maintain records of all work, maintenance and repairs provided under this Agreement and shall furnish copies of same to CMS building manager and/or his/her designee.

1.4.6 The Department of Central Management Services and its representatives shall, at all times, have access to the work wherever it is in preparation or progress and the Contractor shall provide for such access and inspection.

1.4.7 Response time for routine work repairs and service will be within (8) eight hours after receipt of call from Building Manager/Engineer or his/her designee. All work shall be completed during normal working hours or as may be determined and/or scheduled by the Department of Central Management Services administrator or his/her designee.

1.4.8 Replacement parts and other materials shall be sold at cost. The Requesting Agency may request Vendor to provide copies of material suppliers' invoices to verify cost. The Requesting Agency may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

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.

FORMCHECKBOX

If checked, see the attached BidBuy Purchase Order for a Description of Supplies and/or Services.

1.5 MILESTONES AND DELIVERABLES:

1.5.1 Upon award of the contract, vendor will survey each facility and submit an inventory of alarm components with replacement costs that will be incorporated into this agreement.

1.5.2 Upon the addition of a new facility to this contract, vendor will survey the facility and submit an inventory of alarm components with replacement costs that will be incorporated into this agreement.

1.5.3 Vendor shall invoice the State on a quarterly basis in arrears, or upon completion of a special project.

1.5.4 Vendor may be required to submit monthly open/close reports. The facilities that will require reporting are listed within this document, but the State reserves the right to add others as it becomes necessary or desirable. The State can also terminate service at any location as needed.

1.6 VENDOR / STAFF SPECIFICATIONS:

1.6.1 Contractor and his/her employees shall be experienced in the planning, installation, monitoring and maintenance of burglar and fire alarms.

1.6.2 Contractor shall have been in the business of monitoring, maintenance, and repair of burglar and fire alarms business for at least five years prior to date of this contract.

1.6.3 SECURITY: Alarm Maintenance, monitoring and Repair personnel must sign in upon entering the premises and sign out upon leaving. Sign-in-and-out sheets will be provided by the Facility Manager.

1.6.4 The State may conduct 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.

1.6.5 The Vendor shall maintain and have current all municipal, county, state and/or federal license/s that are applicable and required for their business. The Vendor's employees shall maintain and have current, all municipal, county, State and/or federal license/s that are applicable and required for their trade.

1.6.6 The call center employees shall be trained in the operation of all systems they monitor.

1.7 TRANSPORTATION AND DELIVERY: NA

1.8 SUBCONTRACTING

Subcontractors are allowed.

For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. If subcontractors will be utilized, Vendor must identify below the names and addresses of all subcontractors it will be entering into a contractual agreement that has an annual value of $50,000 or more 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 to the extent the information is known that each subcontractor is expected to receive pursuant to the Contract. Attach additional sheets as necessary.

1.8.1 Will subcontractors be utilized? Yes No

· Subcontractor Name: Click here to enter text

Amount to be paid: Click here to enter text Address: Click here to enter text Description of work: Click here to enter text

· Subcontractor Name: Click here to enter text

Amount to be paid: Click here to enter text

Address: Click here to enter text

Description of work: Click here to enter text

If additional space is necessary to provide subcontractor information, please attach an additional page

1.8.2 All contracts with the subcontractors identified above must include the Standard Certifications completed and signed by the subcontractor.

1.8.3 If the annual value of any the subcontracts is more than $50,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.8.4 If the subcontractor is registered in the Illinois Procurement Gateway (IPG) and the Vendor is using the subcontractor’s Standard Certifications or Financial Disclosures and Conflicts of Interest from the IPG, then the Vendor must also provide to the State a completed Forms B for the subcontractor.

1.8.5 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).

1.9 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.

If yes is checked, then the Vendor certifies:

(i) that it shall offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract.

This certification supersedes a response to certification 4, Form F, of the Illinois Procurement Gateway (IPG).

1.10 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: Please see attachment A, please note facilities throughout the State under CMS jurisdiction may be removed or added to this list at any time throughout the term of the contract.

2 PRICING

2.1 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.

2.2 EXPENSES ALLOWED: Expenses are not allowed.

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

2.4 VENDOR’S PRICING: Attach additional pages if necessary.

2.4.1. Vendor’s Price for the Initial Term:

Burglar and Dual Path Fire Radio

Monitoring Per Month

Reporting Per Month

Cell Back Up Purchase and Installation

Cell Back Up Monthly Monitoring

Hourly Rates:

Mon-Fri 8:00 A.M. – 5:00 P.M.

Mon-Fri 5:00 P.M. – 8:00 A.M.; Saturday

Sunday and Holiday

· For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Pricing.

FORMCHECKBOX

If checked, see the attached BidBuy Purchase Order for the Vendor’s Price for the Initial Term.

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $ without a formal amendment.

3 TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of February 1, 2019 or upon the last dated signature of the Parties whichever comes later for a term of two (2) years.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

FORMCHECKBOX

If checked, see the attached BidBuy Purchase Order for the Term of this Contract.

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

3.2.1 There is no renewal option

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.

3.4.1. 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.

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. Vendor is responsible for contacting DOL at 217-782-6206 or (http://www.state.il.us/agency/idol/index.htm) to ensure understanding of prevailing wage requirements.

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:

FORMCHECKBOX

See attached BidBuy Purchase Order

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

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.

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.

SUPPLEMENTAL PROVISIONS

STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

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Required Federal Clauses, Certifications and Assurances

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

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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.

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Agency Specific Terms and Conditions

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Other (describe)

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VENDOR SUPPLEMENTAL PROVISIONS

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State of Illinois Chief Procurement Office General Services

Contract

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