B-11188 D9 Awnings with Installation Services Stand Alone Contract Template.doc

STATE OF ILLINOIS

CONTRACT

Illinois Department of Transportation District 9 Awnings with Installation Services REBID B-11188

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.)

☐ Yes X 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, IL 62764

Printed Name: Omer Osman

Official Title: Acting Secretary of Transportation

Printed Name: Joanne Woodworth

Title: Acting Chief Financial Officer

Legal Printed Name: Phillip C Kaufmann

Legal Title: Chief Counsel (approved to form)

AGENCY USE ONLY

NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #: B-11188 Project Title: District 9 Awnings with Installation Services REBID Contract #: B-11188 Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase BidBuy Reference #: B-11188 BidBuy Publication Date: B-11188 Award Code: C Subcontractor Utilization? Yes No

Subcontractor Disclosure? Yes No Funding Source: 011-49402-6900-0015 Obligation #: B-11188 Small Business Set-Aside? FORMCHECKBOX 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. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Department of Transportation, District 9, seeks a Vendor at District 9 Headquarters to provide new metal non-retractable Awnings with Installation Services.

Vendor(s) shall attend a mandatory Vendor walk thru to be considered responsive and responsible for this procurement opportunity. The mandatory Vendor walk thru details are as follows:

Location: District 9 Headquarters Address: 2801 W Murphysboro, Carbondale IL 62903 Point of Contact: Tyler Clutts Phone: 618-351-5300 Date: Tuesday, November 5, 2019 Time: 10:00 a.m. CST

1.1.1 The following is an estimate the Vendor shall be responsible for performing the following services:

a) Provide eight (8) new metal non-retractable Awnings with Installation Services in the following estimated sizes:

i. Three (3) – Thirty-Two (32) Foot by Seven (7) Foot

ii. One (1) – Sixteen Foot (16) Foot by Five (5) Foot

iii. One (1) – Five (5) Foot by Five (5) Foot

iv. One (1) – Eighteen (18) Foot by Four (4) Foot

v. One (1) – Eight (8) Foot by Four (4) Foot

vi. One (1) – Five (5) Foot by Four (4) Foot

1.1.2 The Vendor’s per hour labor rate shall include the prevailing wage basic rate and fringe benefits (Health & Welfare, Pension, and others), in accordance with the Illinois Prevailing Wage Act, 820 ILCS 130 et seq., and shall also include all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance, and other city, state or federal requirements regarding employees, cost and expenses for vehicles, tools or equipment associated with trade, supervision, and overhead.

1.1.3 The Vendor must occupy an office and be engaged primarily in the provision of Awnings and Installation Services.

1.1.4 Travel Time – No travel time is to be paid for any scheduled maintenance. The Vendor is responsible for the transportation of staff to and from service location.

1.1.5 A designated representative of the Department shall meet with the Vendor and arrive at an agreement on the work to be performed and the timetable for performing the work.

1.1.6 The Vendor shall remove potential hazards in the environment resulting from the Vendor’s work or provide proper protection by placing appropriate warning signs such as signs, cones or barricades. Traffic Control and Protection shall be per Illinois Department of Transportation Standard Specifications and expenses therefore included in the hourly cost of the work being performed.

1.1.7 The Vendor shall supply all necessary items needed to perform the scope of this contract and shall not use any State property such as tools, equipment, ladders, extension cords, etc. to perform any work under the contract. When on-site, all equipment, materials, and supplies shall be stored and handled in a manner approved by the Department, meeting State and Federal requirements on Fire and Safety precautions.

1.1.8 All materials provided by the Vendor shall be new, unless otherwise approved by Department Staff, and in accordance with the standards specified.

1.1.9 Work shall be done in accordance with current trade practices and shall be completed in compliance with applicable state and local codes such as those listed in the BOCA National Building Code 1999, and BOCA Mechanical Code 1996, National Electrical Code 2017 NFPA-70, Illinois State Plumbing Code 2018 (Section 890 of Title 77 of the Illinois Administrative Code), BOCA National Building Code 1999, and additionally any other local city ordinance or local amendments that have been added to the above.

1.1.10 If, while in the progress of work, a problem should arise that warrants assistance from other types of trade (i.e. electrical, plumbing, asbestos removal, etc.), the contractor shall notify the Department and contact a tradesman with whom the Department has an official contract to provide such services. The Department’s representative maintains a listing of current contract holders.

1.1.11 The Vendor shall be responsible for coordinating work with utility companies and other contractors and government agencies so that interference between activities will be avoided.

1.1.12 When only one person is dispatched to perform work at the facility, the person will be a journeyman, tradesman, or equivalent. When the job requires more than one journeyman or equivalent, an apprentice or aid may accompany the journeyman.

1.1.13 Vendors are advised that asbestos containing materials (“ACM”) and/or suspected ACM may be present in the facilities. Vendor shall report the discovery of any ACM that may be disturbed or damaged during the performance of work to the facility asbestos coordinator and facility manager. Vendor and employees are cautioned not to engage in any work activities which may disturb, remove or damage any materials which may contain asbestos in performing the required service. Any contact, removal, replacement or repair of such material must be authorized by the IDOT District Field Asbestos Coordinator and must be performed by a licensed asbestos abatement contractor under contract with the State. IDOT strictly follows all Illinois Asbestos Abatement Authority, Illinois Environmental Protection Agency (IEPA, United States Environmental Protection Agency (USE), Illinois Department of Public Health and the Capital Development Board (CDB) regulations. Should there be an accident disturbance or damage to ACM by the vendor or his/her employees, said disturbance shall be immediately reported to the facility asbestos coordinator and facility manager.

1.1.14 Before payment is made, work shall be completed in every respect to the meaning and intent of the work order, drawings or specifications; the Vendor shall subject all work performed under the contract to such tests or other means of quality assurance as are applicable and customary for their trade that would effectively disclose any defects from the intended results; and meet with the approval of the Department.

1.1.15 The Vendor shall be responsible for coordinating work with utility companies, other contractors and government agencies, including the Department, so that the interference between activities will be avoided. The Vendor shall also ensure that all work is compliant with Illinois Underground Utility Facilities Damage Prevention Act, 220 ILCS 50. If required before starting work at a non-IDOT installation repair site, the Vendor shall call J.U.L.I.E at 800-892-0123. NOTE: IDOT INSTALLATIONS ARE NOT COVERED BY J.U.L.I.E LOCATES.

1.1.16 The Vendor shall be responsible for maintaining work site in “broom clean” condition.

1.1.17 The Vendor shall include within the all-inclusive firmly loaded pricing the removal and disposal of existing awnings and all associated materials.

1.1.18 Awnings and Installation Services will include both replacement and new installation of awnings.

1.1.19 The Vendor will provide a detailed breakdown of services provided for project inclusive of manufacturer and model information.

1.1.20 Vendor shall be an authorized distributor or reseller of the Awnings which they Vendor has provided a quote. The Vendor will submit with quote a manufacturer letter confirming authorization. The Vendor shall install the Awnings in accordance to the manufacturer’s standards and instructions.

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.

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

1.2. MILESTONES AND DELIVERABLES: Vendor shall submit proof of Insurance coverage made out to Illinois Department of Transportation, 2300 S. Dirksen Parkway, Springfield IL 62764 with bid per Section 4.11.

1.3. VENDOR / STAFF SPECIFICATIONS:

1.4.1 Vendor shall have an approved certification as a State of Illinois Small Business to be considered responsive for this procurement opportunity.

1.4.2 Be responsible for securing all permits and licenses necessary for the performance of work identified in Section 1.1 of this contract.

1.4.3 Certify compliance with the Illinois Prevailing Wage Act by checking the box below:

This contract calls for the construction of a ‘public work’, within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/.01 et seq. (“The Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (“The Code”). The Act requires contractors and subcontractors to pay laborers, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount of fringe benefits) in the county where the work is being performed. The Code requires Vendors awarded certain service contracts to pay service workers no less than the general prevailing wage rate of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work Is performed. The Illinois Department of Labor publishes the prevailing wage rates on their website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates. All contractors and subcontractors rendering services under this contract must comply with all requirements of ‘The Act’ and ‘The Code’, including but not limited to, all wage requirements and notice and record keeping duties.

Vendor agrees to comply: ☐ Yes ☐ No

Vendor shall be responsible for securing and utilizing the copies of the current prevailing wages in effect. Please visit: http://www.state.il.us/agency/idol/rates/ODDMO/County.htm for most current data.

1.4. TRANSPORTATION AND DELIVERY: The Vendor shall be responsible for all costs associated with the transport of staff to and from work sites.

1.5. 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.

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

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

1.5.3. 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.

1.5.4. 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.

1.5.5. 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).

1.6. 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).

1.7. 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: District 9 Headquarters Value of services performed at this location: Click here to enter text

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.

2.1.1 Vendor shall submit pricing in the format shown below, 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: The Vendor shall complete Section 2.1.3 District 9 Awning with Installation Services Pricing Table with an all-inclusive fully firm and loaded price inclusive of all costs to the Department for the scope of work contained in Section 1 and Mandatory Vendor Walk Thru. Pricing providing within Section 2.1.3 shall be one (1) total price for the whole project.

Mandatory Vendor Walk Thru – Section 1.1

The Vendor shall be responsible for attending the mandatory Vendor walk thru, Section 1. Vendor pricing shall be inclusive off all project specifications presented in the mandatory Vendor walk thru. The Department shall be the sole authority on whether bids conform to project specifications. Vendor(s) whose submit bids which do not meet all project specifications may be deemed as non-responsive by the Department.

2.1.3 District 9 Marion Drainage Project – Culvert with Installation Services Pricing Table

Awnings with Installation Services Vendor shall:

Provide the following new metal non-retractable Awnings in the following sizes:

Three (3) – Thirty-Two (32) Foot by Seven (7) Foot

One (1) – Sixteen Foot (16) Foot by Five (5) Foot

One (1) – Five (5) Foot by Five (5) Foot

One (1) – Eighteen (18) Foot by Four (4) Foot

One (1) – Eight (8) Foot by Four (4) Foot

One (1) – Five (5) Foot by Four (4) Foot Maintaining work site in “broom clean” condition.

Removal and disposal of existing awnings and all associated materials.

District 9 Awnings with Installation Services

(Please transfer total bid amount to BidBuy Line Item 1) $Click or tap here to enter text.

2.2 EXPENSES ALLOWED: Expenses are not allowed.

2.3 DISCOUNT: The State may receive a NA % discount for payment within Click here to enter text 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: Click here to enter text

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

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

2.4.2. Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.4.2.1 Agency Formula for Determining Renewal Compensation: There are no renewals associated with this contract.

2.4.2.2 Vendor’s Price for Renewal(s): There are no renewals associated with this contract.

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 Upon Execution by the State to June 30, 2019. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

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

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. Any renewal is subject to the same terms and conditions as the original contract unless otherwise provided in the pricing section. The State may renew this contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2.2. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.3. The State reserves the right to renew for a total of zero (0) years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

3.2.3.2 Individual one-year renewals up to and including the entire renewal allowance; or

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

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.

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. 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:

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.

5. SUPPLEMENTAL PROVISIONS

5.1. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

Click here to enter text.

Required Federal Clauses, Certifications and Assurances

Click here to enter text.

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

Click here to enter text.

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.

Click here to enter text.

Agency Specific Terms and Conditions

Click here to enter text.

FORMCHECKBOX

Other (describe)

5.2. VENDOR SUPPLEMENTAL PROVISIONS

Click here to enter text.

State of Illinois Chief Procurement Office General Services

Contract

V. 18.2